FORM 10-QSB--QUARTERLY OR TRANSITIONAL REPORT
UNDER SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
QUARTERLY OR TRANSITIONAL REPORT
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 March 31, 1998
[ ] 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 0-13408
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)
March 31, 1998
Assets
Cash and cash equivalents $ 8,191
Receivables and deposits 646
Other assets 1,022
Investment properties:
Land $ 6,495
Buildings and related personal property 43,171
49,666
Less accumulated depreciation (18,421) 31,245
$ 41,104
Liabilities and Partners' Deficit
Liabilities
Accounts payable $ 19
Tenant security deposit liabilities 194
Accrued property taxes 137
Accrued interest-promissory notes 628
Other liabilities 74
Non-recourse promissory notes:
Principal 31,386
Deferred interest payable 16,681
Partners' Deficit
General partner's $ (1,472)
Limited partners' (61,814 units issued and
outstanding) (6,543) (8,015)
$ 41,104
See Accompanying Notes to Financial Statements
b)
CENTURY PROPERTIES FUND XX
STATEMENTS OF OPERATIONS
(Unaudited)
(in thousands, except unit data)
Three Months Ended
March 31,
1998 1997
Revenues:
Rental income $ 1,895 $ 1,676
Other income 135 120
Income from deficiency certificate settlement 256 --
Total revenues 2,286 1,796
Expenses:
Operating 694 657
General and administrative 188 170
Depreciation 409 379
Amortization of sales commissions and
organizational costs 81 81
Interest to promissory note holders 628 628
Property taxes 148 150
Total expenses 2,148 2,065
Net income (loss) $ 138 $ (269)
Net income (loss) allocated to general partner (2%) $ 3 $ (5)
Net income (loss) allocated to limited partners (98%) 135 (264)
$ 138 $ (269)
Net income (loss) per limited partnership unit $ 2.18 $ (4.26)
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 Partners Total
Original capital contributions 61,814 $ -- $ 30,907 $ 30,907
Partners' deficit at
December 31, 1997 61,814 $(1,475) $ (6,678) $ (8,153)
Net income for the three months
ended March 31, 1998 -- 3 135 138
Partners' deficit at
March 31, 1998 61,814 $(1,472) $ (6,543) $ (8,015)
See Accompanying Notes to Financial Statements
d)
CENTURY PROPERTIES FUND XX
STATEMENTS OF CASH FLOWS
(Unaudited)
(in thousands)
Three Months Ended
March 31,
1998 1997
Cash flows from operating activities:
Net income (loss) $ 138 $ (269)
Adjustments to reconcile net income (loss) to net
cash provided by operating activities:
Depreciation 409 379
Amortization of deferred charges 141 117
Deferred interest on non-recourse promissory
notes 314 314
Change in accounts:
Receivables and deposits (386) 126
Other assets (127) (54)
Accounts payable (29) (113)
Tenant security deposit liabilities 12 (1)
Accrued property taxes 124 (10)
Accrued interest-promissory notes 314 314
Other liabilities 10 (6)
Net cash provided by operating activities 920 797
Cash flows used in investing activities:
Property improvements and replacements (43) (65)
Cash flows from financing activities -- --
Net increase in cash and cash equivalents 877 732
Cash and cash equivalents at beginning of period 7,314 6,274
Cash and cash equivalents at end of period $ 8,191 $ 7,006
See Accompanying Notes to Financial Statements
e)
CENTURY PROPERTIES FUND XX
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
NOTE A - GOING CONCERN
The accompanying financial statements have been prepared assuming Century
Properties Fund XX (the "Partnership") will continue as a going concern, which
contemplates the realization of assets and satisfaction of liabilities in the
normal course of business. The Non-Recourse Promissory Notes (the "Notes"),
totaling approximately $48,903,000 in principal and deferred interest, mature on
November 30, 1998. Fox Capital Management Corporation ("FCMC" or the "Managing
General Partner") is currently evaluating the feasibility of selling some of the
Partnership's properties in order to pay off the outstanding Notes and/or
seeking to either extend the maturity date of the Notes or find replacement
financing. However, there can be no assurance that these courses of action will
be successful and that the Partnership will have sufficient funds to meet its
1998 obligations. These conditions raise substantial doubt about the
Partnership's ability to continue as a going concern.
The financial statements do not include any adjustments relating to the
recoverability and classification of recorded asset amounts or the amounts and
classification of liabilities that might be necessary should the Partnership be
unable to continue as a going concern.
NOTE B - BASIS OF PRESENTATION
The accompanying unaudited financial statements of 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 the Managing General Partner, all
adjustments (consisting of normal recurring accruals) considered necessary for a
fair presentation have been included. Operating results for the three month
period ended March 31, 1998, are not necessarily indicative of the results that
may be expected for the fiscal year ending December 31, 1998. For further
information, refer to the financial statements and footnotes thereto included in
the Partnership's annual report on Form 10-KSB for the year ended December 31,
1997.
Certain reclassifications have been made to the 1997 information to conform to
the 1998 presentation.
NOTE C - TRANSACTIONS WITH AFFILIATED PARTIES
The general partner of the Partnership is Fox Partners III, a California general
partnership, whose general partners are FCMC, a California corporation, Fox
Realty Investors ("FRI"), a California general partnership, and Fox Partners 84,
a California general partnership. NPI Equity Investments II, Inc. ("NPI
Equity"), a Florida corporation, is the managing general partner of FRI.
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 Managing General Partner and NPI Equity are wholly-
owned by Insignia Properties Trust ("IPT"), an affiliate of Insignia Financial
Group, Inc. ("Insignia"). The Partnership Agreement provides for certain
payments to affiliates for services and as reimbursement of certain expenses
incurred by affiliates on behalf of the Partnership.
The following transactions with affiliates of Insignia were incurred during the
three months ended March 31, 1998 and 1997 (in thousands):
1998 1997
Property management fees (included in operating
expenses) $ 38 $ 36
Reimbursement for services of affiliates (included
in general and administrative and operating
expenses) 54 32
For the period from January 1, 1997 to August 31, 1997, the Partnership insured
its properties under a master policy through an agency affiliated with the
Managing General Partner with an 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 master policy. The
agent assumed the financial obligations to the affiliate of the Managing General
Partner which received payments on these obligations from the agent. The amount
of the Partnership's insurance premiums that accrued to the benefit of the
affiliate of the Managing General Partner by virtue of the agent's obligations
was not significant.
On March 17, 1998, Insignia entered into an agreement to merge its national
residential property management operations, and its controlling interest in IPT,
with Apartment Investment and Management Company ("AIMCO"), a publicly traded
real estate investment trust. The closing, which is anticipated to happen in
the third quarter of 1998, is subject to customary conditions, including
government approvals and the approval of Insignia's shareholders. If the
closing occurs, AIMCO will then control the Managing General Partner of the
Partnership.
NOTE D - 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. The senior obligators have accepted an offer to settle
the outstanding amounts due from Lincoln at a discounted rate. The Managing
General Partner is obligated to accept the settlement which equates to
approximately $256,000. Prior to this settlement, the Partnership had not
recorded the certificate in the financial statements due to the uncertainty of
receiving any funds. With acceptance of this settlement, the Partnership has
recorded a receivable as of March 31, 1998, as well as income from the
settlement in the financial statements. The Partnership received the funds
subsequent to March 31, 1998. The current settlement relates to the cash
available to distribute in the collateral pool. If any assets are sold from
this collateral pool, there is a possibility that the Partnership could receive
further funds; however, there is no guarantee that this will occur.
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 three months ended March 31,
1998 and 1997:
Average
Occupancy
Property 1998 1997
Commonwealth Centre (1) 97% 78%
Dallas, TX
Crabtree Office Center 99% 96%
Raleigh, North Carolina
Linpro Park I (2) 89% 98%
Reston, Virginia
Metcalf 103 Office Park 97% 97%
Overland Park, Kansas
Highland Park Commerce Center 99% 96%
Charlotte, North Carolina
Harbor Club Downs 96% 95%
Palm Harbor, Florida
The Corners Apartments (3) 86% 90%
Spartanburg, South Carolina
(1)The increase in occupancy at Commonwealth Center is due to four new tenants
occupying a total of 23,019 square feet, which represents approximately 21%
of the total space.
(2)The decrease in occupancy is due to a decrease in demand for Class A space
in the Reston Virginia market.
(3)The decrease in occupancy at The Corners Apartments is primarily due to the
increased competition from the addition of new complexes in the Spartanburg,
South Carolina market.
The Partnership's net income for the three months ended March 31, 1998, was
approximately $138,000, versus a net loss of approximately $269,000 for the
corresponding period in 1997. The increase in net income of approximately
$407,000 is primarily due to an increase in total revenues partially offset by a
smaller increase in total expenses.
Rental revenue increased for the three month period ended March 31, 1998, as
compared to the same period in 1997 due to increases in occupancy at most of the
Partnership's investment properties. The office buildings and business parks
had increases in market rent and expense recovery revenue. The increase in
rental revenue at Harbor Club Downs was due to an increase in average rental
rates along with a decrease in rental concessions. Contributing to the increase
in net income for the period ended March 31, 1998, was an increase in other
income which resulted primarily from an increase in interest income at the
Partnership due to larger cash balances held in interest bearing accounts.
Increases in lease cancellation and late fees at Harbor Club Downs Apartments
contributed to the increase in other income. The Partnership recognized
approximately $256,000 from the settlement on the deficiency certificate due
from Lincoln Property Company. The settlement relates to legal proceedings at
Commonwealth Centre (see "Item 1. Financial Statements, Note D" for further
discussion). Partially offsetting the increase in net income were increases in
operating expenses. Operating expenses increased primarily as a result of
increases in maintenance expenses and lease commission amortization.
Maintenance expenses increased primarily as a result of an increase in
landscaping and contract yard and grounds at Harbor Club Downs Apartments. Lease
commission amortization increased due to increases in lease commissions,
especially at Linpro Park. General and administrative expenses increased
primarily as a result of an increase in reimbursements to the Managing General
Partner. Depreciation expenses increased for the period ended March 31, 1998, as
compared to the same period in 1997, as a result of additional depreciable
assets placed in service at Metcalf 103 Office Park.
Included in operating expenses for the period ended March 31, 1998, is
approximately $21,000 of major repairs and maintenance, consisting primarily of
landscaping and parking lot repairs. The amount of major repairs and
maintenance expense included in operating expenses for the period ended March
31, 1997, is not significant.
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 March 31, 1998, the Partnership had cash and cash equivalents of
approximately $8,191,000, as compared to approximately $7,006,000 at March 31,
1997. Cash and cash equivalents increased approximately $877,000 during the
three month period ended March 31, 1998, compared to an increase of
approximately $732,000 during the corresponding period in 1997. Net cash
provided by operating activities increased primarily as a result of an increase
in net income, as discussed above, and an increase in accrued property taxes,
due to the change in the timing of payments. These changes were partially
offset by an increase in receivables and deposits. This increase is primarily
due to an increase in receivables related to the deficiency certificate (noted
above) and deposits to tax and insurance escrows. Net cash used in investing
activities decreased due to decreased expenditures for property improvements and
replacements.
The mortgage indebtedness of the Partnership consists of Non-Recourse Promissory
Notes totaling approximately $48,067,000 in principal and deferred interest
which matures on November 30, 1998. The Managing General Partner is currently
evaluating the feasibility of selling some or all of the Partnership's
properties in order to pay off the outstanding Promissory Notes and/or seeking
to either extend the maturity date of the Promissory Notes or find replacement
financing. However, there can be no assurance that these courses of action will
be successful and that the Partnership will have sufficient funds to meet its
1998 obligations. Future cash distributions will depend on the levels of net
cash generated from operations, property sales, refinancings and the
availability of cash reserves. No cash distributions to the limited partners
were made in the three month periods ended March 31, 1998 or 1997.
Year 2000
The Partnership is dependent upon the Managing General Partner and Insignia for
management and administrative services. Insignia has completed an assessment
and will have to modify or replace portions of its software so that its computer
systems will function properly with respect to dates in the year 2000 and
thereafter (the "Year 2000 Issue"). The project is estimated to be completed
not later than December 31, 1998, which is prior to any anticipated impact on
its operating systems. The Managing General Partner believes that with
modifications to existing software and conversions to new software, the Year
2000 Issue will not pose significant operational problems for its computer
systems. However, if such modifications and conversions are not made, or are not
completed timely, the Year 2000 Issue could have a material impact on the
operations of the Partnership.
Other
Certain items discussed in this quarterly report may constitute forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of
1995 (the "Reform Act") and as such may involve known and unknown risks,
uncertainties and other factors which may cause the actual results, performance
or achievements of the Partnership to be materially different from any future
results, performance or achievements expressed or implied by such forward-
looking statements. Such forward-looking statements speak only as of the date
of this quarterly report. The Partnership expressly disclaims any obligation or
undertaking to release publicly any updates or revisions to any forward-looking
statements contained herein to reflect any change in the Partnership's
expectations with regard thereto or any change in events, conditions or
circumstances on which any such statement is based.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
In March 1998, several putative unit holders of limited partnership units of the
Partnership commenced an action entitled ROSALIE NUANES, ET AL. V. INSIGNIA
FINANCIAL GROUP, INC., ET AL. in Superior Court of the State of California for
the County of San Mateo. The Plaintiffs named as defendants, among others, the
Partnership, the Managing General Partner and several of their affiliated
partnerships and corporate entities. The complaint purports to assert claims on
behalf of a class of limited partners and derivatively on behalf of a number of
limited partnerships (including the Partnership) which are named as nominal
defendants, challenging the acquisition by Insignia and its affiliates of
interests in certain general partner entities, past tender offers by Insignia
affiliates to acquire limited partnership units, the management of partnerships
by Insignia affiliates as well as a recently announced agreement between
Insignia and Apartment Investment and Management Company. The complaint seeks
monetary damages and equitable relief, including judicial dissolution of the
Partnership. The Managing General Partner was only recently served with the
complaint which it believes to be without merit, and intends to vigorously
defend the action.
The Managing General Partner is unaware of any other pending or outstanding
litigation that is not of a routine nature. The Managing General Partner
believes that all such other matters will be resolved without a material adverse
effect upon the Partnership's financial condition, results of operations, or
liquidity.
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 March 31, 1998.
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant 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
Vice President and Treasurer
Date: May 14, 1998