FORM 10-KSB - ANNUAL OR TRANSITIONAL REPORT UNDER SECTION 13 OR 15(D)
U.S. SECURITIES AND EXCHANGE COMMISSION
FORM 10-KSB
(Mark One)
[X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT
OF 1934 [NO FEE REQUIRED]
For the fiscal year ended December 31, 1996
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 [NO FEE REQUIRED]
For the transition period from to
Commission file number 0-8440
CENTURY PROPERTIES FUND XI
(Name of small business issuer in its charter)
California 94-6401363
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
One Insignia Financial Plaza, P.O. Box 1089
Greenville, South Carolina,
29602
(Address of principal executive offices) (Zip Code)
Issuer's telephone number (864) 239-1000
Securities registered under Section 12(b) of the Exchange Act:
None
Securities registered under Section 12(g) of the Exchange Act:
Limited Partnership Units
(Title of class)
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
Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure will be contained, to
the best of Registrant's knowledge in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-KSB or any amendment to
this Form 10-KSB. X
State issuer's revenues for its most recent fiscal year. $1,265,000
State the aggregate market value of the voting stock held by nonaffiliates of
the Registrant. The aggregate market value shall be computed by reference to the
price at which the stock was sold, or the average bid and asked prices of such
stock, as of a specified date within the past 60 days. Market value information
for Registrant's Partnership Interests is not available. Should a trading market
develop for these Interests, it is management's belief that such trading would
not exceed $25 million.
DOCUMENTS INCORPORATED BY REFERENCE
NONE
PART I
ITEM 1. DESCRIPTION OF BUSINESS
Century Properties Fund XI (the "Partnership") was organized in 1976 as a
California limited partnership under the Uniform Limited Partnership Act of the
California Corporation Code. Fox Capital Management Corporation ("FCMC" or the
"Managing General Partner"), a California corporation, is the general partner of
the Partnership.
The Partnership's Registration Statement, filed pursuant to the Securities
Act of 1933 (No. 2-52089), was declared effective by the Securities and Exchange
Commission on September 16, 1976. The Partnership marketed its securities
pursuant to its Prospectus dated September 16, 1976, which was republished on
October 14, 1976 and thereafter supplemented (hereinafter "Prospectus"). The
Prospectus was filed with the Securities and Exchange Commission pursuant to
Rule 424(b) of the Securities Act of 1933.
The principal business of the Partnership is and has been to acquire, hold
for investment and ultimately sell income-producing real property. The
Partnership is a "closed" limited partnership real estate syndicate of the
unspecified asset type. The Partnership's remaining property, Shadle Shopping
Center, is under contract for sale. The sale, which is subject to the
purchaser's due diligence and other customary conditions is expect to close
during the second quarter of 1997. Upon the sale of this property, it is
anticipated that all of the cash of the Partnership will be distributed, after
establishing a sufficient reserve, and the Partnership will be terminated.
Beginning in September 1976 through July 1977, the Partnership offered and
sold $14,991,000 in Limited Partnership Units and $10,741,000 in Nonrecourse
Promissory Notes. The net proceeds of this offering were used to acquire
thirteen income-producing real properties and a parcel of undeveloped land. The
Partnership's original property portfolio was geographically diversified with
properties acquired in four states. The Partnership's acquisition activities
were completed in 1978 and since then the principal activity of the Partnership
has been managing its portfolio. In the period from May 1983 to November 1991,
four shopping centers, three industrial parks and two apartment buildings were
sold. In 1994, one property was sold and another property was lost through
foreclosure and in 1995 the Partnership sold two properties and an undeveloped
parcel of land. In October 1991, a property originally sold in 1985 was re-
acquired through foreclosure by the Partnership and was subsequently transferred
to the holder of the first note through foreclosure in November 1991. In
September 1993, one of the properties originally sold in 1985 was reacquired
through foreclosure by the Partnership. See "Item 2, Description of Property"
for a description of the Partnership's remaining property.
On October 12, 1994 an affiliate of Apollo Real Estate Advisors, L.P.
("Apollo") acquired one-third of the stock of National Property Investors, Inc.
("NPI"), the parent of NPI Equity II, Inc. ("NPI Equity"). As a result of the
sale, Apollo was entitled to designate three of the seven directors of NPI
Equity and the Managing General Partner. In addition, the approval of certain
major actions on behalf of the Partnership required the affirmative vote of at
least five directors of the Managing General Partner.
On January 19, 1996, the stockholders of NPI, the sole shareholder of NPI
Equity sold all of the issued and outstanding shares of NPI to IFGP Corporation
("IFGP"), an affiliate of Insignia Financial Group, Inc. ("Insignia"). Upon
closing, the officers and directors of NPI Equity resigned and IFGP elected new
officers and directors. (See "Item 11, Security Ownership of Certain Beneficial
Owners and Management.")
There have been, and it is possible there may be other Federal, state and
local legislation and regulations enacted relating to the protection of the
environment. The Partnership is unable to predict the extent, if any, to which
such new legislation or regulations might occur and the degree to which such
existing or new legislation or regulations might adversely affect the property
owned by the Partnership.
The Partnership monitors its property for evidence of pollutants, toxins
and other dangerous substances, including the presence of asbestos. In certain
cases environmental testing has been performed, which resulted in no material
adverse conditions or liabilities. In no case has the Partnership received
notice that it is a potentially responsible party with respect to an
environmental clean up site.
The Partnership maintains property and liability insurance on the property
and believes such coverage to be adequate.
The Partnership has no full time employees. The Managing General Partner
is vested with full authority as to the general management and supervision of
the business and affairs of the Partnership. The Limited Partners have no right
to participate in the management or conduct of such business and affairs. NPI-AP
Management, L.P. ("NPI-AP") provides day-to-day management services to the
Partnership's investment properties.
The business in which the Partnership is engaged is highly competitive, and
the Partnership is not a significant factor in its industry. The remaining
shopping center competes for tenants with other shopping centers throughout the
urban area. Such competition is primarily on the basis of location, lease
terms, services, and amenities. In addition, the Partnership competes with
significant numbers of individuals and organizations (including similar
partnerships, real estate investment trusts and financial institutions) with
respect to the sale of improved real properties, primarily on the basis of the
prices and terms of such transactions.
ITEM 2. DESCRIPTION OF PROPERTY:
The Partnership's remaining investment property, Shadle Shopping Center
("Shadle") is located in Spokane, Washington. Shadle, a 282,000 square foot
shopping center, which was originally purchased in 1976, was subsequently sold
in 1985. The Partnership re-acquired Shadle in September 1993 through
foreclosure. Shadle is currently under contract for sale. The sale, which is
subject to the purchaser's due diligence review and other customary conditions,
is expected to close in the second quarter of 1997.
Shadle's carrying value at December 31, 1996, was approximately $2,283,000.
Total accumulated depreciation was approximately $227,000. The property is
being depreciated on a straight line basis. The federal tax basis of Shadle at
December 31, 1996, was $4,603,000.
The following chart sets forth the average occupancy rate for the
Partnership's remaining property for the years ended December 31, 1996 and 1995:
Average
Occupancy Rate (%)
1996 1995
Shadle Shopping Center 73 73
The following chart sets forth those tenants at the Partnership's remaining
property who occupy 10% or more of the total rentable space at the property at
December 31, 1996 (dollar amounts in thousands).
Annualized
Square Nature of Expiration Base Rent Renewal
Footage Business of Lease Per Year (1) Options (2)
Lamont's Apparel (3) 52,582 Clothing 1999 $158 3-5 yrs.
store
Ernst Home & Nursery 36,400 Hardware 1998 72 1-5 yrs.
store
McCrory/Newberry's 34,698 Variety 1999 80 2-5 yrs.
store
(1) Represents annualized base rent excluding additional rent due as operating
expense reimbursements, percentage rents and future contractual
escalations.
(2) The first amount represents the number of renewal options. The second
amount represents the length of each option.
(3) On January 9, 1995, the tenant filed for reorganization under Chapter 11
of the U.S. Bankruptcy Code.
For 1996, the tax billing for Shadle Shopping Center was $93,000 at a rate of
1.48%.
ITEM 3. LEGAL PROCEEDINGS
The Partnership is unaware of any pending or outstanding litigation that is
not of a routine nature. The Managing General Partner of the Partnership
believes that all such pending or outstanding litigation will be resolved
without a material adverse effect upon the business, financial condition, or
operations of the Partnership.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The unit holders of the Partnership did not vote on any matter during the
fiscal year covered by this report.
PART II
ITEM 5. MARKET FOR THE PARTNERSHIP'S COMMON EQUITY AND RELATED SECURITY
HOLDER MATTERS
The Partnership, a publicly-held limited partnership, sold 29,982 Limited
Partnership Units aggregating $14,991,000. The Partnership currently has 29,982
units outstanding and 1,882 Limited Partners of record. There is no intention to
sell additional Limited Partnership Units nor is there an established market for
these units.
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.
The Partnership anticipates selling its remaining investment property in
the second quarter of 1997. The Managing General Partner expects to pay a final
distribution, after establishing a sufficient reserve, in 1997 and terminate the
Partnership.
ITEM 6. 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.
Results of Operations
The Partnership's net loss for the year ended December 31, 1996, was
approximately $69,000 versus net income of approximately $1,028,000 for the year
ended December 31, 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 decrease in other
income for the year ended December 31, 1996, is attributable to the accrual of a
final settlement from the bankrupt estate of the former owner of Shadle in 1995
(see "Note G" in "Item 7 - Financial Statements" for further discussion). Total
expenses also decreased due to the sales of the 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. Total
expenses at Shadle Shopping Center remained relatively stable in 1996.
On July 26, 1995, the Partnership sold 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 for the year ended December 31, 1995.
Capital Resources and Liquidity
The Partnership's primary source of cash is from the operations of its
property. Cash from this source is utilized for property operations and capital
improvements.
The Partnership had unrestricted cash of $1,536,000 at December 31, 1996,
versus $4,928,000 at December 31, 1995. The decrease in net cash provided by
operating activities is primarily attributable to the changes in operating
activity discussed above. The increase in cash used in investing activities is
due to the net proceeds received on the disposal of Executive Center East,
Executive Center West, and the attached parcel of land in July 1995. The
increase in net cash used in financing activities is due to a distribution that
was made in July 1996.
The Partnership's remaining property, Shadle Shopping Center, is under
contract for sale. The sale, which is subject to the purchaser's due diligence
and other customary conditions is expect to close during the second quarter of
1997. Upon the sale of this property, it is anticipated that all of the cash of
the Partnership will be distributed, after establishing a sufficient reserve,
and the Partnership will be terminated.
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. To date, investors have
received cash substantially in excess of their original investment. The
Managing General Partner expects to pay a final distribution, after establishing
a sufficient reserve, in 1997 and terminate the Partnership.
ITEM 7. FINANCIAL STATEMENTS
CENTURY PROPERTIES FUND XI
LIST OF FINANCIAL STATEMENTS
Independent Auditors' Report
Balance Sheet - December 31, 1996
Statements of Operations - Years ended December 31, 1996 and 1995
Statements of Changes in Partners' (Deficit) Equity - Years ended December
31, 1996 and 1995
Statements of Cash Flows - Years ended December 31, 1996 and 1995
Notes to Financial Statements
Independent Auditors' Report
To The Partners
Century Properties Fund XI
Greenville, South Carolina
We have audited the accompanying balance sheet of Century Properties Fund XI, (a
limited Partnership) (the "Partnership") as of December 31, 1996, and the
related statements of operations, partners' equity and cash flows for each of
the two years in the period ended December 31, 1996. These financial statements
are the responsibility of the Partnership's management. Our responsibility is
to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by the
Partnership's management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Century Properties Fund XI as
of December 31, 1996, and the results of its operations and its cash flows for
each of the two years in the period ended December 31, 1996, in conformity with
generally accepted accounting principles.
/s/Imowitz Koenig & Co., LLP
New York, New York
February 11, 1997
CENTURY PROPERTIES FUND XI
BALANCE SHEET
(in thousands, except unit data)
December 31, 1996
Assets
Cash and cash equivalents $ 1,536
Accounts receivable and other assets 33
Investment properties
Land $ 306
Buildings and related personal property 1,977
2,283
Less accumulated depreciation (227) 2,056
$ 3,625
Liabilities and Partners' (Deficit) Equity
Liabilities
Accrued expenses and other liabilities $ 21
Partners' (Deficit) Equity
General partner's $ (221)
Limited partners' (29,982 units issued
and outstanding) 3,825 3,604
$ 3,625
See Accompanying Notes to Financial Statements
CENTURY PROPERTIES FUND XI
STATEMENTS OF OPERATIONS
(in thousands, except unit data)
Years Ended December 31,
1996 1995
Revenues:
Rental income $ 861 $ 1,532
Other income 404 572
Gain on disposition of properties -- 502
Total income 1,265 2,606
Expenses
Operating 527 929
Interest 375 120
Depreciation 70 172
General and administrative 362 357
Total expenses 1,334 1,578
Net (loss) income $ (69) $ 1,028
Net (loss) income allocated to general $ (1) $ 5
partner
Net (loss) income allocated to limited (68) 1,023
partners
Net (loss) income $ (69) $ 1,028
Net (loss) income per limited $ (2.27) $ 34.12
partnership unit
Distribution per limited partnership $ 106.96 $ --
unit
See Accompanying Notes to Financial Statements
CENTURY PROPERTIES FUND XI
STATEMENTS OF CHANGES IN PARTNERS' (DEFICIT) EQUITY
(in thousands, except unit data)
Limited
Partnership General Limited
Units Partner Partners Total
Original capital contributions 29,982 $ -- $ 14,991 $14,991
Partners' equity at
December 31, 1994 29,982 $ 57 $ 6,077 $ 6,134
Net income for the year ended
December 31,1995 -- 5 1,023 1,028
Partners' equity at
December 31, 1995 29,982 62 7,100 7,162
Net loss for the year ended
ended December 31, 1996 -- (1) (68) (69)
Distributions paid to partners -- (282) (3,207) (3,489)
Partners' (deficit) equity at
December 31, 1996 29,982 $ (221) $ 3,825 $ 3,604
See Accompanying Notes to Financial Statements
CENTURY PROPERTIES FUND XI
STATEMENTS OF CASH FLOWS
(in thousands)
Years Ended December 31,
1996 1995
Cash flows from operating activities:
Net (loss) income $ (69) $ 1,028
Adjustments to reconcile net (loss) income to
net cash provided by operating activities:
Depreciation 70 172
Amortization of lease commissions 7 31
Gain on disposition of property -- (502)
Change in accounts:
Accounts receivable and other assets 106 (84)
Accrued expenses and other liabilities (16) (264)
Deferred costs paid -- (42)
Net cash provided by
operating activities 98 339
Cash flows from investing activities:
Property improvements and replacements (1) (88)
Proceeds from sale of properties -- 3,486
Net cash (used in) provided by
investing activities (1) 3,398
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 (3,392) 1,660
Cash and cash equivalents at beginning of year 4,928 3,268
Cash and cash equivalents at end of year $ 1,536 $ 4,928
Supplemental disclosure of cash flow information:
Cash paid for interest on mortgage $ -- $ 137
Cash paid for interest to promissory noteholders $ 375 $ --
See Accompanying Notes to Financial Statements
CENTURY PROPERTIES FUND XI
Notes to Financial Statements
December 31, 1996
NOTE A - ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES
Organization:
Century Properties Fund XI (the "Partnership") is a California limited
partnership organized in September 1976, to acquire, hold for investment and
ultimately sell income-producing real estate. The Partnership's General Partner
is Fox Capital Management Corporation ("FCMC" or the "Managing General Partner")
an affiliate of Insignia Financial Group, Inc. As of December 31, 1996, the
Partnership operates one shopping center located in Spokane, Washington. The
original capital contributions of $14,991,000 ($500 per unit) were made by the
limited partners.
Cash and Cash Equivalents:
The Partnership considers all highly liquid investments with a maturity,
when purchased, of three months or less to be cash equivalents. At certain
times, the amount of cash deposited at a bank may exceed the limit on insured
deposits.
Investment Properties:
In 1995, the Partnership adopted Statement of Financial Accounting
Standards No. 121, "Accounting for the Impairment of Long-Lived Assets and for
Long-Lived Assets to Be Disposed Of", which requires impairment losses to be
recorded on long-lived assets used in operations when indicators of impairment
are present and the undiscounted cash flows estimated to be generated by those
assets are less than the assets' carrying amount. The impairment loss is
measured by comparing the fair value of the asset to its carrying amount. The
effect of adoption was not material.
Depreciation:
Depreciation is calculated by the straight-line method over the estimated
lives of the rental propertyand related personal property, ranging from 5 to
30 years.
Lease Commissions:
Deferred lease commissions of approximately $16,000 are amortized using the
straight-line method over the lives of the related leases. Such amortization is
charged to operating expenses. At December 31, 1996, the deferred lease
commissions are fully amortized.
Income Taxes:
Taxable income or loss of the Partnership is reported in the income tax
returns of its partners. No provision for income taxes is made in the financial
statements of the Partnership.
Fair Value:
In 1995, the Partnership implemented "Statement of Financial Accounting
Standards No. 107, Disclosure about Fair Value of Financial Instruments," which
requires disclosure of fair value information about financial instruments for
which it is practicable to estimate that value. The carrying amount of the
Partnership's cash and cash equivalents approximates fair value due to short-
term maturities.
Net Income (Loss) Per Weighted Average Limited Partnership Unit:
Net income (loss) per Limited Partnership Unit is computed by dividing net
income (loss) allocated to the limited partners by 29,982 units outstanding.
Use of Estimates:
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the amounts reported in the financial statements and
accompanying notes. Actual results could differ from those estimates.
Reclassifications:
Certain reclassifications have been made to the 1995 balances to conform to
the 1996 presentation.
NOTE B - TRANSACTIONS WITH AFFILIATED PARTIES
The Partnership has no employees and is dependent on the Managing General
Partner 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 (in thousands):
Years Ended December 31,
1996 1995
Partnership management fee
(included in general and
administrative expenses) $ 135 $ --
Reimbursement for services of
affiliates (included in general
and administrative expenses) 104 144
The Partnership management fee of approximately $135,000 was paid in
accordance with the Partnership Agreement. The amount equates to 9% of the cash
available for distribution attributable to cash from operations.
During the year ended December 31, 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 E") which is included in the gain
on disposition of property.
In accordance with the Partnership Agreement, the general partner was also
allocated its one percent continuing interest in the Partnership's net income
and taxable income. Gains from sale of Partnership properties were allocated
first to the general partner to the extent of the deficit in its capital account
at the time of the sales, including cash distributions from sale, then to the
limited partners. The general partner received a 10 percent allocation of cash
available for distribution and the Promissory Note holders were entitled to a
residual interest payment (see "Note H"). The general partner is also entitled
to receive a one percent allocation of any remaining cash available for
distribution after the above allocations. The general partner received a
distribution of $282,000 in 1996 (see "Note H").
NOTE C - INVESTMENT PROPERTY AND ACCUMULATED DEPRECIATION
(Dollar amounts in thousands)
Initial Cost
To Partnership
Cost
Buildings Capitalized
and Related (Removed)
Personal Subsequent to
Description Encumbrances Land Property Acquisition
Shadle Shopping
Center, Spokane,
Washington $ -- $ 306 $ 1,957 $ 20
Gross Amount at Which Carried
At December 31, 1996
Buildings Accum- Depre-
And Related lated Date ciable
Personal Depre- Acqu- Life-
Description Land Property Total ciation ired Years
Shadle Shopping $ 306 $ 1,977 $ 2,283 $ 227 12/76 5-30 yrs.
Center
Reconciliation of Investment Property and Accumulated Depreciation:
December 31,
1996 1995
Balance at beginning of year $ 2,282 $ 7,161
Property Improvements 1 88
Disposals -- (4,967)
Balance at end of year $ 2,283 $ 2,282
December 31,
1996 1995
Accumulated Depreciation
Balance at beginning of year $ 157 $ 2,073
Additions charged to expense 70 172
Disposals -- (2,088)
Balance at end of year $ 227 $ 157
The aggregate cost of the real estate for Federal income tax purposes at
December 31, 1996 and 1995, is $4,955,000 and $4,954,000. The accumulated
depreciation taken for Federal income tax purposes at December 31, 1996 and
1995, is $352,000 and $245,000.
NOTE D - FUTURE RENTAL REVENUES
Minimum future rental revenues from property under operating leases having
non-cancelable lease terms in excess of one year at December 31, 1996, are as
follows (dollar amounts in thousands):
1997 $ 582
1998 503
1999 309
2000 165
2001 70
Thereafter --
Total $ 1,629
Amortization on deferred leasing commissions totaled $7,000 and $31,000 for 1996
and 1995, respectively.
NOTE E - PROPERTY DISPOSITIONS
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 for the year ended December 31, 1995.
NOTE F - NON-RECOURSE PROMISSORY NOTES
Non-recourse Promissory Notes, which were secured by a subordinated lien on
all Partnership properties, bore interest at nine percent per annum. The
original balance of the Promissory Notes was $10,741,000. The final balance on
these notes was paid in 1984. Promissory Note holders are also entitled to the
payment of residual interest equal to 16.7 percent of cash distributed by the
Partnership from the sale, refinancing or other disposition of Partnership
properties, after specified payments are made to the general partner and limited
partners, as set forth in the Trust Indenture. The conditions of this priority
return were met in 1990. Promissory note holders were paid residual interest of
$375,000 in July 1996. The Partnership's obligation to the Promissory Note
holders is recognized as additional interest expense when the sale, refinancing
or the disposition is recognized, provided cash is available for distribution.
NOTE G - FORECLOSURE ON NOTES RECEIVABLE FROM PROPERTY SALE
In 1985, the Partnership sold Shadle Shopping Center. In April 1993, the
bankruptcy court granted the Partnership and holder of the first mortgage on
Shadle Shopping Center relief from the automatic stay under Chapter 11 of the
U.S. Bankruptcy Code and a receiver was placed on the property in May 1993. As
a result, the Partnership acquired the property through foreclosure on September
24, 1993. In September 1994, the Partnership repaid the $2,758,000 first
mortgage encumbering the property and on October 25, 1994, the court appointed
receiver was dismissed. In January 1996, the Partnership received $128,000 in
final settlement of the claims of the Partnership against the bankruptcy estate
of the former owner of Shadle Shopping Center. The settlement was accrued at
December 31, 1995, and was included in other income.
NOTE H - 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.
NOTE I - RECONCILIATION TO INCOME TAX METHOD OF ACCOUNTING
The differences between the method of accounting for income tax reporting
and the accrual method of accounting used in the financial statements are as
follows (in thousands, except unit data):
1996 1995
Net (loss) income-financial statements $ (69) $ 1,028
Differences resulted from:
Depreciation (37) (7)
Gain on sale of properties -- 239
Unearned revenue (14) (26)
Other 13 --
Net (loss) income -income tax method $ (107) $ 1,234
Taxable (loss) income per limited
partnership unit $ (4) $ 41
Partners' equity-financial statements $ 3,604
Differences resulted from:
Shadle foreclosure property basis 2,672
Deferred sales commissions and
organization costs 1,676
Depreciation (125)
Unearned revenue 1
Other 25
Partners' equity-income tax method $ 7,853
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANT ON ACCOUNTING AND
FINANCIAL DISCLOSURES
There were no disagreements with Imowitz Koenig & Co., LLP regarding the
1996 or 1995 audits of the Partnership's financial statements.
PART III
ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
The Partnership has no officers or directors. Fox Capital Management
Corporation ("FCMC" or the "Managing General Partner") manages substantially all
of the Partnership's affairs and has general responsibility in all matters
affecting its business. FCMC is a wholly owned subsidiary of NPI Equity
Investment II, Inc. FCMC and its affiliates also control, or act as, the
managing general partner of 28 other public limited partnerships. All of these
partnerships are engaged in the acquisition, leasing and disposition of real
estate. As of December 31, 1996, the names, ages and positions held by
executive officers and directors of NPI Equity are as follows:
Name Age Position
William H. Jarrard, Jr. 50 President and Director
Ronald Uretta 40 Vice President and
Treasurer
John K. Lines 37 Vice President and
Secretary
Kelley M. Buechler 39 Assistant Secretary
William H. Jarrard, Jr. has been President and Director of the Managing
General Partner since June 1996 and Managing Director - Partnership
Administration of Insignia since January 1991. Mr. Jarrard served as Managing
Director - Partnership Administration and Asset Management from July 1994 to
January 1996. During the five years prior to joining Insignia in 1991, he
served in similar capacities for U. S. Shelter.
Ronald Uretta has been Vice President and Treasurer of the Managing
General Partner since June 1996 and Insignia's Chief Operating Officer since
August 1996. From January 1992 to August 1996, Mr. Uretta was Insignia's Chief
Financial Officer. Mr. Uretta was Insignia's Secretary from January 1992 to
June 1994. From May 1988 until September 1990, Mr. Uretta was a self-employed
financial consultant. From January 1978 until January 1988, Mr. Uretta was
employed by Veltri Raynor & Company, independent certified public accountants.
John K. Lines, Esq. has been Vice President and Secretary of the Managing
General Partner since June 1996, Insignia's General Counsel since June 1994, and
General Counsel and Secretary since July 1994. From May 1993 until June 1994,
Mr. Lines was the Assistant General Counsel and Vice President of Ocwen
Financial Corporation, West Palm Beach, Florida. From October 1991 until May
1993, Mr. Lines was a Senior Attorney with BANC ONE CORPORATION, Columbus, Ohio.
From May 1984 until October 1991, Mr. Lines was an attorney with Squire Sanders
& Dempsey, Columbus, Ohio.
Kelley M. Buechler is Assistant Secretary of the Managing General Partner.
Ms. Buechler has been Assistant Secretary of Insignia since 1991. During the
five years prior to joining Insignia in 1991, she served in similar capacities
for U. S. Shelter.
No family relationships exist among any of the officers or directors of
the Managing General Partner.
ITEM 10. EXECUTIVE COMPENSATION
No direct form of compensation or remuneration was paid by the Partnership
to any officer or director of the Managing General Partner. The Partnership has
no plan, nor does the Partnership presently propose a plan, which will result in
any remuneration being paid to any officer or director upon termination of
employment. However, reimbursements and other payments have been made to the
Partnership's Managing General Partner and its affiliates, as described in "Item
12, Certain Relationships and Related Transactions" below, which is incorporated
herein by reference.
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
As of December 31, 1996, no person owned of record more than 5% of Limited
Partnership Units of the Partnership nor was any person known by the Partnership
to own of record and beneficially, or beneficially only, more than 5% of such
securities.
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The Partnership has no employees and is dependent on the Managing General
Partner 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 (in thousands):
Years Ended December 31,
1996 1995
Partnership management fee
(included in general and
administrative expenses) $ 135 $ --
Reimbursement for services of
affiliates (included in general
and administrative expenses) $ 104 $ 144
The Partnership management fee of approximately $135,000 was paid in
accordance with the Partnership Agreement. The amount equates to 9% of the cash
available for distribution attributable to cash from operations.
During the year ended December 31, 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 which is included in the gain on
disposition of property.
In accordance with the Partnership Agreement, the general partner was also
allocated its one percent continuing interest in the Partnership's net income
and taxable income. Gains from sale of Partnership properties were allocated
first to the general partner to the extent of the deficit in its capital account
at the time of the sales, including cash distributions from sale, then to the
limited partners. The general partner received a 10 percent allocation of cash
available for distribution and the Promissory Note holders were entitled to a
residual interest payment. The general partner is also entitled to receive a
one percent allocation of any remaining cash available for distribution after
the above allocations. The general partner received a distribution of $282,000
in 1996.
ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits: See Exhibit Index contained herein.
(b) Reports on Form 8-K filed during the fourth quarter of 1996: None.
SIGNATURES
In accordance with the requirements of Section 13 or 15(d) the Securities
Exchange Act of 1934, the Partnership 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
By: /s/William H. Jarrard, Jr.
William H. Jarrard, Jr.
President and Director
Date: March 27, 1997
In accordance with the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, this report has been signed below by the following persons
on behalf of the Partnership and in the capacities and on the dates indicated.
Signature/Title Title Date
/s/William H. Jarrard, Jr. President and March 27, 1997
William H. Jarrard Director
/s/Ronald Uretta Vice President March 27, 1997
Ronald Uretta and Treasurer
EXHIBIT INDEX
Exhibit Number Description of Exhibit
2.1 NPI, Inc. Stock Purchase Agreement, dated as of
August 17, 1995, incorporated by reference to the
Partnership's Current Report on Form 8-K.
3.4 Agreement of Limited Partnership, incorporated by
reference to Exhibit A to the Prospectus of the
Partnership dated September 16, 1976, as republished
on October 14, 1976, and May 6, 1977, and as
thereafter supplemented included in the Partnership's
Registration Statement on Form S-11 (Reg. No. 2-
52089).
10. Acquisition Agreement among the Partnership and
Tracy/Shulte Partners, L.P., incorporated by
reference to Exhibit 1 to the Partnership's Current
Report on Form 8-K dated December 23, 1994.
27 Financial Data Schedule
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from Century
Properties Fund XI 1996 Year-End 10-KSB and is qualified in its entirety by
reference to such 10-KSB filing.
</LEGEND>
<CIK> 0000215406
<NAME> CENTURY PROPERTIES FUND XI
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> DEC-31-1996
<CASH> 1,536
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0<F1>
<PP&E> 2,283
<DEPRECIATION> (227)
<TOTAL-ASSETS> 3,625
<CURRENT-LIABILITIES> 0<F1>
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 3,604
<TOTAL-LIABILITY-AND-EQUITY> 3,625
<SALES> 0
<TOTAL-REVENUES> 1,265
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 1,334
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 375
<INCOME-PRETAX> (69)
<INCOME-TAX> 0
<INCOME-CONTINUING> (69)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (69)
<EPS-PRIMARY> (2.27)<F2>
<EPS-DILUTED> 0
<FN>
<F1>Registrant has an unclassified balance sheet.
<F2>Multiplier is 1.
</FN>
</TABLE>
