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 March 31, 1995
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
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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
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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 - MARCH 31, 1995
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements.
Balance Sheets
March 31, December 31,
1995 1994
(Unaudited) (Audited)
Assets
Cash and cash equivalents $ 3,172,000 $ 3,268,000
Receivables and other assets 83,000 45,000
Real Estate:
Real estate 7,223,000 7,161,000
Accumulated depreciation (2,133,000) (2,073,000)
-------------- -----------
Real estate, net 5,090,000 5,088,000
Deferred costs, net 105,000 111,000
-------------- -----------
Total assets $ 8,450,000 $ 8,512,000
============== ==============
Liabilities and Partners' Equity
Notes payable $ 2,054,000 $ 2,077,000
Accrued expenses and other liabilities 137,000 301,000
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Total liabilities 2,191,000 2,378,000
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Commitments and Contingencies
Partners' Equity:
General partner 58,000 57,000
Limited partners (29,982 units outstanding at
March 31, 1995 and December 31, 1994) 6,201,000 6,077,000
-------------- -----------
Total partners' equity 6,259,000 6,134,000
-------------- -----------
Total liabilities and partners' equity $ 8,450,000 $ 8,512,000
============== ==============
See notes to financial statements.
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CENTURY PROPERTIES FUND XI - FORM 10-Q - MARCH 31, 1995
Statements of Operations (Unaudited)
For the Three Months Ended
March 31, 1995 March 31, 1994
Revenues:
Rental $ 566,000 $ 711,000
Interest income 29,000 37,000
------------- --------------
Total revenues 595,000 748,000
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Expenses:
Interest 48,000 281,000
Operating 270,000 313,000
Depreciation 60,000 107,000
General and administrative 92,000 99,000
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Total expenses 470,000 800,000
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Net income (loss) $ 125,000 $ (52,000)
============= ==============
Net income (loss) per limited partnership unit $ 4 $ (2)
============= ==============
See notes to financial statements.
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CENTURY PROPERTIES FUND XI - FORM 10-Q - MARCH 31, 1995
Statements of Cash Flows (Unaudited)
For the Three Months Ended
March 31, 1995 March 31, 1994
Operating Activities:
Net income (loss) $ 125,000 $ (52,000)
Adjustments to reconcile net income
(loss) to net cash (used in)
operating activities:
Depreciation and amortization 71,000 120,000
Deferred costs paid (5,000) (4,000)
Changes in operating assets and liabilities:
Receivables and other assets (38,000) 114,000
Accrued expenses and other liabilities (164,000) (527,000)
-------------- --------------
Net cash (used in) operating activities (11,000) (349,000)
-------------- --------------
Investing Activities:
Proceeds from cash investments - 23,000
Additions to real estate (62,000) (21,000)
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Net cash (used in) provided by investing
activities (62,000) 2,000
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Financing Activities:
Cash distributions to partners - (2,549,000)
Notes payable principal payments (23,000) (44,000)
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Cash (used in) financing activities: (23,000) (2,593,000)
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(Decrease) in Cash and Cash Equivalents (96,000) (2,940,000)
Cash and Cash Equivalents at Beginning of Period 3,268,000 7,710,000
-------------- --------------
Cash and Cash Equivalents at End of Period $ 3,172,000 $ 4,770,000
============== ==============
Supplemental Disclosure of Cash Flow
Information:
Interest paid in cash during the period $ 48,000 $ 790,000
============== ==============
See notes to financial statements.
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CENTURY PROPERTIES FUND XI - FORM 10-Q - MARCH 31, 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.
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.
At March 31, 1995, the Partnership had approximately $2,928,000 invested
in overnight repurchase agreements earning approximately 6% per annum.
The results of operations for the three months ended March 31, 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 $36,000 and $24,000 during the three months ended March
31, 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
In May 1995, the Partnership contracted to sell its Executive Center East,
Executive Center West and the attached parcel of land with an unaffiliated
third party for $3,770,000. If the sale is consummated, the Partnership would
receive net proceeds of approximately $1,500,000. For financial statement
purposes, the Partnership would recognize a gain on the sale.
5 of 10
CENTURY PROPERTIES FUND XI - FORM 10-Q - MARCH 31, 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 properties consist of three commercial
properties, and a parcel of land. The properties are located in Las Vegas,
Nevada and Spokane, Washington. The commercial properties are leased to
tenants subject to leases with remaining lease terms currently ranging from
approximately one to eleven years. Of the three remaining properties,
Executive Center East and Shadle Shopping Center generated positive cash flow
from property operations for the three months ended March 31, 1995. Executive
Center West experienced negative cash flows due to the purchase of fixed
assets.
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
May 1, 1995, Registrant has sold nine properties and lost Manana/Dunn Business
Park through foreclosure. As described in Item 1, Note 4, Registrant has
contracted to sell its Executive Center East, Executive Center West and the
attached parcel of land. If the sale is consummated, Registrant would receive
net proceeds of approximately $1,500,000. Registrant's Shadle Shopping Center
property 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 to
properties, primarily at Shadle Shopping Center, and to provide resources for
potential debt modifications, cash distributions remained suspended for the
first quarter of 1995. It is anticipated that cash distributions will
continue to be suspended until additional properties are 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. It is anticipated that
Shadle Shopping Center will be marketed for sale when renovations are
completed.
The level of liquidity based upon cash and cash equivalents experienced a
$96,000 decrease at March 31, 1995, as compared to December 31, 1994.
Registrant's net cash decrease resulted from $11,000 of net cash used in
operating activities, $62,000 of additions to real estate (investing
activities) and $23,000 of note payable principal payments (financing
activities). The improvement in cash provided by operating activities for the
three months ended March 31, 1995, as compared to March 31, 1994, was due to
the payment of $451,000 to the Promissory Note holders as residual interest
resulting from the collection of the Foxwood Village Apartments note
receivable. Registrant is planning a major renovation project at Shadle
Shopping Center to enhance the property value. The cash required to complete
the renovation will come from working capital reserves. 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, United
States Treasury bills 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
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CENTURY PROPERTIES FUND XI - FORM 10-Q - MARCH 31, 1995
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations.
Liquidity and Capital Resources (Continued)
combined with working capital reserves, will be sufficient to fund required
capital improvements and regular debt service payments for the remainder of
1995 and the foreseeable future.
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 assets.
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 refinance or sell its remaining properties
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 properties in the future.
Results of Operations
Three Months Ended March 31, 1995 vs. March 31, 1994
Operating results improved by $177,000 for the three months ended March 31,
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 $156,000 due to an increase in revenues of $24,000 and a decrease
in expenses of $132,000.
With respect to the remaining properties, rental revenues increased by $32,000
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 decreased by $8,000 due to a decrease in average working capital
reserves available for investment.
With respect to the remaining properties, expenses decreased by $125,000 due
to a decrease in interest expense of $157,000 which was partially offset by an
increase in operating expenses of $32,000. 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 all of Registrant's properties.
Depreciation expense remained constant. In addition, general and
administrative expenses decreased by $7,000 due to a reduction in asset
management fees.
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CENTURY PROPERTIES FUND XI - FORM 10-Q - MARCH 31, 1995
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations.
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
For the Quarters Ended March 31, 1995 and 1994
Average
Square Date of Occupancy Rate (%)
Name and Location Footage Purchase 1995 1994
- ----------------- ------- -------- ---- ----
Executive Center East 48,000 12/76 85 93
Las Vegas, Nevada
Executive Center West 34,000 04/78 93 93
Las Vegas, Nevada
Shadle Shopping Center
Spokane, Washington 278,000 (1) 74 83
(1) The property (originally sold in October 1985) securing one of
Registrant's notes receivable, was re-acquired through foreclosure in
September, 1993.
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CENTURY PROPERTIES FUND XI - FORM 10-Q - MARCH 31, 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.
9 of 10
CENTURY PROPERTIES FUND XI - FORM 10-Q - MARCH 31, 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
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ARTHUR N. QUELER
Secretary/Treasurer and Director
(Principal Financial Officer)
10 of 10
<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> 3-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-START> JAN-01-1995
<PERIOD-END> MAR-31-1995
<CASH> 3,172,000
<SECURITIES> 0
<RECEIVABLES> 83,000 <F1>
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 7,223,000
<DEPRECIATION> (2,133,000)
<TOTAL-ASSETS> 8,450,000
<CURRENT-LIABILITIES> 0
<BONDS> 2,054,000
<COMMON> 0
0
0
<OTHER-SE> 6,259,000
<TOTAL-LIABILITY-AND-EQUITY> 8,450,000
<SALES> 0
<TOTAL-REVENUES> 566,000
<CGS> 0
<TOTAL-COSTS> 330,000
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 48,000
<INCOME-PRETAX> 125,000
<INCOME-TAX> 0
<INCOME-CONTINUING> 125,000
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 125,000
<EPS-PRIMARY> 4
<EPS-DILUTED> 4
<FN>
<F1> Receivables include $22,000 of other assets.
</FN>
</TABLE>
