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 June 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)
June 30, 1996
<TABLE>
<CAPTION>
<S> <C> <C>
Assets
Cash and cash equivalents $ 5,282
Accounts receivables and other assets 97
Investment properties:
Land $ 306
Building and related personal property 1,977
2,283
Less accumulated depreciation (192) 2,091
Total assets $ 7,470
Liabilities and Partners' Equity
Accrued expenses and other liabilities $ 428
Partners' Equity:
General partners $ 61
Limited partners 6,981 7,042
Total liabilities and partners' equity $ 7,470
<FN>
See Accompanying Notes to Financial Statements
</TABLE>
b) CENTURY PROPERTIES FUND XI
STATEMENTS OF OPERATIONS
(Unaudited)
(in thousands, except unit data)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30, June 30,
1996 1995 1996 1995
<S> <C> <C> <C> <C>
Revenues:
Rental income $ 224 $ 478 $ 466 $ 993
Other income 127 277 263 207
Total income 351 755 729 1,200
Expenses:
Interest 375 48 375 96
Operating 141 378 290 538
Depreciation 16 61 35 121
General and administrative 73 125 149 177
Total expenses 605 612 849 932
Net (loss) income $ (254) $ 143 $ (120) $ 268
Net (loss) income allocated to
general partners $ (2) $ 2 $ (1) $ 3
Net (loss) income allocated to
limited partners (252) 141 (119) 265
Net (loss) income $ (254) $ 143 $ (120) $ 268
Net (loss) income per limited
partnership unit $ (8.41) $ 4.70 $ (3.97) $ 8.84
<FN>
See Accompanying Notes to Consolidated Financial Statements
</TABLE>
c) CENTURY PROPERTIES FUND XI
STATEMENT OF CHANGES IN PARTNERS' EQUITY
(Unaudited)
(in thousands, except unit data)
<TABLE>
<CAPTION>
Limited General Limited
Partnership Partner Partners' Total
Units Equity Equity Equity
<S> <C> <C> <C> <C>
Original capital contributions 29,982 $ -- $ 14,991 $ 14,991
Partners' equity at
December 31, 1995 29,982 $ 62 $ 7,100 $ 7,162
Net (loss) for the six
months ended June 30, 1996 -- (1) (119) (120)
Partners' equity at
June 30, 1996 29,982 $ 61 $ 6,981 $ 7,042
<FN>
See Accompanying Notes to Financial Statements
</TABLE>
d) CENTURY PROPERTIES FUND XI
STATEMENTS OF CASH FLOWS
(Unaudited)
(in thousands)
<TABLE>
<CAPTION>
Six Months Ended
June 30,
1996 1995
<S> <C> <C>
Cash flows from operating activities:
Net (loss) income $ (120) $ 268
Adjustments to reconcile net (loss) income to
net cash provided by operating activities:
Depreciation 35 121
Amortization 3 24
Change in accounts:
Accounts receivables and other assets 46 (40)
Accrued expenses and other liabilities 391 (171)
Deferred costs paid -- (27)
Net cash provided by operating
activities 355 175
Cash flows from investing activities:
Property improvements and replacements (1) (75)
Net cash used in investing activities (1) (75)
Cash flows from financing activities:
Mortgage principal payments -- (46)
Net cash used in financing activities -- (46)
Increase in cash and cash equivalents 354 54
Cash and cash equivalents at beginning of period 4,928 3,268
Cash and cash equivalents at end of period $ 5,282 $ 3,322
Supplemental information:
Interest paid $ -- $ 96
<FN>
See Accompanying Notes to Financial Statements
</TABLE>
e)
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 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 six month periods ended June
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
Century Properties Fund XI (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.
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:
<TABLE>
<CAPTION>
For the Six Months Ended
June 30,
1996 1995
<S> <C> <C>
Reimbursement for services of affiliates $ 78,000 $ 72,000
</TABLE>
Pursuant to a series of transactions which closed during the first half of
1996, affiliates of 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.
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 - Subsequent Event
In July 1996, the Partnership distributed $4,000,000 to the partners. The
nonrecourse promissory noteholders received residual interest of $375,000. The
limited partners received $3,207,000 ($106.97 per limited partnership unit) and
the general partners received $418,000.
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 six month
periods ended June 30, 1996 and 1995, was 74%.
The Partnership's net loss for the six months ended June 30, 1996 was
approximately $120,000 of which $254,000 was for the three months ended June 30,
1996, versus net income of $268,000 and $143,000, respectively, for the same
periods of 1995. The decrease in income is primarily attributable to the sales
of Executive Center East, Executive Center West and the attached parcel of land
in July, 1995. Rental income decreased due to fewer operating properties.
Expenses for the Partnership decreased also due to the sales of properties.
Offsetting this decrease was an increase in interest expense relating to the
residential interest to the nonrecourse promissory noteholders of $375,000
recognized as of June 30, 1996, but paid in July 1996. The increase in interest
income in 1996 is primarily due to increased cash investments as a result of the
proceeds from the property 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 June 30, 1996, the Partnership had unrestricted cash of $5,282,000 as
compared to $3,322,000 at June 30, 1995. The increase in net cash provided by
operating activities is primarily the result of the timing of receipt and
payment of various operating activities. The decrease in cash used in investing
activities is due to a decrease in replacements caused by the sales of Executive
Center East, Executive Center West and the attached parcel of land in July of
1995. The decrease in cash used in financing activities is due to the
satisfaction of debt when the properties were sold.
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 or during the first
half of 1996. In July 1996, the Partnership distributed $4,000,000 to the
partners. The nonrecourse promissory noteholders received residual interest of
$375,000. The limited partners received $3,207,000 ($106.97 per limited
partnership unit) and the general partners received $418,000.
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 June 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: August 14, 1996
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from Century
Properties Fund XI 1996 Second Quarter 10-QSB and is qualified in its entirety
by reference to such 10-QSB filing.
</LEGEND>
<CIK> 0000215406
<NAME> CENTURY PROPERTIES FUND XI
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> JUN-30-1996
<CASH> 5,282
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0<F1>
<PP&E> 2,283
<DEPRECIATION> (192)
<TOTAL-ASSETS> 7,470
<CURRENT-LIABILITIES> 0<F1>
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 7,042
<TOTAL-LIABILITY-AND-EQUITY> 7,470
<SALES> 0
<TOTAL-REVENUES> 729
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 849
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 375
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (120)
<EPS-PRIMARY> (3.97)<F2>
<EPS-DILUTED> 0
<FN>
<F1>The Registrant has an unclassified balance sheet.
<F2>Multiplier is 1.
</FN>
</TABLE>
