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 June 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 Identification No.)
incorporation or organization)
5665 Northside Drive N.W., Ste. 370, Atlanta, Georgia 30328
(Address of principal executive office) (Zip Code)
Registrant's telephone number, including area code (404) 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 12
CENTURY PROPERTIES FUND XIII - FORM 10-Q - JUNE 30, 1995
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements.
Balance Sheets
June 30, December 31,
1995 1994
(Unaudited) (Audited)
Assets
Cash and cash equivalents $ 2,409,000 $ 2,005,000
Receivables and other assets 409,000 514,000
Real Estate:
Real estate 36,702,000 36,483,000
Accumulated depreciation (15,025,000) (14,463,000)
Allowance for impairment of value (2,132,000) (2,132,000)
------------ ------------
Real estate, net 19,545,000 19,888,000
Deferred costs, net 553,000 546,000
------------ ------------
Total assets $ 22,916,000 $ 22,953,000
============ ============
Liabilities and Partners' Equity
Notes payable $ 13,984,000 $ 14,287,000
Accrued expenses and other liabilities 462,000 492,000
------------ ------------
Total liabilities 14,446,000 14,779,000
------------ ------------
Commitments and Contingencies
Partners' Equity (Deficit):
General partners (175,000) (181,000)
Limited partners (37,980 units outstanding
at June 30, 1995 and December 31, 1994) 8,645,000 8,355,000
------------ ------------
Total partners' equity 8,470,000 8,174,000
------------ ------------
Total liabilities and partners' equity $22,916,000 $ 22,953,000
============ ============
See notes to financial statements.
2 of 12
CENTURY PROPERTIES FUND XIII - FORM 10-Q - JUNE 30, 1995
Statements of Operations (Unaudited)
For the Six Months Ended
June 30, 1995 June 30, 1994
Revenues:
Rental $2,643,000 $2,655,000
Interest income 65,000 32,000
---------- ----------
Total revenues 2,708,000 2,687,000
---------- ----------
Expenses:
Operating 1,017,000 1,040,000
Interest 712,000 747,000
Depreciation 562,000 562,000
General and administrative 121,000 249,000
---------- ----------
Total expenses 2,412,000 2,598,000
---------- ----------
Net income $ 296,000 $ 89,000
========== ==========
Net income per limited partnership unit $ 8 $ 2
========== ==========
See notes to financial statements.
3 of 12
CENTURY PROPERTIES FUND XIII - FORM 10-Q - JUNE 30, 1995
Statements of Operations (Unaudited)
For the Three Months Ended
June 30, 1995 June 30, 1994
Revenues:
Rental $1,346,000 $1,416,000
Interest income 34,000 20,000
---------- ----------
Total revenues 1,380,000 1,436,000
---------- ----------
Expenses:
Operating 516,000 530,000
Interest 360,000 373,000
Depreciation 281,000 281,000
General and administrative 61,000 147,000
---------- ----------
Total expenses 1,218,000 1,331,000
---------- ----------
Net income $ 162,000 $ 105,000
========== ==========
Net income per limited partnership unit $ 4 $ 3
========== ==========
See notes to financial statements.
4 of 12
CENTURY PROPERTIES FUND XIII - FORM 10-Q - JUNE 30, 1995
Statements of Cash Flows (Unaudited)
For the Six Months Ended
June 30, 1995 June 30, 1994
Operating Activities:
Net income $ 296,000 $ 89,000
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization 666,000 646,000
Deferred costs paid (111,000) (13,000)
Changes in operating assets and liabilities:
Receivables and other assets 105,000 (9,000)
Accounts payable and accrued liabilities (30,000) (123,000)
---------- ----------
Net cash provided by operating activities 926,000 590,000
---------- ----------
Investing Activities:
Additions to rental properties (219,000) (36,000)
---------- ----------
Cash (used in) investing activities (219,000) (36,000)
---------- ----------
Financing Activities:
Notes payable principal payments (303,000) (251,000)
---------- ----------
Cash (used in) financing activities (303,000) (251,000)
---------- ----------
Net Increase in Cash and Cash Equivalents 404,000 303,000
Cash and Cash Equivalents at Beginning
of Period 2,005,000 2,413,000
---------- ----------
Cash and Cash Equivalents at End of Period $2,409,000 $2,716,000
========== ==========
Supplemental Disclosure of Cash Flow
Information:
Interest paid in cash during the period $ 693,000 $ 744,000
========== ==========
See notes to financial statements.
5 of 12
CENTURY PROPERTIES FUND XIII - FORM 10-Q - JUNE 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.
The financial information contained herein is unaudited. In the opinion of
management, however, all adjustments necessary for a fair presentation of
such financial information have been included. All adjustments are of a
normal recurring nature.
The results of operations for the six and three months ended June 30, 1995
and 1994 are not necessarily indicative of the results to be expected for
the full year.
2. Transactions with Related Parties
An affiliate of NPI, Inc. received reimbursement of administrative expenses
amounting to $82,000 and $88,000 during the periods ended June 30, 1995 and
1994, respectively. These reimbursements are included in general and
administrative expenses.
3. Legal Proceedings
On May 19, 1995 final approval was given by the Court to a settlement
agreement relating to the tender offer litigation. As required by the terms
of the settlement agreement, DeForest Ventures I L.P. ("DeForest") commenced
a second tender offer (the "Second Tender Offer") on June 2, 1995 for units
of limited partnership in the Partnership. Pursuant to the Second Tender
Offer, DeForest acquired an additional 3,736 limited partnership units of
the Partnership.
6 of 12
CENTURY PROPERTIES FUND XIII - FORM 10-Q - JUNE 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 six months ended June 30, 1995, except
for Registrant's Hidden Valley Office Park which experienced slightly negative
cash flow. As of August 1, 1995, six of the eleven properties originally
purchased by Registrant had been sold. Registrant anticipates marketing its
remaining properties for sale during 1995.
Registrant uses working capital reserves from any undistributed cash flow from
operations, refinancings and sales of properties as its primary source of
liquidity. In order to preserve working capital reserves and provide funds for
necessary leasing commissions and improvements to properties, cash distributions
from operations remained suspended during the six months ended June 30, 1995, as
they have been since 1984. Registrant anticipates that a cash distribution from
operations will be made during the third quarter of 1995. Upon the sale of a
property, it is anticipated that all or a portion of the sales proceeds will be
distributed.
The level of liquidity based on cash and cash equivalents experienced an
increase of $404,000 at June 30, 1995, as compared to December 31, 1994.
Registrant's $926,000 of cash from operating activities was only partially
offset by $219,000 of improvements to real estate (investing activities) and
$303,000 of mortgage principal payments (financing activities). Cash provided
by operations improved at June 30, 1995, as compared to June 30, 1994, primarily
due to improved operations and a reduction in general and administrative
expenses. Additions to real estate increased at June 30, 1995, as compared to
the prior year comparative period, due to tenant improvements at Registrant's
Hidden Valley Office Park property. Registrant has no plans for significant
capital expenditures during the next 12 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) in 1995 and the foreseeable future.
Registrant has balloon payments totaling $8,062,000 on Parker Plaza Shopping
Center and Hidden Valley Office Park due in November 1995 and a balloon payment
of $2,969,000 on Central/Forest Shopping Center due January 1996. Registrant
will attempt to sell these properties or 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,
7 of 12
CENTURY PROPERTIES FUND XIII - FORM 10-Q - JUNE 30, 1995
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations.
Liquidity and Capital Resources (Continued)
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 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 (see Part II,
Item 1, Litigation). 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. Based on present plans, management
does not anticipate the need to borrow in the near future.
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 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
Six Months Ended June 30, 1995 vs. June 30, 1994
Operating results improved by $207,000 for the six months ended June 30, 1995,
as compared to 1994, due to an increase in revenues of $21,000 and a decrease in
expenses of $186,000.
Revenues increased by $21,000 for the six months ended June 30, 1995, as
compared to 1994, due to an increase in interest income of $33,000 which was
partially offset by a $12,000 decrease in rental income. Interest income
increased primarily due to the effect of higher interest rates. Rental revenue
8 of 12
CENTURY PROPERTIES FUND XIII - FORM 10-Q - JUNE 30, 1995
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations.
Six Months Ended June 30, 1995 vs. June 30, 1994 (Continued)
decreased primarily due to decreases in occupancy at Registrant's Hidden Valley
Office Park and Central/Forest Village Shopping Center, which was partially
offset by an increase in tenant billbacks at Registrant's Hidden Valley Office
Park and increased rental rates at Registrant's Parker Plaza Shopping Center.
Expenses declined by $186,000 for the six months ended June 30, 1995, as
compared to 1994, due to decreases in operating expenses of $23,000, interest
expense of $35,000, and general and administrative expenses of $128,000.
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. Depreciation
expense remained constant.
Three Months Ended June 30, 1995 vs. June 30, 1994
Operating results improved by $57,000 for the three months ended June 30, 1995,
as compared to 1994, due to a decrease in expenses of $113,000 which was
partially offset by a decrease in revenues of $56,000.
Revenues declined by $56,000 for the three months ended June 30, 1995, as
compared to 1994, due to a decrease in rental income of $70,000 which was
partially offset by an increase in interest income of $14,000. Rental revenue
declined due to a decrease in occupancy at Registrant's Hidden Valley Office
Park coupled with decreases in tenant billbacks at Registrant's Parker Plaza
Shopping Center and Central/Forest Village Shopping Center. Interest income
increased due to the effect of higher interest rates.
Expenses declined by $113,000 due to decreases in operating expenses of $14,000,
interest expense of $13,000 and general and administrative expenses of $86,000.
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 declined due to a reduction in asset management costs. Depreciation
expense remained constant.
9 of 12
CENTURY PROPERTIES FUND XIII - FORM 10-Q - JUNE 30, 1995
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations.
Properties
A description of the properties in which Registrant had an ownership interest
during the period covered by this Report, along with occupancy data, follows:
CENTURY PROPERTIES FUND XIII
OCCUPANCY SUMMARY
<TABLE>
<CAPTION>
Average
Occupancy Rate (%)
-----------------------------------
Six Months Three Months
Date Ended Ended
Square of June 30, June 30,
Name and Location Footage Purchase 1995 1994 1995 1994
- ----------------- ------- -------- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Riverway Shopping
Center 89,000 04/79 99 97 99 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 11/79 100 99 100 98
Plano, Texas sq.ft.
Central/Forest Village
Shopping Center 97,000 12/79 87 90 89 87
Dallas, Texas sq.ft.
Hidden Valley
Office Park 108,000 11/80 95 100 95 100
Bellevue, Washington sq.ft.
</TABLE>
10 of 12
CENTURY PROPERTIES FUND XIII - FORM 10-Q - JUNE 30, 1995
PART II - OTHER INFORMATION
Item 1. Litigation
Lawrence M. Whiteside, on behalf of himself and all others similarly
situated, v. Fox Capital Management Corporation et al., Superior Court
of the State of California, San Mateo County, Case No. 390018.
Bonnie L. Ruben and Sidney Finkel, on behalf of themselves and all
others similarly situated, v. DeForest Ventures I L.P., et. al., United
States District Court, Northern District of Georgia, Atlanta Division,
Case No. 1-94-CV-2983-JEC.
Roger L. Vernon, individually and on behalf of all similarly situated
persons v. DeForest Ventures I L.P. et. al., Circuit Court of Cook
County, County Departments, Chancery Division, State of Illinois, Case
No. 94CH0100592.
James Andrews, et al., on behalf of themselves and all others similarly
situated v. Fox Capital Management Corporation, et al., United States
District Court, Northern District of Georgia, Atlanta Division, Case
No. 1-94-CV-3351-JEC.
On May 19, 1995, the Court gave final approval to the settlement
agreement entered into, in March 1995, by the plaintiffs and the
defendants in the above actions. Pursuant to the Court's order, all
claims made by the plaintiffs were dismissed with prejudice subject to
the defendants compliance with the settlement agreement. As required
by the settlement agreement, DeForest Ventures I L.P. ("DeForest") and
DeForest Ventures II L.P. commenced a tender offer for units of limited
partnership interest in Registrant as well as 18 other affiliated
partnerships on June 2, 1995 and implemented the other provisions of
the settlement agreement. See Part I, Item 2, "Management's Discussion
and Analysis of Financial Condition."
Item 6. Exhibits and Reports on Form 8-K.
No report on Form 8-K was required to be filed during the period.
11 of 12
CENTURY PROPERTIES FUND XIII - FORM 10-Q - JUNE 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
______________________________________________
ARTHUR N. QUELER
Secretary/Treasurer and Director
(Principal Financial Officer)
12 of 12
<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> 6-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-START> JAN-01-1995
<PERIOD-END> JUN-30-1995
<CASH> 2,409,000
<SECURITIES> 0
<RECEIVABLES> 409,000
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 36,702,000
<DEPRECIATION> (17,157,000) <F1>
<TOTAL-ASSETS> 22,916,000
<CURRENT-LIABILITIES> 0
<BONDS> 13,984,000
<COMMON> 0
0
0
<OTHER-SE> 8,470,000
<TOTAL-LIABILITY-AND-EQUITY> 22,916,000
<SALES> 0
<TOTAL-REVENUES> 2,643,000
<CGS> 0
<TOTAL-COSTS> 1,579,000
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 712,000
<INCOME-PRETAX> 296,000
<INCOME-TAX> 0
<INCOME-CONTINUING> 296,000
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 296,000
<EPS-PRIMARY> 8
<EPS-DILUTED> 8
<FN>
<F1> Receivables include other assets of $253,000.
</FN>
</TABLE>
