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 June 30, 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
STATEMENT OF NET ASSETS IN LIQUIDATION
Unaudited
(in thousands)
June 30, 1996
Assets
Cash and cash equivalents $ 3,828
Receivables and other assets 128
Total assets 3,956
Liabilities
Accounts payable and accrued expenses 31
Estimated cost during the period of liquidation 61
92
Net assets in liquidation $ 3,864
See Accompanying Notes to Financial Statements
b) CENTURY PROPERTIES FUND XIII
STATEMENTS OF OPERATIONS
(Unaudited)
(in thousands, except unit data)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30, June 30,
1996 1995 1996 1995
<S> <C> <C> <C> <C>
Revenues:
Rental income $ 218 $ 1,330 $ 622 $ 2,613
Other income 84 51 143 96
Gain on sale of properties 1,894 -- 1,894 --
Total revenues 2,196 1,381 2,659 2,709
Expenses:
Operating 18 516 185 1,017
Interest 95 361 233 713
Depreciation 60 281 150 562
General and administrative 143 61 222 121
Total expenses 316 1,219 790 2,413
Net income before
adjustment to
liquidation basis and
extraordinary loss 1,880 162 1,869 296
Adjustment to liquidation
basis (61) -- (61) --
Net income before
extraordinary loss 1,819 162 1,808 296
Extraordinary loss on early
extinguishment of debt (12) -- (12) --
Net income $ 1,807 $ 162 $ 1,796 $ 296
Net income allocated to
general partners (2%) $ 36 $ 3 $ 36 $ 6
Net income allocated to
limited partners (98%) 1,771 159 1,760 290
Net income $ 1,807 $ 162 $ 1,796 $ 296
Net income per limited
partnership unit:
Net income before
extraordinary loss $ 46.94 $ 4.19 $ 46.65 $ 7.64
Extraordinary loss (.31) -- (.31) --
Net income per limited
partnership unit $ 46.63 $ 4.19 $ 46.34 $ 7.64
Distribution per limited
partnership unit $ -- $ -- $302.63 $ --
<FN>
See Accompanying Notes to Financial Statements
</TABLE>
c) CENTURY PROPERTIES FUND XIII
STATEMENT OF CHANGES IN PARTNERS' CAPITAL
NEW ASSETS IN LIQUIDATION
(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 income for the six months
ended June 30, 1996 -- 36 1,760 1,796
Net assets in liquidation at
June 30, 1996 37,980 $ 77 $ 3,787 $ 3,864
<FN>
See Accompanying Notes to Financial Statements
</TABLE>
d) CENTURY PROPERTIES FUND XIII
STATEMENTS OF CASH FLOWS
(Unaudited)
(in thousands)
<TABLE>
<CAPTION>
Six Months Ended
June 30,
1996 1995
<S> <C> <C>
Cash flows from operating activities:
Net income $ 1,796 $ 296
Adjustments to liquidation basis 61 --
Adjustments to reconcile net income to
cash provided by operating activities:
Depreciation 150 562
Amortization of lease commissions and loan costs 22 104
Gain on sale of properties (1,894) --
Extraordinary loss on early extinguishment of debt 12 --
Change in accounts:
Accounts receivable and other assets 270 105
Deferred costs -- (111)
Accounts payable and accrued expenses (266) (30)
Net cash provided by operating activities 151 926
Cash flows from investing activities:
Property improvements and replacements (5) (219)
Net proceeds from sale of properties 8,471 --
Cash provided by (used in) investing activities 8,466 (219)
Cash flows from financing activities:
Mortgage principal payments (66) (303)
Satisfaction of mortgages payable (5,389) --
Distributions paid (11,729) --
Cash used in financing activities (17,184) (303)
Net (decrease) increase in cash and cash equivalents (8,567) 404
Cash and cash equivalents at beginning of period 12,395 2,005
Cash and cash equivalents at end of period $ 3,828 $ 2,409
Supplemental information:
Interest paid $ 221 $ 693
<FN>
See Accompanying 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 under the liquidation basis of accounting and with the instructions
to Form 10-QSB and Item 310(b) of Regulation S-B. Accordingly, they do not
include all of the information and footnotes required by generally accepted
accounting principles for complete financial statements. In the opinion of Fox
Capital Management Corporation ("FCMC" or the "Managing General Partner"), all
adjustments considered necessary for a fair presentation on the liquidation
basis have been included. 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.
During the second quarter of fiscal 1996, Century Properties Fund XIII (the
"Partnership") sold its remaining properties. As a result, the Partnership
changed its basis of accounting as of June 30, 1996, to a liquidation basis.
Consequently, assets have been valued at their estimated net realizable value
and liabilities are presented at their estimated settlement amounts, including
estimated costs associated with carrying out the liquidation. The valuation of
assets and liabilities necessarily requires many estimates and assumptions and
there are substantial uncertainties in carrying out the liquidation. The actual
realization of assets and settlement of liabilities could be higher or lower
than amounts indicated and is based on the estimates as of the date of the
financial statements.
The statement of net assets in liquidation as of June 30, 1996, includes
$61,000 of accrued costs that the Managing General Partner estimates will be
incurred during the period of liquidation based on the assumption that the
liquidation process will be completed by December 31, 1996. Because the success
in realization of assets and the settlement of liabilities is based on the
Managing General Partner's best estimates, the liquidation period may be shorter
than projected or it may be extended beyond the projected period.
Note B - Transactions with Affiliated Parties
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.
("Insignia"), National Property Investors, Inc. ("NPI"), and affiliates of NPI
were charged to expense in 1996 and 1995:
<TABLE>
<CAPTION>
For the Six Months Ended
June 30,
1996 1995
<S> <C> <C>
Reimbursement for services of affiliates (included
in general and administrative expenses) $82,000 $82,000
</TABLE>
For the period from January 19, 1996, to June 5, 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.
The general partners are Fox Realty Investors ("FRI"), a California general
partnership, and FCMC, a California corporation. Pursuant to a series of
transactions which closed during the first half of 1996, affiliates of Insignia
acquired (i) control of NPI Equity Investments II, Inc., the managing general
partner of FRI, and (ii) all of the issued and outstanding shares of stock of
FCMC. In connection with these transactions, affiliates of Insignia appointed
new officers and directors of NPI Equity Investments II, Inc. and FCMC.
Note C - Sale of Investment Properties
On May 31, 1996, the Partnership's North Park Plaza Shopping Center was sold
to an unaffiliated third party for $3,400,000. After satisfaction of notes
payable of approximately $1,565,000 (including accrued interest) and closing
costs and adjustments, the Partnership received approximately $1,702,000. The
sale resulted in a gain of $1,317,000.
On June 5, 1996, the Partnership's Parker Plaza Shopping Center was sold to
an unaffiliated third party for $5,500,000. After satisfaction of notes payable
of approximately $3,904,000 (including accrued interest) and closing costs and
adjustments, the Partnership received approximately $1,252,000. The sale
resulted in a gain of $577,000 and an extraordinary loss of $12,000 on early
extinguishment of debt.
Note D - Distributions
The Partnership distributed $11,494,000 to limited partners ($302.63 per
limited partnership assignee unit) and $235,000 to the General Partners in
January 1996. The distribution was from sales proceeds of properties sold in
December 1995.
Note E - Subsequent Event
The Partnership distributed $3,276,000 to the limited partners ($86.25 per
limited partnership assignee unit) and $67,000 to the general partners in July
1996. The distribution was from sale proceeds from North Park Plaza Shopping
Center and Parker Plaza Shopping Center and from operating reserves.
Note F - Pro Forma Financial Information
The following pro forma balance sheet as of March 31, 1996, and the pro forma
statement of operations for the twelve months ended December 31, 1995, and the
six months ended June 30, 1996, give effect to the sales of North Park Plaza
Shopping Center and Parker Plaza Shopping Center. The adjustments related to
the pro forma balance sheet assume the transaction was consummated at March 31,
1996, while the adjustments to the pro forma income statements assume the
transaction was consummated at the beginning of the year presented. The sales
occurred on May 31, 1996, and June 5, 1996, respectively.
The pro forma adjustments required are to eliminate the assets, liabilities
and operating activity of North Park Plaza Shopping Center and Parker Plaza
Shopping Center.
These pro forma adjustments are not necessarily reflective of the results
that actually would have occurred if the sale had been in effect as of and for
the period presented or what may be achieved in the future.
Note F - Pro Forma Financial Information (continued)
PRO FORMA BALANCE SHEET
March 31, 1996
(Unaudited)
(in thousands)
<TABLE>
<CAPTION>
Pro Forma
Historical Adjustments Pro Forma
<S> <C> <C> <C>
Assets
Cash and cash equivalents $ 719 $ 8,471 $ 9,190
Deferred costs, net 84 (84) --
Other assets 198 (118) 80
Investment properties:
Real estate 12,039 (12,039) --
Accumulated depreciation (5,477) 5,477 --
Real estate, net 6,562 (6,562) --
$ 7,563 $ 1,707 $ 9,270
Liabilities and Partners' Equity
Liabilities
Accrued expenses and other liabilities $ 104 $ (66) $ 38
Mortgage notes payable 5,402 (5,402) --
5,506 (5,468) 38
Partners' Capital 2,057 7,175 9,232
$ 7,563 $ 1,707 $ 9,270
</TABLE>
Note F - Pro Forma Financial Information (continued)
PRO FORMA STATEMENT OF OPERATIONS
For the Year Ended December 31, 1995
(in thousands, except unit data)
<TABLE>
<CAPTION>
Pro Forma
Historical Adjustments Pro Forma
(Audited)
<S> <C> <C> <C>
Revenues:
Rental income $ 5,013 $ (1,545) $ 3,468
Other income 212 (7) 205
Gain on sale of properties 7,625 -- 7,625
Total revenues 12,850 (1,552) 11,298
Expenses:
Operating 2,092 (489) 1,603
Interest 1,457 (539) 918
Depreciation 1,126 (359) 767
General and administrative 292 -- 292
Total expenses 4,967 (1,387) 3,580
Net income (loss) before extraordinary loss 7,883 (165) 7,718
Extraordinary loss on extinguishment of debt (729) -- (729)
Net income (loss) $ 7,154 $ (165) $ 6,989
Net income per limited partnership unit:
Income before extraordinary loss $ 194.31 $ (4.26) $ 190.05
Extraordinary loss (18.80) -- (18.80)
Net income (loss) per limited
partnership unit $ 175.51 $ (4.26) $ 171.25
</TABLE>
Note F - Pro Forma Financial Information (continued)
PRO FORMA STATEMENT OF OPERATIONS
For the Six Months Ended June 30, 1996
(Unaudited)
(in thousands, except unit data)
<TABLE>
<CAPTION>
Pro Forma
Historical Adjustments Pro Forma
<S> <C> <C> <C>
Revenues:
Rental income $ 622 $ (622) $ --
Other income 143 (52) 91
Gain on sale of properties 1,894 (1,894) --
Total revenues 2,659 (2,568) 91
Expenses:
Operating 185 (185) --
Interest 233 (233) --
Depreciation 150 (150) --
General and administrative 222 -- 222
Total expenses 790 (568) 222
Net income (loss) before adjustment to
liquidation basis and extraordinary loss 1,869 (2,000) (131)
Adjustment to liquidation basis (61) -- (61)
Net income (loss) before extraordinary loss 1,808 (2,000) (192)
Extraordinary loss on early extinguishment
of debt (12) 12 --
Net income (loss) $ 1,796 $ (1,988) $ (192)
Net income (loss) per limited partnership
unit:
Net income before extraordinary loss $ 46.65 $ (51.61) $ (4.96)
Extraordinary loss (.31) .31 --
Net income (loss) per limited partnership unit $ 46.34 $ (51.30) $ (4.96)
</TABLE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
The Partnership recorded net income for the three and six month periods ended
June 30, 1996, of approximately $1,807,000 and $1,796,000 as compared to net
income for the corresponding periods in 1995 of approximately $162,000 and
$296,000.
Operating results for the six months ended June 30, 1996, as compared to the
six months ended June 30, 1995, improved by $1,500,000 due to the sale of the
Partnership's North Park Plaza Shopping Center and Parker Plaza Shopping Center
as discussed in further detail below.
As described in "Item 1, Note C-Sale of Investment Properties", the
Partnership sold its remaining properties during the second quarter of 1996.
The aggregate sales price for its properties was $8,900,000. After satisfaction
of existing mortgages and closing costs, net proceeds received by the
Partnership were approximately $2,954,000. The Partnership recorded a gain of
$1,317,000 on the sale of North Park Plaza Shopping Center and a gain of
$577,000 on the sale of Parker Plaza Shopping Center. In connection with the
sale of Parker Plaza Shopping Center, the Partnership also recognized an
extraordinary loss of $12,000 on the early extinguishment of debt.
The Partnership distributed $11,494,000 to limited partners ($302.63 per
limited partnership assignee unit) and $235,000 to the general partners during
the first quarter of 1996. A distribution of $3,276,000 to the limited
partners and $67,000 to the general partners was paid in July 1996. The
distributions were from sales proceeds and working capital reserves. Since
these were the Partnership's last remaining properties, the Partnership expects
to be terminated in 1996 after collection of receivables, payment of outstanding
liabilities and a final distribution to the partners.
At June 30, 1996, the Partnership had cash and cash equivalents of $3,828,000
as compared to $2,409,000 at June 30, 1995. Cash provided by operating
activities decreased in 1996 due to the sale of its investment properties during
the second quarter of 1996. Cash provided by investing activities increased
also due to the sale of the Partnership's investment properties. Cash used in
financing activities increased as a result of the payoff of mortgages
encumbering the sold properties and the payment of distributions to the partners
as discussed above.
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 May 31, 1996, was filed reporting the
sale of North Park Plaza Shopping Center and Parker Plaza Shopping Center.
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
Managing 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: August 13, 1996
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from Century
Properties Fund XIII 1996 Second 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> 6-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> JUN-30-1996
<CASH> 3,828
<SECURITIES> 0
<RECEIVABLES> 128
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0<F1>
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 3,956
<CURRENT-LIABILITIES> 0<F1>
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 3,864
<TOTAL-LIABILITY-AND-EQUITY> 3,956
<SALES> 0
<TOTAL-REVENUES> 2,659
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 790
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 233
<INCOME-PRETAX> 1,869
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> (61)<F3>
<EXTRAORDINARY> (12)
<CHANGES> 0
<NET-INCOME> 1,796
<EPS-PRIMARY> 46.34<F2>
<EPS-DILUTED> 0
<FN>
<F1>The Registrant has an unclassified statement of net assets in liquidation.
<F3>The amount represents adjustments to change to liquidation basis.
<F2>Multiplier is 1.
</FN>
</TABLE>
