SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(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, 1995
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from ___________to _____________
Commission file number 0-8892
Century Properties Fund XIII
(Exact name of Registrant as specified in its charter)
California 94-2527073
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
5665 Northside Drive N.W., Ste. 370, Atlanta, Georgia 30328
(Address of principal executive office) (Zip Code)
Registrant's telephone number, including area code (770) 916-9090
N/A
Former name, former address and fiscal year, if changed since last report.
Indicate by check mark whether Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 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_____
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS:
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 12, 13, or 15(d) of the Securities Exchange
Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court. Yes No _____
APPLICABLE ONLY TO CORPORATE ISSUERS: Indicate the number of shares
outstanding of each of the issuer's classes of common stock, as of the
latest practicable date __________________.
1 of 13
CENTURY PROPERTIES FUND XIII - FORM 10-Q - SEPTEMBER 30, 1995
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements.
Balance Sheets
September 30, December 31,
1995 1995
Assets
Cash and cash equivalents $ 2,607,000 $ 2,005,000
Other assets 625,000 514,000
Real Estate:
Real estate 36,773,000 36,483,000
Accumulated depreciation (15,306,000) (14,463,000)
Allowance for impairment of value (2,132,000) (2,132,000)
------------- -------------
Real estate, net 19,335,000 19,888,000
Deferred costs, net 516,000 546,000
------------- -------------
Total assets $ 23,083,000 $ 22,953,000
============= =============
Liabilities and Partners' Equity
Notes payable $ 13,833,000 $ 14,287,000
Accrued expenses and other liabilities 586,000 492,000
------------- -------------
Total liabilities 14,419,000 14,779,000
------------- -------------
Commitments and Contingencies
Partners' Equity (Deficit):
General partners (171,000) (181,000)
Limited partners (37,980 units outstanding at
September 30, 1995 and December 31, 1994) 8,835,000 8,355,000
------------- -------------
Total partners' equity 8,664,000 8,174,000
------------- -------------
Total liabilities and partners' equity $ 23,083,000 $ 22,953,000
============= =============
See notes to financial statements.
2 of 13
CENTURY PROPERTIES FUND XIII - FORM 10-Q - SEPTEMBER 30, 1995
Statements of Operations
For the Nine Months Ended
September 30, September 30,
1995 1994
Revenues:
Rental $ 3,973,000 $ 3,914,000
Interest income 97,000 61,000
------------- -------------
Total revenues 4,070,000 3,975,000
------------- -------------
Expenses:
Operating 1,495,000 1,584,000
Interest 1,069,000 1,118,000
Depreciation 843,000 843,000
General and administrative 173,000 293,000
------------- -------------
Total expenses 3,580,000 3,838,000
------------- -------------
Net income $ 490,000 $ 137,000
============= =============
Net income per limited partnership unit $ 12.64 $ 3.53
============= =============
See notes to financial statements.
3 of 13
CENTURY PROPERTIES FUND XIII - FORM 10-Q - SEPTEMBER 30, 1995
Statements of Operations
For the Three Months Ended
September 30, September 30,
1995 1994
Revenues:
Rental $ 1,330,000 $ 1,259,000
Interest income 32,000 29,000
------------- -------------
Total revenues 1,362,000 1,288,000
Expenses:
Operating 478,000 544,000
Interest 357,000 371,000
Depreciation 281,000 281,000
General and administrative 52,000 44,000
------------- -------------
Total expenses 1,168,000 1,240,000
------------- -------------
Net income $ 194,000 $ 48,000
============= =============
Net income per limited partnership unit $ 5.00 $ 1.24
============= =============
See notes to financial statements.
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CENTURY PROPERTIES FUND XIII - FORM 10-Q - SEPTEMBER 30, 1995
Statements of Cash Flows
For the Nine Months Ended
September 30, September 30,
1995 1994
Operating Activities:
Net income $ 490,000 $ 137,000
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization 1,004,000 974,000
Deferred costs paid (131,000) (42,000)
Changes in operating assets and liabilities:
Other assets (111,000) (72,000)
Accrued expenses and other liabilities 94,000 (73,000)
------------- -------------
Net cash provided by operating activities 1,346,000 924,000
------------- -------------
Investing Activities:
Additions to real estate (290,000) (279,000)
------------- -------------
Cash (used in) investing activities (290,000) (279,000)
------------- -------------
Financing Activities:
Repayment of note on debt modification - (500,000)
Notes payable principal payments (454,000) (380,000)
------------- -------------
Cash (used in) financing activities (454,000) (880,000)
------------- -------------
Net Increase (Decrease) in Cash and
Cash Equivalents 602,000 (235,000)
Cash and Cash Equivalents at Beginning of
Period 2,005,000 2,413,000
------------- -------------
Cash and Cash Equivalents at End of Period $ 2,607,000 $ 2,178,000
============= =============
Supplemental Disclosure of Cash Flow
Information:
Interest paid in cash during the period $ 1,040,000 $ 1,113,000
============= =============
See notes to financial statements.
5 of 13
CENTURY PROPERTIES FUND XIII - FORM 10-Q - SEPTEMBER 30, 1995
NOTES TO FINANCIAL STATEMENTS
1. General
The accompanying financial statements, footnotes and discussions
should be read in conjunction with the financial statements,
related footnotes and discussions contained in the Partnership's
Annual Report for the year ended December 31, 1994. Certain
accounts have been reclassified in order to conform to the current
period.
The financial information contained herein is unaudited. In the
opinion of management, all adjustments necessary for a fair
presentation of such financial information have been included.
The results of operations for the nine and three months ended
September 30, 1995 and 1994 are not necessarily indicative of the
results to be expected for the full year.
On August 17, 1995, the stockholders of National Property
Investors, Inc. ("NPI, Inc."), the sole shareholder of NPI Equity
Investments II, Inc. ("NPI Equity"), the entity which controls Fox
Realty Investors and Fox Capital Management Corporation, the
general partners of the Partnership, entered into an agreement to
sell to IFGP Corporation, an affiliate of Insignia Financial Group,
Inc. ("Insignia"), all of the issued and outstanding stock of NPI,
Inc. The sale of the stock is subject to the satisfaction of
certain conditions and is scheduled to close in January 1996.
2. Transactions with Related Parties
An affiliate of NPI, Inc. received reimbursement of administrative
expenses amounting to $108,000 and $112,000 during the periods
ended September 30, 1995 and 1994, respectively. These
reimbursements are included in general and administrative expenses.
3. Subsequent Events
Cash Distribution
In October 1995, the Partnership distributed $39.49 per unit
($1,500,000 in total) to the holders of limited partnership units
and $31,000 to the general partners.
Note Payable
In October 1995, the Partnership entered into an agreement to
extend the note payable on Hidden Valley Office Park until December
28, 1995, with an option to extend to April 15, 1996 based on
certain conditions.
Contract for Sale of Properties
In October 1995, the Partnership entered into an agreement to sell,
for $13,000,000, Hidden Valley Office Park ($9,000,000) and
Riverway Shopping Center ($4,000,000) to an unaffiliated third
party. The sales are expected to close during the fourth quarter
of 1995. The Partnership will recognize gains of approximately
$2,900,000 and $1,200,000, respectively, and realize net proceeds
of $4,700,000 and $2,100,000, respectively, if these sales are
consummated.
6 of 13
CENTURY PROPERTIES FUND XIII - FORM 10-Q - SEPTEMBER 30, 1995
Item 2. 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 the report.
Liquidity and Capital Resources
All of Registrant's five remaining properties are shopping centers, with
the exception of Hidden Valley, which is an office park. The properties are
leased to tenants subject to leases with remaining lease terms currently
ranging up to ten years. Registrant's remaining properties are located in
Washington, Oregon and Texas. Registrant receives rental income from its
properties and is responsible for operating expenses, administrative
expenses, capital improvements and debt service payments. All of
Registrant's properties generated positive cash flow during the nine months
ended September 30, 1995, except for Registrant's Hidden Valley Office
Park, which incurred extensive improvements to real estate. As of November
1, 1995, six of the eleven properties originally purchased by Registrant
had been sold. As described in Item 1, Note 3, in October 1995, Registrant
entered into an agreement to sell for $13,000,000, Hidden Valley Office
($9,000,000) and Riverway Shopping Center ($4,000,000) to an unaffiliated
third party. Registrant will recognize gains of approximately $2,900,000
and $1,200,000, respectively, and realize net proceeds of $4,700,000 and
$2,100,000, respectively, if these sales are consummated. The sales are
expected to close during the fourth quarter of 1995. In addition,
Registrant has entered into a letter of intent to sell its Central Forest
and Parker Plaza properties for an aggregate purchase price of $14,000,000.
It is expected that the sale of these properties will occur, if at all,
during the fourth quarter of 1995. Registrant is currently marketing for
sale its remaining property.
Registrant uses working capital reserves from any undistributed cash flow
from operations, refinancings and sales of properties as its primary source
of liquidity. In October 1995, Registrant distributed $39.49 per unit
($1,500,000 in total) to the holders of limited partnership units and
$31,000 to the general partners. To the extent Registrant is successful in
selling its remaining properties, Registrant anticipates distributing the
net proceeds of such sales, after payment of all of Registrant's expenses
and the establishment of sufficient reserves, to the partners and winding
up the affairs of Registrant.
The level of liquidity based on cash and cash equivalents experienced an
increase of $602,000 at September 30, 1995, as compared to December 31,
1994. Registrant's $1,346,000 of net cash from operating activities was
only partially offset by $290,000 of improvements to real estate (investing
activities) and $454,000 of notes payable principal payments (financing
activities). Cash provided by operations improved at September 30, 1995,
as compared to September 30, 1994, primarily due to improved operations and
a reduction in general and administrative expenses. Registrant has no
plans for significant capital expenditures during the next twelve months,
except as needed for property lease-up. All other increases (decreases) in
certain assets and liabilities are the result of the timing of receipt and
payment of various operating activities.
Working capital reserves are invested in a money market account or in
repurchase agreements secured by United States Treasury obligations. The
Managing General Partner believes that, if market conditions remain
relatively stable, cash flow from operations, when combined with current
working capital reserves, will be sufficient to fund required capital
improvements and debt service payments (excluding the balloon payments)
during the next twelve months and the foreseeable future.
7 of 13
CENTURY PROPERTIES FUND XIII - FORM 10-Q - SEPTEMBER 30, 1995
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations.
Liquidity and Capital Resources (Continued)
Registrant has extended the due dates of its balloon payments of $3,893,000
on Parker Plaza Shopping Center and $4,132,000 on Hidden Valley Office Park
until December 1996. The $2,969,000 balloon payment on Registrant's
Central/Forest Shopping Center has been extended until July 1996.
Registrant anticipates selling these properties prior to the due dates of
the mortgages. If Registrant is unable to sell these properties prior to
the due dates of the mortgages, Registrant will attempt to extend the due
dates of these loans or find replacement financing. Registrant believes
that based on the operations of these properties, refinancing can be
secured in an amount adequate to replace the maturing debt. If, however,
the properties are not sold, or the loans are not refinanced or extended,
Registrant could lose these properties through foreclosure. In that case,
Registrant would incur losses of approximately $860,000 (Parker Plaza
Shopping Center), $2,100,000 (Hidden Valley Office Park) and $1,200,000
(Central/Forest Shopping Center). As previously discussed Registrant has a
contract to sell Hidden Valley Office Park and has signed a letter of
intent to sell Central/Forest and Parker Plaza Shopping Centers.
As required by the terms of the settlement of the actions brought against,
among others, DeForest Ventures I L.P. ("DeForest") relating to the tender
offer made by DeForest in October 1994 (the "First Tender Offer") for units
of limited partnership interest in Registrant and certain affiliated
partnerships, DeForest commenced a second tender offer (the "Second Tender
Offer") on June 2, 1995 for units of limited partnership interest in
Registrant. Pursuant to the Second Tender Offer, DeForest acquired an
additional 3,736 units of Registrant which, when added to the units
acquired during the First Tender Offer, represents approximately 47.9% of
the total number of outstanding units of Registrant. The Managing General
Partner believes that the tender will not have a significant impact on
future operations or liquidity of Registrant. Also in connection with the
settlement, an affiliate of the Managing General Partner has made available
to Registrant a credit line of up to $150,000 per property owned by
Registrant. Registrant has no outstanding amounts due under this line of
credit. Based on present plans, management does not anticipate the need to
borrow in the near future. Other than cash and cash equivalents the line
of credit is Registrant's only unused source of liquidity.
On August 17, 1995, the stockholders of NPI, Inc., the sole shareholder of
NPI Equity, agreed to sell to Insignia all of the issued and outstanding
stock of NPI, Inc. The consummation of this transaction is subject to the
satisfaction of certain conditions (including, third party consents and
other conditions not within the control of the parties to the agreement)
and is scheduled to close in January 1996. Upon closing, it is expected
that Insignia will elect new officers and directors of NPI Equity. The
Managing General Partner does not believe these transactions will have a
significant effect on Registrant's liquidity or results of operation.
At this time, it appears that the investment objective of capital growth
will not be attained. In addition, unless there is significant improvement
in the performance of Registrant's properties and the markets in which such
properties are located, a portion of invested capital may not be returned
to investors. In this regard, some or all of the remaining properties have
been held longer than originally expected.
Real Estate Market
The national real estate market suffered from the effects of the real
estate recession including, but not limited to, a downward trend in market
values of existing properties. In addition, the bailout of the savings and
loan associations and sales of foreclosed properties by auction reduced
market values and
8 of 13
CENTURY PROPERTIES FUND XIII - FORM 10-Q - SEPTEMBER 30, 1995
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations.
Real Estate Market (Continued)
caused a further restriction on the ability to obtain credit. These
factors caused a decline in market property values and served to reduce
market rental rates and/or sales prices. Management believes, however,
that the emergence of new institutional purchasers, including real estate
investment trusts and insurance companies, relatively low interest rates
and the improved economy, have created a favorable market for Registrant's
properties.
Results of Operations
Nine Months Ended September 30, 1995 vs. September 30, 1994
Operating results improved by $353,000 for the nine months ended September
30, 1995, as compared to 1994, due to an increase in revenues of $95,000
and a decrease in expenses of $258,000. Operating results improved
primarily due to improved operations at all of Registrant's properties,
except for Central/Forest Village Shopping Center.
Revenues increased by $95,000 for the nine months ended September 30, 1995,
as compared to 1994, due to increases in rental revenue of $59,000 and
interest income of $36,000. Rental revenue increased primarily due to
increases in tenant billbacks at all of Registrant's properties and
increases in rental rates and occupancy at Registrant's Riverway and Parker
Plaza Shopping Centers, which were partially offset by decreases in rental
rates and occupancy at Registrant's Hidden Valley Office Park and
Central/Forest Village Shopping Center. In addition, Registrant's Hidden
Valley Office Park had an increase in rental concessions. Occupancy and
rental rates remained constant at Registrant's North Park Plaza Shopping
Center. Interest income increased due to an increase in average working
capital reserves available for investment and the effect of higher interest
rates.
Expenses declined by $258,000 for the nine months ended September 30, 1995,
as compared to 1994, due to decreases in operating expenses of $89,000,
interest expense of $49,000, and general and administrative expenses of
$120,000. Operating expenses declined primarily due to legal fees incurred
in connection with the Parker Plaza legal proceedings during the prior year
comparative period. Interest expense declined due to a $500,000 partial
repayment resulting from the debt modification on November 15, 1994 on the
mortgage encumbering Registrant's Hidden Valley Office Park, coupled with
mortgage principal amortization on Registrant's other properties. General
and administrative expenses declined due to a reduction in asset management
costs, effective July 1, 1994. Depreciation expense remained constant.
Three Months Ended September 30, 1995 vs. September 30, 1994
Operating results improved by $146,000 for the three months ended September
30, 1995, as compared to 1994, due to an increase in revenues of $74,000
and a decrease in expenses of $72,000. Operating results improved
primarily due to improved operations at all of Registrant's properties.
Revenues increased by $74,000 for the three months ended September 30,
1995, as compared to 1994, due to increases in rental revenue of $71,000
and interest income of $3,000. Rental revenue increased primarily due to
an increase in tenant billbacks at all of Registrant properties which was
slightly offset
9 of 13
CENTURY PROPERTIES FUND XIII - FORM 10-Q - SEPTEMBER 30, 1995
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations.
Three Months Ended September 30, 1995 vs. September 30, 1994 (Continued)
by an increase in rental concessions at Registrant's Hidden Valley Office
Park. In addition, rental rates increased at Registrant's Riverway and
Parkway Plaza Shopping Centers and decreased at Registrant's Hidden Valley
Office Park and Central/Forest Shopping Center. Occupancy increased at
Riverway Shopping Center and Central/Forest Shopping Center. Occupancy
remained relatively constant at Registrant's other properties. Interest
income increased due to an increase in average working capital reserves
available for investment and the effect of higher interest rates.
Expenses declined by $72,000 due to decreases in operating expenses of
$66,000 and interest expense of $14,000, which was partially offset by an
increase in general and administrative expenses of $8,000. Operating
expense declined primarily due to legal fees incurred in connection with
the Parker Plaza legal proceedings during the prior year comparative
period. Interest expense declined due to a $500,000 partial repayment
resulting from the debt modification on November 15, 1994 on the mortgage
encumbering Registrant's Hidden Valley Office Park, coupled with mortgage
principal amortization on Registrant's other properties. General and
administrative expenses increased due to an increase in general and
administrative expenses. Depreciation expense remained constant.
Properties
A description of the properties in which Registrant has an ownership
interest during the period covered by this Report, along with occupancy
data, follows:
CENTURY PROPERTIES FUND XIII
OCCUPANCY SUMMARY
Average
Occupancy Rate (%)
---------------------------
Nine Months Three Months
Date Ended Ended
Square of September 30, September 30,
Name and Location Footage Purchase 1995 1994 1995 1994
- ----------------- ------- -------- ---- ---- ---- ----
Riverway Shopping Center 89,000 04/79 99 97 100 97
Kelso, Washington sq.ft.
North Park Plaza
Shopping Center 65,000 08/79 100 100 100 100
Woodburn, Oregon sq.ft.
Parker Plaza Shopping
Center 181,000 11/79 99 98 99 99
Plano, Texas sq.ft.
Central/Forest Village
Shopping Center 97,000 12/79 88 89 91 87
Dallas, Texas sq.ft.
Hidden Valley Office Park 108,000 11/80 96 99 99 98
Bellevue, Washington sq.ft.
10 of 13
CENTURY PROPERTIES FUND XIII - FORM 10-Q - SEPTEMBER 30, 1995
PART II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
2. NPI, Inc. Stock Purchase Agreement dated as of
August 17, 1995 incorporated by reference to Exhibit
2 to Registrant's Current Report on Form 8-K filed
with the Securities and Exchange Commission on
August 24, 1995.
(b) Report on Form 8-K
On August 24, 1995, Registrant filed a Current Report on
Form 8-K with the Securities and Exchange Commission with
respect to the sale of the stock of NPI, Inc. (Item 1,
Change in Control).
11 of 13
CENTURY PROPERTIES FUND XIII - FORM 10-Q - SEPTEMBER 30, 1995
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 XIII
By: FOX CAPITAL MANAGEMENT CORPORATION
A General Partner
/S/ ARTHUR N. QUELER
------------------------------------
Secretary/Treasurer and Director
(Principal Financial Officer)
12 of 13
CENTURY PROPERTIES FUND XIII - FORM 10-Q - SEPTEMBER 30, 1995
EXHIBIT INDEX
Exhibit Page No.
2. NPI, Inc. Stock Purchase Agreement *
dated August 17, 1995
* Incorporated by reference to Exhibit 2 to Registrant's Current Report on
Form 8-K filed with the Securities and Exchange Commission on August 24,
1995.
13 of 13
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
The schedule contains summary financial information extracted from
Century Properties Fund XIII and is qualified in its entirety by
reference to such financial statements.
</LEGEND>
<MULTIPLIER> 1
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-START> JAN-01-1995
<PERIOD-END> SEP-30-1995
<CASH> 2,607,000
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 36,773,000
<DEPRECIATION> (17,438,000)<F1>
<TOTAL-ASSETS> 23,083,000
<CURRENT-LIABILITIES> 0
<BONDS> 13,833,000
<COMMON> 0
0
0
<OTHER-SE> 8,664,000
<TOTAL-LIABILITY-AND-EQUITY> 23,083,000
<SALES> 0
<TOTAL-REVENUES> 3,973,000
<CGS> 0
<TOTAL-COSTS> 2,338,000
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,069,000
<INCOME-PRETAX> 490,000
<INCOME-TAX> 0
<INCOME-CONTINUING> 490,000
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 490,000
<EPS-PRIMARY> 12.64
<EPS-DILUTED> 12.64
<FN>
<F1> Depreciation includes an allowance for impairment of value of $2,132,000.
</FN>
</TABLE>
