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, 1999
[ ] 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.)
55 Beattie Place, PO 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)
September 30, 1999
Assets
Cash and cash equivalents $ 8,028
Receivables and deposits 3,262
Other assets 823
Investment properties:
Land $ 6,495
Buildings and related personal property 44,418
50,913
Less accumulated depreciation (20,929) 29,984
$ 42,097
Liabilities and Partners' Deficit
Liabilities
Accounts payable $ 61
Tenant security deposits payable 256
Accrued property taxes 496
Accrued interest-promissory notes 615
Other liabilities 104
Non-recourse promissory notes:
Principal 31,386
Deferred interest payable 18,564
Partners' Deficit
General partner $ (1,525)
Limited partners (61,814 units issued and
outstanding) (7,860) (9,385)
$ 42,097
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,
1999 1998 1999 1998
Revenues:
Rental income $ 1,689 $ 1,751 $ 5,693 $ 5,644
Other income 101 149 513 432
Income from deficiency
certificate settlement -- -- 91 256
Total revenues 1,790 1,900 6,297 6,332
Expenses:
Operating 598 717 1,974 2,091
General and administrative 1,241 186 1,698 610
Depreciation 418 419 1,277 1,243
Amortization of sales
commissions and
organizational costs -- 81 -- 244
Interest to promissory
note holders 628 628 1,883 1,883
Property taxes 171 148 487 445
Total expenses 3,056 2,179 7,319 6,516
Net loss $(1,266) $ (279) $(1,022) $ (184)
Net loss allocated
to general partner (2%) $ (25) $ (6) $ (20) $ (4)
Net loss allocated
to limited partners (98%) (1,241) (273) (1,002) (180)
$(1,266) $ (279) $(1,022) $ (184)
Net loss per limited
partnership unit $(20.08) $ (4.42) $(16.21) $ (2.91)
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, 1998 61,814 $(1,505) $(6,858) $(8,363)
Net loss for the nine months
ended September 30, 1999 -- (20) (1,002) (1,022)
Partners' deficit at
September 30, 1999 61,814 $(1,525) $(7,860) $(9,385)
See Accompanying Notes to Financial Statements
d)
CENTURY PROPERTIES FUND XX
STATEMENTS OF CASH FLOWS
(Unaudited)
(in thousands, except unit data)
Nine Months Ended
September 30,
1999 1998
Cash flows from operating activities:
Net loss $(1,022) $ (184)
Adjustments to reconcile net loss to net
cash (used in) provided by operating activities:
Depreciation 1,277 1,243
Amortization of deferred charges 167 402
Deferred interest on non-recourse promissory
notes 941 942
Rent abatement -- (300)
Loss on disposal of property -- 26
Change in accounts:
Receivables and deposits (2,451) (403)
Other assets (116) (9)
Accounts payable 21 4
Tenant security deposit liabilities 64 10
Accrued property taxes 215 369
Other liabilities 28 --
Accrued interest promissory notes 301 314
Net cash (used in) provided by operating activities (575) 2,414
Cash flows from investing activities:
Property improvements and replacements (505) (391)
Lease commissions paid (89) (243)
Net cash used in investing activities (594) (634)
Cash flows used in financing activities:
Distribution paid to general partner -- (13)
Net (decrease) increase in cash and cash equivalents (1,169) 1,767
Cash and cash equivalents at beginning of period 9,197 7,314
Cash and cash equivalents at end of period $ 8,028 $ 9,081
Supplemental disclosure of cash flow information:
Cash paid for interest $ 641 $ 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" or "Registrant") will continue as a going
concern, which contemplates the realization of assets and satisfaction of
liabilities in the normal course of business. The Nonrecourse Promissory Notes
(the "Notes") of approximately $50,565,000 in principal and current and deferred
interest at September 30, 1999 matured on November 30, 1998 and are in default.
Fox Capital Management Corporation ("FCMC" or the "Managing General Partner")
contacted the indenture trustee for the Notes and certain holders of the Notes
regarding this default and entered into negotiations with the indenture trustee.
In connection with these conversations, on October 28, 1999 the Partnership
entered into a forbearance agreement with the indenture for us to 390 days. In
turn, the Partnership agreed to (a) deliver to the indenture trustee for the
benefit of the note holders all of the accumulated cash of the Partnership, less
certain reserves and anticipated operating expenses, (b) market all of its
properties for sale, (c) deliver all cash proceeds from any sales to the
indenture trustee until the notes are fully satisfied and (d) comply with the
reporting requirements under the indenture. It is uncertain whether the sale of
the Partnership's assets will generate sufficient proceeds to pay off the
Nonrecourse Promissory Notes in full. If the Partnership cannot sell its
properties for sufficient value, it is likely that the Partnership will lose its
properties through delivery to auctioneer who would sell the assets for the
benefit of the Note holders. 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 nine
month periods ended September 30, 1999, are not necessarily indicative of the
results that may be expected for the fiscal year ending December 31, 1999. For
further information, refer to the financial statements and footnotes thereto
included in the Partnership's Annual Report on Form 10-KSB for the fiscal year
ended December 31, 1998.
NOTE C - TRANSFER OF CONTROL
Pursuant to a series of transactions which closed on October 1, 1998 and
February 26, 1999, Insignia Financial Group, Inc. and Insignia Properties Trust
merged into Apartment Investment and Management Company ("AIMCO"), a publicly
traded real estate investment trust with AIMCO being the surviving corporation
(the "Insignia Merger"). As a result, AIMCO acquired 100% ownership interest in
the Managing General Partner. The Managing General Partner does not believe that
this transaction will have a material effect on the affairs and operations of
the Partnership.
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 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 the Managing General Partner were
incurred during the nine month periods ended September 30, 1999 and 1998:
1999 1998
(in thousands)
Property management fees (included in operating expenses) $118 $114
Reimbursement for services of affiliates (included in
investment properties, operating and general
and administrative expenses) 144 160
Partnership management fees (included in general and
administrative expenses) 36 36
During the nine months ended September 30, 1999 and 1998, affiliates of the
Managing General Partner were entitled to receive 5% of gross receipts from all
of the Partnership's residential properties as compensation for providing
property management services. The Partnership paid to such affiliates
approximately $118,000 and $114,000 for the nine months ended September 30, 1999
and 1998, respectively. For the Partnership's commercial properties, these
services were provided by an unrelated party for the nine month periods ended
September 30, 1999 and 1998.
Affiliates of the Managing General Partner received reimbursement of accountable
administrative expenses amounting to approximately $144,000 and $160,000 for the
nine months ended September 30, 1999 and 1998, respectively. These amounts
include approximately $8,000 and $1,000 of construction oversight costs for both
the nine month periods ended September 30, 1999 and 1998, respectively.
In accordance with the partnership agreement, the general partner was allocated
its two percent continuing interest in the Partnership's net loss. 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 1999 and 1998; however, the general partner received
a partnership management fee of approximately $36,000 and $36,000 in 1999 and
1998, respectively.
On January 4, 1999, an affiliate of the Managing General Partner purchased 7,678
Notes from a noteholder for $450 per Note, or approximately $3,455,000. On
February 10, 1999, the Partnership purchased 2,844 Notes from a noteholder for
$450 per Note, or $1,280,000. The Notes purchased by the Partnership will be
cancelled.
On June 16, 1999, AIMCO Properties, L.P., an affiliate of the Managing General
Partner, commenced a tender offer to purchase up to 27,811.85 (approximately
44.99% of the total outstanding units) units of limited partnership interest in
the Partnership for a purchase price of $0.80 per unit. The offer expired on
July 20, 1999. Pursuant to the offer, AIMCO Properties, L.P. acquired 2,930
units. As a result, AIMCO and its affiliates currently own 3,201 units of
limited partnership interest in the Partnership representing approximately 5.18%
of the total outstanding units. It is possible that AIMCO or its affiliates
will make one or more additional offers to acquire additional limited
partnership interests in the Partnership for cash or in exchange for units in
the operating partnership of AIMCO (see "Note H - Legal Proceedings").
NOTE E - 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 was obligated to accept the initial settlement which equated to
approximately $256,000 during the nine months ended September 30, 1998. The
Partnership had not recorded a receivable on the financial statements due to the
uncertainty of receiving any funds. The initial settlement related to the cash
collateral pool, and the Partnership received further funds of approximately
$45,000 during the remaining months of 1998 as well as approximately $91,000
during the nine months ended September 30, 1999. It is anticipated this will be
the final payment received by the Partnership.
With receipt of this settlement, 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.
NOTE F - 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 September 30, 1998, $300,000 of
improvements had been completed. The allowance is reflected on the financial
statements as a rent abatement and is included as rental income.
NOTE G - SEGMENT REPORTING
Description of the types of products and services from which the reportable
segment derives its revenues:
The Partnership has two reportable segments: residential properties and
commercial properties. The Partnership's residential property consists of two
apartment complexes located in Florida and South Carolina. The Partnership
rents apartment units to tenants for terms that are typically twelve months or
less. The commercial property segment consists of five office complexes in
Texas, North Carolina (2), Virginia and Kansas. The Partnership leases office
space for terms that typically exceed one year.
Measurement of segment profit or loss:
The Partnership evaluates performance based on net income. The accounting
policies of the reportable segment are the same as those of the Partnership as
described in Partnership's Annual Report on Form 10-KSB for the year ended
December 31, 1998.
Factors management used to identify the enterprise's reportable segment:
The Partnership's reportable segment consists of investment properties that
offer different products and services. The reportable segments are each managed
separately because they provide distinct services with different types of
products and customers.
Segment information for the nine month periods ended September 30, 1999 and 1998
is shown in the tables below (in thousands). The "Other" column includes
partnership administration related items and income and expense not allocated to
the reportable segments.
1999 Residential Commercial Other Totals
Rental income $ 2,207 $ 3,486 $ -- $ 5,693
Other income 94 17 402 513
Income from settlement -- -- 91 91
Interest expense -- -- 1,883 1,883
Depreciation 341 936 -- 1,277
General and administrative expense -- -- 1,698 1,698
Segment profit (loss) 862 1,204 (3,088) (1,022)
Total assets 11,431 21,194 9,472 42,097
Capital expenditures for investment
properties 253 252 -- 505
1998 Residential Commercial Other Totals
Rental income $ 2,136 $ 3,508 $ -- $ 5,644
Other income 126 22 284 432
Income from settlement -- -- 256 256
Interest expense -- -- 1,883 1,883
Depreciation 350 893 -- 1,243
Amortization of deferred expense -- -- 244 244
General and administrative expense -- -- 610 610
Segment profit (loss) 786 1,227 (2,197) (184)
Total assets 10,897 21,865 8,901 41,663
Capital expenditures for investment
properties 108 283 -- 391
NOTE H - SUBSEQUENT EVENT
On November 10, 1999, the Partnership sold Crabtree Office Center to an
unaffiliated third party for approximately $6,700,000. The Partnership
anticipates that it will recognize a gain on the sale during the fourth quarter
of 1999. The net sales proceeds were wired directly to the Indentured Trustee,
as required by the forbearance agreement (see "Item 2. Management's Discussion
and Analysis or Plan of Operations, Capital Resources and Liquidity").
NOTE I - 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 Financial Group, Inc.
("Insignia") and entities which were, at one time, affiliates of Insignia
("Insignia 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 and the Insignia Merger (see
"Part I - Financial Information, Item 1. Financial Statements, Note C - Transfer
of Control"). 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 filed demurrers to the amended complaint
which were heard February 1999. Pending the ruling on such demurrers,
settlement negotiations commenced. On November 2, 1999, the parties executed
and filed a Stipulation of Settlement ("Stipulation"), settling claims, subject
to final court approval, on behalf of the Partnership and all limited partners
who own units as of November 3, 1999. The Court has preliminarily approved the
Settlement and scheduled a final approval hearing for December 10, 1999. In
exchange for a release of all claims, the Stipulation provides that, among other
things, an affiliate of the Managing General Partner will make tender offers for
all outstanding limited partnership interests in 49 partnerships, including the
Registrant, subject to the terms and conditions set forth in the Stipulation,
and has agreed to establish a reserve to pay an additional amount in settlement
to qualifying class members (the "Settlement Fund"). At the final approval
hearing, Plaintiffs' counsel will make an application for attorneys' fees and
reimbursement of expenses, to be paid in part by the partnerships and in part
from the Settlement Fund. The Managing General Partner does not anticipate that
costs associated with this case will be material to the Partnership's overall
operations.
The Partnership is unaware of any other pending or outstanding litigation that
is not of a routine nature arising in the ordinary course of business.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS
The matters discussed in this Form 10-QSB contain certain forward-looking
statements and involve risks and uncertainties (including changing market
conditions, competitive and regulatory matters, etc.) detailed in the
disclosures contained in this Form 10-QSB and the other filings with the
Securities and Exchange Commission made by the Partnership from time to time.
The discussion of the Partnership's business and results of operations,
including forward-looking statements pertaining to such matters, does not take
into account the effects of any changes to the Registrant's business and results
of operations. Accordingly, actual results could differ materially from those
projected in the forward-looking statements as a result of a number of factors,
including those identified herein.
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,
1999 and 1998:
Average Occupancy
Property 1999 1998
Commonwealth Centre (1) 88% 96%
Dallas, TX
Crabtree Office Center 96% 97%
Raleigh, North Carolina
Linpro Park I (2) 100% 94%
Reston, Virginia
Metcalf 103 Office Park (3) 93% 97%
Overland Park, Kansas
Highland Park Commerce Center (4) 89% 98%
Charlotte, North Carolina
Harbor Club Downs 96% 94%
Palm Harbor, Florida
The Corners Apartments (5) 94% 91%
Spartanburg, South Carolina
(1) The decrease in occupancy at Commonwealth Center is due to the loss of one
tenant occupying 8,029 square feet, which represents approximately 7% of
the total space.
(2) The increase in occupancy at Linpro Park I is due to the addition of one
tenant occupying the remaining available space.
(3) The decrease in occupancy at Metcalf 103 Office Park is due to the loss of
two tenants in July 1999.
(4) The decrease in occupancy at Highland Park Commerce Center is due to the
loss of two tenants occupying 7,654 square feet, which represents
approximately 8% of the total space.
(5) The increase in occupancy at The Corners Apartments is due to an increased
marketing effort and a strong economy in the Spartanburg area.
Capital Resources and Liquidity
In order to finance the purchase of its properties, the Partnership sold
Nonrecourse Pension Investor Notes with an aggregate original principal amount
of $49,348,500 (the "Notes"). Pursuant to the terms of the Notes, the
Partnership was required to pay interest at a rate of 4% per annum on the Notes,
and accrue the additional 4% per annum due on the Notes. The Notes are secured
by all of the Partnership's properties. The Notes, which had a balance of
principal and current and deferred interest of approximately $50,565,000 at
September 30, 1999, matured on November 30, 1998. As a result, the Partnership
is currently in default under the Nonrecourse Promissory Notes. In an effort to
resolve this default, the Managing General Partner contacted the indenture
trustee for the Note holders. In connection with these conversations, on
October 29, 1999 the Partnership entered into a forbearance agreement with the
indenture trustee pursuant to which the indenture trustee agreed not to exercise
its rights and remedies under the indenture for up to 390 days. In turn, the
Partnership agreed to (a) deliver to the indenture trustee for the benefit of
the note holders all of the accumulated cash of the Partnership, less certain
reseres and anticipated operating expenses, (b) market all of its properties for
sale, (c) deliver all cash proceeds from any sales to the indenture trustee
until the notes are fully satisfied and (d) comply with the reporting
requirements under the indenture. Accordingly, the Partnership is currently
marketing all of its remaining properties for sale. If the Partnership is
unsuccessful in selling its properties for sufficient value, it is likely that
the Partnership will lose its properties through delivery to auctioneer. If the
properties are delivered to auctioneer, the Partnership would be dissolved, any
available cash would be distributed to the note holders and the limited partners
would lose their investment in the Partnership. It is expected that the
Partnership will recognize a gain from the sale or auction of the properties.
At September 30, 1999, the Partnership had cash and cash equivalents of
approximately $8,028,000 as compared to approximately $9,081,000 at September
30, 1998. For the nine months ended September 30, 1999, cash and cash
equivalents decreased approximately $1,169,000 from the Partnership's year ended
December 31, 1998. The decrease in cash and cash equivalents is due to
approximately $575,000 of cash used in operating activities and approximately
$594,000 of cash used in investing activities. Cash used in investing
activities consists of property improvements and replacements and lease
commissions. The Partnership invests its working capital reserves in a money
market account.
On November 10, 1999, the Partnership sold Crabtree Office Center to an
unaffiliated third party for approximately $6,700,000. The Partnership
anticipates that it will recognize a gain on the sale during the fourth quarter
of 1999. The net sales proceeds were wired directly to the Indentured Trustee,
as required by the forbearance agreement (see "Item 2. Management's Discussion
and Analysis or Plan of Operations, Capital Resources and Liquidity").
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 properties to adequately maintain the physical
assets and other operating needs of the Registrant and to comply with Federal,
state, and local legal and regulatory requirements. Capital improvements
planned for each of the Registrant's properties are detailed below.
Commonwealth Center
During the nine months ended September 30, 1999, the Partnership completed
approximately $33,000 of capital improvement projects at Commonwealth Center,
consisting of building improvements. Based on a report received from an
independent third party consultant analyzing necessary exterior improvements and
estimates made by the Managing General Partner on interior improvements, it is
estimated that the property requires approximately $168,000 of capital
improvements over the next few years. The Partnership has budgeted, but is not
limited to capital improvements of approximately $38,000 for 1999 at this
property which include certain of the required improvements and consist of
tenant improvements.
Crabtree Office Center
During the nine months ended September 30, 1999, the Partnership completed
approximately $118,000 of capital improvement projects at Crabtree Office
Center, consisting of tenant improvements. These improvements were funded by
operating cash flow. Based on a report received from an independent third party
consultant analyzing necessary exterior improvements and estimates made by the
Managing General Partner on interior improvements, it is estimated that the
property requires approximately $112,000 of capital improvements over the next
few years. The Partnership has budgeted, but is not limited to capital
improvements of approximately $95,000 for 1999 at this property which include
certain of the required improvements and consist of tenant improvements.
Highland Park Commerce Center
During the nine months ended September 30, 1999, the Partnership did not
complete any capital improvement projects at Highland Park. Based on a report
received from an independent third party consultant analyzing necessary exterior
improvements and estimates made by the Managing General Partner on interior
improvements, it is estimated that the property requires approximately $141,000
of capital improvements over the next few years. The Partnership has budgeted,
but is not limited to capital improvements of approximately $100,000 for 1999 at
this property which include certain of the required improvements and consist of
tenant improvements.
Linpro Park I
During the nine months ended September 30, 1999, the Partnership completed
approximately $46,000 of capital improvement projects at Linpro Office building
consisting primarily of landscaping. Based on a report received from an
independent third party consultant analyzing necessary exterior improvements and
estimates made by the Managing General Partner on interior improvements, it is
estimated that the property requires approximately $439,000 of capital
improvements over the next few years. The Partnership has budgeted, but is not
limited to capital improvements of approximately $33,000 for 1999 at this
property which include certain of the required improvements and consist of
parking lot resurfacing.
Metcalf 103 Office Park
During the nine months ended September 30, 1999, the Partnership completed
approximately $54,000 of capital improvement projects at Metcalf 103 Office
Park, consisting of building and tenant improvements. Based on a report
received from an independent third party consultant analyzing necessary exterior
improvements and estimates made by the Managing General Partner on interior
improvements, it is estimated that the property requires approximately $79,000
of capital improvements over the next few years. The Partnership has budgeted,
but is not limited to capital improvements of approximately $21,000 for 1999 at
this property which include certain of the required improvements and consist of
tenant improvements.
Harbor Club Downs
During the nine months ended September 30, 1999, the Partnership completed
approximately $163,000 of capital improvement projects at Harbor Club Downs,
consisting primarily of floor covering replacements, roof replacements, fencing
and HVAC upgrades. These improvements were funded by operating cash flow. Based
on a report received from an independent third party consultant analyzing
necessary exterior improvements and estimates made by the Managing General
Partner on interior improvements, it is estimated that the property requires
approximately $503,000 of capital improvements over the next few years. The
Partnership has budgeted, but is not limited to capital improvements of
approximately $439,000 for 1999 at this property which include certain of the
required improvements and consist of floor covering replacements, roof
replacements, parking lot resurfacing and landscaping.
The Corners Apartments
During the nine months ended September 30, 1999, the Partnership completed
approximately $91,000 of capital improvement projects at The Corners consisting
primarily of balcony replacements, landscaping, appliance replacements,
structural improvements and floor covering replacements. These improvements
were funded from operating cash flows. Based on a report received from an
independent third party consultant analyzing necessary exterior improvements and
estimates made by the Managing General Partner on interior improvements, it is
estimated that the property requires approximately $388,000 of capital
improvements over the next few years. The Partnership has budgeted, but is not
limited to capital improvements of approximately $73,000 for 1999 at this
property which include certain of the required improvements and consist of floor
covering replacements and landscaping.
The additional capital expenditures will be incurred only if cash is available
from operations or from Partnership reserves. To the extent that such budgeted
capital improvements are completed, the Partnership's distributable cash flow,
if any, may be adversely affected at least in the short term.
No distributions were made during the nine months ended September 30, 1999 or
1998. Future cash distributions will depend on the Partnership's ability to cure
its current default on the Notes. If the Partnership is successful in curing
its default, future distributions will also depend upon the levels of net cash
generated from operations, the availability of cash reserves, and the timing of
debt maturities, refinancings and/or property sales. There can be no assurance,
however, that the Partnership will generate sufficient funds from operations to
permit distributions to its partners in 1999 or subsequent periods.
Results of Operations
The Partnership's net loss for the nine months ended September 30, 1999 was
approximately $1,022,000 as compared to a net loss of $184,000 for the nine
months ended September 30, 1998. The Partnership's net loss for the three
months ended September 30, 1999 was approximately $1,266,000 as compared to a
net loss of approximately $279,000 for the three months ended September 30,
1998. The increase in net loss for the three and nine months ended September
30, 1999, is attributable to a decrease in total revenues and an increase in
total expenses.
Total revenues for the comparable nine month periods decreased due to a decrease
in income from a deficiency certificate settlement (refer to "Item 1. Financial
Statements, Note E - Contingency" for further discussion) partially offset by a
slight increase in rental income for the nine months ended September 30, 1999.
The increase in rental income is primarily due to an increase in average
occupancy at Harbor Club Downs, The Corners, and Linpro Park I. Total expenses
increased primarily due to an increase in general and administrative expenses,
which was partially offset by a decrease in amortization of sales commissions
and organizational costs. General and administrative expenses increased due to
professional fees and expenses associated with the Partnership's attempt to
secure alternative financing for the non recourse promissory notes which matured
November 30, 1998. The decrease in amortization of sales commissions and
organizational costs is attributable to the assets becoming fully depreciated in
the fourth quarter 1998.
Included in general and administrative expenses for the nine months ended
September 30, 1999 and 1998, are reimbursements to the Managing General Partner
allowed under the Partnership Agreement associated with its management of the
Partnership. In addition, costs associated with the quarterly and annual
communications with investors and regulatory agencies and the annual audit
required by the Partnership Agreement are also included.
As part of the ongoing business plan of the Partnership, the Managing General
Partner monitors the rental market environment of its investment properties to
assess the feasibility of increasing rents, maintaining or increasing occupancy
levels and protecting the Partnership from increases in expenses. 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.
Tender Offer
On June 16, 1999, AIMCO Properties, L.P., an affiliate of the Managing General
Partner, commenced a tender offer to purchase up to 27,811.85 (44.99% of the
total outstanding units) units of limited partnership interest in the
Partnership for a purchase price of $0.80 per unit. The offer expired on July
20, 1999. Pursuant to the offer, AIMCO Properties, L.P. acquired 2,930 units.
As a result, AIMCO and its affiliates currently own 3,201 units of limited
partnership interest in the Partnership representing 5.18% of the total
outstanding units. It is possible that AIMCO or its affiliates will make one or
more additional offers to acquire additional limited partnership interests in
the Partnership for cash or in exchange for units in the operating partnership
of AIMCO (see "Item 1. Financial Statements, Note H - Legal Proceedings").
Year 2000 Compliance
General Description of the Year 2000 Issue and the Nature and Effects of the
Year 2000 on Information Technology (IT) and Non-IT Systems
The Year 2000 issue is the result of computer programs being written using two
digits rather than four digits to define the applicable year. The Partnership
is dependent upon the Managing General Partner and its affiliates for management
and administrative services ("Managing Agent"). Any of the computer programs or
hardware that have date-sensitive software or embedded chips may recognize a
date using "00" as the year 1900 rather than the year 2000. This could result
in a system failure or miscalculations causing disruptions of operations,
including, among other things, a temporary inability to process transactions,
send invoices, or engage in similar normal business activities.
Over the past two years, the Managing Agent has determined that it will be
required to modify or replace significant portions of its software and certain
hardware so that those systems will properly utilize dates beyond December 31,
1999. The Managing Agent presently believes that with modifications or
replacements of existing software and certain hardware, the Year 2000 issue can
be mitigated. However, if such modifications and replacements are not made, or
not completed in time, the Year 2000 issue could have a material impact on the
operations of the Partnership.
The Managing Agent's plan to resolve Year 2000 issues involves four phases:
assessment, remediation, testing, and implementation. To date, the Managing
Agent has fully completed its assessment of all the information systems that
could be significantly affected by the Year 2000, and has begun the remediation,
testing and implementation phases on both hardware and software systems.
Assessments are continuing in regards to embedded systems. The status of each
is detailed below.
Status of Progress in Becoming Year 2000 Compliant, Including Timetable for
Completion of Each Remaining Phase
Computer Hardware:
During 1997 and 1998, the Managing Agent identified all of the computer systems
at risk and formulated a plan to repair or replace each of the affected systems.
In August 1998, the main computer system used by the Managing Agent became fully
functional. In addition to the main computer system, PC-based network servers,
routers and desktop PCs were analyzed for compliance. The Managing Agent has
begun to replace each of the non-compliant network connections and desktop PCs
and, as of September 30, 1999, had virtually completed this effort.
The total cost to the Managing Agent to replace the PC-based network servers,
routers and desktop PCs is expected to be approximately $1.5 million of which
$1.3 million has been incurred to date.
Computer Software:
The Managing Agent utilizes a combination of off-the-shelf, commercially
available software programs as well as custom-written programs that are designed
to fit specific needs. Both of these types of programs were studied, and
implementation plans written and executed with the intent of repairing or
replacing any non-compliant software programs.
In April 1999 the Managing Agent embarked on a data center consolidation project
that unifies its core financial systems under its Year 2000 compliant system.
The estimated completion date for this project is October 1999.
During 1998, the Managing agent began converting the existing property
management and rent collection systems to its management properties Year 2000
compliant systems. The estimated additional costs to convert such systems at
all properties, is $200,000, and the implementation and testing process was
completed in June 1999.
The final software area is the office software and server operating systems.
The Managing Agent has upgraded all non-compliant office software systems on
each PC and has upgraded virtually all of the server operating systems.
Operating Equipment:
The Managing Agent has operating equipment, primarily at the property sites,
which needed to be evaluated for Year 2000 compliance. In September 1997, the
Managing Agent began taking a census and inventory of embedded systems
(including those devices that use time to control systems and machines at
specific properties, for example elevators, heating, ventilating, and air
conditioning systems, security and alarm systems, etc.).
The Managing Agent has chosen to focus its attention mainly upon security
systems, elevators, heating, ventilating and air conditioning systems, telephone
systems and switches, and sprinkler systems. While this area is the most
difficult to fully research adequately, management has not yet found any major
non-compliance issues that put the Managing Agent at risk financially or
operationally.
A pre-assessment of the properties by the Managing Agent has indicated virtually
no Year 2000 issues. A complete, formal assessment of all the properties by the
Managing Agent was virtually completed by September 30, 1999. Any operating
equipment that is found non-compliant will be repaired or replaced.
The total cost incurred for all properties managed by the Managing Agent as of
September 30, 1999 to replace or repair the operating equipment was
approximately $75,000. The Managing Agent estimates the cost to replace or
repair any remaining operating equipment is approximately $125,000.
The Managing Agent continues to have "awareness campaigns" throughout the
organization designed to raise awareness and report any possible compliance
issues regarding operating equipment within its enterprise.
Nature and Level of Importance of Third Parties and Their Exposure to the Year
2000
The Managing Agent has banking relationships with three major financial
institutions, all of which have designated their compliance. The Managing Agent
has updated data transmission standards with all of the financial institutions.
All financial institutions have communicated that they are Year 2000 compliant
and accordingly no accounts were required to be moved from the existing
financial institutions.
The Partnership does not rely heavily on any single vendor for goods and
services, and does not have significant suppliers and subcontractors who share
information systems (external agent). To date, the Partnership is not aware of
any external agent with a Year 2000 compliance issue that would materially
impact the Partnership's results of operations, liquidity, or capital resources.
However, the Partnership has no means of ensuring that external agents will be
Year 2000 compliant.
The Managing Agent does not believe that the inability of external agents to
complete their Year 2000 remediation process in a timely manner will have a
material impact on the financial position or results of operations of the
Partnership. However, the effect of non-compliance by external agents is not
readily determinable.
Costs to Address Year 2000
The total cost of the Year 2000 project to the Managing Agent is estimated at
$3.5 million and is being funded from operating cash flows. To date, the
Managing Agent has incurred approximately $2.9 million ($0.7 million expenses
and $2.2 million capitalized for new systems and equipment) related to all
phases of the Year 2000 project. Of the total remaining project costs,
approximately $0.5 million is attributable to the purchase of new software and
operating equipment, which will be capitalized. The remaining $0.2 million
relates to repair of hardware and software and will be expensed as incurred.
The Partnership's portion of these costs are not material.
Risks Associated with the Year 2000
The Managing Agent believes it has an effective program in place to resolve the
Year 2000 issue in a timely manner. As noted above, the Managing Agent has not
yet completed all necessary phases of the Year 2000 program. In the event that
the Managing Agent does not complete any additional phases, certain worst case
scenarios could occur. The worst case scenarios could include elevators,
security and heating, ventilating and air conditioning systems that read
incorrect dates and operate with incorrect schedules (e.g., elevators will
operate on Monday as if it were Sunday). Although such a change would be
annoying to residents, it is not business critical.
In addition, disruptions in the economy generally resulting from Year 2000
issues could also adversely affect the Partnership. The Partnership could be
subject to litigation for, among other things, computer system failures,
equipment shutdowns or failure to properly date business records. The amount of
potential liability and lost revenue cannot be reasonably estimated at this
time.
Contingency Plans Associated with the Year 2000
The Managing Agent has contingency plans for certain critical applications and
is working on such plans for others. These contingency plans involve, among
other actions, manual workarounds and selecting new relationships for such
activities as banking relationships and elevator operating systems.
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 Financial Group, Inc.
("Insignia") and entities which were, at one time, affiliates of Insignia
("Insignia 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 and the Insignia Merger (see
"Part I - Financial Information, Item 1. Financial Statements, Note C - Transfer
of Control"). 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 filed demurrers to the amended complaint
which were heard February 1999. Pending the ruling on such demurrers,
settlement negotiations commenced. On November 2, 1999, the parties executed
and filed a Stipulation of Settlement ("Stipulation"), settling claims, subject
to final court approval, on behalf of the Partnership and all limited partners
who own units as of November 3, 1999. The Court has preliminarily approved the
Settlement and scheduled a final approval hearing for December 10, 1999. In
exchange for a release of all claims, the Stipulation provides that, among other
things, an affiliate of the Managing General Partner will make tender offers for
all outstanding limited partnership interests in 49 partnerships, including the
Registrant, subject to the terms and conditions set forth in the Stipulation,
and has agreed to establish a reserve to pay an additional amount in settlement
to qualifying class members (the "Settlement Fund"). At the final approval
hearing, Plaintiffs' counsel will make an application for attorneys' fees and
reimbursement of expenses, to be paid in part by the partnerships and in part
from the Settlement Fund. The Managing General Partner does not anticipate that
costs associated with this case will be material to the Partnership's overall
operations.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
a) Exhibits: 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, 1999
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/Patrick J. Foye
Patrick J. Foye
Executive Vice President
By: /s/Martha L. Long
Martha L. Long
Senior Vice President
and Controller
Date:
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from Century
Properties Fund XX 1999 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-31-1999
<PERIOD-END> SEP-30-1999
<CASH> 8,028
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0<F1>
<PP&E> 50,913
<DEPRECIATION> 20,929
<TOTAL-ASSETS> 42,097
<CURRENT-LIABILITIES> 0<F1>
<BONDS> 31,386
0
0
<COMMON> 0
<OTHER-SE> (9,385)
<TOTAL-LIABILITY-AND-EQUITY> 42,097
<SALES> 0
<TOTAL-REVENUES> 6,297
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 7,319
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,883
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (1,022)
<EPS-BASIC> (16.21)<F2>
<EPS-DILUTED> 0
<FN>
<F1>Registrant has an unclassified balance sheet.
<F2>Multiplier is 1.
</FN>
</TABLE>
