SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 1995
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
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Commission file number 0-13408
Century Properties Fund XX
(Exact name of Registrant as specified in its charter)
California 94-2930770
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
5665 Northside Drive N.W., Ste. 370, Atlanta, Georgia 30328
(Address of principal executive office) (Zip Code)
Registrant's telephone number, including area code (404) 916-9090
N/A
Former name, former address and fiscal year, if changed since last report.
Indicate by check mark whether Registrant (1) has filed all reports required to
be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X No
-----
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS:
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 12, 13, or 15(d) of the Securities Exchange
Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court. Yes No
----- -----
APPLICABLE ONLY TO CORPORATE ISSUERS: Indicate the number of shares
outstanding of each of the issuer's classes of common stock, as of the latest
practicable date .
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1 of 10
CENTURY PROPERTIES FUND XX - FORM 10-Q - MARCH 31, 1995
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements.
Balance Sheets
March 31, December 31,
1995 1994
(Unaudited) (Audited)
Assets
Cash and cash equivalents $ 4,804,000 $ 4,226,000
Other assets 411,000 340,000
Real Estate:
Real estate 53,988,000 53,835,000
Accumulated depreciation (13,292,000) (12,835,000)
Allowance for impairment of value (6,296,000) (6,296,000)
------------- -------------
Real estate, net 34,400,000 34,704,000
Deferred sales commissions, net 707,000 755,000
Deferred organization expenses, net 486,000 519,000
Deferred costs, net 395,000 427,000
------------- -------------
Total assets $ 41,203,000 $ 40,971,000
============= =============
Liabilities and Partners' (Deficit)
Accrued expenses and other liabilities $ 1,124,000 $ 868,000
Non-Recourse Promissory Notes:
Principal 31,386,000 31,386,000
Deferred interest payable 12,915,000 12,601,000
------------- -------------
Total liabilities 45,425,000 44,855,000
------------- -------------
Commitments and Contingencies
Partners' (Deficit):
General partner (1,320,000) (1,313,000)
Limited partners (61,814 units outstanding at
March 31, 1995 and December 31, 1994) (2,902,000) (2,571,000)
------------- -------------
Total partners' (deficit) (4,222,000) (3,884,000)
------------- -------------
Total liabilities and partners' (deficit) $ 41,203,000 $ 40,971,000
============= =============
See notes to financial statements.
2 of 10
CENTURY PROPERTIES FUND XX - FORM 10-Q - MARCH 31, 1995
Statements of Operations (Unaudited)
For the Three Months Ended
March 31, 1995 March 31, 1994
Revenues:
Rental $ 1,736,000 $ 1,517,000
Interest and other income 54,000 33,000
------------- -------------
Total revenues 1,790,000 1,550,000
------------- -------------
Expenses:
Interest to Promissory Note Holders 628,000 628,000
Interest - 23,000
Operating 798,000 806,000
Depreciation 457,000 457,000
Amortization 81,000 81,000
General and administrative 164,000 167,000
------------- -------------
Total expenses 2,128,000 2,162,000
------------- -------------
Net loss $ (338,000) $ (612,000)
============= =============
Net loss per individual investor unit $ (5) $ (10)
============= =============
See notes to financial statements.
3 of 10
CENTURY PROPERTIES FUND XX - FORM 10-Q - MARCH 31, 1995
Statements of Cash Flows (Unaudited)
For the Three Months Ended
March 31, 1995 March 31, 1994
Operating Activities:
Net loss $ (338,000) $ (612,000)
Adjustments to reconcile net loss
to net cash provided by operating
activities:
Depreciation and amortization 586,000 574,000
Provision for doubtful receivables 2,000 -
Deferred costs paid (16,000) (42,000)
Deferred interest on non-recourse
promissory notes 314,000 313,000
Changes in operating assets and liabilities:
Other assets (73,000) 62,000
Accrued expenses and other liabilities 256,000 198,000
------------- -------------
Net cash provided by operating activities 731,000 493,000
------------- -------------
Investing Activities:
Proceeds from cash investments - 2,470,000
Additions to real estate (153,000) (42,000)
------------- -------------
Net cash (used in) provided by
investing activities (153,000) 2,428,000
------------- -------------
Financing Activities:
Notes payable principal payments - (26,000)
------------- -------------
Cash (used in) financing activities - (26,000)
------------- -------------
Increase in Cash and Cash Equivalents 578,000 2,895,000
Cash and Cash Equivalents at Beginning
of Period 4,226,000 1,379,000
------------- -------------
Cash and Cash Equivalents at End of Period $ 4,804,000 $ 4,274,000
============= =============
Supplemental Disclosure of Cash
Flow Information:
Interest paid in cash during the
period - notes payable $ - $ 21,000
============= =============
Interest paid in cash during the period
- non-recourse promissory notes $ 314,000 $ 314,000
============= =============
See notes to financial statements.
4 of 10
CENTURY PROPERTIES FUND XX - FORM 10-Q - MARCH 31, 1995
NOTES TO FINANCIAL STATEMENTS
1. General
The accompanying financial statements, footnotes and discussions should be
read in conjunction with the financial statements, related footnotes and
discussions contained in the Partnership's Annual Report for the year ended
December 31, 1994. Certain accounts have been reclassified in order to
conform to the current period.
The financial information contained herein is unaudited. In the opinion of
management, however, all adjustments necessary for a fair presentation of
such financial information have been included. All adjustments are of a
normal recurring nature.
At March 31, 1995, the Partnership has approximately $3,481,000 invested in
overnight repurchase agreements earning approximately 6% per annum.
The results of operations for the three months ended March 31, 1995 and 1994
are not necessarily indicative of the results to be expected for the full
year.
2. Transactions with Related Parties
(a) An affiliate of NPI, Inc. received reimbursements of administrative
expenses amounting to $39,000 and $18,000 during the three months ended
March 31, 1995 and 1994, respectively. These reimbursements are
included in general and administrative expenses.
(b) An affiliate of NPI, Inc. is entitled to receive a management fee equal
to 5% of gross receipts from certain properties it manages. For the
three months ended March 31, 1995 and 1994, affiliates of NPI, Inc.
received $33,000 and $11,000, respectively. These fees are included in
operating expenses.
3. 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 obligors 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.
5 of 10
CENTURY PROPERTIES FUND XX - FORM 10-Q - MARCH 31, 1995
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations.
This item should be read in conjunction with the Financial Statements and
other items contained elsewhere in this Report.
Liquidity and Capital Resources
Registrant's real estate properties consist of three office buildings located
in North Carolina, Virginia, and Kansas, two business parks located in Texas
and North Carolina and two apartment complexes located in Florida and South
Carolina. The properties are leased to tenants subject to leases with
original lease terms ranging from six months to one year for the residential
properties and with remaining lease terms of up to six years for the
commercial properties. Registrant receives rental income from its properties
and is responsible for operating expenses, administrative expenses, capital
improvements and debt service payments. All seven of Registrant's properties
generated positive cash flow from operations during the three months ended
March 31, 1995.
Registrant uses working capital reserves from any undistributed cash flow from
operations and proceeds from cash investments as its primary source of
liquidity. Excess cash from operations was not distributed for the three
months ended March 31, 1995. Cash generated from operations will continue to
be used to make the required payments to the Promissory Note Holders and for
working capital reserves. It is not currently anticipated that Registrant
will make any distributions from operations in the near future.
Liquidity based on cash and cash equivalents improved by $578,000 at March 31,
1995, as compared to December 31, 1994. Registrant's $731,000 of cash
provided by operating activities was only partially offset by $153,000 of cash
used for improvements to real estate (investing activities). Registrant has
no plans for major capital improvements during the next twelve months. All
other increases (decreases) in certain assets and liabilities are the result
of the timing of the receipt and payment of various operating activities.
Working capital reserves are being invested in a money market account, United
States Treasury bills or 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 working capital reserves, will be sufficient to fund capital improvements
and required interest payments to the Promissory Note Holders until November
30, 1998, the maturity date of the notes. At that time Registrant will have
to extend the due dates of these notes, find replacement financing, or sell
properties.
With respect to Limited Partners, it appears that the investment objective of
capital growth will not be attained and that a significant portion of invested
capital will not be returned to investors and any portions that are returned
will come from cash flow. The extent to which invested capital is returned
to investors is dependent upon the success of the performance of Registrant's
properties and the markets in which such properties are located. It is
anticipated that many of the properties will continue to be held longer than
originally expected. The ability to hold and operate theses properties is
dependent on Registrant's ability to obtain additional financing, refinancing,
or debt restructuring as required.
6 of 10
CENTURY PROPERTIES FUND XX - FORM 10-Q - MARCH 31, 1995
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations.
Real Estate Market
The national real estate market has suffered from the effects of the real
estate recession including, but not limited to, a downward trend in market
values of existing properties. In addition, the bailout of the savings and
loan associations and sales of foreclosed properties by auction reduced market
values and caused a further restriction on the ability to obtain credit. As a
result, Registrant's ability to refinance or sell its existing properties may
be restricted. These factors caused a decline in market property values and
serve to reduce market rental rates and/or sales prices. Compounding these
difficulties for residential properties have been relatively low interest
rates, which encourage existing and potential residential tenants to purchase
homes. In addition, there has been a significant decline nationally in new
household formation. Management believes, however, that the emergence of new
institutional purchasers, including real estate investment trusts and
insurance companies should create a more favorable market value for
Registrant's properties in the future.
Results of Operations
Three Months Ended March 31, 1995 vs. March 31, 1994
Operating results improved by $274,000 for the three months ended March 31,
1995, as compared to March 31, 1994, as revenues increased by $240,000 and
expenses decreased by $34,000.
Revenues increased by $240,000 due to an increase in rental income of $219,000
and interest income of $21,000. Rental revenues increased due to an increase
in occupancy and rental rates during the period at Registrant's Crabtree
Office Center, Highland Park Commerce Center and Metcalf 103 Office Park
properties, which was partially offset by decreased occupancy at Registrant's
Commonwealth Centre. Interest and other income increased primarily due to
higher interest rates.
Expenses decreased by $34,000 due to decreases in interest expense of $23,000,
operating expenses of $8,000 and general and administrative expenses of
$3,000. Interest expense declined due to the satisfaction of the note payable
encumbering the Corners Apartments property in June 1994. All other expenses
remained relatively constant.
7 of 10
CENTURY PROPERTIES FUND XX - FORM 10-Q - MARCH 31, 1995
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations.
Properties
A description of the properties in which Registrant has an ownership interest
during the period covered by this Report, along with the occupancy data,
follows:
CENTURY PROPERTIES FUND XX
OCCUPANCY SUMMARY
For the Quarters Ended March 31, 1995 and 1994
Average
Date of Occupancy Rate (%)
Name and Location Purchase Type Size 1995 1994
- ----------------- -------- ---- ---- ---- ----
Commonwealth Centre 10/84 Business 109,000 87 93
Dallas, Texas Park sq. ft.
Crabtree Office Center 12/84 Office 65,000 99 87
Raleigh, North Carolina Building sq. ft.
Linpro Park I 03/85 Office 79,000 100 100
Reston, Virginia Building sq. ft.
Metcalf 103 Office Park (2) 04/91 Office 60,000 92 87
Overland Park, Kansas Building sq. ft.
Highland Park Commerce
Center - Phase I and
The Goodyear and
Digital Buildings (1) Business 107,000 78 76
Charlotte, North Carolina Park sq. ft.
Harbor Club Downs (3) 05/92 Apartment 272 97 96
Palm Harbor, Florida Building units
The Corners Apartments (4) 11/92 Apartment 176 95 96
Spartanburg, South Carolina Building units
(1) Phase I and the two buildings were acquired in separate transactions on
November 5, 1985 and February 12, 1986, respectively.
(2) Registrant acquired the property through foreclosure of a mortgage loan
receivable in April 1991.
(3) Registrant acquired the property through foreclosure of a mortgage loan
receivable in May 1992.
(4) Registrant acquired the property through foreclosure of a mortgage loan
receivable in November 1992.
8 of 10
CENTURY PROPERTIES FUND XX - FORM 10-Q - MARCH 31, 1995
PART II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K.
No report on Form 8-K was required to be filed during the period.
9 of 10
CENTURY PROPERTIES FUND XX - FORM 10-Q - MARCH 31, 1995
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
CENTURY PROPERTIES FUND XX
By: FOX PARTNERS III,
Its General Partner
By: FOX CAPITAL MANAGEMENT CORPORATION,
A General Partner
/S/ARTHUR N. QUELER
------------------------------------
ARTHUR N. QUELER
Secretary/Treasurer and Director
(Principal Financial Officer)
10 of 10
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
The schedule contains summary financial information extracted from Century
Properties Fund XX and is qualified in its entirety by reference to such
financial statements.
</LEGEND>
<MULTIPLIER> 1
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-START> JAN-01-1995
<PERIOD-END> MAR-31-1995
<CASH> 4,804,000
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 53,988,000
<DEPRECIATION> (19,588,000) <F1>
<TOTAL-ASSETS> 41,203,000
<CURRENT-LIABILITIES> 0
<BONDS> 44,301,000 <F2>
<COMMON> 0
0
0
<OTHER-SE> (4,222,000)
<TOTAL-LIABILITY-AND-EQUITY> 41,203,000
<SALES> 0
<TOTAL-REVENUES> 1,736,000
<CGS> 0
<TOTAL-COSTS> 1,255,000
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 628,000
<INCOME-PRETAX> (338,000)
<INCOME-TAX> 0
<INCOME-CONTINUING> (338,000)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (338,000)
<EPS-PRIMARY> (5)
<EPS-DILUTED> (5)
<FN>
<F1> Depreciation includes a $6,296,000 allowance for impairment of value.
<F2> Bonds include $12,915,000 of deferred interest payable.
</FN>
</TABLE>
