-----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, JL0OdqP+zqmN/yzH/Jw0MA43moUJTcLIXrGo6NumFzoXNYgyWqq1uK8qwP7kxIs6 thB21pXcdKo2Dwe9tTvRnw== 0000317900-96-000010.txt : 19961113 0000317900-96-000010.hdr.sgml : 19961113 ACCESSION NUMBER: 0000317900-96-000010 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19960930 FILED AS OF DATE: 19961112 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: 96659039 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 September 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, except unit data) September 30, 1996 Assets Cash and cash equivalents $ 1,433 Accounts receivables and other assets 68 Investment properties: Land $ 306 Building and related personal property 1,977 2,283 Less accumulated depreciation (209) 2,074 $ 3,575 Liabilities and Partners' Equity Accrued expenses and other liabilities $ 39 Partners' Equity (Deficit): General partner's $ (221) Limited partners' (29,982 units issued and outstanding) 3,757 3,536 $ 3,575 See Accompanying Notes to Financial Statements b) CENTURY PROPERTIES FUND XI STATEMENTS OF OPERATIONS (Unaudited) (in thousands, except unit data)
Three Months Ended Nine Months Ended September 30, September 30, 1996 1995 1996 1995 Revenues: Rental income $ 214 $ 362 $ 680 $ 1,355 Other income 69 109 332 316 Gain on disposition of property -- 502 -- 502 Total income 283 973 1,012 2,173 Expenses: Operating 101 272 391 810 Interest -- 24 375 120 Depreciation 18 31 53 152 General and administrative 181 87 330 264 Total expenses 300 414 1,149 1,346 Net (loss) income $ (17) $ 559 $ (137) $ 827 Net (loss) income allocated to general partner $ -- $ -- $ (1) $ 3 Net (loss) income allocated to limited partners (17) 559 (136) 824 Net (loss) income $ (17) $ 559 $ (137) $ 827 Net (loss) income per limited partnership unit $ (.56) $ 18.64 $ (4.53) $ 27.48 Distribution per limited partnership unit $ 106.96 $ -- $ 106.96 $ -- 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 29,982 $ -- $ 14,991 $ 14,991 contributions Partners' equity at December 31, 1995 29,982 $ 62 $ 7,100 $ 7,162 Distributions (282) (3,207) (3,489) Net loss for the nine months ended September 30, 1996 -- (1) (136) (137) Partners' (deficit) equity at September 30, 1996 29,982 $ (221) $ 3,757 $ 3,536 See Accompanying Notes to Financial Statements
d) CENTURY PROPERTIES FUND XI STATEMENTS OF CASH FLOWS (Unaudited) (in thousands) Nine Months Ended September 30, 1996 1995 Cash flows from operating activities: Net (loss) income $ (137) $ 827 Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities: Depreciation 53 152 Amortization 5 29 Gain on disposition of property -- (502) Change in accounts: Accounts receivables and other assets 72 (9) Accrued expenses and other liabilities 2 (248) Deferred costs paid -- (42) Net cash (used in) provided by operating activities (5) 207 Cash flows from investing activities: Property improvements and replacements (1) (83) Proceeds from sale of properties -- 3,486 Net cash (used in) provided by investing activities (1) 3,403 Cash flows from financing activities: Mortgage principal payments -- (45) Repayment of notes payable -- (2,032) Distribution to partners (3,489) -- Net cash used in financing activities (3,489) (2,077) (Decrease) increase in cash and cash equivalents (3,495) 1,533 Cash and cash equivalents at beginning of period 4,928 3,268 Cash and cash equivalents at end of period $ 1,433 $ 4,801 Supplemental information: Cash paid for interest on mortgage $ -- $ 137 Cash paid for interest to promissory noteholders $ 375 $ -- 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 and nine month periods ended September 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 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 the first half of 1996, affiliates of Insignia Financial Group, Inc. ("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. The following transactions with affiliates of Insignia, National Property Investors, Inc.("NPI"), and affiliates of NPI were charged to expense in 1996 and 1995:
For the Nine Months Ended September 30, 1996 1995 Reimbursement for services of affiliates (included in general and administrative expenses) $ 98,000 $ 108,000 Partnership Management fee (included in general and administrative expenses) 135,000 --
NOTE B - TRANSACTIONS WITH AFFILIATED PARTIES - (continued) The Partnership management fee of approximately $135,000 was paid in accordance with the Partnership Agreement. The amount equates to 9% of the distribution attributable to cash from operations. During the nine months ended September 30, 1995, an affiliate of FCMC was paid $129,000 in connection with the sale of Executive Center East, Executive Center West, and the attached parcel of land ("Note C") which is included in the gain on disposition of property. 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 - DISTRIBUTIONS TO PARTNERS In July 1996, the Partnership distributed $3,489,000 to its partners. The limited partners received $3,207,000 ($106.96 per limited partnership unit) and the general partner received $282,000. The former holders of the nonrecourse promissory notes received a residual interest payment of $375,000. 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 nine month periods ended September 30, 1996 and 1995, was 74%. The Partnership's net loss for the nine months ended September 30, 1996, was approximately $137,000 of which $17,000 was for the three months ended September 30, 1996, versus net income of $827,000 and $559,000, respectively, for the same periods of 1995. The decrease in net income is primarily attributable to the sales of Executive Center East, Executive Center West and the attached parcel of land in July 1995, on which a gain of $502,000 was recognized. Rental income decreased due to fewer operating properties. Rental income also decreased due to a decrease in market rent as well as a decrease in percentage rent paid by a tenant at Shadle Shopping Center in 1996. The increase in other income for the nine month period ended September 30, 1996, is primarily due to increased interest income as a result of cash investments of the proceeds from the property sales during 1995. Other income decreased for the three month period ended September 30, 1996, due to the distribution of these proceeds in July 1996, as discussed in "Item 1, Note D - Distributions to Partners." Total expenses for the Partnership also decreased due to the sales of properties. Offsetting this decrease was an increase in interest expense relating to the residual interest to former holders of the nonrecourse promissory notes of $375,000 accrued in the second quarter of 1996 and paid in July 1996. Also offsetting the decrease in total expenses was an increase in general and administrative expenses. The increase in general and administrative expenses was due primarily to the payment of a Partnership management fee of approximately $135,000 associated with the distribution in July 1996 in accordance with the Partnership Agreement. This increase was partially offset by a decrease in fees paid to the third-party asset manager of Shadle Shopping Center. 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 September 30, 1996, the Partnership had unrestricted cash of $1,433,000 as compared to $4,801,000 at September 30, 1995. The increase in net cash used in operating activities is primarily the result of the changes in operating activity discussed above. The increase in cash used in investing activities is due to the net proceeds on disposition of Executive Center East, Executive Center West and the attached parcel of land in July of 1995. The increase in cash used in financing activities is due to a distribution that was made on July 3, 1996. 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. In July 1996, the Partnership distributed $3,489,000 to the partners. The limited partners received $3,207,000 ($106.96 per limited partnership unit) and the general partner received $282,000. This distribution represents a return on the limited partners' invested capital. The former holders of the nonrecourse promissory notes received a residual interest payment of $375,000. 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 September 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: November 12, 1996 EX-27 2
5 This schedule contains summary financial information extracted from Century Properties Fund XI 1996 Third Quarter 10-QSB and is qualified in its entirety by reference to such 10-QSB filing. 0000215406 CENTURY PROPERTIES FUND XI 1,000 9-MOS DEC-31-1996 SEP-30-1996 1,433 0 0 0 0 0 2,283 (209) 3,575 0 0 0 0 0 3,536 3,575 0 1,012 0 0 1,149 0 375 (137) 0 (137) 0 0 0 (137) (4.53) 0 Registrant has an unclassified balance sheet. Multiplier is 1.
-----END PRIVACY-ENHANCED MESSAGE-----