-----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, H9mChwHtQ90nNzIheWLJ6AA0+jLgcgN9f0lCjzEKeCMLGfPGe/V9KUHasksJUhmw yEqqo6F0pOTeLIfXSkgbZQ== 0000215406-97-000002.txt : 19970520 0000215406-97-000002.hdr.sgml : 19970520 ACCESSION NUMBER: 0000215406-97-000002 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19970331 FILED AS OF DATE: 19970515 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: 97607179 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 FORM 10-QSB--QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 QUARTERLY OR TRANSITIONAL REPORT 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 March 31, 1997 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) (Zip Code) (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, except unit data) March 31, 1997 Assets Cash and cash equivalents $ 1,832 Receivables and deposits 118 Other assets 7 Investment properties: Land $ 306 Building and related personal property 1,977 2,283 Less accumulated depreciation (244) 2,039 $ 3,996 Liabilities and Partners' Equity Tenants' security deposits $ 7 Accrued property taxes 24 Other liabilities 307 Partners' Equity (Deficit): General partner's $ (221) Limited partners' (29,982 units issued and outstanding) 3,879 3,658 $ 3,996 See Accompanying Notes to Financial Statements b) CENTURY PROPERTIES FUND XI STATEMENTS OF OPERATIONS (Unaudited) (in thousands, except unit data) Three Months Ended March 31, 1997 1996 Revenues: Rental income $ 237 $ 242 Other income 71 136 Total income 308 378 Expenses: Operating 200 149 Depreciation 17 19 General and administrative 37 76 Total expenses 254 244 Net income $ 54 $ 134 Net income allocated to general partner $ -- $ 1 Net income allocated to limited partners 54 133 Net income $ 54 $ 134 Net income per limited partnership unit $ 1.78 $ 4.42 See Accompanying Notes to Financial Statements c) CENTURY PROPERTIES FUND XI STATEMENT OF CHANGES IN PARTNERS' EQUITY (DEFICIT) (Unaudited) (in thousands, except unit data) Limited General Limited Partnership Partner Partners' Total Units Deficit Equity Equity Original capital contributions 29,982 $ -- $ 14,991 $ 14,991 Partners' (deficit) equity at December 31, 1996 29,982 $ (221) $ 3,825 $ 3,604 Net income for the three months ended March 31, 1997 -- -- 54 54 Partners' (deficit) equity at March 31, 1997 29,982 $ (221) $ 3,879 $ 3,658 See Accompanying Notes to Financial Statements d) CENTURY PROPERTIES FUND XI STATEMENTS OF CASH FLOWS (Unaudited) (in thousands) Three Months Ended March 31, 1997 1996 Cash flows from operating activities: Net income $ 54 $ 134 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation 17 19 Change in accounts: Receivables and deposits (98) 117 Other assets 7 (1) Accounts payable (2) (13) Tenants' security deposits -- (2) Accrued property taxes 24 22 Other liabilities 294 33 Net cash provided by operating activities 296 309 Cash flows from investing activities: Property improvements and replacements -- (1) Net cash used in investing activities -- (1) Cash flows from financing activities: Net cash used in financing activities -- -- Increase in cash and cash equivalents 296 308 Cash and cash equivalents at beginning of period 1,536 4,928 Cash and cash equivalents at end of period $ 1,832 $ 5,236 Supplemental information: Cash paid for interest $ -- $ -- See Accompanying Notes to Financial Statements e) CENTURY PROPERTIES FUND XI NOTES TO FINANCIAL STATEMENTS (Unaudited) NOTE A - BASIS OF PRESENTATION The accompanying unaudited financial statements of Century Properties Fund XI (the "Partnership") have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-QSB and Item 310(b) of Regulation S-B. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. 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 month period ended March 31, 1997, are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 1997. For further information, refer to the financial statements and footnotes thereto included in the Partnership's annual report on Form 10-KSB for the fiscal year ended December 31, 1996. Certain reclassifications have been made to the 1996 information to conform to the 1997 presentation. NOTE B - TRANSACTIONS WITH AFFILIATED PARTIES 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. Pursuant to a series of transactions which closed during 1996, affiliates of Insignia Financial Group, Inc. ("Insignia") acquired all of the issued and outstanding shares of stock of FCMC, NPI Equity Investments II, Inc. ("NPI Equity") and National Property Investors, Inc. ("NPI"). 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 during the three month periods ended March 31, 1997 and 1996 (dollar amounts in thousands): For the Three Months Ended March 31, 1997 1996 Reimbursement for services of affiliates (included in general and administrative expenses) $ 14 $ 49 NOTE C - SUBSEQUENT EVENT On April 18, 1997, the Partnership sold its Shadle Shopping Center to an unaffiliated third party for $6,600,000. The Partnership received net proceeds of approximately $6,109,000 in April 1997. For financial statement purposes, the Partnership will recognize a gain on the sale of Shadle Shopping Center. NOTE D - PRO FORMA FINANCIAL INFORMATION The following pro forma balance sheet as of March 31, 1997, and the pro forma statements of operations for the year ended December 31, 1996, and the three months ended March 31, 1997, give effect to the sale of Shadle Shopping Center. The adjustments related to the pro forma balance sheet assume the transaction was consummated at March 31, 1997, while the adjustments to the pro forma income statements assume the transaction was consummated at the beginning of the period presented. The sale occurred on April 18, 1997. The pro forma adjustments required are to eliminate the assets, liabilities and operating activity of Shadle Shopping Center and to reflect consideration received for the property. These pro forma adjustments are not necessarily reflective of the results that actually would have occurred if the sale had been in effect as of and for the periods presented or what may be achieved in the future. PRO FORMA BALANCE SHEET March 31, 1997 (Unaudited) (in thousands) Pro Forma As Reported Adjustments Pro Forma Assets Cash and cash equivalents $ 1,832 $ 6,109 $ 7,941 Receivables and deposits 118 (7) 111 Other assets 7 (7) -- Investment properties: Real estate 2,283 (2,283) -- Accumulated depreciation (244) 244 -- Real estate, net 2,039 (2,039) -- $ 3,996 $ 4,056 $ 8,052 Liabilities and Partners' Equity Liabilities Tenants' security deposits $ 7 $ (7) $ -- Accrued property taxes 24 (24) -- Other liabilities 307 (300) 7 338 (331) 7 Partners' Capital 3,658 4,387 8,045 $ 3,996 $ 4,056 $ 8,052 PRO FORMA STATEMENT OF OPERATIONS For the Year Ended December 31, 1996 (in thousands, except unit data) Pro Forma As Reported Adjustments Pro Forma (Audited) Revenues: Rental income $ 861 $ (861) $ -- Other income 404 (189) 215 Total revenues 1,265 (1,050) 215 Expenses: Operations 527 (527) -- Interest 375 -- 375 Depreciation 70 (70) -- General and administrative 362 -- 362 Total expenses 1,334 (597) 737 Net loss $ (69) $ (453) $ (522) Net loss per limited $ (2.27) $ (14.95) $ (17.23) partnership unit PRO FORMA STATEMENT OF OPERATIONS For the Three Months Ended March 31, 1997 (Unaudited) (in thousands, except unit data) Pro Forma As Reported Adjustments Pro Forma Revenues: Rental income $ 237 $ (237) $ -- Other income 71 (55) 16 Total revenues 308 (292) 16 Expenses: Operating 200 (200) -- Depreciation 17 (17) -- General and administrative 37 -- 37 Total expenses 254 (217) 37 Net income (loss) $ 54 $ (75) $ (21) Net income (loss) per limited partnership unit $ 1.78 $ (2.48) $ (.69) 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 three month periods ended March 31, 1997 and 1996, was 72% and 74%, respectively. The sale of Shadle Shopping Center was consummated on April 18, 1997 for a contract sales price of $6,600,000. The Partnership received net proceeds of approximately $6,109,000 (including an earnest money deposit of $300,000). The Managing General Partner expects to pay a final distribution, after establishing a sufficient reserve, during 1997 at which time the Partnership will be terminated. The Partnership's net income for the three months ended March 31, 1997, was approximately $54,000 versus net income of $134,000 for the same period of 1996. The decrease in net income is primarily attributable to a decrease in other income and an increase in operating expenses which were partially offset by a decrease in general and administrative expenses. The decrease in other income for the three month period ended March 31, 1997, is primarily due to decreased interest income as a result of decreased levels of cash reserves. Operating expenses increased as a result of a substantial increase in snow removal and other maintenance materials due to severe winter weather experienced during the first quarter of 1997. General and administrative expenses decreased due to a reduction in fees paid to the third-party asset manager of Shadle Shopping Center and a reduction in audit expense. As noted in "Item 1. Note B - Transactions with Affiliated Parties," the Partnership reimburses the Managing General Partner and its affiliates for its costs involved in the management and administration of all partnership activities. The decrease in general and administrative expenses during the three month period ended March 31, 1997, is also attributable to the transition and relocation of the administrative offices during the first quarter of 1996. At March 31, 1997, the Partnership had unrestricted cash of $1,832,000 as compared to $5,236,000 at March 31, 1996. The decrease in net cash provided by operating activities is primarily the result of the decrease in net income for the three month period ended March 31, 1997 as compared to the corresponding period in 1996, as discussed above, and a decrease in receivables and deposits. Partially offsetting these decreases is an increase in other liabilities. The decrease in receivables and deposits is due to the timing of collections of accounts receivable. The increase in other liabilities is primarily due to the earnest money deposit made by the purchaser of Shadle Shopping Center (see discussion above). No cash distributions were paid in the first quarter of 1997 or 1996. In July 1996, the Partnership distributed approximately $3,489,000 to its partners. 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 March 31, 1997. 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 Vice President and Treasurer Date: May 15, 1997 EX-27 2
5 This schedule contains summary financial information extracted from Century Properties Fund XI 1997 First Quarter 10-QSB and is qualified in its entirety by reference to such 10-QSB filing. 0000215406 CENTURY PROPERTIES FUND XI 1,000 3-MOS DEC-31-1997 MAR-31-1997 1,832 0 0 0 0 0 2,283 (244) 3,996 0 0 0 0 0 3,658 3,996 0 308 0 0 254 0 0 54 0 54 0 0 0 54 1.78 0 Registrant has an unclassified balance sheet. Multiplier is 1.
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