FORM 10-QSB--QUARTERLY REPORT UNDER SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
(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
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
(in thousands, except unit data)
March 31, 1996
<TABLE>
<CAPTION>
March 31,
1996
(Unaudited)
<S> <C> <C>
Cash and cash equivalents $ 5,236
Accounts receivables and other assets 29
Investment properties:
Land $ 305
Building and related personal property 1,978
2,283
Less accumulated depreciation (174) 2,109
Total assets $ 7,374
Liabilities and Partners' Equity
Accrued expenses and other liabilities $ 78
Partners' Equity:
General partners $ 63
Limited partners (29,982 units outstanding) 7,233 7,296
Total liabilities and partners' equity $ 7,374
<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
March 31,
1996 1995
<S> <C> <C>
Revenues:
Rental income $ 291 $ 566
Interest income 87 29
Total revenues 378 595
Expenses:
Interest -- 48
Operating 149 270
Depreciation 19 60
General and administrative 76 92
Total expenses 244 470
Net income $ 134 $ 125
Net income allocated to general partners (1%) $ 1 $ 1
Net income allocated to limited partners (99%) 133 124
Net income $ 134 $ 125
Net income per limited partnership unit $ 4.42 $ 4.13
<FN>
See Accompanying Notes to Financial Statements
</TABLE>
c) CENTURY PROPERTIES FUND XI
STATEMENTS OF CHANGES IN PARTNERS' EQUITY
(Unaudited)
(in thousands, except unit data)
<TABLE>
<CAPTION>
Limited General Limited
Partnership Partners' 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 income for the three
months ended March 31, 1996 -- 1 133 134
Partners' equity at
March 31, 1996 29,982 $ 63 $ 7,233 $ 7,296
<FN>
See Accompanying Notes to Financial Statements
</TABLE>
c) CENTURY PROPERTIES FUND XI
STATEMENTS OF CASH FLOWS
(Unaudited)
(in thousands, except unit data)
<TABLE>
<CAPTION>
Three Months Ended
March 31,
1996 1995
<S> <C> <C>
Cash flows from operating activities:
Net income $ 134 $ 125
Adjustments to reconcile net income to
net cash provided by operating activities:
Depreciation and amortization 19 71
Change in accounts:
Accounts receivables and other assets 116 (43)
Accrued expenses and other liabilities 40 (164)
Net cash provided by (used in) operating
activities 309 (11)
Cash flows from investing activities:
Property improvements and replacements (1) (62)
Net cash used in investing activities (1) (62)
Cash flows from financing activities:
Mortgage principal payments -- (23)
Net cash used in financing activities -- (23)
Increase(decrease) in cash and cash
equivalents 308 (96)
Cash and cash equivalents at beginning of period 4,928 3,268
Cash and cash equivalents at end of period $ 5,236 $ 3,172
Supplemental information:
Interest paid $ -- $ 48
<FN>
See Accompanying Notes to Financial Statements
</TABLE>
d)
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 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 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 the general partner of
the Partnership, Fox Capital Management Corporation ("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.,
National Property Investors, Inc.("NPI"), and affiliates of NPI were charged to
expense in 1996 and 1995:
<TABLE>
<CAPTION>
For the Three Months Ended
March 31,
1996 1995
<S> <C> <C>
Reimbursement for services of affiliates $ 49,000 $ 36,000
</TABLE>
On December 6, 1993, the shareholders of FCMC entered into a Voting Trust
Agreement with NPI Equity Investments II, Inc. ("NPI Equity" or the "Managing
General Partner") pursuant to which NPI Equity was granted the right to vote 100
percent of the outstanding stock of FCMC. As a result, NPI Equity indirectly
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 Fox Realty Investors, an affiliate of FCMC. NPI Equity is a wholly-
owned subsidiary of NPI. The shareholders of FCMC 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.
Note B - Transactions with Affiliated Parties (continued)
On August 17, 1995, the shareholders of NPI entered into an agreement to sell
to IFGP Corporation, a Delaware corporation, an affiliate of Insignia Financial
Group, Inc., a Delaware corporation ("Insignia"), 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, FCMC and NPI Equity
resigned and IFGP Corporation caused new officers and directors of each of those
entities to be elected.
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 both of the three
month periods ended March 31, 1996 and 1995, was 74%.
The Partnership's net income for the three months ended March 31, 1996 was
approximately $134,000 versus $125,000 for the same period of 1995. The
increase in net income is attributable to the Partnership selling Executive
Center East, Executive Center West and the attached parcel of land in July of
1995. The sale caused a decrease in rental revenues which was partially offset
by increased rental rates and more stable occupancy at the Partnership's
remaining property. Interest income increased as a result of the increased cash
investments which resulted from the sales discussed above. Expenses for the
Partnership decreased, also as a result of the 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 March 31, 1996, the Partnership had unrestricted cash of $5,236,000 as
compared to $3,172,000 at March 31, 1995. Net cash provided by operating
activities increased primarily due to the timing of payments and collection of
rents. The decrease in cash used in investing activities is due to a decrease
in property replacements caused by the sales in 1995. The decrease in cash used
in financing activities is due to the satisfaction of debt when the properties
were sold in 1995.
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. No cash distributions
were paid in 1995 or during the first quarter of 1996. The Managing General
Partner is currently evaluating its options to either renovate or sell Shadle
Shopping Center. The Managing General Partner is also evaluating the
possibility of making a cash distribution.
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: a Form 8-K dated January 19, 1996, was filed
reporting the change in control of the Partnership.
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/William H. Jarrard, Jr.
William H. Jarrard, Jr.
President and Director
/s/Ronald Uretta
Ronald Uretta
Principal Financial Officer
and Principal Accounting Officer
Date: May 13, 1996
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from Century
Properties Fund XI 1996 First 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> 3-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> MAR-31-1996
<CASH> 5,236
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0<F1>
<PP&E> 2,283
<DEPRECIATION> 174
<TOTAL-ASSETS> 7,374
<CURRENT-LIABILITIES> 0<F1>
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 7,296
<TOTAL-LIABILITY-AND-EQUITY> 7,374
<SALES> 0
<TOTAL-REVENUES> 378
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 244
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 134
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 134
<EPS-PRIMARY> 4.42
<EPS-DILUTED> 0
<FN>
<F1>The Registrant has an unclassified balance sheet.
</FN>
</TABLE>
