UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
(MARK ONE)
X ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1993
OR
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 0-11935
CENTURY PROPERTIES FUND XIX
(Exact name of Registrant as specified in its charter)
CALIFORNIA 94-2887133
----------- ----------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
950 TOWER LANE
FOSTER CITY, CALIFORNIA 94404
----------------------- -----
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:(415) 378-7000
(800) 366-6707 IN ALL STATES
Securities registered pursuant to Section 12(b) of the Act:None
Securities registered pursuant to Section 12(g) of the Act:Limited
Partnership Units
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 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
Indicate by check mark if disclosure of delinquent filers pursuant
to Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of registrant's knowledge, in definitive proxy or
<PAGE>
information statements incorporated by reference in Part III of this Form
10-K or any amendment to this Form 10-K. [ X ]
No market for the Limited Partnership Units exists and therefore a
market value for such Units cannot be determined.
DOCUMENTS INCORPORATED HEREIN BY REFERENCE:
(1) Report on Form 8-K under the Securities Exchange Act of 1934 is
incorporated in Part IV.
<PAGE>
CENTURY PROPERTIES FUND XIX
(A LIMITED PARTNERSHIP)
PART I
ITEM 1. BUSINESS.
Century Properties Fund XIX (hereinafter referred to either as
"Fund", "Partnership" or "Registrant") was organized in August 1982, as a
California limited partnership under the Uniform Limited Partnership Act of
the California Corporations Code. Fox Partners II, a California general
partnership, is the general partner of the Fund. The general partners of
Fox Partners II are Fox Capital Management Corporation ("Fox"), a
California corporation, Fox Realty Investors ("FRI"), a California general
partnership, and Fox Partners 83, a California general partnership.
The Fund's Registration Statement, filed pursuant to the Securities
Act of 1933 (No. 2-79007), was declared effective by the Securities and
Exchange Commission on September 20, 1983. Registrant marketed its
securities pursuant to its Prospectus dated September 20, 1983, which was
amended on June 13, 1984, and thereafter supplemented (hereinafter the
"Prospectus"). This Prospectus was filed with the Securities and Exchange
Commission pursuant to Rule 424(b) of the Securities Act of 1933.
The principal business of the Fund is and has been to acquire, hold
for investment and ultimately sell income-producing multi-family
residential properties. The Fund is a "closed" limited partnership real
estate syndicate formed to acquire multi-family residential properties.
Beginning in September 1983 through October 1984, the Fund offered
$90,000,000 in Limited Partnership Units and sold $89,292,000. The net
proceeds of this offering were used to acquire thirteen income-producing
real properties. The Fund's original property portfolio was geographically
diversified with properties acquired in seven states. The Fund's
acquisition activities were completed in June 1985 and since then the
principal activity of the Fund has been managing its portfolio. One
property was sold in each of the years, 1988, 1992 and 1993 and in February
1994. In addition one property was foreclosed on in 1993. See Item 2
below for a description of the Fund's properties and operating data
regarding such properties.
The Fund is involved in only one industry segment, as described
above. The business of the Fund is not seasonal. The Fund does not engage
in any foreign operations or derive revenues from foreign sources. The
Fund's affairs have been managed by Metric Management, Inc. ("MMI") or a
predecessor since 1988. On December 16, 1993, the services agreement with
MMI was modified and, as a result thereof, the Fund's general partner
assumed responsibility for cash management of the Fund as of December 23,
1993 and assumed responsibility for day-to-day management of the Fund's
affairs, including portfolio management, accounting and investor relations
services as of April 1, 1994.
On December 6, 1993, NPI Equity Investments II, Inc. ("NPI Equity
II") became the managing partner of FRI and acquired voting control and
assumed operational control over Fox. As a result, NPI Equity II became
responsible for the operation and management of the business and affairs of
the Fund and the other investment partnerships sponsored by FRI and/or
Fox.
<PAGE>
NPI Equity II is a wholly-owned subsidiary of National Property Investors,
Inc. ("NPI"), a diversified real estate management company headquartered in
Jericho, New York.
Both the income and the expenses of operating the properties owned
by the Fund are subject to factors outside the Fund's control, such as
oversupply of similar rental facilities resulting from overbuilding,
increases in unemployment or population shifts, changes in zoning laws or
changes in patterns of needs of the users. Expenses, such as local real
estate taxes and miscellaneous management expenses, are subject to change
and cannot always be reflected in rental increases due to market conditions
or existing leases. The profitability and marketability of developed real
property may be adversely affected by changes in general and local economic
conditions and in prevailing interest rates, and favorable changes in such
factors will not necessarily enhance the profitability or marketability of
such property. Even under the most favorable market conditions, there is
no guarantee that any property owned by the Fund can be sold by it or, if
sold, that such sale can be made upon favorable terms.
It is possible that legislation on the state or local level may be
enacted in the states where the Fund's properties are located which may
include some form of rent control. 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 general partner
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 still
owned by the Fund.
The Fund 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.
The Fund maintains property and liability insurance on the
properties and believes such coverage to be adequate.
The Fund is affected by and subject to the general competitive
conditions of the residential real estate industry. Many of the Fund's
properties which are or were located in oil industry dependant and other
weakened markets have been adversely affected by economic conditions in
these markets. In addition, each of the Fund's properties competes in an
area which normally contains numerous other multi-family residential
properties which may be considered competitive.
In 1993 markets in many areas remained depressed due in part to
over-building, which continues to depress residential rental rates. An
over-supply of apartment properties, including those held by banks, savings
institutions, the Federal Deposit Insurance Corporation and the Resolution
Trust Corporation, affects the ability of the Fund to sell such properties
and their sales prices. The level of sales of existing properties and the
development of new properties have been affected by the limited
availability of financing in real estate markets. See Item 7 for a
description of the markets in which the Fund's properties are located.
At this time, it appears that the investment objective of capital
<PAGE>
growth will not be attained and that a significant portion of invested
capital will not be returned to investors. The extent to which invested
capital is returned to investors is dependent upon the success of the
Fund's strategy as set forth in Item 7 as well as upon significant
improvement in the performance of the Fund's remaining properties and the
markets in which such properties are located and on the sales price of the
remaining properties. In this regard, it is anticipated that some of the
remaining properties will be held longer than originally expected. The
ability to hold and operate these properties is dependent on the Fund's
ability to obtain additional financing, refinancing, or debt restructuring
as required.
ITEM 2. PROPERTIES.
A description of the multi-family residential properties in which
the Fund has or has had an ownership interest is as follows:
<TABLE>
<CAPTION> PORTFOLIO
DATE OF DATE OF PERCENTAGE
NAME AND LOCATION PURCHASE SALE SIZE <F1>
----------------- ------- ---- ---- -------
<S> <C> <C> <C> <C>
Wood Lake Apartments 12/83 - 220 units 9
100 Pinhurst Drive
Atlanta, Georgia
Greenspoint Apartments 02/84 - 336 units 8
NE Corner, 42nd Street
Phoenix, Arizona
Sandspoint Apartments 02/84 - 432 units 9
SW Corner, Butler Drive
and 19th Avenue
Phoenix, Arizona
Wood Ridge Apartments 04/84 - 280 units 10
100 Wood Ridge Drive
Atlanta, Georgia
Plantation Crossing Apartments 06/84 - 180 units 6
2703 Delk Road
Atlanta, Georgia
Sunrunner Apartments 07/84 - 200 units 5
11400 4th Street North
St. Petersburg, Florida
McMillan Place Apartments 06/85 - 402 units 9
12610 Jupiter Place
Dallas, Texas
Misty Woods Apartments 06/85 - 228 units 5
4642 Central Avenue
Charlotte, North Carolina
Plantation Forest Apartments <F2> 06/84 2/94 64 units 2
8740 Roswell Road NE
Atlanta, Georgia
<PAGE>
The Cove Apartments <F3> 12/84 7/93 689 units 14
4003 South Westshore Boulevard
Tampa, Florida
Parkside Village Apartments <F4> 11/83 5/93 383 units 11
15650 East Iliff Avenue
Aurora, Colorado
Shadow Lake Apartments <F5> 11/83 12/92 296 units 5
West Markham at Stacy Drive
Little Rock, Arkansas
The Arbors of Dallas Apartments 08/84 06/88 244 units 7
11700 Audelia Road
Dallas, Texas
<FN>
<F1> Represents the percentage of original cash invested in the
individual property of the total original cash invested in all properties.
<F2> Sold in February 1994. See Note 9 to the consolidated financial
statements.
<F3> Acquired by the lender through foreclosure in July 1993. See Note
8 to the consolidated financial statements.
<F4> Sold in May 1993. See Note 8 to the consolidated financial
statements.
<F5> Sold in December 1992. See Note 7 to the consolidated financial
statements.
</TABLE>
All Registrant's properties are or were owned in fee.
See the financial statements in Item 8 for information regarding
any encumbrances to which the properties of the Fund are subject. An
occupancy summary is set forth on the chart following:
CENTURY PROPERTIES FUND XIX
OCCUPANCY SUMMARY
AVERAGE
OCCUPANCY RATE(%)
FOR THE YEAR ENDED
DECEMBER 31,
1993 1992 1991
Wood Lake Apartments . . . . . . . . . 91 92 89
Greenspoint Apartments . . . . . . . . 97 94 93
Sandspoint Apartments . . . . . . . . . 90 91 91
Wood Ridge Apartments . . . . . . . . . 94 92 90
Plantation Crossing Apartments . . . . 97 97 96
Plantation Forest Apartments<F3> . . . 94 95 95
Sunrunner Apartments . . . . . . . . . 91 92 92
McMillan Place Apartments . . . . . . . 93 93 93
Misty Woods Apartments . . . . . . . . 93 95 93
Parkside Village Apartments <F1> . . . 95 95 95
The Cove Apartments <F2> . . . . . . . - - 88
<F1> Property was sold in May 1993. 1993 average occupancy rate covers
the periods from January 1993 through May 1993.
<F2> Placed into receivership in 1992 and acquired by lender through
<PAGE>
foreclosure in July 1993.
<F3> Property was sold in February 1994.
NET PROJECT OPERATIONS INTRODUCTION
The Net Project Operations tables reflect the components of net
project operations for each property in which the Fund had an ownership
interest that was included in the Fund's Consolidated Financial Statements
for the years then ended. Net project operations should not be considered
as an alternative to net loss (as presented in the consolidated financial
statements) as an indicator of the Fund's operating performance or to cash
flows as a measure of liquidity. The tables present:
Project operations are the rental revenues less operating expenses
(subtotal) less the related debt service (principal and interest on an
accrual basis, excluding deferred interest).
Net project operations are the amounts that were included in the
consolidated statements of operations in Item 8, except that net project
operations are net of principal reductions (exclusive of balloon payments).
To determine net project operations, project operations may have
been adjusted for the following items:
Decreased for amortization of notes payable discount.
Decreased for deferred interest recognized as an interest
expense in the Consolidated Statements of Operations.
A reconciliation of Net Project Operations to Loss Before
Extraordinary Item is included.
<PAGE>
<PAGE><TABLE>
CENTURY PROPERTIES FUND XIX
<CAPTION>
NET PROJECT OPERATIONS<F1>
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1993
-----------------------------------------------------------------------
LESS:
HOTEL NET LESS: NET
OPERATING OPERATING OPERATING DEBT PROJECT ADJUST- PROJECT
REVENUES EXPENSES INCOME SERVICE OPERATIONS MENTS OPERATIONS
-------- -------- ------ ------- ---------- ----- ----------
(AMOUNTS IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C> <C>
Parkside Village
Apartments <F2> $ 710 $ 459 $ 251 $ 330 $(79) $(79)
Wood Lake Apartments 1,551 683 868 747 121 $ (23) 98
Greenspoint Apartments 1,972 930 1,042 837 205 - 205
Sandspoint Apartments 2,144 1,127 1,017 975 42 - 42
Wood Ridge Apartments 1,887 949 938 918 20 (15) 5
Plantation Crossing
Apartments 1,177 543 634 503 131 (15) 116
Plantation Forest
Apartments 519 270 249 200 49 - 49
Sunrunner Apartments 1,004 537 467 414 53 - 53
McMillan Place Apartments 1,987 930 1,057 1,107 (50) (271) (321)
Misty Woods Apartments 1,101 564 537 621 (84) - (84)
The Cove Apartments <F3> - - - - - - -
-------- ------- ------- -------- ------ ------- -------
Total $14,052 $6,992 $7,060 $6,652 $408 $(324) $ 84
======= ====== ====== ====== ==== ===== =====
<FN>
<F1> See preceding Net Project Operations Introduction.
<F2> The property was sold in May 1993.
<F3> Acquired by the lender through foreclosure in July 1993 after receiver was placed on the
property in September 1992.
</TABLE>
<PAGE>
<TABLE>
CENTURY PROPERTIES FUND XIX
<CAPTION>
NET PROJECT OPERATIONS<F1>
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1992
-----------------------------------------------------------------------
LESS:
HOTEL NET LESS: NET
OPERATING OPERATING OPERATING DEBT PROJECT ADJUST- PROJECT
REVENUES EXPENSES INCOME SERVICE OPERATIONS MENTS OPERATIONS
-------- -------- ------ ------- ---------- ----- ----------
(AMOUNTS IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C> <C>
Parkside Village
Apartments $ 1,899 $ 867 $1,032 $ 873 $159 $159
Shadow Lake
Apartments <F2> 809 350 459 505 (46) (46)
Wood Lake Apartments 1,519 718 801 902 (101) $ (7) (108)
Greenspoint Apartments 1,800 820 980 931 49 - 49
Sandspoint Apartments 2,134 1,021 1,113 1,090 23 - 23
Wood Ridge Apartments 1,788 881 907 945 (38) (185) (223)
Plantation Crossing
Apartments 1,139 496 643 563 80 - 80
Plantation Forest
Apartments 527 263 264 200 64 - 64
Sunrunner Apartments 1,000 577 423 449 (26) - (26)
The Cove Apartments <F3> 2,087 1,022 1,065 973 92 (70) 22
McMillan Place Apartments 1,931 995 936 953 (17) (394) (411)
Misty Woods
Apartments 1,102 525 577 621 (44) - (44)
------- ------ ------ ------ ---- ----- -----
Total $17,735 $8,535 $9,200 $9,005 $195 $(656) $(461)
======= ====== ====== ====== ==== ===== =====
<FN>
<F1> See preceding Net Project Operations Introduction.
<F2> Receiver was placed on the property in July 1992 and the property was sold in December 1992.
<F3> Receiver was placed on the property in September 1992.
</TABLE>
<TABLE>
<PAGE>
CENTURY PROPERTIES FUND XIX<CAPTION>
NET PROJECT OPERATIONS<F1>
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1991
-----------------------------------------------------------------------
LESS:
HOTEL NET LESS: NET
OPERATING OPERATING OPERATING DEBT PROJECT ADJUST- PROJECT
REVENUES EXPENSES INCOME SERVICE OPERATIONS MENTS OPERATIONS
-------- -------- ------ ------- ---------- ----- ----------
(AMOUNTS IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C> <C>
Parkside Village
Apartments $ 1,730 $ 787 $ 943 $ 824 $ 119 $ 119
Shadow Lake Apartments 1,317 593 724 795 (71) $254<F2> 183
Wood Lake Apartments 1,398 662 736 897 (161) (24) (185)
Greenspoint Apartments 1,745 808 937 1,000 (63) - (63)
Sandspoint Apartments 2,103 952 1,151 1,175 (24) - (24)
Wood Ridge Apartments 1,668 812 856 1,118 (262) - (262)
Plantation Crossing
Apartments 1,111 472 639 558 81 - 81
Plantation Forest
Apartments 504 242 262 194 68 - 68
Sunrunner Apartments 989 541 448 414 34 - 34
The Cove Apartments 3,109 1,471 1,638 1,549 89 - 89
McMillan Place Apartments 1,899 954 945 1,312 (367) - (367)
Misty Woods Apartments 1,103 581 522 620 (98) - (98)
------- ------ ------ ------- ----- ---- -----
Total $18,676 $8,875 $9,801 $10,456 $(655) $230 $(425)
======= ====== ====== ======= ===== ==== =====
<FN>
<F1> See preceding Net Project Operations Introduction.
<F2> Includes a $315,000 reduction in deferred interest for the period February 1, 1989 through
January 31, 1991 for the rehabilitation and maintenance work paid by the Fund.
</TABLE>
<PAGE>
<PAGE>
<TABLE>
<CAPTION>
CENTURY PROPERTIES FUND XIX
RECONCILIATION OF NET PROJECT OPERATIONS
TO LOSS BEFORE EXTRAORDINARY ITEM
FOR THE YEAR ENDED DECEMBER 31,
1993 1992 1991
(AMOUNTS IN THOUSANDS)
<S> <C> <C> <C>
Net Project Operations $ 84 $ (461) $ (425)
Less:
Depreciation 2,840 3,784 4,535
General and administrative expenses 693 548 571
Other interest expense 605 325 239
Provision for impairment of value
and loss on sale 44 3,846 -
Plus:
Interest and other income 62 60 123
Principal payments in debt service 774 594 390
Gain on sale of property 576 - -
------- ------- -------
Loss before extraordinary item $(2,686)$(8,310) $(5,257)
======= ======= =======
</TABLE>
ITEM 3. LEGAL PROCEEDINGS.
There are no material pending legal proceedings to which the Fund
is a party or to which any of its assets are subject.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
No matter was submitted to a vote of security holders during the
period covered by this Report.
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S EQUITY AND RELATED SECURITY HOLDER
MATTERS.
The Limited Partnership Unit holders are entitled to certain
distributions as provided in the Partnership Agreement. No market for
Limited Partnership Units exists, nor is expected to develop. For Unit
Holders, distributions from operations to date have been approximately $25
for each $1,000 of original investment.
As of December 31, 1993, the approximate number of holders of
Limited Partnership Units was as follows:
NUMBER OF
RECORD
TITLE OF CLASS HOLDERS*
Limited Partnership Units 9,395
<PAGE>
*Number of Investments.
ITEM 6. SELECTED FINANCIAL DATA.
The following represents selected financial data for the Fund for
the years ended December 31, 1993, 1992, 1991, 1990 and 1989. The data
should be read in conjunction with the consolidated financial statements
included elsewhere herein. This data is not covered by the independent
auditors' report.
<PAGE>
<PAGE><TABLE>
<CAPTION>
FOR THE FISCAL YEAR ENDED DECEMBER 31,
-----------------------------------------------------
1993 1992 1991 1990 1989
---- ---- ---- ---- ----
(AMOUNTS IN THOUSANDS EXCEPT PER UNIT DATA)
<S> <C> <C> <C> <C> <C>
TOTAL REVENUES $14,690 $17,795 $18,799 $18,177 $17,572
======= ======= ======= ======= =======
LOSS BEFORE EXTRAORDINARY ITEM $(2,686) $(8,310) $(5,257) $(6,340) $(6,863)
EXTRAORDINARY ITEM - 7,022 - - -
------- ------- ------- ------- -------
NET LOSS $(2,686) $(1,288) $(5,257) $(6,340) $(6,863)
======= ======= ======= ======= =======
NET LOSS PER LIMITED
PARTNERSHIP UNIT <F1> $(27) $(13) $(52) $(63) $(68)
==== ==== ==== ==== ====
TOTAL ASSETS $70,799 $99,401 $112,110 $116,491 $121,483
======= ======= ======== ======== ========
LONG-TERM OBLIGATIONS:
Notes payable $59,869 $82,007 $94,509 $94,790 $95,129
======= ======= ======= ======= =======
<FN>
<F1> $1,000 original contribution per unit after giving effect to the allocation of net loss to
the general partner.
</TABLE>
<PAGE>
<PAGE>
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS.
This Item should be read in conjunction with Consolidated Financial
Statements and other Items contained elsewhere in this Report.
RESULTS OF OPERATIONS
In 1993, some of the Fund's properties experienced an improvement
in operations as a result of slight increases in the rental and lease rates
due, in part, to improvements in the local economies in which the
properties operate. However, the operating results of certain of the
Fund's properties continue to be affected by highly competitive market
conditions combined with the continued sluggish economy. Markets in some
areas remained depressed due, in part, to overbuilding which continued to
depress rental rates at some of the Fund's properties. Markets in which
the Fund's properties are located are discussed below:
Phoenix
The Phoenix economy remains stable. It is anticipated that several
companies will be relocating to the area causing increased economic growth.
Construction continues to decline, allowing absorption of vacant apartment
units and rental rate increases. Occupancy increased and rental revenue
improved at Greenspoint Apartments due to selective rental rate increases.
Occupancy and revenue remained stable at Sandspoint Apartments.
St. Petersburg/Tampa
The recession still lingers within the St. Petersburg/Tampa economy. The
defense cutbacks and the partial closing of MacDill Airforce Base have kept
job growth to a minimum. However, job growth is expected to come from
corporate relocations to the area due to lower rents and cost of living.
The apartment market is competitive, resulting in stable occupancy and
operations at Sunrunner Apartments.
Dallas
The Dallas economy is relatively diversified; however, the recession still
lingers where continued defense cutbacks have slowed the growth in
employment. These job losses were partially offset by major corporations
relocating to the area near the Dallas/Fort Worth International Airport
causing a recent increase in economic growth in certain submarkets. The
apartment market remains competitive due to affordability of new single
family homes and recent job losses as described above. Occupancy at
McMillan Place Apartments remained stable and selective rental rate
increases were implemented during the year due, in part, to a strong
submarket.
Atlanta
Atlanta's economy appears to be recovering although it remains very weak.
Relocating corporations, the 1996 Summer Olympic Games, health services and
the F-22 Fighter contract awarded to Lockheed are expected to be major
sources of job growth. In addition, UPS has relocated its headquarters to
Atlanta. The apartment market remains competitive due to oversupply of
available rental units. However, curtailment of apartment construction and
continued corporate migration combined with a decline in single family home
construction are expected to increase occupancy in the next year. The
Partnership's properties operate in competitive submarkets. However,
<PAGE>
occupancy and rental revenue were relatively stable at Wood Lake,
Plantation Forest, Plantation Crossing and Wood Ridge Apartments.
Charlotte
The economy is slowly recovering due to job losses in the dominant
manufacturing industry. However, these job losses were offset, in part, by
job growth in health care and financial services industries as Charlotte
continues its transition from a manufacturing economy to a service economy.
Abatement of construction in some areas has allowed occupancy to stabilize.
However, the market remains competitive and rental concessions are common.
Occupancy and operations at Misty Woods Apartments have remained stable.
1993 Compared to 1992
Loss before extraordinary item decreased $5,624,000 in 1993
compared to 1992 primarily due to the $3,846,000 provision for impairment
of value and loss on sale recognized in 1992 and to a decrease in interest,
operating and depreciation expenses, offset, in part, by decreased rental
revenues, due to the sale of Parkside Village Apartments and the
foreclosure of The Cove Apartments in 1993, and the sale of the Shadow Lake
Apartments in December 1992. The decrease in rental revenue was offset, in
part, by the increased rental revenue at certain of the Fund's properties
due to increased occupancy. In addition, the decrease in interest expense
is also due to lower interest rates obtained from the replacement financing
of the Sandspoint and Greenspoint Apartments in June 1992 and Wood Lake,
Wood Ridge and Plantation Crossing Apartments in June 1993 which is offset,
in part, by the prepayment penalties paid in connection with the Wood Lake,
Wood Ridge and Plantation Crossing Apartments refinancing. General and
administrative expenses increased due to financing costs incurred in 1993
on refinancings which were not finalized. The gain on sale of property of
$576,000 relates to the sale of Parkside Village Apartments and the loss on
sale of $44,000 relates to the foreclosure of The Cove Apartments.
1992 Compared to 1991
Loss before extraordinary item increased $3,053,000 in 1992
compared to 1991 primarily due to the $1,694,000 and $1,895,000 provisions
for impairment of value recognized in 1992 on The Cove Apartments and
Parkside Village Apartments, respectively, and the $257,000 loss on sale of
Shadow Lake Apartments recognized in 1992. Rental revenues, operating
expenses and interest expenses decreased, in part, as a result of cessation
of recording the operating results of Shadow Lake and The Cove Apartments
since these properties were placed into receivership in 1992; however,
operating expenses increased at most of the remaining properties.
Depreciation expense decreased due to depreciation no longer being recorded
on Shadow Lake and The Cove Apartments when a receiver was placed on the
properties. Interest and other income decreased due to a decrease in
interest rates and cash available for investments.
The $7,022,000 extraordinary item - gain on extinguishment of debt
recognized in 1992 relates to the debt -forgiveness by the lenders from the
sale of Shadow Lake Apartments and the refinancing on Sandspoint and
Greenspoint Apartments in 1992.
FUND LIQUIDITY AND CAPITAL RESOURCES
<PAGE>
Introduction
The results of project operations are determined by rental revenues
less operating expenses (exclusive of depreciation and amortization) and
debt service (see Item 2, Properties). Seven of the Fund's ten properties
operating during all or part of 1993 generated positive project operations
while Parkside Village, McMillan Place and Misty Woods Apartments
experienced negative project operations. The Fund, after taking into
account results of project operations, interest and other income and
general and administrative expenses, incurred negative results from
operations for the period, as defined herein. Negative results are also
anticipated to occur in 1994. Cash distributions from operations were
suspended since 1987. It is anticipated that cash distributions will
remain suspended in 1994.
Net project operations should not be considered as an alternative
to net loss (as presented in the consolidated financial statements) as an
indicator of the Fund's operating performance or to cash flows as a measure
of liquidity. As presented in the Consolidated Statement of Cash Flows,
cash was used by operating activities. Cash was provided by investing
activities from proceeds from sale of rental property and used for
additions and improvements to rental properties, an increase in restricted
cash and cost of sale of rental property. Cash was used by financing
activities primarily for notes payable principal payments and repayments of
notes payable to affiliate of the general partner and provided primarily by
notes payable proceeds on the refinancing of Wood Lake, Wood Ridge and
Plantation Crossing Apartments.
As a result of scheduled pay rate increases in 1990 in accordance
with the Greenspoint and Sandspoint Apartments debt modification
agreements, the Fund approached the lender on these notes requesting
further debt relief or a discounted prepayment on the loans. The Fund
received approval from the lender for discounted prepayments. The
discounted prepayments were contingent upon receiving proceeds from
replacement financing on the properties, which the Fund obtained in June
1992, as discussed in Note 7 to the consolidated financial statements.
The Fund had been negotiating debt modification or a discounted
payoff with the lender of the loan on Shadow Lake Apartments but was
unsuccessful. In an effort to obtain debt modification, the Fund did not
make the June 1992 debt service payment. The lender issued a notice of
default and placed a receiver on the property on July 31, 1992. As
discussed in Note 7 to the consolidated financial statements, the property
was sold in December 1992. The net loss on sale was $257,000. The total
consideration for the property was $11,724,000, including mortgage
financing of $8,000,000 when acquired in November 1983.
The Fund approached the lender on McMillan Place Apartments
requesting an extension of the modification agreement which expired in
October 1991 and, as discussed in Note 4 to the consolidated financial
statements, finalized an agreement in July 1992.
The Fund borrowed an additional $291,000 in 1993 from an affiliate
of the general partner to provide cash for working capital needs. The Fund
repaid $1,309,000 in principal and $86,000 in interest to an affiliate of
the general partner in 1993. As of December 31, 1993 the Partnership had
outstanding borrowings of $370,000 from an affiliate of the general partner
as discussed in Note 5 to the consolidated financial statements.
<PAGE>
The Fund had been attempting to refinance the Wood Lake, Wood Ridge
and Plantation Crossing Apartments loans in the amount of $6,850,000,
$6,371,000 and $4,361,000, respectively, due in 1993 and 1994. As
discussed in Note 4 to the consolidated financial statements, the Fund
finalized an agreement with a new lender for replacement financing in June
1993. The new financing has a variable interest rate and matures in 1998.
A wholly owned subsidiary was formed in October 1992 into which the
properties were transferred in June 1993 as a condition of the refinancing.
The Fund had not made the debt service payments since July 1992 on
The Cove Apartments note payable. Consequently, the lender issued a notice
of default and placed a receiver on the property on September 1, 1992. As
discussed in Note 8 to the consolidated financial statements, the property
was acquired through foreclosure by the first lender in July 1993. The net
loss on property disposition after the $1,694,000 provision for impairment
of value recognized in 1992 was $44,000. The total consideration for the
property was $23,732,000, including mortgage financing of $14,546,000 when
acquired in December 1984.
The Fund placed Parkside Village Apartments, located in Aurora,
Colorado, on the market for sale due to working capital needs for the Fund
and continued improvement in the Denver market. As a result, as discussed
in Note 8 to the consolidated financial statements, the Fund sold the
property in May 1993 for $11,259,000. Net gain on the sale after the
provision for impairment of value of $1,895,000 recognized in 1992 was
$576,000. A substantial portion of the proceeds received from this sale
was used to replenish working capital reserves, pay down the notes due to
an affiliate of the general partner and pay down $500,000 on the Sunrunner
Apartments note payable which was a condition of the sale of Parkside
Village Apartments. The total consideration for the Parkside Village
Apartments was $17,262,000, including mortgage financing of $10,000,000
when acquired in November 1983.
The two remaining letters of credit on Misty Woods Apartments were
scheduled to expire in June 1993. However, the Fund obtained a one year
extension to June 1994. Upon expiration the lender will re-evaluate the
requirements for such letters of credit, but could determine that all or
part of these amounts be drawn to pay down the loan. As discussed in Note
3 to the consolidated financial statements, the Fund has cash reserved for
this purpose should payment be required by the lender.
The Fund approached the lender of the $5,804,000 first loan on
Misty Woods Apartments for debt modification and an extension of the May
1996 maturity date. The lender is currently reviewing the proposal.
The Fund has a balloon payment on McMillan Place Apartments of
$10,800,000 due in December 1994. To meet this obligation, the Fund is
currently negotiating with the lender for debt modification.
In October 1993, Greenspoint Apartments sustained flood damage as a
result of heavy rainfall. The Fund incurred $45,000 in damage, which was
paid for by the Fund's insurance carrier.
As discussed in Note 9 to the consolidated financial statements, in
February 1994 the Fund sold Plantation Forest Apartments for $2,450,000.
The estimated loss on the sale was $149,000 which will be recognized in the
first quarter of 1994. Total consideration paid for the property was
$3,429,000 including mortgage financing of $1,760,000 when acquired in June
<PAGE>
1984. Net proceeds realized from the sale were, in part, used to fully
repay the demand notes held by an affiliate of the general partner.
In 1993, the Fund spent $658,000 on additions and improvements to
properties, the majority of which was spent at Sandspoint, Sunrunner and
Wood Ridge Apartments. In 1994, the Fund anticipates spending
approximately $781,000 on property additions and improvements, the majority
of which will be spent at Sandspoint, Wood Lake, Wood Ridge and McMillan
Place Apartments. However, due to the limited cash available only
improvements necessary to maintain occupancy or to meet safety requirements
will be made in 1994.
Conclusion
At this time, it appears that the investment objective of capital
growth will not be attained and that a significant portion of invested
capital will not be returned to investors. The extent to which invested
capital is returned to investors is dependent upon the success of the
Fund's strategy as set forth herein, as well as upon significant
improvement in the performance of the Fund's remaining properties and the
markets in which such properties are located and on the sales price of the
remaining properties. In this regard, the remaining properties will be
held longer than originally expected. The ability to hold and operate
these properties is dependent on the Fund's ability to obtain additional
financing, refinancing, or debt restructuring as required.
Since January 1991, the Fund's working capital reserves have been
depleted and insufficient funds have been available to meet ongoing
operating requirements. Subsequently, after periodically notifying the
general partner of the Fund's need for capital to maintain operations,
short-term loans have been obtained from an affiliate of the general
partner. A substantial portion of the proceeds received from the sale of
Parkside Village Apartments was used to pay down these borrowings.
In order to meet capital and operating requirements and to hold and
operate its properties, the Fund sold Parkside Village Apartments in May
1993 and Plantation Forest in February 1994 and obtained refinancing on the
Wood Lake, Wood Ridge and Plantation Crossing Apartments. Proceeds
received from the sale were used to replenish working capital reserves, pay
off the notes payable to an affiliate of the general partner and pay down
the Sunrunner Apartments note payable. If the Fund is unable to obtain
additional debt modification or refinancing, the Fund may be required to
dispose of additional properties now operating at a deficit or with
significant balloon payments, through sale or transfer to lenders. The
Fund believes this strategy, combined with cash generated from the Fund's
properties with positive operations, will allow the Partnership to meet its
capital and operating requirements.
Although inflation impacts the Fund's expenses, the Fund has the
ability to attempt to offset expense increases through rent increases. It
is impossible to predict the future impact of inflation on the operations
of the Fund's properties, the Fund's ability to successfully pass increased
costs through to tenants or the impact of inflation on the ultimate sales
price of remaining properties.
<PAGE>
<PAGE>
ITEM 8. FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULES.
CENTURY PROPERTIES FUND XIX
(A LIMITED PARTNERSHIP)
TABLE OF CONTENTS
PAGE
Independent Auditors' Report 15
Consolidated Financial Statements:
Balance Sheets at December 31, 1993 and 1992 16
Statements of Operations for the Years Ended
December 31, 1993, 1992 and 1991 17
Statements of Partners' Equity (Deficiency) for the
Years Ended December 31, 1993, 1992 and 1991 18
Statements of Cash Flows for the Years Ended
December 31, 1993, 1992 and 1991 19
Notes to Consolidated Financial Statements 20
Financial Statement Schedules:
Schedule X - Consolidated Statements of Operations
Information for the Years Ended
December 31, 1993, 1992 and 1991 26
Schedule XI - Real Estate and Accumulated
Depreciation at December 31, 1993 27
Consolidated financial statements and financial statement schedules
not included have been omitted because of the absence of conditions under
which they are required or because the information is included elsewhere in
the consolidated financial statements.
<PAGE>
<PAGE>
INDEPENDENT AUDITORS' REPORT
Century Properties Fund XIX:
We have audited the consolidated financial statements of Century
Properties Fund XIX (a limited partnership) ("Partnership") and its wholly-
owned subsidiaries listed in the accompanying table of contents. Our
audits also included the financial statement schedules of the Partnership
listed in the accompanying table of contents. These financial statements
and financial statement schedules are the responsibility of the
Partnership's management. Our responsibility is to express an opinion on
these financial statements and financial statement schedules based on our
audits.
We conducted our audits in accordance with generally accepted
auditing standards. Those standards require that we plan and perform the
audit 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.
In our opinion, such consolidated financial statements present
fairly, in all material respects, the financial position of the Partnership
at December 31, 1993 and 1992, and the results of its operations and its
cash flows for each of the three years in the period ended December 31,
1993 in conformity with generally accepted accounting principles. Also, in
our opinion, such financial statement schedules, when considered in
relation to the basic consolidated financial statements taken as a whole,
present fairly in all material respects the information shown therein.
The accompanying consolidated financial statements have been
prepared assuming that the Partnership will continue as a going concern.
As discussed in Note 1 to the consolidated financial statements, the
Partnership has experienced negative cash flow from operations and has a
balloon payment of $10,800,000 due in December 1994, which raises
substantial doubt about the Partnership's ability to continue as a going
concern. Management's plans in regard to these matters are also described
in Note 1. The consolidated financial statements do not include any
adjustments that might result from the outcome of these uncertainties.
DELOITTE & TOUCHE
San Francisco, California
March 18, 1994
<PAGE>
<PAGE>
<TABLE>
CENTURY PROPERTIES FUND XIX
(A LIMITED PARTNERSHIP)
CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 1993 AND 1992
<CAPTION>
1993 1992
ASSETS
<S> <C> <C>
CASH AND CASH EQUIVALENTS $ 119,000 $ 147,000
RESTRICTED CASH 1,516,000 825,000
INTEREST AND OTHER RECEIVABLES 513,000 711,000
PREPAID EXPENSES 146,000 -
RENTAL PROPERTIES:
Land 12,272,000 17,584,000
Buildings and improvements 77,637,000 110,495,000
Furnishings 7,527,000 9,749,000
----------- ------------
Total 97,436,000 137,828,000
Accumulated depreciation (29,874,000) (38,046,000)
Allowance for impairment of value - (3,589,000)
----------- ------------
Rental properties - net 67,562,000 96,193,000
DEFERRED FINANCING COSTS 943,000 1,525,000
------------------------
TOTAL ASSETS $ 70,799,000 $ 99,401,000
============ ============
LIABILITIES AND PARTNERS' EQUITY
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES $ 55,000 $ 364,000
ACCRUED INTEREST 2,426,000 4,423,000
ACCRUED PROPERTY TAXES 318,000 736,000
NOTES PAYABLE TO AFFILIATE OF
THE GENERAL PARTNER 370,000 1,388,000
REFUNDABLE DEPOSITS 310,000 346,000
NOTES PAYABLE 59,869,000 82,007,000
-----------------------
TOTAL LIABILITIES 63,348,000 89,264,000
----------- ------------
PARTNERS' EQUITY (DEFICIENCY):
GENERAL PARTNER (8,192,000) (7,875,000)
LIMITED PARTNERS (89,292 units outstanding
at December 31, 1993 and 1992) 15,643,000 18,012,000
------------ ------------
TOTAL PARTNERS' EQUITY 7,451,000 10,137,000
------------ ------------
TOTAL LIABILITIES AND PARTNERS' EQUITY $ 70,799,000 $ 99,401,000
============ ============
See notes to consolidated financial statements.
</TABLE>
<PAGE>
<PAGE><TABLE>
CENTURY PROPERTIES FUND XIX
(A LIMITED PARTNERSHIP)
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED DECEMBER 31, 1993, 1992 AND 1991
<CAPTION>
1993 1992 1991
---- ---- ----
<S> <C> <C> <C>
REVENUES:
Rental $14,052,000 $17,735,000 $18,676,000
Interest and other 62,000 60,000 123,000
Gain on sale of property 576,000 - -
----------- ----------- ------------
Total revenues 14,690,000 17,795,000 18,799,000
----------- ----------- ------------
EXPENSES (including $57,000, $1,329,000
and $1,258,000 paid or payable to the
general partner and affiliates in
1993, 1992 and 1991):
Interest 6,807,000 9,392,000 10,075,000
Operating 6,992,000 8,535,000 8,875,000
Depreciation 2,840,000 3,784,000 4,535,000
General and administrative 693,000 548,000 571,000
Provision for impairment of
value and loss on sale 44,000 3,846,000 -
----------- ----------- -----------
Total expenses 17,376,000 26,105,000 24,056,000
----------- ----------- -----------
LOSS BEFORE EXTRAORDINARY ITEM (2,686,000) (8,310,000) (5,257,000)
EXTRAORDINARY ITEM - Gain on
extinguishment of debt - 7,022,000 -
----------- ----------- -----------
NET LOSS $(2,686,000) $(1,288,000) $(5,257,000)
=========== =========== ===========
NET LOSS PER LIMITED PARTNERSHIP UNIT:
Loss before extraordinary item $(27) $(82) $(52)
Extraordinary item - 69 -
---- ---- ----
<PAGE>
Net loss $(27) $(13) $(52)============
See notes to consolidated financial statements.
</TABLE>
<PAGE>
<TABLE>
CENTURY PROPERTIES FUND XIX
(A LIMITED PARTNERSHIP)
CONSOLIDATED STATEMENTS OF PARTNERS' EQUITY (DEFICIENCY)
FOR THE YEARS ENDED DECEMBER 31, 1993, 1992 AND 1991
<CAPTION>
GENERAL LIMITED
PARTNER PARTNERS TOTAL
<S> <C> <C> <C>
BALANCE, JANUARY 1, 1991 $(7,103,000) $23,785,000 $16,682,000
NET LOSS (620,000) (4,637,000) (5,257,000)
----------- ----------- -----------
BALANCE, DECEMBER 31, 1991 (7,723,000) 19,148,000 11,425,000
LOSS BEFORE EXTRAORDINARY ITEM (981,000) (7,329,000) (8,310,000)
EXTRAORDINARY ITEM 829,000 6,193,000 7,022,000
----------- ----------- -----------
BALANCE, DECEMBER 31, 1992 (7,875,000) 18,012,000 10,137,000
NET LOSS (317,000) (2,369,000) (2,686,000)
----------- ----------- -----------
BALANCE, DECEMBER 31, 1993 $(8,192,000) $15,643,000 $ 7,451,000
=========== =========== ===========
See notes to consolidated financial statements.
</TABLE>
<PAGE>
<TABLE>
CENTURY PROPERTIES FUND XIX
(A LIMITED PARTNERSHIP)
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 1993, 1992 AND 1991
<CAPTION>
1993 1992 1991
---- ---- ----
<S> <C> <C> <C>
<PAGE>
OPERATING ACTIVITIES
Net loss $(2,686,000) $(1,288,000) $(5,257,000)
Adjustments to reconcile net loss
to net cash provided (used) by
operating activities:
Depreciation and amortization 3,199,000 4,047,000 4,772,000
Accrued interest added to note
payable principal - - 61,000
Costs expensed on attempted
property refinancings 64,000 - 38,000
Provision for impairment of
value and loss on sale 44,000 3,846,000 -
Gain on sale of property (576,000) - -
Extraordinary item - gain on
extinguishment of debt - (7,022,000) -
Changes in operating assets and liabilities:
Interest and other receivables (20,000) (109,000) 234,000
Prepaid expenses (146,000) - 89,000
Accounts payable and accrued liabilities (1,869,000) 1,715,000 603,000
Refundable deposits (36,000) (126,000) (24,000)
---------- ----------- ------------
Net cash provided (used) by
operating activities (2,026,000) 1,063,000 516,000
---------- ----------- ------------
INVESTING ACTIVITIES
Restricted cash (increase) decrease (691,000) 128,000 (71,000)
Rental properties additions and improvements (658,000) (557,000) (654,000)
Proceeds from sale of rental property 11,259,000 6,245,000 -
Purchase of cash investment - (50,000) (50,000)
Proceeds from cash investments - 100,000 50,000
Cost of sale of rental property (772,000) (18,000) -
---------- ---------- ------------
Net cash provided (used) by
investing activities 9,138,000 5,848,000 (725,000)
---------- ---------- ------------
FINANCING ACTIVITIES
Proceeds from notes payable to
affiliate of the general partner 291,000 786,000 602,000
Repayment of notes payable to
affiliate of general partner (1,309,000) - -
<PAGE>
Notes payable proceeds 20,375,000 18,250,000 -
Notes payable principal payments (26,523,00
Financing costs paid (497,000) (1,308,000) (56,000)
Financing cost refunded 523,000 - -
----------- ----------- ------------
Net cash provided (used)
by financing activities (7,140,000) (6,887,000) 156,000
----------- ----------- ------------
INCREASE (DECREASE) IN CASH AND CASH
EQUIVALENTS (28,000) 24,000 (53,000)
Cash and cash equivalents
at beginning of year 147,000 123,000 176,000
----------- ----------- ------------
CASH AND CASH EQUIVALENTS
AT END OF YEAR $ 119,000 $ 147,000 $ 123,000
=========== =========== ============
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Interest paid in cash during the year $7,826,000 $7,700,000 $8,937,000
========== ========== ==========
SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING AND FINANCING ACTIVITIES
Accrued interest added to note payable principal $- $- $24,000
== == =======
Accrued interest and interest expense offset by
rehabilitation and maintenance work $- $- $315,000
== == ========
Disposition of rental property in 1992 and 1993 - See Notes 7 and 8.
Extinguishment of debt - See Note 7.
See notes to consolidated financial statements.
</TABLE>
<PAGE>
<PAGE> CENTURY PROPERTIES FUND XIX
(A LIMITED PARTNERSHIP)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization - Century Properties Fund XIX ("Partnership") is a
limited partnership organized under the laws of the State of California to
acquire, hold for investment, and ultimately sell income-producing real
estate. The general partner of the Partnership is Fox Partners II, a
California general partnership. The general partners of Fox Partners II
are Fox Capital Management Corporation ("Fox", formerly known as Fox &
Carskadon Financial Corporation), a California corporation, Fox Realty
Investors ("FRI") (formerly known as Century Partners), a California
general partnership, and Fox Partners 83, a California general partnership.
The capital contributions of $89,292,000 ($1,000 per unit) were made by the
limited partners, including 100 Limited Partnership Units purchased by Fox.
On December 6, 1993, NPI Equity Investments II, Inc. ("NPI Equity
II") became the managing partner of FRI and acquired voting control and
assumed operational control over Fox. As a result, NPI Equity II became
responsible for the operation and management of the business and affairs of
the Partnership.
Basis of Presentation and Operating Strategy - The accompanying
consolidated financial statements have been prepared on a going concern
basis which contemplates the realization of assets and satisfaction of
liabilities in the normal course of business. The Partnership, after
taking into account accrued but unpaid interest on certain notes payable
for which the Partnership had suspended debt service payments, has
experienced cash flow deficiencies during recent years. At December 31,
1993, the Partnership had borrowed a total of $370,000 from affiliates of
the general partner for working capital needs. The Partnership holds
investments in and operates properties in real estate markets that are
experiencing unfavorable economic conditions. Many of the Partnership's
properties are or were located in oil industry related and other weakened
markets and have experienced operating difficulties. In addition, markets
in some areas remained depressed due in part to overbuilding which
continued to depress residential rental rates. The level of sales of
existing properties have been affected by the limited availability of
financing in real estate markets. As disclosed in Note 4, the Partnership
has a balloon payment of $10,800,000 on McMillan Place Apartments due in
December 1994. To meet this obligation the Partnership is negotiating with
the lender for an extension and modification of the loan. The
Partnership's ability to hold and operate its remaining properties is
dependent on obtaining refinancing or debt restructuring as required. If
the Partnership is unable to obtain debt modification or refinancing, it is
likely that dispositions of properties now operating at a deficit or with
significant balloon payments will occur through sale, foreclosure or
transfer to the lenders. The Partnership sold Plantation Forest in
February 1994 and with the proceeds from the sale paid off the remaining
loans from an affiliate of the general partner. The Partnership believes
this strategy, combined with cash generated from the Partnership's
properties with positive operations are expected to allow the Partnership
to meet its capital and operating requirements. The outcome of these
uncertainties cannot presently be determined. The consolidated financial
<PAGE>
statements do not include any adjustments that might result from the
ultimate outcome of these uncertainties.
Distributions - Cash distributions have been suspended since 1987.
It is anticipated that cash distributions will remain suspended in 1994.
Consolidation - The consolidated financial statements include the
statements of the Partnership and its wholly owned subsidiaries, one of
which was formed in April 1992 into which Sandspoint and Greenspoint
Apartments were transferred. Another subsidiary was formed in October 1992
into which Wood Lake, Wood Ridge and Plantation Crossing Apartments were
transferred in June 1993. An additional subsidiary was formed in May 1993
into which Sunrunner Apartments was transferred. All significant
intercompany transactions and balances have been eliminated.
New Accounting Pronouncements - In December 1991, the Financial
Accounting Standards Board (FASB) issued Statement No. 107, "Disclosures
About Fair Value of Financial Instruments". This Statement will not affect
the financial position or results of operations of the Partnership but will
require additional disclosure on the fair value of certain financial
instruments for which it is practicable to estimate fair value.
Disclosures under this statement will be required in the 1995 financial
statements.
Cash and Cash Equivalents - The Partnership considers cash
investments, principally commercial paper, with an original maturity date
of three months or less at the time of purchase to be cash equivalents.
Rental Properties - Rental properties are stated at cost. A
provision for impairment of value is recorded when a decline in value of
property is determined to be other than temporary as a result of one or
more of the following: (1) a property is offered for sale at a price below
its current carrying value, (2) a property has significant balloon payments
due within the foreseeable future for which the Partnership does not have
the resources to meet, anticipates it will be unable to obtain replacement
financing or debt modification sufficient to allow a continued hold of the
property over a reasonable period of time, (3) a property has been, and is
expected to continue, generating significant operating deficits and the
Partnership is unable or unwilling to sustain such deficit results of
operations, and has been unable to, or anticipates it will be unable to,
obtain debt modification, financing or refinancing sufficient to allow a
continued hold of the property for a reasonable period of time or, (4) a
property's value has declined based on management's expectations with
respect to projected future operational cash flows and prevailing economic
conditions. An impairment loss is indicated when the undiscounted sum of
estimated future cash flows from an asset, including estimated sales
proceeds, and assuming a reasonable period of ownership up to five years,
is less than the carrying amount of the asset. The impairment loss is
measured as the difference between the estimated fair value and the
carrying amount of the asset. In the absence of the above circumstances,
rental properties and improvements are stated at cost.
Depreciation - Depreciation is computed by the straight-line method
over estimated useful lives of 30 years for buildings and improvements and
six years for furnishings. Properties for which a provision for impairment
of value has been recorded and are expected to be disposed of within the
next year are not depreciated.
<PAGE>
Properties in Receivership - When a property has been placed in
receivership and the Partnership does not expect to regain control of such
property, the Partnership no longer records operating revenues and
expenses, depreciation or other non cash expenses subsequent to the date of
receivership. In addition, interest is no longer accrued on such
property's notes payable as the Partnership does not expect to pay such
interest.
Deferred Financing Costs - Financing costs are deferred and
amortized over the lives as interest expense of the related loans, which
range from three to ten years, or expensed if financing is not obtained.
Net Loss Per Limited Partnership Unit - The net loss per limited
partnership unit is computed by dividing the net loss allocated to the
limited partners by 89,292 units outstanding.
Income Taxes - No provision for Federal and state income taxes has
been made in the consolidated financial statements because income taxes are
the obligation of the partners.
Reclassification - Certain amounts have been reclassified to
conform to the 1993 presentation.
2. TRANSACTIONS WITH THE GENERAL PARTNER AND AFFILIATES
In accordance with the Partnership Agreement, the Partnership
may be charged by the general partners and affiliates for services provided
to the Partnership. From March 1988 to December 1992 such amounts were
assigned pursuant to a services agreement by the general partner and
affiliates to Metric Realty Services, L.P., which performed partnership
management and other services for the Partnership. On January 1, 1993,
Metric Management, Inc., a company which is not affiliated with the general
partner, commenced providing certain property and portfolio management
services to the Partnership under a new services agreement. As provided
in the new services agreement effective January 1, 1993, no reimbursements
were made to the general partner and affiliates during 1993. Subsequent to
December 31, 1992, reimbursements were made to Metric Management, Inc. On
December 16, 1993, the services agreement with Metric Management, Inc. was
modified and, as a result thereof, the Partnership's general partner
assumed responsibility for cash management of the Partnership as of
December 23, 1993 and assumed responsibility for day-to-day management of
the Partnership's affairs, including portfolio management, accounting and
investor relations services as of April 1, 1994. In addition, interest was
charged on borrowings from affiliates of the general partner to the
Partnership. Related party expenses are as follows:
1993 1992 1991
Property management fees $ - $ 886,000 $ 878,000
Reimbursement of operational expenses:
Accounting - 269,000 269,000
Investor services - 66,000 41,000
Professional services - 39,000 44,000
------ ---------- ----------
Total $ - $1,260,000 $1,232,000
====== ========== ==========
Interest expense $57,000 $69,000 $26,000
<PAGE>
======= ======= =======
In accordance with the Partnership Agreement, the general partner
received a Partnership management incentive allocation equal to ten percent
of net and taxable income (losses) before gains on property dispositions.
The general partner was also allocated its two percent continuing interest
in the Partnership's net and taxable income (loss) after the preceding
allocation. The general partner is also allocated gain on property
dispositions to the extent it is entitled to receive distributions and then
12 percent of remaining gain.
3. RESTRICTED CASH
Restricted cash at December 31, 1993 represents $160,000 in
restricted tenant security deposits, $700,000 required to be maintained in
accordance with the new financing agreement on Wood Lake, Wood Ridge and
Plantation Crossing Apartments in order to meet future capital
requirements, and $656,000 security for letters of credit totalling
$600,000 which the Partnership provided the lender in connection with the
purchase of Misty Woods Apartments. These letters of credit may be drawn
upon by the lender under certain conditions. They are subject to annual
review and renewal by the lender, and will be released upon satisfaction of
the conditions per the agreement, principally the attainment of certain
rental income levels at the property. The letters of credit were due June
15, 1993. However, the Partnership obtained an extension for an additional
year to June 1994. Upon expiration the lender will re-evaluate the
requirements for such letters of credit, but could determine that all or
part of these amounts be drawn on to pay down the loan. Restricted cash of
$656,000 has been invested in commercial paper and matured in January 1994
at an interest rate of 3.35 percent per annum.
4. NOTES PAYABLE
Individual rental properties are pledged as collateral for the
related notes payable. Interest rates range from 7.6 percent to 10.9
percent at December 31, 1993. Generally, the difference between the pay
rates and contract rates was accrued and bore interest at the contract
rate. The notes are generally payable monthly, mature between 1994 and
1998 and require balloon payments. Plantation Forest Apartments was sold
in February 1994 and the related note payable was paid at sale. See Note
9. After reflecting the property sale as discussed above, principal
payments at December 31, 1993 are required as follows:
1994 $13,562,000
1995 17,611,000
1996 6,083,000
1997 3,536,000
1998 19,077,000
-----------
Total $59,869,000
===========
Amortization of the deferred financing costs totalled $349,000,
$256,000 and $213,000 for 1993, 1992 and 1991, respectively.
The Fund approached the lender on McMillan Place Apartments
requesting an extension of the current modification agreement which expired
in October 1991 and finalized an agreement in July 1992. Monthly interest
<PAGE>
only payments will be made at 9.625 percent per annum from October 1, 1991
through November 1992, 10.250 percent from December 1992 through November
1993 and 10.875 percent from December 1993 through the loan's maturity date
of December 1, 1994. The difference between the contract rate of 10.875
percent per annum and the modified pay rate is deferred and accrues
interest at the contract rate.
The Fund has a balloon payment on McMillan Place Apartments of
$10,800,000 due in December 1994. To meet this obligation, the Fund is
negotiating with the lender for debt modification and an extension of the
loan.
In June 1993 the Partnership finalized an agreement for replacement
financing on Wood Lake, Wood Ridge and Plantation Crossing Apartments. The
existing notes of $6,850,000, $6,371,000 and $4,361,000, respectively, with
contract interest rates ranging from 11.75 percent to 13.98 percent and
scheduled to mature in 1993 and 1994, were prepaid. The new loan in the
amount of $20,375,000 with a variable interest rate of 4.125 percent over a
90 day LIBOR rate not to exceed 11.50 percent in the first three years, is
due in June 1998. The loan interest rate was 7.6 percent at December 31,
1993. The note requires a minimum pay rate ranging from 8.5 percent to 9.5
percent. The difference between the loan interest rate and the minimum pay
rate is credited to principal. The new financing agreement requires a
$700,000 working capital reserve to be maintained by the Partnership. In
connection with this refinancing, the Partnership was required to pay
$540,000 in related costs, in addition to $199,000 in prepayment penalties.
The agreement also required the Partnership to transfer the properties into
a separate wholly owned subsidiary and to cross-collateralize the
properties as security for the loan. Prepaid financing costs of $523,000
were refunded in 1993 when the original lender rejected the loan.
In connection with the Parkside Village Apartments sale, the note
payable on Sunrunner Apartments was paid down by $500,000.
5. NOTES PAYABLE TO AFFILIATE OF THE GENERAL PARTNER
The Partnership borrowed an additional $291,000 in 1993 from an
affiliate of the general partner to provide cash for working capital needs.
The Partnership repaid $1,309,000 in principal and $86,000 in interest to
an affiliate of the general partner in 1993. As of December 31, 1993 the
Partnership had outstanding borrowings of $370,000 from an affiliate of the
general partner to provide cash for working capital needs. These remaining
notes bear interest at the prime rate plus one percent (prime rate was six
percent at December 31, 1993) and are payable upon demand. Accrued interest
payable to an affiliate of the general partner was $65,000 as of December
31, 1993. In February 1994 the Partnership paid off all remaining and
outstanding borrowings owed to an affiliate of the general partner.
Interest charged on the notes was $57,000, $69,000 and $26,000 for the year
ended December 31, 1993, 1992 and 1991, respectively.
6. PROVISION FOR IMPAIRMENT OF VALUE AND LOSS ON SALE
In 1992, the Partnership determined that it would allow The Cove
Apartments, located in Tampa, Florida to be acquired by the lender through
foreclosure. Accordingly, a provision for impairment of value of
$1,694,000 was recognized in 1992 to reduce the carrying value of the
<PAGE>
property based on the estimated economic loss to the Partnership. Carrying
value includes the cost of the property less accumulated depreciation and
unamortized deferred financing costs.
The Partnership had placed Parkside Village Apartments, located in
Aurora, Colorado on the market for sale at a price less than its current
carrying value. Accordingly, a provision for impairment of value of
$1,895,000 was recognized in 1992 to reduce the carrying value based on the
estimated economic loss to the Partnership. Carrying value includes cost
of the property less accumulation depreciation and unamortized deferred
financing costs.
In July 1993, the Partnership disposed of The Cove Apartments
through foreclosure, as discussed in Note 8, and recognized a $44,000 loss
on disposition in 1993.
7. EXTRAORDINARY ITEM - GAIN ON EXTINGUISHMENT OF DEBT
In June 1992, the Partnership obtained replacement financing on the
Sandspoint and Greenspoint Apartments. The existing notes of $11,750,000
and $10,000,000 with an interest rate of 10 percent at June 30, 1992, which
had been due in 1995, were prepaid at a discounted amount totalling
$17,721,000. The replacement financing on the Sandspoint and Greenspoint
Apartments totalled $9,820,000 and $8,430,000, respectively. In connection
with the financing, the Partnership paid $727,000 in refinancing costs.
The new financing agreement provides for a variable interest rate at 4.50
percent over a 90 day LIBOR interest rate. The current interest rate is
7.75 percent with a minimum pay rate of 10 percent. The notes will mature
in 1995 with an option to extend the maturity date an additional two years.
The agreement also required the Fund to transfer the properties into a
separate wholly owned subsidiary and to cross-collateralize the properties
as security for the loans. The discount amount of $4,029,000 plus accrued
interest of $886,000 forgiven by the lender upon prepayment of the original
financing, net of unamortized loan fees of $113,000 was recognized by the
Partnership as extraordinary item - gain on extinguishment of debt in the
1992 consolidated financial statements.
The Partnership had been negotiating debt modification or a
discounted payoff with the lender of the loan on Shadow Lake Apartments but
was unsuccessful. In an effort to obtain debt modification, the
Partnership did not make the June 1992 debt service payment. The lender
issued a notice of default and placed a receiver on the property on July
31, 1992. In December 1992, the Partnership sold Shadow Lake Apartments,
located in Little Rock, Arkansas for $6,443,000. As part of the sale, a
portion of the existing loan in the amount of $6,300,000 was repaid at the
time of the sale. The lender forgave the remaining principal balance and
accrued interest of $2,330,000. In connection with the property
disposition, the Partnership incurred closing costs of $10,000. The net
loss on sale was $257,000 which was recognized in 1992. The $2,330,000
amount forgiven by the lender net of unamortized financing costs of
$110,000, was recognized as extraordinary item - gain on extinguishment of
debt in the 1992 consolidated financial statements.
8. DISPOSITION OF RENTAL PROPERTIES
In May 1993, the Partnership sold Parkside Village Apartments,
located in Aurora, Colorado for $11,259,000. After payment of the existing
loan of $7,667,000 and costs of the sale of $728,000 (including $281,000
<PAGE>
real estate commission paid to an outside broker and $400,000 prepayment
penalty on the existing loan), the net proceeds to the Partnership were
$2,864,000. The carrying value of the property at the time of sale, net of
the $1,895,000 provision for impairment of value recognized in 1992, was
$9,955,000. The net gain on the sale was $576,000.
In July 1993, the Partnership allowed The Cove Apartments, located
in Tampa, Florida, to be acquired through foreclosure by the holder of the
first loan. Accordingly, the Partnership was relieved of the first note
payable of $16,000,000 (which had been due September 1994), $18,000 in
accrued property taxes and $619,000 of accrued and unpaid interest. In
addition, the expenses of disposition were $52,000. The carrying value of
the property at the time of foreclosure, net of the $1,694,000 provision
for impairment of value recognized in 1992, was $16,629,000. The net loss
on disposition was $44,000 and was recognized in 1993. See Note 6.
9. SUBSEQUENT EVENT - SALE OF RENTAL PROPERTY
In February 1994 the Partnership sold Plantation Forest
Apartments, located in Atlanta, Georgia for $2,450,000. After payment of
the existing loan of $1,965,000 and expenses of sale of $3,000, the
proceeds to the Partnership were $482,000. The estimated loss on the sale
of $149,000 will be recognized in the first quarter of 1994. A portion of
the proceeds was used to fully repay the remaining and outstanding
borrowings owed to an affiliate of the general partner.
10. RECONCILIATION TO INCOME TAX METHOD OF ACCOUNTING
The differences between the accrual method of accounting for income
tax reporting and the accrual method of accounting used in the consolidated
financial statements are as follows:
<TABLE>
<CAPTION>
1993 1992 1991
<S> <C> <C> <C>
Net loss - financial statements $(2,686,000) $(1,288,000) $(5,257,000)
Differences resulted from:
Amortization of notes payable
discount 8,000 7,000 24,000
Depreciation (1,887,000) (2,382,000) (1,762,000)
Amortization of deferred financing
costs and organization expenses (114,000) 134,000 38,000
Construction period interest and taxes (471,000) (510,000) (513,000)
Provision for impairment of value - 3,589,000 -
Operating - receivership 158,000 77,000 -
Interest expense -
short-term borrowings (29,000) 69,000 26,000
Interest - receivership - 450,000 -
Prepayment penalty (400,000) - -
Gain on property dispositions - net 6,301,000 3,107,000 -
Other (12,000) 30,000 (53,000)
----------- ---------- ----------
Net income (loss)
- income tax method $ 868,000 $3,283,000 $(7,497,000)
=========== ========== ===========
Taxable income (loss) per limited
partnership unit after giving effect
<PAGE>
to the allocation to the general partner $8 $32 $(74)
== === ====
Partners' equity -
financial statements $ 7,451,000 $10,137,000 $11,425,000
Differences resulted from:
Sales commissions and
organization expenses 12,413,000 12,413,000 12,413,000
Payments credited to
rental properties 215,000 855,000 886,000
Amortization of notes
payable discount 448,000 1,180,000 1,173,000
Depreciation (22,059,000) (30,866,000) (32,670,000)
Interest expense (1,347,000) (1,569,000) (818,000)
Construction period interest
and taxes (4,320,000) (3,849,000) (3,712,000)
Provision for impairment of value - 3,589,000 -
Amortization of deferred financing
costs and organization expenses - 36,000 122,000
Acquisition costs expensed - (40,000) (40,000)
Interest expense -
short-term borrowings 66,000 95,000 26,000
Other (26,000) (8,000) (115,000)
----------- ----------- -----------
Partners' deficiency
- income tax method $(7,159,000) $(8,027,000)$(11,310,000)
=========== =========== ============
</TABLE>
<PAGE>
<PAGE>
<TABLE>
SCHEDULE X
CENTURY PROPERTIES FUND XIX
(A LIMITED PARTNERSHIP)
CONSOLIDATED STATEMENTS OF OPERATIONS INFORMATION
FOR THE YEARS ENDED DECEMBER 31, 1993, 1992 AND 1991
<CAPTION>
COLUMN A COLUMN B
CHARGED TO EXPENSES
ITEM 1993 1992 1991
<S> <C> <C> <C>
1. Depreciation $2,840,000 $3,784,000 $4,535,000
2. Maintenance and repairs $2,143,000 $2,301,000 $2,352,000
3. Property taxes $1,048,000 $1,435,000 $1,589,000
4. Advertising $516,000 $506,000 $476,000
5. Amortization of financing costs $349,000 $256,000 $213,000
</TABLE>
As to items omitted, amounts did not exceed one percent of total
revenues.
<PAGE>
<PAGE><TABLE>
SCHEDULE XI
CENTURY PROPERTIES FUND XIX
(A LIMITED PARTNERSHIP)
REAL ESTATE AND ACCUMULATED DEPRECIATION
DECEMBER 31, 1993
<CAPTION>
1 2 3 4 5 6 7 8 9 10 11 12
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Wood Lake Apartments Atlanta, Georgia
$ 6,965 $ 1,206 $10,980 $ 422 $ 1,206 $11,402 $12,608 $ 4,120 1983 12/83
Sandspoint Apartments Phoenix, Arizona
9,503 2,124 13,158 512 $ (44) 2,146 13,604 15,750 4,712 1986 2/84
Greenspoint Apartments Phoenix, Arizona
8,157 2,165 11,199 228 (153) 2,140 11,299 13,439 3,900 1986 2/84
Wood Ridge Apartments Atlanta, Georgia
7,960 1,632 12,321 509 - 1,632 12,830 14,462 4,556 1982 4/84
Plantation Crossing Apartments Atlanta, Georgia
5,348 1,062 7,576 305 - 1,062 7,881 8,943 2,778 1980 6/84
Plantation Forest Apartments Atlanta, Georgia
1,966 591 2,803 176 - 591 2,979 3,570 981 1980 6/84
Sunrunner Apartments St. Petersburg, Florida
3,366 634 6,485 422 - 634 6,907 7,541 2,467 1981 7/84
McMillan Place Apartments Dallas, Texas
10,800 2,399 10,826 493 (11) 2,427 11,280 13,707 3,965 1985 6/85
Misty Woods Apartments Charlotte, North Carolina
5,804 429 6,846 148 (7) 434 6,982 7,416 2,395 1986 6/85
------- ------- ------- ------ ------ ------ -------- ------- -------
<PAGE>
Total$59,869$12,242 $82,194 $3,215 $(215)$12,272 $85,164 $97,436 $29,874
======= ======= ======= ====== ===== ======= ======= ======= =======
See accompanying notes.
</TABLE>
<PAGE>
<PAGE>
1. COLUMN A - Description
2. COLUMN B - Encumbrances
3. COLUMN C - Initial cost to Partnership - Land
4. COLUMN C - Initial cost to Partnership - Buildings and
Improvements
5. COLUMN D - Cost Capitalized Subsequent to Acquisition -
Improvements
6. COLUMN D - Cost Capitalized Subsequent to Acquisition - Carrying
Costs
7. COLUMN E - Gross Amount at Which Carried at Close of Period<F1> -
Land
8. COLUMN E - Gross Amount at Which Carried at Close of Period<F1> -
Buildings and Improvements
9. COLUMN E - Gross Amount at Which Carried at Close of Period<F1> -
Total<F3>
10. COLUMN F - Accumulated Depreciation <F2><F4>
11. COLUMN G - Year of Construction
12. COLUMN H - Date of Acquisition
<PAGE>
SCHEDULE XI
CENTURY PROPERTIES FUND XIX
(A LIMITED PARTNERSHIP)
REAL ESTATE AND ACCUMULATED DEPRECIATION
DECEMBER 31, 1993
NOTES:
<F1> The aggregate cost for Federal income tax purposes is $91,986,000.
<F2> Depreciation is computed on lives ranging from six to 30 years.
<F3> Balance, January 1, 1991 $146,079,000
Improvements capitalized
subsequent to acquisition 654,000
------------
Balance, December 31, 1991 146,733,000
Improvements capitalized
subsequent to acquisition 557,000
Cost of rental property disposed of (9,462,000)
------------
Balance, December 31, 1992 137,828,000
Improvements capitalized
subsequent to acquisition 658,000
Cost of rental property disposed of (41,050,000)
------------
Balance, December 31, 1993 $ 97,436,000
============
<F4> Balance, January 1, 1991 $ 32,499,000
Additions charged to expense 4,535,000
------------
Balance, December 31, 1991 37,034,000
Additions charged to expense 3,784,000
Provision for impairment of value 3,589,000
Accumulated depreciation on rental
property disposed of (2,772,000)
------------
Balance, December 31, 1992 41,635,000
Additions charged to expense 2,840,000
Accumulated depreciation on rental
property disposed of (11,012,000)
Allowance for impairment of value
on rental properties disposed of (3,589,000)
------------
Balance, December 31, 1993 $29,874,000
===========
<PAGE>
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURES.
Not applicable.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
The Fund has no directors or executive officers. The following are
the names and additional information relating to the directors and
executive officers of NPI Equity II. On December 6, 1993, NPI Equity II
became managing partner of FRI and acquired voting control and assumed
operational control of Fox, thereby obtaining management and control of the
general partner. By virtue of their positions with NPI Equity II, the
listed individuals control the business affairs of the Fund. FRI, Fox and
their affiliates, including NPI, serve directly or indirectly as general
partner of 30 public partnerships.
MICHAEL L. ASHNER (age 41) has been President and a Director of NPI
since 1984, President and a Director of NPI Equity II since 1993 and
President and a Director of Fox since December 6, 1993. Since 1991, Mr.
Ashner has also served as a Director and President of NPI Equity
Investments, Inc. ("NPI Equity I"), an affiliate of NPI Equity II, which
serves as the general partner of the seven public NPI real estate limited
partnerships. In addition, since 1981 Mr. Ashner has been President and
sole shareholder of Exeter Capital Corporation, a firm which has organized
and administered real estate limited partnerships. He received his A.B.
degree cum laude from Cornell University and received a J.D. degree magna
cum laude from the University of Miami School of Law, where he was an
editor of the law review. Mr. Ashner is a member of the New Jersey, New
York and Florida bar associations and is a member of the Executive Council
of the Board of Directors of the National Multi Housing Council.
MARTIN LIFTON (age 61) has been the Chairman and a Director of NPI
since 1991 and NPI Equity II since 1993 and the Chairman and a Director of
Fox since December 6, 1993. In addition, since 1991, Mr. Lifton has served
as the Chairman and a Director of NPI Equity I. Mr. Lifton is also
Chairman and President of Lifton Company, a real estate investment firm.
Since entering the real estate business 35 years ago, Mr. Lifton has
engaged in a wide range of real estate activities, including the purchase
and construction of apartment complexes in the New York metropolitan area
and in the southeastern and midwestern United States. Mr. Lifton was also
one of the founders of the Bank of Great Neck of which he is Chairman and a
major stockholder. Mr. Lifton received his B.S. degree from the New York
University School of Commerce where he majored in real estate.
ARTHUR N. QUELER (age 47) was a co-founder of NPI, of which he has
been Executive Vice President and a Director since 1984. Mr. Queler has
also been Executive Vice President and a Director of NPI Equity II since
1993 and of Fox since December 6, 1993. Since 1991, Mr. Queler has been
Executive Vice President and a Director of NPI Equity I. In addition,
since 1983 Mr. Queler has been President of ANQ Securities, Inc., a NASD
registered broker-dealer firm which has been responsible for supervision of
licensed brokers and coordination with a nationwide broker-dealer network
for the marketing of NPI investment programs. Prior to 1983, Mr. Queler
was a managing general partner of Berg Harquel Associates, a real estate
syndication firm, in which capacity he was involved in the acquisition,
<PAGE>
syndication and management of 23 properties. Mr. Queler is a certified
public accountant. He received B.B.A. and M.B.A. degrees from the City
College of New York.
Messrs. Ashner, Lifton and Queler currently are the beneficial
owners of all of the outstanding stock of NPI.
ITEM 11. EXECUTIVE COMPENSATION
The Fund does not pay or employ any directors or officers.
Compensation to the directors and officers of Fox, the managing general
partner of the general partner, and to the partners of FRI, a general
partner of the general partner, is paid directly by Fox and FRI, as the
case may be.
The Fund has not established any plans pursuant to which plan or
non-plan compensation has been paid or distributed during the last fiscal
year or is proposed to be paid or distributed in the future, nor has the
Fund issued or established any options or rights relating to the
acquisition of its securities or any plans relating to such options or
rights. However, the general partner of the Fund has received and is
expected to receive certain allocations, distributions and other amounts
pursuant to the Fund's limited partnership agreement.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
There is no person known to the Fund who owns beneficially or of
record more than five percent of the voting securities of the Fund. Other
than the 100 Limited Partnership Units which Fox purchased at or prior to
the closing date, the Fund's general partners have not contributed any
capital to the Fund. With respect to the ownership of 100 Limited
Partnership Units, Fox has the same rights and entitlement as all other
limited partners. However, the general partner has discretionary control
over most of the decisions made by or for the Fund pursuant to the terms of
the Fund's limited partnership agreement. The Fund has no directors or
officers. The directors and executive officers of Fox and the partners of
FRI, as a group, own less than one percent of the Fund's voting securities.
There are no arrangements known to the Fund, the operation of which
may, at a subsequent date, result in a change in control of the Fund.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
The Fund borrowed an additional $291,000 in 1993 from an affiliate
of the general partner to provide cash for working capital needs. The Fund
repaid $1,309,000 in principal and $86,000 in interest to an affiliate of
the general partner in 1993. On December 6, 1993 an affiliate of NPI
Equity II purchased the remaining and outstanding loans owed to an
affiliate of the general partner. As of December 31, 1993 the Partnership
had outstanding borrowings of $370,000 from an affiliate of the general
partner to provide cash for working capital needs. These remaining notes
bear interest at the prime rate plus one percent (prime rate was six
percent at December 31, 1993) and are payable upon demand. In February
1994 the Partnership paid off all remaining and outstanding borrowings owed
to an affiliate of the general partner. Interest charged on the notes was
$57,000, $69,000 and $26,000 for the year ended December 31, 1993, 1992 and
1991, respectively.
<PAGE>
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM
8-K.
(a) 1., 2. and 3. See Item 8 of this Form 10-K for the Financial
Statements of the Fund, Notes thereto, and Financial Statement Schedules.
(A table of contents to Consolidated Financial Statements and Financial
Statement Schedules is included in Item 8 and incorporated herein by
reference.)
(b) The following report on Form 8-K was required to be filed during
the last quarter covered by this Report:
DATE OF ITEM
MONTH SUCH NUMBERS
FILED REPORT REPORTED DESCRIPTION
December 12/6/93 1 Changes in Control
of Registrant
(c) Financial Statement Schedules, if required by Regulation S-K, are
included in Item 8.
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the Registrant has duly caused this Report
to be signed on its behalf by the undersigned, thereunto duly authorized.
CENTURY PROPERTIES FUND XIX
By: FOX PARTNERS II
Its General Partner
By: FOX CAPITAL MANAGEMENT CORPORATION
A General Partner ("FOX")
By: /s/ Michael L. Ashner
------------------------
Michael L. Ashner
President
Date: March 18, 1994
Pursuant to the requirements of the Securities Exchange Act of
1934, this Report has been signed below by the following persons on behalf
of the registrant and in the capacities and on the date indicated.
By: /s/ Michael L. Ashner By: /s/ Arthur N. Queler
---------------------- ----------------------
Michael L. Ashner Arthur N. Queler
President and Director of Executive Vice President (Principal
FOX Financial and Accounting Officer)
and Director of
FOX
By: /s/ Martin Lifton
--------------------
Martin Lifton
Chairman and Director of
FOX
Date: March 18, 1994
<PAGE>
