FORM 10-QSB--QUARTERLY REPORT UNDER SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
QUARTERLY OR TRANSITIONAL REPORT
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, 1997
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) (Zip Code)
(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)
March 31, 1997
Assets
Cash and cash equivalents $ 1,832
Receivables and deposits 118
Other assets 7
Investment properties:
Land $ 306
Building and related personal property 1,977
2,283
Less accumulated depreciation (244) 2,039
$ 3,996
Liabilities and Partners' Equity
Tenants' security deposits $ 7
Accrued property taxes 24
Other liabilities 307
Partners' Equity (Deficit):
General partner's $ (221)
Limited partners' (29,982 units issued
and outstanding) 3,879 3,658
$ 3,996
See Accompanying Notes to Financial Statements
b) CENTURY PROPERTIES FUND XI
STATEMENTS OF OPERATIONS
(Unaudited)
(in thousands, except unit data)
Three Months Ended
March 31,
1997 1996
Revenues:
Rental income $ 237 $ 242
Other income 71 136
Total income 308 378
Expenses:
Operating 200 149
Depreciation 17 19
General and administrative 37 76
Total expenses 254 244
Net income $ 54 $ 134
Net income allocated to general partner $ -- $ 1
Net income allocated to limited partners 54 133
Net income $ 54 $ 134
Net income per limited partnership unit $ 1.78 $ 4.42
See Accompanying Notes to Financial Statements
c) CENTURY PROPERTIES FUND XI
STATEMENT OF CHANGES IN PARTNERS' EQUITY (DEFICIT)
(Unaudited)
(in thousands, except unit data)
Limited General Limited
Partnership Partner Partners' Total
Units Deficit Equity Equity
Original capital contributions 29,982 $ -- $ 14,991 $ 14,991
Partners' (deficit) equity at
December 31, 1996 29,982 $ (221) $ 3,825 $ 3,604
Net income for the three months
ended March 31, 1997 -- -- 54 54
Partners' (deficit) equity at
March 31, 1997 29,982 $ (221) $ 3,879 $ 3,658
See Accompanying Notes to Financial Statements
d) CENTURY PROPERTIES FUND XI
STATEMENTS OF CASH FLOWS
(Unaudited)
(in thousands)
Three Months Ended
March 31,
1997 1996
Cash flows from operating activities:
Net income $ 54 $ 134
Adjustments to reconcile net income to
net cash provided by operating activities:
Depreciation 17 19
Change in accounts:
Receivables and deposits (98) 117
Other assets 7 (1)
Accounts payable (2) (13)
Tenants' security deposits -- (2)
Accrued property taxes 24 22
Other liabilities 294 33
Net cash provided by operating activities 296 309
Cash flows from investing activities:
Property improvements and replacements -- (1)
Net cash used in investing activities -- (1)
Cash flows from financing activities:
Net cash used in financing activities -- --
Increase in cash and cash equivalents 296 308
Cash and cash equivalents at beginning of period 1,536 4,928
Cash and cash equivalents at end of period $ 1,832 $ 5,236
Supplemental information:
Cash paid for interest $ -- $ --
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 month period ended March 31, 1997, are not necessarily indicative of the
results that may be expected for the fiscal year ending December 31, 1997. For
further information, refer to the financial statements and footnotes thereto
included in the Partnership's annual report on Form 10-KSB for the fiscal year
ended December 31, 1996.
Certain reclassifications have been made to the 1996 information to conform to
the 1997 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 1996, affiliates of
Insignia Financial Group, Inc. ("Insignia") acquired all of the issued and
outstanding shares of stock of FCMC, NPI Equity Investments II, Inc. ("NPI
Equity") and National Property Investors, Inc. ("NPI"). In connection with
these transactions, affiliates of Insignia appointed new officers and directors
of NPI Equity and FCMC.
The following transactions with affiliates of Insignia, NPI, and affiliates of
NPI were charged to expense during the three month periods ended March 31, 1997
and 1996 (dollar amounts in thousands):
For the Three Months Ended
March 31,
1997 1996
Reimbursement for services of affiliates
(included in general and administrative expenses) $ 14 $ 49
NOTE C - SUBSEQUENT EVENT
On April 18, 1997, the Partnership sold its Shadle Shopping Center to an
unaffiliated third party for $6,600,000. The Partnership received net proceeds
of approximately $6,109,000 in April 1997. For financial statement purposes,
the Partnership will recognize a gain on the sale of Shadle Shopping Center.
NOTE D - PRO FORMA FINANCIAL INFORMATION
The following pro forma balance sheet as of March 31, 1997, and the pro forma
statements of operations for the year ended December 31, 1996, and the three
months ended March 31, 1997, give effect to the sale of Shadle Shopping Center.
The adjustments related to the pro forma balance sheet assume the transaction
was consummated at March 31, 1997, while the adjustments to the pro forma income
statements assume the transaction was consummated at the beginning of the period
presented. The sale occurred on April 18, 1997.
The pro forma adjustments required are to eliminate the assets, liabilities and
operating activity of Shadle Shopping Center 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
periods presented or what may be achieved in the future.
PRO FORMA BALANCE SHEET
March 31, 1997
(Unaudited)
(in thousands)
Pro Forma
As Reported Adjustments Pro Forma
Assets
Cash and cash equivalents $ 1,832 $ 6,109 $ 7,941
Receivables and deposits 118 (7) 111
Other assets 7 (7) --
Investment properties:
Real estate 2,283 (2,283) --
Accumulated depreciation (244) 244 --
Real estate, net 2,039 (2,039) --
$ 3,996 $ 4,056 $ 8,052
Liabilities and Partners' Equity
Liabilities
Tenants' security deposits $ 7 $ (7) $ --
Accrued property taxes 24 (24) --
Other liabilities 307 (300) 7
338 (331) 7
Partners' Capital 3,658 4,387 8,045
$ 3,996 $ 4,056 $ 8,052
PRO FORMA STATEMENT OF OPERATIONS
For the Year Ended December 31, 1996
(in thousands, except unit data)
Pro
Forma
As Reported Adjustments Pro Forma
(Audited)
Revenues:
Rental income $ 861 $ (861) $ --
Other income 404 (189) 215
Total revenues 1,265 (1,050) 215
Expenses:
Operations 527 (527) --
Interest 375 -- 375
Depreciation 70 (70) --
General and administrative 362 -- 362
Total expenses 1,334 (597) 737
Net loss $ (69) $ (453) $ (522)
Net loss per limited $ (2.27) $ (14.95) $ (17.23)
partnership unit
PRO FORMA STATEMENT OF OPERATIONS
For the Three Months Ended March 31, 1997
(Unaudited)
(in thousands, except unit data)
Pro Forma
As Reported Adjustments Pro Forma
Revenues:
Rental income $ 237 $ (237) $ --
Other income 71 (55) 16
Total revenues 308 (292) 16
Expenses:
Operating 200 (200) --
Depreciation 17 (17) --
General and administrative 37 -- 37
Total expenses 254 (217) 37
Net income (loss) $ 54 $ (75) $ (21)
Net income (loss) per limited
partnership unit $ 1.78 $ (2.48) $ (.69)
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 three
month periods ended March 31, 1997 and 1996, was 72% and 74%, respectively.
The sale of Shadle Shopping Center was consummated on April 18, 1997 for a
contract sales price of $6,600,000. The Partnership received net proceeds of
approximately $6,109,000 (including an earnest money deposit of $300,000). The
Managing General Partner expects to pay a final distribution, after establishing
a sufficient reserve, during 1997 at which time the Partnership will be
terminated.
The Partnership's net income for the three months ended March 31, 1997, was
approximately $54,000 versus net income of $134,000 for the same period of 1996.
The decrease in net income is primarily attributable to a decrease in other
income and an increase in operating expenses which were partially offset by a
decrease in general and administrative expenses. The decrease in other income
for the three month period ended March 31, 1997, is primarily due to decreased
interest income as a result of decreased levels of cash reserves. Operating
expenses increased as a result of a substantial increase in snow removal and
other maintenance materials due to severe winter weather experienced during the
first quarter of 1997. General and administrative expenses decreased due to a
reduction in fees paid to the third-party asset manager of Shadle Shopping
Center and a reduction in audit expense. As noted in "Item 1. Note B -
Transactions with Affiliated Parties," the Partnership reimburses the Managing
General Partner and its affiliates for its costs involved in the management and
administration of all partnership activities. The decrease in general and
administrative expenses during the three month period ended March 31, 1997, is
also attributable to the transition and relocation of the administrative offices
during the first quarter of 1996.
At March 31, 1997, the Partnership had unrestricted cash of $1,832,000 as
compared to $5,236,000 at March 31, 1996. The decrease in net cash provided by
operating activities is primarily the result of the decrease in net income for
the three month period ended March 31, 1997 as compared to the corresponding
period in 1996, as discussed above, and a decrease in receivables and deposits.
Partially offsetting these decreases is an increase in other liabilities. The
decrease in receivables and deposits is due to the timing of collections of
accounts receivable. The increase in other liabilities is primarily due to the
earnest money deposit made by the purchaser of Shadle Shopping Center (see
discussion above). No cash distributions were paid in the first quarter of 1997
or 1996. In July 1996, the Partnership distributed approximately $3,489,000 to
its partners.
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 March 31, 1997.
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
Vice President and Treasurer
Date: May 15, 1997
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from Century
Properties Fund XI 1997 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-31-1997
<PERIOD-END> MAR-31-1997
<CASH> 1,832
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0<F1>
<PP&E> 2,283
<DEPRECIATION> (244)
<TOTAL-ASSETS> 3,996
<CURRENT-LIABILITIES> 0<F1>
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 3,658
<TOTAL-LIABILITY-AND-EQUITY> 3,996
<SALES> 0
<TOTAL-REVENUES> 308
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 254
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 54
<INCOME-TAX> 0
<INCOME-CONTINUING> 54
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 54
<EPS-PRIMARY> 1.78<F2>
<EPS-DILUTED> 0
<FN>
<F1>Registrant has an unclassified balance sheet.
<F2>Multiplier is 1.
</FN>
</TABLE>
