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 September 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 0-7734
Century Properties Preferred Partnership 72
(Exact name of Registrant as specified in its charter)
California 94-6298579
(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 (770) 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 PREFERRED PARTNERSHIP 72 - FORM 10-Q -
SEPTEMBER 30, 1995
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements.
Balance Sheets
September 30, December 31,
1995 1994
------------- ------------
Assets
Cash and cash equivalents $ - $ 1,000
Due from affiliate 399,000 -
-------- --------
Total assets $399,000 $ 1,000
======== ========
Liabilities and Partners' Equity (Deficit)
Accounts payable $ 13,000 $ 4,000
Due to affiliate 12,000 12,000
-------- --------
Total liabilities 25,000 16,000
-------- --------
Commitments and Contingencies
Partners' Equity (Deficit):
General partner 11,000 3,000
Limited partners (10,526 units outstanding at
September 30, 1995 and December 31, 1994) 363,000 (18,000)
-------- --------
Total partners' equity (deficit) 374,000 (15,000)
-------- --------
Total liabilities and partners' equity $399,000 $ 1,000
======== ========
See notes to financial statements.
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CENTURY PROPERTIES PREFERRED PARTNERSHIP 72 - FORM 10-Q -
SEPTEMBER 30, 1995
Statements of Operations
For the Nine Months Ended
September 30, September 30,
1995 1994
------------- -------------
Revenues:
Interest $399,000 $ -
-------- --------
Total revenues 399,000 -
-------- --------
Expenses:
General and administrative 10,000 23,000
-------- --------
Total expenses 10,000 (23,000)
-------- --------
Net income (loss) $389,000 $(23,000)
======== ========
Net income (loss) per limited partnership unit $ 36.20 $ (2.19)
======== ========
See notes to financial statements.
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CENTURY PROPERTIES PREFERRED PARTNERSHIP 72 - FORM 10-Q -
SEPTEMBER 30, 1995
Statements of Operations
For the Three Months Ended
September 30, September 30,
1995 1994
------------- -------------
Revenues:
Interest $6,000 $ -
------ -------
Total revenues 6,000 -
------ -------
Expenses:
General and administrative 3,000 4,000
------ -------
Total expenses 3,000 4,000
------ -------
Net income (loss) $3,000 $(4,000)
====== =======
Net income (loss) per limited partnership unit $0.29 $ (0.38)
====== =======
See notes to financial statements.
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CENTURY PROPERTIES PREFERRED PARTNERSHIP 72 - FORM 10-Q -
SEPTEMBER 30, 1995
Statements of Cash Flows
For the Nine Months Ended
September 30, September 30,
1995 1994
------------- -------------
Operating Activities:
Net income (loss) $389,000 $(23,000)
Adjustments to reconcile net income (loss)
to net cash (used in) operating activities:
Changes in operating assets and liabilities:
Due from affiliate (399,000) -
Accounts payable 9,000 (1,000)
-------- --------
Net cash (used in) operating activities (1,000) (24,000)
-------- --------
Financing Activities:
Proceeds of advance from affiliate - 10,000
-------- --------
Cash provided by financing activities - 10,000
-------- --------
Decrease in Cash and Cash Equivalents (1,000) (14,000)
Cash and Cash Equivalents at Beginning
of Period 1,000 17,000
-------- --------
Cash and Cash Equivalents at End
of Period $ - $ 3,000
======== ========
See notes to financial statements.
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CENTURY PROPERTIES PREFERRED PARTNERSHIP 72 - FORM 10-Q -
SEPTEMBER 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, except as described in Note 3.
The results of operations for the nine and three months ended September 30,
1995 and 1994 are not necessarily indicative of the results to be
expected for the full year.
On August 17, 1995, the stockholders of National Property Investors, Inc.
("NPI, Inc."), the sole shareholder of NPI Equity Investments II, Inc. ("NPI
Equity"), the entity which controls Fox Capital Management Corporation, the
general partner of the Partnership, entered into an agreement to sell to
IFGP Corporation, an affiliate of Insignia Financial Group, Inc.
("Insignia"), all of the issued and outstanding stock of NPI, Inc. The sale
of the stock is subject to the satisfaction of certain conditions and is
scheduled to close in January 1996.
2. Transactions with Related Parties
An affiliate of NPI, Inc. received reimbursements of administrative expenses
amounting to $7,000 during the nine months ended September 30, 1994. These
reimbursements are included in general and administrative expenses.
3. Additional Interest From Equity Partnership Sale of Property
On March 31, 1995, the joint venture in which the Equity Partnership had an
80% interest sold the Santa Clara Industrial Buildings #1 and #3 for
$2,720,000. In accordance with the terms of the Equity Partnership's loan
agreement with the Partnership, the Partnership is entitled to 25% of net
sales proceeds (including interest earned thereon through date of
distribution) in the amount of $399,000, as additional interest. This
additional interest is accrued at September 30, 1995. Pursuant to the terms
of the sale, the Equity Partnership and its joint venture partner agreed to
indemnify the purchaser against a breach of their representations and
warranties. Any claim for indemnification must be made prior to December 15,
1995; if no claim is made, the indemnity obligation expires. The net
proceeds from the sale will be held by the Equity Partnership until December
15, 1995, at which time, if no claim is made, the Equity Partnership will be
free to distribute the proceeds. Since this property is the remaining asset
of the Equity Partnership and the Partnership will not be receiving any
other additional interest, the affairs of the Partnership will be wound up,
the partnership dissolved and any remaining proceeds (including the net
proceeds from the sale and interest earned thereon) will be distributed to
partners.
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CENTURY PROPERTIES PREFERRED PARTNERSHIP 72 - FORM 10-Q -
SEPTEMBER 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 this Report.
Liquidity and Capital Resources
Registrant's primary source of revenue has been the re-payment of a Promissory
Note and interest thereon from the Equity Partnership, a related entity. The
Promissory Note was fully repaid in 1981. In addition to the repayment of
principal, the Promissory Note provides for Registrant to receive additional
interest, equal to 25 percent of the net proceeds from the sale of the Equity
Partnership's remaining property.
On March 31, 1995, the joint venture in which Registrant had an 80% interest
sold the Santa Clara Industrial Buildings #1 and #3 to an unaffiliated third
party for $2,720,000. Registrant's additional interest of $399,000 from the
Equity Partnership's net proceeds from the sale has been accrued at September
30, 1995. As described in Item 1, Note 3, the net proceeds from the sale will be
held by the Equity Partnership until December 15, 1995, at which time, if no
claim is made, the Equity Partnership will be free to distribute the proceeds.
Since this property is the remaining asset of the Equity Partnership and
Registrant will not be receiving any other additional interest, the affairs of
Registrant will be wound up, the partnership dissolved and any remaining
proceeds (including the net proceeds from the sale and interest accrued thereon)
will be distributed to the partners.
Registrant's level of liquidity based upon cash and cash equivalents experienced
a $1,000 decline from operating activities at September 30, 1995, as compared to
December 31, 1994. If additional cash is needed, it is anticipated that
Registrant will continue to borrow from the Equity Partnership.
On August 17, 1995, the stockholders of NPI, Inc., the sole shareholder of NPI
Equity, agreed to sell to Insignia all of the issued and outstanding stock of
NPI, Inc. The consummation of this transaction is subject to the satisfaction of
certain conditions (including, third party consents and other conditions not
within the control of the parties to the agreement) and is scheduled to close in
January 1996. Upon closing, it is expected that Insignia will elect new officers
and directors of NPI Equity. It is anticipated that Registrant will be dissolved
prior to the closing, therefore these transactions will not have an effect on
Registrant's liquidity or results of operation.
To date, investors have received cash substantially in excess of their original
investment. Any additional return of cash is dependent upon the resolution of
claims, if any, for indemnification made by the purchaser of the Santa Clara
Industrial Buildings.
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CENTURY PROPERTIES PREFERRED PARTNERSHIP 72 - FORM 10-Q -
SEPTEMBER 30, 1995
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations.
Results of Operations
Nine Months Ended September 30, 1995 vs. September 30, 1994
Operating results improved by $412,000 for the nine months ended September 30,
1995, as compared to 1994, due to an increase in revenues of $399,000 and a
decrease in expenses of $13,000. Registrant accrued $399,000 of additional
interest in connection with the Equity Partnership's sale of its remaining
property. General and administrative expenses decreased by $13,000 due to a
decrease in reimbursed expenses.
Three Months Ended September 30, 1995 vs. September 30, 1994
Operating results improved by $7,000 for the three months ended September 30,
1995, as compared to 1994, due to an increase in revenues of $6,000 and a
decrease in general and administrative expenses of $1,000. Registrant accrued
$6,000 of additional interest in connection with the Equity Partnership's sale
of its remaining property. General and administrative expenses decreased due to
lower reimbursed expenses for the three months ended September 30, 1995, as
compared to 1994.
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CENTURY PROPERTIES PREFERRED PARTNERSHIP 72 - FORM 10-Q -
SEPTEMBER 30, 1995
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations.
Properties
A description of the properties in which the Equity Partnership has an ownership
interest during the period covered by this Report, along with occupancy data,
follows:
CENTURY PROPERTIES EQUITY PARTNERSHIP 72
OCCUPANCY SUMMARY
Average
Occupancy Rate (%)
---------------------------
Nine Months Three Months
Ended Ended
Square Date of September 30, September 30,
Name and Location Footage Purchase 1995 1994 1995 1994
- ----------------- ------- -------- ---- ---- ---- ----
Santa Clara Industrial
Buildings #1 and #3 (1) 42,000 3/74 - 57 - 57
Santa Clara, California
(1) The buildings were sold on March 31, 1995.
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CENTURY PROPERTIES PREFERRED PARTNERSHIP 72 - FORM 10-Q -
SEPTEMBER 30, 1995
PART II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
2. NPI, Inc. Stock Purchase Agreement dated as of August
17, 1995 incorporated by reference to Exhibit 2 to
Registrant's Current Report on Form 8-K filed with the
Securities and Exchange Commission on August 24, 1995.
(b) Report on Form 8-K
On August 24, 1995, Registrant filed a Current Report on
Form 8-K with the Securities and Exchange Commission with
respect to the sale of the stock of NPI, Inc. (Item 1, Change
in Control).
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CENTURY PROPERTIES PREFERRED PARTNERSHIP 72 - FORM 10-Q -
SEPTEMBER 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 PREFERRED PARTNERSHIP 72
By: FOX CAPITAL MANAGEMENT CORPORATION
A General Partner
/S/ ARTHUR N. QUELER
-----------------------------------
Secretary/Treasurer and Director
(Principal Financial Officer)
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CENTURY PROPERTIES PREFERRED PARTNERSHIP 72 - FORM 10-Q -
SEPTEMBER 30, 1995
EXHIBIT INDEX
Exhibit Page No.
- ------
2. NPI, Inc. Stock Purchase Agreement *
dated August 17, 1995
* Incorporated by reference to Exhibit 2 to Registrant's Current Report on Form
8-K filed with the Securities and Exchange Commission on August 24, 1995.
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