FORM 10-QSB--QUARTERLY OR TRANSITIONAL REPORT
UNDER SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
QUARTERLY OR TRANSITIONAL REPORT
U.S. Securities and Exchange Commission
Washington, D.C. 20549
FORM 10-QSB
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended June 30, 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)
June 30, 1999
Assets
Cash and cash equivalents $ 9,985
Receivables and deposits 1,823
Other assets 1,225
Investment properties:
Land $ 6,495
Buildings and related personal property 44,075
50,570
Less accumulated depreciation (20,511) 30,059
$ 43,092
Liabilities and Partners' Deficit
Liabilities
Accounts payable $ 48
Tenant security deposit liabilities 190
Accrued property taxes 324
Accrued interest-promissory notes 941
Other liabilities 72
Non-recourse promissory notes:
Principal 31,386
Deferred interest payable 18,250
Partners' Deficit
General partner's $ (1,500)
Limited partners' (61,814 units issued and
outstanding) (6,619) (8,119)
$ 43,092
See Accompanying Notes to Financial Statements
b)
CENTURY PROPERTIES FUND XX
STATEMENTS OF OPERATIONS
(Unaudited)
(in thousands, except unit data)
Three Months Ended Six Months Ended
June 30, June 30,
1999 1998 1999 1998
Revenues:
Rental income $ 2,067 $ 1,998 $ 4,004 $ 3,893
Other income 153 148 412 283
Income from deficiency
certificate settlement 91 -- 91 256
Total revenues 2,311 2,146 4,507 4,432
Expenses:
Operating 651 680 1,376 1,374
General and administrative 154 236 457 424
Depreciation 434 415 859 824
Amortization of sales
commissions and
organizational costs -- 82 -- 163
Interest to promissory
note holders 627 627 1,255 1,255
Property taxes 159 149 316 297
Total expenses 2,025 2,189 4,263 4,337
Net income (loss) $ 286 $ (43) $ 244 $ 95
Net income (loss) allocated
to general partner (2%) $ 6 $ (1) $ 5 $ 2
Net income (loss) allocated
to limited partners (98%) 280 (42) 239 93
$ 286 $ (43) $ 244 $ 95
Net income (loss) per limited
partnership unit $ 4.53 $ (.68) $ 3.87 $ 1.50
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 income for the six months
ended June 30, 1999 -- 5 239 244
Partners' deficit at
June 30, 1999 61,814 $(1,500) $ (6,619) $ (8,119)
See Accompanying Notes to Financial Statements
d)
CENTURY PROPERTIES FUND XX
STATEMENTS OF CASH FLOWS
(Unaudited)
(in thousands)
Six Months Ended
June 30,
1999 1998
Cash flows from operating activities:
Net income $ 244 $ 95
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation 859 824
Amortization of deferred charges 116 270
Deferred interest on non-recourse promissory
notes 627 628
Rent abatement -- (300)
Loss on disposal of property -- 26
Change in accounts:
Receivables and deposits (1,012) (262)
Other assets (113) 16
Accounts payable 8 (33)
Tenant security deposit liabilities (2) 8
Accrued property taxes 43 261
Other liabilities (4) 7
Accrued interest promissory notes 627 --
Net cash provided by operating activities 1,393 1,540
Cash flows from investing activities:
Property improvements and replacements (162) (221)
Lease commissions paid (53) (204)
Net cash used in investing activities (215) (425)
Cash flows from financing activities:
Distribution paid to general partner -- (13)
Loan costs paid (390) --
Net cash used in financing activities (390) (13)
Net increase in cash and cash equivalents 788 1,102
Cash and cash equivalents at beginning of period 9,197 7,314
Cash and cash equivalents at end of period $ 9,985 $ 8,416
Supplemental disclosure of cash flow information:
Cash paid for interest $ -- $ 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 Non-Recourse Promissory Notes
(the "Notes") of approximately $50,577,000 in principal and current and deferred
interest at June 30, 1999, matured on November 30, 1998 and are in default. Fox
Capital Management Corporation ("FCMC" or the "Managing General Partner") has
contacted the indenture trustee for the Nonrecourse Promissory Notes and certain
holders of Nonrecourse Promissory Notes regarding this default. In connection
with these conversations, the Managing General Partner has proposed that a
forbearance agreement for a specific period be entered into pursuant to which
the indenture trustee will agree not to exercise its rights with respect to the
Partnership's properties while the Partnership markets its properties for sale.
The Managing General Partner believes it is unlikely that the sale of the
Partnership's assets will generate sufficient proceeds to pay off the
Nonrecourse Promissory Notes in full. If the Partnership is unsuccessful in
negotiating a forbearance or other agreement with the indenture trustee or if
the Partnership cannot sell its properties for sufficient value, it is likely
that the Partnership will lose its properties through foreclosure. These
conditions raise substantial doubt about the Partnership's ability to continue
as a going concern.
The financial statements do not include any adjustments relating to the
recoverability and classification of recorded asset amounts or the amounts and
classification of liabilities that might be necessary should the Partnership be
unable to continue as a going concern.
NOTE B - BASIS OF PRESENTATION
The accompanying unaudited financial statements of the Partnership have been
prepared in accordance with generally accepted accounting principles for interim
financial information and with the instructions to Form 10-QSB and Item 310(b)
of Regulation S-B. Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements. In the opinion of the Managing General Partner, all
adjustments (consisting of normal recurring accruals) considered necessary for a
fair presentation have been included. Operating results for the three and six
month periods ended June 30, 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 six month periods ended June 30, 1999 and 1998:
1999 1998
(in thousands)
Property management fees (included in operating
expenses) $ 78 $ 76
Reimbursement for services of affiliates (included in
investment properties and operating and general
and administrative expenses) 87 106
Partnership management fees (included in general and
administrative expenses) -- 35
During the six months ended June 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
$78,000 and $76,000 for the six months ended June 30, 1999 and 1998,
respectively. For the Partnership's commercial properties, these services were
provided by an unrelated party for the six month periods ended June 30, 1999 and
1998.
Affiliates of the Managing General Partner received reimbursement of accountable
administrative expenses amounting to approximately $87,000 and $106,000 for the
six months ended June 30, 1999 and 1998, respectively. These amounts include
approximately $1,000 of construction oversight costs for both the six month
periods ended June 30, 1999 and 1998.
In accordance with the partnership agreement, the general partner was allocated
its two percent continuing interest in the Partnership's net loss. The general
partner received two percent of total distributions including cash paid to the
Promissory Note holders. In addition, the general partner is entitled to a
partnership management incentive distribution, which together with the
partnership management fee cannot exceed ten percent of cash available for
distribution, as defined. No incentive distributions were made in 1999 and
1998; however, the General Partner received a partnership management fee of
approximately $35,000 in 1998.
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.
On March 9, 1999, the Partnership commenced a tender offer to acquire all of the
outstanding Notes. This offer was subject to the Partnership receiving tenders
for a minimum of two-thirds of the Notes. The purpose of this tender was to
obtain a sufficient percentage of the Notes (two-thirds) in order for the
Partnership to be able to vote to approve amendments to the trust indenture.
The Partnership's offer was for 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 represented 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 was ultimately terminated with
the Partnership not receiving the minimum percentage.
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 2,930.00
units. As a result, AIMCO and its affiliates currently own 2,940 units of
limited partnership interest in the Partnership representing 4.76% of the total
outstanding units. It is possible that AIMCO or its affiliate 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.
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 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, 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 six months ended June 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 $ 1,455 $ 2,549 $ -- $ 4,004
Other income 57 7 348 412
Income from settlement -- -- 91 91
Interest expense -- -- 1,255 1,255
Depreciation 230 629 -- 859
General and administrative expense -- -- 457 457
Segment profit (loss) 583 934 (1,273) 244
Total assets 11,033 21,911 10,148 43,092
Capital expenditures for
investment properties 120 39 -- 159
1998 Residential Commercial Other Totals
Rental income $ 1,406 $ 2,487 $ -- $ 3,893
Other income 87 9 187 283
Income from settlement -- -- 256 256
Interest expense -- -- 1,255 1,255
Depreciation 232 592 -- 824
Amortization of deferred expense -- -- 163 163
General and administrative expense -- -- 424 424
Segment profit (loss) 519 975 (1,399) 95
Total assets 10,700 21,940 8,534 41,174
Capital expenditures for
investment properties 66 155 -- 221
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
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 six months ended June 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 G - RENT ABATEMENT
On January 1, 1998, a tenant of Linpro Park I entered into a five year lease
agreement. The lease provided for a renovation allowance equal to $7.00 per
square foot to reimburse the tenant for improvements made to accommodate the
tenant. This allowance is for the twelve month period beginning January 1,
1998, and ending December 31, 1998. As of June 30, 1998, $300,000 of
improvements have been completed. The allowance is reflected on the financial
statements as a rent abatement and is included as rental income.
NOTE H - 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 six months ended June 30, 1999
and 1998:
Average
Occupancy
Property 1999 1998
Commonwealth Centre (1) 89% 97%
Dallas, TX
Crabtree Office Center (2) 94% 100%
Raleigh, North Carolina
Linpro Park I (3) 100% 92%
Reston, Virginia
Metcalf 103 Office Park 96% 98%
Overland Park, Kansas
Highland Park Commerce Center (4) 91% 99%
Charlotte, North Carolina
Harbor Club Downs 95% 94%
Palm Harbor, Florida
The Corners Apartments (5) 94% 88%
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 in late 1998, these two spaces have subsequently been leased
and the property is now at 100% occupancy.
(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 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.
Results of Operations
The Partnership's net income for the six months ended June 30, 1999, was
approximately $244,000 as compared to net income of approximately $95,000 for
the six months ended June 30, 1998. The Partnership's net income for the three
months ended June 30, 1999, was approximately $286,000 as compared to a net loss
of approximately $43,000 for the three months ended June 30, 1998. The increase
in net income is attributable to an increase in total revenues and a decrease in
total expenses.
Total revenues increased due to an increase in rental and other income partially
offset by a decrease in income from a deficiency certificate settlement (refer
to "Item 1. Financial Statements, Note F _ Contingency" for further discussion).
The increase in rental income is primarily due to increases in the average
occupancy at Linpro Park I, The Corners Apartments and Harbor Club Downs
Apartments and an increase in tenant reimbursements at Commonwealth Centre and
Crabtree Office Center. The increase in other income is primarily due to a gain
on the purchase of Nonrecourse Promissory Notes by the Partnership (refer to
"Item 1. Financial Statements, Note D _ Transactions with Affiliated Parties").
Total expenses decreased due to a decrease in the amortization of sales
commissions and organizational costs partially offset by increases in
depreciation expense and general and administrative expenses. The decrease in
the amortization of sales commissions and organizational costs is due to the
assets becoming fully depreciated in the fourth quarter of 1998. The increase
in depreciation expense is due to the depreciable capital improvements and
replacements being placed into service during the last twelve months. The
increase in general and administrative expenses is primarily due to an increase
in legal costs related to negotiations in connection with the Nonrecourse
Promissory Notes.
Included in general and administrative expenses for the six months ended June
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 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 June 30, 1999, the Partnership had cash and cash equivalents of approximately
$9,985,000 as compared to approximately $8,416,000 June 30, 1998. For the six
months ended June 30, 1999, cash and cash equivalents increased approximately
$788,000 from the Partnership's year ended December 31, 1998. The increase in
cash and cash equivalents is due to approximately $1,390,000 of cash provided by
operating activities partially offset by approximately $212,000 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 associated with refinancing the promissory notes of the
Partnership. 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 $50,577,000 at June
30, 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 connection with these
conversations, the Managing General Partner has proposed that a forbearance
agreement for a specific period be entered into pursuant to which the indenture
trustee will agree not to exercise its rights with respect to the Partnership's
properties while the Partnership markets its properties for sale. There can be
no assurance, however, that a forbearance agreement will be entered into or, if
entered into, that the Partnership can sell its properties or as to the net
sales proceeds generated. The Managing General Partner believes it is unlikely
that the sale of the Partnership's assets will generate sufficient proceeds to
pay off the Nonrecourse Promissory Notes in full.
In addition to attempting to negotiate a forbearance agreement, on March 9,
1999, the Partnership commenced a tender offer to acquire all of the outstanding
Notes. This offer was subject to the Partnership receiving tenders for a
minimum of two-thirds of the Notes. The purpose of this tender was to obtain a
sufficient percentage of the Notes (two-thirds) in order for the Partnership to
be able to vote to approve amendments to the trust indenture. The Partnership's
offer was for 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 represented 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 was ultimately terminated with the
Partnership not receiving the minimum percentage.
As a result, if the Partnership is unsuccessful in negotiating a forbearance or
other agreement with the indenture trustee or if the Partnership cannot sell its
properties for sufficient value, the Partnership may seek to file for
bankruptcy. In addition, it is possible that the Partnership will lose its
properties through foreclosure. In either event, it is possible that the
noteholders will not receive the total amount due on the Notes or the amount
offered in the Partnership's offer discussed above. If the properties are
foreclosed upon, the Partnership would be dissolved, any available cash would be
distributed and limited partners would lose their investment in the Partnership.
If the Partnership is unsuccessful in negotiating a forbearance or other
agreement with the indenture trustee or if the Partnership cannot sell its
properties for sufficient value, it is likely that the Partnership will lose its
properties through foreclosure. If the properties are foreclosed upon, the
Partnership would be dissolved, any available cash would be distributed and
limited partners would lose their investment in the Partnership.
If the Partnership is successful in obtaining the forbearance agreement, 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 six months ended June 30, 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 next few years. The Partnership has budget, but is not
limited to, capital improvements of approximately $38,000 for 1999 at this
property which include certain of the required improvements consist of tenant
improvements.
Crabtree Office Center
During the six months ended June 30, 1999, the Partnership completed
approximately $6,000 of capital improvement projects at Crabtree Office Center,
consisting of tenant improvements. These improvements were funded by 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 $112,000 of capital improvements over the next
few years. The Partnership has budget, but is not limited to, capital
improvements of approximately $95,000 for 1999 at this property which include
certain of the required improvements consist of tenant improvements.
Highland Park Commerce Center
During the six months ended June 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 budget, but is not
limited to, capital improvements of approximately $100,000 for 1999 at this
property which include certain of the required improvements consist of tenant
improvements.
Linpro Park I
During the six months ended June 30, 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 next few years. The Partnership has budget,
but is not limited to, capital improvements of approximately $33,000 for 1999 at
this property which include certain of the required improvements consist of
parking lot repairs.
Metcalf 103 Office Park
During the six months ended June 30, 1999, the Partnership completed
approximately $23,000 of capital improvement projects at Metcalf 103 Office
Park, consisting of tenant improvements. These improvements were funded by
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 $79,000 of capital improvements over the next
few years. The Partnership has budget, but is not limited to, capital
improvements of approximately $21,000 for 1999 at this property which include
certain of the required improvements consist of tenant improvements.
Harbor Club Downs
During the six months ended June 30, 1999, the Partnership completed
approximately $59,000 of capital improvement projects at Harbor Club Downs,
consisting primarily of floor covering replacements, landscaping and HVAC
upgrades. These improvements were funded by 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
$503,000 of capital improvements over the next few years. The Partnership has
budget, but is not limited to, capital improvements of approximately $439,000
for 1999 at this property which include certain of the required improvements
consist of floor covering replacements, roof repairs, parking lot repairs and
landscaping.
The Corners Apartments
During the six months ended June 30, 1999, the Partnership completed
approximately $60,000 of capital improvement projects at The Corners consisting
primarily of balconies, landscaping and floor coverings. 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 budget, but is not
limited to, capital improvements of approximately $73,000 for 1999 at this
property which include certain of the required improvements 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 six months ended June 30, 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. 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.
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 2,930.00
units. As a result, AIMCO and its affiliates currently own 2,940 units of
limited partnership interest in the Partnership representing 4.76% of the total
outstanding units. It is possible that AIMCO or its affiliate 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.
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 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 June 30, 1999, had completed approximately 90% 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
September 30, 1999. The completion of this process is scheduled to coincide
with the release of a compliant version of the Managing Agent's operating
system.
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 90% of the server operating systems. The remaining
server operating systems are planned to be upgraded to be Year 2000 compliant by
September, 1999. The completion of this process is scheduled to coincide with
the release of a compliant version of the Managing Agent's operating system.
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 no Year
2000 issues. A complete, formal assessment of all the properties by the
Managing Agent is in process and will be completed in September, 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
June 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 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 July,
1999. The Managing Agent has updated data transmission standards with all of the
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 September 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 $2.9 million ($0.7 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 June 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/Carla R. Stoner
Carla R. Stoner
Senior Vice President Finance and
Administration
Date: August 16, 1999
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from Century
Properties Fund XX 1999 Second Quarter 10-QSB and is qualified in its entirety
by reference to such 10-QSB filing.
</LEGEND>
<CIK> 0000736909
<NAME> CENTURY PROPERTIES FUND XX
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> JUN-30-1999
<CASH> 9,985
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0<F1>
<PP&E> 50,570
<DEPRECIATION> 10,511
<TOTAL-ASSETS> 43,092
<CURRENT-LIABILITIES> 0<F1>
<BONDS> 31,386
0
0
<COMMON> 0
<OTHER-SE> (8,119)
<TOTAL-LIABILITY-AND-EQUITY> 43,092
<SALES> 0
<TOTAL-REVENUES> 4,507
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,255
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 244
<EPS-BASIC> 3.87<F2>
<EPS-DILUTED> 0
<FN>
<F1>Registrant has an unclassified balance sheet.
<F2>Multiplier is 1.
</FN>
</TABLE>
