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 September 30, 1997
[ ] 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)
September 30, 1997
Assets
Cash and cash equivalents $ 7,483
Receivables and deposits 584
Other assets 1,000
Investment properties:
Land $ 6,495
Buildings and related personal property 42,893
49,388
Less accumulated depreciation (17,601) 31,787
$ 40,854
Liabilities and Partners' Deficit
Liabilities
Accounts payable $ 10
Tenant security deposits payable 178
Accrued property taxes 382
Accrued interest-promissory notes 628
Other liabilities 66
Non-Recourse Promissory Notes:
Principal 31,386
Deferred interest payable 16,053
Partners' Deficit
Limited partners' (61,814 units issued and
outstanding) $ (6,393)
General partner's (1,456) (7,849)
$ 40,854
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,
1997 1996 1997 1996
Revenues:
Rental income $ 1,841 $ 1,798 $ 5,349 $ 5,273
Other income 142 98 381 295
Total revenues 1,983 1,896 5,730 5,568
Expenses:
Interest to promissory note
holders 628 628 1,883 1,881
Operating 879 993 2,592 2,681
Depreciation 406 454 1,198 1,354
Amortization of sales
commissions and
organizational costs 81 81 244 244
General and administrative 182 241 614 678
Total expenses 2,176 2,397 6,531 6,838
Net loss $ (193) $ (501) $ (801) $(1,270)
Net loss allocated to
general partner (2%) $ (4) $ (10) $ (16) $ (25)
Net loss allocated to
limited partners (98%) (189) (491) (785) (1,245)
$ (193) $ (501) $ (801) $(1,270)
Net loss per limited
partnership unit $ (3.06) $ (7.94) $(12.70) $(20.14)
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, 1996 61,814 $(1,427) $ (5,608) $ (7,035)
Distributions to general partner -- (13) -- (13)
Net loss for the nine months
ended September 30, 1997 -- (16) (785) (801)
Partners' deficit at
September 30, 1997 61,814 $(1,456) $ (6,393) $ (7,849)
See Accompanying Notes to Financial Statements
d) CENTURY PROPERTIES FUND XX
STATEMENTS OF CASH FLOWS
(Unaudited)
(in thousands)
Nine Months Ended
September 30,
1997 1996
Cash flows from operating activities:
Net loss $ (801) $ (1,270)
Adjustments to reconcile net loss to net
cash provided by operating activities:
Depreciation 1,198 1,354
Amortization of deferred charges 378 385
Deferred interest on non-recourse promissory
notes 941 942
Loss on disposal of property -- 13
Change in accounts:
Receivables and deposits (132) (300)
Other assets (188) 24
Accounts payable (124) 40
Tenant security deposits payable 5 20
Accrued property taxes 203 292
Accrued interest-promissory notes 314 314
Other liabilities 13 (303)
Net cash provided by operating activities 1,807 1,511
Cash flows from investing activities:
Property improvements and replacements (585) (460)
Net cash used in investing activities (585) (460)
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 1,209 1,038
Cash and cash equivalents at beginning of period 6,274 5,246
Cash and cash equivalents at end of period $ 7,483 $ 6,284
Supplemental information:
Cash paid for interest $ 628 $ 628
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, 1997, are not necessarily indicative of the results that may be expected for
the fiscal year ending December 31, 1997. 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, 1996.
Certain reclassifications have been made to the 1996 information to conform to
the 1997 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 1996, affiliates of
Insignia Financial Group, Inc. ("Insignia") acquired all of the issued and
outstanding shares of stock of FCMC, NPI Equity Investments II, Inc. ("NPI
Equity"), the managing general partner of FRI, and National Property Investors,
Inc. ("NPI"), the sole stockholder of NPI Equity. 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 during the nine months ended September 30, 1997 and 1996 (in
thousands):
Nine Months Ended
September 30,
1997 1996
Property management fees (included in operating
expenses) $111 $ 108
Reimbursement for services of affiliates (included
in general and administrative and operating
expenses) 158 209
Partnership management fees (included in general
and administrative expenses) 36 36
For the period from January 19, 1996 to August 31, 1997, 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 master
policy. The 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,
1997 and 1996:
Average
Occupancy
Property 1997 1996
Commonwealth Centre 84% 78%
Dallas, TX
Crabtree Office Center 99% 97%
Raleigh, North Carolina
Linpro Park I 99% 99%
Reston, Virginia
Metcalf 103 Office Park 97% 98%
Overland Park, Kansas
Highland Park Commerce Center 94% 93%
Charlotte, North Carolina
Harbor Club Downs 96% 95%
Palm Harbor, Florida
The Corners Apartments 93% 94%
Spartanburg, South Carolina
The increase in occupancy at Commonwealth Centre is due to four new occupying a
total of 21,471 square feet, which represents approximately 20% of the total
space. At September 30, 1997, Commonwealth Centre was 94% occupied.
The Partnership's net loss for the nine months ended September 30, 1997, was
approximately $801,000 versus a net loss of approximately $1,270,000 for the
corresponding period of 1996. The Partnership's net loss for the three months
ended September 30, 1997, was approximately $193,000 versus a net loss of
approximately $501,000 for the corresponding period of 1996. The decrease in
net loss for the three and nine month periods ended September 30, 1997, is
attributable to an increase in rental and other income and decreases in
operating, depreciation and general and administrative expenses. The increase
in rental income is primarily due to increased rental rates at Harbor Club
Downs. Other income increased primarily due to an increase in interest income
as a result of increased cash balances. The decrease in operating expense is
primarily due to decreases in major repairs and maintenance at Harbor Club
Downs, Highland Park, and The Corners. Included in operating expense for the
nine months ended September 30, 1997, is approximately $86,000 for major repairs
and maintenance, comprised primarily of exterior building repairs, landscaping,
parking lot repairs, and tennis court repairs. Included in operating expense
for the nine months ended September 30, 1996, is approximately $171,000 of major
repairs and maintenance, comprised primarily of exterior painting, gutter
repairs, exterior building repairs, landscaping and swimming pool repairs. The
decrease in depreciation expense is a result of certain assets becoming fully
depreciated in 1996. General and administrative expenses decreased primarily
due to the decrease in expense reimbursements related to the transition and
relocation of the administrative offices during the first half of 1996. 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.
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, 1997, the Partnership had unrestricted cash of approximately
$7,483,000, as compared to approximately $6,284,000 at September 30, 1996. Net
cash provided by operating activities increased primarily as a result of an
increase in net income as discussed above. Net cash used in investing
activities increased due to increased expenditures for property improvements and
replacements. Net cash used in financing activities remained stable.
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
$47,439,000 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, risk losing the properties through
foreclosure, 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 1996 or during the nine months ended September 30, 1997.
No distributions are expected to be made in the remaining months of 1997.
PART II - OTHER INFORMATION
ITEM 1. 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. In August 1997, the California Court of Appeals
affirmed the trial court's denial of class certification. The Plaintiff
appealed this ruling. In October 1997, the California Supreme Court has denied
review of the determination of the Court of Appeals. 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 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, 1997.
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: November 12, 1997
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from Century
Properties Fund XX 1997 Third Quarter 10-QSB and is qualified in its entirety by
reference to such 10-QSB filing.
</LEGEND>
<CIK> 0000736909
<NAME> CENTURY PROPERTIES FUND XX
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> SEP-30-1997
<CASH> 7,483
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0<F1>
<PP&E> 49,388
<DEPRECIATION> (17,601)
<TOTAL-ASSETS> 40,854
<CURRENT-LIABILITIES> 0<F1>
<BONDS> 31,386
0
0
<COMMON> 0
<OTHER-SE> (7,849)
<TOTAL-LIABILITY-AND-EQUITY> 40,854
<SALES> 0
<TOTAL-REVENUES> 5,730
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 6,531
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,883
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (801)
<EPS-PRIMARY> (12.70)<F2>
<EPS-DILUTED> 0
<FN>
<F1>Registrant has an unclassified balance sheet.
<F2>Multiplier is 1.
</FN>
</TABLE>
