FORM 10-QSB--QUARTERLY OR TRANSITIONAL REPORT UNDER SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Quarterly or Transitional Report
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-QSB
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended March 31, 2000
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from _________to _________
Commission file number 0-9242
CENTURY PROPERTIES FUND XIV
(Exact name of small business issuer as specified in its charter)
California 94-2535195
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
55 Beattie Place, PO Box 1089
Greenville, South Carolina 29602
(Address of principal executive offices)
(864) 239-1000
(Issuer's telephone number)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the preceding 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___
<PAGE>
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
a)
CENTURY PROPERTIES FUND XIV
CONSOLIDATED BALANCE SHEET
(Unaudited)
(in thousands, except unit data)
March 31, 2000
<TABLE>
<CAPTION>
Assets
<S> <C>
Cash and cash equivalents $ 1,637
Receivables and deposits 297
Restricted escrows 147
Other assets 383
Investment properties:
Land $ 2,288
Buildings and related personal property 26,059
28,347
Less accumulated depreciation (16,150) 12,197
$ 14,661
Liabilities and Partners' Deficit
Liabilities
Accounts payable $ 110
Tenant security deposit liabilities 158
Accrued property taxes 99
Distribution payable 1,111
Other liabilities 287
Mortgage notes payable 18,261
Partners' Deficit
General partners $ (108)
Limited partners (64,806 units issued and
outstanding) (5,257) (5,365)
$ 14,661
</TABLE>
See Accompanying Notes to Consolidated Financial Statements
<PAGE>
b)
CENTURY PROPERTIES FUND XIV
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(in thousands, except unit data)
<TABLE>
<CAPTION>
Three Months Ended
March 31,
2000 1999
Revenues:
<S> <C> <C>
Rental income $1,346 $1,395
Other income 81 74
Total revenues 1,427 1,469
Expenses:
Operating 618 502
General and administrative 104 63
Depreciation 256 219
Interest 394 409
Property taxes 111 83
Total expenses 1,483 1,276
(Loss) income before extraordinary item (56) 193
Extraordinary loss on early extinguishment of debt
(Note E) (335) --
Net (loss) income $ (391) $ 193
Net (loss) income allocated to general partners (2%) $ (8) $ 4
Net (loss) income allocated to limited partners (98%) (383) 189
$ (391) $ 193
Per limited partnership unit:
(Loss) income before extraordinary item $(0.85) $ 2.92
Extraordinary loss on early extinguishment of debt (5.06) --
Net (loss) income $(5.91) $ 2.92
Distribution per limited partnership unit $34.18 $ --
</TABLE>
See Accompanying Notes to Consolidated Financial Statements
<PAGE>
c)
CENTURY PROPERTIES FUND XIV
CONSOLIDATED STATEMENT OF CHANGES IN PARTNERS' DEFICIT
(Unaudited)
(in thousands, except unit data)
<TABLE>
<CAPTION>
Limited
Partnership General Limited
Units Partners Partners Total
<S> <C> <C> <C> <C>
Original capital contributions 64,806 $ -- $64,806 $64,806
Partners' deficit at
December 31, 1999 64,806 $ (55) $(2,659) $(2,714)
Distribution to partners -- (45) (2,215) (2,260)
Net loss for the three months
ended March 31, 2000 -- (8) (383) (391)
Partners' deficit at
March 31, 2000 64,806 $ (108) $(5,257) $(5,365)
</TABLE>
See Accompanying Notes to Consolidated Financial Statements
<PAGE>
d)
CENTURY PROPERTIES FUND XIV
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(in thousands)
<TABLE>
<CAPTION>
Three Months Ended
March 31,
2000 1999
Cash flows from operating activities:
<S> <C> <C>
Net (loss) income $ (391) $ 193
Adjustments to reconcile net (loss) income to net cash
provided by operating activities:
Depreciation 256 219
Amortization of loan costs 12 16
Extraordinary loss on early extinguishment of debt 335 --
Change in accounts:
Receivables and deposits 140 (46)
Other assets -- (23)
Accounts payable (34) (119)
Tenant security deposit liabilities (5) 8
Accrued property taxes 22 33
Other liabilities (56) (65)
Net cash provided by operating activities 279 216
Cash flows from investing activities:
Property improvements and replacements (153) (95)
Net withdrawals from (deposits to) restricted escrows 58 (41)
Net cash used in investing activities (95) (136)
Cash flows from financing activities:
Payments on mortgage notes payable (23) (34)
Distributions to partners (1,329) --
Repayment of mortgage notes payable (9,660) --
Prepayment penalties paid (282) --
Loan costs paid (232) --
Proceeds from mortgage notes payable 12,150 --
Net cash provided by (used in) financing
activities 624 (34)
Net increase in cash and cash equivalents 808 46
Cash and cash equivalents at beginning of period 829 716
Cash and cash equivalents at end of period $ 1,637 $ 762
Supplemental disclosure of cash flow information:
Cash paid for interest $ 378 $ 394
Supplemental disclosure of non-cash activity:
Distribution payable $ 1,111 $ --
</TABLE>
See Accompanying Notes to Consolidated Financial Statements
<PAGE>
e)
CENTURY PROPERTIES FUND XIV
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Note A - Basis of Presentation
The accompanying unaudited consolidated financial statements of Century
Properties Fund XIV (the "Partnership" or the "Registrant") have been prepared
in accordance with generally accepted accounting principles for interim
financial information and with the instructions to Form 10-QSB and Item 310(b)
of Regulation S-B. Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements. In the opinion of Fox Capital Management Corporation, a
California corporation ("FCMC" or the "Managing General Partner"), all
adjustments (consisting of normal recurring accruals) considered necessary for a
fair presentation have been included. Operating results for the three month
period ended March 31, 2000 are not necessarily indicative of the results that
may be expected for the fiscal year ending December 31, 2000. For further
information, refer to the consolidated financial statements and footnotes
thereto included in the Partnership's Annual Report on Form 10-KSB for the
fiscal year ended December 31, 1999.
Principles of Consolidation
The Partnership's financial statements include the accounts of Century St.
Charleston, LP, Century Sun River LP, and Century Torrey Pines, LP. The
Partnership ultimately owns 100% of these partnerships and has the ability to
control the major operating and financial policies of these partnerships. All
interpartnership transactions have been eliminated.
Note B - Transfer of Control
Pursuant to a series of transactions which closed on October 1, 1998 and
February 26, 1999, Insignia Financial Group, Inc. and Insignia Properties Trust
merged into Apartment Investment and Management Company ("AIMCO"), a publicly
traded real estate investment trust, with AIMCO being the surviving corporation
(the "Insignia Merger"). As a result, AIMCO acquired 100% ownership interest in
the Managing General Partner. The Managing General Partner does not believe that
this transaction has had or will have a material effect on the affairs and
operations of the Partnership.
Note C - Transactions with Affiliated Parties
The general partners of the Partnership are FCMC and Fox Realty Investors
("FRI"), a California general partnership. NPI Equity Investments II, Inc., a
Florida corporation and a wholly owned subsidiary of AIMCO, is the general
partner of FRI.
The Partnership has no employees and is dependent on the Managing General
Partner and its affiliates for the management and administration of all
partnership activities. The Partnership Agreement provides for payments to
affiliates for services and as reimbursement of certain expenses incurred by
affiliates on behalf of the Partnership.
The following transactions with affiliates of the Managing General Partner were
incurred during the three months ended March 31, 2000 and 1999:
2000 1999
(in thousands)
Property management fees (included in operating expenses) $ 73 $ 74
Reimbursement for services of affiliates (included in
general and administrative expenses) 29 33
During the three months ended March 31, 2000 and 1999, affiliates of the
Managing General Partner were entitled to receive 5% of gross receipts from all
the Partnership's properties as compensation for providing property management
services. The Partnership paid to such affiliates approximately $73,000 and
$74,000 for the three months ended March 31, 2000 and 1999, respectively.
An affiliate of the Managing General Partner received reimbursement of
accountable administrative expenses amounting to approximately $29,000 and
$33,000 for the three months ended March 31, 2000 and 1999, respectively.
Pursuant to the Partnership Agreement, for managing the affairs of the
Partnership, the Managing General Partner is entitled to receive a Partnership
management fee equal to 10% of the Partnership's adjusted cash from operations
as distributed. Approximately $40,000 in Partnership management fees are
included in general and administrative expense for the three months ended March
31, 2000. There were no fees incurred during the three months ended March 31,
1999.
In connection with the refinancing of Torrey Pines Village Apartments and St.
Charleston Village Apartments, the Partnership paid approximately $85,000 to an
affiliate of the Managing General Partner as allowed per the Partnership
Agreement.
An affiliate of the Managing General Partner has made available to the
Partnership a credit line of up to $150,000 per property owned by the
Partnership. The Partnership has no outstanding amounts due under this line of
credit. Based on present plans, the Managing General Partner does not anticipate
the need to borrow in the near future. Other than cash and cash equivalents, the
line of credit is the Partnership's only unused source of liquidity.
AIMCO and its affiliates currently own 39,564.84 limited partnership units in
the Partnership representing approximately 61.05% of the outstanding units. A
number of these units were acquired pursuant to tender offers made by AIMCO or
its affiliates. It is possible that AIMCO or its affiliates will make one or
more additional offers to acquire additional limited partnership interests in
the Partnership for cash or in exchange for units in the operating partnership
of AIMCO. Under the Partnership Agreement, unitholders holding a majority of the
Units are entitled to take action with respect to a variety of matters. As a
result of its ownership of 61.05% of the outstanding units, AIMCO is in a
position to influence all voting decisions with respect to the Registrant. When
voting on matters, AIMCO would in all likelihood vote the Units it acquired in a
manner favorable to the interest of the Managing General Partner because of
their affiliation with the Managing General Partner. However, Riverside Drive
LLC, an affiliate which owns 26,610.05 of the limited partnership units, is
required to vote its Units: (i) against any proposal to increase the fees and
other compensation payable by the Partnership to the Managing General Partner
and any of its affiliates; and (ii) with respect to any proposal made by the
Managing General Partner or any of its affiliates, in proportion to votes cast
by other unit holders. Except for the foregoing, no other limitations are
imposed on Riverside's right to vote each Unit acquired.
Note D - Distributions
During the three months ended March 31, 2000, the Partnership paid a cash
distribution from operations of approximately $180,000 which was declared and
accrued at December 31, 1999 of which approximately $176,000 ($2.72 per limited
partnership unit) was paid to the limited partners. In addition, the Partnership
declared a distribution of approximately $2,260,000 ($2,215,000 to the limited
partners or $34.18 per limited partnership unit) in the first quarter of 2000,
consisting of approximately $1,903,000 (approximately $1,865,000 to the limited
partners or $28.78 per limited partnership unit) of refinance proceeds from
Torrey Pines Village and St. Charleston Village and approximately $357,000
(approximately $350,000 to the limited partners or $5.40 per limited partnership
unit) from operations. Approximately $1,149,000 of this distribution was paid to
affiliates of the Managing General Partner during the quarter ended March 31,
2000. The remaining $1,111,000 was paid subsequent to March 31, 2000. There were
no distributions paid or declared during the three months ended March 31, 1999.
Note E - Extraordinary Loss on Early Extinguishment of Debt
On February 4, 2000, the Partnership refinanced the mortgages encumbering Torrey
Pines Village Apartments and St. Charleston Village Apartments. The refinancing
replaced indebtedness of approximately $3,604,000 and $6,056,000, respectively,
with new mortgages of $4,825,000 and $7,325,000, respectively. The mortgages
were refinanced at a rate equal to 8.34% compared to the prior rate of 9.88%,
and mature on March 1, 2020. Capitalized loan costs incurred for the refinancing
were approximately $114,000 and $118,000, respectively. The Partnership paid
approximately $105,000 and $177,000 in prepayment penalties and wrote off
approximately $21,000 and $32,000, respectively, in unamortized loan costs,
resulting in an extraordinary loss on the early extinguishment of debt in the
amount of approximately $335,000 during the first quarter of 2000.
Note F - Segment Reporting
Description of the types of products and services from which the reportable
segment derives its revenues:
The Partnership has one reportable segment: residential properties. The
Partnership's residential property segment consists of three apartment
complexes, two of which are located in Nevada and the other in Arizona. The
Partnership rents apartment units to tenants for terms that are typically twelve
months or less.
Measurement of segment profit or loss:
The Partnership evaluates performance based on segment profit (loss) before
depreciation. The accounting policies of the reportable segment are the same as
those of the Partnership as described in the Partnership's Annual Report on Form
10-KSB for the year ended December 31, 1999.
Factors management used to identify the enterprise's reportable segments:
The Partnership's reportable segment consists of investment properties that
offer similar products and services. Although each of the investment properties
is managed separately, they have been aggregated into one segment as they
provide services with similar types of products and customers.
Segment information for the three months ended March 31, 2000 and 1999, is shown
in the tables below. The "Other" column represents partnership administration
related items and income and expense not allocated to the reportable segments.
2000 Residential Other Totals
(in thousands)
Rental income $ 1,346 $ -- $ 1,346
Other income 78 3 81
Interest expense 394 -- 394
Depreciation 256 -- 256
General and administrative expense -- 104 104
Extraordinary loss on early
extinguishment of debt (335) -- (335)
Segment loss (290) (101) (391)
Total assets 13,657 1,004 14,661
Capital expenditures for
investment properties 153 -- 153
1999 Residential Other Totals
(in thousands)
Rental income $ 1,395 $ -- $ 1,395
Other income 73 1 74
Interest expense 409 -- 409
Depreciation 219 -- 219
General and administrative expense -- 63 63
Segment profit (loss) 255 (62) 193
Total assets 13,631 44 13,675
Capital expenditures for
investment properties 95 -- 95
Note G - Legal Proceedings
In March 1998, several putative unit holders of limited partnership units of the
Partnership commenced an action entitled Rosalie Nuanes, et al. v. Insignia
Financial Group, Inc., et al. in the Superior Court of the State of California
for the County of San Mateo. The plaintiffs named as defendants, among others,
the Partnership, the Managing General Partner and several of their affiliated
partnerships and corporate entities. The action purports to assert claims on
behalf of a class of limited partners and derivatively on behalf of a number of
limited partnerships (including the Partnership) which are named as nominal
defendants, challenging the acquisition by Insignia Financial Group, Inc.
("Insignia") and entities which were, at one time, affiliates of Insignia
("Insignia Affiliates") of interests in certain general partner entities, past
tender offers by Insignia Affiliates to acquire limited partnership units, the
management of partnerships by Insignia Affiliates and the Insignia Merger (see
"Note B - Transfer of Control"). The plaintiffs seek monetary damages and
equitable relief, including judicial dissolution of the Partnership. On June 25,
1998, the Managing General Partner filed a motion seeking dismissal of the
action. In lieu of responding to the motion, the plaintiffs have filed an
amended complaint. The Managing General Partner filed demurrers to the amended
complaint which were heard February 1999. Pending the ruling on such demurrers,
settlement negotiations commenced. On November 2, 1999, the parties executed and
filed a Stipulation of Settlement, settling claims, subject to final court
approval, on behalf of the Partnership and all limited partners who own units as
of November 3, 1999. Preliminary approval of the settlement was obtained on
November 3, 1999 from the Superior Court of the State of California, County of
San Mateo, at which time the Court set a final approval hearing for December 10,
1999. Prior to the December 10, 1999 hearing the Court received various
objections to the settlement, including a challenge to the Court's preliminary
approval based upon the alleged lack of authority of class plaintiffs' counsel
to enter the settlement. On December 14, 1999, the Managing General Partner and
its affiliates terminated the proposed settlement. Certain plaintiffs have filed
a motion to disqualify some of the plaintiffs' counsel in the action. The
Managing General Partner does not anticipate that costs associated with this
case will be material to the Partnership's overall operations.
The Partnership is unaware of any other pending or outstanding litigation that
is not of a routine nature arising in the ordinary course of business.
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
The matters discussed in this Form 10-QSB contain certain forward-looking
statements and involve risks and uncertainties (including changing market
conditions, competitive and regulatory matters, etc.) detailed in the
disclosures contained in this Form 10-QSB and the other filings with the
Securities and Exchange Commission made by the Partnership from time to time.
The discussion of the Partnership's business and results of operations,
including forward-looking statements pertaining to such matters, does not take
into account the effects of any changes to the Partnership's business and
results of operations. Accordingly, actual results could differ materially from
those projected in the forward-looking statements as a result of a number of
factors, including those identified herein.
The Partnership's investment properties consist of three residential apartment
complexes. The following table sets forth the average occupancy of the
properties for the three months ended March 31, 2000 and 1999:
Average Occupancy
Property 2000 1999
St. Charleston Village Apartments 93% 95%
Las Vegas, Nevada
Sun River Apartments 82% 93%
Tempe, Arizona
Torrey Pines Village Apartments 94% 95%
Las Vegas, Nevada
The Managing General Partner attributes the decrease in occupancy at Sun River
Apartments to a change in demographics in the area. The Managing General Partner
has increased its marketing efforts and has increased concessions to tenants in
an attempt to increase occupancy.
Results of Operations
The Partnership's net loss for the three months ended March 31, 2000, was
approximately $391,000 compared to net income of approximately $193,000 for the
corresponding period in 1999. The increase in net loss is partially due to the
extraordinary loss on early extinguishment of debt incurred on the refinancing
of Torrey Pines Village and St. Charleston Village Apartments as discussed
below. The Partnership recorded a loss before the extraordinary loss on early
extinguishment of debt of approximately $56,000. The increase in loss before
early extinguishment of debt for the three months ended March 31, 2000 as
compared to the comparable period in 1999 is due to an increase in total
expenses and a decrease in total revenues. The increase in total expenses is
primarily attributable to an increase in operating, depreciation, property tax,
and general and administrative expenses. Operating expense increased due to
increases in maintenance costs, primarily at Sun River Apartments, and increased
utility charges, primarily at St. Charleston Village and Torrey Pines Village
Apartments. Depreciation expense increased due to property additions during the
previous twelve months. Property tax expense increased at Sun River due to the
timing of receipt of the tax bills which impacted the accruals at March 31, 2000
and 1999 and an increase in the assessed value of the property. General and
administrative expense increased primarily due to the Partnership management fee
associated with distributions from operations. There was a distribution from
operations declared during the first quarter of 2000 but not during the first
quarter of 1999. Included in general and administrative expenses at both March
31, 2000 and 1999 are reimbursements to the Managing General Partner allowed
under the Partnership Agreement. In addition, costs associated with the
quarterly and annual communications with investors and regulatory agencies and
the annual audit required by the Partnership Agreement are also included.
The decrease in total revenues is primarily attributable to a decrease in rental
income. Rental income decreased due to decreases in occupancy at all the
Partnership's properties and increased concession costs at St. Charleston
Village Apartments and Sun River Apartments. These decreases were partially
offset by an increase in the average rental rates at all the Partnership's
properties.
As part of the ongoing business plan of the Partnership, the Managing General
Partner monitors the rental market environment of its investment properties to
assess the feasibility of increasing rents, maintaining or increasing occupancy
levels and protecting the Partnership from increases in expenses. As part of
this plan, the Managing General Partner attempts to protect the Partnership from
the burden of inflation-related increases in expenses by increasing rents and
maintaining a high overall occupancy level. However, due to changing market
conditions, which can result in the use of rental concessions and rental
reductions to offset softening market conditions, there is no guarantee that the
Managing General Partner will be able to sustain such a plan.
Liquidity and Capital Resources
At March 31, 2000, the Partnership had cash and cash equivalents of
approximately $1,637,000 compared to approximately $762,000 at March 31, 1999.
The increase in cash and cash equivalents for the three months ended March 31,
2000 from the Partnership's year ended December 31, 1999 was approximately
$808,000. This increase is due to approximately $624,000 of cash provided by
financing activities and approximately $279,000 of cash provided by operating
activities partially offset by approximately $95,000 of cash used in investing
activities. Cash provided by financing activities consisted of proceeds from the
refinancing of St. Charleston Village and Torrey Pines Village Apartments
partially offset by prepayment penalties paid, loan costs paid, principal
payments made on mortgages encumbering the Partnership's investment properties,
the payoff of mortgages encumbering St. Charleston Village and Torrey Pines
Village Apartments, and distributions paid to partners. Cash used in investing
activities consisted of property improvements and replacements partially offset
by net withdrawals from restricted escrows maintained by the mortgage lender.
An affiliate of the Managing General Partner has made available to the
Partnership a credit line of up to $150,000 per property owned by the
Partnership. The Partnership has no outstanding amounts due under this line of
credit. Based on present plans, the Managing General Partner does not anticipate
the need to borrow in the near future. Other than cash and cash equivalents, the
line of credit is the Partnership's only unused source of liquidity.
The sufficiency of existing liquid assets to meet future liquidity and capital
expenditure requirements is directly related to the level of capital
expenditures required at the properties to adequately maintain the physical
assets and other operating needs of the Partnership and to comply with Federal,
state, and local legal and regulatory requirements. Capital improvements planned
for the Partnership's properties are detailed below.
St. Charleston Village
The Partnership budgeted approximately $180,000 of capital improvements for the
year 2000 at St. Charleston Village consisting primarily of carpet and vinyl
replacement, water meter upgrades, light fixture upgrades, and appliance
replacements. During the three months ended March 31, 2000, the Partnership
completed approximately $69,000 of capital improvements at St. Charleston
Village, consisting primarily of carpet and vinyl replacement, water meter
upgrades, and apartment baseboard replacements. These improvements were funded
from operating cash flow.
Sun River
The Partnership budgeted approximately $121,000 of capital improvements for the
year 2000 at Sun River Apartments consisting primarily of carpet replacement,
plumbing upgrades, air conditioning unit replacement, and appliance replacement.
During the three months ended March 31, 2000, the Partnership completed
approximately $49,000 of capital improvements at Sun River, consisting primarily
of floor covering replacement, plumbing upgrades, and air conditioning unit
replacement. These improvements were funded from operating cash flow.
Torrey Pines Village
The Partnership budgeted approximately $110,000 of capital improvements for the
year 2000 at Torrey Pines Village Apartments consisting primarily of carpet and
vinyl replacement, light fixture upgrades, appliance replacement, and other
building improvements. During the three months ended March 31, 2000, the
Partnership completed approximately $35,000 of capital improvements at Torrey
Pines Village, consisting primarily of apartment baseboard replacements, carpet
replacement, and appliance replacements. These improvements were funded from
operating cash flow and replacement reserves.
The additional capital expenditures will be incurred only if cash is available
from operations or from Partnership reserves. To the extent that such budgeted
capital improvements are completed, the Partnership's distributable cash flow,
if any, may be adversely affected at least in the short term.
On February 4, 2000, the Partnership refinanced the mortgages encumbering Torrey
Pines Village Apartments and St. Charleston Village Apartments. The refinancing
replaced indebtedness of approximately $3,604,000 and $6,056,000, respectively,
with new mortgages of $4,825,000 and $7,325,000, respectively. The mortgages
were refinanced at a rate equal to 8.34% compared to the prior rate of 9.88%,
and mature on March 1, 2020. Capitalized loan costs incurred for the refinancing
were approximately $114,000 and $118,000, respectively. The Partnership paid
approximately $105,000 and $177,000 in prepayment penalties and wrote off
approximately $21,000 and $32,000, respectively, in unamortized loan costs,
resulting in an extraordinary loss on the early extinguishment of debt in the
amount of approximately $335,000 during the first quarter of 2000.
The Partnership's assets are currently thought to be sufficient for any
near-term needs (exclusive of capital improvements) of the Partnership. The
remaining mortgage indebtedness of approximately $6,111,000 at Sun River
Apartments, which bears interest at 9.88% per annum, matures in July 2001, with
balloon payments totaling approximately $6,032,000 due at maturity. The Managing
General Partner will attempt to refinance and/or sell the properties prior to
such maturity dates. If the properties cannot be refinanced or sold for a
sufficient amount prior to maturity, the Partnership will risk losing such
properties through foreclosure.
During the three months ended March 31, 2000, the Partnership paid a cash
distribution from operations of approximately $180,000 which was declared and
accrued at December 31, 1999 of which approximately $176,000 ($2.72 per limited
partnership unit) was paid to the limited partners. In addition, the Partnership
declared a distribution of approximately $2,260,000 ($2,215,000 to the limited
partners or $34.18 per limited partnership unit) in the first quarter of 2000,
consisting of approximately $1,903,000 (approximately $1,865,000 to the limited
partners or $28.78 per limited partnership unit) of refinance proceeds from
Torrey Pines Village and St. Charleston Village and approximately $357,000
(approximately $350,000 to the limited partners or $5.40 per limited partnership
unit) from operations. Approximately $1,149,000 of this distribution was paid to
affiliates of the Managing General Partner during the quarter ended March 31,
2000. The remaining $1,111,000 was paid subsequent to March 31, 2000. There were
no distributions paid or declared during the three months ended March 31, 1999.
Future cash distributions will depend on the levels of net cash generated from
operations, the availability of cash reserves and the timing of debt maturities,
refinancings and/or property sales. There can be no assurance, however, that the
Partnership will generate sufficient funds from operations, after required
capital expenditures, to permit distributions to its partners during the
remainder of 2000 or subsequent periods.
<PAGE>
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
In March 1998, several putative unit holders of limited partnership units of the
Partnership commenced an action entitled Rosalie Nuanes, et al. v. Insignia
Financial Group, Inc., et al. in the Superior Court of the State of California
for the County of San Mateo. The plaintiffs named as defendants, among others,
the Partnership, the Managing General Partner and several of their affiliated
partnerships and corporate entities. The action purports to assert claims on
behalf of a class of limited partners and derivatively on behalf of a number of
limited partnerships (including the Partnership) which are named as nominal
defendants, challenging the acquisition by Insignia Financial Group, Inc.
("Insignia") and entities which were, at one time, affiliates of Insignia
("Insignia Affiliates") of interests in certain general partner entities, past
tender offers by Insignia Affiliates to acquire limited partnership units, the
management of partnerships by Insignia Affiliates and the Insignia Merger (see
"Part 1 - Financial Information, Item 1. Financial Statements, Note B - Transfer
of Control"). The plaintiffs seek monetary damages and equitable relief,
including judicial dissolution of the Partnership. On June 25, 1998, the
Managing General Partner filed a motion seeking dismissal of the action. In lieu
of responding to the motion, the plaintiffs have filed an amended complaint. The
Managing General Partner filed demurrers to the amended complaint which were
heard February 1999. Pending the ruling on such demurrers, settlement
negotiations commenced. On November 2, 1999, the parties executed and filed a
Stipulation of Settlement, settling claims, subject to final court approval, on
behalf of the Partnership and all limited partners who own units as of November
3, 1999. Preliminary approval of the settlement was obtained on November 3, 1999
from the Superior Court of the State of California, County of San Mateo, at
which time the Court set a final approval hearing for December 10, 1999. Prior
to the December 10, 1999 hearing the Court received various objections to the
settlement, including a challenge to the Court's preliminary approval based upon
the alleged lack of authority of class plaintiffs' counsel to enter the
settlement. On December 14, 1999, the Managing General Partner and its
affiliates terminated the proposed settlement. Certain plaintiffs have filed a
motion to disqualify some of the plaintiffs' counsel in the action. The Managing
General Partner does not anticipate that costs associated with this case will be
material to the Partnership's overall operations.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
a) Exhibits:
Exhibit 27, Financial Data Schedule, is filed as an exhibit to
this report.
b) Reports on Form 8-K:
None filed during the quarter ended March 31, 2000.
<PAGE>
SIGNATURES
In accordance with the requirements of the Exchange Act, the Registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
CENTURY PROPERTIES FUND XIV
By: FOX CAPITAL MANAGEMENT CORPORATION
Its Managing General Partner
By: /s/Patrick J. Foye
Patrick J. Foye
Executive Vice President
By: /s/Martha L. Long
Martha L. Long
Senior Vice President
and Controller
Date:
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from CENTURY
PROPERTIES FUND XIV 2000 First Quarter 10-QSB and is qualified in its entirety
by reference to such 10-QSB filing.
</LEGEND>
<CIK> 0000278128
<NAME> CENTURY PROPERTIES FUND XIV
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-2000
<PERIOD-START> JAN-01-2000
<PERIOD-END> MAR-31-2000
<CASH> 1,637
<SECURITIES> 0
<RECEIVABLES> 297
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0 <F1>
<PP&E> 28,347
<DEPRECIATION> 16,150
<TOTAL-ASSETS> 14,661
<CURRENT-LIABILITIES> 0 <F1>
<BONDS> 18,261
0
0
<COMMON> 0
<OTHER-SE> (5,365)
<TOTAL-LIABILITY-AND-EQUITY> 14,661
<SALES> 0
<TOTAL-REVENUES> 1,427
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 1,483
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 394
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> (335)
<CHANGES> 0
<NET-INCOME> (391)
<EPS-BASIC> (5.91)<F2>
<EPS-DILUTED> 0
<FN>
<F1> Registrant has an unclassified balance sheet. <F2> Multiplier is 1.
</FN>
</TABLE>
