FORM 10-QSB--QUARTERLY REPORT UNDER SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Quarterly or Transitional Report
(As last amended by 34-32231, eff. 6/3/93.)
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(Mark One)
[X] Quarterly Report Pursuant to Section 13 or 15(d) of The Securities
Exchange Act of 1934
For the quarterly period ended March 31, 1996
[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the transition period.........to.........
Commission file number 0-8892
CENTURY PROPERTIES FUND XIII
(Exact name of small business issuer as specified in its charter)
California 94-2527073
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
One Insignia Financial Plaza
Greenville, South Carolina 29602
(Address of principal executive offices)
(864) 239-1000
Issuer's phone 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 XIII
BALANCE SHEET
Unaudited
(in thousands, except unit data)
March 31 1996
<TABLE>
<CAPTION>
<S> <C> <C>
Assets
Cash and cash equivalents $ 719
Receivables and other assets 198
Investment properties:
Land $ 1,712
Buildings and related personal property 10,327
12,039
Less accumulated depreciation (5,477) 6,562
Deferred costs, net 84
Total assets $ 7,563
Liabilities and Partners' Deficit
Accounts payable and accrued expense $ 104
Mortgage payable 5,402
Partners' Capital:
Limited partners' (37,980 units outstanding) $ 2,016
General partners' 41 2,057
Total liabilities and partners' deficit $ 7,563
<FN>
See Notes to Financial Statements
</TABLE>
b) CENTURY PROPERTIES FUND XIII
STATEMENTS OF OPERATIONS
(Unaudited)
(in thousands, except unit data)
<TABLE>
<CAPTION>
Three Months Ended
March 31,
1996 1995
<S> <C> <C>
Revenues:
Rental income $ 404 $ 1,283
Other income 59 45
Total revenues 463 1,328
Expenses:
Operating 167 501
Mortgage interest 138 352
Depreciation 90 281
General and administrative 79 60
Total expenses 474 1,194
Net income (loss) $ (11) $ 134
Net income (loss) allocated to general partners (2%) $ -- $ 3
Net income (loss) allocated to limited partners (98%) (11) 131
Net income (loss) $ (11) $ 134
Net income (loss) per limited partnership unit $ (.29) $ 3.45
Distribution per limited partnership unit $ 302.63 $ --
<FN>
See Notes to Financial Statements
</TABLE>
c) CENTURY PROPERTIES FUND XIII
STATEMENT OF PARTNERS' CAPITAL
(Unaudited)
(in thousands, except unit data)
<TABLE>
<CAPTION>
Limited General Limited
Partnership Partners' Partners' Total
Units Capital Capital Capital
<S> <C> <C> <C> <C>
Partners' capital at
December 31, 1995 37,980 $ 276 $ 13,521 $ 13,797
Distributions paid -- (235) (11,494) (11,729)
Net loss for the three
months ended March 31, 1996 -- -- (11) (11)
Partners' capital at
March 31, 1996 37,980 $ 41 $ 2,016 $ 2,057
<FN>
See Notes to Financial Statements
</TABLE>
d) CENTURY PROPERTIES FUND XIII
STATEMENTS OF CASH FLOWS
(Unaudited)
(in thousands, except unit data)
<TABLE>
<CAPTION>
Three Months Ended
March 31,
1996 1995
<S> <C> <C>
Cash flows from operating activities:
Net income (loss) $ (11) $ 134
Adjustments to reconcile net income to
cash provided by operating activities:
Depreciation 90 281
Amortization of lease commissions and loan costs 16 48
Change in accounts:
Accounts receivable and other assets 200 225
Deferred costs 9 (73)
Accounts payable and accrued expenses (193) (126)
Net cash provided by operating activities 111 489
Cash flows from investing activities:
Property improvements and replacements (5) (37)
Cash used in investing activities (5) (37)
Cash flows from financing activities:
Mortgage principal repayments (53) (152)
Distributions paid (11,729) --
Cash used in financing activities (11,782) (152)
Net (decrease) increase in cash and cash equivalents (11,676) 300
Cash and cash equivalents at beginning of period 12,395 2,005
Cash and cash equivalents at end of period $ 719 $ 2,305
Supplemental information:
Interest paid $ 130 $ 347
<FN>
See Notes to Financial Statements
</TABLE>
e) CENTURY PROPERTIES FUND XIII
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
Note A - Basis of Presentation
The accompanying unaudited financial statements have been prepared in accordance
with generally accepted accounting principles for interim financial information
and with the instructions to Form 10-QSB and Item 310(b) of Regulation S-B.
Accordingly, they do not include all of the information and footnotes required
by generally accepted accounting principles for complete financial statements.
In the opinion of the Managing General Partner, all adjustments (consisting of
normal recurring accruals) considered necessary for a fair presentation have
been included. Operating results for the three month period ended March 31,
1996, are not necessarily indicative of the results that may be expected for the
fiscal year ending December 31, 1996. For further information, refer to the
financial statements and footnotes thereto included in the Partnership's annual
report on Form 10-K for the year ended December 31, 1995.
Certain reclassifications have been made to the 1995 information to conform to
the 1996 presentation.
Note B - Transactions with Affiliated Parties
Century Properties Fund XIII (the "Partnership") has no employees and is
dependent on its 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.
The following transactions with affiliates of Insignia Financial Group, Inc.,
National Property Investors, Inc. ("NPI"), and affiliates of NPI were charged to
expense in 1996 and 1995:
<TABLE>
For the Three Months Ended
March 31,
1996 1995
<S> <C> <C>
Reimbursement for services of affiliates (included
in general and administrative expenses) $50,000 $43,000
</TABLE>
For the period from January 19, 1996, to March 31, 1996, the Partnership insured
its properties under a master policy through an agency and insurer unaffiliated
with the Managing General Partner. An affiliate of the Managing General Partner
acquired, in the acquisition of a business, certain financial obligations from
an insurance agency which was later acquired by the agent who placed the current
year's master policy. The current agent assumed the financial obligations to
the affiliate of the Managing General Partner who received payments on these
obligations from the agent. The amount of the Partnership's insurance premiums
accruing to the benefit of the affiliate of the Managing General Partner by
virtue of the agent's obligations is not significant.
Note B - Transactions with Affiliated Parties (continued)
The general partners are Fox Realty Investors ("FRI"), a California general
partnership, and Fox Capital Management Corporation ("FCMC"), a California
corporation. On December 6, 1993, the shareholders of FCMC entered into a
Voting Trust Agreement with NPI Equity Investment II Inc. pursuant to which NPI
Equity was granted the right to vote 100 percent of the outstanding stock of
FCMC. As a result, NPI Equity became responsible for the operation and
management of the business and affairs of the Partnership and the other
investment partnerships originally sponsored by FCMC and/or FRI. NPI Equity is
a wholly-owned subsidiary of NPI. The shareholders of FCMC retain indirect
economic interests in the Partnership and such other investment limited
partnerships, but have ceased to be responsible for the operation and management
of the Partnership and such other partnerships.
On August 17, 1995, the stockholders of NPI entered into an agreement to sell to
IFGP Corporation, a Delaware corporation, an affiliate of Insignia Financial
Group, Inc., a Delaware corporation ("Insignia"), all of the issued and
outstanding common stock of NPI, for an aggregate purchase price of $1,000,000.
The closing of the transactions contemplated by the above mentioned agreement
(the "Closing") occurred on January 19, 1996.
Upon the Closing, the officers and directors of NPI, FCMC, and NPI Equity
resigned and IFGP Corporation caused new officers and directors of each of those
entities to be elected.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
The Partnership's investment properties consist of two shopping centers. The
following table sets forth the average occupancy of the properties for the three
months ended March 31, 1996 and 1995:
Average
Occupancy
Property 1996 1995
North Park Plaza Shopping Center
Woodburn, Oregon 100% 100%
Parker Plaza Shopping Center
Plano, Texas 98% 100%
The Partnership's net loss for the three months ended March 31, 1996, was
approximately $11,000 versus net income of $134,000 for the same period of 1995.
The change from net income to net loss is primarily due to the Partnership
selling Central Forest Village, Riverway Plaza, and Hidden Valley Office Park in
December 1995. Due to the sale of these three properties, rental income,
operating expense, mortgage interest expense and depreciation expense as of
March 31, 1996, are not comparable to March 31, 1995. Of the remaining two
properties, rental income decreased due to an adjustment of tenant
reimbursements at December 31, 1995. Tenant reimbursements were estimated at
December 31, 1995. These reimbursements were calculated based on actual
expenditures during the three months ended March 31, 1996, at a lower amount.
Operating expenses increased due to an increase in legal fees.
As part of the ongoing business plan of the Partnership, the Managing General
Partner monitors the rental market environment of its investment properties to
assess the feasibility of increasing rents, maintaining or increasing occupancy
levels and protecting the Partnership from increases in expenses. As part of
this plan, the Managing General Partner attempts to protect the Partnership from
the burden of inflation-related increases in expenses by increasing rents and
maintaining a high overall occupancy level. However, due to changing market
conditions, which can result in the use of rental concessions and rental
reductions to offset softening market conditions, there is no guarantee that the
Managing General Partner will be able to sustain such a plan.
At March 31, 1996, the Partnership had unrestricted cash of $719,000 as compared
to $2,305,000 at March 31, 1995. Net cash provided by operating activities
decreased primarily as a result of a change from net income to net loss as
discussed above. The decrease in cash used in investing activities is due to a
decrease in property replacements. Net cash used in financing activities
increased due to the Partnership making distributions during the three months
ended March 31, 1996, while no such distribution was made during the three
months ended March 31, 1995.
The sufficiency of existing liquid assets to meet future liquidity and capital
expenditure requirements is directly related to the level of capital
expenditures required at the property to adequately maintain the physical assets
and other operating needs of the Partnership. Such assets are currently thought
to be sufficient for any near-term needs of the Partnership. The mortgage
indebtedness of $5,402,000 is amortized over varying periods. The mortgage
secured by the Parker Plaza property was extended through April 30, 1996, at
which time a balloon payment of approximately $3,837,000 was due. The mortgage
lender is currently charging a default interest rate of 10% rather than the
stated rate of 9.5%. The Managing General Partner is currently negotiating the
sale of this property and expects this sale to close by May 31, 1996. However,
there can be no guarantee that this sale will be consummated. If this property
is not sold by May 31, 1996, the mortgage lender will likely foreclose on this
property. Future cash distributions will depend on the levels of cash generated
from operations, a property sale, and the availability of cash reserves. During
the three months ended March 31, 1996, a distribution in the amount of
$11,729,000 was declared and paid. At this time, it appears that the investment
objective of capital growth will not be attained. In addition, a portion of
invested capital may not be returned to investors.
It is the Managing General Partner's intent to sell Parker Plaza Shopping Center
and North Park Plaza Shopping Center. The Managing General Partner is currently
negotiating the sale of the properties with potential purchasers. Both sales
are scheduled to close May 31, 1996, however, the Managing General Partner
cannot guarantee that these sales will be consummated. Upon the sale of the
Partnership's remaining proeprties it is expected that the Partnership will be
dissolved and its remaining cash, after establishing sufficient reserves, will
be distributed in accordance with the Partnership Agreement.
PART II - OTHER INFORMATION
ITEM 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: Form 8-K dated January 19, 1996 was filed reporting
the change in control of the Registrant.
SIGNATURE
In accordance with the requirements of the Exchange Act, 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/William H. Jarrard, Jr.
William H. Jarrard, Jr.
President and Director
/s/Ronald Uretta
Ronald Uretta
Principal Financial Officer
and Principal Accounting Officer
Date: May 14, 1996
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from Century
Properties Fund XIII 1996 First Quarter 10-QSB and is qualified in its entirety
by reference to such 10-QSB filing.
</LEGEND>
<CIK> 0000276703
<NAME> CENTURY PROPERTIES FUND XIII
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> MAR-31-1996
<CASH> 719
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0<F1>
<PP&E> 12,039
<DEPRECIATION> 5,477
<TOTAL-ASSETS> 7,563
<CURRENT-LIABILITIES> 0<F1>
<BONDS> 5,402
0
0
<COMMON> 0
<OTHER-SE> 2,057
<TOTAL-LIABILITY-AND-EQUITY> 7,563
<SALES> 0
<TOTAL-REVENUES> 463
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 474
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 138
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> (11)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (11)
<EPS-PRIMARY> .29
<EPS-DILUTED> 0
<FN>
<F1>The Registrant has an unclassified balance sheet.
</FN>
</TABLE>
