UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
(Mark One)
X ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
- --- EXCHANGE ACT OF 1934
For the fiscal year ended December 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)
One Insignia Plaza, P.O. Box 1089
Greenville, South Carolina 29602
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (864) 239-1000
Securities registered pursuant to Section 12(b) of the Act:
None
Securities registered pursuant to Section 12(g) of the Act:
Limited Partnership Units
Indicate by check mark whether the 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
---- -----
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]
No market for the Limited Partnership Units exists and therefore a market
value for such Units cannot be determined.
DOCUMENTS INCORPORATED HEREIN BY REFERENCE:
Prospectus of Registrant dated September 11, 1978, and thereafter
supplemented incorporated in Parts I and IV.
CENTURY PROPERTIES FUND XIII
(A limited partnership)
PART I
Item 1. Business.
Century Properties Fund XIII (the "Registrant") was organized in 1978
as a California limited partnership under the Uniform Limited Partnership Act of
the California Corporations Code. Fox Capital Management Corporation (the
"Managing General Partner"), a California corporation, and Fox Realty Investors
("FRI"), a California general partnership, are the general partners of the
Registrant.
The Registrant's Registration Statement, filed pursuant to the
Securities Act of 1933 (No. 2-61526), was declared effective by the Securities
and Exchange Commission on September 11, 1978. The Registrant marketed its
securities pursuant to its Prospectus dated September 11, 1978, and thereafter
supplemented (hereinafter the "Prospectus"). This Prospectus was filed with the
Securities and Exchange Commission pursuant to Rule 424(b) of the Securities Act
of 1933.
The principal business of the Registrant is and has been to acquire,
hold for investment and ultimately sell income-producing real property. The
Registrant is a "closed" limited partnership real estate syndicate of the
unspecified asset type.
Beginning in September 1978 through May 1979, the Registrant offered
and sold $37,980,000 in Limited Partnership Units. The net proceeds of this
offering were used to purchase eleven income-producing real properties. The
Registrant's original property portfolio was geographically diversified with
properties acquired in five states. The Registrant's acquisition activities were
completed on February 19, 1981, and since then the principal activity of the
Registrant has been managing its portfolio. In the period 1984 through 1994 five
apartment buildings and one office building had been sold. The Registrant sold
three of its properties in 1995 and its Parker Plaza property is currently under
contract for sale. See "Property Matters" below. See, "Item 2, Properties" for a
description of the Registrant's properties.
The Registrant is involved in only one industry segment, as described
above. The business of the Registrant is not seasonal. The Registrant does not
engage in any foreign operations or derive revenues from foreign sources.
Both the income and the expenses of operating the properties owned by
the Registrant are subject to factors outside of the Registrant's control, such
as an oversupply of similar facilities resulting from overbuilding, increases in
unemployment or population shifts, changes in zoning laws or changes in patterns
of needs of the users. Expenses, such as local real estate taxes and management
expenses are subject to change and cannot always be reflected in rental
increases due to market conditions or existing leases. The profitability and
marketability of developed real property may be adversely affected by changes in
general and local economic conditions and in prevailing interest rates, and
favorable changes in such factors will not necessarily enhance the profitability
or marketability of such properties. Even under the most favorable market
conditions there is no guarantee that the Registrant's remaining properties can
be sold or, if sold, that such sale can be made upon favorable terms.
There has been, and it is possible there may be other Federal, state
and local legislation and regulations enacted relating to the protection of the
environment. The general partners are unable to predict the extent, if any, to
which such new legislation or regulations might occur and the degree to which
such existing or new legislation or regulations might adversely affect the
properties still owned by the Registrant.
The Registrant monitors its properties for evidence of pollutants,
toxins and other dangerous substances, including the presence of asbestos. In
certain cases environmental testing has been performed, which resulted in no
material adverse conditions or liabilities. In no case has the Registrant
received notice that it is a potentially responsible party with respect to an
environmental clean up site.
The Registrant maintains property and liability insurance on the
properties and believes such coverage to be adequate.
At this time, it appears that the original investment objective of
capital growth from the inception of the Registrant will not be attained. In
addition, unless there is significant improvement in the performance of the
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 will be held longer than originally
expected.
Property Matters
Riverway Mall; Hidden Valley Office Complex - The Registrant sold
Riverway Mall located in Kelso, Washington and Hidden Valley Office Complex
located in Bellevue, Washington to an unaffiliated third party. The aggregate
purchase price for the properties was $12,891,000, which amount was allocated
$8,925,000 to Hidden Valley and $3,966,000 to Riverway. The Hidden Valley sale
resulted in a gain of $2,552,000 and the sale of Riverway resulted in a gain of
$1,165,000. Net proceeds to the Registrant after payment of closing costs and
existing debt were $6,279,000.
Central Forest - Effective January 1, 1995, a Modification and
Extension Agreement with respect to the loan held by the Manufacturers Life
Insurance Company ("U.S.A.") encumbering Central Forest was modified and
extended. Pursuant to the Agreement, the maturity date of the loan was now
January 1, 1996. In addition, the Registrant was permitted to prepay the loan at
any time after June 30, 1995, without incurring the prepayment premium.
On December 29, 1995, the Registrant sold Central Forest to an
unaffiliated third party. The purchase price for the property was $8,800,000.
The sale resulted in a gain of $3,908,000. Net proceeds to the Registrant after
payment of closing costs and existing debt were approximately $5,325,000.
Parker Plaza East - In July 1994, the Registrant entered into a
forbearance agreement with the lender. The forbearance agreement, among other
things, extended the maturity date of the loan on this property for 12 months.
This property is currently under contract for sale with an unaffiliated
third party for a purchase price of $5,500,000. It is expected that the sale of
this property will close in the second quarter of 1996. In the event that the
sale is not consummated, the Registrant will be required to refinance the
existing debt on the property.
Hidden Valley Office Park - In September 1994, the Registrant completed
a debt modification agreement with the lender holding the mortgage on this
property. Pursuant to the terms of this agreement, the loan was extended for 12
months and matured on November 15, 1995, at which time the property was sold.
(See "Riverway Mall; Hidden Valley Office Park" above for information relating
to the sale of this property.) In exchange for the 12 month extension, the
Registrant was required to make a $500,000 principal reduction payment.
Employees
The Registrant has no employees. The management at the Registrant's
properties is performed by unaffiliated third party management companies
pursuant to management agreements with such third parties.
Change in Control
From March 1988 through December 1993, the Registrant's affairs were
managed by Metric Management, Inc. ("MMI") or a predecessor. On December
16, 1993, the services agreement with MMI was modified and, as a result thereof,
the Managing General Partner began directly providing real estate advisory and
asset management services to the Registrant. As advisor, such affiliate provides
all partnership accounting and administrative services, investment management,
and supervisory services over property management and leasing.
On December 6, 1993, the shareholders of the Managing General Partner
entered into a Voting Trust Agreement with NPI Equity Investments II, Inc. ("NPI
Equity II") pursuant to which NPI Equity II was granted the right to vote 100%
of the outstanding stock of the Managing General Partner. In addition, NPI
Equity II became the managing partner of FRI. As a result, NPI Equity II
indirectly became responsible for the operation and management of the business
and affairs of the Registrant and the other investment partnerships originally
sponsored by the Managing General Partner and/or FRI. The individuals who had
served previously as partners of FRI and as officers and directors of the
Managing General Partner contributed their general partnership interests in FRI
to a newly formed limited partnership, Portfolio Realty Associates, L.P.
("PRA"), in exchange for limited partnership interests in PRA. The shareholders
of the Managing General Partner and the prior partners of FRI, in their capacity
as limited partners of PRA, continue to hold indirectly certain economic
interests in the Registrant and such other investment limited partnerships, but
have ceased to be responsible for the operation and management of the Registrant
and such other partnerships.
On August 10, 1994, an affiliate of Apollo Real Estate Advisors, L.P.
("Apollo") obtained general and limited partnership interests in NPI-AP
Management L.P. ("NPI-AP").
On October 12, 1994, Apollo acquired one-third of the stock of National
Property Investors, Inc., ("NPI") the parent corporation of NPI Equity II.
Pursuant to the terms of the stock acquisition, Apollo was entitled to designate
three of the seven directors of the Managing General Partner and NPI Equity II.
In addition, the approval of certain major actions on behalf of the Registrant
required the affirmative vote of at least five directors of the Managing General
Partner.
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. NPI is the sole shareholder of NPI Equity II, the general partner of
FRI, and the entity which controls the Managing General Partner. 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, NPI Equity II and
the Managing General Partner resigned and IFGP Corporation caused new officers
and directors of each of those entities to be elected. See "Item 10, Directors
and Executive Officers of the Registrant."
The Tender Offer
On October 12, 1994, affiliates of Apollo acquired (i) one-third of the
stock of the respective general partners of DeForest Ventures I L.P. ("DeForest
I") and DeForest Ventures II L.P. and (ii) an additional equity interest in
NPI-AP (bringing its total equity interest in such entity to one-third). NPI-AP
is a limited partner of DeForest I which was formed for the purpose of making
tender offers for limited partnership units in the Registrant as well as eleven
affiliated limited partnerships.
On January 19, 1996, DeForest I sold all of its interest in the
Registrant to MRI/CPF, L.L.C. ("MRI/CPF"), an entity owned by the former
stockholders of NPI. Pursuant to MRI/CPF's Schedule 13-D filed with the
Securities and Exchange Commission, MRI/CPF acquired 18,179.931 limited
partnership units or approximately 48% of the total limited partnership units of
the Registrant. (See "Item 12, Security Ownership of Certain Beneficial Owners
and Management.")
Competition
The Registrant is affected by and subject to the general competitive
conditions of the commercial and industrial real estate. In addition, each of
the Registrant's properties competes in an area which normally contains numerous
other properties which may be considered competitive. See "Item 2, Properties"
for a description of the markets in which the Registrant's properties are
located.
Item 2. Properties.
A description of the properties in which the Registrant has an
ownership interest is as follows. All of the Registrant's properties are owned
in fee.
Date of
Name and Location Purchase Type Size
- ----------------- -------- ---- ----
North Park Plaza Shopping 08/79 Shopping 65,000
Center Center sq. ft.
Highway 99 & Highway 214
Woodburn, Oregon
Parker Plaza Shopping Center 11/79 Shopping 181,000
Parker Road & Custer Road Center sq. ft.
Plano, Texas
See, Item 8, "Financial Statements and "Supplementary Data" for
information regarding any encumbrances to which the properties of the Registrant
are subject.
The following chart sets forth the occupancy rate at the Registrant's
remaining properties for the years ended December 31, 1995, 1994, 1993, 1992 and
1991:
OCCUPANCY SUMMARY
Average
Occupancy Rate(%)
for the Year Ended
December 31,
-------------------------------------
1995 1994 1993 1992 1991
---- ---- ---- ---- ----
North Park Plaza Shopping Center................................ 100 100 100 96 97
Parker Plaza Shopping Center.................................... 99 99 98 96 96
SIGNIFICANT TENANTS (1)
December 31, 1995
Annualized
Square Nature of Expiration Base Rent Renewal
Footage Business of Lease Per Year(2) Options(5)
------- --------- ---------- ----------- ----------
North Park Plaza Shopping
Center
Safeway 40,840 Grocery Store 1999 $163,360 5-5 Yr
Parker Plaza Shopping Center
Woolworth/ 90,124 Grocery Store 1999 $335,000 5-5 Yr
Brookshire's (3)
Sunwest (4) 41,760 Gymnast Studio 2029 $210,426 -
(1) Tenant occupying 10% or more of total rentable square footage of the
property.
(2) Represents annualized base rent excluding potential additional rent due
as operating expense reimbursements, percentage rents and future contractual
escalations.
(3) Woolworth has sublet to Brookshire's, a grocery store chain.
(4) Sunwest has sublet 20,000 square feet to Champions United; the
remainder is vacant.
(5) The first number represents the number of renewal options. The second
number represents the length of each option.
Item 3. Legal Proceedings.
Lawrence M. Whiteside, on behalf of himself and all others 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., DeForest Capital I Corporation,
MRI Business Properties Fund, Ltd. II, MRI Business Properties Fund, Ltd. III,
NPI Equity Investments II, Inc., Montgomery Realty Company-84, MRI Associates,
Ltd. II, Montgomery Realty Company-85 and MRI Associates, Ltd. III, United
States District Court, Northern District of Georgia, Atlanta Division("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, Case No. 94CH0100592. ("Vernon")
James Andrews, et al., on behalf of themselves and all others
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")
In the fourth quarter of fiscal 1994, limited partners in certain
limited partnerships affiliated with the Registrant, commenced actions in and
against, among others, the Managing General Partner. The actions alleged, among
other things, that the tender offers made by DeForest Ventures I L.P. ("DeForest
I") and DeForest Ventures II L.P. ("DeForest II") in October 1994, constituted
(a) a breach of the fiduciary duty owed by the Managing General Partner to the
limited partners of the Registrant, and (b) a breach of, and an inducement to
breach, the provisions of the Partnership Agreement of the Registrant. The
actions, which had been brought as class actions on behalf of limited partners
sought monetary damages in an unspecified amount and, in the Whiteside action,
to enjoin the tender offers. The temporary restraining order sought in the
Whiteside action was denied by the court on November 3, 1994, and on November
18, 1994, the court denied Whiteside a preliminary injunction.
On March 16, 1995, the United States Court for the Northern District
of Georgia, Atlanta, Division, entered an order which granted preliminary
approval to a settlement agreement (the "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
joined in the Settlement Agreement as well. The Settlement Agreement received
final approval on May 19, 1995, and the actions were dismissed subject to
satisfaction of the terms of the Settlement Agreement. The two certified classes
constituted all limited partners of the Registrant and the eighteen other
affiliated partnerships who either tendered their units in connection with the
October tender offers or continued to hold their units in the Registrant and the
other affiliated partnerships. Pursuant to the terms of the Settlement
Agreement, which were described in the notice sent to the class members in March
1995, (and more fully described in the Amended Stipulation of Settlement
submitted in 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 paid to each unit holder who
tendered their units in the Registrant an amount equal to 15% of the original
tender offer price less attorney's fees and expenses. In addition, DeForest I
commenced a second tender offer on June 2, 1995, for an aggregate number of
units of the Registrant (including the units purchased in the initial tender)
constituting up to 49% of the total number of units of the Registrant at a price
equal to the initial tender price plus 15% less attorney's fees and expenses.
Furthermore, under the terms of the Settlement Agreement, the Managing General
Partner agreed, among other things, to provide the Registrant a credit line of
$150,000 per property which would bear interest at the lesser of the prime rate
plus 1% and the rate permitted under the partnership agreement of the
Registrant. The second tender offer closed on June 30, 1995.
Item 4. Submission of Matters to a Vote of Security Holders.
No matter was submitted to a vote of security holders during the period
covered by this Report.
PART II
Item 5. Market for the Registrant's Equity and Related Security Holder
Matters.
The Limited Partnership Unit holders are entitled to certain
distributions as provided in the Partnership Agreement. To date, unit holders
have received total distributions of $886 for each original unit invested
(including a $302.63 per unit distribution made in January 1996 from the
proceeds of the sales of Hidden Valley Office Park, Riverway Shopping Center and
Central Forest Shopping Center.) No market for the Limited Partnership Units
exists, nor is expected to develop.
As of March 1, 1996, the approximate number of holders of Limited
Partnership Units was 1,996.
During the years ended December 31, 1995 and 1994, the Registrant has
made the following cash distributions with respect to the Units to holders
thereof as of the dates set forth below in the amounts set forth opposite such
dates:
Distribution with Amount of Distribution
Respect to Quarter Ended Per Unit(*)
------------------------ ----------------------
1995 1994
---- ----
March 31 - -
June 30 - -
September 30 - -
December 31 39.49 -
(*) The amounts listed represent distributions of cash from operations and cash
from sales. (See "Item 7, Management's Discussion and Analysis of Financial
Condition and Results of Operations", for information relating to the
Registrant's future distributions.)
Item 6. Selected Financial Data.
The following represents selected financial data for the Registrant for
the years ended December 31, 1995, 1994, 1993, 1992 and 1991. The data should be
read in conjunction with the financial statements included elsewhere herein.
This data is not covered by the independent auditors' report.
For the Year Ended December 31,
--------------------------------------------------------
1995 1994 1993 1992 1991
---- ---- ---- ---- ----
(Amounts in thousands except per unit data)
TOTAL REVENUES $ 12,848 $ 5,301 $ 5,274 $ 5,344 $ 5,372
======= ======= ======= =======
INCOME (LOSS) BEFORE
EXTRAORDINARY ITEMS: $ 7,883 $ 284 $ 184 $ (195) $(2,461)
EXTRAORDINARY ITEM:
LOSS ON EXTINGUISHMENT OF DEBT (729) $ -- $ -- $ -- $ --
-------- ------- ------- ------- -------
NET INCOME (LOSS) $ 7,154 $ 284 $ 184 $ (195) $(2,461)
======== ======= ======= ======= =======
NET INCOME (LOSS) PER LIMITED
PARTNERSHIP UNIT(1):
INCOME (LOSS) BEFORE
EXTRAORDINARY ITEM $ 194.31 $ 7.32 $ 4.74 $ (5.03) $(63.48)
EXTRAORDINARY ITEM $ (18.80) $ -- -- -- --
NET INCOME LOSS $ 175.51 $ 7.32 $ 4.74 $ (5.03) $(63.48)
TOTAL ASSETS $ 19,549 $22,953 $23,697 $25,991 $26,014
======== ======= ======= ======= =======
LONG-TERM OBLIGATIONS:
Notes Payable $ 5,455 $14,287 $15,306 $16,512 $16,826
======== ======= ======= ======= =======
CASH DISTRIBUTIONS PER LIMITED
PARTNERSHIP UNITS $ 39.49 $ -- $ -- $ -- $ --
(1) $1,000 original contribution per unit, based on units outstanding during
the year after giving effect to the allocation of net income (loss) to the
general partners.
Item 7. Management's Discussion and Analysis of Financial Condition
and Results of Operations.
Liquidity and Capital Resources
The Registrant's two remaining properties are shopping centers leased
to tenants subject to leases with remaining lease terms currently ranging up to
thirty-four years. The Registrant's remaining properties are located in Oregon
and Texas. The Registrant receives rental income from its properties and is
responsible for operating expenses, administrative expenses, capital
improvements and debt service payments. Both of the Registrant's properties
generated positive cash flow during the year ended December 31, 1995. As of
March 1, 1996, nine of the eleven properties originally purchased by the
Registrant were sold. The Registrant is currently marketing its properties for
sale.
As described in "Item 8 - Financial Statements and Supplementary Data,
Note 6", the Registrant sold its Hidden Valley Office Park, Riverway and
Central/Forest Village Shopping Center properties during 1995. The aggregate
sales price for the properties was $21,691,000. After satisfaction of mortgages
encumbering the properties of $8,770,000, a prepayment premium of $117,000 and
aggregate closing costs of $1,200,000, net proceeds received by the Registrant
were $11,604,000. In connection with the sale of properties and the repayment of
the related outstanding debt, the Registrant recognized an extraordinary loss on
extinguishment of debt of $729,000, consisting of the write-off of an
unamortized loan discount, deferred loan costs and the prepayment premium. In
addition, the sale of these three properties resulted in a gain of $7,625,000.
The Registrant uses working capital reserves from any undistributed
cash flow from operations, refinancings and sales of properties as its primary
sources of liquidity. On October 30, 1995, the Registrant distributed $1,500,000
($39.49 per unit) to the limited partners and $31,000 to the general partners.
On January 17, 1996, the Registrant distributed $11,494,000 ($302.63 per unit)
to the limited partners and $235,000 to the general partners from the proceeds
received from the sale of the Registrant's Hidden Valley Office Park, Riverway
and Central/Forest Village Shopping Center properties. Upon the sale of the
remaining properties, additional cash will be distributed.
The level of liquidity based on cash and cash equivalents improved by
$10,390,000 at December 31, 1995, as compared to 1994. The Registrant's
$19,749,000 of cash provided by investing activities and $1,534,000 of cash
provided by operating activities was partially offset by $10,893,000 of cash
used in financing activities. Cash provided by investing activities resulted
from net proceeds received from the sale of the Registrant's Hidden Valley
Office Park, Riverway and Central/Forest Village Shopping Center properties,
which was slightly offset by $380,000 of improvements to real estate. Cash used
in financing activities consisted of $8,770,000 paid in satisfaction of notes
payable in connection with the sale of the Registrant's properties, $1,531,000
of cash distributions to partners and $592,000 in notes payable principal
payments. All other increases (decreases) in certain asset and liabilities are
the result of the timing of receipts 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. In December of 1995, the Registrant contracted to sell its
Parker Plaza Shopping Center property for $5,500,000. If the sale is
consummated, the Registrant expects to receive net proceeds of approximately
$1,450,000. For financial statement purposes, the Registrant would recognize a
gain on the sale. The sale is expected to close during the second quarter of
1996. Registrant, however, has a $3,728,000 balloon payment on Parker Plaza due
in December 1996. The Managing General Partner believes that based upon the
operations of the property, refinancing can be secured in an amount adequate to
replace the maturing debt. If, however, the loan is not refinanced or extended,
or the property is not sold, the Registrant could lose the property through
foreclosure.
As required by the terms of the settlement of the actions brought
against, among others, DeForest Ventures I L.P. ("DeForest I") relating to the
tender offer made by DeForest I in October 1994 (the "First Tender Offer") for
units of limited partnership interest in the Registrant and certain affiliated
partnerships, DeForest I commenced a second tender offer (the "Second Tender
Offer") on June 2, 1995 for units of limited partnership interest in the
Registrant. Pursuant to the Second Tender Offer, DeForest I acquired an
additional 3,736 units of the Registrant which, when added to the units acquired
during the First Tender Offer, represented approximately 48% of the total number
of outstanding units of the Registrant. Also in connection with the settlement,
an affiliate of the Managing General Partner has made available to the
Registrant a credit line of up to $150,000 per property owned by the Registrant.
The Registrant 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 against the credit line in the near future. Other than cash and cash
equivalents the line of credit is the Registrant's only unused source of
liquidity.
On January 19, 1996, the stockholders of NPI, the sole shareholder of
NPI Equity II, sold to IFGP Corporation all of the issued and outstanding stock
of NPI. In addition, an affiliate of Insignia purchased the limited partnership
units held by DeForest I and certain of its affiliates. IFGP Corporation caused
new officers and directors of NPI Equity II and the Managing General Partner to
be elected. The Managing General Partner does not believe these transactions
will have a significant effect on the Registrant's liquidity or results of
operations. See "Item 1 Business-Change in Control".
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 the 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 business in which the Registrant is engaged is highly competitive,
and the Registrant is not a significant factor in its industry. Each investment
property is located in or near a major urban area and, accordingly, competes for
rentals not only with similar properties in its immediate area but with hundreds
of similar properties throughout the urban area. Such competition is primarily
on the basis of location, rents, services and amenities. In addition, the
Registrant competes with significant numbers of individuals and organizations
(including similar partnerships, real estate investment trusts and financial
institutions) with respect to the sale of improved real properties, primarily on
the basis of the prices and terms of such transactions.
Results of Operations
1995 Compared to 1994
Operating results, before the extraordinary loss on extinguishment of
debt, improved by $7,599,000 for the year ended December 31,1995, as compared to
1994, due to an increase in revenues of $7,547,000 and a decrease in expenses of
$52,000. Operating results improved due to the $7,625,000 gain on sale of the
Registrant's Hidden Valley Office Park, Riverway and Central/Forest Village
Shopping Center properties.
With respect to the remaining properties, rental revenue increased by
$30,000 primarily due to an increase in rental rates at the Registrant's Parker
Plaza shopping center which was partially offset by a decrease in rental rates
at the Registrant's North Park Plaza shopping center property. Occupancy
remained constant. In addition, interest and other income increased by $37,000
due to an increase in average working capital reserves available for investment
and the effect of higher interest rates.
With respect to the remaining properties, expenses decreased due to
decreases in operating expense of $96,000 and interest expense of $14,000, which
were slightly offset by an increase in depreciation expense of $4,000. Operating
expenses decreased primarily due to legal fees incurred in connection with the
Parker Plaza legal proceedings during the prior year comparative period.
Interest expense declined due to mortgage principal amortization on the
Registrant's remaining properties. Depreciation expense remained relatively
constant. In addition, general and administrative expenses decreased by $66,000
due to a reduction in asset management costs, effective July 1, 1994.
1994 Compared to 1993
Operating results improved by $100,000 for the year ended December 31,
1994, as compared to 1993, due to the disposition of Country Bend Apartments,
which had experienced negative operations.
With respect to the remaining properties, rental revenues increased by
$233,000 due to an increase in rental rates and occupancy at Riverway Shopping
Center and an increase in rates at North Park Plaza Shopping Center and Hidden
Valley Office Park, which was partially offset by a decrease in occupancy at
Central/Forest Village Shopping Center. In addition, interest and other income
increased by $29,000 due to an increase in average working capital reserves
available for investment.
With respect to the remaining properties, operating expenses increased
by $148,000 due to legal fees incurred in connection with the Parker Plaza legal
proceedings and increased repairs and maintenance at the Registrant's Hidden
Valley property. Interest expense increased by $38,000 due to the additional
borrowing associated with the refinancing of Riverway Shopping Center in
September 1993 and an adjustment in the prior year of the principal balance of
the Hidden Valley note payable, which was only slightly offset by mortgage
principal amortization. Depreciation expense increased by $41,000 due to the
effect of prior years fixed asset additions, the majority of which were incurred
to accommodate tenants at Riverway and Central/Forest Village Shopping Centers
and Hidden Valley Office Park. In addition, general and administrative expenses
increased by $32,000 due to costs associated with the management transition
which were only slightly offset by a reduction in asset management costs
effective July 1, 1994.
Item 8. Financial Statements and Supplementary Data.
CENTURY PROPERTIES FUND XIII
(A Limited Partnership)
FINANCIAL STATEMENTS
YEAR ENDED DECEMBER 31, 1995
INDEX
Page
-----
Independent Auditors' Reports............................................................................................. F - 2
Financial Statements:
Balance Sheets at December 31, 1995 and 1994......................................................................... F - 4
Statements of Operations for the Years Ended December 31, 1995, 1994 and 1993........................................ F - 5
Statements of Partners' Equity for the Years Ended
December 31, 1995, 1994 and 1993................................................................................... F - 6
Statements of Cash Flows for the Years Ended December 31, 1995, 1994 and 1993........................................ F - 7
Notes to Financial Statements........................................................................................ F - 8
Financial Statement Schedule:
Schedule III - Real Estate and Accumulated Depreciation at December 31, 1995................................... F - 16
Financial statement schedules not included have been omitted because of the
absence of conditions under which they are required or because the information
is included elsewhere in the financial statements.
To the Partners
Century Properties Fund XIII
Greenville, South Carolina
Independent Auditors' Report
We have audited the accompanying balance sheets of Century Properties Fund XIII,
(a limited partnership), (the "Partnership") as of December 31, 1995 and 1994,
and the related statements of operations, partners' equity and cash flows for
the years then ended. Our audits also included the additional information
supplied pursuant to Item 14(a)(2). These financial statements are the
responsibility of the Partnership's management. Our responsibility is to express
an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Century Properties Fund XIII as
of December 31, 1995 and 1994, and the results of its operations and its cash
flows for the years then ended in conformity with generally accepted accounting
principles. Also in our opinion, the related financial statement schedule, when
considered in relation to the basic financial statements taken as a whole,
presents fairly, in all material respects, the information set forth therein.
Imowitz Koenig & Co., LLP
Certified Public Accountants
New York, N.Y.
February 12, 1996
INDEPENDENT AUDITORS' REPORT
Century Properties Fund XIII:
We have audited the accompanying statements of operations, partners' equity and
cash flows of Century Properties Fund XIII (a limited partnership) (the
"Partnership") for the year ended December 31, 1993. These financial statements
are the responsibility of the Partnership's management. Our responsibility is to
express an opinion on these financial statements based on our audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
In our opinion, such financial statements present fairly, in all material
respects, the results of operations and cash flows of the Partnership for the
year ended December 31, 1993 in conformity with generally accepted accounting
principles.
The accompanying 1993 financial statements have been prepared assuming that the
Partnership will continue as a going concern. As discussed in the first
paragraph of Note 8 to the financial statements, the Partnership has balloon
payments totaling $8,910,000 due in 1994 which raises substantial doubt about
the Partnership's ability to continue as a going concern. Management's plans in
regard to this matter are also described in Note 8. The financial statements do
not include any adjustments that might result from the outcome of this
uncertainty.
DELOITTE & TOUCHE LLP
San Francisco, California
March 18, 1994
CENTURY PROPERTIES FUND XIII
(A Limited Partnership)
BALANCE SHEETS
DECEMBER 31,
----------------------------
1995 1994
------------ -----------
ASSETS
Cash and cash equivalents $ 12,395,000 $ 2,005,000
Other assets 398,000 514,000
Real Estate:
Real estate 12,034,000 36,483,000
Accumulated depreciation (5,387,000) (14,463,000)
Allowance for impairment of value - (2,132,000)
------------ -----------
Real estate, net 6,647,000 19,888,000
Deferred costs, net 109,000 546,000
------------ -----------
Total assets $ 19,549,000 $ 22,953,000
============ ===========
LIABILITIES AND PARTNERS' EQUITY
Notes payable $ 5,455,000 $ 14,287,000
Accrued expenses and other liabilities 297,000 492,000
------------ -----------
Total liabilities 5,752,000 14,779,000
------------ -----------
Partners' Equity (Deficit):
General partners 276,000 (181,000)
Limited partners (37,980 units outstanding at
December 31, 1995 and 1994) 13,521,000 8,355,000
------------ -----------
Total partners' equity 13,797,000 8,174,000
------------ -----------
Total liabilities and partners' equity $ 19,549,000 $ 22,953,000
============ ===========
See notes to financial statements.
CENTURY PROPERTIES FUND XIII
(A Limited Partnership)
STATEMENTS OF OPERATIONS
YEARS ENDED DECEMBER 31,
--------------------------------------------
1995 1994 1993
---------- ----------- -----------
Revenues:
Rental $5,098,000 $ 5,213,000 $ 5,215,000
Interest income 125,000 88,000 59,000
Gain on sale of properties 7,625,000 - -
---------- ----------- -----------
Total revenues 12,848,000 5,301,000 5,274,000
---------- ----------- -----------
Expenses (including $186,000 and $153,000
paid to the general partners and affiliates in
1995 and 1994):
Operating 2,105,000 2,071,000 2,085,000
Interest 1,457,000 1,481,000 1,519,000
Depreciation 1,126,000 1,122,000 1,119,000
General and administrative 277,000 343,000 311,000
Loss on property disposition - - 56,000
---------- ----------- -----------
Total expenses 4,965,000 5,017,000 5,090,000
---------- ----------- -----------
Income before extraordinary item 7,883,000 284,000 184,000
Extraordinary item:
Loss on extinguishment of debt (729,000) - -
---------- ----------- -----------
Net income $7,154,000 $284,000 $184,000
========== =========== ===========
Net income per limited partnership unit:
Income before extraordinary item $ 194.31 $ 7.32 $ 4.74
Extraordinary item (18.80) - -
---------- ----------- -----------
Net income $ 175.51 $ 7.32 $ 4.74
========== =========== ===========
Distributions per limited partnership unit $ 39.49 $ - $ -
========== =========== ===========
See notes to financial statements.
CENTURY PROPERTIES FUND XIII
(A Limited Partnership)
STATEMENTS OF PARTNERS' EQUITY
YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
General
partners' Limited Total
equity partners' partners'
(deficit) equity equity
--------- ---------- ----------
Balance - January 1, 1993 $(191,000) $7,897,000 $7,706,000
Net income 4,000 180,000 184,000
--------- ---------- ----------
Balance - December 31, 1993 (187,000) 8,077,000 7,890,000
Net income 6,000 278,000 284,000
--------- ---------- ----------
Balance - December 31, 1994 (181,000) 8,355,000 8,174,000
Net income 488,000 6,666,000 7,154,000
Cash distributions (31,000) (1,500,000) (1,531,000)
--------- ---------- ----------
Balance - December 31, 1995 $ 276,000 $13,521,000 $13,797,000
========= =========== ===========
See notes to financial statements.
CENTURY PROPERTIES FUND XIII
(A Limited Partnership)
STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31,
-------------------------------------------------
1995 1994 1993
---------- ---------- ----------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $7,154,000 $ 284,000 $ 184,000
Adjustments to reconcile net income to net cash provided
by operating activities:
Depreciation and amortization 1,338,000 1,305,000 1,299,000
Provision for doubtful receivable (7,000) - 21,000
(Gain) loss on property dispositions (7,625,000) - 56,000
Extraordinary item 729,000 - -
Deferred costs paid (228,000) (132,000) (205,000)
Changes in operating assets and liabilities:
Other assets 123,000 (233,000) (13,000)
Accrued expenses and other liabilities 50,000 (9,000) (102,000)
---------- ---------- ----------
Net cash provided by operating activities 1,534,000 1,215,000 1,240,000
---------- ---------- ----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Additions to real estate (380,000) (604,000) (435,000)
Net proceeds from sale of properties 20,129,000 - 2,547,000
---------- ---------- ----------
Net cash provided by (used in) investing activities 19,749,000 (604,000) 2,112,000
---------- ---------- ----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Distribution to partners (1,531,000) - -
Notes payable principal payments (592,000) (519,000) (4,251,000)
Satisfaction of notes payable (8,770,000) - -
Notes payable proceeds 1,875,000
Repayment of note on debt modification - (500,000) -
---------- ---------- ----------
Net cash used in financing activities (10,893,000) (1,019,000) (2,376,000)
---------- ---------- ----------
Increase (Decrease) in Cash and Cash Equivalents 10,390,000 (408,000) 976,000
Cash and Cash Equivalents at Beginning of Year 2,005,000 2,413,000 1,437,000
---------- ---------- ----------
Cash and Cash Equivalents at End of Year $12,395,000 $2,005,000 $2,413,000
========== ========== ==========
Supplemental Disclosure of Cash Flow Information:
Interest paid in cash during the year $1,457,000 $1,472,000 $1,566,000
========== ========== ==========
Supplemental Disclosure of Non-cash Investing and
Financing Activities:
Property sale expenses accrued $ 245,000 $ - $ -
========== ========== ==========
Adjustment of notes payable principal $ - $ - $ 30,000
========== ========== ==========
Disposition of rental properties in 1995 and 1993, see Note 6.
See notes to financial statements.
CENTURY PROPERTIES FUND XIII
(A Limited Partnership)
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization
Century Properties Fund XIII (the "Partnership") is a limited partnership
organized under the laws of the State of California to acquire, hold for
investment, and ultimately sell income-producing real estate. The
Partnership currently owns two shopping centers, located in Oregon and
Texas. The general partners are Fox Realty Investors ("FRI"), a
California general partnership, and Fox Capital Management Corporation
("FCMC"), a California corporation. The original capital contributions of
$37,980,000 ($1,000 per unit) were made by the limited partners.
On December 6, 1993, the shareholders of FCMC entered into a Voting Trust
Agreement with NPI Equity Investments II, Inc. ("NPI Equity" or the
"Managing General Partner") 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 National Property Investors, Inc. ("NPI,
Inc."). 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.
In October 1994, DeForest Ventures I L.P. ("DeForest I") made a tender
offer for limited partnership interests in the partnership, as well as
eleven affiliated limited partnerships. DeForest Ventures II, L.P.
("DeForest II") made tender offers for limited partnership interests in
seven affiliated limited partnerships. Shareholders who controlled
DeForest Capital I Corporation, the sole general partner of DeForest I,
also controlled NPI, Inc. As of December 31, 1995, DeForest I had
acquired approximately 48% of total limited partnership units of the
Partnership.
On January 19, 1996, the stockholders of NPI, Inc. sold all of the issued
and outstanding stock of NPI, Inc. to an affiliate of Insignia Financial
Group, Inc. ("Insignia") (see Note 9).
Use of Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates
and assumptions that affect the amounts reported in the financial
statements and accompanying notes. Actual results could differ from
those estimates.
CENTURY PROPERTIES FUND XIII
(A Limited Partnership)
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Distributions
On October 30, 1995, the Partnership distributed $1,500,000 ($39.49 per
unit) to the limited partners and $31,000 to the general partners. On
January 17, 1996, the Partnership distributed $11,494,000 ($302.63 per
unit) to the limited partners and $235,000 to the general partners from
the proceeds received from the sale of the Partnership's Hidden Valley
Office Park, Riverway Shopping Center and Central/Forest Village Shopping
Center properties.
Fair Value of Financial Instruments
In 1995, the Partnership implemented Statement of Financial Accounting
Standards ("SFAS") No. 107, "Disclosures about Fair Value of Financial
Instruments," as amended by SFAS No. 119, "Disclosures about Derivative
Financial Instruments and Fair Value of Financial Instruments," which
requires disclosure of fair value information about financial
instruments, whether or not recognized in the balance sheet, for which it
is practicable to estimate fair value. Fair value is defined in the SFAS
as the amount at which the instrument could be exchanged in a current
transaction between willing parties, other than in a forced or
liquidation sale. The Partnership believes that the carrying amount of
its financial instruments (except for long term debt) approximates fair
value due to the short term maturity of these instruments. The fair value
of the Partnership's long term debt, after discounting the scheduled loan
payments to maturity, approximates its carrying balance.
Cash and Cash Equivalents
The Partnership considers all highly liquid investments with an original
maturity of three months or less at the time of purchase to be cash
equivalents.
Concentration of Credit Risk
The Partnership maintains cash balances at institutions insured up to
$100,000 by the Federal Deposit Insurance Corporation. Balances in excess
of $100,000 are usually invested in money market accounts or in
repurchase agreements, which are collateralized by United States Treasury
obligations. Cash balances exceeded these insured levels during the year.
At December 31, 1995, the Partnership had approximately $7,189,000
invested in overnight repurchase agreements, secured by United States
Treasury obligations, which are included in cash and cash equivalents.
CENTURY PROPERTIES FUND XIII
(A Limited Partnership)
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Real Estate
Real estate is stated at cost. Acquisition fees are capitalized as a cost
of real estate. In 1995, the Partnership adopted SFAS No. 121,
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived
Assets to be Disposed Of ", which requires impairment losses to be
recognized for long-lived assets used in operations when indicators of
impairment are present and the undiscounted cash flows are not sufficient
to recover the asset's carrying amount. The impairment loss is measured
by comparing the fair value of the asset to its carrying amount. The
adoption of the SFAS had no effect on the Partnership's financial
statements.
Depreciation
Depreciation is computed by the straight-line method over estimated
useful lives ranging from 30 to 39 years for buildings and improvements
and six to seven years for furnishings.
Deferred Costs
Deferred costs represent deferred financing costs and deferred leasing
commissions. Deferred financing costs are amortized over the lives of the
related loans or expensed if financing is not obtained. Deferred leasing
commissions are amortized over the life of the applicable lease. At
December 31, 1995 and 1994, accumulated amortization of deferred costs
was $130,000 and $575,000, respectively.
Net Income Per Limited Partnership Unit
The net income per limited partnership unit is computed by dividing net
income allocated to the limited partners by 37,980 units outstanding.
Income Taxes
Taxable income or loss of the Partnership is reported in the income tax
returns of its partners. Accordingly, no provision for income taxes is
made in the financial statements of the Partnership.
2. TRANSACTIONS WITH THE GENERAL PARTNERS
In accordance with the partnership agreement, the Partnership may be
charged by the general partners and affiliates for services provided to
the Partnership. From March 1988 to December 1992 such amounts were
assigned pursuant to a services agreement by the general partners and
affiliates to Metric Realty Services, L.P. ("MRS"), which performed
partnership management and other services for the Partnership.
On January 1, 1993, Metric Management, Inc., ("MMI"), successor to MRS, a
company which is not affiliated with the general partners, commenced
providing certain property and portfolio management services to the
CENTURY PROPERTIES FUND XIII
(A Limited Partnership)
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
2. TRANSACTIONS WITH THE GENERAL PARTNERS (Continued)
Partnership under a new services agreement. As provided in the new
services agreement, effective January 1, 1993, no reimbursements were
made to the general partners and affiliates after December 31, 1992.
Subsequent to December 31, 1992, reimbursements were made to MMI. On
December 16, 1993, the services agreement with MMI was modified and, as a
result thereof, the Managing General Partner began directly providing
cash management and other Partnership services on various dates
commencing December 23, 1993. On March 1, 1994, an affiliate of the
Managing General Partner commenced providing certain property management
services (see Notes 1 and 9). Related party expenses for the years ended
December 31, 1995, 1994 and 1993 were as follows:
1995 1994 1993
-------- -------- --------
Real estate tax reduction fees $ 15,000 $ - $ -
Reimbursement of Expenses:
Partnership accounting and
investor services 171,000 140,000 -
Professional services - 13,000 -
---------- -------- --------
Total $ 186,000 $153,000 $ -
========== ======== ========
Property management fees and real estate tax reduction fees are included
in operating expenses. Reimbursed expenses are primarily included in
general and administrative expenses.
In accordance with the partnership agreement, the general partners were
allocated their two percent continuing interest in the Partnership's net
income or loss and taxable income or loss. Gains from dispositions of
Partnership properties were allocated first to the general partners to
the extent of the deficit in their capital accounts at the time of the
dispositions, then two percent of the remainder.
On October 30, 1995, the Partnership distributed $31,000 to the general
partners. On January 17, 1996, the Partnership distributed $235,000 to
the general partners.
CENTURY PROPERTIES FUND XIII
(A Limited Partnership)
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
3. REAL ESTATE
Real estate, at December 31, 1995 and 1994, is summarized as follows:
1995 1994
-------------- -------------
Land $ 1,712,000 $ 4,777,000
Buildings and improvements 10,309,000 31,255,000
Furnishings 13,000 451,000
-------------- -------------
Total 12,034,000 36,483,000
Accumulated depreciation (5,387,000) (14,463,000)
Allowance for impairment of value (see Note 6) - (2,132,000)
-------------- -------------
Real estate, net $ 6,647,000 $ 19,888,000
============== =============
4. NOTES PAYABLE
Individual rental properties and improvements are pledged as collateral
for the related notes payable. The notes bear interest at rates of 9.50
percent and 9.75 percent for the year ended December 31, 1995. The notes
are payable monthly.
The Partnership has obtained an extension until December 1996 on the due
date of the $3,728,000 balloon payment on the loan encumbering Parker
Plaza Shopping Center, however, the Partnership has contracted to sell
the property for $5,500,000 and is expected to close during the second
quarter of 1996. The Managing General Partner believes that if the
property is not sold, refinancing can be secured in an amount adequate to
replace the maturing debt. If, however, the loan is not refinanced or
extended, or the property is not sold, the Partnership could lose the
property through foreclosure.
Principal payments at December 31, 1995 are required as follows:
1996 $ 3,949,000
1997 85,000
1998 94,000
1999 104,000
2000 115,000
Thereafter 1,108,000
------------
Total $ 5,455,000
============
Amortization of deferred financing costs totaled $33,000, $10,000 and
$11,000 for 1995, 1994 and 1993, respectively.
CENTURY PROPERTIES FUND XIII
(A Limited Partnership)
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
5. MINIMUM FUTURE RENTAL REVENUES
Minimum future rental revenues from operating leases having
non-cancelable lease terms in excess of one year are as follows:
1996 $ 1,245,000
1997 1,212,000
1998 1,110,000
1999 673,000
2000 378,000
Thereafter 7,851,000
------------
Total $12,469,000
============
Rental revenue includes percentage and other contingent rentals of
$56,000, $17,000, and $66,000 in 1995, 1994 and 1993, respectively.
Amortization of deferred leasing commissions totaled $179,000, $173,000,
and $169,000 for the years ended December 31, 1995, 1994 and 1993,
respectively.
6. DISPOSITION OF RENTAL PROPERTIES AND EXTRAORDINARY ITEM
On December 21, 1995, the Partnership sold its Hidden Valley Office Park
property, located in Bellevue, Washington for $8,925,000. After
satisfaction of the mortgage of $4,137,000 and closing expenses of
$471,000, the net proceeds received by the Partnership were $4,317,000.
The carrying value of the property at the time of sale was $5,902,000.
The sale resulted in a gain of $2,552,000. The Partnership had previously
recorded a $2,132,000 provision for impairment of value in 1991.
On December 21, 1995, the Partnership sold its Riverway Shopping Center
property, located in Kelso, Washington for $3,966,000. After satisfaction
of the mortgage of $1,656,000, a prepayment premium of $117,000 and
closing expenses of $231,000 the net proceeds received by the Partnership
were $1,962,000. The carrying value of the property at the time of sale
was $2,570,000. The sale resulted in a gain of $1,165,000.
On December 29, 1995, the Partnership sold its Central/Forest Village
Shopping Center property, located in Dallas, Texas for $8,800,000. After
satisfaction of the mortgage of $2,977,000 and closing expenses of
$498,000 the net proceeds received by the Partnership were $5,325,000.
The carrying value of the property at the time of sale was $4,394,000.
The sale resulted in a gain of $3,908,000.
In connection with the sale of properties and the repayment of the
related outstanding debt, the Partnership recognized an extraordinary
loss on extinguishment of debt of $729,000, consisting of the write-off
of an unamortized loan discount, deferred loan costs and a prepayment
premium.
CENTURY PROPERTIES FUND XIII
(A Limited Partnership)
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
6. DISPOSITION OF RENTAL PROPERTIES (Continued)
In April 1993, the Partnership sold Country Bend Apartments, located in
Benbrook, Texas, for $2,655,000. As part of the sale, the existing loan
in the amount of $2,329,000 was assumed by the buyer. Expenses of sale
were approximately $114,000. The net cash proceeds to the Partnership
were $212,000. The carrying value of the property at the time of sale was
$2,597,000. The net loss on sale of $56,000 was recognized in 1993.
7. RECONCILIATION TO INCOME TAX METHOD OF ACCOUNTING
The differences between the accrual method of accounting for income tax
reporting and the accrual method of accounting used in the financial
statements are as follows:
1995 1994 1993
---------- ---------- -----------
Net income - financial statements $ 7,154,000 $ 284,000 $ 184,000
Differences resulted from:
Depreciation 130,000 56,000 19,000
Gain on property disposition (2,758,000) - 662,000
Other 32,000 51,000 (11,000)
------------ ------------ ------------
Net income - income tax method $ 4,558,000 $ 391,000 $ 854,000
============ ============ ============
Taxable income per limited partnership unit
after giving effect to the allocation to the
general partners $ 112 $ 10 $ 21
============ ============ ============
Partners' equity - financial statements $13,797,000 $ 8,174,000 $ 7,890,000
Differences resulted from:
Sales commissions and organization costs 4,028,000 4,028,000 4,028,000
Depreciation (73,000) (841,000) (897,000)
Provision for impairment of value - 2,132,000 2,132,000
Lease payments credited to rental properties 149,000 239,000 239,000
Accumulated amortization of notes payable
discount - 995,000 995,000
Other 35,000 182,000 131,000
----------- ----------- -----------
Partners' equity - income tax method $17,936,000 $14,909,000 $14,518,000
=========== =========== ===========
CENTURY PROPERTIES FUND XIII
(A Limited Partnership)
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
8. BASIS OF PRESENTATION AND OPERATING STRATEGY FOR THE YEAR ENDED
DECEMBER 31, 1993
The accompanying financial statements for the year ended December 31,
1993, have been prepared on a going concern basis which contemplates the
realization of assets and satisfaction of liabilities in the normal
course of business. The Partnership holds investments in and operates
properties in real estate markets that are or were experiencing
unfavorable economic conditions. Many of the Partnership's properties are
or were located in oil industry related and other weakened markets. In
addition, each of the Partnership's properties competes in an area which
normally contains numerous other real properties which may be considered
competitive. In 1993, markets in some areas remained depressed due in
part to overbuilding which continued to depress rental rates. The level
of sales of existing properties has been affected by the limited
availability of financing in real estate markets. The Partnership had
balloon payments of $8,910,000 on Parker Plaza Shopping Center and Hidden
Valley Office Park due in November 1994. In addition, a balloon payment
of $3,069,000 on Central/Forest Village Shopping Center was due in
January 1995. The financial statements do not include any adjustments
that might have resulted from the ultimate outcome of these
uncertainties.
In 1995, the Partnership sold its Hidden Valley Shopping Center and
Central/Forest Village Shopping Center properties. In addition, the
Partnership obtained an extension of the due date on the balloon payment
on Parker Plaza Shopping Center.
9. SUBSEQUENT EVENT
On January 19, 1996, the stockholders of NPI, Inc. sold all of the issued
and outstanding stock of NPI, Inc. to an affiliate of Insignia. As a
result of the transaction, the Managing General Partner of the
Partnership is controlled by Insignia. Insignia affiliates now provide
asset management services to the Partnership, maintain its books and
records and oversee its operations. Property management services continue
to be provided by an unaffiliated third party.
CENTURY PROPERTIES FUND XIII
(A Limited Partnership)
SCHEDULE III
REAL ESTATE AND ACCUMULATED DEPRECIATION
December 31, 1995
Column A Column B Column C Column D Column E
- -------- -------- -------- -------- --------
Cost Capitalized Gross Amount
Initial Cost Subsequent to Carried at
to Partnership Acquisition Close of Period (1)
------------------- ---------------------- -------------------------------
Buildings and Carrying Buildings and
Description Encumbrances Land Improvements Improvements Costs Land Improvements Total (2)
- ----------- ------------ ---- ------------- ------------ -------- ---- ------------- ---------
(Amounts in thousands)
North Park Plaza
Shopping Center
Woodburn, Oregon $1,584 $ 550 $2,794 $169 $ (5) $ 538 $ 2,970 $ 3,508
Parker Plaza
Shopping Center
Plano, Texas 3,871 1,174 6,972 524 (144) 1,174 7,352 8,526
------ ----- ----- ---- ---- ----- ------- -------
TOTAL $5,455 $1,724 $9,766 $693 $(149) $1,712 $10,322 $12,034
======= ====== ====== ==== ===== ====== ======= =======
Column F Column G Column H Column I
-------- -------- -------- --------
Life
on which
depreciation
is computed
Accumulated in latest
Depreciation Date of Date statements of
Description (3) Construction Acquired operations
- ----------- ------------ ------------ -------- --------------
North Park Plaza
Shopping Center
Woodburn, Oregon $1,586 6/79 8/79 6-39 Yrs.
Parker Plaza
Shopping Center
Plano, Texas 3,801 11/79 11/79 6-39 Yrs.
------
TOTAL $5,387
======
See accompanying notes.
SCHEDULE III
CENTURY PROPERTIES FUND XIII
(A Limited Partnership)
REAL ESTATE AND ACCUMULATED DEPRECIATION
DECEMBER 31, 1995
NOTES:
(1) The aggregate cost for Federal income tax purposes is $12,195,000.
(2) Balance, January 1, 1993 $ 39,958,000
Improvements capitalized subsequent to acquisition 435,000
Cost of rental property sold (4,514,000)
------------
Balance, December 31, 1993 35,879,000
Improvements capitalized subsequent to acquisition 604,000
------------
Balance, December 31, 1994 36,483,000
Improvements capitalized subsequent to acquisition 380,000
Cost of rental properties sold (24,829,000)
------------
Balance, December 31, 1995 $ 12,034,000
============
(3) Balance, January 1, 1993 $ 16,274,000
Additions charged to expense 1,119,000
Accumulated depreciation of rental property sold (1,920,000)
------------
Balance, December 31, 1993 15,473,000
Additions charged to expense 1,122,000
------------
Balance, December 31, 1994 16,595,000
Additions charged to expense 1,126,000
Accumulated depreciation of rental properties sold (10,202,000)
Allowance for impairment of value of rental property sold (2,132,000)
------------
Balance, December 31, 1995 $ 5,387,000
============
Item 9. Changes in and Disagreements with Accountants on Accounting
and Financial Disclosure.
Effective April 22, 1994, the Registrant dismissed its prior
Independent Auditors, Deloitte & Touche, LLP ("Deloitte") and retained as its
new Independent Auditors, Imowitz Koenig & Company, LLP. Deloitte's Independent
Auditors' Report on the Registrant's financial statements for calendar years
ended December 31, 1993 did not contain an adverse opinion or a disclaimer of
opinion, and were not qualified or modified as to audit scope or accounting
principles. However, Deloitte's Independent Auditors' Report for the calendar
year ended December 31, 1993 was modified due to uncertainty regarding the
Registrant's ability to continue as a going concern since the Registrant had
substantial balloon payments due on Notes in 1994; the financial statements did
not include any adjustments that might result from the outcome of this
uncertainty. The decision to change Independent Auditors was approved by the
Managing General Partner's Directors. During the calendar year ended 1993 and
through April 22, 1994 there were no disagreements between the Registrant and
Deloitte on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope of procedure which disagreements if not
resolved to the satisfaction of Deloitte, would have caused it to make reference
to the subject matter of the disagreements in connection with its reports.
Effective April 22, 1994, the Registrant engaged Imowitz Koenig &
Company, LLP as its Independent Auditors. The Registrant did not consult Imowitz
Koenig & Company, LLP regarding any of the matters or events set forth in Item
304(a)(2)(i) and (ii) of Regulation S-K prior to April 22, 1994.
PART III
Item 10. Directors and Executive Officers of the Registrant.
The Registrant does not have any officer or directors. The managing
general partner of the Registrant, Fox Capital Management Corporation (the
"Managing General Partner"), manages and controls substantially all of the
Registrant's affairs and has general responsibility and ultimate authority in
all matters affecting its business. NPI Equity Investments II, Inc., which
controls the Managing General Partner, is a wholly-owned affiliate of National
Property Investors, Inc., which in turn is owned by an affiliate of Insignia
(See "Item 1, Business - Change in Control"). Insignia is a full service real
estate service organization performing property management, commercial and
retail leasing, investor services, partnership administration, mortgage banking,
and real estate investment banking services for various entities. Insignia
commenced operations in December 1990 and is the largest manager of multifamily
residential properties in the United States and is a significant manager of
commercial property. It currently provides property and/or asset management
services for over 2,000 properties. Insignia's properties consist of
approximately 300,000 units of multifamily residential housing and approximately
64 million square feet of commercial space.
As of March 1, 1996, the names and positions held by the officers and
directors of the Managing General Partner are as follows:
Has served as a
Director and/or
Officer of the
Managing General
Name Positions Held Partner since
- ---- -------------- ----------------
William H. Jarrard, Jr. President and Director January 1996
Ronald Uretta Vice President and January 1996
Treasurer
John K. Lines, Esquire Vice President, January 1996
Secretary and Director
Thomas R. Shuler Director January 1996
Kelley M. Buechler Assistant Secretary January 1996
William H. Jarrard, Jr., age 49, has been President and a Director of
the Managing General Partner since January 1996. Mr. Jarrard has been a Managing
Director - Partnership Administration of Insignia since January 1991.
Ronald Uretta, age 40, has been Insignia's Chief Financial Officer and
Treasurer since January 1992. Since September 1990, Mr. Uretta has also served
as the Chief Financial Officer and Controller of Metropolitan Asset Group.
John K. Lines, Esquire, age 36, has been a Director and Vice President
and Secretary of the Managing General Partner since January 1996, Insignia's
General Counsel since June 1994, and General Counsel and Secretary since July
1994. From May 1993 until June 1994, Mr. Lines was the Assistant General Counsel
and Vice President of Ocwen Financial Corporation, West Palm Beach, Florida.
From October 1991 until May 1993, Mr. Lines was a Senior Attorney with Banc One
Corporation, Columbus, Ohio. From May 1984 until October 1991, Mr. Lines was an
attorney with Squire Sanders & Dempsey, Columbus, Ohio.
Thomas R. Shuler, age 50, has been Managing Director - Residential
Property Management of Insignia since March 1991 and Executive Managing Director
of Insignia and President of Insignia Management Services since July 1994.
Kelley M. Buechler, age 38, has been Assistant Secretary of the
Managing General Partner since January 1996 and Assistant Secretary of Insignia
since 1991.
No family relationships exist among any of the officers or directors of
the Managing General Partner.
Each director and officer of the Managing General Partner will hold
office until the next annual meeting of stockholders of the Managing General
Partner and until his successor is elected and qualified.
Item 11. Executive Compensation.
The Registrant is not required to and did not pay any compensation to the
officers or directors of the Managing General Partner. The Managing General
Partner does not presently pay any compensation to any of its officers or
directors. (See "Item 13, Certain Relationships and Related Transactions.")
Item 12. Security Ownership of Certain Beneficial Owners and
Management.
The Registrant is a limited partnership and has no officers or
directors. The Managing General Partner has discretionary control over most of
the decisions made by or for the Registrant in accordance with the terms of the
Partnership Agreement.
The following table sets forth certain information regarding limited
partnership units of the Registrant owned by each person who is known by the
Registrant to own beneficially or exercise voting or dispositive control over
more than 5% of the Registrant's limited partnership units, by each of the
Managing General Partner's directors and by all directors and executive officers
of the Managing General Partner as a group as of March 1, 1996.
Name and address of Amount and nature of
Beneficial Owner Beneficial Ownership % of Class
- ------------------- -------------------- ----------
MRI/CPF LLC (1) 18,179.931 48
All directors and
executive officers as
a group (5 persons) - -
- ----------------
(1) MRI/CPF LLC's business address is 100 Jericho Quadrangle, Suite 214,
Jericho, New York.
There are no arrangements known to the Registrant, the operation of
which may, at a subsequent date, result in a change in control of the
Registrant.
Item 13. Certain Relationships and Related Transactions.
In accordance with the Registrant's partnership agreement, the
Registrant may be charged by the general partners and affiliates for services
provided to the Registrant. On January 1, 1993, Metric Management, Inc.,
("MMI"), a company which is not affiliated with the general partners, commenced
providing certain property and portfolio management services to the Registrant
under a new services agreement. As provided in the new services agreement,
effective January 1, 1993, no reimbursements were made to the general partners
and affiliates after December 31, 1992. Subsequent to December 31, 1992,
reimbursements were made to MMI. On December 16, 1993, the services agreement
with MMI was modified and, as a result thereof, the Managing General Partner
began directly providing cash management and other Partnership services on
various dates commencing December 23, 1993. On March 1, 1994, an affiliate of
the Managing General Partner commenced providing certain property management
services. Related party expenses for the years ended December 31, 1995, 1994 and
1993 were as follows:
1995 1994 1993
-------- -------- --------
Real estate tax reduction fees $ 15,000 $ - $ -
Reimbursement of Expenses:
Partnership accounting and
investor services 171,000 140,000 -
Professional services - 13,000 -
-------- -------- --------
Total $186,000 $153,000 $ -
======== ======== ========
Property management fees and real estate tax reduction fees are
included in operating expenses. Reimbursed expenses are primarily included in
general and administrative expenses.
In accordance with the Registrant's partnership agreement, the general
partners were allocated their two percent continuing interest in the
Registrant's net income or loss and taxable income or loss. Gains from
dispositions of the Registrant's properties were allocated first to the general
partners to the extent of the deficit in their capital accounts at the time of
the dispositions, then two percent of the remainder.
On October 30, 1995, the Registrant distributed $31,000 to the general
partners. On January 17, 1996, the Registrant distributed $235,000 to the
general partners.
PART IV
Item 14. Exhibits, Financial Statements Schedules, and Reports on Form 8-K.
(a)(1)(2) Financial Statements and Financial Statements Schedules:
See "Item 8" of this Form 10-K for Financial
Statements of the Registrant, Notes thereto, and
Financial Statements Schedules. (A Table of Contents
to Financial Statements and Financial Statements
Schedules is included in "Item 8" and incorporated
herein by reference.)
(a)(3) Exhibits
2. NPI, Inc. Stock Purchase Agreement, dated as of
August 17, 1995, incorporated by reference to the
Registrant's Current Report on Form 8-K dated August
17, 1995.
3.4 Agreement of Limited Partnership, incorporated by
reference to Exhibit A to the Prospectus of the
Registrant dated September 11, 1978 and
thereafter supplemented, included in the
Registrant's Registration Statement on Form S-11
(Reg. No. 2-61526).
16 Letter dated April 27, 1994 from the Registrant's
Former Independent Auditors incorporated by reference
to the Registrant's Current Report on Form 8-K dated
April 22, 1994.
(b) Reports on Form 8-K:
None
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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 this 28th day of March,
1996.
CENTURY PROPERTIES FUND XIII
By: FOX CAPITAL MANAGEMENT CORPORATION
A General Partner
By: /s/ William H. Jarrard, Jr
-----------------------------------
William H. Jarrard, Jr.
President and Director
Pursuant to the requirements of the Securities Exchange Act of 1934,
this Report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the date indicated.
Signature/Name Title Date
- --------------------------- ------------------- -----------------
/s/ William H. Jarrard, Jr. President and March 28, 1996
- ---------------------------
William H. Jarrard, Jr. Director
/s/ Ronald Uretta Principal Financial March 28, 1996
- -----------------
Ronald Uretta Officer and Principal
Accounting Officer
/s/ John K. Lines Director March 28, 1996
- -----------------
John K. Lines
Exhibit Index
Exhibit Page
- ------- ----
2. NPI, Inc. Stock Purchase Agreement (1)
3.4 Agreement of Limited Partnership (2)
16 Letter dated April 27, 1994 from the Registrant's Former (3)
Independent Auditor's
- -------------------------------------------------
(1) Incorporated by reference to Exhibit 2 to the Registrant's Current
Report on Form 8-K dated August 17, 1995.
(2) Incorporated by reference to Exhibit A to the Prospectus of the
Registrant dated September 11, 1978 and thereafter supplemented, included in
the Registrant's Registration Statement on Form S-11 (Reg. No. No. (No.
2-61526).
(3) Incorporated by reference to Exhibit 10 to the Registrant's Current Report
on Form 8-K dated April 22, 1994.