-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, RKVVDLRA8QPXJP6PePBSF7MbhPkvlQ5iu4YQUCaMOPBOdL9FaNLonO7je/vrWo9B pLf8a+beo0hm+58H7+VXJQ== 0000780590-98-000003.txt : 19980331 0000780590-98-000003.hdr.sgml : 19980331 ACCESSION NUMBER: 0000780590-98-000003 CONFORMED SUBMISSION TYPE: 10KSB PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19971231 FILED AS OF DATE: 19980330 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: CENTURY PROPERTIES FUND XX CENTRAL INDEX KEY: 0000736909 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE [6500] IRS NUMBER: 942930770 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10KSB SEC ACT: SEC FILE NUMBER: 000-13408 FILM NUMBER: 98579589 BUSINESS ADDRESS: STREET 1: ONE INSIGNIA FINANCIAL PLZ STREET 2: PO BOX 1089 C/O INSIGNIA FINANCIAL GROUP CITY: GREENVILLE STATE: SC ZIP: 29602 BUSINESS PHONE: 8032391000 MAIL ADDRESS: STREET 1: POST & HEYMANN STREET 2: 5665 NORTHSIDE DRIVE NW CITY: ATLANTA STATE: GA ZIP: 30328 10KSB 1 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)
Limited Partnership General Limited Units Partner's Partners' Total 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) See Accompanying Notes to Financial Statements
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):
Initial Cost To Partnership Net Costs Buildings Capitalized and Related (Written Down) Encrum- Personal Subsequent to Description brances(1) Land Property Acquisition 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 (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.
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 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
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. EX-27 2
5 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. 0000736909 CENTURY PROPERTIES FUND XX 1,000 12-MOS DEC-31-1997 DEC-31-1997 7,314 0 0 0 0 0 49,623 (18,012) 40,221 0 47,753 0 0 0 (8,153) 40,221 0 7,724 0 0 6,305 0 2,511 0 0 0 0 0 0 (1,092) (17.31) 0 Registrant has an unclassified balance sheet. Multiplier is 1.
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