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 March 31, 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)
March 31, 1999
Assets
Cash and cash equivalents $ 8,246
Receivables and deposits 2,161
Other assets 1,191
Investment properties:
Land $ 6,495
Buildings and related personal property 44,023
50,518
Less accumulated depreciation (20,077) 30,441
$ 42,039
Liabilities and Partners' Deficit
Liabilities
Accounts payable $ 41
Tenant security deposit liabilities 196
Accrued property taxes 152
Accrued interest-promissory notes 628
Other liabilities 104
Non-recourse promissory notes:
Principal 31,386
Deferred interest payable 17,937
Partners' Deficit
General partner's $ (1,506)
Limited partners' (61,814 units issued and
outstanding) (6,899) (8,405)
$ 42,039
See Accompanying Notes to Financial Statements
b)
CENTURY PROPERTIES FUND XX
STATEMENTS OF OPERATIONS
(Unaudited)
(in thousands, except unit data)
Three Months Ended
March 31,
1999 1998
Revenues:
Rental income $ 1,937 $ 1,895
Other income 112 135
Income from deficiency certificate settlement 147 256
Total revenues 2,196 2,286
Expenses:
Operating 725 694
General and administrative 303 188
Depreciation 425 409
Amortization of sales commissions and
organizational costs -- 81
Interest to promissory note holders 628 628
Property taxes 157 148
Total expenses 2,238 2,148
Net (loss) income $ (42) $ 138
Net (loss) income allocated to general partner (2%) $ (1) $ 3
Net (loss) income allocated to limited partners (98%) (41) 135
$ (42) $ 138
Net (loss) income per limited partnership unit $ (0.66) $ 2.18
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 three months
ended March 31, 1999 -- (1) (41) (42)
Partners' deficit at
March 31, 1999 61,814 $(1,506) $ (6,899) $ (8,405)
See Accompanying Notes to Financial Statements
d)
CENTURY PROPERTIES FUND XX
STATEMENTS OF CASH FLOWS
(Unaudited)
(in thousands)
Three Months Ended
March 31,
1999 1998
Cash flows from operating activities:
Net (loss) income $ (42) $ 138
Adjustments to reconcile net (loss) income to net
cash (used in) provided by operating activities:
Depreciation 425 409
Amortization of deferred charges 53 141
Deferred interest on non-recourse promissory
notes 314 314
Change in accounts:
Receivables and deposits (1,350) (386)
Other assets (36) 21
Accounts payable 1 (29)
Tenant security deposit liabilities 4 12
Accrued property taxes (129) 124
Accrued interest-promissory notes 314 314
Other liabilities 28 10
Net cash (used in) provided by operating
activities (418) 1,068
Cash flows from investing activities:
Property improvements and replacements (110) (43)
Lease commissions paid (33) (148)
Net cash used in investing activities (143) (191)
Cash flows used in financing activities:
Loan costs paid (390) --
Net (decrease) increase in cash and cash equivalents (951) 877
Cash and cash equivalents at beginning of period 9,197 7,314
Cash and cash equivalents at end of period $ 8,246 $ 8,191
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 Non-Recourse Promissory Notes
(the "Notes") of approximately $49,951,000 in principal and current and deferred
interest at March 31, 1999, which matured on November 30, 1998 are in default.
In an effort to cure this default, the Partnership is currently seeking to
satisfy the Notes by purchasing the Notes pursuant to a tender offer which
commenced on March 9, 1999 at $1,423.34 per $1,000 principal amount (the
"Purchase Price"), net to the seller in cash. The Purchase Price represents 90%
of the principal, current accrued interest and deferred interest at February 15,
1999, which equates to a total Purchase Price of approximately $44,672,000. In
order to fund the tender offer, the Partnership will use its cash reserves and
is seeking financing from a third party financial institution of at least
$39,000,000. It is expected that any such financing will be secured by first
mortgage loans on the Partnership properties. An affiliate of Fox Capital
Management Corporation (the "Managing General Partner") purchased 7,678 Notes on
January 4, 1999, and has agreed to tender the notes pursuant to this offer. The
offer is conditional upon approximately $33,333,000 of Notes being tendered.
The offer originally expired on April 6, 1999, but has been extended.
There can be no assurance that the Partnership will be able to obtain the
necessary financing with which to consummate the tender offer or that a
sufficient number of Noteholders will tender their Notes to enable the
Partnership to satisfy the Notes. If the tender offer is not consummated, either
because an insufficient number of Noteholders tender or if replacement financing
cannot be obtained, it is possible that the Noteholders will exercise their
rights and foreclose on the Partnership's properties. 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 month
period ended March 31, 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 year ended December 31,
1998.
Certain reclassifications have been made to the 1998 information to conform to
the 1999 presentation.
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, a publicly traded real
estate investment trust ("AIMCO"), 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 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 three month periods ended March 31, 1999 and 1998:
1999 1998
(in thousands)
Property management fees (included in operating
expenses) $ 39 $ 38
Reimbursement for services of affiliates 52 54
During the three months ended March 31, 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 $39,000 and $38,000 for the three months ended March 31, 1999 and
1998, respectively. For the Partnership's commercial properties, these services
were provided by an unrelated party for the three month periods ended March 31,
1999 and 1998.
Affiliates of the Managing General Partner received reimbursement of accountable
administrative expenses amounting to approximately $52,000 and $54,000 for the
three months ended March 31, 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 $3,455,100. On February 10, 1999,
the Partnership purchased 2,844 Notes from a noteholder for $450 per Note, or
$1,279,800. The Notes purchased by the Partnership will be cancelled. In
addition, on March 9, 1999, the Partnership commenced a tender offer to acquire
all of the outstanding Notes. The Partnership offered to purchase all of the
98,697 outstanding Notes at $1,423.34 per $1,000 principal amount (the "Purchase
Price"), net to the seller in cash. The Purchase Price represents 90% of the
principal, current accrued interest and deferred interest at February 15, 1999,
which equates to a total Purchase Price of approximately $44,672,000. The
offer, which originally expired on April 6, 1999, has been extended,
is subject to, among other things, the Partnership obtaining at least
$39,000,000 in financing with which to purchase the Notes. See "Note A - Going
Concern".
NOTE E - 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 segment consists
of two apartment complexes located in the Southeast United States. 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, 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 segments are the same as those described in the
summary of significant accounting policies in the 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 segments consist 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 three months ended March 31, 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 $ 724 $ 1,213 $ -- $ 1,937
Other income 27 2 83 112
Income from settlement -- -- 147 147
Interest expense -- -- 628 628
Depreciation 115 310 -- 425
General and administrative expense -- -- 303 303
Segment profit (loss) 277 382 (701) (42)
Total assets 10,658 21,541 9,840 42,039
Capital expenditures for
investment properties 67 43 -- 110
1998 Residential Commercial Other Totals
Rental income $ 709 $ 1,186 $ -- $ 1,895
Other income 40 4 91 135
Income from settlement -- -- 256 256
Interest expense -- -- 628 628
Depreciation 115 294 -- 409
Amortization of deferred expense -- -- 81 81
General and administrative expense -- -- 188 188
Segment profit (loss) 262 426 (550) 138
Total assets 10,833 22,057 8,214 41,104
Capital expenditures for
investment properties 27 16 -- 43
NOTE F - 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 three months ended March 31, 1998. The
Partnership has not recorded a receivable on the financial statements due to the
uncertainty of receiving any funds. The initial settlement related to the cash
available to distribute in the collateral pool. Additional assets were sold
from this collateral pool, and the Partnership received further funds of
approximately $45,000 during the remaining months of 1998 as well as
approximately $147,000 during the three months ended March 31, 1999.
It is anticipated this will be the final payment received by the Parntnership.
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 G - 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 entities which were, at
the time, affiliates of Insignia ("Insignia Affiliates") of interests in certain
general partner entities, past tender offers 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 filed an amended complaint. The Managing General Partner has filed
demurrers to the amended complaint which were heard during February 1999. No
ruling on such demurrers has been received. The Managing General Partner does
not anticipate that costs associated with this case, if any, 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 Partnership's business and
results of operation. 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 three months ended March 31,
1999 and 1998:
Average
Occupancy
Property 1999 1998
Commonwealth Centre (1) 91% 97%
Dallas, TX
Crabtree Office Center (2) 90% 99%
Raleigh, North Carolina
Linpro Park I (3) 100% 89%
Reston, Virginia
Metcalf 103 Office Park 98% 97%
Overland Park, Kansas
Highland Park Commerce Center (4) 94% 99%
Charlotte, North Carolina
Harbor Club Downs 96% 96%
Palm Harbor, Florida
The Corners Apartments (5) 92% 86%
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 decrease in occupancy at Crabtree Office Center is due to the loss of
two tenants occupying 5,840 square feet, which represents approximately 10%
of the total space.
(3) The increase in occupancy at Linpro Park I is due to the addition of one
tenant occupying the remaining available space.
(4) The decrease in occupancy at Highland Park Commerce Center is due to the
loss of one tenant occupying 4,657 square feet, which represents
approximately 4% of the total space.
(5) The increase in occupancy at The Corners Apartments is due to an increased
marketing effort.
Results of Operations
The Partnership's net loss for the three months ended March 31, 1999 was
approximately $42,000 as compared to net income of approximately $138,000 for
the three months ended March 31, 1998. The increase in net loss attributable to
a decrease in total revenues and an increase in total expenses.
Total revenues decreased due to a decrease in income from a deficiency
certificate settlement partially offset by an increase in rental income. Rental
income increased as a result of an increase in occupancy Linpro Park I and the
Corners and an increase in average rental rates at Highland Park Commerce
Center, Metcalf 103 Office Park, Harbor Club Downs and The Corners Apartments. A
lower deficiency certificate settlement receipt was received by the Partnership
during the three months ended March 31, 1999 versus the three months ended March
31, 1998. Total expenses increased due to an increase in operating, general and
administrative and depreciation expenses partially offset by a decrease in
amortization of sales commissions and organizational costs. Operating expenses
increased primarily as a result of an increase in property expenses resulting
from small increases in expenses at Harbor Club Downs and The Corners
Apartments. General and administrative expenses increased primarily as a result
of an increase in legal fees related to negotiations in connection with the
Nonrecourse Promissory Notes (see further discussion below) and the timing of
printing expense payments. Depreciation expenses increased due to the addition
of depreciable assets placed in service. Amortization of sales commissions and
organizational costs decreased for the three months ended March 31, 1999 as
compared to the corresponding period in 1998 as a result of the assets fully
amortizing during the fourth quarter of 1998.
Included in general and administrative expenses for the three months ended March
31, 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 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.
Capital Resources and Liquidity
At March 31, 1999, the Partnership had cash and cash equivalents of
approximately $8,246,000 as compared to approximately $8,191,000 at March 31,
1998. For the three months ended March 31, 1999 cash and cash equivalents
decreased approximately $951,000 from the Partnership's year ended December 31,
1998. The decrease in cash and cash equivalents is due to approximately $418,000
of cash used in operating activities, approximately $143,000 of cash used in
investing activities and approximately $390,000 of cash used in financing
activities. Cash used in investing activities consists of property improvements
and replacements and lease commissions. Cash used in financing activities
consists of loan costs. The Partnership invests its working capital in a money
market account.
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 $49,951,000 at
March 31, 1999, matured on November 30, 1998. As a result, the Partnership is
currently in default under the Nonrecourse Promissory Notes. The Managing
General Partner has contacted the indenture trustee for the Notes and certain
holders of Notes regarding this default. In an effort to cure this default, the
Partnership is currently seeking to satisfy the Notes by purchasing the Notes
pursuant to a tender offer which commenced on March 9, 1999 at $1,423.34 per
$1,000 principal amount (the "Purchase Price"), net to the seller in cash. The
Purchase Price represents 90% of the principal, current accrued interest and
deferred interest at February 15, 1999, which equates to a total Purchase Price
of approximately $44,672,000. In order to fund the tender offer, the
Partnership will use its cash reserves and is seeking financing of at least
$39,000,000. It is expected that any such financing will be secured by first
mortgage loans on Partnership properties. An affiliate of the Managing General
Partner purchased 7,678 Notes on January 4, 1999, and has agreed to tender the
notes pursuant to this offer. The offer is conditional upon approximately
$33,333,000 of Notes being tendered. The offer originally expired on April 6,
1999, but has been extended. There can be no assurance that the
Partnership will be able to obtain the necessary financing with which to
consummate the tender offer or that a sufficient number of noteholders will
tender their Notes to enable the Partnership to satisfy the Notes. If the
tender offer is not consummated, either because an insufficient number of
noteholders tender or if replacement financing cannot be obtained, it is
possible that the noteholders will exercise their rights and foreclose on the
Partnership's properties.
Assuming that the Partnership is successful in tendering for the Notes and
consummating the loan as described above, 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 Partnership's
properties are detailed below.
Commonwealth Center
During the three months ended March 31, 1999 the Partnership completed
approximately $31,000 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 near term. Capital improvement projects planned for 1999
include, but are not limited to, tenant improvements. These improvements are
expected to cost approximately $38,000.
Crabtree Office Center
During the three months ended March 31, 1999, the Partnership completed
approximately $6,000 of capital improvement projects at Crabtree Office Center,
consisting of 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 $112,000 of capital
improvements over the near term. Capital improvements planned for 1999 include,
but are not limited to, tenant improvements. These improvements are expected to
cost approximately $95,000.
Highland Park Commerce Center
During the three months ended March 31, 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 near term. Capital improvement projects
planned for 1999 include, but are not limited to, tenant improvements. These
improvements are expected to cost approximately $100,000.
Linpro Park I
During the three months ended March 31, 1999, the Partnership did not complete
any capital improvement projects at Linpro Office building. 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 near term. Capital improvement projects
planned for 1999 include, but are not limited to, parking lot repairs. These
improvements are expected to cost approximately $33,000.
Metcalf 103 Office Park
During the three months ended March 31, 1999, the Partnership completed
approximately $6,000 of capital improvement projects at Metcalf 103 Office Park,
consisting of 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 near term. Capital improvement projects planned for 1999
include, but are not limited to, tenant improvements. These improvements are
expected to cost approximately $21,000.
Harbor Club Downs
During the three months ended March 31, 1999, the Partnership completed
approximately $20,000 of capital improvement projects at Harbor Club Downs,
consisting primarily of floor covering replacements, landscaping and HVAC
upgrades. 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 near term.
Capital improvement projects planned for 1999 include, but are not limited to,
floor covering replacements, roof repairs, parking lot repairs and landscaping.
These improvements are expected to cost approximately $439,000.
The Corners Apartments
During the three months ended March 31, 1999, the Partnership completed
approximately $47,000 of capital improvement projects at The Corners consisting
primarily of balconies, landscaping and floor coverings. 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 near term. Capital improvement projects
planned for 1999 include, but are not limited to, floor covering replacements
and landscaping. These improvements are expected to cost approximately $73,000.
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 three months ended March 31, 1999 or 1998.
Future cash distributions will depend on the Partnership's ability to cure its
current default on the notes and the terms of any financing obtained for the
tender offer. 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 the debt
maturity, refinancing, and/or property sales. The Partnership's distribution
policy is reviewed on a quarterly basis. There can be no assurance, however,
that the Partnership will generate sufficient funds from operations after
required capital improvements to permit distributions to its partners in 1999 or
subsequent periods.
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 mainframe system used by the Managing Agent became fully
functional. In addition to the mainframe, 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
March 31, 1999, had completed approximately 75% of 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. The remaining network connections and
desktop PCs are expected to be upgraded to Year 2000 compliant systems by July
31, 1999.
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.
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 the testing process is
expected to be completed by July 31, 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 80% of the server operating systems. The remaining
server operating systems are planned to be upgraded to be Year 2000 compliant by
July 31, 1999.
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. The Managing Agent intends to have a third-party conduct an
audit of these systems and report their findings by July 31, 1999.
Any of the above operating equipment that has been found to be non-compliant to
date has been replaced or repaired. To date, these have consisted only of
security systems and phone systems. As of March 31, 1999 the Managing Agent has
evaluated approximately 86% of the operating equipment for the Year 2000
compliance.
The total cost incurred for all properties managed by the Managing Agent as of
March 31, 1999 to replace or repair the operating equipment was approximately
$400,000. The Managing Agent estimates the cost to replace or repair any
remaining operating equipment is approximately $325,000, which is expected to be
completed by August 30, 1999.
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 continues to conduct surveys of its banking and other vendor
relationships to assess risks regarding their Year 2000 readiness. The Managing
Agent has banking relationships with three major financial institutions, all of
which have indicated their compliance efforts will be complete before May 1999.
The Managing Agent has updated data transmission standards with two of the three
financial institutions. The Managing Agent's contingency plan in this regard is
to move accounts from any institution that cannot be certified Year 2000
compliant by June 1, 1999.
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 $2.8 million ($0.6 million expensed
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 and entities which were, at
the time, affiliates of Insignia ("Insignia Affiliates") of interests in certain
general partner entities, past tender offers 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 filed an amended complaint. The Managing General Partner has filed
demurrers to the amended complaint which were heard during February 1999. No
ruling on such demurrers has been received. The Managing General Partner does
not anticipate that costs associated with this case, if any, will be material to
the Partnership's overall operations.
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 March
31, 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/Carla R. Stoner
Carla R. Stoner
Senior Vice President Finance and
Administration
Date: May 14, 1999
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from Century
Properties Fund XX 1999 First 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> 3-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> MAR-31-1999
<CASH> 8,246
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0<F1>
<PP&E> 50,518
<DEPRECIATION> 20,077
<TOTAL-ASSETS> 42,039
<CURRENT-LIABILITIES> 0<F1>
<BONDS> 31,386
0
0
<COMMON> 0
<OTHER-SE> (8,405)
<TOTAL-LIABILITY-AND-EQUITY> 42,039
<SALES> 0
<TOTAL-REVENUES> 2,196
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 2,238
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 628
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (42)
<EPS-PRIMARY> (0.66)<F2>
<EPS-DILUTED> 0
<FN>
<F1>Registrant has an unclassified balance sheet.
<F2>Multiplier is 1.
</FN>
</TABLE>
