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 0-11137
CENTURY PROPERTIES FUND XVII
(Exact name of small business issuer as specified in its charter)
California 94-2782037
(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 telephone number)
Check whether the registrant (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 XVII
CONSOLIDATED BALANCE SHEET
(Unaudited)
(in thousands, except unit data)
June 30, 1996
<TABLE>
<CAPTION>
<S> <C> <C>
Assets
Cash and cash equivalents $ 4,103
Reserve for capital improvements 928
Deferred financing costs, net 428
Other assets 794
Investment properties:
Land $ 7,078
Building and related personal property 57,639
64,717
Less accumulated depreciation (27,065) 37,652
$ 43,905
Liabilities and Partners' Capital (Deficit)
Liabilities
Accrued expenses and other liabilities $ 1,024
Mortgage notes payable 35,925
Partners' Capital (Deficit):
General partner's $ (6,911)
Limited partners'(75,000 units issued and
outstanding) 13,867 6,956
$ 43,905
<FN>
See Accompanying Notes to Consolidated Financial Statements
</TABLE>
b) CENTURY PROPERTIES FUND XVII
CONSOLIDATED 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 $ 2,933 $ 2,910 $ 5,819 $ 5,736
Other income 202 161 419 311
Total revenues 3,135 3,071 6,238 6,047
Expenses:
Operating 1,604 1,654 3,120 3,192
Mortgage interest 890 807 1,773 1,617
Depreciation 537 493 1,053 986
General and administrative 84 65 196 119
Total expenses 3,115 3,019 6,142 5,914
Net income $ 20 $ 52 $ 96 $ 133
Net income allocated to
general partner $ 2 $ 6 $ 11 $ 16
Net income allocated to
limited partners 18 46 85 117
$ 20 $ 52 $ 96 $ 133
Net income per limited
partnership unit $ .24 $ .61 $ 1.13 $ 1.56
<FN>
See Accompanying Notes to Consolidated Financial Statements
</TABLE>
c) CENTURY PROPERTIES FUND XVII
CONSOLIDATED STATEMENT OF CHANGES IN PARTNERS' CAPITAL (DEFICIT)
(Unaudited)
(in thousands, except unit data)
<TABLE>
<CAPTION>
Limited
Partnership General Limited
Units Partner's Partners' Total
<S> <C> <C> <C> <C>
Original capital contributions 75,000 $ -- $ 75,000 $ 75,000
Partners' (deficit) capital at
December 31, 1995 75,000 $(6,922) $ 13,782 $ 6,860
Net income for the six
months ended June 30, 1996 -- 11 85 96
Partners' (deficit) capital at
June 30, 1996 75,000 $ (6,911) $ 13,867 $ 6,956
<FN>
See Accompanying Notes to Consolidated Financial Statements
</TABLE>
d) CENTURY PROPERTIES FUND XVII
CONSOLIDATED 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 $ 96 $ 133
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization 1,726 1,449
Change in accounts:
Other assets 134 197
Accrued expenses and other liabilities 307 (246)
Net cash provided by operating activities 2,263 1,533
Cash flows from investing activities:
(Increase) decrease in reserve for capital
improvements (92) 733
Property improvements and replacements (499) (535)
Net cash (used in) provided by investing
activities (591) 198
Cash flows from financing activities:
Payments of mortgage notes payable (192) (200)
Net cash used in financing activities (192) (200)
Net increase in cash and cash equivalents 1,480 1,531
Cash and cash equivalents at beginning of period 2,623 1,149
Cash and cash equivalents at end of period $ 4,103 $ 2,680
Supplemental information:
Cash paid for interest $ 1,098 $ 1,154
<FN>
See Accompanying Notes to Consolidated Financial Statements
</TABLE>
e) CENTURY PROPERTIES FUND XVII
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Note A - Basis of Presentation
The accompanying unaudited financial statements of Century Properties Fund XVII
(the "Partnership") 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 Fox Capital Management Corporation ("FCMC" or 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 and six month periods ended June 30, 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 consolidated 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
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.
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>
Property management fees (included in operating
expenses) $304,000 $293,000
Reimbursement for services of affiliates (included
in general and administrative expenses) 123,000 72,000
</TABLE>
For the period from January 19, 1996, to June 30, 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 partner of the Partnership is Fox Partners, a California general
partnership. The general partners of Fox Partners are FCMC, a California
corporation, Fox Realty Investors ("FRI"), a California general partnership, and
Fox Partners 82, a California general partnership.
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.
("NPI Equity"), 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 and
FCMC.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS
The Partnership's investment properties consist of five apartment complexes.
The following table sets forth the average occupancy of the properties for the
six months ended June 30, 1996 and 1995:
Average
Occupancy
Property 1996 1995
Cherry Creek Garden Apartments
Englewood, Colorado 95% 97%
Creekside Apartments
Denver, Colorado 97% 97%
The Lodge Apartments
Denver, Colorado 96% 98%
The Village in the Woods Apartments
Cypress, Texas 92% 94%
Cooper's Pond Apartments
Tampa, Florida 92% 92%
The Partnership generated net income for the six months ended June 30, 1996, of
approximately $96,000 compared to approximately $133,000 for the comparable
period of 1995. For the three months ended June 30, 1996, the Partnership
generated net income of approximately $20,000 as compared to net income of
approximately $52,000 for the three months ended June 30, 1995. The decrease in
net income is primarily attributable to an increase in general and
administrative expenses and depreciation expense which was partially offset by
an increase in other income. The increase in general and administrative
expenses is due to an increase in expense reimbursements related to the
transition of the partnership administration offices in 1996. The increase in
other income is due primarily to increased interest income as a result of the
increase in cash reserves held by the Partnership. Also contributing to the
increase in other income was an increase in the collection of lease cancellation
fees.
As part of the ongoing business plan of the Partnership, the Managing General
Partner monitors the rental market environment of each of its investment
properties to assess the feasibility of increasing rents, maintaining or
increasing occupancy levels and protecting the Partnership from increases in
expense. 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 June 30, 1996, the Partnership had unrestricted cash of $4,103,000 compared
to $2,680,000 at June 30, 1995. Net cash provided by operating activities
increased primarily as a result of increased accrued liabilities due to the
timing of the payment of various operating expenses. Also contributing to the
increase in accrued liabilities was an increase in the amount of prepaid rent
collections at June 30, 1996. Net cash used in investing activities increased
due to fewer withdrawals being made from capital improvement reserves.
An affiliate of the Managing General Partner has made available to the
Partnership a credit line of up to $150,000 per property owned by the
Partnership. The Partnership has no outstanding amounts due under this line of
credit. Based on present plans, the Managing General Partner does not
anticipate the need to borrow in the near future. Other than cash and cash
equivalents, the line of credit is the Partnership's only unused source of
liquidity.
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 various properties 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 $35,925,000 net of discount, matures at various
times with balloon payments due at maturity at which time the properties will
either be refinanced or sold. Future cash distributions will depend on the
levels of net cash generated from operations, property sales and the
availability of cash reserves. No cash distributions were made in 1995 or
during the first six months of 1996. Currently, the Managing General Partner is
evaluating the feasibility of a distribution during 1996. At this time, it
appears that the original investment objective of capital growth will not be
attained and that investors will not receive a return of all of their invested
capital.
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: None filed during the quarter ended June 30, 1996.
SIGNATURES
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 XVII
By: Fox Partners
Its General Partner
By: Fox Capital Management Corporation,
Its Managing General Partner
By: /s/ William H. Jarrard, Jr.
William H. Jarrard, Jr.
President and Director
BY: /s/ Ronald Uretta
Ronald Uretta
Principal Financial Officer
and Principal Accounting Officer
Date: August 8, 1996
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from Century
Properties Fund XVII 1996 Second Quarter 10-QSB filing and is qualified in its
entirety by reference to such 10-QSB filing.
</LEGEND>
<CIK> 0000356472
<NAME> CENTURY PROPERTIES FUND XVII
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> JUN-30-1996
<CASH> 4,103
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0<F1>
<PP&E> 64,717
<DEPRECIATION> 27,065
<TOTAL-ASSETS> 43,905
<CURRENT-LIABILITIES> 0<F1>
<BONDS> 35,925
0
0
<COMMON> 0
<OTHER-SE> 6,956
<TOTAL-LIABILITY-AND-EQUITY> 43,905
<SALES> 0
<TOTAL-REVENUES> 6,238
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 6,142
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,773
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 96
<EPS-PRIMARY> 1.13<F2>
<EPS-DILUTED> 0
<FN>
<F1>The Registrant has an unclassified balance sheet.
<F2>Multiplier is 1.
</FN>
</TABLE>
