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 June 30, 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, P.O. Box 1089
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)
June 30, 1998
Assets
Cash and cash equivalents $ 8,416
Receivables and deposits 522
Other assets 954
Investment properties:
Land $ 6,495
Buildings and related personal property 43,602
50,097
Less accumulated depreciation (18,815) 31,282
$ 41,174
Liabilities and Partners' Deficit
Liabilities
Accounts payable $ 15
Tenant security deposit liabilities 190
Accrued property taxes 274
Accrued interest-promissory notes 314
Other liabilities 71
Non-recourse promissory notes:
Principal 31,386
Deferred interest payable 16,995
Partners' Deficit
General partner's $ (1,486)
Limited partners' (61,814 units issued and
outstanding) (6,585) (8,071)
$ 41,174
See Accompanying Notes to Financial Statements
b)
CENTURY PROPERTIES FUND XX
STATEMENTS OF OPERATIONS
(Unaudited)
(in thousands, except unit data)
Three Months Ended Six Months Ended
June 30, June 30,
1998 1997 1998 1997
Revenues:
Rental income $ 1,998 $ 1,813 $ 3,893 $ 3,489
Other income 148 119 283 239
Income from deficiency
certificate settlement -- -- 256 --
Total revenues 2,146 1,932 4,432 3,728
Expenses:
Operating 680 719 1,374 1,376
General and administrative 236 262 424 432
Depreciation 415 413 824 792
Amortization of sales
commissions and
organizational costs 82 82 163 163
Interest to promissory
note holders 627 627 1,255 1,255
Property taxes 149 168 297 318
Total expenses 2,189 2,271 4,337 4,336
Net (loss) income $ (43) $ (339) $ 95 $ (608)
Net (loss) income allocated
to general partner (2%) $ (1) $ (7) $ 2 $ (12)
Net (loss) income allocated
to limited partners (98%) (42) (332) 93 (596)
$ (43) $ (339) $ 95 $ (608)
Net (loss) income per limited
partnership unit $ (.68) $ (5.37) $ 1.50 $ (9.64)
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)
Distribution to general partner -- (13) -- (13)
Net income for the six months
ended June 30, 1998 -- 2 93 95
Partners' deficit at
June 30, 1998 61,814 $(1,486) $(6,585) $(8,071)
See Accompanying Notes to Financial Statements
d)
CENTURY PROPERTIES FUND XX
STATEMENTS OF CASH FLOWS
(Unaudited)
(in thousands)
Six Months Ended
June 30,
1998 1997
Cash flows from operating activities:
Net income (loss) $ 95 $ (608)
Adjustments to reconcile net income (loss) to net
cash provided by operating activities:
Depreciation 824 792
Amortization of deferred charges 270 249
Deferred interest on non-recourse promissory
notes 628 628
Rent abatement (300) --
Loss on disposal of property 26 --
Change in accounts:
Receivables and deposits (262) 6
Other assets 16 11
Accounts payable (33) (101)
Tenant security deposit liabilities 8 7
Accrued property taxes 261 95
Other liabilities 7 7
Net cash provided by operating activities 1,540 1,086
Cash flows from investing activities:
Property improvements and replacements (221) (494)
Lease commissions paid (204) (146)
Net cash used in investing activities (425) (640)
Cash flows used in financing activities:
Distribution paid to general partner (13) (13)
Net increase in cash and cash equivalents 1,102 433
Cash and cash equivalents at beginning of period 7,314 6,274
Cash and cash equivalents at end of period $ 8,416 $ 6,707
Supplemental disclosure of cash flow information:
Cash paid for interest $ 628 $ 628
Supplemental disclosure of non cash investing
information:
Tenant improvements funded through rent abatement $ 300 $ --
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 at
maturity, 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. The possibility exists that the
Partnership will lose all the investment properties through foreclosure during
the first quarter of 1999. 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 and six
month periods ended June 30, 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
six months ended June 30, 1998 and 1997 (in thousands):
1998 1997
Property management fees (included in operating
expenses) $ 76 $ 73
Reimbursement for services of affiliates (included
in general and administrative expenses) 105 103
Partnership management fee (included in general
and administrative expenses) 36 36
In addition, approximately $1,000 and $2,000 of construction oversight
reimbursements were included in operating expenses for the six month periods
ended June 30, 1998 and 1997, respectively.
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 but 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
September or October 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 receipt of this settlement during the six months ended June 30, 1998, the
Partnership has recorded income from the settlement in the financial statements.
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.
NOTE E - RENT ABATEMENT
On January 1, 1998, a tenant of Linpro Park I entered into a five year lease
agreement. The lease provided for a renovation allowance equal to $7.00 per
square foot to reimburse the tenant for improvements made to accommodate the
tenant. This allowance is for the twelve month period beginning January 1,
1998, and ending December 31, 1998. As of June 30, 1998, $300,000 of
improvements have been completed. The allowance is reflected on the financial
statements as a rent abatement and is included as rental income.
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 six months ended June 30, 1998
and 1997:
Average
Occupancy
Property 1998 1997
Commonwealth Centre (1) 97% 81%
Dallas, TX
Crabtree Office Center 100% 98%
Raleigh, North Carolina
Linpro Park I (2) 92% 99%
Reston, Virginia
Metcalf 103 Office Park 98% 97%
Overland Park, Kansas
Highland Park Commerce Center (3) 99% 94%
Charlotte, North Carolina
Harbor Club Downs 94% 95%
Palm Harbor, Florida
The Corners Apartments (4) 88% 93%
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, and one existing tenant expanding
into unoccupied space.
(2)The decrease in occupancy at Linpro Park I is due to a decrease in demand
for Class A space in the Reston, Virginia market.
(3)The increase in occupancy at Highland Park results from the addition of two
new tenants and the expansion of an existing tenant.
(4)The decrease in occupancy at The Corners is due to recent construction of
new apartment complexes resulting in higher vacancy rates.
The Partnership realized a net loss of approximately $43,000 for the three month
period and a net income of approximately $95,000 for the six month period ended
June 30, 1998, as compared to a net loss of approximately $339,000 and $608,000
for the three and six month periods ended June 30, 1997. The decrease in net
loss for the three month period and the increase in net income for the six month
period is primarily due to an increase in total revenues for both comparable
periods as well as a decrease in total expenses for the comparable three month
periods.
Rental income increased for the three and six month periods ended June 30, 1998,
as compared to the same periods in 1997, due to increases in occupancy at four
of the Partnership's investment properties. The office buildings and business
parks also had increases in expense recovery income. In addition, at Linpro
Park I, rental income increased as a result of a renovation allowance of
approximately $300,000 posted as income during the second quarter of 1998 (see
"Item 1. Financial Statements, Note E" for further discussion). This increase
was partially offset by a decrease in occupancy at this property.
Contributing to the increase in net income for the six month period ended June
30, 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 fees at Harbor
Club Downs and corporate unit rentals at The Corners also 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).
Operating expenses remained relatively stable for the six month period ended
June 30, 1998, however property expenses decreased for the three month period
primarily due to a decrease in electric utilities at Crabtree Office Center and
Linpro Park I. This decrease was partially offset by an increase in lease
commission amortization due to an increase in lease commissions, particularly at
Linpro Park I. In addition, a loss associated with the roof replacement at
Commonwealth Centre helped offset the decrease in operating expenses. For the
three month period ended June 30, 1998, the decrease in operating expenses were
also due to a decrease in maintenance expenses. This decrease is primarily due
to a decrease in exterior building and tennis court repairs at Harbor Club
Downs. Depreciation expenses increased for the six month period ended June 30,
1998, as compared to the same period in 1997, as a result of additional
depreciable assets placed in service at Metcalf 103 Office Park. Property taxes
decreased for the six month period ended June 30, 1998, versus the same period
in 1997, due to a one time assessment paid in 1997 at Harbor Club Downs relating
to a repaving project.
Included in operating expenses for the period ended June 30, 1998, is
approximately $56,000 of major repairs and maintenance, consisting primarily of
landscaping versus approximately $52,000 of major repairs and maintenance,
consisting primarily of landscaping, tennis court repairs and exterior building
improvement for the corresponding period in 1997.
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 June 30, 1998, the Partnership held cash and cash equivalents of
approximately $8,416,000, as compared to approximately $6,707,000 at June 30,
1997. Cash and cash equivalents increased approximately $1,102,000 during the
six months ended June 30, 1998, compared to an increase of approximately
$433,000 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 a
change in the timing of payments. These changes were partially offset by an
increase in receivables and deposits, due primarily to an increase in tax and
insurance escrows. Net cash used in investing activities decreased as a result
of a decrease in expenditures for property improvements and replacements.
The mortgage indebtedness of the Partnership consists of Notes totaling
approximately $48,381,000 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 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. The possibility exists that
the Partnership will lose all the investment properties through foreclosure
during the first quarter of 1999. 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 six month periods ended June 30, 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 the 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 AIMCO. The complaint seeks monetary damages and equitable relief,
including judicial dissolution of the Partnership. On June 25, 1998, the
Managing General Partner filed a motion seeking dismissal of the action. In lieu
of responding to the motion, the plaintiffs have filed an amended complaint. The
Managing General Partner believes the action to be without merit, and intends to
vigorously defend it.
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 June 30, 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: August 12, 1998
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from
Century Properties Fund XX 1998 Second 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> 6-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> JUN-30-1998
<CASH> 8,416
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0<F1>
<PP&E> 50,097
<DEPRECIATION> 18,815
<TOTAL-ASSETS> 41,174
<CURRENT-LIABILITIES> 0<F1>
<BONDS> 48,381
0
0
<COMMON> 0
<OTHER-SE> (8,071)
<TOTAL-LIABILITY-AND-EQUITY> 41,174
<SALES> 0
<TOTAL-REVENUES> 4,432
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<OTHER-EXPENSES> 3,082
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,255
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<F1>Registrant has an unclassified balance sheet.
<F2>Multiplier is 1.
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