FORM 10-KSB--ANNUAL OR TRANSITIONAL REPORT UNDER
SECTION 13 OR 15(D)
FORM 10-KSB
(Mark One)
[X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934 [No Fee Required]
For the fiscal year ended December 31, 1997
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
of 1934 [No Fee Required]
For the transition period from.........to.........
Commission file number 0-13408
CENTURY PROPERTIES FUND XX
(Name of small business issuer in its charter)
California 94-2930770
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
One Insignia Financial Plaza, P.O. Box 1089
Greenville, South Carolina 29602
(Address of principal executive offices) (Zip Code)
Issuer's telephone number (864) 239-1000
Securities registered under Section 12(b) of the Exchange Act:
None
Securities registered under Section 12(g) of the Exchange Act:
Units of Limited Partnership Interest
(Title of class)
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 __
Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure will be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB. [X]
State issuer's revenues for its most recent fiscal year. $7,724,000.
State the aggregate market value of the voting partnership interests held by
non-affiliates computed by reference to the price at which the partnership
interests were sold, or the average bid and asked prices of such partnership
interests, as of a specified date within the past 60 days. Market value
information for the registrant's partnership interests is not available. Should
a trading market develop for these interests, it is the Managing General
Partner's belief that the aggregate market value of the voting partnership
interests would not exceed $25,000,000.
DOCUMENTS INCORPORATED BY REFERENCE
None
PART I
ITEM 1. DESCRIPTION OF BUSINESS
Century Properties Fund XX (the " Partnership " or the "Registrant") was
organized in December 1983, as a California limited partnership under the
Uniform Limited Partnership Act of the California Corporations Code. Fox
Partners III, a California general partnership, is the general partner of the
Partnership. Fox Capital Management Corporation ("FCMC" or the "Managing
General Partner"), a California corporation, Fox Realty Investors ("FRI"), a
California general partnership, and Fox Partners '84, a California general
partnership, are the general partners of Fox Partners III.
The Partnership's Registration Statement, filed pursuant to the Securities Act
of 1933 (No. 2-88615), was declared effective by the Securities and Exchange
Commission (the "Commission") on February 22, 1984. The Partnership marketed
its securities pursuant to its Prospectuses dated February 22, 1984, and
November 8, 1984, which were thereafter supplemented (hereinafter the
"Prospectus"). The Prospectus was filed with the Commission pursuant to Rule
424(b) of the Securities Act of 1933.
Beginning in February 1984 through April 1985, the Partnership offered
$35,000,000 in Individual Investor Units and $65,000,000 in Pension Investors
Notes ("Non-Recourse Promissory Notes" or "Promissory Notes"), and sold
$30,907,000 and $49,348,500, respectively. The net proceeds of this offering
were used to purchase four income-producing real properties including one
property which was acquired in two phases, and to fund seven mortgage loans
totaling $31,568,000. The Partnership's original property portfolio was
geographically diversified with properties acquired and properties on which
mortgage loans have been funded in seven states. The Partnership's acquisition
and mortgage loan funding activities were completed in February 1986 and since
then the principal activity of the Partnership has been managing its portfolio.
Two mortgage loans were prepaid in 1989, one was prepaid in 1991, and another
was satisfied in 1994. In April 1991, the Partnership finalized foreclosure
proceedings on Metcalf 103 Office Park which secured a mortgage loan and during
1992 finalized foreclosure proceedings against the borrowers on two additional
mortgage loans (Harbor Club Downs and The Corners Apartments). The remaining
mortgage loan was prepaid in 1992. See, "Item 2. Description of Properties"
below for a description of the Partnership's properties.
The Managing General Partner of the Partnership intends to maximize the
operating results and, ultimately, the net realizable value of each of the
Partnership's properties in order to achieve the best possible return for the
investors. Such results may best be achieved through property sales,
refinancings, debt restructurings or relinquishment of the assets. The
Partnership intends to evaluate each of its holdings periodically to determine
the most appropriate strategy for each of the assets.
The Partnership has no full time employees. The Managing General Partner is
vested with full authority as to the general management and supervision of the
business and affairs of the Partnership. Limited partners have no right to
participate in the management or conduct of such business and affairs. NPI-AP
Management L.P. ("NPI-AP"), an affiliate of the Managing General Partner,
provides day-to-day management services for the Partnership's residential
investment properties. With respect to the Partnership's commercial properties,
management is performed by an unaffiliated third party management company.
The business in which the Partnership is engaged is highly competitive, and the
Partnership is not a significant factor in its industry. Each of its investment
properties is located in or near a major urban area and, accordingly, competes
for rentals not only with similar properties in its immediate area but with
hundreds of similar properties throughout the urban area, including properties
owned and/or managed by affiliates of the Partnership. Such competition is
primarily on the basis of location, rents, services and amenities. In addition,
the Partnership competes with significant numbers of individuals and
organizations (including similar partnerships, real estate investment trusts and
financial institutions) with respect to the sale of improved real properties,
primarily on the basis of the prices and terms of such transactions.
There have been, and it is possible there may be other, Federal, state and local
legislation and regulations enacted relating to the protection of the
environment. The Partnership is unable to predict the extent, if any, to which
such new legislation or regulations might occur and the degree to which such
existing or new legislation or regulations might adversely affect the properties
owned by the Partnership.
The Partnership monitors its properties for evidence of pollutants, toxins and
other dangerous substances, including the presence of asbestos. In certain cases
environmental testing has been performed, which resulted in no material adverse
conditions or liabilities. In no case has the Partnership received notice that
it is a potentially responsible party with respect to an environmental clean up
site.
Change in Control
Pursuant to a series of transactions which closed during 1996, affiliates of
Insignia Financial Group, Inc. ("Insignia") acquired all of the issued and
outstanding shares of stock of FCMC, NPI Equity Investments II, Inc. ("NPI
Equity"), the managing general partner of FRI, and National Property Investors,
Inc. ("NPI"). NPI was the sole stockholder of NPI Equity until December 31,
1996, at which time the stock of NPI Equity was acquired by Insignia Properties
Trust, an affiliate of Insignia. In connection with these transactions,
affiliates of Insignia appointed new officers and directors of NPI Equity and
FCMC. See "Item 9. Directors, Executive Officers, Promoters and Control
Persons, Compliance with Section 16(a) of the Exchange Act" for information on
the directors and executive officers of the Partnership.
On March 17, 1998, Insignia entered into an agreement to merge its national
residential property management operations, and its controlling interest in
Insignia Properties Trust, with Apartment Investment and Management Company
("AIMCO"), a publicly traded real estate investment trust. The closing, which
is anticipated to happen in the third quarter of 1998, is subject to customary
conditions, including government approvals and the approval of Insignia's
shareholders. If the closing occurs, AIMCO will then control the Managing
General Partner of the Partnership.
ITEM 2. DESCRIPTION OF PROPERTIES
The following table sets forth the Partnership's investments in properties:
Date of
Property Purchase Type of Ownership (2) Use
Crabtree Office Center 12/84 Fee Ownership Office Building-
Raleigh, North Carolina 59,000 sq. ft.
Linpro Park I 3/85 Fee Ownership Office Building-
Reston, Virginia 75,000 sq. ft.
Metcalf 103 Office Park 4/91 Fee Ownership Office Building-
Overland Park, Kansas 62,000 sq. ft.
Commonwealth Centre 10/84 Fee Ownership Business Park-
Dallas, Texas 109,000 sq. ft.
Highland Park Commerce Center (1) Fee Ownership Business Park-
Charlotte, North Carolina 106,000 sq. ft.
Harbor Club Downs 5/92 Fee Ownership Apartment-
Palm Harbor, Florida 272 units
The Corners Apartments 11/92 Fee Ownership Apartment-
Spartanburg, South Carolina 176 units
(1) Highland Park Commerce Center was acquired in separate transactions on
November 5, 1985 and February 12, 1986, respectively.
(2) The Non-Recourse Promissory Notes are secured by a deed of trust on all
properties owned by the Partnership.
SCHEDULE OF PROPERTIES (IN THOUSANDS):
Gross
Carrying Accumulated Federal
Property Value Depreciation Rate Method Tax Basis
Crabtree $ 8,713 $ 3,353 5-39 yrs S/L $ 3,802
Linpro 7,938 4,409 5-39 yrs S/L 4,486
Metcalf 3,153 611 5-39 yrs S/L 2,819
Commonwealth 6,399 3,715 5-39 yrs S/L 5,410
Highland Park 10,532 3,608 5-39 yrs S/L 5,506
Harbor Club 8,981 1,600 5-30 yrs S/L 7,368
The Corners 3,907 716 5-30 yrs S/L 3,140
Total $49,623 $18,012 $32,531
See "Note B" to the financial statements in "Item 7. Financial Statements" for a
description of the Partnership's depreciation policy.
The Partnership has Non-Recourse Promissory Notes secured by a deed of trust on
all properties owned by the Partnership. The Promissory Notes bear interest at
eight percent per annum except that interest of up to four percent may be
deferred, provided the Partnership makes interest payments on the unpaid
principal balance of at least four percent per annum. The deferred interest does
not bear interest. The Promissory Notes are due November 30, 1998. In accordance
with the Partnership Agreement and the Trust Indenture, upon the sale, repayment
or other disposition of any Partnership properties or Partnership mortgage
loans, 98 percent of the resulting cash proceeds are first allocated to the
payment of Promissory Notes until such Promissory Notes are repaid. Promissory
Note holders are also entitled to the payment of residual interest after
specified payments to the general partner and Individual Unit holders as set
forth in the Trust Indenture. The Managing General Partner is currently
evaluating the feasibility of selling some of the Partnership's properties in
order to pay off the outstanding Promissory Notes and/or seeking to either
extend the maturity date of the Promissory Notes or find replacement financing.
However, there can be no assurance that these courses of action will be
successful and that the Partnership will have sufficient funds to meet its 1998
obligations.
SCHEDULE OF RENTAL RENTS AND OCCUPANCY:
Average Annual Rental Rates Average Occupancy
Property 1997 1996 1997 1996
Crabtree $ 16.44/sq. ft. $ 15.43/sq. ft. 99% 98%
Linpro 17.06/sq. ft. 16.50/sq. ft. 100% 98%
Metcalf 11.25/sq. ft. 10.85/sq. ft. 97% 98%
Commonwealth 4.90/sq. ft. 4.77/sq. ft. 87% 79%
Highland Park 9.44/sq. ft. 9.47/sq. ft. 94% 94%
Harbor Club 7,546/unit 7,277/unit 95% 95%
The Corners 5,680/unit 5,527/unit 93% 94%
The increase in occupancy at Commonwealth Centre is due to two new tenants
occupying a total of 20,456 square feet, which represents approximately 19% of
the total space. At December 31, 1997, Commonwealth Centre was 100% occupied.
As noted under "Item 1. Description of Business", the real estate industry is
highly competitive. All of the properties of the Partnership are subject to
competition from other properties in the area. The Managing General Partner
believes that all of the properties are adequately insured. The multi-family
residential properties' lease terms are for one year or less. No individual
residential property tenant leases 10% or more of the available rental space.
The following is a schedule of the lease expirations for the years 1998-2007:
Number of Square Annual % Of Gross
Expirations Feet Rent Annual Rent
(in thousands)
CRABTREE
1998 3 9,276 $ 166 16.7%
1999 3 9,209 143 14.4%
2000 5 25,467 430 43.3%
2001 1 5,298 92 9.2%
2002 4 9,588 163 16.4%
2003-2007 0 -- -- --
LINPRO
1998-2001 0 -- $ -- --
2002 2 65,879 1,383 100.0%
2003-2007 0 -- -- --
METCALF
1998 9 15,174 $ 179 26.8%
1999 3 8,468 92 13.8%
2000 3 18,381 189 28.2%
2001 2 8,500 87 13.0%
2002 2 8,124 105 15.7%
2003-2007 0 -- -- --
COMMONWEALTH
1998 4 26,347 $ 126 24.1%
1999 6 34,157 150 28.8%
2000 3 20,109 96 18.4%
2001 1 2,769 13 2.5%
2002 3 15,567 90 17.2%
2003-2007 0 -- -- --
HIGHLAND PARK
1998 5 15,182 $ 156 15.8%
1999 3 18,362 159 16.0%
2000 12 49,357 497 50.3%
2001 1 5,201 46 4.6%
2002 2 9,396 66 6.7%
2003-2006 0 -- -- --
2007 1 4,212 59 5.9%
The following schedule reflects information on tenants occupying 10% or more of
leasable square footage at December 31, 1997:
Nature of Square Footage Annual Rent Per Lease
Business Leased Square Foot Expiration
CRABTREE
Investment Company 7,770 $ 17.34 10/31/2000
Medical Services 9,981 17.39 4/30/2000
LINPRO
Government Agency 57,127 21.50 12/31/2002
Real Estate 8,757 17.68 12/15/2002
METCALF
Business Offices 14,426 10.09 10/31/2000
Medical Services 7,238 10.29 10/31/2001
COMMONWEALTH
Florist 14,580 3.98 4/15/1999
Wine Shop 14,873 4.50 5/31/2000
HIGHLAND PARK
Software Designer 17,860 10.50 10/31/2000
Bank 15,010 8.72 3/31/1999
Real estate taxes (in thousands) and rates in 1997 for each property were as
follows:
1997 1997
Billing Rate
Crabtree $46 1.17%
Linpro 79 1.29%
Metcalf 57 2.48%
Commonwealth 75 2.56%
Highland Park 69 1.25%
Harbor Club 170 2.08%
The Corners 81 2.69%
ITEM 3. LEGAL PROCEEDINGS
Adrian Charles Pastori, on his own behalf and for all others similarly situated
vs. Century Properties Fund XX et al., California Superior Court for County of
San Francisco, Case No. 960684.
In January 1994, an investor in the Partnership filed a putative class action
lawsuit for monetary damages in Superior Court of the County of San Diego,
California, against the Partnership, its general partner, Fox Partners III, the
general partners of Fox Partners III, and others. The lawsuit alleges that the
prospectus for the Partnership contained material misrepresentations and
omissions. In April 1994, the Court granted defendants' motion to have the venue
of the case transferred from San Diego County to San Francisco County.
Plaintiff's amended complaint alleges causes of action premised on negligence,
fraud, and breach of fiduciary duty. The Partnership filed its answer in the
case. In August 1996, the court denied plaintiff's motion to have a class of
all unit holders certified. In August 1997, the California Court of Appeals
affirmed the trial court's denial of class certification. The Plaintiff
appealed this ruling. In October 1997, the California Supreme Court denied
review of the determination of the Court of Appeals. The Partnership intends to
vigorously defend this action. The ultimate outcome of the litigation cannot
presently be determined, however, the Managing General Partner does not believe
that the litigation will have a material adverse effect on the Partnership.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
During the fiscal year ended December 31, 1997, no matter was submitted to a
vote of unit holders through the solicitation of proxies or otherwise.
PART II
ITEM 5. MARKET FOR PARTNERSHIP EQUITY AND RELATED PARTNER MATTERS
The Partnership, a publicly-held limited partnership, sold 61,814 Individual
Investor Units during its offering period through April 1985. As of January 1,
1998, the number of holders of Individual Investor Units was 1,931. There is
no intention to sell additional Individual Investor Units nor is there an
established market for these Units.
Future cash distributions will depend on the levels of net cash generated from
operations, property sales, refinancings, and the availability of cash reserves.
No cash distributions were made to the limited partners in 1997 or 1996.
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF ORGANIZATION
This item should be read in conjunction with the financial statements and other
items contained elsewhere in this report.
Results of Operations
The Partnership's net loss for the year ended December 31, 1997, was
approximately $1,092,000 versus a net loss of approximately $1,510,000 for the
year ended December 31, 1996. The decrease in net loss is attributable to an
increase in other income and decreases in operating, depreciation, and general
and administrative expenses. The increase in other income is primarily due to an
increase in interest income as a result of increased cash balances. The
decrease in operating expense is primarily due to decreases in major repairs and
maintenance at Harbor Club Downs and The Corners Apartments. Included in
operating expense for the twelve month period ended December 31, 1997, is
approximately $145,000 of major repairs and maintenance, comprised primarily of
parking lot repairs, exterior building repairs, and landscaping. Included in
operating expense for the twelve month period ended December 31, 1996, is
approximately $229,000 of major repairs and maintenance, comprised primarily of
exterior painting, exterior building repairs, and landscaping. The decrease in
depreciation expense is the result of certain assets becoming fully depreciated
in 1996. General and administrative expenses decreased primarily due to the
decrease in expense related to investor correspondence. During 1996, the
Partnership utilized a third party company to process the semi-annual interest
payments on the Promissory Notes along with the associated correspondence. In
1997, the Partnership began to utilize an affiliate of Insignia for this
processing.
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.
Liquidity and Capital Resources
At December 31, 1997, the Partnership had cash and cash equivalents of
approximately $7,314,000 compared to approximately $6,274,000 at December 31,
1996. The net increase in cash and cash equivalents for the year ended December
31, 1997, was approximately $1,040,000 compared to an increase of approximately
$1,028,000 for the comparable period in 1996. Net cash provided by operating
activities increased primarily as a result of an increase in interest income and
decreases in operating and general and administrative expenses, as discussed
above. Net cash used in investing activities increased due to an increase in
property improvements and replacements. Net cash used in financing activities
was constant.
The mortgage indebtedness of the Partnership consists of Non-Recourse Promissory
Notes totaling $47,753,000 in principal and deferred interest which matures on
November 30, 1998. The Managing General Partner is currently evaluating the
feasibility of selling some of the Partnership's properties in order to pay off
the outstanding Promissory Notes and/or seeking to either extend the maturity
date of the Promissory Notes or find replacement financing. However, there can
be no assurance that these courses of action will be successful and that the
Partnership will have sufficient funds to meet its 1998 obligations. Future
cash distributions will depend on the levels of net cash generated from
operations, property sales, refinancings and the availability of cash reserves.
No cash distributions to the limited partners were made in 1996 or 1997.
Year 2000
The Partnership is dependent upon the Managing General Partner and Insignia for
management and administrative services. Insignia has completed an assessment
and will have to modify or replace portions of its software so that its computer
systems will function properly with respect to dates in the year 2000 and
thereafter (the "Year 2000 Issue"). The project is estimated to be completed
not later than December 31, 1998, which is prior to any anticipated impact on
its operating systems. The Managing General Partner believes that with
modifications to existing software and conversions to new software, the Year
2000 Issue will not pose significant operational problems for its computer
systems. However, if such modifications and conversions are not made, or are not
completed timely, the Year 2000 Issue could have a material impact on the
operations of the Partnership.
Other
Certain items discussed in this annual report may constitute forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of
1995 (the "Reform Act") and as such may involve known and unknown risks,
uncertainties and other factors which may cause the actual results, performance
or achievements of the Partnership to be materially different from any future
results, performance or achievements expressed or implied by such forward-
looking statements. Such forward-looking statements speak only as of the date of
this annual report. The Partnership expressly disclaims any obligation or
undertaking to release publicly any updates of revisions to any forward-looking
statements contained herein to reflect any change in the Partnership's
expectations with regard thereto or any change in events, conditions or
circumstances on which any such statement is based.
ITEM 7. FINANCIAL STATEMENTS
CENTURY PROPERTIES FUND XX
LIST OF FINANCIAL STATEMENTS
Report of Independent Auditors'
Balance Sheet - December 31, 1997
Statements of Operations - Years ended December 31, 1997 and 1996
Statements of Changes in Partners' Deficit - Years ended
December 31, 1997 and 1996
Statements of Cash Flows - Years ended December 31, 1997 and 1996
Notes to Financial Statements
Independent Auditors' Report
To the Partners
Century Properties Fund XX
Greenville, South Carolina
We have audited the accompanying balance sheet of Century Properties Fund XX (a
limited partnership) (the "Partnership") as of December 31, 1997, and the
related statements of operations, changes in partners' deficit and cash flows
for each of the two years in the period ended December 31, 1997. These
financial statements are the responsibility of the Partnership's management.
Our responsibility is to express an opinion on these financial statements based
on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audits to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
The accompanying financial statements have been prepared assuming that the
Partnership will continue as a going concern. As discussed in Note A to the
financial statements, the Partnership's Non-Recourse Promissory Notes, totaling
approximately $48,903,000 in principal and interest, mature on November 30,
1998. This matter raises substantial doubt about the Partnership's ability to
continue as a going concern. Management's plans in regard to this matter are
also described in Note A. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Century Properties Fund XX as
of December 31, 1997, and the results of its operations and its cash flows for
each of the two years in the period ended December 31, 1997, in conformity with
generally accepted accounting principles.
/s/IMOWITZ KOENIG & CO., LLP
Certified Public Accountants
New York, NY
February 16, 1998
CENTURY PROPERTIES FUND XX
BALANCE SHEET
December 31, 1997
(in thousands, except unit data)
Assets
Cash and cash equivalents $ 7,314
Receivables and deposits 260
Other assets 1,036
Investment properties (Notes B & G):
Land $ 6,495
Buildings and related personal property 43,128
49,623
Less accumulated depreciation (18,012) 31,611
$ 40,221
Liabilities and Partners' Deficit
Liabilities
Accounts payable $ 48
Tenant security deposits payable 182
Accrued property taxes 13
Accrued interest-promissory notes (Note C) 314
Other liabilities 64
Non-Recourse Promissory Notes (Notes A & C):
Principal 31,386
Deferred interest payable 16,367
Partners' Deficit
General partner's $ (1,475)
Limited partners' (61,814 units outstanding) (6,678) (8,153)
$ 40,221
See Accompanying Notes to Financial Statements
CENTURY PROPERTIES FUND XX
STATEMENTS OF OPERATIONS
(in thousands, except unit data)
Years Ended December 31,
1997 1996
Revenues:
Rental income $ 7,199 $ 7,225
Other income 525 400
Total revenues 7,724 7,625
Expenses:
Interest to promissory note holders 2,511 2,508
Operating 2,934 3,013
Depreciation 1,609 1,816
Amortization of sales commissions and
organizational costs 325 325
General and administrative 833 917
Property taxes 604 556
Total expenses 8,816 9,135
Net loss $ (1,092) $ (1,510)
Net loss allocated to general partner (2%) $ (22) $ (30)
Net loss allocated to limited partners (98%) (1,070) (1,480)
$ (1,092) $ (1,510)
Net loss per limited partnership unit $ (17.31) $ (23.94)
See Accompanying Notes to Financial Statements
CENTURY PROPERTIES FUND XX
STATEMENTS OF CHANGES IN PARTNERS' DEFICIT
(in thousands, except unit data)
<TABLE>
<CAPTION>
Limited
Partnership General Limited
Units Partner's Partners' Total
<S> <C> <C> <C> <C>
Original capital contributions 61,814 $ -- $30,907 $30,907
Partners' deficit at
December 31, 1995 61,814 $(1,371) $(4,128) $(5,499)
Net loss for the year ended
December 31, 1996 -- (30) (1,480) (1,510)
Distributions to general partner -- (26) -- (26)
Partners' deficit at
December 31, 1996 61,814 (1,427) (5,608) (7,035)
Net loss for the year ended
December 31, 1997 -- (22) (1,070) (1,092)
Distributions to general partner -- (26) -- (26)
Partners' deficit at
December 31, 1997 61,814 $(1,475) $(6,678) $(8,153)
<FN>
See Accompanying Notes to Financial Statements
</FN>
</TABLE>
CENTURY PROPERTIES FUND XX
STATEMENTS OF CASH FLOWS
(in thousands)
Years Ended December 31,
1997 1996
Cash flows from operating activities:
Net loss $(1,092) $ (1,510)
Adjustments to reconcile net loss to
net cash provided by operating activities:
Depreciation 1,609 1,816
Amortization of deferred charges 507 516
Deferred interest on non-recourse
promissory notes 1,255 1,256
Loss on disposal of property -- 13
Change in accounts:
Receivables and deposits 192 (125)
Other assets (353) (183)
Accounts payable (86) 133
Tenant security deposits payable 9 (17)
Accrued property taxes (166) 79
Other liabilities 11 (314)
Net cash provided by operating activities 1,886 1,664
Cash flows used in investing activities:
Property improvements and replacements (820) (610)
Cash flows used in financing activities:
Cash distributions to general partner (26) (26)
Net increase in cash and cash equivalents 1,040 1,028
Cash and cash equivalents at beginning of period 6,274 5,246
Cash and cash equivalents at end of period $ 7,314 $ 6,274
Supplemental disclosure of cash flow information:
Cash paid for interest $ 1,255 $ 1,255
See Accompanying Notes to Financial Statements
CENTURY PROPERTIES FUND XX
Notes to Financial Statements
December 31, 1997
NOTE A - GOING CONCERN
The accompanying financial statements have been prepared assuming the
Partnership will continue as a going concern, which contemplates the realization
of assets and satisfaction of liabilities in the normal course of business. As
discussed in "Note C", the Non-Recourse Promissory Notes (the "Notes"), totaling
approximately $48,903,000 in principal and deferred interest, mature on November
30, 1998. The Managing General Partner is currently evaluating the feasibility
of selling some of the Partnership's properties in order to pay off the
outstanding Notes and/or seeking to either extend the maturity date of the Notes
or find replacement financing. However, there can be no assurance that these
courses of action will be successful and that the Partnership will have
sufficient funds to meet its 1998 obligations. 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 - ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES
Organization:
The Partnership is a limited partnership organized in 1983 under the laws of the
State of California to acquire, manage and ultimately sell income-producing real
properties, and invest in, service and ultimately collect or dispose of mortgage
loans on income-producing real properties. The Partnership currently owns three
office buildings located in North Carolina, Virginia and Kansas, two business
parks located in Texas and North Carolina, and two apartment complexes located
in Florida and South Carolina. The general partner of the Partnership is Fox
Partners III, a California general partnership whose general partners are Fox
Capital Management Corporation ("FCMC or the "Managing General Partner"), a
California corporation, Fox Realty Investors ("FRI"), a California general
partnership, and Fox Partners 84, a California general partnership. The capital
contributions of $30,907,000 ($500 per unit) were made by Individual Investor
Unit holders.
Use of Estimates:
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the amounts reported in the financial statements and accompanying notes.
Actual results could differ from those estimates.
Allocation of Income, Loss, and Distributions:
Net income, net loss, and distributions of cash of the Partnership are allocated
between general and limited partners in accordance with the provisions of the
partnership agreement.
Fair Value of Financial Instruments:
Statement of Financial Accounting Standards ("SFAS") No. 107, "Disclosures about
Fair Value of Financial Instruments", as amended by SFAS No. 119, "Disclosures
about Derivative Financial Instruments and Fair Value of Financial Instruments",
requires disclosure of fair value information about financial instruments,
whether or not recognized in the balance sheet, for which it is practicable to
estimate fair value. Fair value is defined in the SFAS as the amount at which
the instruments could be exchanged in a current transaction between willing
parties, other than in a forced or liquidation sale. The Partnership believes
that the carrying amount of its financial instruments (except for long term
debt) approximates their fair value due to the short term maturity of these
instruments. The fair value of the Partnership's Non-Recourse Promissory Notes
is not practicable to estimate.
Cash and Cash Equivalents:
The Partnership considers all highly liquid investments with a maturity, when
purchased, of three months or less to be cash equivalents. At certain times,
the amount of cash deposited at a bank may exceed the limit on insured deposits.
Security Deposits:
The Partnership requires security deposits from lessees for the duration of the
lease and such deposits are included in receivables and deposits. The security
deposits are refunded when the tenant vacates, provided the tenant has not
damaged its space, and is current on its rental payments.
Investment Properties:
Investment properties are stated at cost. Acquisition fees are capitalized as a
cost of real estate. In accordance with SFAS No. 121, "Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of,"
the Partnership records impairment losses on long-lived assets used in
operations when events and circumstances indicate that the assets might be
impaired and the undiscounted cash flows estimated to be generated by those
assets are less than the carrying amount of those assets.
Depreciation:
Depreciation is computed by the straight-line method over estimated useful lives
ranging from 15 to 39 years for buildings and improvements and five to seven
years for furnishings.
Deferred Charges:
Included in other assets are sales commissions, organization expenses and lease
commissions. Sales commissions and organization expenses related to the Notes
are deferred and amortized by the straight-line method over the life of the
Promissory Notes. Leasing commissions are deferred and amortized over the lives
of the related leases. Such amortization is charged to operating expense. At
December 31, 1997, the cost of deferred charges totaled approximately
$7,602,000. At December 31, 1997, accumulated amortization of deferred charges
totaled approximately $6,793,000.
Income Taxes:
Taxable income or loss of the Partnership is reported in the income tax returns
of its partners. Accordingly, no provision for income taxes is made in the
financial statements of the Partnership.
Leases:
The Partnership generally leases apartment units for twelve-month terms or less.
The Partnership recognizes income as earned on these leases.
The Partnership leases commercial space to tenants under various lease terms.
For leases containing fixed rental increases during their term, rents are
recognized on a straight-line basis over the terms of the leases. For all other
commercial leases, rents are recognized over the terms of the leases as earned.
Advertising Costs:
Advertising costs of approximately $48,000 in 1997 and $43,000 in 1996 were
charged to expense as incurred and are included in operating expenses.
Reclassifications:
Certain reclassifications have been made to the 1996 balances to conform to the
1997 presentation.
NOTE C - NON-RECOURSE PROMISSORY NOTES
The Partnership has Promissory Notes secured by a deed of trust on all
properties owned by the Partnership. The Promissory Notes bear interest at
eight percent per annum except that interest of up to four percent may be
deferred, provided the Partnership makes interest payments on the unpaid
principal balance of at least four percent per annum. The deferred interest does
not bear interest. The Promissory Notes are due November 30, 1998. In accordance
with the Partnership Agreement and the Trust Indenture, upon the sale, repayment
or other disposition of any Partnership properties or Partnership mortgage
loans, 98 percent of the resulting cash proceeds are first allocated to the
payment of Promissory Notes until such Promissory Notes are repaid. Promissory
Note holders are also entitled to the payment of residual interest after
specified payments to the general partner and Individual Unit holders as set
forth in the Trust Indenture. Refer to "Note A" for discussion regarding the
Managing General Partner's intentions to meet its obligation when the Promissory
Notes mature.
NOTE D - INCOME TAXES
The differences between the accrual method of accounting for income tax
reporting and the accrual method of accounting used in the financial statements
are as follows (in thousands, except unit data):
1997 1996
Net loss per financial statements $ (1,092) $ (1,510)
Differences resulted from:
Original issue discount (695) (571)
Depreciation (543) (367)
Capitalized expenses 34 23
Deferred and prepaid rent 36 (520)
Other (11) 16
Federal taxable loss $ (2,271) $ (2,929)
Federal taxable loss per limited
partnership unit $ (36.00) $ (46.43)
The following is a reconciliation between the Partnership's reported amounts and
Federal tax basis of net assets and liabilities (in thousands):
Net liabilities as reported $ (8,153)
Differences resulted from:
Sales commissions 2,482
Organization expenses 2,069
Original issue discount 763
Foreclosures of mortgage loan
receivable 238
Payments credited to rental property 280
Acquisition costs expensed (34)
Depreciation (6,646)
Provision for impairment of value 6,296
Capitalized expenses 979
Provision for bad debts 11
Deferred and prepaid rent (484)
Other 134
Net liabilities - tax basis $ (2,065)
NOTE E - 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.
Pursuant to a series of transactions which closed during 1996, affiliates of
Insignia Financial Group, Inc. ("Insignia") acquired all of the issued and
outstanding shares of stock of FCMC, NPI Equity Investments II, Inc. ("NPI
Equity"), the managing general partner of FRI, and National Property Investors,
Inc. ("NPI"). NPI was the sole stockholder of NPI Equity until December 31,
1996, at which time the stock of NPI Equity was acquired by Insignia Properties
Trust, an affiliate of Insignia. In connection with these transactions,
affiliates of Insignia appointed new officers and directors of NPI Equity and
FCMC.
The following transactions with affiliates of Insignia, NPI, and affiliates of
NPI were incurred during the twelve month periods ended December 31, 1997 and
1996 (in thousands):
1997 1996
Property management fees (included in operating
expenses) $ 150 $ 144
Reimbursement for services of affiliates (included
in general and administrative and operating
expenses) 218 223
Partnership management fees (included in general
and administrative expenses) 72 72
For the period from January 19, 1996, to August 31, 1997, the Partnership
insured its properties under a master policy through an agency and insurer
unaffiliated with the Managing General Partner. An affiliate of the Managing
General Partner acquired, in the acquisition of a business, certain financial
obligations from an insurance agency which was later acquired by the agent who
placed the master policy. The agent assumed the financial obligations to the
affiliate of the Managing General Partner who received payments on these
obligations from the agent. The amount of the Partnership's insurance premiums
accruing to the benefit of the affiliate of the Managing General Partner by
virtue of the agent's obligations is not significant.
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
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 1997 or 1996.
NOTE F - SIGNIFICANT TENANT AND MINIMUM FUTURE RENTAL REVENUES
Rental revenue from one tenant at Linpro Park I represented approximately 16
percent and 15 percent of total Partnership rental income in 1997 and 1996,
respectively. The tenant's lease is scheduled to expire in December 2002.
Minimum future rental revenues from operating leases having initial or remaining
non cancelable lease terms in excess of one year at December 31, 1997, are as
follows (in thousands):
1998 $ 4,222
1999 3,528
2000 2,923
2001 1,996
2002 1,669
Thereafter 233
$ 14,571
Amortization of deferred leasing commissions totaled approximately $182,000 and
$191,000 for the years ended December 31, 1997, and 1996, respectively.
NOTE G - INVESTMENT PROPERTIES AND ACCUMULATED DEPRECIATION (IN THOUSANDS):
<TABLE>
<CAPTION>
Initial Cost
To Partnership
Net Costs
Buildings Capitalized
and Related (Written Down)
Encrum- Personal Subsequent to
Description brances(1) Land Property Acquisition
<S> <C> <C> <C> <C>
Crabtree Office Center $ -- $ 966 $ 6,409 $ 1,338
Linpro Park I -- 1,089 7,882 (1,033)
Metcalf 103 Office Park -- 810 1,565 778
Commonwealth Center -- 1,929 6,300 (1,830)
Highland Park -- 1,256 7,884 1,392
Harbor Club Downs -- 1,416 6,864 701
The Corners Apartments -- 419 3,102 386
Totals $ -- $ 7,885 $ 40,006 $ 1,732
<FN>
(1) The Non-Recourse Promissory Notes are secured by a deed of trust on all
Properties owned by the Partnership. See "Note C" for a further Discussion.
</FN>
</TABLE>
<TABLE>
<CAPTION>
Gross Amount At Which Carried
December 31, 1997
Buildings and Accum- Year Date Deprec-
Related ulated Of Of iable
Personal Depre- Constru- Acqui- Life-
Description Land Property Total ciation ction sition Years
<S> <C> <C> <C> <C> <C> <C> <C>
Crabtree Office Center $ 962 $ 7,751 $ 8,713 $ 3,353 1983 12/84 5-39
Linpro Park I 693 7,245 7,938 4,409 1982 03/85 5-39
Metcalf 103 Office Park 810 2,343 3,153 611 1973 04/91 5-39
Commonwealth Center 964 5,435 6,399 3,715 1980 10/84 5-39
Highland Park 1,231 9,301 10,532 3,608 1986 11/85-02/86 5-39
Harbor Club Downs 1,416 7,565 8,981 1,600 1986 05/92 5-30
The Corners Apartments 419 3,488 3,907 716 1974 11/92 5-30
Totals $6,495 $43,128 $49,623 $18,012
</TABLE>
Reconciliation of Investment Properties and Accumulated Depreciation:
Years Ended December 31,
1997 1996
Investment Properties
Balance at beginning of year $ 48,803 $ 48,242
Property improvements 820 610
Disposals of property -- (49)
Balance at end of year $ 49,623 $ 48,803
Accumulated Depreciation
Balance at beginning of year $ 16,403 $ 14,623
Additions charged to expense 1,609 1,816
Disposals of property -- (36)
Balance at end of year $ 18,012 $ 16,403
The aggregate cost of the real estate for Federal income tax purposes at
December 31, 1997 and 1996, respectively, is approximately $57,227,000 and
$56,373,000. The accumulated depreciation taken for Federal income tax purposes
at December 31, 1997 and 1996, respectively, is approximately $24,696,000 and
$22,543,000.
NOTE H - 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 Managing General Partner is currently in negotiations
with the trustee to either collect on the certificate or extend the maturity
date. The amount the Partnership will ultimately receive under the certificate,
which is subject to contingencies, is uncertain. Accordingly, the certificate
will be recorded in the financial statements if and when payment is received.
NOTE I - LEGAL PROCEEDINGS
Adrian Charles Pastori, on his own behalf and for all others similarly situated
vs. Century Properties Fund XX et al., California Superior Court for County of
San Francisco, Case No. 960684.
In January 1994, an investor in the Partnership filed a putative class action
lawsuit for monetary damages in Superior Court of the County of San Diego,
California, against the Partnership, its general partner, Fox Partners III, the
general partners of Fox Partners III, and others. The lawsuit alleges that the
prospectus for the Partnership contained material misrepresentations and
omissions. In April 1994, the Court granted defendants' motion to have the
venue of the case transferred from San Diego County to San Francisco County.
Plaintiff's amended complaint alleges causes of action premised on negligence,
fraud, and breach of fiduciary duty. The Partnership filed its answer in the
case. In August 1996, the court denied plaintiff's motion to have a class of
all unit holders certified. In August 1997, the California Court of Appeals
affirmed the trial court's denial of class certification. The Plaintiff
appealed this ruling. In October 1997, the California Supreme Court denied
review of the determination of the Court of Appeals. The Partnership intends to
vigorously defend this action. The ultimate outcome of the litigation cannot
presently be determined, however, the Managing General Partner does not believe
that the litigation will have a material adverse effect on the Partnership.
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
There were no disagreements with Imowitz Koenig & Co., LLP regarding the 1997
or 1996 audits of the Partnership's financial statements.
PART III
ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS,
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
The Partnership does not have any officers or directors. The managing general
partner of the Partnership, Fox Capital Management Corporation ("FCMC" or the
"Managing General Partner"), manages and controls substantially all of the
Partnership's affairs and has general responsibility and ultimate authority in
all matters affecting its business.
The names of the directors and executive officers of the Managing General
Partner as of January 29, 1998, their ages and nature of all positions with FCMC
presently held by them are as follows:
Name Age Position
William H. Jarrard, Jr. 51 President and Director
Ronald Uretta 41 Vice President and Treasurer
Martha L. Long 38 Controller
Robert D. Long, Jr. 30 Vice President
Daniel M. LeBey 32 Vice President and Secretary
Kelley M. Buechler 40 Assistant Secretary
William H. Jarrard, Jr. has been President and a Director of the Managing
General Partner since June 1996. He has acted as Senior Vice President of
Insignia Properties Trust ("IPT"), parent of the Managing General Partner, since
May 1997. Mr. Jarrard previously acted as Managing Director - Partnership
Administration of Insignia Financial Group, Inc. ("Insignia") from January 1991
through September 1997 and served as Managing Director - Partnership
Administration and Asset Management of Insignia from July 1994 until January
1996.
Ronald Uretta has been Vice President and Treasurer of the Managing General
Partner since June 1996, and Insignia's Treasurer since January 1992. Since
August 1996, he has also served as Insignia's Chief Operating Officer. He has
also served as Insignia's Secretary from January 1992 to June 1996, and as
Insignia's Chief Financial Officer from January 1992 to August 1996.
Martha L. Long has been Controller of the Managing General Partner since
December 1996 and Senior Vice President - Finance and Controller of Insignia
since January 1997. In June 1994, Ms. Long joined Insignia as its Controller,
and was promoted to Senior Vice President - Finance in January 1997. Prior to
that time, she was Senior Vice President and Controller of the First Savings
Bank, in Greenville, SC.
Robert D. Long, Jr. has been Vice President of the Managing General Partner
since January 2, 1998. Mr. Long joined Metropolitan Asset Enhancement, L.P.
("MAE"), an affiliate of Insignia, in September 1993. Since 1994 he has acted
as Vice President and Chief Accounting Officer of the MAE subsidiaries. Mr.
Long was an accountant for Insignia until joining MAE in 1993. Prior to joining
Insignia, Mr. Long was an auditor for the State of Tennessee and was associated
with the accounting firm of Harsman Lewis and Associates.
Daniel M. LeBey has been Vice President and Secretary of the Managing General
Partner since January 29, 1998, and Insignia's Assistant Secretary since April
30, 1997. Since July 1996 he has also served as Insignia's Associate General
Counsel. From September 1992 until June 1996, Mr. LeBey was an attorney with
the law firm of Alston & Bird LLP, Atlanta, Georgia.
Kelley M. Buechler has been Assistant Secretary of the Managing General Partner
since June 1996 and Assistant Secretary of Insignia since 1991.
No family relationships exist among any of the officers or directors of the
Managing General Partner.
ITEM 10. EXECUTIVE COMPENSATION
No direct form of compensation or remuneration was paid by the Partnership to
any officer or director of the Managing General Partner. The Partnership has no
plan, nor does the Partnership presently propose a plan, which will result in
any remuneration being paid to any officer or director upon termination of
employment. However, reimbursements and other payments have been made to the
Partnership's Managing General Partner and its affiliates, as described in "Item
12. Certain Relationship and Related Transactions".
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information regarding limited partnership
units of the Partnership owned by each person who is known by the Partnership to
own beneficially or exercise voting or dispositive control over more than 5% of
the Partnership's limited partnership units, by each of the Managing General
Partner's directors and by all directors and executive officers of the Managing
General Partner as a group as of January 1, 1998.
Name and address of Amount and nature of
Beneficial Owner Beneficial Owner % of Class
Independent Life & 3,180.0 5.14%
Accident
P.O. Box 3247
Houston, TX 77253 (1)
All directors and
executive officers as
a group (six persons) -- --
(1) Based solely on information set forth in the Schedule 13D filed by
Independent Life & Accident with the Securities and Exchange Commission.
On March 17, 1998, Insignia entered into an agreement to merge its national
residential property management operations, and its controlling interest in
Insignia Properties Trust, with Apartment Investment and Management Company
("AIMCO"), a publicly traded real estate investment trust. The closing, which
is anticipated to happen in the third quarter of 1998, is subject to customary
conditions, including government approvals and the approval of Insignia's
shareholders. If the closing occurs, AIMCO will then control the Managing
General Partner of the Partnership.
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The Partnership has no employees and is dependent on the Managing General
Partner and its affiliates for the management and administration of all
partnership activities. The Partnership Agreement provides for payments to
affiliates for services and as reimbursement of certain expenses incurred by
affiliates on behalf of the Partnership.
The general partner of the Partnership is Fox Partners III, a California general
partnership whose general partners are FCMC, Fox Realty Investors ("FRI"), a
California general partnership, and Fox Partners 84, a California general
partnership.
Pursuant to a series of transactions which closed during 1996, affiliates of
Insignia Financial Group, Inc. ("Insignia") acquired all of the issued and
outstanding shares of stock of FCMC, NPI Equity Investments II, Inc. ("NPI
Equity"), the managing general partner of FRI, and National Property Investors,
Inc. ("NPI"). NPI was the sole stockholder of NPI Equity until December 31,
1996, at which time the stock of NPI Equity was acquired by Insignia Properties
Trust, an affiliate of Insignia. In connection with these transactions,
affiliates of Insignia appointed new officers and directors of NPI Equity and
FCMC.
The following transactions with affiliates of Insignia, NPI, and affiliates of
NPI were incurred during the twelve month periods ended December 31, 1997 and
1996 (in thousands):
1997 1996
Property management fees $ 150 $ 144
Reimbursement for services of affiliates 218 223
Partnership management fees 72 72
For the period from January 19, 1996, to August 31, 1997, the Partnership
insured its properties under a master policy through an agency and insurer
unaffiliated with the Managing General Partner. An affiliate of the Managing
General Partner acquired, in the acquisition of a business, certain financial
obligations from an insurance agency which was later acquired by the agent who
placed the master policy. The agent assumed the financial obligations to the
affiliate of the Managing General Partner who received payments on these
obligations from the agent. The amount of the Partnership's insurance premiums
accruing to the benefit of the affiliate of the Managing General Partner by
virtue of the agent's obligations is not significant.
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
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 1997 or 1996.
ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits: See Exhibit Index contained herein.
(b) Reports on Form 8-K filed during the fourth quarter of 1997: None.
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the Registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
CENTURY PROPERTIES FUND XX
By: Fox Partners III
Its General Partner
By: Fox Capital Management Corporation
Its Managing General Partner
By: /s/ William H. Jarrard, Jr.
William H. Jarrard, Jr.
President and Director
Date: March 30, 1998
In accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the Registrant and in the capacities and on the
date indicated.
/s/ William H. Jarrard, Jr. President March 30, 1998
William H. Jarrard, Jr. and Director
/s/ Ronald Uretta Vice President March 30, 1998
Ronald Uretta and Treasurer
EXHIBIT INDEX
Exhibit
2. NPI, Inc. Stock Purchase Agreement, dated as of
August 17, 1995, incorporated by reference to the
Partnership's Current Report on Form 8-K dated August
17, 1995.
3.4 Agreement of Limited Partnership incorporated by
reference to Exhibit A to the Prospectus of the
Partnership dated February 22, 1984, and November 8,
1984, and thereafter supplemented contained in the
Partnership Registration Statement on Form S-11 (Reg.
No. 2-88615).
27. Financial Data Schedule.
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from Century
Properties Fund XX 1997 Year-End 10-KSB and is qualified in its entirety by
reference to such 10-KSB filing.
</LEGEND>
<CIK> 0000736909
<NAME> CENTURY PROPERTIES FUND XX
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> DEC-31-1997
<CASH> 7,314
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0<F1>
<PP&E> 49,623
<DEPRECIATION> (18,012)
<TOTAL-ASSETS> 40,221
<CURRENT-LIABILITIES> 0<F1>
<BONDS> 47,753
0
0
<COMMON> 0
<OTHER-SE> (8,153)
<TOTAL-LIABILITY-AND-EQUITY> 40,221
<SALES> 0
<TOTAL-REVENUES> 7,724
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 6,305
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 2,511
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (1,092)
<EPS-PRIMARY> (17.31)<F2>
<EPS-DILUTED> 0
<FN>
<F1>Registrant has an unclassified balance sheet.
<F2>Multiplier is 1.
</FN>
</TABLE>
