-----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, J5lGjuKN18ZEcYaD0Nukfhcy/HbmRSa9rkOwTiQW+28CUFKTR8eOp6YAn+BGbgHx Q/Vy3+OvVzMmlPduGde1bA== 0000812564-96-000003.txt : 19960513 0000812564-96-000003.hdr.sgml : 19960513 ACCESSION NUMBER: 0000812564-96-000003 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19960331 FILED AS OF DATE: 19960510 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: CENTURY PROPERTIES FUND XVII CENTRAL INDEX KEY: 0000356472 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE [6500] IRS NUMBER: 942782037 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10QSB SEC ACT: 1934 Act SEC FILE NUMBER: 000-11137 FILM NUMBER: 96559090 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 & HEYMANN STREET 2: 5665 NORTHSIDE DR 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 (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 [ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period.........to......... Commission file number 0-11137 CENTURY PROPERTIES FUND XVII (Exact name of small business issuer as specified in its charter) California 94-2782037 (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 registrant (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 XVII CONSOLIDATED BALANCE SHEET (Unaudited) (in thousands, except unit data) March 31, 1996
Assets Cash and cash equivalents $ 3,470 Reserve for capital improvements 890 Deferred financing costs, net 458 Other assets 901 Investment properties: Real estate $ 65,898 Accumulated depreciation (26,528) Allowance for impairment of value (1,430) 37,940 $ 43,659 Liabilities and Partners' Capital (Deficit) Liabilities Accrued property taxes and other liabilities $ 1,012 Mortgage notes payable 35,711 Partners' Capital (Deficit): General partner $ (6,913) Limited partners (75,000 units issued and outstanding) 13,849 6,936 $ 43,659 See Accompanying Notes to Consolidated Financial Statements
b) CENTURY PROPERTIES FUND XVII CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) (in thousands, except unit data)
Three Months Ended March 31, 1996 1995 Revenues: Rental income $ 2,886 $ 2,826 Other income 217 150 Total revenues 3,103 2,976 Expenses: Operating 1,516 1,538 Interest 883 810 Depreciation 516 493 General and administrative 112 54 Total expenses 3,027 2,895 Net income $ 76 $ 81 Net income allocated to general partner $ 9 $ 10 Net income allocated to limited partners 67 71 $ 76 $ 81 Net income per limited partnership unit $ .89 $ .95 See Accompanying Notes to Consolidated Financial Statements
c) CENTURY PROPERTIES FUND XVII CONSOLIDATED STATEMENT OF PARTNERS' CAPITAL (DEFICIT) (Unaudited) (in thousands, except unit data)
Limited Partnership General Limited Units Partner Partners Total Original capital contributions 75,000 $ -- $ 75,000 $ 75,000 Partners' (deficit) capital at December 31, 1995 75,000 $(6,922) $ 13,782 $ 6,860 Net income for the three months ended March 31, 1996 -- 9 67 76 Partners' (deficit) capital at March 31, 1996 75,000 $(6,913) $ 13,849 $ 6,936 See Accompanying Notes to Consolidated Financial Statements
d) CENTURY PROPERTIES FUND XVII CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) (in thousands)
Three Months Ended March 31, 1996 1995 Cash flows from operating activities: Net income $ 76 $ 81 Adjustments to reconcile net income to cash provided by operating activities: Depreciation and amortization 850 725 Change in accounts: Other assets 27 172 Accrued property taxes and other liabilities 295 (161) Net cash provided by operating activities 1,248 817 Cash flows from investing activities: (Increase) decrease in reserve for capital improvements (54) 700 Additions to real estate (250) (168) Net cash (used in) provided by investing activities (304) 532 Cash flows from financing activities: Payments of mortgage notes payable (97) (99) Net cash used in financing activities (97) (99) Net increase in cash and cash equivalents 847 1,250 Cash and cash equivalents at beginning of period 2,623 1,149 Cash and cash equivalents at end of period $ 3,470 $ 2,399 Supplemental information: Cash paid for interest $ 554 $ 578 See Accompanying Notes to Consolidated Financial Statements
e) CENTURY PROPERTIES FUND XVII NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) Note A - Basis of Presentation The accompanying unaudited financial statements of Century Properties Fund XVII (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 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 consolidated financial statements and footnotes thereto included in the Partnership's annual report on Form 10-K for the 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 NPI Equity Investments II, Inc. ("NPI Equity" or the "Managing General Partner") 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 Three Months Ended March 31, 1996 1995 Property management fees (included in operating expenses) $149,000 $145,000 Reimbursement for services of affiliates (included in general and administrative expenses) 71,000 36,000
For the period from January 19, 1996, to March 31, 1996, the Partnership insured its properties under a master policy through an agency and insurer unaffiliated with the Managing General Partner. An affiliate of the Managing General Partner acquired, in the acquisition of a business, certain financial obligations from an insurance agency which was later acquired by the agent who placed the current year's master policy. The current agent assumed the financial obligations to the affiliate of the Managing General Partner who received payments on these obligations from the agent. The amount of the Partnership's insurance premiums accruing to the benefit of the affiliate of the Managing General Partner by virtue of the agent's obligations is not significant. Note B - Transactions with Affiliated Parties - continued The general partner of the Partnership is Fox Partners, a California general partnership. The general partners of Fox Partners are Fox Capital Management Corporation ("FCMC"), a California corporation, Fox Realty Investors ("FRI"), a California general partnership, and Fox Partners 82, a California general partnership. On December 6, 1993, the shareholders of FCMC entered into a Voting Trust Agreement with NPI Equity pursuant to which NPI Equity was granted the right to vote 100 percent of the outstanding stock of FCMC and NPI Equity became the Managing General Partner of FRI. As a result, NPI Equity 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 FRI. NPI Equity is a wholly-owned subsidiary of NPI. The shareholders of FCMC and the partners in FRI 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. On August 17, 1995, the stockholders of NPI entered into an agreement to sell to IFGP Corporation, a Delaware corporation, an affiliate of Insignia, a Delaware corporation, 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 and NPI Equity resigned and IFGP Corporation caused new officers and directors of each of these entities to be elected. ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS The Partnership's investment properties consist of five apartment complexes. The following table sets forth the average occupancy of the properties for the three months ended March 31, 1996 and 1995: Average Occupancy Property 1996 1995 Cherry Creek Garden Apartments Englewood, Colorado 94% 96% Creekside Apartments Denver, Colorado 97% 97% The Lodge Apartments Denver, Colorado 96% 98% The Village in the Woods Apartments Cypress, Texas 91% 93% Cooper's Pond Apartments Tampa, Florida 90% 91% The Partnership generated net income for the three months ended March 31, 1996, of approximately $76,000 compared to $81,000 for the comparable period of 1995. The decrease in net income is primarily attributable to an increase in general and administrative expenses which was partially offset by an increase in other income. The increase in general and administrative expenses is due to an increase in expense reimbursements related to costs associated with the operation of two offices during the first quarter of 1996 and the relocation of partnership administration during this same period. The increase in other income is due primarily to increased interest income as a result of the increase in cash reserves held by the Partnership. During the first quarter of 1996, the Partnership invested in short-term T-bills so that a higher rate of return would be earned on the Partnership's cash reserves. As part of the ongoing business plan of the Partnership, the Managing General Partner monitors the rental market environment of each of its investment properties to assess the feasibility of increasing rents, maintaining or increasing occupancy levels and protecting the Partnership from increases in expense. 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 $3,470,000 compared to $2,399,000 at March 31, 1995. Net cash provided by operating activities increased primarily as a result of increased accrued liabilities due to the timing of the payment of various operating expenses. Also contributing to the increase in accrued liabilities was an increase in the amount of prepaid rent collections at March 31, 1996. Net cash used in investing activities increased due to fewer withdrawals being made from capital improvement reserves. 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. 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 various properties 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. The mortgage indebtedness of $35,711,000 net of discount, matures at various times with balloon payments due at maturity at which time the properties will either be refinanced or sold. Future cash distributions will depend on the levels of net cash generated from operations, property sales and the availability of cash reserves. No cash distributions were made in 1995 or during the first three months of 1996. Currently, the Managing General Partner is evaluating the feasibility of a distribution during 1996. At this time, it appears that the original investment objective of capital growth from inception of the Partnership will not be attained and that investors will not receive a return of all of their invested capital. PART II - OTHER INFORMATION ITEM 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 Registrant. SIGNATURES 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 XVII By: Fox Partners Its General Partner By: Fox Capital Management Corporation, Its Managing General Partner By: /s/ William H. Jarrard, Jr. William H. Jarrard, Jr. President and Director BY: /s/ Ronald Uretta Ronald Uretta Principal Financial Officer and Principal Accounting Officer Date: May 10, 1996 EX-27 2
5 This schedule contains summary financial information extracted from Century Properties Fund XVII 1996 First Quarter 10-QSB and is qualified in its entirety by reference to such 10-QSB filing. 0000356472 CENTURY PROPERTIES FUND XVII 1,000 3-MOS DEC-31-1996 MAR-31-1996 3,470 0 0 0 0 0 64,468 26,528 43,659 0 35,711 0 0 0 6,936 43,659 0 3,103 0 0 3,027 0 883 0 0 0 0 0 0 76 .89 0 The Registrant has an unclassified balance sheet.
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