FORM 10-QSB--QUARTERLY REPORT UNDER SECTION 13 OR 15 (D)
OF THE SECURITIES EXCHANGE ACT OF 1934
Quarterly or Transitional Report
(As last amended by 34-32231, eff. 6/3/93.)
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1996
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period.........to.........
Commission file number 0-13408
CENTURY PROPERTIES FUND XX
(Exact name of small business issuer as specified in its charter)
California 94-2930770
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
One Insignia Financial Plaza
Greenville, South Carolina 29602
(Address of principal executive offices)
(864) 239-1000
(Issuer's telephone number)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15 (d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports ), and (2) has been
subject to such filing requirements for the past 90 days. Yes X. No .
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
a) CENTURY PROPERTIES FUND XX
BALANCE SHEET
(Unaudited)
(in thousands, except unit data)
September 30, 1996
Assets
Cash and cash equivalents $ 6,284
Deferred charges 1,052
Other assets 689
Investment properties:
Land $ 6,495
Buildings and related personal property 42,158
48,653
Less accumulated depreciation (15,941) 32,712
$ 40,737
Liabilities and Partners' Deficit
Liabilities
Accounts payable and accrued expenses $ 1,335
Non-Recourse Promissory Notes:
Principal 31,386
Deferred interest payable 14,798
Partners' Deficit:
Limited partners' (61,814 units outstanding) $ (5,373)
General partner's (1,409) (6,782)
$ 40,737
<FN>
See Accompanying Notes to Financial Statements
b) CENTURY PROPERTIES FUND XX
STATEMENTS OF OPERATIONS
(Unaudited)
(in thousands, except unit data)
Three Months Ended Nine Months Ended
September 30, September 30,
1996 1995 1996 1995
Revenues:
Rental income $ 1,828 $ 1,712 $ 5,373 $ 5,287
Interest income 68 64 195 182
Total revenues 1,896 1,776 5,568 5,469
Expenses:
Interest to promissory note
holders 628 628 1,881 1,883
Operating 993 867 2,681 2,582
Depreciation 454 457 1,354 1,372
Amortization 81 81 244 244
General and administrative 241 157 678 543
Total expenses 2,397 2,190 6,838 6,624
Net loss $ (501) $ (414) $ (1,270) $ (1,155)
Net loss allocated to
general partner (2%) $ (10) $ (8) $ (25) $ (23)
Net loss allocated to
limited partners (98%) (491) (406) (1,245) (1,132)
$ (501) $ (414) $ (1,270) $ (1,155)
Net loss per limited
partnership unit $ (7.94) $ (6.57) $ (20.13) $ (18.31)
<FN>
See Accompanying Notes to Financial Statements
c) CENTURY PROPERTIES FUND XX
STATEMENT OF CHANGES IN PARTNERS' DEFICIT
(Unaudited)
(in thousands, except unit data)
Limited
Partnership General Limited
Units Partner's Partners' Total
Original capital contributions 61,814 $ -- $ 30,907 $ 30,907
Partners' deficit at
December 31, 1995 61,814 $ (1,371) $ (4,128) $ (5,499)
Distribution to general partner -- (13) -- (13)
Net loss for the nine months
ended September 30, 1996 -- (25) (1,245) (1,270)
Partners' deficit at
September 30, 1996 61,814 $ (1,409) $ (5,373) $ (6,782)
<FN>
See Accompanying Notes to Financial Statements
d) CENTURY PROPERTIES FUND XX
STATEMENTS OF CASH FLOWS
(Unaudited)
(in thousands)
Nine Months Ended
September 30, 1996
1996 1995
Cash flows from operating activities:
Net loss $ (1,270) $ (1,155)
Adjustments to reconcile net loss to net
cash provided by operating activities:
Depreciation and amortization 1,739 1,760
Deferred interest on non-recourse promissory
notes 942 942
Change in accounts:
Deferred charges (39) (111)
Other assets (224) (292)
Accounts payable and accrued expenses 363 793
Net cash provided by operating activities 1,511 1,937
Cash flows from investing activities:
Property improvements and replacements (460) (500)
Net cash used in investing activities (460) (500)
Cash flows from financing activities:
Cash distributions to general partner (13) (13)
Net cash used in financing activities (13) (13)
Net increase in cash and cash equivalents 1,038 1,424
Cash and cash equivalents at beginning of period 5,246 4,226
Cash and cash equivalents at end of period $ 6,284 $ 5,650
Supplemental information:
Cash paid for interest $ 628 $ 627
<FN>
See Accompanying Notes to Financial Statements
e) CENTURY PROPERTIES FUND XX
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
NOTE A - BASIS OF PRESENTATION
The accompanying unaudited financial statements of Century Properties Fund XX
(the "Partnership") have been prepared in accordance with generally accepted
accounting principles for interim financial information and with the
instructions to Form 10-QSB and Item 310(b) of Regulation S-B. Accordingly,
they do not include all of the information and footnotes required by generally
accepted accounting principles for complete financial statements. In the
opinion of Fox Capital Management Corporation ("FCMC" or the "Managing General
Partner"), a California corporation, all adjustments (consisting of normal
recurring accruals) considered necessary for a fair presentation have been
included. Operating results for the three and nine month periods ended September
30, 1996, are not necessarily indicative of the results that may be expected for
the fiscal year ending December 31, 1996. For further information, refer to the
financial statements and footnotes thereto included in the Partnership's annual
report on Form 10-K for the year ended December 31, 1995.
Certain reclassifications have been made to the 1995 information to conform to
the 1996 presentation.
NOTE B - TRANSACTIONS WITH AFFILIATED PARTIES
The Partnership has no employees and is dependent on the Managing General
Partner and its affiliates for the management and administration of all
partnership activities. The Partnership Agreement provides for payments to
affiliates for services and as reimbursement of certain expenses incurred by
affiliates on behalf of the Partnership.
The general partner of the Partnership is Fox Partners III, a California general
partnership whose general partners are FCMC, Fox Realty Investors ("FRI"), a
California general partnership, and Fox Partners 84, a California general
partnership.
Pursuant to a series of transactions which closed during the first half of 1996,
affiliates of Insignia Financial Group, Inc. ("Insignia") acquired (i) control
of NPI Equity Investments II, Inc. ("NPI Equity"), the managing general partner
of FRI, and (ii) all of the issued and outstanding shares of stock of FCMC. NPI
Equity is a wholly-owned subsidiary of National Property Investors, Inc.
("NPI"). In connection with these transactions, affiliates of Insignia
appointed new officers and directors of NPI Equity and FCMC.
NOTE B - TRANSACTIONS WITH AFFILIATED PARTIES (continued)
The following transactions with affiliates of Insignia, NPI, and affiliates of
NPI were charged to expense in 1996 and 1995:
For the Nine Months Ended
September 30,
1996 1995
Property management fees (included in operating
expenses) $ 108,000 $ 102,000
Reimbursement for services of affiliates (included
in general and administrative and operating
expenses) 209,000 117,000
Partnership management fees (included in general
and administrative expenses) 36,000 36,000
For the period from January 19, 1996, to September 30, 1996, the Partnership
insured its properties under a master policy through an agency and insurer
unaffiliated with the Managing General Partner. An affiliate of the Managing
General Partner acquired, in the acquisition of a business, certain financial
obligations from an insurance agency which was later acquired by the agent who
placed the current year's master policy. The current agent assumed the
financial obligations to the affiliate of the Managing General Partner who
received payments on these obligations from the agent. The amount of the
Partnership's insurance premiums accruing to the benefit of the affiliate of the
Managing General Partner by virtue of the agent's obligations is not
significant.
NOTE C - CONTINGENCY
On January 24, 1990, a settlement agreement was executed by and between the
Partnership and certain defendants in connection with legal proceedings at
Commonwealth Centre. Lincoln Property Company ("Lincoln"), one of the
defendants, provided the Partnership with a deficiency certificate totaling
$1,250,000 pursuant to Lincoln's company-wide debt restructuring plan.
Effective December 31, 1994, the obligators under this collateral pool agreement
exercised their right to extend the maturity date of the deficiency certificates
to December 31, 1997. It is anticipated that any payments made to the
Partnership on account of its $1,250,000 face amount deficiency certificate will
not be made, if at all, until such time. The amount the Partnership will
ultimately receive under the certificate, which is subject to contingencies, is
uncertain. Accordingly, the certificate will be recorded in the financial
statements when payment is received.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS
The Partnership's investment properties consist of two apartment complexes,
three office buildings, and two business parks. The following table sets forth
the average occupancy of the properties for the nine months ended September 30,
1996 and 1995:
Average
Occupancy
Property 1996 1995
Commonwealth Centre 78% 84%
Dallas, TX
Crabtree Office Center 97% 99%
Raleigh, North Carolina
Linpro Park I 99% 100%
Reston, Virginia
Metcalf 103 Office Park 98% 93%
Overland Park, Kansas
Highland Park Commerce
Center-Phase I and II 93% 82%
Charlotte, North Carolina
Harbor Club Downs 95% 97%
Palm Harbor, Florida
The Corners Apartments 94% 96%
Spartanburg, South Carolina
The Managing General Partner attributes the decrease in occupancy at
Commonwealth Centre to a significant tenant vacating in the third quarter of
1995. Management is currently negotiating with a prospective tenant to occupy
13% of the total space in the fourth quarter of 1996. Occupancy increased at
Metcalf 103 Office Park due to the addition of a significant tenant in the
fourth quarter of 1995. The increase in occupancy at Highland Park Commerce
Center is a result of four existing tenants leasing additional space and two new
tenants moving to the property since the third quarter of 1995.
The Partnership's net loss for the nine months ended September 30, 1996, was
approximately $1,270,000 versus a net loss of approximately $1,155,000 for the
same period of 1995. The net loss for the three months ended September 30,
1996, was approximately $501,000 compared to a net loss of approximately
$414,000 for the three months ended September 30, 1995. The increase in net loss
is primarily attributable to increases in operating expenses and general and
administrative expenses in 1996. The increase in operating expenses is primarily
due to an increase in maintenance expense at Harbor Club Downs due to the
repainting of the entire property during the third quarter of 1996. General
and administrative expenses increased primarily as a result of increased expense
reimbursements. As noted in "Item 1, Note B - Transactions with Affiliated
Parties," the Partnership reimburses the Managing General Partner and its
affiliates for its costs involved in the management and administration of all
partnership activities. While overall expense reimbursements have increased
during the three and nine month periods ended September 30, 1996, the recurring
expenses subsequent to the transition efforts to the new administration are
expected to more closely approximate historical levels. The increase in expense
reimbursements during the three and nine month periods ended September 30, 1996,
is directly attributable to the combined transition efforts of the Greenville,
South Carolina, and Atlanta, Georgia, administrative offices during the
year-end close, preparation of the 1995 10-K and tax return (including the
limited partner K-1's), filing of the first two quarterly reports and transition
of asset management responsibilities to the new administration. In addition,
increases in professional services and administrative costs contributed to the
increase in general and administrative expenses for 1996.
As part of the ongoing business plan of the Partnership, the Managing General
Partner monitors the rental market environment of each of its investment
properties to assess the feasibility of increasing rents, maintaining or
increasing occupancy levels and protecting the Partnership from increases in
expense. As part of this plan, the Managing General Partner attempts to protect
the Partnership from the burden of inflation-related increases in expenses by
increasing rents and maintaining a high overall occupancy level. However, due
to changing market conditions, which can result in the use of rental concessions
and rental reductions to offset softening market conditions, there is no
guarantee that the Managing General Partner will be able to sustain such a plan.
At September 30, 1996, the Partnership had unrestricted cash of $6,284,000, as
compared to $5,650,000 at September 30, 1995. Net cash provided by operating
activities decreased primarily as a result of decreases in accounts payable and
accrued expenses. The decrease in cash used in investing activities is due to a
reduction in property improvements and replacements in 1996.
The sufficiency of existing liquid assets to meet future liquidity and capital
expenditure requirements is directly related to the level of capital
expenditures required at the various properties to adequately maintain the
physical assets and other operating needs of the Partnership. Such assets are
currently thought to be sufficient for any near-term needs of the Partnership.
The mortgage indebtedness consists of Non-Recourse Promissory Notes totaling
$46,184,000 in principal and accrued interest. These notes mature on November
30, 1998, at which time the Partnership will have to extend the due dates of
these notes, find replacement financing, or sell properties. Future cash
distributions will depend on the levels of net cash generated from operations,
property sales and the availability of cash reserves. No cash distributions to
the limited partners were made in 1995 or during the nine months ended September
30, 1996. Currently, the Managing General Partner is evaluating the feasibility
of a distribution of cash reserves in the fourth quarter of 1996.
PART II - OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
a) Exhibit 27, Financial Data Schedule, is filed as an exhibit to this report.
b) Reports on Form 8-K: None filed during the quarter ended September 30, 1996.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
CENTURY PROPERTIES FUND XX
By: FOX PARTNERS III
Its General Partner
By: FOX CAPITAL MANAGEMENT CORPORATION
Its Managing General Partner
By: /s/William H. Jarrard, Jr.
William H. Jarrard, Jr.
President and Director
By: /s/Ronald Uretta
Ronald Uretta
Principal Financial Officer
and Principal Accounting Officer
Date: November 5, 1996