-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, B7tcTZLTPA05L/6XfK6zDRDm91MVzcoCd8KUcsdYC2IdQvobikuOahN5ywoYDzN4 ahUB7mbw5PYfl91fn0tByA== 0000215406-96-000001.txt : 19960816 0000215406-96-000001.hdr.sgml : 19960816 ACCESSION NUMBER: 0000215406-96-000001 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19960630 FILED AS OF DATE: 19960814 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: CENTURY PROPERTIES FUND XI CENTRAL INDEX KEY: 0000215406 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE [6500] IRS NUMBER: 946401363 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10QSB SEC ACT: 1934 Act SEC FILE NUMBER: 000-08440 FILM NUMBER: 96613313 BUSINESS ADDRESS: STREET 1: ONE INSIGNIA FINANCIAL PLZ STREET 2: PO BOX 1089 C/O INSIGNIA FINANCIAL GROUP CITY: GREENVILLE STATE: SC ZIP: 29602 BUSINESS PHONE: 8032391000 MAIL ADDRESS: STREET 1: POST & HYMANN STREET 2: 5665 NORTHSIDE DRIVE NW CITY: ATLANTA STATE: GA ZIP: 30328 10QSB 1 SB FORM 10-QSB--QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 Quarterly or Transitional Report (As last amended by 34-32231, eff. 6/3/93) U. S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-QSB (Mark One) [X] Quarterly Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 For the quarterly period ended June 30, 1996 or [ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period.........to......... Commission file number 0-8440 CENTURY PROPERTIES FUND XI (Exact name of small business issuer as specified in its charter) California 94-6401363 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) One Insignia Financial Plaza Greenville, South Carolina 29602 (Address of principal executive offices) (864) 239-1000 Issuer's telephone number Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15 (d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports ), and (2) has been subject to such filing requirements for the past 90 days. Yes X . No . PART I - FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS a) CENTURY PROPERTIES FUND XI BALANCE SHEET (Unaudited) (in thousands) June 30, 1996
Assets Cash and cash equivalents $ 5,282 Accounts receivables and other assets 97 Investment properties: Land $ 306 Building and related personal property 1,977 2,283 Less accumulated depreciation (192) 2,091 Total assets $ 7,470 Liabilities and Partners' Equity Accrued expenses and other liabilities $ 428 Partners' Equity: General partners $ 61 Limited partners 6,981 7,042 Total liabilities and partners' equity $ 7,470 See Accompanying Notes to Financial Statements
b) CENTURY PROPERTIES FUND XI STATEMENTS OF OPERATIONS (Unaudited) (in thousands, except unit data)
Three Months Ended Six Months Ended June 30, June 30, 1996 1995 1996 1995 Revenues: Rental income $ 224 $ 478 $ 466 $ 993 Other income 127 277 263 207 Total income 351 755 729 1,200 Expenses: Interest 375 48 375 96 Operating 141 378 290 538 Depreciation 16 61 35 121 General and administrative 73 125 149 177 Total expenses 605 612 849 932 Net (loss) income $ (254) $ 143 $ (120) $ 268 Net (loss) income allocated to general partners $ (2) $ 2 $ (1) $ 3 Net (loss) income allocated to limited partners (252) 141 (119) 265 Net (loss) income $ (254) $ 143 $ (120) $ 268 Net (loss) income per limited partnership unit $ (8.41) $ 4.70 $ (3.97) $ 8.84 See Accompanying Notes to Consolidated Financial Statements
c) CENTURY PROPERTIES FUND XI STATEMENT OF CHANGES IN PARTNERS' EQUITY (Unaudited) (in thousands, except unit data)
Limited General Limited Partnership Partner Partners' Total Units Equity Equity Equity Original capital contributions 29,982 $ -- $ 14,991 $ 14,991 Partners' equity at December 31, 1995 29,982 $ 62 $ 7,100 $ 7,162 Net (loss) for the six months ended June 30, 1996 -- (1) (119) (120) Partners' equity at June 30, 1996 29,982 $ 61 $ 6,981 $ 7,042 See Accompanying Notes to Financial Statements
d) CENTURY PROPERTIES FUND XI STATEMENTS OF CASH FLOWS (Unaudited) (in thousands)
Six Months Ended June 30, 1996 1995 Cash flows from operating activities: Net (loss) income $ (120) $ 268 Adjustments to reconcile net (loss) income to net cash provided by operating activities: Depreciation 35 121 Amortization 3 24 Change in accounts: Accounts receivables and other assets 46 (40) Accrued expenses and other liabilities 391 (171) Deferred costs paid -- (27) Net cash provided by operating activities 355 175 Cash flows from investing activities: Property improvements and replacements (1) (75) Net cash used in investing activities (1) (75) Cash flows from financing activities: Mortgage principal payments -- (46) Net cash used in financing activities -- (46) Increase in cash and cash equivalents 354 54 Cash and cash equivalents at beginning of period 4,928 3,268 Cash and cash equivalents at end of period $ 5,282 $ 3,322 Supplemental information: Interest paid $ -- $ 96 See Accompanying Notes to Financial Statements
e) CENTURY PROPERTIES FUND XI NOTES TO FINANCIAL STATEMENTS Note A - Basis of Presentation The accompanying unaudited financial statements 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. In the opinion of Fox Capital Management Corporation ("FCMC" or 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, 1996, are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 1996. For further information, refer to the financial statements and footnotes thereto included in the Partnership's annual report on Form 10-K for the fiscal year ended December 31, 1995. Certain reclassifications have been made to the 1995 information to conform to the 1996 presentation. Note B - Transactions with Affiliated Parties Century Properties Fund XI (the "Partnership") has no employees and is dependent on FCMC and its affiliates for the management and administration of all partnership activities. The Partnership Agreement provides for payments to affiliates for services and as reimbursement of certain expenses incurred by affiliates on behalf of the Partnership. The following transactions with affiliates of Insignia Financial Group, Inc. ("Insignia"), National Property Investors, Inc.("NPI"), and affiliates of NPI were charged to expense in 1996 and 1995:
For the Six Months Ended June 30, 1996 1995 Reimbursement for services of affiliates $ 78,000 $ 72,000
Pursuant to a series of transactions which closed during the first half of 1996, affiliates of Insignia acquired control of NPI Equity Investments II, Inc.,the entity which controlled FCMC from December 1993 through June 1996 and acquired all of the issued and outstanding shares of stock of FCMC in June 1996. In connection with these transactions, affiliates of Insignia appointed new officers and directors of NPI Equity Investments II, Inc. and FCMC. Note C - Disposition of Property On July 26, 1995, the Partnership sold its Executive Center East, Executive Center West, and the attached parcel of land to an unaffiliated third party for $3,770,000. After debt repayment in the amount of $2,032,000 and closing expenses of $284,000, the Partnership received net proceeds of approximately $1,454,000. For financial statement purposes, the Partnership recognized a gain on the sale of properties of $502,000. Note D - Subsequent Event In July 1996, the Partnership distributed $4,000,000 to the partners. The nonrecourse promissory noteholders received residual interest of $375,000. The limited partners received $3,207,000 ($106.97 per limited partnership unit) and the general partners received $418,000. ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION The Partnership's investment property consists of Shadle Shopping Center, located in Spokane, Washington. The average occupancy for each of the six month periods ended June 30, 1996 and 1995, was 74%. The Partnership's net loss for the six months ended June 30, 1996 was approximately $120,000 of which $254,000 was for the three months ended June 30, 1996, versus net income of $268,000 and $143,000, respectively, for the same periods of 1995. The decrease in income is primarily attributable to the sales of Executive Center East, Executive Center West and the attached parcel of land in July, 1995. Rental income decreased due to fewer operating properties. Expenses for the Partnership decreased also due to the sales of properties. Offsetting this decrease was an increase in interest expense relating to the residential interest to the nonrecourse promissory noteholders of $375,000 recognized as of June 30, 1996, but paid in July 1996. The increase in interest income in 1996 is primarily due to increased cash investments as a result of the proceeds from the property sales. As part of the ongoing business plan of the Partnership, the Managing General Partner monitors the rental market environment of its investment property to assess the feasibility of increasing rents, maintaining or increasing occupancy levels and protecting the Partnership from increases in expenses. As part of this plan, the Managing General Partner attempts to protect the Partnership from the burden of inflation-related increases in expenses by increasing rents and maintaining a high overall occupancy level. However, due to changing market conditions, which can result in the use of rental concessions and rental reductions to offset softening market conditions, there is no guarantee that the Managing General Partner will be able to sustain such a plan. At June 30, 1996, the Partnership had unrestricted cash of $5,282,000 as compared to $3,322,000 at June 30, 1995. The increase in net cash provided by operating activities is primarily the result of the timing of receipt and payment of various operating activities. The decrease in cash used in investing activities is due to a decrease in replacements caused by the sales of Executive Center East, Executive Center West and the attached parcel of land in July of 1995. The decrease in cash used in financing activities is due to the satisfaction of debt when the properties were sold. 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 property 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. Future cash distributions will depend on the levels of cash generated from operations, a property sale, and the availability of cash reserves. The Managing General Partner is evaluating the real estate market for a potential sale of Shadle Shopping Center. No cash distributions were paid in 1995 or during the first half of 1996. In July 1996, the Partnership distributed $4,000,000 to the partners. The nonrecourse promissory noteholders received residual interest of $375,000. The limited partners received $3,207,000 ($106.97 per limited partnership unit) and the general partners received $418,000. PART II - OTHER INFORMATION ITEMS 6. EXHIBITS AND REPORTS ON FORM 8-K a) 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 June 30, 1996. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. CENTURY PROPERTIES FUND XI By: FOX CAPITAL MANAGEMENT CORPORATION, Managing General Partner /s/William H. Jarrard, Jr. William H. Jarrard, Jr. President and Director /s/Ronald Uretta Ronald Uretta Principal Financial Officer and Principal Accounting Officer Date: August 14, 1996 EX-27 2
5 This schedule contains summary financial information extracted from Century Properties Fund XI 1996 Second Quarter 10-QSB and is qualified in its entirety by reference to such 10-QSB filing. 0000215406 CENTURY PROPERTIES FUND XI 1,000 6-MOS DEC-31-1996 JUN-30-1996 5,282 0 0 0 0 0 2,283 (192) 7,470 0 0 0 0 0 7,042 7,470 0 729 0 0 849 0 375 0 0 0 0 0 0 (120) (3.97) 0 The Registrant has an unclassified balance sheet. Multiplier is 1.
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