FORM 10-QSB--QUARTERLY OR TRANSITIONAL REPORT UNDER SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
QUARTERLY OR TRANSITIONAL REPORT
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended September 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)
September 30, 1999
Assets
Cash and cash equivalents $ 832
Receivables and deposits 456
Restricted escrows 193
Other assets 381
Investment properties:
Land $ 7,296
Buildings and related personal property 20,248
27,544
Less accumulated depreciation (11,010) 16,534
$ 18,396
Liabilities and Partners' (Deficit) Capital
Liabilities
Accounts payable $ 18
Distributions payable 420
Other liabilities 176
Accrued property taxes 343
Tenant security deposit liabilities 75
Mortgage notes payable 19,297
Partners' (Deficit) Capital:
General partners $ (6,302)
Limited partners (75,000 units issued and
outstanding) 4,369 (1,933)
$ 18,396
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 Nine Months Ended
September 30, September 30,
1999 1998 1999 1998
Revenues:
Rental income $ 1,174 $ 1,143 $ 3,583 $ 3,427
Other income 73 71 195 211
Total revenues 1,247 1,214 3,778 3,638
Expenses:
Operating 383 426 1,162 1,209
General and administrative 47 53 196 160
Depreciation 184 176 537 521
Interest 352 347 1,053 1,082
Property tax 114 100 346 299
Total expenses 1,080 1,102 3,294 3,271
Net income $ 167 $ 112 $ 484 $ 367
Net income allocated
to general partners (9.9%) $ 17 $ 11 $ 48 $ 36
Net income allocated
to limited partners (90.1%) 150 101 436 331
$ 167 $ 112 $ 484 $ 367
Net income per limited
partnership unit $ 2.00 $ 1.34 $ 5.81 $ 4.41
Distributions per limited
partnership unit $ 11.47 $ 9.81 $ 21.38 $ 9.81
See Accompanying Notes to Consolidated Financial Statements
c)
CENTURY PROPERTIES FUND XVIII
CONSOLIDATED STATEMENT OF CHANGES IN PARTNERS' (DEFICIT) CAPITAL
(Unaudited)
(in thousands, except unit data)
Limited
Partnership General Limited
Units Partners 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)
Distribution to partners -- (16) (1,604) (1,620)
Net income for the nine months
ended September 30, 1999 -- 48 436 484
Partners' (deficit) capital
at September 30, 1999 75,000 $(6,302) $ 4,369 $(1,933)
See Accompanying Notes to Consolidated Financial Statements
d)
CENTURY PROPERTIES FUND XVIII
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(in thousands)
Nine Months Ended
September 30,
1999 1998
Cash flows from operating activities:
Net income $ 484 $ 367
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation 537 521
Amortization of loan costs 52 27
Change in accounts:
Receivables and deposits 45 (375)
Other assets (30) (6)
Accounts payable (3) (15)
Other liabilities (1) (1)
Accrued property taxes (5) 5
Tenant security deposit liabilities (11) --
Net cash provided by operating activities 1,068 523
Cash flows from investing activities:
Property improvements and replacements (401) (248)
Net withdrawals from (deposits to) restricted escrows 48 (181)
Net cash used in investing activities (353) (429)
Cash flows from financing activities:
Proceeds from mortgage note payable -- 9,000
Repayment of mortgage note payable -- (7,907)
Loan costs paid -- (243)
Distributions to partners (1,200) (743)
Payments on mortgage notes payable (160) (134)
Net cash used in financing activities (1,360) (27)
Net (decrease) increase in cash and cash equivalents (645) 67
Cash and cash equivalents at beginning of period 1,477 2,025
Cash and cash equivalents at end of period $ 832 $ 2,092
Supplemental disclosure of cash flow information:
Cash paid for interest $ 1,001 $ 1,061
Supplemental Disclosure of Non-Cash Activity
Distributions payable was adjusted by approximately $420,000 at September 30,
1999 in connection with a distribution payment to partners in October 1999.
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 ("FCMC" or the "Managing General Partner"), 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 nine month periods ended
September 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 nine months ended
September 30, 1999 and 1998:
1999 1998
(in thousands)
Property management fees (included in operating expenses) $189 $181
Reimbursement for services of affiliates (included in
operating and general and administrative expenses, other
assets and investment properties) 97 99
Loan costs (included in other assets) -- 18
During the nine months ended September 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 approximately $189,000 and $181,000 for the
nine months ended September 30, 1999 and 1998, respectively.
An affiliate of the Managing General Partner received reimbursement of
accountable administrative expenses amounting to approximately $97,000 and
$117,000 for the nine months ended September 30, 1999 and 1998, respectively.
Included in these costs is approximately $7,000 and $2,000 in construction
oversight costs for the nine months ended September 30, 1999 and 1998,
respectively. The Partnership also paid approximately $18,000 in loan costs to
an affiliate of the Managing General Partner during the nine months ended
September 30, 1998 in connection with the 1998 refinancing of the mortgage
indebtedness at Overlook Point Apartments (see "Note D - Refinancing"). No such
costs were paid for the nine months ended September 30, 1999.
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 units of limited
partnership interest in the Partnership (approximately 29.00% of the total
outstanding units) 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 27,982.50 units of
limited partnership interest in the Partnership representing approximately
37.31% 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 (see "Note F - Legal Proceedings").
NOTE D - REFINANCING
In August 1998, the Partnership refinanced the mortgage indebtedness encumbering
Overlook Point Apartments. The total indebtedness refinanced was approximately
$7,907,000. The new indebtedness, in the principal amount of $9,000,000,
carries a stated interest rate of 6.33% per annum and is being amortized over 30
years, with a balloon payment due September 1, 2005. The proceeds from the
refinancing enabled the Partnership to pay-off its previous first mortgage note.
NOTE E - 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
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 nine months ended September 30, 1999 and 1998 is
shown in the tables below (in thousands). The "Other" column includes
Partnership administration related items and income and expenses not allocated
to the reportable segment.
1999 Residential Other Totals
Rental income $ 3,583 $ -- $ 3,583
Other income 176 19 195
Interest expense 1,053 -- 1,053
Depreciation 537 -- 537
General and administrative expense -- 196 196
Segment profit (loss) 661 (177) 484
Total assets 18,232 164 18,396
Capital expenditures 401 -- 401
1998 Residential Other Totals
Rental income $ 3,427 $ -- $ 3,427
Other income 151 60 211
Interest expense 1,082 -- 1,082
Depreciation 521 -- 521
General and administrative expense -- 160 160
Segment profit (loss) 467 (100) 367
Total assets 18,159 1,921 20,080
Capital expenditures 248 -- 248
NOTE F - 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 Financial Group, Inc.
("Insignia") and entities which were, at one time, affiliates of Insignia
("Insignia Affiliates") of interests in certain general partner entities, past
tender offers by Insignia Affiliates to acquire limited partnership units, the
management of partnerships by Insignia Affiliates and the Insignia Merger (see
"Note B - Transfer of Control"). 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 filed demurrers to the amended
complaint which were heard February 1999. Pending the ruling on such demurrers,
settlement negotiations commenced. On November 2, 1999, the parties executed
and filed a Stipulation of Settlement ("Stipulation"), settling claims, subject
to final court approval, on behalf of the Partnership and all limited partners
who own units as of November 3, 1999. The Court has preliminarily approved the
Settlement and scheduled a final approval hearing for December 10, 1999. In
exchange for a release of all claims, the Stipulation provides that, among other
things, an affiliate of the Managing General Partner will make tender offers for
all outstanding limited partnership interests in 49 partnerships, including the
Registrant, subject to the terms and conditions set forth in the Stipulation,
and has agreed to establish a reserve to pay an additional amount in settlement
to qualifying class members (the "Settlement Fund"). At the final approval
hearing, Plaintiffs' counsel will make an application for attorneys' fees and
reimbursement of expenses, to be paid in part by the partnerships and in part
from the Settlement Fund. The Managing General Partner does not anticipate that
costs associated with this case 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 nine
months ended September 30, 1999 and 1998:
Average Occupancy
Property 1999 1998
Oak Run Apartments 92% 92%
Dallas, Texas
Overlook Point Apartments 96% 93%
Salt Lake City, Utah
The Managing General Partner attributes the increase in occupancy at Overlook
Point Apartments to more aggressive marketing efforts and increased curb appeal
due to the exterior building improvements completed at the property during the
past several months.
Results of Operations
The Partnership's net income for the nine months ended September 30, 1999 was
approximately $484,000 as compared to approximately $367,000 for the
corresponding period in 1998. The Partnership's net income for the three months
ended September 30, 1999 was approximately $167,000 as compared to approximately
$112,000 for the corresponding period in 1998. For the comparable three month
periods, the increase is attributable to an increase in other income and a
decrease in total expenses. The increase in net income for the nine months
ended September 30, 1999 is primarily due to an increase in total revenues which
was slightly offset by an increase in total expenses. Revenues increased
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 properties
and an increase in average occupancy at Overlook Point Apartments as discussed
above.
Total expenses increased for the nine months ended September 30, 1999 primarily
due to an increase in general and administrative and property tax expenses which
was partially offset by a decrease in operating and interest expenses. General
and administrative expense 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 which was formed in
connection with the refinancing of Oak Run Apartments. In addition, legal costs
increased due to costs relating to a legal settlement in the first quarter of
1999. Property tax expense increased due to an increase in the assessment value
of Oak Run Apartments. The decrease in operating expense is primarily
attributable to a decrease in salaries and related benefits as well as the
completion of the following projects during the nine months ended September 30,
1998: parking lot repairs and interior building improvements at Oak Run
Apartments and swimming pool repairs and interior and exterior building
improvements at Overlook Point 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.
Included in general and administrative expense at both September 30, 1999 and
1998 are management reimbursement 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 September 30, 1999, the Registrant had cash and cash equivalents of
approximately $832,000 as compared to approximately $2,092,000 at September 30,
1998. Cash and cash equivalents decreased approximately $645,000 for the nine
month period ended September 30, 1999 from the Registrant's fiscal year end.
The decrease in cash and cash equivalents is due primarily to approximately
$1,360,000 of cash used in financing activities and approximately $353,000 of
cash used in investing activities, which more than offset approximately
$1,068,000 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 each of the Registrant's properties are detailed below.
Overlook Point 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 interior improvements, it is estimated that Overlook Point Apartments
require 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 improvements. As of September 30, 1999,
the Partnership has spent approximately $228,000 on capital improvements at
Overlook Point Apartments, consisting primarily of flooring replacement,
landscaping, roof improvements, interior decorating, building improvements,
swimming pool and parking lot improvements, 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
require 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 and
structural improvements, interior enhancements and carpet replacement. As of
September 30, 1999, the Partnership has spent approximately $173,000 on capital
improvements at Oak Run Apartments, consisting primarily of interior
enhancements, swimming pool and structural improvements, drapery and appliance
replacement. These improvements were funded from cash flow and replacement
reserves.
The additional capital expenditures 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 approximately $19,297,000 is amortized over thirty years with
balloon payments of approximately $8,127,000 and $9,728,000 due on October 2004,
and September 2005, respectively. The Managing General Partner will attempt to
refinance such indebtedness and/or sell the properties prior to such maturity
dates. If the properties cannot be refinanced or sold for a sufficient amount,
the Partnership may risk losing such properties through foreclosure.
The Registrant made cash distributions of approximately $1,200,000 from surplus
funds, of which approximately $1,188,000 was paid to limited partners ($15.84
per limited partnership unit) during the nine months ended September 30, 1999.
A cash distribution of approximately $420,000 was declared during the third
quarter of 1999 and paid from surplus funds in October 1999, approximately
$416,000 of which was paid to limited partners ($5.54 per limited partnership
unit). A cash distribution of approximately $743,000 was declared during the
second quarter of 1998 and paid from surplus fund in July 1998, approximately
$736,000 of which was paid to limited partners ($9.81 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 is reviewed on a semi-annual basis. There can be no
assurance, however, that the Registrant will generate sufficient funds from
operations after required capital improvements expenditures, to permit any
additional distributions to its partners during the remainder of 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 units of limited
partnership interest in the Partnership (approximately 29.00% of the total
outstanding units) 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 27,982.50 units of
limited partnership interest in the Partnership representing approximately
37.31% 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 (see "Item 1. Financial Statements, Note F -
Legal Proceedings").
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 September 30, 1999, had virtually completed 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.
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 virtually all of the server operating systems.
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 virtually
no Year 2000 issues. A complete, formal assessment of all the properties by the
Managing Agent was virtually completed by September 30, 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
September 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 has banking relationships with three major financial
institutions, all of which have designated their compliance. The Managing Agent
has updated data transmission standards with all of the financial institutions.
All financial institutions have communicated that they are Year 2000 compliant
and accordingly no accounts were required to be moved from the existing
financial institutions.
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 expenses
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 Financial Group, Inc.
("Insignia") and entities which were, at one time, affiliates of Insignia
("Insignia Affiliates") of interests in certain general partner entities, past
tender offers by Insignia Affiliates to acquire limited partnership units, the
management of partnerships by Insignia Affiliates and the Insignia Merger (see
"Part I - Financial Information, Item 1. Financial Statements, Note B - Transfer
of Control"). 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 filed demurrers to the amended complaint
which were heard February 1999. Pending the ruling on such demurrers,
settlement negotiations commenced. On November 2, 1999, the parties executed
and filed a Stipulation of Settlement ("Stipulation"), settling claims, subject
to final court approval, on behalf of the Partnership and all limited partners
who own units as of November 3, 1999. The Court has preliminarily approved the
Settlement and scheduled a final approval hearing for December 10, 1999. In
exchange for a release of all claims, the Stipulation provides that, among other
things, an affiliate of the Managing General Partner will make tender offers for
all outstanding limited partnership interests in 49 partnerships, including the
Registrant, subject to the terms and conditions set forth in the Stipulation,
and has agreed to establish a reserve to pay an additional amount in settlement
to qualifying class members (the "Settlement Fund"). At the final approval
hearing, Plaintiffs' counsel will make an application for attorneys' fees and
reimbursement of expenses, to be paid in part by the partnerships and in part
from the Settlement Fund. The Managing General Partner does not anticipate that
costs associated with this case 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 Form 8-K:
None filed during the quarter ended September 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/Martha L. Long
Martha L. Long
Senior Vice President and
Controller
Date: November 10, 1999
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from Century
Properties Fund XVIII 1999 Third 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> 9-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> SEP-30-1999
<CASH> 832
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0<F1>
<PP&E> 27,544
<DEPRECIATION> 11,010
<TOTAL-ASSETS> 18,396
<CURRENT-LIABILITIES> 0<F1>
<BONDS> 19,297
0
0
<COMMON> 0
<OTHER-SE> (1,933)
<TOTAL-LIABILITY-AND-EQUITY> 18,396
<SALES> 0
<TOTAL-REVENUES> 3,778
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 3,294
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,053
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 484
<EPS-BASIC> 5.81<F2>
<EPS-DILUTED> 0
<FN>
<F1>Registrant has an unclassified balance sheet.
<F2>Multiplier is 1.
</FN>
</TABLE>
