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 September 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, except unit data)
September 30, 1996
Assets
Cash and cash equivalents $ 1,433
Accounts receivables and other assets 68
Investment properties:
Land $ 306
Building and related personal property 1,977
2,283
Less accumulated depreciation (209) 2,074
$ 3,575
Liabilities and Partners' Equity
Accrued expenses and other liabilities $ 39
Partners' Equity (Deficit):
General partner's $ (221)
Limited partners' (29,982 units issued
and outstanding) 3,757 3,536
$ 3,575
See Accompanying Notes to Financial Statements
b) CENTURY PROPERTIES FUND XI
STATEMENTS OF OPERATIONS
(Unaudited)
(in thousands, except unit data)
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 30, September 30,
1996 1995 1996 1995
<S> <C> <C> <C> <C>
Revenues:
Rental income $ 214 $ 362 $ 680 $ 1,355
Other income 69 109 332 316
Gain on disposition of property -- 502 -- 502
Total income 283 973 1,012 2,173
Expenses:
Operating 101 272 391 810
Interest -- 24 375 120
Depreciation 18 31 53 152
General and administrative 181 87 330 264
Total expenses 300 414 1,149 1,346
Net (loss) income $ (17) $ 559 $ (137) $ 827
Net (loss) income allocated to
general partner $ -- $ -- $ (1) $ 3
Net (loss) income allocated to
limited partners (17) 559 (136) 824
Net (loss) income $ (17) $ 559 $ (137) $ 827
Net (loss) income per
limited partnership unit $ (.56) $ 18.64 $ (4.53) $ 27.48
Distribution per limited
partnership unit $ 106.96 $ -- $ 106.96 $ --
<FN>
See Accompanying Notes to Financial Statements
</TABLE>
c) CENTURY PROPERTIES FUND XI
STATEMENT OF CHANGES IN PARTNERS' EQUITY (DEFICIT)
(Unaudited)
(in thousands, except unit data)
<TABLE>
<CAPTION>
Limited General Limited
Partnership Partner Partners' Total
Units Deficit Equity Equity
<S> <C> <C> <C> <C>
Original capital 29,982 $ -- $ 14,991 $ 14,991
contributions
Partners' equity at
December 31, 1995 29,982 $ 62 $ 7,100 $ 7,162
Distributions (282) (3,207) (3,489)
Net loss for the nine months
ended September 30, 1996 -- (1) (136) (137)
Partners' (deficit) equity at
September 30, 1996 29,982 $ (221) $ 3,757 $ 3,536
<FN>
See Accompanying Notes to Financial Statements
</TABLE>
d) CENTURY PROPERTIES FUND XI
STATEMENTS OF CASH FLOWS
(Unaudited)
(in thousands)
Nine Months Ended
September 30,
1996 1995
Cash flows from operating activities:
Net (loss) income $ (137) $ 827
Adjustments to reconcile net (loss) income to
net cash (used in) provided by
operating activities:
Depreciation 53 152
Amortization 5 29
Gain on disposition of property -- (502)
Change in accounts:
Accounts receivables and other assets 72 (9)
Accrued expenses and other liabilities 2 (248)
Deferred costs paid -- (42)
Net cash (used in) provided by operating
activities (5) 207
Cash flows from investing activities:
Property improvements and replacements (1) (83)
Proceeds from sale of properties -- 3,486
Net cash (used in) provided by
investing activities (1) 3,403
Cash flows from financing activities:
Mortgage principal payments -- (45)
Repayment of notes payable -- (2,032)
Distribution to partners (3,489) --
Net cash used in financing activities (3,489) (2,077)
(Decrease) increase in cash and cash equivalents (3,495) 1,533
Cash and cash equivalents at beginning of period 4,928 3,268
Cash and cash equivalents at end of period $ 1,433 $ 4,801
Supplemental information:
Cash paid for interest on mortgage $ -- $ 137
Cash paid for interest to promissory noteholders $ 375 $ --
See Accompanying Notes to Financial Statements
e)
CENTURY PROPERTIES FUND XI
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
NOTE A - BASIS OF PRESENTATION
The accompanying unaudited financial statements of Century Properties Fund XI
(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 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 nine month periods ended September 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
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.
Pursuant to a series of transactions which closed during the first half of
1996, affiliates of Insignia Financial Group, Inc. ("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.
The following transactions with affiliates of Insignia, National Property
Investors, Inc.("NPI"), and affiliates of NPI were charged to expense in 1996
and 1995:
<TABLE>
<CAPTION>
For the Nine Months Ended
September 30,
1996 1995
<S> <C> <C>
Reimbursement for services of affiliates
(included in general and administrative expenses) $ 98,000 $ 108,000
Partnership Management fee (included in general
and administrative expenses) 135,000 --
</TABLE>
NOTE B - TRANSACTIONS WITH AFFILIATED PARTIES - (continued)
The Partnership management fee of approximately $135,000 was paid in
accordance with the Partnership Agreement. The amount equates to 9% of the
distribution attributable to cash from operations.
During the nine months ended September 30, 1995, an affiliate of FCMC was paid
$129,000 in connection with the sale of Executive Center East, Executive Center
West, and the attached parcel of land ("Note C") which is included in the gain
on disposition of property.
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 - DISTRIBUTIONS TO PARTNERS
In July 1996, the Partnership distributed $3,489,000 to its partners. The
limited partners received $3,207,000 ($106.96 per limited partnership unit) and
the general partner received $282,000. The former holders of the nonrecourse
promissory notes received a residual interest payment of $375,000.
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 nine
month periods ended September 30, 1996 and 1995, was 74%.
The Partnership's net loss for the nine months ended September 30, 1996, was
approximately $137,000 of which $17,000 was for the three months ended September
30, 1996, versus net income of $827,000 and $559,000, respectively, for the same
periods of 1995. The decrease in net income is primarily attributable to the
sales of Executive Center East, Executive Center West and the attached parcel of
land in July 1995, on which a gain of $502,000 was recognized. Rental income
decreased due to fewer operating properties. Rental income also decreased due
to a decrease in market rent as well as a decrease in percentage rent paid by a
tenant at Shadle Shopping Center in 1996. The increase in other income for the
nine month period ended September 30, 1996, is primarily due to increased
interest income as a result of cash investments of the proceeds from the
property sales during 1995. Other income decreased for the three month period
ended September 30, 1996, due to the distribution of these proceeds in July
1996, as discussed in "Item 1, Note D - Distributions to Partners." Total
expenses for the Partnership also decreased due to the sales of properties.
Offsetting this decrease was an increase in interest expense relating to the
residual interest to former holders of the nonrecourse promissory notes of
$375,000 accrued in the second quarter of 1996 and paid in July 1996. Also
offsetting the decrease in total expenses was an increase in general and
administrative expenses. The increase in general and administrative expenses
was due primarily to the payment of a Partnership management fee of
approximately $135,000 associated with the distribution in July 1996 in
accordance with the Partnership Agreement. This increase was partially offset
by a decrease in fees paid to the third-party asset manager of Shadle Shopping
Center.
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 September 30, 1996, the Partnership had unrestricted cash of $1,433,000 as
compared to $4,801,000 at September 30, 1995. The increase in net cash used in
operating activities is primarily the result of the changes in operating
activity discussed above. The increase in cash used in investing activities is
due to the net proceeds on disposition of Executive Center East, Executive
Center West and the attached parcel of land in July of 1995. The increase in
cash used in financing activities is due to a distribution that was made on July
3, 1996.
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. In July 1996, the
Partnership distributed $3,489,000 to the partners. The limited partners
received $3,207,000 ($106.96 per limited partnership unit) and the general
partner received $282,000. This distribution represents a return on the limited
partners' invested capital. The former holders of the nonrecourse promissory
notes received a residual interest payment of $375,000.
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 September 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: November 12, 1996
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from Century
Properties Fund XI 1996 Third 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> 9-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> SEP-30-1996
<CASH> 1,433
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0<F1>
<PP&E> 2,283
<DEPRECIATION> (209)
<TOTAL-ASSETS> 3,575
<CURRENT-LIABILITIES> 0<F1>
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 3,536
<TOTAL-LIABILITY-AND-EQUITY> 3,575
<SALES> 0
<TOTAL-REVENUES> 1,012
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 1,149
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 375
<INCOME-PRETAX> (137)
<INCOME-TAX> 0
<INCOME-CONTINUING> (137)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (137)
<EPS-PRIMARY> (4.53)<F2>
<EPS-DILUTED> 0
<FN>
<F1>Registrant has an unclassified balance sheet.
<F2>Multiplier is 1.
</FN>
</TABLE>
