SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(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, 1995
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from __________to ___________
Commission file number 0-8440
Century Properties Fund XI
(Exact name of Registrant as specified in its charter)
California 94-6401363
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
5665 Northside Drive N.W., Ste. 370, Atlanta, Georgia 30328
(Address of principal executive office) (Zip Code)
Registrant's telephone number, including area code (404) 916-9090
N/A
Former name, former address and fiscal year, if changed since last report.
Indicate by check mark whether Registrant (1) has filed all reports required to
be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 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_____
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS:
Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 12, 13, or 15(d) of the Securities Exchange Act of 1934
subsequent to the distribution of securities under a plan confirmed by a court.
Yes _____ No _____
APPLICABLE ONLY TO CORPORATE ISSUERS: Indicate the number of shares outstanding
of each of the issuer's classes of common stock, as of the latest practicable
date __________________.
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CENTURY PROPERTIES FUND XI - FORM 10-Q - JUNE 30, 1995
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements.
Balance Sheets
June 30, December 31,
1995 1994
(Unaudited) (Audited)
Assets
Cash and cash equivalents $ 3,322,000 $ 3,268,000
Receivables and other assets 85,000 45,000
Real Estate:
Real estate 7,236,000 7,161,000
Accumulated depreciation (2,194,000) (2,073,000)
----------- -----------
Real estate, net 5,042,000 5,088,000
Deferred costs, net 114,000 111,000
----------- -----------
Total assets $ 8,563,000 $ 8,512,000
=========== ===========
Liabilities and Partners' Equity
Notes payable $ 2,031,000 $ 2,077,000
Accrued expenses and other liabilities 130,000 301,000
----------- -----------
Total liabilities 2,161,000 2,378,000
----------- -----------
Commitments and Contingencies
Partners' Equity:
General partner 60,000 57,000
Limited partners (29,982 units outstanding at
June 30, 1995 and December 31, 1994) 6,342,000 6,077,000
----------- -----------
Total partners' equity 6,402,000 6,134,000
----------- -----------
Total liabilities and partners' equity $ 8,563,000 $ 8,512,000
=========== ===========
See notes to financial statements.
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CENTURY PROPERTIES FUND XI - FORM 10-Q - JUNE 30, 1995
Statements of Operations (Unaudited)
For the Six Months Ended
June 30, 1995 June 30, 1994
Revenues:
Rental $ 1,127,000 $ 1,473,000
Interest income 73,000 54,000
----------- -----------
Total revenues 1,200,000 1,527,000
----------- -----------
Expenses:
Operating 541,000 625,000
Interest 96,000 565,000
General and administrative 174,000 246,000
Depreciation 121,000 216,000
----------- -----------
Total expenses 932,000 1,652,000
----------- -----------
Net income (loss) $ 268,000 $ (125,000)
=========== ===========
Net income (loss) per limited partnership unit $ 9 $ (4)
=========== ===========
Distributions per limited partnership unit -- $ 74
=========== ===========
See notes to financial statements.
3 of 15
CENTURY PROPERTIES FUND XI - FORM 10-Q - JUNE 30, 1995
Statements of Operations (Unaudited)
For the Three Months Ended
June 30, 1995 June 30, 1994
Revenues:
Rental $ 561,000 $ 762,000
Interest income 44,000 17,000
--------- ---------
Total revenues 605,000 779,000
--------- ---------
Expenses:
Operating 271,000 291,000
Interest 48,000 305,000
General and administrative 82,000 147,000
Depreciation 61,000 109,000
--------- ---------
Total expenses 462,000 852,000
--------- ---------
Net income (loss) $ 143,000 $ (73,000)
========= =========
Net income (loss) per limited partnership unit $ 5 $ (2)
========= =========
See notes to financial statements.
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CENTURY PROPERTIES FUND XI - FORM 10-Q - JUNE 30, 1995
Statements of Cash Flows (Unaudited)
For the Six Months Ended
June 30, 1995 June 30, 1994
Operating Activities:
Net income (loss) $ 268,000 $ (125,000)
Adjustments to reconcile net income (loss) to
net cash provided by (used in) operating
activities:
Depreciation and amortization 145,000 243,000
Provision for doubtful receivables -- 5,000
Deferred costs paid (27,000) (38,000)
Changes in operating assets and liabilities:
Receivables and other assets (40,000) 57,000
Accrued expenses and other liabilities (171,000) (508,000)
----------- -----------
Net cash provided by (used in) operating
activities 175,000 (366,000)
----------- -----------
Investing Activities:
Additions to real estate (75,000) (28,000)
Restricted cash decrease -- 23,000
----------- -----------
Net cash (used in) investing activities (75,000) (5,000)
Financing Activities:
Cash distributions to partners -- (2,549,000)
Notes payable principal payments (46,000) (86,000)
----------- ------------
Cash (used in) financing activities (46,000) (2,635,000)
----------- ------------
Increase (Decrease) in Cash and Cash Equivalents 54,000 (3,006,000)
Cash and Cash Equivalents at Beginning
of Period 3,268,000 7,710,000
----------- -----------
Cash and Cash Equivalents at End of Period $ 3,322,000 $ 4,704,000
=========== ===========
Supplemental Disclosure of Cash Flow Information:
Interest paid in cash during the period $ 96,000 $ 1,046,000
=========== ===========
See notes to financial statements.
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CENTURY PROPERTIES FUND XI - FORM 10-Q - JUNE 30, 1995
NOTES TO FINANCIAL STATEMENTS
1. General
The accompanying financial statements, footnotes and discussions should be
read in conjunction with the financial statements, related footnotes and
discussions contained in the Partnership's Annual Report for the year ended
December 31, 1994. Certain accounts have been reclassified to conform to
the current period.
The financial information contained herein is unaudited. In the opinion of
management, however, all adjustments necessary for a fair presentation of
such financial information have been included. All adjustments are of a
normal recurring nature.
The results of operations for the six and three months ended June 30, 1995
and 1994 are not necessarily indicative of the results to be expected for
the full year.
2. Transactions with Related Parties
An affiliate of NPI, Inc. received reimbursements of administrative expenses
amounting to $72,000 and $68,000 during the six months ended June 30, 1995
and 1994, respectively. These reimbursements are included in general and
administrative expenses.
3. Cash Distributions to Partners
Distributions of $2,549,000 to the general and limited partners were made in
February 1994 resulting from collection of the Foxwood Village Apartments
note receivable.
4. Subsequent Event
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 and expenses the Partnership received
net proceeds of approximately $1,450,000 and will recognize a gain on the
sale of approximately $650,000 during the third quarter of 1995.
6 of 15
CENTURY PROPERTIES FUND XI - FORM 10-Q - JUNE 30, 1995
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations.
This item should be read in conjunction with the Financial Statements and other
Items contained elsewhere in this Report.
Liquidity and Capital Resources
Registrant's remaining real estate property is a shopping center located in
Spokane, Washington. The property is leased to tenants subject to leases with
remaining lease terms currently ranging from approximately one to eleven years.
Registrant's remaining property as well as Registrant's Executive Center East
and West properties, which were sold on July 26, 1995, generated positive cash
flow from operations during the six months ended June 30, 1995.
Registrant receives rental income from commercial spaces and is responsible for
operating expenses, administrative expenses, capital improvements and debt
service payments. Registrant is currently in its property sales phase. As of
August 1, 1995, Registrant has sold eleven properties and lost Manana/Dunn
Business Park through foreclosure. As described in Item 1, Note 4, on July 26,
1995 Registrant sold its Executive Center East, Executive Center West and the
attached parcel of land. Registrant received net proceeds of approximately
$1,450,000. Registrant's remaining property, Shadle Shopping Center, was
re-acquired through foreclosure during 1993.
Registrant uses working capital reserves provided from any undistributed cash
flow from operations as its primary source of liquidity. In order to preserve
working capital reserves required for necessary capital improvements at Shadle
Shopping Center (see below), cash distributions remain suspended. It is
anticipated that cash distributions will continue to be suspended until the
remaining property is sold. The tenant occupying approximately 19% of current
leasable space at Shadle Shopping Center, who has filed for reorganization under
Chapter 11 of the U.S. Bankruptcy Code, continues to make its rent payments.
The level of liquidity based upon cash and cash equivalents experienced a
$54,000 increase at June 30, 1995, as compared to December 31, 1994.
Registrant's $175,000 of net cash provided by operating activities was partially
offset by $75,000 of cash used for improvements to real estate (investing
activities) and $46,000 of cash used in note payable principal payments
(financing activities). The improvement in cash provided by operating
activities for the six months ended June 30, 1995, as compared to June 30, 1994,
was due to the payment of $451,000 during the 1994 period to the Promissory Note
holders as residual interest resulting from the collection of the Foxwood
Village Apartments note receivable. During the third quarter of 1995,
Registrant plans to commence a major redevelopment project at Shadle Shopping
Center to enhance the property value. The cash required to complete the
renovation will come from working capital reserves, which include net proceeds
from the sale of Executive Center East, Executive Center West and the attached
parcel of land. The project is expected to commence during the third quarter of
1995. Once the redevelopment project is completed, the property will be
marketed for sale. All other increases (decreases) in certain assets and
liabilities are the result of the timing of receipt and payment of various
operating activities.
Working capital reserves are being invested in a money market account or in
repurchase agreements secured by United States Treasury obligations. The
Managing General Partner believes that, if market conditions remain relatively
stable, cash flow from operations, when combined with working capital reserves,
will be sufficient to fund required capital improvements for the remainder of
1995 and the foreseeable future.
7 of 15
CENTURY PROPERTIES FUND XI - FORM 10-Q - JUNE 30, 1995
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations.
Liquidity and Capital Resources (Continued)
To date, investors have received cash substantially in excess of their original
investment. Any additional return of cash is dependent upon operating results
and sales proceeds from Registrant's remaining asset.
Real Estate Market
The national real estate market has suffered from the effects of the real estate
recession including, but not limited to, a downward trend in market values of
existing properties. In addition, the bailout of the savings and loan
associations and sales of foreclosed properties by auction reduced market values
and caused a further restriction on the ability to obtain credit. As a result,
Registrant's ability to sell its remaining property may be restricted. These
factors caused a decline in market property values and serve to reduce market
rental rates and/or sales prices. Management believes that the emergence of new
institutional purchasers, including real estate investment trusts and insurance
companies should create a more favorable market value for Registrant's remaining
property in the future.
Results of Operations
Six Months Ended June 30, 1995 vs. June 30, 1994
Operating results improved by $393,000 for the six months ended June 30, 1995,
as compared to 1994. Manana/Dunn Business Park was lost through foreclosure in
July 1994 and Evergreen Plaza Shopping Center was sold in December 1994. With
respect to the remaining properties, operating results improved by $407,000 due
to an increase in revenues of $64,000 and a decrease in expenses of $343,000.
With respect to the remaining properties, rental revenues increased by $45,000
due to an increase in rental rates at Registrant's Executive Center West and
Shadle Shopping Center properties, which were partially offset by a decrease in
occupancy at Executive Center East and Shadle Shopping Center. Interest income
increased by 19,000 primarily due to an increase in interest rates.
With respect to the remaining properties, a $318,000 decrease in interest
expense was only partially offset by a $47,000 increase in operating expenses.
Interest expense decreased primarily due to the repayment of the mortgage
encumbering Shadle Shopping Center in September 1994. Operating expenses
increased due to an increase in general repair and maintenance at Registrant's
Executive Center West and Shadle Shopping Center properties. Depreciation
expense remained constant. In addition, general and administrative expenses
decreased by $72,000 due to a reduction in asset management fees.
8 of 15
CENTURY PROPERTIES FUND XI - FORM 10-Q - JUNE 30, 1995
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations.
Three Months Ended June 30, 1995 vs. June 30, 1994
Operating results improved by $216,000 for the three months ended June 30, 1995,
as compared to 1994. Manana/Dunn Business Park was lost through foreclosure in
July 1994 and Evergreen Plaza Shopping Center was sold in December 1994. With
respect to the remaining properties, operating results improved by $251,000 due
to an increase in revenues of $40,000 and a decrease in expenses of $211,000.
With respect to the remaining properties, rental revenues increased by $13,000
due to an increase in rental rates at Registrant's Executive Center West and
Shadle Shopping Center properties, which were partially offset by a decrease in
occupancy at Executive Center East and Shadle Shopping Center. Interest income
increased by $27,000 primarily due to an under accrual of interest income during
the three months ended June 30, 1994.
With respect to the remaining properties, a $161,000 decrease in interest
expense was only partially offset by a $15,000 increase in operating expenses.
Interest expense decreased primarily due to the repayment of the mortgage
encumbering Shadle Shopping Center in September 1994. Operating expenses
increased due to an increase in general repair and maintenance at Registrant's
Executive Center West and Shadle Shopping Center properties. Depreciation
expense remained constant. In addition, general and administrative expenses
decreased by $65,000 due to a reduction in asset management fees.
Properties
A description of the properties in which Registrant has an ownership interest
during the period covered by this Report, along with occupancy data, follows:
CENTURY PROPERTIES FUND XI
OCCUPANCY SUMMARY
Average
Occupancy Rate (%)
--------------------------------
Six Months Three Months
Date Ended Ended
Square of June 30, June 30,
Name and Location Footage Purchase 1995 1994 1995 1994
- ----------------- ------- -------- ---- ---- ---- ----
Executive Center East (2) 48,000 12/76 83 93 82 93
Las Vegas, Nevada
Executive Center West (2) 34,000 04/78 93 93 93 93
Las Vegas, Nevada
Shadle Shopping Center 278,000 (1) 74 79 74 75
Spokane, Washington
(1) The property (originally sold in October 1985) securing one of Registrant's
notes receivable, was re-acquired through foreclosure in September, 1993.
(2) On July 26, 1995, Registrant's Executive Center East and West properties
were sold.
9 of 15
CENTURY PROPERTIES FUND XI - FORM 10-Q - JUNE 30, 1995
PART II - OTHER INFORMATION
Item 5. Pro Forma Financial Information
The following pro forma balance sheet as of June 30, 1995, and the pro forma
statement of operations for the six months ended June 30, 1995 and the year
ended December 31, 1994 give effect to the sale of Registrant's Executive
Center East, Executive Center West and the attached parcel of land property
interests to an unaffiliated third party for $3,770,000 on July 26, 1995.
After debt repayment and expenses, Registrant received net proceeds of
approximately $1,450,000 and will recognize a gain on sale of approximately
$650,000. The adjustments related to the pro forma balance sheet assume the
transaction was consummated at June 30, 1995, while the adjustments to the
pro forma statements of operations assume the transaction was consummated at
the beginning of the period presented.
The pro forma adjustments required are to eliminate the assets, liabilities
and operating activity of Executive Center East, Executive Center West and
the attached parcel of land 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 period presented or what may be achieved in the future.
10 of 15
CENTURY PROPERTIES FUND XI - FORM 10-Q - JUNE 30, 1995
PART II - OTHER INFORMATION
Item 5. Pro Forma Financial Information (Continued)
Pro Forma Balance Sheet (Unaudited)
June 30, 1995
Pro Forma
Historical Adjustments Pro Forma
----------- ------------ -----------
Assets
Cash and cash equivalents $ 3,322,000 $ (12,000) $ 3,310,000
Receivable and other assets 85,000 1,425,000 1,510,000
Real Estate:
Real estate 7,236,000 (4,959,000) 2,277,000
Accumulated depreciation (2,194,000) 2,074,000 (120,000)
----------- ----------- -----------
Real estate, net 5,042,000 (2,885,000) 2,157,000
Deferred costs, net 114,000 (92,000) 22,000
----------- ----------- -----------
Total assets $ 8,563,000 $(1,564,000) $ 6,999,000
=========== =========== ===========
Liabilities and Partners' Equity
Notes payable $ 130,000 $ (89,000) $ 41,000
Accrued expenses and other
liabilities 2,031,000 (2,031,000) --
----------- ----------- -----------
Total liabilities 2,161,000 (2,120,000) 41,000
----------- ----------- -----------
Commitments and Contingencies
Partners' Equity:
General partner 60,000 6,000 66,000
Limited partners (29,982 units
outstanding at June 30, 1995 and
December 31, 1994) 6,342,000 550,000 6,892,000
----------- ----------- -----------
Total partners' equity 6,402,000 556,000 6,958,000
----------- ----------- -----------
Total liabilities and partners'
equity $ 8,563,000 $(1,564,000) $ 6,999,000
=========== =========== ===========
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CENTURY PROPERTIES FUND XI - FORM 10-Q - JUNE 30, 1995
PART II - OTHER INFORMATION
Item 5. Pro Forma Financial Information (Continued)
Pro Forma Statement of Operations (Unaudited)
For the Six Months Ended June 30, 1995
Historical Adjustments Pro Forma
---------- ----------- ----------
Revenues:
Rental $1,127,000 $ (527,000) $ 600,000
Interest income 73,000 -- 73,000
---------- ---------- ----------
Total revenues 1,200,000 (527,000) 673,000
---------- ---------- ----------
Expenses:
Operating 541,000 (268,000) 273,000
Interest 96,000 (96,000) --
General and administrative 174,000 -- 174,000
Depreciation 121,000 (88,000) 33,000
---------- ---------- ----------
Total expenses 932,000 (452,000) 480,000
---------- ---------- ----------
Net income $ 268,000 $ (75,000) $ 193,000
========== ========== ==========
Net income per limited partnership unit $ 9 $ 6
========== ==========
12 of 15
CENTURY PROPERTIES FUND XI - FORM 10-Q - JUNE 30, 1995
PART II - OTHER INFORMATION
Item 5. Pro Forma Financial Information (Continued)
Pro Forma Statement of Operations
For the Year Ended December 31, 1994
Historical Pro Forma Pro Forma
(Audited) Adjustments (Unaudited)
----------- ------------ -----------
Revenues:
Rental $ 3,070,000 $(1,049,000) $ 2,021,000
Interest income 138,000 -- 138,000
Gain on sale of property 752,000 -- 752,000
----------- ----------- -----------
Total revenues 3,960,000 (1,049,000) 2,911,000
----------- ----------- -----------
Expenses:
Operating 1,499,000 (617,000) 882,000
Depreciation 416,000 (177,000) 239,000
Interest 614,000 (201,000) 413,000
General and administrative 393,000 -- 393,000
----------- ----------- -----------
Total expenses 2,922,000 (995,000) 1,927,000
----------- ----------- -----------
Income before extraordinary item 1,038,000 (54,000) 984,000
Extraordinary item:
Gain on extinguishment of debt 251,000 -- 251,000
----------- ----------- -----------
Net income $ 1,289,000 $ (54,000) $ 1,235,000
=========== =========== ===========
Net income per limited partnership:
Income before extraordinary item $ 35 $ 33
Extraordinary item 8 8
----------- -----------
Net income $ 43 $ 41
=========== ===========
Cash distribution per limited
partnership unit $ 74 $ 74
=========== ===========
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CENTURY PROPERTIES FUND XI - FORM 10-Q - JUNE 30, 1995
PART II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K.
No report on Form 8-K was required to be filed during the period.
14 of 15
CENTURY PROPERTIES FUND XI - FORM 10-Q - JUNE 30, 1995
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/ ARTHUR N. QUELER
Secretary/Treasurer and Director
(Principal Financial Officer)
15 of 15
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
The schedule contains summary financial information extracted from Century
Properties Fund XI and is qualified in its entirety by reference to such
financial statements.
</LEGEND>
<MULTIPLIER> 1
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-START> JAN-01-1995
<PERIOD-END> JUN-30-1995
<CASH> 3,322,000
<SECURITIES> 0
<RECEIVABLES> 85,000 <F1>
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 7,236,000
<DEPRECIATION> (2,194,000)
<TOTAL-ASSETS> 8,563,000
<CURRENT-LIABILITIES> 0
<BONDS> 2,031,000
<COMMON> 0
0
0
<OTHER-SE> 6,402,000
<TOTAL-LIABILITY-AND-EQUITY> 8,563,000
<SALES> 0
<TOTAL-REVENUES> 1,127,000
<CGS> 0
<TOTAL-COSTS> 662,000
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 96,000
<INCOME-PRETAX> 268,000
<INCOME-TAX> 0
<INCOME-CONTINUING> 268,000
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 268,000
<EPS-PRIMARY> 9
<EPS-DILUTED> 9
<FN>
<F1> Receivables include $29,000 of other assets.
</FN>
</TABLE>
