-----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, NtKhpkv76HnqLXYZcO2fMZXtCTnP+1zlA+6jQR+VOl42S07gb0L61xSiBI0gXyEW ZoQ/uhEKPP0jkx+6afbtJA== 0000355804-96-000004.txt : 19960514 0000355804-96-000004.hdr.sgml : 19960514 ACCESSION NUMBER: 0000355804-96-000004 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19960331 FILED AS OF DATE: 19960513 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: 96561530 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 (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 March 31, 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 (in thousands, except unit data) March 31, 1996
March 31, 1996 (Unaudited) Cash and cash equivalents $ 5,236 Accounts receivables and other assets 29 Investment properties: Land $ 305 Building and related personal property 1,978 2,283 Less accumulated depreciation (174) 2,109 Total assets $ 7,374 Liabilities and Partners' Equity Accrued expenses and other liabilities $ 78 Partners' Equity: General partners $ 63 Limited partners (29,982 units outstanding) 7,233 7,296 Total liabilities and partners' equity $ 7,374 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, 1996 1995 Revenues: Rental income $ 291 $ 566 Interest income 87 29 Total revenues 378 595 Expenses: Interest -- 48 Operating 149 270 Depreciation 19 60 General and administrative 76 92 Total expenses 244 470 Net income $ 134 $ 125 Net income allocated to general partners (1%) $ 1 $ 1 Net income allocated to limited partners (99%) 133 124 Net income $ 134 $ 125 Net income per limited partnership unit $ 4.42 $ 4.13 See Accompanying Notes to Financial Statements
c) CENTURY PROPERTIES FUND XI STATEMENTS OF CHANGES IN PARTNERS' EQUITY (Unaudited) (in thousands, except unit data)
Limited General Limited Partnership Partners' 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 income for the three months ended March 31, 1996 -- 1 133 134 Partners' equity at March 31, 1996 29,982 $ 63 $ 7,233 $ 7,296 See Accompanying Notes to Financial Statements
c) CENTURY PROPERTIES FUND XI STATEMENTS OF CASH FLOWS (Unaudited) (in thousands, except unit data)
Three Months Ended March 31, 1996 1995 Cash flows from operating activities: Net income $ 134 $ 125 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 19 71 Change in accounts: Accounts receivables and other assets 116 (43) Accrued expenses and other liabilities 40 (164) Net cash provided by (used in) operating activities 309 (11) Cash flows from investing activities: Property improvements and replacements (1) (62) Net cash used in investing activities (1) (62) Cash flows from financing activities: Mortgage principal payments -- (23) Net cash used in financing activities -- (23) Increase(decrease) in cash and cash equivalents 308 (96) Cash and cash equivalents at beginning of period 4,928 3,268 Cash and cash equivalents at end of period $ 5,236 $ 3,172 Supplemental information: Interest paid $ -- $ 48 See Accompanying Notes to Financial Statements
d) 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 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, 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 the general partner of the Partnership, Fox Capital Management Corporation ("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., National Property Investors, Inc.("NPI"), and affiliates of NPI were charged to expense in 1996 and 1995:
For the Three Months Ended March 31, 1996 1995 Reimbursement for services of affiliates $ 49,000 $ 36,000
On December 6, 1993, the shareholders of FCMC entered into a Voting Trust Agreement with NPI Equity Investments II, Inc. ("NPI Equity" or the "Managing General Partner") pursuant to which NPI Equity was granted the right to vote 100 percent of the outstanding stock of FCMC. As a result, NPI Equity indirectly became responsible for the operation and management of the business and affairs of the Partnership and the other investment partnerships originally sponsored by FCMC and/or Fox Realty Investors, an affiliate of FCMC. NPI Equity is a wholly- owned subsidiary of NPI. The shareholders of FCMC retain indirect economic interests in the Partnership and such other investment limited partnerships, but have ceased to be responsible for the operation and management of the Partnership and such other partnerships. Note B - Transactions with Affiliated Parties (continued) On August 17, 1995, the shareholders of NPI entered into an agreement to sell to IFGP Corporation, a Delaware corporation, an affiliate of Insignia Financial Group, Inc., a Delaware corporation ("Insignia"), all of the issued and outstanding common stock of NPI, for an aggregate purchase price of $1,000,000. The closing of the transactions contemplated by the above mentioned agreement (the "Closing") occurred on January 19, 1996. Upon the Closing, the officers and directors of NPI, FCMC and NPI Equity resigned and IFGP Corporation caused new officers and directors of each of those entities to be elected. 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 both of the three month periods ended March 31, 1996 and 1995, was 74%. The Partnership's net income for the three months ended March 31, 1996 was approximately $134,000 versus $125,000 for the same period of 1995. The increase in net income is attributable to the Partnership selling Executive Center East, Executive Center West and the attached parcel of land in July of 1995. The sale caused a decrease in rental revenues which was partially offset by increased rental rates and more stable occupancy at the Partnership's remaining property. Interest income increased as a result of the increased cash investments which resulted from the sales discussed above. Expenses for the Partnership decreased, also as a result of the 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 March 31, 1996, the Partnership had unrestricted cash of $5,236,000 as compared to $3,172,000 at March 31, 1995. Net cash provided by operating activities increased primarily due to the timing of payments and collection of rents. The decrease in cash used in investing activities is due to a decrease in property replacements caused by the sales in 1995. The decrease in cash used in financing activities is due to the satisfaction of debt when the properties were sold in 1995. 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. No cash distributions were paid in 1995 or during the first quarter of 1996. The Managing General Partner is currently evaluating its options to either renovate or sell Shadle Shopping Center. The Managing General Partner is also evaluating the possibility of making a cash distribution. 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: a Form 8-K dated January 19, 1996, was filed reporting the change in control of the Partnership. 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, A 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: May 13, 1996 EX-27 2
5 This schedule contains summary financial information extracted from Century Properties Fund XI 1996 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-31-1996 MAR-31-1996 5,236 0 0 0 0 0 2,283 174 7,374 0 0 0 0 0 7,296 7,374 0 378 0 0 244 0 0 0 0 134 0 0 0 134 4.42 0 The Registrant has an unclassified balance sheet.
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