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 March 31, 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 __________________.
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CENTURY PROPERTIES FUND XIII - FORM 10-Q - MARCH 31, 1995
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements.
Balance Sheets
March 31, December 31,
1995 1994
(Unaudited) (Audited)
Assets
Cash and cash equivalents $ 2,305,000 $ 2,005,000
Receivables and other assets 289,000 514,000
Real Estate:
Real estate 36,520,000 36,483,000
Accumulated depreciation (14,744,000) (14,463,000)
Allowance for impairment of value (2,132,000) (2,132,000)
-------------- --------------
Real estate, net 19,644,000 19,888,000
Deferred costs, net 571,000 546,000
-------------- --------------
Total assets $ 22,809,000 $ 22,953,000
============== ==============
Liabilities and Partners' Equity
Notes payable $ 14,135,000 $ 14,287,000
Accrued expenses and other liabilities 366,000 492,000
-------------- --------------
Total liabilities 14,501,000 14,779,000
-------------- --------------
Commitments and Contingencies
Partners' Equity (Deficit):
General partner (178,000) (181,000)
Limited partners (37,980 units outstanding at
March 31, 1995 and December 31, 1994) 8,486,000 8,355,000
-------------- --------------
Total partners' equity 8,308,000 8,174,000
-------------- --------------
Total liabilities and partners' equity $ 22,809,000 $ 22,953,000
============== ==============
See notes to financial statements.
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CENTURY PROPERTIES FUND XIII - FORM 10-Q - MARCH 31, 1995
Statements of Operations (Unaudited)
For the Three Months Ended
March 31, 1995 March 31, 1994
Revenues:
Rental $ 1,297,000 $ 1,239,000
Interest 31,000 12,000
-------------- --------------
Total revenues 1,328,000 1,251,000
-------------- --------------
Expenses:
Operating 501,000 510,000
Interest 352,000 374,000
Depreciation 281,000 281,000
General and administrative 60,000 102,000
-------------- --------------
Total expenses 1,194,000 1,267,000
Net income (loss) $ 134,000 $ (16,000)
============== ==============
Net income (loss) per limited partnership unit $ 3 $ -
============== ==============
See notes to financial statements.
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CENTURY PROPERTIES FUND XIII - FORM 10-Q - MARCH 31, 1995
Statements of Cash Flows (Unaudited)
For the Three Months Ended
March 31, 1995 March 31, 1994
Operating Activities:
Net income (loss) $134,000 $ (16,000)
Adjustments to reconcile net income (loss) to net cash
provided by operating activities:
Depreciation and amortization 329,000 321,000
Deferred costs paid (73,000) (8,000)
Changes in operating assets and liabilities:
Accounts receivable and other assets 225,000 79,000
Accrued expenses and other liabilities (126,000) (192,000)
-------------- --------------
Net cash provided by operating activities 489,000 184,000
-------------- --------------
Investing Activities:
Additions to real estate (37,000) (46,000)
-------------- --------------
Cash (used in) investing activities (37,000) (46,000)
-------------- --------------
Financing Activities:
Notes payable principal payments (152,000) (126,000)
-------------- --------------
Cash (used in) financing activities (152,000) (126,000)
-------------- --------------
Net Increase in Cash and Cash Equivalents 300,000 12,000
Cash and Cash Equivalents at Beginning of Period 2,005,000 2,413,000
-------------- --------------
Cash and Cash Equivalents at End of Period $2,305,000 $2,425,000
============== ==============
Supplemental Disclosure of Cash Flow Information:
Interest paid in cash during the period $ 347,000 $ 374,000
============== ==============
See notes to financial statements.
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CENTURY PROPERTIES FUND XIII - FORM 10-Q - MARCH 31, 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.
At March 31, 1995, the Partnership had approximately $1,969,000 invested in
overnight repurchase agreements earning approximately 6% per annum.
The results of operations for the three months ended March 31, 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 $43,000 and $39,000 during the periods ended March 31, 1995 and
1994, respectively. These reimbursements are included in general and
administrative expenses.
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CENTURY PROPERTIES FUND XIII - FORM 10-Q - MARCH 31, 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 this 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 three months ended March 31, 1995. As
of May 1, 1995, six of the eleven properties originally purchased by Registrant
had been sold.
Registrant uses working capital reserves from any undistributed cash flow from
operations, refinancings and sales of properties as its primary source of
liquidity. A major tenant at Hidden Valley Office Park, who notified Registrant
that it would not renew its lease upon expiration, moved out on March 1, 1995.
Registrant has re-leased this space, on similar terms, effective May 1, 1995.
The new lease expires on August 31, 2000. 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
three months ended March 31, 1995, as they have been since 1984. It is not
currently anticipated that Registrant will make any distributions from
operations in the near future.
The level of liquidity based on cash and cash equivalents experienced an
increase of $300,000 at March 31, 1995, as compared to December 31, 1994.
Registrant's $489,000 of cash from operating activities was only partially
offset by $37,000 of improvements to real estate (investing activities) and
$152,000 of mortgage principal payments (financing activities). Registrant has
no plans for material capital expenditures during the next 12 months. 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 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 loans are not refinanced or extended, or the
properties are not sold, Registrant could lose these properties through
foreclosure. In that case, Registrant would incur losses of approximately
$860,000 (Parker Plaza Shopping Center), $1,860,000 (Hidden Valley Office Park)
and $1,200,000 (Central/Forest Shopping Center).
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CENTURY PROPERTIES FUND XIII - FORM 10-Q - MARCH 31, 1995
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations.
Liquidity and Capital Resources (Continued)
Pursuant to the terms of a Settlement Agreement entered into in connection with
the Ruben and Andrews actions, DeForest Ventures I L.P. will make a tender offer
for an aggregate number of units of Registrant (including the units purchased in
the initial tender) constituting up to 49% of the total number of units of
Registrant at a price equal to the initial tender price plus 15% less attorney's
fees and expenses. In addition, pursuant to the terms of the proposed
settlement, the Managing General Partner will agree to provide Registrant a
credit line of $150,000 per property, borrowings under which would bear interest
at the lesser of prime plus 1% or the rate permitted by the Partnership
Agreement of Registrant. A hearing for final approval of the settlement is
scheduled for May 19, 1995. See Part II - Other Information, "Item 1 - Legal
Proceedings". If the settlement receives final Court approval, it is expected
that the tender offer will commence on or about June 19, 1995. The Managing
General Partner believes that the settlement will not have an adverse effect on
Registrant.
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 has 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. As a result,
Registrant's ability to refinance or sell its existing properties may be
restricted. These factors caused a decline in market property values and serve
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 should create a more favorable
market value for the Registrant's properties in the future.
Results of Operations
Three Months Ended March 31, 1995 vs. March 31, 1994
Operating results improved by $150,000 for the three months ended March 31,
1995, as compared to 1994, due to an increase in revenues of $77,000 and a
decrease in expenses of $73,000.
Revenues increased by $77,000 for the three months ended March 31, 1995, as
compared to 1994, due to increases in rental revenue of $58,000 and interest and
other income of $19,000. Rental revenue increased primarily due to increased
tenant billbacks at Registrant's Parker Plaza Shopping Center, which was only
slightly offset by a decrease in tenant billbacks at North Park Plaza Shopping
Center and a decrease in occupancy at Central/Forest Village Shopping Center.
Interest income increased primarily due to the effect of higher interest rates.
Expenses declined by $73,000 for the three months ended March 31, 1995, as
compared to 1994, due to decreases in operating expenses of $9,000, interest
expense of $22,000 and general and administrative
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CENTURY PROPERTIES FUND XIII - FORM 10-Q - MARCH 31, 1995
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations.
Three Months Ended March 31, 1995 vs. March 31, 1994 (Continued)
expenses of $42,000. 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.
Operating and depreciation expense remained relatively 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
For the Quarters Ended March 31, 1995 and 1994
Number of
Units/ Average
Square Date of Occupancy Rate (%)
Name and Location Footage Purchase 1995 1994
--------- -------- ------- -------
Riverway Shopping Center 89,000 04/79 99 97
Kelso, Washington sq.ft.
North Park Plaza
Shopping Center 65,000 08/79 100 100
Woodburn, Oregon sq.ft.
Parker Plaza Shopping Center 181,000 11/79 100 99
Plano, Texas sq.ft.
Central/Forest Village
Shopping Center 97,000 12/79 86 93
Dallas, Texas sq.ft.
Hidden Valley Office Park 108,000 11/80 95 100
Bellevue, Washington sq.ft.
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CENTURY PROPERTIES FUND XIII - FORM 10-Q - MARCH 31, 1995
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
Lawrence M. Whiteside, on behalf of himself and all other similarly situated, v.
Fox Capital Management Corporation, et al., Superior Court of the State of
California, San Mateo County, Case No. 390018 ("Whiteside").
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
("Ruben").
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
("Vernon").
James Andrews, et al., on behalf of themselves and all other 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
("Andrews").
On March 16, 1995 the United States District Court for the Northern District of
Georgia, Atlanta Division, entered an order which granted preliminary approval
to a settlement agreement in the Ruben and Andrews actions, conditionally
certified two classes for purpose of settlement, and authorized the parties to
give notice to the classes of the terms of the proposed settlement. Plaintiffs
counsel in the Vernon and Whiteside action have joined in the Settlement
Agreement as well. The two certified cla sses constitute all limited partners of
Registrant and the eighteen other affiliated partnerships who either tendered
their units in connection with the October tender offers or continue to hold
their units in Registrant and the other affiliated partnerships. Pursuant to the
terms of the proposed settlement, which are described in the notice sent to the
class members in March 1995, (and more fully described in the Amended
Stipulation of Settlement submitted to the court on March 14, 1995) all claims
which either were made or could have been asserted in any of the class actions
would be dismissed with prejudice and/or released. In consideration for the
dismissal and/or release of such claims, among other things, DeForest I would
pay to each unit holder who tendered their units in Registrant an amount equal
to 15% of the original tender offer price less attorney's fees and expenses. In
addition, DeForest I will commence a second tender offer for an aggregate number
of units of Registrant (including the unit s purchased in the initial tender)
constituting up to 49% of the total number of units of Registrant at a price
equal to the initial tender price plus 15% less attorney's fees and expenses.
Furthermore, under the terms of the proposed settlement, the Managing General
Partner would agree, among other things, to provide Registrant a credit line of
$150,000 per property which would bear interest at the lesser of prime rate plus
1% and the rate permitted under the partnership agreement of Registrant. A
hearin g on the final approval of the settlement is scheduled for May 19, 1995.
Item 6. Exhibits and Reports on Form 8-K.
No report on Form 8-K was required to be filed during the period.
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CENTURY PROPERTIES FUND XIII - FORM 10-Q - MARCH 31, 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
---------------------------------------
ARTHUR N. QUELER
Secretary/Treasurer and Director
(Principal Financial Officer)
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