FORM 10-KSB--ANNUAL OR TRANSITIONAL REPORT UNDER
SECTION 13 OR 15(D)
(As last amended by 34-31905, eff. 4/26/93)
FORM 10-KSB
[X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934 [No Fee Required]
For the fiscal year ended December 31, 1996
or
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
of 1934 [No Fee Required]
For the transition period from.........to.........
Commission file number 0-13408
CENTURY PROPERTIES FUND XX
(Name of small business issuer in its charter)
California 94-2930770
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
One Insignia Financial Plaza, P.O. Box 1089
Greenville, South Carolina 29602
(Address of principal executive offices) (Zip Code)
Issuer's telephone number (864) 239-1000
Securities registered under Section 12(b) of the Exchange Act:
None
Securities registered under Section 12(g) of the Exchange Act:
Units of Limited Partnership Interest
(Title of class)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act of 1934 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 __
Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure will 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-KSB or any
amendment to this Form 10-KSB. [X]
State issuer's revenues for its most recent fiscal year. $7,625,000.
State the aggregate market value of the voting partnership interests by non-
affiliates computed by reference to the price at which the partnership interests
were sold, or the average bid and asked prices of such partnership interests, as
of a specified date within the past 60 days. Market value information for the
Registrant's partnership interests is not available. Should a trading market
develop for these interests, it is the Managing General Partners belief that
such trading would not exceed $25,000,000.
DOCUMENTS INCORPORATED BY REFERENCE
None.
PART I
ITEM 1. DESCRIPTION OF BUSINESS
Century Properties Fund XX (the "Registrant" or the "Partnership") was organized
in December 1983, as a California limited partnership under the Uniform Limited
Partnership Act of the California Corporations Code. Fox Partners III, a
California general partnership, is the general partner of the Partnership. Fox
Capital Management Corporation ("FCMC" or the "Managing General Partner") a
California corporation, Fox Realty Investors ("FRI"), a California general
partnership, and Fox Partners '84, a California general partnership, are the
general partners of Fox Partners III.
The Partnership's Registration Statement, filed pursuant to the Securities Act
of 1933 (No. 2-88615), was declared effective by the Securities and Exchange
Commission (the "Commission") on February 22, 1984. The Partnership marketed
its securities pursuant to its Prospectuses dated February 22, 1984, and
November 8, 1984, which were thereafter supplemented (hereinafter the
"Prospectus"). The Prospectus was filed with the Commission pursuant to Rule
424(b) of the Securities Act of 1933.
Beginning in February 1984 through April 1985, the Partnership offered
$35,000,000 in Individual Investor Units and $65,000,000 in Pension Investors
Notes ("Non-Recourse Promissory Notes" or "Promissory Notes"), and sold
$30,907,000 and $49,348,500, respectively. The net proceeds of this offering
were used to purchase four income-producing real properties including one
property which was acquired in two phases, and to fund seven mortgage loans
totaling $31,568,000. The Partnership's original property portfolio was
geographically diversified with properties acquired and properties on which
mortgage loans have been funded in seven states. The Partnership's acquisition
and mortgage loan funding activities were completed in February 1986 and since
then the principal activity of the Partnership has been managing its portfolio.
Two mortgage loans were prepaid in 1989, one was prepaid in 1991, and another
was satisfied in 1994. In April 1991, the Partnership finalized foreclosure
proceedings on Metcalf 103 Office Park which secured a mortgage loan and during
1992 finalized foreclosure proceedings against the borrowers on two additional
mortgage loans (Harbor Club Downs and The Corners Apartments). The remaining
mortgage loan was prepaid in 1992. See, "Item 2, Description of Properties"
below for a description of the Partnership's properties.
The Managing General Partner of the Partnership intends to maximize the
operating results and, ultimately, the net realizable value of each of the
Partnership's properties in order to achieve the best possible return for the
investors. Such results may best be achieved through property sales,
refinancings, debt restructurings or relinquishment of the assets. The
Partnership intends to evaluate each of its holdings periodically to determine
the most appropriate strategy for each of the assets.
The Partnership has no full time employees. The Managing General Partner is
vested with full authority as to the general management and supervision of the
business and affairs of the Partnership. Limited partners have no right to
participate in the management or conduct of such business and affairs. NPI-AP
Management L.P. ("NPI-AP"), an affiliate of the Managing General Partner,
provides day-to-day management services for the Partnership's residential
investment properties. With respect to the Partnership's commercial properties,
management is performed by an unaffiliated third party management company.
The business in which the Partnership is engaged is highly competitive, and the
Partnership is not a significant factor in its industry. Each of its apartment
properties is located in or near a major urban area and, accordingly, competes
for rentals not only with similar apartment properties in its immediate area but
with hundreds of similar apartment properties throughout the urban area. Such
competition is primarily on the basis of location, rents, services and
amenities. In addition, the Partnership 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.
Change in Control
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") pursuant to which NPI Equity was granted the right to vote 100% of the
outstanding stock of the Managing General Partner. In addition, NPI Equity
became the managing partner of 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 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.
On August 10, 1994, an affiliate of Apollo Real Estate Advisors, L.P. ("Apollo")
obtained general and limited partnership interests in 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. 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. In addition,
the approval of certain major actions on behalf of the Partnership required the
affirmative vote of at least five directors of the Managing General Partner.
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 and (ii) all of the issued and outstanding shares of stock of
FCMC. In connection with these transactions, affiliates of Insignia appointed
new officers and directors of NPI Equity and FCMC.
ITEM 2. DESCRIPTION OF PROPERTIES
The following table sets forth the Partnership's investments in properties:
Date of
Property Purchase Type of Ownership (2) Use
Crabtree Office Center 12/84 Fee Ownership Office Building
Raleigh, North Carolina 59,000 sq. ft.
Linpro Park I 3/85 Fee Ownership Office Building
Reston, Virginia 75,000 sq. ft.
Metcalf 103 Office Park 4/91 Fee Ownership Office Building
Overland Park, Kansas 62,000 sq. ft.
Commonwealth Centre 10/84 Fee Ownership Business Park
Dallas, Texas 109,000 sq. ft.
Highland Park Commerce Center(1) Fee Ownership Business Park
Charlotte, North Carolina 106,000 sq. ft.
Harbor Club Downs 5/92 Fee Ownership Apartment
Palm Harbor, Florida 272 units
The Corners Apartments 11/92 Fee Ownership Apartment
Spartanburg, South Carolina 176 units
(1) Highland Park Commerce Center was acquired in separate transactions on
November 5, 1985 and February 12, 1986, respectively.
(2) The Non-Recourse Promissory Notes are secured by a deed of trust on all
properties owned by the Partnership.
SCHEDULE OF PROPERTIES (IN THOUSANDS):
Gross
Carrying Accumulated Federal
Property Value Depreciation Rate Method Tax Basis
Crabtree $ 8,598 $ 3,035 5-39 yrs S/L $ 3,982
Linpro 7,862 4,211 5-39 yrs S/L 4,878
Metcalf 2,893 498 5-39 yrs S/L 2,614
Commonwealth 6,311 3,522 5-39 yrs S/L 5,690
Highland Park 10,414 3,282 5-39 yrs S/L 5,851
Harbor Club 8,871 1,291 5-30 yrs S/L 7,576
The Corners 3,854 564 5-30 yrs S/L 3,239
Total $ 48,803 $ 16,403 $ 33,830
See "Note A" to financial statements in "Item 7" for a description of the
Partnership's depreciation policy.
The Partnership has non-Recourse Promissory Notes secured by a deed of trust on
all properties owned by the Partnership. The Notes bear interest at eight
percent per annum except that interest of up to four percent may be deferred,
provided the Partnership makes interest payments on the unpaid principal balance
of at least four percent per annum. The deferred interest does not bear
interest. The Notes are due November 30, 1998. In accordance with the
Partnership Agreement and the Trust Indenture, upon the sale, repayment or other
disposition of any Partnership properties or Partnership mortgage loans, 98
percent of the resulting cash proceeds are first allocated to the payment of
Promissory Notes until such Notes are repaid. Note holders are also entitled to
the payment of residual interest after specified payments to the general partner
and Individual Unit holders as set forth in the Trust Indenture.
SCHEDULE OF RENTAL RENTS AND OCCUPANCY:
Average Annual Rental Rates Average Occupancy
Property 1996 1995 1996 1995
Crabtree $ 15.43/sq. ft. $ 14.52/sq. ft. 98% 98%
Linpro 16.50/sq. ft. 15.84/sq. ft. 98% 100%
Metcalf 10.85/sq. ft. 10.85/sq. ft. 98% 95%
Commonwealth 4.77/sq. ft. 5.03/sq. ft. 79% 82%
Highland Park 9.47/sq. ft. 9.25/sq. ft. 94% 83%
Harbor Club 7,277/unit 6,888/unit 95% 97%
The Corners 5,527/unit 5,266/unit 94% 97%
As noted under "Item 1. Description of Business", the real estate industry is
highly competitive. All of the properties of the Partnership are subject to
competition from other properties in the area. The Managing General Partner
believes that all of the properties are adequately insured. The multi-family
residential properties' lease terms are for one year or less. No individual
residential property tenant leases 10% or more of the available rental space.
The following is a schedule of the lease expirations for the years 1997-2006:
Number of Square Annual % 0f Gross
Expirations Feet Rent Annual Rent
CRABTREE
1997 4 10,186 $ 155,659 16.3%
1998 3 15,955 256,911 27.0%
1999 3 9,209 148,362 15.6%
2000 4 15,486 253,452 26.6%
2001 1 5,298 84,768 8.9%
2002-2006 0 -- -- --
LINPRO
1997 2 70,283 $1,196,972 100%
1998-2006 0 -- -- --
METCALF
1997 4 10,832 $ 122,640 18.2%
1998 9 15,174 180,898 26.8%
1999 3 8,468 100,180 14.9%
2000 3 24,535 260,237 38.6%
2001 1 1,262 10,188 1.5%
2002-2006 0 -- -- --
COMMONWEALTH
1997 1 2,863 $ 14,316 3.4%
1998 4 26,347 136,518 32.1%
1999 5 30,165 129,444 30.4%
2000 2 5,236 28,798 6.8%
2001 1 2,766 12,447 2.9%
2002 1 7,121 51,627 12.1%
2003-2006 0 -- -- --
HIGHLAND PARK
1997 8 37,108 $ 331,274 34.9%
1998 3 8,896 98,270 10.4%
1999 3 18,362 158,675 16.7%
2000 9 27,208 270,980 28.6%
2001 1 5,201 30,503 3.2%
2002-2006 0 -- -- --
The following schedule reflects information on tenants occupying 10% or more of
leasable square footage at December 31, 1996:
Nature of Square Footage Annual Rent Per Lease
Business Leased Square Foot Expiration
CRABTREE
Investment Company 7,770 $ 16.91 10/31/2000
Real Estate 7,627 16.00 12/31/1998
Medical Services 6,502 15.97 4/30/1998
LINPRO
Government Agency 65,047 16.64 12/31/1997
METCALF
Business Offices 14,426 10.62 10/31/2000
Medical Services 8,086 10.35 8/31/2000
COMMONWEALTH
Florist 14,580 3.98 4/15/1999
HIGHLAND PARK
Software Designer 17,860 9.17 8/31/1997
Bank 15,010 8.75 3/31/1999
Real estate taxes (in thousands) and rates in 1996 for each property were:
1996 1996
Billing Rate
Crabtree $46 1.17%
Linpro 73 1.29%
Metcalf 61 2.66%
Commonwealth 67 2.59%
Highland Park 69 1.25%
Harbor Club 171 2.08%
The Corners 79 2.62%
ITEM 3. LEGAL PROCEEDINGS
Adrian Charles Pastori, on his own behalf and for all others similarly situated
vs. Century Properties Fund XX et al., California Superior Court for County of
San Francisco, Case No. 960684.
In January 1994, an investor in the Partnership filed a putative class action
lawsuit for monetary damages in Superior Court of the County of San Diego,
California against the Partnership, its general partner, Fox Partners III, the
general partners of Fox Partners III, and others. The lawsuit alleges that the
prospectus for the Partnership contained material misrepresentations and
omissions. In April 1994, the Court granted defendants' motion to have the venue
of the case transferred from San Diego County to San Francisco County.
Plaintiff's amended complaint alleges causes of action premised on negligence,
fraud, and breach of fiduciary duty. The Partnership has filed its answer in
the case. In August 1996, the court denied plaintiff's motion to have a class
of all unit holders certified. The Plaintiff has appealed this ruling and the
trial court has stayed the remainder of the suit. The Partnership intends to
vigorously defend this action. The ultimate outcome of the litigation cannot
presently be determined, however, the Managing General Partner does not believe
that the litigation will have a material adverse effect on the Partnership.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
During the fiscal year ended December 31, 1996, no matter was submitted to a
vote of unit holders through the solicitation of proxies or otherwise.
PART II
ITEM 5. MARKET FOR PARTNERSHIP EQUITY AND RELATED PARTNER MATTERS
The Partnership, a publicly-held limited partnership, sold 61,814 Individual
Investor Units during its offering period through April 1985. As of January 1,
1997, the number of holders of Individual Investor Units was 1,935. There is
no intention to sell additional Individual Investor Units nor is there an
established market for these Units.
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 were made to the limited partners in 1996 or 1995.
Currently, the Managing General Partner is evaluating the feasibility of a
distribution of cash reserves in 1997.
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF ORGANIZATION
This item should be read in conjunction with the financial statements and other
items contained elsewhere in this report.
Results of Operations
The Partnership's net loss for the year ended December 31, 1996, was
approximately $1,510,000 versus a net loss of approximately $1,589,000 for the
year ended December 31, 1995. The decrease in net loss is primarily
attributable to an increase in rental income. The increase in rental income is
due to increases in rental rates at most of the Partnership's properties, see
"Item 2. Description of Properties, Schedule of Rental Rates and Occupancy."
Partially offsetting the increase in rental income was an increase in general
and administrative expenses. General and administrative expenses increased
primarily due to legal expenses incurred by the Partnership in its own defense,
as discussed in "Item 3. Legal Proceedings." In addition, increases in expense
reimbursements contributed to the increase in general and administrative
expenses in 1996. As noted in "Note D - 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 for the year
ended December 31, 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 is directly
attributable to the combined efforts of the Greenville, South Carolina, and
Atlanta, Georgia, administration 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.
Included in operating expense is approximately $229,000 of major repairs and
maintenance comprised primarily of painting, exterior repairs, and major
landscaping for the year ended December 31, 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.
Liquidity and Capital Resources
At December 31, 1996, the Partnership had cash and cash equivalents of
approximately $6,274,000 compared to approximately $5,246,000 at December 31,
1995. Net cash provided by operating activities decreased primarily as a result
of decreases in accounts payable and accrued expenses related to the timing of
payments. 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
$46,498,000 in principal and deferred 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, refinancings and the availability of cash reserves. No cash
distributions to the limited partners were made in 1995 or 1996. Currently, the
Managing General Partner is evaluating the feasibility of a distribution of cash
reserves in 1997.
ITEM 7. FINANCIAL STATEMENTS
CENTURY PROPERTIES FUND XX
LIST OF FINANCIAL STATEMENTS
Report of Independent Auditors'
Balance Sheet - December 31, 1996
Statements of Operations - Years ended December 31, 1996 and 1995
Statements of Changes in Partners' Deficit - Years ended
December 31, 1996 and 1995
Statements of Cash Flows - Years ended December 31, 1996 and 1995
Notes to Financial Statements
Independent Auditors' Report
To the Partners
Century Properties Fund XX
Greenville, South Carolina
We have audited the accompanying balance sheet of Century Properties Fund XX (a
limited partnership) (the "Partnership") as of December 31, 1996, and the
related statements of operations, changes in partners' deficit and cash flows
for each of the two years in the period ended December 31, 1996. 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 audits 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 XX as
of December 31, 1996, and the results of its operations and its cash flows for
each of the two years in the period ended December 31, 1996, in conformity with
generally accepted accounting principles.
/s/IMOWITZ KOENIG & CO., LLP
Certified Public Accountants
New York, NY
February 5, 1997
CENTURY PROPERTIES FUND XX
BALANCE SHEET
December 31, 1996
(in thousands, except unit data)
Assets
Cash and cash equivalents $ 6,274
Deferred charges 957
Other assets 685
Investment properties (Notes B & F):
Land $ 6,495
Buildings and related personal property 42,308
48,803
Less accumulated depreciation (16,403) 32,400
$ 40,316
Liabilities and Partners' Deficit
Liabilities
Accounts payable and accrued expenses $ 853
Non-Recourse Promissory Notes (Note B):
Principal 31,386
Deferred interest payable 15,112
Partners' Deficit
General partner's $ (1,427)
Limited partners' (61,814 units outstanding) (5,608) (7,035)
$ 40,316
See Accompanying Notes to Financial Statements
CENTURY PROPERTIES FUND XX
STATEMENTS OF OPERATIONS
(in thousands, except unit data)
Years Ended December 31,
1996 1995
Revenues:
Rental income $ 7,350 $ 7,092
Interest income 275 253
Total revenues 7,625 7,345
Expenses:
Interest to promissory note holders 2,508 2,511
Operating 3,569 3,545
Depreciation 1,816 1,788
Amortization 325 325
General and administrative 917 765
Total expenses 9,135 8,934
Net loss $ (1,510) $ (1,589)
Net loss allocated to general partner (2%) $ (30) $ (32)
Net loss allocated to limited partners (98%) (1,480) (1,557)
$ (1,510) $ (1,589)
Net loss per limited partnership unit $ (23.94) $ (25.19)
See Accompanying Notes to Financial Statements
CENTURY PROPERTIES FUND XX
STATEMENTS OF CHANGES IN PARTNERS' DEFICIT
(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, 1994 61,814 $(1,313) $(2,571) $(3,884)
Net loss for the year
ended December 31, 1995 -- (32) (1,557) (1,589)
Distributions to general partner -- (26) -- (26)
Partners' deficit at
December 31, 1995 61,814 (1,371) (4,128) (5,499)
Net loss for the year ended
December 31, 1996 -- (30) (1,480) (1,510)
Distributions to general partner -- (26) -- (26)
Partners' deficit at
December 31, 1996 61,814 $(1,427) $(5,608) $(7,035)
See Accompanying Notes to Financial Statements
CENTURY PROPERTIES FUND XX
STATEMENTS OF CASH FLOWS
(in thousands)
Years Ended December 31,
1996 1995
Cash flows from operating activities:
Net loss $(1,510) $ (1,589)
Adjustments to reconcile net loss to
net cash provided by operating activities:
Depreciation and amortization 2,332 2,308
Deferred interest on non-recourse
promissory notes 1,256 1,255
Loss on disposal of property 13 --
Change in accounts:
Deferred charges (75) (217)
Other assets (233) (112)
Accounts payable and accrued expenses (119) 104
Net cash provided by operating activities 1,664 1,749
Cash flows from investing activities:
Property improvements and replacements (610) (703)
Net cash used in investing activities (610) (703)
Cash flows from financing activities:
Cash distributions to general partner (26) (26)
Net cash used in financing activities (26) (26)
Net increase in cash and cash equivalents 1,028 1,020
Cash and cash equivalents at beginning of period 5,246 4,226
Cash and cash equivalents at end of period $ 6,274 $ 5,246
Supplemental disclosure of cash flow information:
Cash paid for interest $ 1,255 $ 1,256
See Accompanying Notes to Financial Statements
CENTURY PROPERTIES FUND XX
Notes to Financial Statements
December 31, 1996
NOTE A - ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES
Organization:
Century Properties Fund XX (the "Partnership") is a limited partnership
organized in 1983 under the laws of the State of California to acquire, manage
and ultimately sell income-producing real properties, and invest in, service and
ultimately collect or dispose of mortgage loans on income-producing real
properties. The Partnership currently owns 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 general partner of the Partnership is Fox Partners III, a
California general partnership whose general partners are Fox Capital Management
Corporation ("FCMC"), a California corporation, Fox Realty Investors ("FRI"), a
California general partnership, and Fox Partners 84, a California general
partnership. The capital contributions of $30,907,000 ($500 per unit) were made
by Individual Investor Unit holders.
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.
Allocation of Income, Loss, and Distributions:
Net income, net loss, and distributions of cash of the Partnership are allocated
between general and limited partners in accordance with the provisions of the
partnership agreement.
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 instruments
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
their fair value due to the short term maturity of these instruments. The fair
value of the Partnership's Non-Recourse Promissory Notes is not practicable
to estimate.
Investment Properties:
Investment properties are stated at the lower of the cost or estimated fair
value (if impaired) of the property less accumulated depreciation. 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 assets' carrying amounts. 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.
Cash and Cash Equivalents:
The Partnership considers all highly liquid investments with a maturity, when
purchased, of three months or less to be cash equivalents. At certain times,
the amount of cash deposited at a bank may exceed the limit on insured deposits.
Depreciation:
Depreciation is computed by the straight-line method over estimated useful lives
ranging from 15 to 39 years for buildings and improvements and five to seven
years for furnishings.
Deferred Charges:
Included in deferred charges are sales commissions, organization expenses and
lease commissions. Sales commissions and organization expenses related to the
Pension Investor Notes ("Non-Recourse Promissory Notes", "Promissory Notes" or
"Notes") are deferred and amortized by the straight-line method over the life of
the Notes. Leasing commissions are deferred and amortized over the lives of the
related leases. Such amortization is charged to operating expense. At December
31, 1996, accumulated amortization of deferred leasing commissions totaled
approximately $6,415,000.
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.
Reclassifications:
Certain reclassifications have been made to the 1995 balances to conform to the
1996 presentation.
NOTE B - NON-RECOURSE PROMISSORY NOTES
The Partnership has Non-Recourse Promissory Notes secured by a deed of trust on
all properties owned by the Partnership. The Notes bear interest at eight
percent per annum except that interest of up to four percent may be deferred,
provided the Partnership makes interest payments on the unpaid principal balance
of at least four percent per annum. The deferred interest does not bear
interest. The Notes are due November 30, 1998. In accordance with the
Partnership Agreement and the Trust Indenture, upon the sale, repayment or other
disposition of any Partnership properties or Partnership mortgage loans, 98
percent of the resulting cash proceeds are first allocated to the payment of
Promissory Notes until such Notes are repaid. Note holders are also entitled to
the payment of residual interest after specified payments to the general partner
and Individual Unit holders as set forth in the Trust Indenture.
NOTE C - INCOME TAXES
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 (in thousands, except unit data):
1996 1995
Net loss per financial statements $ (1,510) $ (1,589)
Differences resulted from:
Original issue discount (571) (446)
Depreciation (367) (383)
Capitalized expenses 23 42
Deferred and prepaid rent (520) --
Other 16 120
Federal taxable loss $ (2,929) $ (2,256)
Federal taxable loss per limited
partnership unit $ (46.43) $ (35.77)
The following is a reconciliation between the Partnership's reported amounts and
Federal tax basis of net assets and liabilities (in thousands):
Net liabilities as reported $ (7,035)
Differences resulted from:
Sales commissions 2,482
Organization expenses 2,069
Original issue discount 1,458
Foreclosures of mortgage loan
receivable 238
Payments credited to rental property 280
Acquisition costs expensed (34)
Depreciation (6,103)
Provision for impairment of value 6,296
Capitalized expenses 945
Provision for bad debts 21
Deferred and prepaid rent (520)
Other 134
Net assets - tax basis $ 231
NOTE D - 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.
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.
The following transactions with affiliates of Insignia, NPI, and affiliates of
NPI were incurred in 1996 and 1995 (in thousands):
1996 1995
Property management fees (included in operating
expenses) $ 144 $ 138
Reimbursement for services of affiliates (included
in general and administrative and operating
expenses) 223 174
Partnership management fees (included in general
and administrative expenses) 72 72
For the period from January 19, 1996, to December 31, 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.
Included in operating expenses for the fiscal year ended December 31, 1995, are
insurance premiums of approximately $93,000 which were paid to an affiliate of
the Managing General Partner under a master insurance policy arranged for by
such affiliate.
For the fiscal year ended December 31, 1995, the Partnership paid an affiliate
of the Managing General Partner approximately $5,000 relating to successful real
estate tax appeals on the Partnership's investment properties. These fees are
included in operating expense.
In accordance with the partnership agreement, the general partner was allocated
its two percent continuing interest in the Partnership's net loss and taxable
income. The general partner received two percent of total distributions
including cash distributed to Promissory Note holders. In addition, the general
partner is entitled to a Partnership management incentive distribution, which
together with the Partnership management fee cannot exceed ten percent of cash
available for distribution, as defined. No incentive distributions were made in
1996 or 1995.
NOTE E - SIGNIFICANT TENANT AND MINIMUM FUTURE RENTAL REVENUES
Rental revenue from one tenant at Linpro Park I was 15 percent and 13 percent of
total Partnership rental revenue in 1996 and 1995, respectively. The tenant's
leases are scheduled to expire in May 1997. The Partnership is currently
negotiating an extension of these leases.
Minimum future rental revenues from operating leases having non-cancelable lease
terms in excess of one year at December 31, 1996, are as follows (in thousands):
1997 $ 3,042
1998 1,957
1999 1,235
2000 787
2001 90
Thereafter 13
$ 7,124
Amortization of deferred leasing commissions totaled approximately $191,000 and
$195,000 for the years ended December 31, 1996, and 1995, respectively.
NOTE F - INVESTMENT PROPERTIES AND ACCUMULATED DEPRECIATION (IN THOUSANDS)
Initial Cost
To Partnership
Cost
Buildings Capitalized
and Related (Written Down)
Encrum- Personal Subsequent to
Description brances(1) Land Property Acquisition
Crabtree Office Center $ -- $ 966 $ 6,409 $ 1,223
Raleigh, North Carolina
Linpro Park I -- 1,089 7,882 (1,109)
Reston, Virginia
Metcalf 103 Office Park -- 810 1,565 518
Overland Park, Kansas
Commonwealth Center -- 1,929 6,300 (1,918)
Dallas, Texas
Highland Park -- 1,256 7,884 1,274
Charlotte, North Carolina
Harbor Club Downs -- 1,416 6,864 591
Palm Harbor, Florida
The Corners Apartments -- 419 3,102 333
Spartanburg, South Carolina
Totals $ -- $ 7,885 $ 40,006 $ 912
1) The Non-Recourse Promissory Notes are secured by a deed of trust on all
properties owned by the Partnership, see "Note B" for a further discussion.
<TABLE>
<CAPTION>
Gross Amount At Which Carried
At December 31, 1996
Buildings
And Related
Personal Accumulated Date of Date Depreciable
Description Land Property Total Depreciation Construction Acquired Life-Years
<S> <C> <C> <C> <C> <C> <C> <C>
Crabtree Office Center $ 962 $ 7,636 $8,598 $ 3,035 1983 12/84 5-39
Linpro Park I 693 7,169 7,862 4,211 1982 3/85 5-39
Metcalf 103 Office Park 810 2,083 2,893 498 1973 4/91 5-39
Commonwealth Center 964 5,347 6,311 3,522 1980 10/84 5-39
Highland Park 1,231 9,183 10,414 3,282 1986 11/85- 5-39
2/86
Harbor Club Downs 1,416 7,455 8,871 1,291 1986 5/92 5-30
The Corners Apartments 419 3,435 3,854 564 1974 11/92 5-30
Totals $ 6,495 $ 42,308 $48,803 $ 16,403
</TABLE>
Reconciliation of "Investment Properties and Accumulated Depreciation":
Years Ended December 31,
1996 1995
Investment Properties
Balance at beginning of year $ 48,242 $ 47,539
Property improvements 610 703
Disposals of property (49) --
Balance at end of year $ 48,803 $ 48,242
Accumulated Depreciation
Balance at beginning of year $ 14,623 $ 12,835
Additions charged to expense 1,816 1,788
Disposals of property (36) --
Balance at end of year $ 16,403 $ 14,623
The aggregate cost of the real estate for Federal income tax purposes at
December 31, 1996 and 1995, respectively, is approximately $56,373,000 and
$55,739,000. The accumulated depreciation taken for Federal income tax purposes
at December 31, 1996 and 1995, respectively, is approximately $22,543,000 and
$20,361,000.
NOTE G - 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.
NOTE H - LEGAL PROCEEDINGS
Adrian Charles Pastori, on his own behalf and for all others similarly situated
vs. Century Properties Fund XX et al., California Superior Court for County of
San Francisco, Case No. 960684.
In January 1994, an investor in the Partnership filed a putative class action
lawsuit for monetary damages in Superior Court of the County of San Diego,
California against the Partnership, its general partner, Fox Partners III, the
general partners of Fox Partners III, and others. The lawsuit alleges that the
prospectus for the Partnership contained material misrepresentations and
omissions. In April 1994, the Court granted defendants' motion to have the
venue of the case transferred from San Diego County to San Francisco County.
Plaintiff's amended complaint alleges causes of action premised on negligence,
fraud, and breach of fiduciary duty. The Partnership has filed its answer in
the case. In August 1996, the court denied plaintiff's motion to have a class
of all unit holders certified. The Plaintiff has appealed this ruling and the
trial court has stayed the remainder of the suit. The Partnership intends to
vigorously defend this action. The ultimate outcome of the litigation cannot
presently be determined, however, the Managing General Partner does not believe
that the litigation will have a material adverse effect on the Partnership.
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
There were no disagreements with Imowitz Koenig & Co., LLP regarding the 1996
or 1995 audits of the Partnership's financial statements.
PART III
ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS,
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
The Partnership does not have any officers or directors. The managing general
partner of the Partnership, Fox Capital Management Corporation ("FCMC" or the
"Managing General Partner"), manages and controls substantially all of the
Partnership's affairs and has general responsibility and ultimate authority in
all matters affecting its business.
The names of the directors and executive officers of the Managing General
Partner as of December 31, 1996, their ages and nature of all positions with
FCMC presently held by them are as follows:
Name Age Position
William H. Jarrard, Jr. 50 President and Director
Ronald Uretta 41 Vice President and Treasurer
John K. Lines 37 Vice President and Secretary
Kelley M. Buechler 39 Assistant Secretary
William H. Jarrard, Jr. has been President and a Director of the Managing
General Partner since June 1996, and Managing Director - Partnership
Administration of Insignia Financial Group, Inc. ("Insignia") since January
1991. Mr. Jarrard served as Managing Director-Partnership Administration and
Asset Management from July 1994, until January 1996.
Ronald Uretta has been Vice President and Treasurer of the Managing General
Partner since June 1996, and Insignia's Treasurer since January 1992. Since
August 1996, he has served as Insignia's Chief Operating Officer. He also
served as Insignia's Secretary from January 1992 to June 1994, and as Chief
Financial Officer from January 1992 to August 1996. Since September 1990, Mr.
Uretta has also served as the Chief Financial Officer and Controller of
Metropolitan Asset Group.
John K. Lines has been Vice President and Secretary of the Managing General
Partner since June 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.
Kelley M. Buechler has been Assistant Secretary of the Managing General Partner
since June 1996 and Assistant Secretary of Insignia since 1991.
No family relationships exist among any of the officers or directors of the
Managing General Partner.
ITEM 10. EXECUTIVE COMPENSATION
No direct form of compensation or remuneration was paid by the Partnership to
any officer or director of the Managing General Partner. The Partnership has no
plan, nor does the Partnership presently propose a plan, which will result in
any remuneration being paid to any officer or director upon termination of
employment. However, reimbursements and other payments have been made to the
Partnership's Managing General Partner and its affiliates, as described in "Item
12".
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The Partnership 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 Partnership in accordance with the terms of the Partnership
Agreement. The directors and officers of the Managing General Partner and its
affiliates, as a group do not own any of the Partnership voting securities.
There is no person known to the Partnership who owns beneficially or of record
more than five percent of the voting securities of the Partnership.
There are no arrangements known to the Partnership, the operating of which may,
at a subsequent date, result in a change in control of the Partnership.
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
No transactions have occurred between the Partnership and any officer or
director of the Managing General Partner.
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.
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.
The following transactions with affiliates of Insignia, NPI, and affiliates of
NPI were incurred in 1996 and 1995 (in thousands):
1996 1995
Property management fees (included in operating
expenses) $ 144 $ 138
Reimbursement for services of affiliates (included
in general and administrative and operating
expenses) 223 174
Partnership management fees (included in general
and administrative expenses) 72 72
For the period from January 19, 1996, to December 31, 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.
Included in operating expenses for the fiscal year ended December 31, 1995, are
insurance premiums of approximately $93,000 which were paid to an affiliate of
the Managing General Partner under a master insurance policy arranged for by
such affiliate.
For the fiscal year ended December 31, 1995, the Partnership paid an affiliate
of the Managing General Partner approximately $5,000 relating to successful real
estate tax appeals on the Partnership's investment properties. These fees are
included in operating expense.
ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits: See Exhibit Index contained herein.
(b) Reports on Form 8-K filed during the fourth quarter of 1996: 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.
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
Date: March 25, 1997
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.
/s/ William H. Jarrard, Jr. President March 25, 1997
William H. Jarrard, Jr. and Director
/s/ Ronald Uretta Vice President March 25, 1997
Ronald Uretta and Treasurer
EXHIBIT INDEX
Exhibit
2. NPI, Inc. Stock Purchase Agreement, dated as of
August 17, 1995, incorporated by reference to the
Partnership'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
Partnership dated February 22, 1984, and November 8,
1984, and thereafter supplemented contained in the
Partnership Registration Statement on Form S-11 (Reg.
No. 2-88615).
27. Financial Data Schedule.
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from Century
Properties Fund XX 1996 Year-End 10-KSB and is qualified in its entirety by
reference to such 10-KSB filing.
</LEGEND>
<CIK> 0000736909
<NAME> CENTURY PROPERTIES FUD XX
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> DEC-31-1996
<CASH> 6,274
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0<F1>
<PP&E> 48,803
<DEPRECIATION> 16,403
<TOTAL-ASSETS> 40,316
<CURRENT-LIABILITIES> 0<F1>
<BONDS> 31,386
0
0
<COMMON> 0
<OTHER-SE> (7,035)
<TOTAL-LIABILITY-AND-EQUITY> 40,316
<SALES> 0
<TOTAL-REVENUES> 7,625
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 9,135
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 2,508
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (1,510)
<EPS-PRIMARY> (23.94)<F2>
<EPS-DILUTED> 0
<FN>
<F1>Registrant has an unclassified balance sheet.
<F2>Multiplier is 1.
</FN>
</TABLE>
