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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, 1994, or
X 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 incorporation (I.R.S Employer Identification
or organization) No.)
5665 Northside Drive, N.W.,
Suite 370
Atlanta, Georgia 30328
--------------------------------------- -------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (404) 916-9090
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 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:
Prospectus of Registrant dated September 20, 1983, as amended on June 13, 1984
and thereafter supplemented incorporated in Parts I and IV.
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CENTURY PROPERTIES FUND XIX
(a limited partnership)
PART I
Item 1. Business.
Century Properties Fund XIX (hereinafter referred to as "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 Registrant. The
general partners of Fox Partners II are Fox Capital Management Corporation (the
"Managing General Partner"), a California corporation, Fox Realty Investors
("FRI"), a California general partnership, and Fox Partners 83, a California
general partnership.
Registrant'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"). The Prospectus was
filed with the Securities and Exchange Commission pursuant to Rule 424(b) of the
Securities Act of 1933.
The principal business of Registrant is and has been to acquire, hold for
investment and ultimately sell income-producing multi-family residential
properties. Registrant is a "closed" limited partnership real estate syndicate
formed to acquire multi-family residential properties.
Beginning in September 1983 through October 1984, Registrant offered
$90,000,000 in Limited Partnership Units and sold units having an initial cost
of $89,292,000. The net proceeds of this offering were used to acquire thirteen
income-producing real properties. Registrant's original property portfolio was
geographically diversified with properties acquired in seven states.
Registrant's acquisition activities were completed in June 1985 and since then
the principal activity of Registrant 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,
"Properties" for a description of Registrant's properties.
Registrant is involved in only one industry segment, as described above. The
business of Registrant is not seasonal. Registrant does not engage in any
foreign operations or derive revenues from foreign sources. From March 1988
through December 1993, Registrant's affairs had been managed by Metric
Management, Inc. ("MMI") or a predecessor. On December 16, 1993, the services
agreement with MMI was modified and, as a result thereof, the Managing General
Partner began directly providing cash management services for Registrant as of
December 23, 1993 and day-to-day management of Registrant's affairs, including
portfolio management, accounting and investor relations services as of April 1,
1994.
On December 6, 1993, the shareholders of the Managing General Partner entered
into a Voting Trust Agreement with NPI Equity Investments II, Inc. ("NPI Equity
II") pursuant to which NPI Equity II was granted the right to vote 100% of the
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outstanding stock of the Managing General Partner. In addition, NPI Equity II
became the managing partner of FRI. As a result, NPI Equity II indirectly
became responsible for the operation and management of the business and affairs
of Registrant and the other investment partnerships originally sponsored by the
Managing General Partner and/or FRI. NPI Equity II is a wholly-owned subsidiary
of National Property Investors, Inc. ("NPI, Inc."), a diversified real estate
management company with offices in Jericho, New York and Atlanta, Georgia. The
individuals who had served previously as partners of FRI and as officers and
directors of the Managing General Partner contributed their general partnership
interests in FRI to a newly formed limited partnership, Portfolio Realty As
sociates, L.P. ("PRA"), in exchange for limited partnership interests in PRA.
The shareholders of the Managing General Partner and the prior partners of FRI,
in their capacity as limited partners of PRA, continue to hold indirectly
certain economic interests in Registrant and such other investment limited
partnerships, but have ceased to be responsible for the operation and management
of Registrant and such other partnerships.
In connection with the acquisition by NPI Equity II of voting control of the
Managing General Partner, NPI Realty Advisors, Inc. ("NPI Realty"), an affiliate
of NPI Equity II, acquired an aggregate of approximately $10,800,000 of loans
made by FRI and the Managing General Partner to Registrant and certain other
affiliated partnerships (the "Fox Advances") including a $433,091 loan to
Registrant. The aggregate purchase price for such loans was equal to the sum of
the outstanding principal amount of, and al l accrued and unpaid interest on,
such loans. The purchase price was paid by a $3,000,000 cash payment and
delivery to FRI and the Managing General Partner of two promissory notes due
December 16, 1999 in the aggregate principal amount of $7,796,761.41. The
promissory notes are secured by the Fox Advances and general partner interest of
NPI Equity II in FRI. Interest on the promissory notes accrued at a rate equal
to the lower of 9% per annum or the prime rate of interest as announced from
time to time by Bank of America, N.T. & S.A. As of December 31, 1994, all of
the principal amount of the promissory notes had been paid. In addition,
Registrant repaid the outstanding balance on its loan from the proceeds of the
sale of Plantation Forest Apartments.
On August 10, 1994, NPI, Inc., entered into an agreement with an affiliate
("Apollo") of Apollo Real Estate Advisors, L.P. to sell to Apollo up to
one-third of the stock of NPI, Inc. In addition, Apollo obtained general and
limited partnership interests in NPI-AP Management, L.P. ("NPI-AP"). NPI
Property Management Corporation ("NPI Management"), an affiliate of the Managing
General Partner, became the managing general partner of NPI-AP.
On October 12, 1994, NPI, Inc. sold one-third of its stock to Apollo. Apollo
is entitled to designate three of the seven directors of the Managing General
partner and NPI Equity II. In addition, the approval of certain major actions
on behalf of Registrant requires the affirmative vote of at least five directors
of the Managing General Partner.
On October 12, 1994, affiliates of Apollo acquired (i) one-third of the stock
of the respective general partners of DeForest Ventures I L.P. ("DeForest I")
and DeForest Ventures II L.P. and (ii) an additional equity interest in NPI-AP
(bringing its total equity interest in such entity to one-third). NPI-AP is a
limited partner of DeForest I which was formed for the purpose of making tender
offers (the "Tender Offers") for limited partnership interests in Registrant as
well as 11 affiliated limited partnerships.
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During the fourth quarter of 1994, DeForest I acquired 20,430 limited
partnership units or approximately 22.9% of the total limited partnership units
of Registrant. (See Item 12, "Security Ownership of Certain Beneficial Owners
and Management").
Both the income and the expenses of operating the properties owned by
Registrant are subject to factors outside Registrant'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 Registrant 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 Registrant'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 Managing 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 Registrant.
Registrant 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 Registrant received notice
that it is a potentially responsible party with respect to an environmental
clean up site.
Registrant maintains property and liability insurance on the properties and
believes such coverage to be adequate.
Registrant is affected by and subject to the general competitive conditions of
the residential real estate industry. Many of Registrant's properties which are
or were located in oil industry dependent and other weakened markets have been
adversely affected by economic conditions in these markets. In addition, each
of Registrant's properties competes in an area which normally contains numerous
other multi-family residential properties which may be considered competitive.
In 1994 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 Registrant 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.
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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 Registrant's strategy as set forth in
Item 7 as well as upon significant improvement in the performance of
Registrant's remaining properties and the markets in which such properties are
located and on the sales price of the remaining p roperties. 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 Registrant's ability to obtain additional financing, refinancing,
or debt restructuring as required.
Property Matters
Plantation Forest Apartments - On February 8, 1994, Registrant sold this
property for $2,450,000 to an unaffiliated third party. After payment of the
existing loan of $1,965,000 and expenses of the sale, the proceeds to Registrant
were approximately $482,000. The tax loss on the sale was $149,000. Net
proceeds realized from the sale were in part used to fully repay $370,000 of the
demand notes, plus accrued interest, held by NPI Realty. The balance was added
to working capital. See, Item 8, "Consolida ted Financial Statements and
Supplementary Data - Note 9."
Misty Woods Apartments - As of June 1, 1994, the lender holding the mortgage
at Misty Woods Apartments was permitted to draw on the two letters of credit,
each in the amount of $300,000, which were held in connection with the note
payable encumbering this property. In accordance with the loan agreement,
Registrant applied the net proceeds of the draw ($594,000) to the note, reducing
the mortgage balance to $5,183,000. Commencing July 1, 1994, the monthly debt
service payment was reduced to approximately $46,000. See, Item 8,
"Consolidated Financial Statements and Supplementary Data - Note 5."
McMillan Place Apartments - On September 1, 1994, Registrant obtained a
modification of the existing mortgage encumbering McMillan Place Apartments in
the amount of $12,939,000 (including accrued interest of $2,139,000). The loan
was split into a first mortgage note of $10,800,000 and a second mortgage note
of $2,139,000. The first mortgage requires monthly payments of approximately
$89,000, bears interest at 8.25% per annum and is being amortized over a
twenty-two year period. Under the terms of the sec ond mortgage, interest
accrues at 8.25% (with monthly compounding) per annum. Monthly payments of
interest or principal are not required on the second mortgage. Quarterly
payments, however, of all excess cash flow, as defined in the cash management
agreement, are required to be made to the lender to reduce the second mortgage.
In addition, pursuant to the terms of the loan documents Registrant is
prohibited from making any distributions from operations to its partners. Both
loans mature on August 31, 19 99 with a balloon payment of approximately
$9,767,000 on the first mortgage plus the outstanding balance on the second
mortgage note. As specified in the modification, Registrant was required to
deposit $80,000 in a reserve account for future capital improvements and is
required to make monthly payments of $10,000 to the reserve account for the term
of the loan. See, Item 8, "Consolidated Financial Statements and Supplementary
Data - Note 5."
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Employees
Services are performed for Registrant at its remaining properties by on-site
personnel all of whom are employees of NPI-AP, which directly manages
Registrant's remaining properties. All payroll and associated expenses of such
on-site personnel are fully reimbursed by Registrant to NPI-AP. Pursuant to a
management agreement, NPI-AP provides certain property management services to
Registrant in addition to providing on-site management. In addition, Registrant
and other affiliated partnerships employ, on a part-time basis, approximately 20
individuals who perform accounting, secretarial, transfer and administrative
services for them and Registrant pays for its pro rata portion of such services.
Item 2. Properties.
A description of the multi-family residential properties in which Registrant
has or has had an ownership interest is as follows. All of Registrant's
properties are owned in fee.
Portfolio
Date of Date of Percentage
Name and Location Purchase Sale Size (1)
----------------- -------- ------- ---- ----------
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
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Portfolio
Date of Date of Percentage
Name and Location Purchase Sale Size (1)
----------------- -------- ------- ---- ----------
Plantation Forest Apartments(2) 06/84 2/94 64 units 2
8740 Roswell Road NE
Atlanta, Georgia
The Cove Apartments(3) 12/84 7/93 689 units 14
4003 South Westshore Boulevard
Tampa, Florida
Parkside Village Apartments(4) 11/83 5/93 383 units 11
15650 East Iliff Avenue
Aurora, Colorado
Shadow Lake Apartments(5) 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
(1) Represents the percentage of original cash invested in the individual
property of the total original cash invested in all properties.
(2) Sold in February 1994. See, Item 1, "Business-Property Matters" and
Item 8, "Consolidated Financial Statements and Supplementary Data - Note
9."
(3) Acquired by the lender through foreclosure in July 1993. See, Item 8,
"Consolidated Financial Statements and Supplementary Data - Note 9."
(4) Sold in May 1993. See, Item 8, "Consolidated Financial Statements and
Supplementary Data - Note 9."
(5) Sold in December 1992. See, Item 8, "Consolidated Financial Statements
and Supplementary Data - Note 8."
See, Item 8, "Consolidated Financial Statements and Supplementary Data" for
information regarding any encumbrances to which the properties of Registrant are
subject.
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An occupancy summary is set forth on the chart following:
OCCUPANCY SUMMARY
Average
Occupancy Rate(%)
for the Year Ended
December 31,
----------------
1994 1993 1992
---- ---- ----
Wood Lake Apartments..................... 96 91 92
Greenspoint Apartments................... 98 97 94
Sandspoint Apartments.................... 95 90 91
Wood Ridge Apartments.................... 97 94 92
Plantation Crossing Apartments........... 96 97 97
Plantation Forest Apartments (1)......... 99 94 95
Sunrunner Apartments..................... 97 91 92
McMillan Place Apartments................ 96 93 93
Misty Woods Apartments................... 95 93 95
______________
(1) Property was sold in February 1994. 1994 average occupancy
rate covers the periods from January 1994 through the date of sale.
Item 3. Legal Proceedings.
Lawrence M. Whiteside, on behalf of himself and all others similarly situated,
v. Fox Capital Management Corporation et al., Superior Court of the State of
California, San Mateo County, Case No. 390018 ("Whiteside").
In November 1994, Lawrence Whiteside, a limited partner of Century Properties
Fund XIX, a limited partnership affiliated with the Managing General Partner,
commenced an action in the Superior Court of California, County of San Mateo,
against, among others, affiliates of the Managing General Partner. The action
alleges, among other things, that the Tender Offers constitute (a) a breach of
the fiduciary duty owed to the limited partners of partnerships whose general
partners are affiliated with the Managing General Partner, and (b) a breach of,
or an inducement to breach, the provisions of the partnership agreements of such
partnerships. The action, which has been brought as a class action on behalf of
limited partners, sought to enjoin the Tender Offers as well as monetary damages
in an unspecified amount. On November 3rd the Superior Court denied plaintiff's
motion for a temporary restraining order with respect to the Tender Offers and
on November 18th the Superior Court denied plaintiff's motion for a pr eliminary
injunction. (See below for information with respect to a proposed settlement of
the claims asserted in this action.)
Bonnie L. Ruben and Sidney Finkel, on behalf of themselves and all others
similarly situated, v. DeForest Ventures I L.P., et. al., United States District
Court, Northern District of Georgia, Atlanta Division, Case No. 1-94-CV-2983-JEC
("Ruben").
In November 1994, Bonnie L. Ruben and Sidney Finkel, limited partners of
partnerships whose general partners are affiliated with the Managing General
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Partner, commenced an action in the United States District Court, Northern
District of Georgia, against, among others, affiliates of the Managing General
Partner. The action alleges, among other things, that the Tender Offers
constitute (a) a breach of the fiduciary duty owed to the limited partners of
such partnerships, and (b) a breach of, or an inducement to breach, the
provisions of the partnership agreements of such partnerships. The action,
which has been brought as a class action on behalf of limited partners, sought
to enjoin the Tender Offers as well as monetary damages in an unspecified
amount. After the District County denied plaintiffs motion for a temporary
restraining order, the plaintiffs withdrew their request for a preliminary
injunction but are still seeking monetary damages and have added a third named
plaintiff, Robert Lewis. (See below for information with respect to a proposed
settlement of this action.)
Roger L. Vernon, individually andon behalf of all similarly situated persons
v. DeForest Ventures I L.P. et. al., Circuit Court of Cook County, County
Departments, Chancery Division, State of Illinois, Case No. 94CH0100592
("Vernon").
In November 1994, Roger L. Vernon, a limited partner of Century Properties
Fund XVIII, a limited partnership affiliated with the Managing General Partner,
commenced an action in the Circuit Court of Cook County, County Department,
Chancery Division against, among others, affiliates of the Managing General
Partner. The action alleges, among other things, that the Tender Offers
constitute (a) a breach of the fiduciary duty owed to the limited partners of
such partnerships, and (b) misuse of partnership assets. The action, which has
been brought as a class action on behalf of limited partners, sought to enjoin
the Tender Offers as well as monetary damages in an unspecified amount. The
plaintiffs request for a preliminary injunction was not timely as the action was
commenced after the consummation of the Tender Offers. (See below for
information with respect to a proposed settlement of the claims asserted in this
action.)
James Andrews, et al., on behalf of themselves and all others similarly
situated v. Fox Capital Management Corporation, et al., United States District
Court, Northern District of Georgia, Atlanta Division, Case No. 1-94-CV-3351-JEC
("Andrews").
In December 1994, James Andrews, a limited partner of Century Properties Fund
XV, a limited partnership affiliated with the Managing General Partner,
commenced an action in the United States District Court, Northern District of
Georgia, against, among others, affiliates of the Managing General Partner. The
action alleges, among other things, that the tender offers constitute (a) a
breach of the fiduciary duty owed to the limited partners of such partnerships,
and (b) a breach of, and an inducement to brea ch, the provisions of the
partnership agreement of such partnerships. The action, which has been brought
as a class action on behalf of limited partners, seeks monetary damages in an
unspecified amount. (See below for information with respect to a proposed
settlement of this action.
On March 16, 1995 the United States District Court for the Northern District
of Georgia, Atlanta Division, entered an order which granted preliminary
approval to a settlement agreement in the Ruben and Andrews actions,
conditionally certified two classes for purpose of settlement, and authorized
the parties to give notice to the classes of the terms of the proposed
settlement. Plaintiffs counsel in the Vernon and Whiteside action have joined
in the Settlement Agreement as well. The two certified classes constitute all
limited partners of Registrant and the eighteen other affiliated partnerships
who either tendered their units in connection with the
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October tender offers or continue to hold their units in Registrant and the
other affiliated partnerships. Pursuant to the terms of the proposed
settlement, which are described in the notice sent to the class members in March
1995, (and more fully described in the Amended Stipulation of Settlement
submitted to the court on March 14, 1995) all claims which either were made or
could have been asserted in any of the class actions would be dismissed with
prejudice and/or released. In consideration for the dismissal and/or release of
such claims, among other things, DeForest I would pay to each unitholder who
tendered their units in Registrant an amount equal to 15% of the original tender
offer price less attorney's fees and expenses. In addition, DeForest will
commence a second tender offer for an aggregate number of units of Registrant
(including the units purchased in the initial tender) constituting up to 49% of
the total number of units of Registrant at a price equal to the initial tender
price plus 15% less attorney's fees and expenses. Furthermore, under the terms
of the proposed settlement, the Managing General Partner would agree, among
other things, to provide Registrant a credit line of $150,000 per property which
would bear interest at the lesser of prime rate plus 1% and the rate permitted
under the partnership agreement of Registrant. A hearing on the final approval
of the settlement is scheduled for May 19, 1995.
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. As of March 1, 1995, distributions from
operations to date to unitholders have been approximately $25 for each $1,000
of original investment.
No distributions from operations were made during the years ended December 31,
1994 and 1993. See Item 7, "Management's Discussion and Analysis of Financial
Condition and Results of Operations" for a discussion of Registrant's financial
ability to make distributions.
As of March 1, 1995, the approximate number of holders of Limited Partnership
Units was 7,106.
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Item 6. Selected Financial Data.
The following represents selected financial data for Registrant for the years
ended December 31, 1994, 1993, 1992, 1991 and 1990. 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.
<TABLE>
<CAPTION>
For the Year Ended December 31,
-------------------------------------
1994 1993 1992 1991 1990
(Amounts in thousands except per unit data)
<S> <C> <C> <C> <C> <C>
Total revenues $13,768 $14,690 $17,795 $18,799 $ 18,177
======= ======= ======= ======= ========
Loss before extraordinary item $(3,105) $(2,686) $(8,310) $(5,257) $ (6,340)
Extraordinary item - gain
on extinguishment of debt - - $ 7,022 - -
Net loss $(3,105) $(2,686) $(1,288) $(5,257) $ (6,340)
Net loss per limited
partnership unit (1) $ (31) $ (27) $ (13) $ (52) $ (63)
Total assets $64,604 $70,799 $99,401 $11,211 $116,491
Long-term obligations:
Notes payable $59,063 $59,869 $82,007 $94,509 $ 94,790
</TABLE>
________________
(1) $1,000 original contribution per unit after giving effect to the
allocation of net loss to the general partner.
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Item 7. Management's Discussion and Analysis of Financial Condition and Results
of Operations.
Liquidity and Capital Resources
Registrant holds investments in and operates eight apartment complexes.
Registrant receives rental income from its properties and is responsible for
operating expenses, administrative expenses, capital improvements and debt
service payments. As of March 1, 1995, five of the thirteen properties
originally purchased by Registrant were sold or otherwise disposed. Four of the
Registrant's eight properties generated positive cash flow during the year ended
December 31, 1994. McMillan Place, Misty Woods, Sandspoint and Sunrunner
Apartments experienced negative cash flow for the ended December 31, 1994.
Registrant uses working capital reserves provided from any undistributed cash
flow from operations, sales and refinancing proceeds as its primary sources of
liquidity. There have been no distributions since 1987. As described in Item
8, "Financial Statement and Supplementary Data", Note 5, Registrant is
prohibited from making any distributions from operations until the mortgages
encumbering McMillan Place Apartments are satisfied. Future distributions from
sales or refinancings are permitted and will be evaluated at such time.
The level of liquidity based upon cash and cash equivalents experienced a
$99,000 increase at December 31, 1994, as compared to 1993. Registrant's
$477,000 of cash provided by operating activities and $971,000 of cash provided
by investing activities were substantially offset by $1,349,000 used in
financing activities. Cash provided by investing activities resulted from
$485,000 of net proceeds from the sale of Plantation Forest Apartments and the
release of $729,000 of restricted cash (primarily relating to the partial
repayment of the mortgage encumbering Registrant's Misty Woods property), which
were partially offset by $240,000 of improvements to rental properties.
Registrant has no significant capital expenditures planned. The cash used in
financing activities consisted of $979,000 in notes payable principal payments
and repayment of notes payable to an affiliate of the general partner of
$370,000. Notes payable principal payments included a partial repayment of the
note encumbering Registrant's Mis ty Woods property of $594,000. The decrease
in accrued expenses and other liabilities is attributable to the modification of
the McMillan Place mortgage. Under the terms of the modification, the accrued
interest payable was converted to a second mortgage (see Item 8, "Financial
Statements and Supplementary Data", Note 5). All other increases (decreases) in
certain assets and liabilities are the result of the timing of receipt and
payment of various operating activities.
Working capital reserves are invested in a money market account or repurchase
agreements secured by United States Treasury obligations. The Managing General
Partner believes that, if market conditions remain relatively stable, cash flow
from operations, when combined with working capital reserves, will be sufficient
to fund required capital improvements and regular debt service payments until
June 1995, when the balloon payments encumbering the Greenspoint and Sandspoint
Apartments come due in the approximate amount of $8,084,000 and $9,417,000,
respectively. The ability to hold and operate these properties is dependent on
Registrant's ability to obtain refinancing or debt modification as required. If
Greenspoint and Sandspoint Apartments are lost through foreclosure, Registrant
would incur losses of approximately $1,100,000 and $1,250,000, respectively. In
addition, Registrant has substantial balloon payments due in 1996, 1997, 1998
and 1999 in the amounts of $5,083,000, $3,169,000, $19,920,000 and $12, 971,000,
respectively. Although management is confident that these mortgages can be
replaced, if the mortgages are
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not extended or refinanced, or the properties are not sold, the properties could
be lost through foreclosure.
During the fourth quarter of 1994, DeForest I acquired 20,430 limited
partnership units or 22.9% of total limited partnership units of Registrant.
The Managing General Partner believes that the tender will not have a
significant impact on future operations or liquidity of Registrant (see Item 3,
"Legal Proceedings").
At this time, it appears that the investment objective of capital growth will
not be attained and that investors will not receive a return of all of their
invested capital. The extent to which invested capital is returned to investors
is dependent upon the performance of Registrant's 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 at this time that the remaining
properties will be held longer than origin ally expected. The ability to hold
and operate these properties is dependent on Registrant's ability to obtain
refinancing or debt modification as required.
Real Estate Market
The national real estate market has suffered from the effects of the real
estate recession including, but not limited to, a downward trend in market
values of existing residential properties. In addition, the bailout of the
savings and loan associations and sales of foreclosed properties by auction
reduced market values and caused a further restriction on the ability to obtain
credit. As a result, Registrant's ability to refinance or sell its properties
may be restricted. These factors caused a decline in market property values
and serve to reduce market rental rates and/or sales prices. Compounding these
difficulties have been relatively low interest rates, which encourage existing
and potential tenants to purchase homes. In addition, there has been a
significant decline nationally in new household formation. Despite the above,
the rental market appears to be experiencing a gradual strengthening and
management anticipates that increases in revenue will generally exceed increases
in expenses during 1995 . Furthermore, management believes that the emergence of
new institutional purchasers, including real estate investment trusts and
insurance companies, should create a more favorable market value for
Registrant's properties in the future.
Results of Operations
1994 Compared to 1993
Operating results declined by $419,000 for the year ended December 31, 1994,
as compared to 1993, due to the provision for impairment of value of $500,000 on
the Sunrunner Apartments and the loss on the sale of Plantation Apartments of
$149,000. Parkside Village Apartments and Plantation Forest Apartments were sold
in May 1993 and February 1994, respectively, and the Cove Apartments was
foreclosed in July 1993. With respect to the remaining properties, operating
results improved by $194,000 due to increases in revenues of $826,000 and in
expenses of $632,000.
Revenues declined by $922,000 for the year ended December 31, 1994, as
compared to 1993, due to the disposition of Registrant's Parkside Village
Apartments (May 1993), The Cove Apartments (July 1993) and Plantation Forest
Apartments (February 1994). With respect to the remaining properties, revenues
increased by $826,000 due to an increase in rental income of $829,000 and a
decrease in interest and other income of $3,000. Rental revenues increased
primarily due to increased rates and occupancy at all of the Registrant's
properties, except for Plantation Crossing,
13
<PAGE>
where rates and occupancy remained relatively constant. Reduced concessions at
McMillian and Misty Woods Apartments also contributed to the increase in rental
revenues. Interest and other income remained relatively constant.
Costs and expenses declined by $503,000 for the year ended December 31, 1994,
as compared to 1993, due to the disposition of Registrant's Parkside Village,
The Cove and Plantation Forest Apartments. With respect to the remaining
properties, expenses increased by $632,000 due to increases in operating
expenses of $892,000, depreciation expense of $15,000 and provision for
impairment of $500,000, which were only partially offset by decreases in
interest expense of $396,000 and general and administrative expenses of
$379,000.
Operating expenses increased primarily due to increased spending for the
elimination of deferred maintenance at Registrant's Sandspoint, Greenspoint,
Sunrunner and Wood Lake Apartments. Depreciation expense increased due to the
effect of fixed asset additions. Interest expense declined due to the payment of
prepayment premiums in connection with the refinancings, at a lower interest
rate, of Wood Lake, Wood Ridge and Plantation Crossings Apartments notes payable
in June 1993 and a $594,000 reduction of the principal balance on the mortgage
encumbering Registrant's Misty Woods property. This was only partially offset
by an increase in interest expense on Registrant's Greenspoint and Sandspoint
properties due to an increase in interest rates on the variable rate mortgages.
General and administrative expenses declined due to a decrease in asset
management costs.
1993 Compared to 1992
Loss before extraordinary item decreased $5,624,000 in 1993, as compared to
1992, 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 in creased 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 premiums 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.
14
<PAGE>
Item 8. Consolidated Financial Statements and Supplementary Data.
CENTURY PROPERTIES FUND XIX
CONSOLIDATED FINANCIAL STATEMENTS
YEAR ENDED DECEMBER 31, 1994
INDEX
Page
----
Independent Auditors' Reports F - 2
Consolidated Financial Statements:
Balance Sheets at December 31, 1994 and 1993 F - 4
Statements of Operations for the Years Ended December 31, 1994, 1993
and 1992 F - 5
Statements of Partners' Equity for the Years Ended
December 31, 1994, 1993 and 1992 F - 6
Statements of Cash Flows for the Years Ended December 31, 1994, 1993
and 1992 F - 7
Notes to Consolidated Financial Statements F - 8
Financial Statement Schedule:
Schedule III - Real Estate and Accumulated Depreciation at
December 31, 1994 F - 19
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.
F - 1
<PAGE>
Imowitz Koenig & Co., LLP
Certified Public Accountants
To the Partners
Century Properties Fund XIX
Atlanta, Georgia
Independent Auditors' Report
We have audited the accompanying consolidated balance sheet of Century
Properties Fund XIX (a limited partnership) (the "Partnership") as of December
31, 1994, and the related consolidated statements of operations, partners'
equity and cash flows for the year then ended. Our audit also included the
additional information supplied pursuant to Item 14(a)(2). These consolidated
financial statements are the responsibility of the Partnership's management.
Our responsibility is to express an opinion on these consolidated financial
statements based on our audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the consolidated financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the consolidated financial statements.
An audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall consolidated
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the consolidated financial position of Century
Properties Fund XIX as of December 31, 1994, and the results of its operations
and its cash flows for the year then ended in conformity with generally accepted
accounting principles. Also in our opinion, the related financial statement
schedule, when considered in relation to the basic consolidated financial
statements taken as a whole, presents fairly, in all material respects, the
information set forth therein.
/s/ Imowitz Koenig & Co., LLP
Certified Public Accountants
New York, N.Y.
January 20, 1995
100 East 42nd Street, New York, New York 10017
Telephone 212-867-8711 Facsimile 212-867-8723
<PAGE>
Deloitte & Touche LLP
--------------------- ------------------------------------------
[LOGO] 50 Fremont Street Telephone: (415)247-4000
San Francisco, California 94105-2230 Facsimile: (415)247-4329
INDEPENDENT AUDITORS' REPORT
Century Properties Fund XIX:
We have audited the accompanying consolidated balance sheet of Century
Properties Fund XIX, (a limited partnership) (the "Partnership") and its
wholly-owned subsidiaries, as of December 31, 1993, and the related consolidated
statements of operations, partners' equity and cash flows for the years ended
December 31, 1993 and 1992. These financial statements are the responsibility
of the Partnership's management. Our responsibility is to express an opinion on
these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the 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 over all 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 and its
wholly-owned subsidiaries at December 31, 1993, and the results of their
operations and their cash flows for the years ended December 31, 1993 and 1992
in conformity with generally accepted accounting principles.
The accompanying consolidated financial statements have been prepared assuming
that the Partnership will continue as a going concern. As discussed in the
first paragraph of Note 13 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 13. The
consolidated financial statements do not include any adjustments that might
result from the outcome of these uncertainties.
/s/ Deloitte & Touche LLP
March 18, 1994
---------------
Deloitte Touche
Tohmatsu
International
---------------
F - 3
<PAGE>
CENTURY PROPERTIES FUND XIX
(A Limited Partnership)
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
DECEMBER 31,
------------------------------------------
1994 1993
---------------- ----------------
<S> <C> <C>
ASSETS
Cash and cash equivalents $ 218,000 $ 119,000
Restricted cash 787,000 1,516,000
Deferred costs and other assets 1,643,000 1,602,000
Real Estate:
Real estate 94,106,000 97,436,000
Accumulated depreciation (31,650,000) (29,874,000)
Allowance for impairment of value (500,000) -
---------------- ----------------
Real estate, net 61,956,000 67,562,000
---------------- ----------------
Total assets $ 64,604,000 $ 70,799,000
================ ================
LIABILITIES AND PARTNERS' EQUITY
Accrued expenses and other liabilities $ 1,195,000 $ 3,109,000
Notes payable to affiliate of the general - 370,000
partner
Notes payable 59,063,000 59,869,000
---------------- ----------------
Total liabilities 60,258,000 63,348,000
---------------- ----------------
Commitments and Contingencies
Partners' Equity (Deficit):
General partner (8,558,000) (8,192,000)
Limited partners (89,292 units outstanding at
December 31, 1994 and 1993) 12,904,000 15,643,000
---------------- ----------------
Total partners' equity 4,346,000 7,451,000
---------------- ----------------
Total liabilities and partners' equity $ 64,604,000 $ 70,799,000
================ ================
</TABLE>
See notes to consolidated financial statements.
F - 4
<PAGE>
CENTURY PROPERTIES FUND XIX
(A Limited Partnership)
CONSOLIDATED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
--------------------------------------------------------------------------------
1994 1993 1992
-------------------- -------------------- --------------------
<S> <C> <C> <C>
Revenues:
Rental $ 13,709,000 $ 14,052,000 $ 17,735,000
Interest and other 59,000 62,000 60,000
Gain on sale of property - 576,000 -
-------------------- -------------------- --------------------
Total revenues 13,768,000 14,690,000 17,795,000
-------------------- -------------------- --------------------
Expenses (including $690,000, $57,000,
$1,329,000 paid to the general partner
and affiliates in 1994, 1993 and 1992):
Interest 5,959,000 6,807,000 9,392,000
Operating 7,185,000 6,992,000 8,535,000
Depreciation 2,766,000 2,840,000 3,784,000
General and administrative 314,000 693,000 548,000
Loss on sale of property 149,000 44,000 257,000
Provision for impairment of value 500,000 - 3,589,000
-------------------- -------------------- --------------------
Total expenses 16,873,000 17,376,000 26,105,000
-------------------- -------------------- --------------------
Loss before extraordinary item (3,105,000) (2,686,000) (8,310,000)
Extraordinary item:
Gain on extinguishment of debt - - 7,022,000
-------------------- -------------------- --------------------
Net loss $ (3,105,000) $ (2,686,000) $ (1,288,000)
==================== ==================== ====================
Net Loss Per Limited Partnership Unit:
Loss before extraordinary item $ (31) $ (27) $ (82)
Extraordinary item - - 69
-------------------- -------------------- --------------------
Net loss $ (31) $ (27) $ (13)
==================== ==================== ====================
</TABLE>
See notes to consolidated financial statements.
F - 5
<PAGE>
CENTURY PROPERTIES FUND XIX
(A Limited Partnership)
CONSOLIDATED STATEMENTS OF PARTNERS' EQUITY
YEARS ENDED DECEMBER 31, 1994, 1993 AND 1992
<TABLE>
<CAPTION>
General Limited Total
Partners' Partners' Partners'
(Deficit) Equity Equity
------------------------- ------------------------- -------------------------
<S> <C> <C> <C>
Balance - January 1, 1992 $ (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
Net loss (366,000) (2,739,000) (3,105,000)
------------------------- ------------------------- -------------------------
Balance - December 31, 1994 $ (8,558,000) $ 12,904,000 $ 4,346,000
========================= ======================== =========================
</TABLE>
See notes to consolidated financial statements.
F - 6
<PAGE>
CENTURY PROPERTIES FUND XIX
(A Limited Partnership)
CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
----------------------------------------------------------------------
1994 1993 1992
------------------ ------------------ ------------------
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (3,105,000) $ (2,686,000) $ (1,288,000)
Adjustments to reconcile net loss to net cash
provided by (used in) operating activities:
Depreciation and amortization 3,172,000 3,199,000 4,047,000
Accrued interest added to note payable principal 29,000 - -
Costs expensed on attempted property refinancing - 64,000 -
Mortgage costs (90,000) - -
Provision for impairment of value 500,000 - 3,589,000
Gain on sale of property - (576,000) -
Loss on sale of property 149,000 44,000 257,000
Extraordinary item - gain on extinguishment of
debt - - (7,022,000)
Changes in operating assets and liabilities:
Deferred costs and other assets (374,000) (166,000) (109,000)
Accrued expenses and other liabilities 196,000 (1,905,000) 1,589,000
------------------ ------------------ ------------------
Net cash provided by (used in) operating activities 477,000 (2,026,000) 1,063,000
------------------ ------------------ ------------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Restricted cash decrease (increase) 729,000 (691,000) 128,000
Additions to real estate (240,000) (658,000) (557,000)
Net proceeds from sale of rental property 485,000 11,259,000 6,245,000
Purchase of cash investment - - (50,000)
Proceeds from cash investments - - 100,000
Cost of sale of rental property (3,000) (772,000) (18,000)
------------------ ------------------ ------------------
Net cash provided by investing activities 971,000 9,138,000 5,848,000
------------------ ------------------ ------------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from notes payable to affiliate of the
general partner - 291,000 786,000
Repayment of notes payable to affiliate of general
partner (370,000) (1,309,000) -
Notes payable proceeds - 20,375,000 18,250,000
Notes payable principal payments (979,000) (26,523,000) (24,615,000)
Financing costs paid - (497,000) (1,308,000)
Financing cost refunded - 523,000 -
------------------ ------------------ ------------------
Net cash (used in) financing activities (1,349,000) (7,140,000) (6,887,000)
------------------ ------------------ ------------------
Increase (Decrease) in Cash and Cash Equivalents 99,000 (28,000) 24,000
Cash and Cash Equivalents at Beginning of Year 119,000 147,000 123,000
------------------ ------------------ ------------------
Cash and Cash Equivalents at End of Year $ 218,000 $ 119,000 $ 147,000
================== ================== ==================
Supplemental Disclosure of Cash Flow Information:
Interest paid in cash during the year $ 5,449,000 $ 7,826,000 $ 7,700,000
================== ================== ==================
Supplemental Disclosure of Non-cash Investing and
Financing Activities:
Accrued interest added to note payable principal $ 2,139,000 $ - $ -
================== ================== ==================
Disposition of rental property in 1992, 1993 and
1994 - See Notes 7, 8 and 9.
</TABLE>
See notes to consolidated financial statements.
F - 7
<PAGE>
CENTURY PROPERTIES FUND XIX
(A Limited Partnership)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1994, 1993 AND 1992
1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization
Century Properties Fund XIX (the "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
Partnership currently owns three residential apartment complexes in Atlanta,
Georgia, two residential apartment complexes in Phoenix, Arizona and one
residential apartment complex in St. Petersburg, Florida, Dallas, Texas and
Charlotte, North Carolina. The general partner of the Partnership is Fo x
Partners II, a California general partnership. The general partners of Fox
Partners II are Fox Capital Management Corporation ("MGP"), a California
corporation, Fox Realty Investors ("FRI"), 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 MGP.
On December 6, 1993, the shareholders of MGP entered into a Voting Trust
Agreement with NPI Equity Investments II, Inc. ("NPI Equity II") pursuant to
which NPI Equity II was granted the right to vote 100 percent of the
outstanding stock of MGP. As a result, NPI Equity II indirectly became
responsible for the operation and management of the business and affairs of
the Partnership and the other investment partnerships originally sponsored
by MGP and/or FRI. NPI Equity II is a wholly-owned subsidiary of Nat ional
Property Investors, Inc. ("NPI, Inc."), a diversified real estate management
company with offices in Jericho, New York and Atlanta, Georgia. The
shareholders of MGP retain indirect economic interests in the Partnership
and such other investment limited partnerships, but have ceased to be
responsible for the operation and management of the Partnership and such
other partnerships.
On August 10, 1994, NPI, Inc. entered into an agreement with an affiliate of
Apollo Real Estate Advisors, L.P. ("Apollo") to sell to Apollo up to
one-third of the stock of NPI, Inc. In addition, Apollo obtained general
and limited partnership interests in NPI-AP Management L.P. ("NPI-AP"). NPI
Property Management Corporation ("NPI Management"), an affiliate of NPI,
Inc., became the managing general partner of NPI-AP and assigned its
interest in the management contract for the Partnership's properties to
NPI-AP as well as all other properties it manages for partnerships
affiliated with MGP.
On October 12, 1994, NPI, Inc. sold one-third of the stock of NPI, Inc. to
an affiliate of Apollo. Also, on October 12, 1994, affiliates of Apollo
acquired (i) one-third of the stock of the respective general partners of
DeForest Ventures I L.P. ("DeForest I") and DeForest Ventures II L.P.
("DeForest II") and (ii) an additional equity interest in NPI-AP (bringing
its total equity interest in such entity to one-third). NPI-AP is the sole
limited partner of DeForest II and one of the limited partners of De Forest
I. The shareholders who control DeForest Capital I Corporation, the sole
general partner of DeForest I, also control NPI, Inc. DeForest I has been
formed for the purpose of making tender offers for limited partnership
interests in the Partnership as well as eleven affiliated limited
partnerships. DeForest II has been formed for the purpose of making tender
offers for limited partnership interests in seven affiliated limited
partnerships. During the fourth quarter of 1994, DeForest I acquired
approximately 23% of total limited partnership units of the Partnership (see
Note 11).
F - 8
<PAGE>
CENTURY PROPERTIES FUND XIX
(A Limited Partnership)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1994, 1993 AND 1992
1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Distributions
Cash distributions have been suspended since 1987. As specified in the
modification of the existing mortgage encumbering McMillan Place Apartments,
the Partnership is prohibited from making any distributions except from
sales or refinancing of its properties, until the mortgage encumbering
McMillan Place Apartments is satisfied.
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 was amended in October 1994 by FASB Statement No. 119,
"Disclosures About Derivative Financial Instruments and Fair Value of
Financial Instruments." These Statements 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 these
statements will be required in the 1995 financial statements.
Cash and Cash Equivalents
The Partnership considers cash investments with an original maturity date of
three months or less at the time of purchase to be cash equivalents.
Concentration of Credit Risk
The Partnership maintains cash balances at institutions insured up to
$100,000 by the Federal Deposit Insurance Corporation ("FDIC"). Balances in
excess of $100,000 are usually invested in repurchase agreements, which are
collateralized by United States Treasury obligations. At times during the
year, cash balances exceeded insured levels. At December 3, 1994, the
Partnership had $126,000 invested in overnight repurchase agreements,
secured by United States Treasury obligations, which are included in cash
and cash equivalents.
F - 9
<PAGE>
CENTURY PROPERTIES FUND XIX
(A Limited Partnership)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1994, 1993 AND 1992
1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Real Estate
Real estate is 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, and anticipates it will
be unable to obtain replacement financing or debt modificat ion 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 decline d 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 a bsence of the above
circumstances, real estate is stated at cost. Acquisition fees are
capitalized as a cost of real estate.
Depreciation
Depreciation is computed by the straight-line method over estimated useful
lives ranging from 5 to 30 years. 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.
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. At December 31, 1994 and December
31, 1993, accumulated amortization of deferred financing costs totaled
$974,000 and $756,000. Net deferred costs of $610,000 and $943,000 for the
years ended December 31, 1994 and 1993, respectively, are included in
deferred costs and other assets.
F - 10
<PAGE>
CENTURY PROPERTIES FUND XIX
(A Limited Partnership)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1994, 1993 AND 1992
1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
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 1994 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. ("MRS"), which performed partnership management
and other services for the Partnership.
On January 1, 1993, Metric Management, Inc., ("MMI"), successor to MRS, a
company which is not affiliated with the general partners, 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 partners and affiliates after December 31, 1992. Subsequent
to December 31, 1992, reimbursements were made to MMI. On December 16,
1993, t he services agreement with MMI was modified and, as a result
thereof, MGP began directly providing cash management and other Partnership
services on various dates commencing December 23, 1993. On March 1, 1994,
NPI Management commenced providing certain property management services.
Related party expenses for the years ended December 31, 1994, 1993 and 1992
were as follows:
1994 1993 1992
---------- ---------- ----------
Property management fees $ 557,000 $ - $ 886,000
Reimbursement of operational expenses:
Partnership accounting and investor
services 100,000 - 335,000
Professional services 30,000 - 39,000
---------- ---------- ----------
Total $ 687,000 $ - $1,260,000
========== ========== ==========
Interest expense $ 3,000 $ 57,000 $ 69,000
F - 11
<PAGE>
CENTURY PROPERTIES FUND XIX
(A Limited Partnership)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1994, 1993 AND 1992
2. TRANSACTIONS WITH THE GENERAL PARTNER AND AFFILIATES (Continued)
Property management fees are included in operating expenses. Reimbursed
expenses are primarily included in general and administrative expenses.
In accordance with the Partnership Agreement, the general partner received a
Partnership management incentive allocation equal to ten percent of net and
taxable income (loss) 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 per cent of
remaining gain.
3. RESTRICTED CASH
Restricted cash at December 31, 1994, consists of required reserves
maintained in accordance with financing arrangements on the Wood Lake, Wood
Ridge, Plantation Crossing, Greenspoint and Sandspoint Apartments in order
to meet future capital requirements.
4. REAL ESTATE
Real estate, at December 31, 1994 and 1993, is summarized as follows:
1994 1993
------------ ------------
Land $11,681,000 $12,272,000
Buildings and improvements 75,029,000 77,637,000
Furnishings 7,396,000 7,527,000
------------ ------------
Total 94,106,000 97,436,000
Accumulated depreciation (31,650,000) (29,874,000)
Allowance for impairment of value (500,000) -
------------ ------------
Real estate, net $61,956,000 $67,562,000
============ ============
5. NOTES PAYABLE
The Partnership's properties are pledged as collateral for the related notes
payable. The Partnership's Wood Lake, Wood Ridge and Plantation Crossing
Apartments are cross-collateralized. The Greenspoint and Sandspoint
Apartments are also cross-collateralized. The notes currently bear interest
at rates ranging from 8.25% to 10.81%, and are payable monthly except for
the second note on McMillan Apartments whose interest is compounded monthly
and is payable on maturity, August 31, 1999.
F - 12
<PAGE>
CENTURY PROPERTIES FUND XIX
(A Limited Partnership)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1994, 1993 AND 1992
5. NOTES PAYABLE (Continued)
On June 1, 1994, the lender was permitted to draw on the two letters of
credit, in the amounts of $300,000 each, which were held in connection with
the note payable encumbering the Misty Woods property. In accordance with
the loan agreement, the Partnership applied the net proceeds of the draw, in
the amount of $594,000, to the note, reducing the note payable balance to
$5,183,000. Commencing July 1, 1994, the monthly debt service payment was
reduced to $46,000.
On September 1, 1994, the Partnership obtained a modification of the
existing mortgage encumbering McMillan Place Apartments in the amount of
$12,939,000 (including accrued interest of $2,139,000). The loan was split
into a first mortgage note of $10,800,000 and a second mortgage note of
$2,139,000. The first mortgage requires monthly payments of approximately
$89,000 at 8.25% interest and is being amortized over a twenty-two year
period. Under the terms of the second mortgage, interest accrues at 8.25%
(with monthly compounding). Quarterly payments, of all excess cash flow, as
defined in the cash management agreement, are required to be made to the
lender. No excess cash flow payments were made in 1994. In addition, the
Partnership is prohibited from making any distributions from operations to
its partners. The notes mature on August 31, 1999 with a balloon payment of
approximately $9,767,000 on the first mortgage plus the outstanding balance
and accrued interest on the second mortgage note. As specified in the
modification, the Partnership was required to deposit $80,000 in a reserve
account for future capital improvements and is required to make monthly
payments of $10,000 to the reserve account for the term of the loan.
The final payments due on notes which are not self liquidating are as
follows (see Note 10):
Date of
Property Final Payment Maturity
-------- ------------- --------
Greenspoint - Phoenix, AZ $8,084,000 6/95
Sandspoint - Phoenix, AZ 9,417,000 6/95
Misty Woods - Charlotte, NC 5,083,000 5/96
Sunrunner - St. Petersburg, FL 3,169,000 1/97
Wood Lake - Atlanta, GA 6,844,000 6/98
Wood Ridge - Atlanta, GA 7,821,000 6/98
Plantation Crossing - Atlanta, GA 5,255,000 6/98
McMillan Place - Dallas, TX 9,767,000 8/99
McMillan Place - Dallas, TX (2nd Note 3,204,000 8/99
The second note on McMillan Place includes additional interest of
$1,065,000, which is expected to be accrued by August 1999 and is due at
maturity.
F - 13
<PAGE
CENTURY PROPERTIES FUND XIX
(A Limited Partnership)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1994, 1993 AND 1992
5. NOTES PAYABLE (Continued)
Principal payments at December 31, 1994 are required as follows:
1995 $ 17,879,000
1996 5,457,000
1997 3,477,000
1998 20,197,000
1999 12,053,000
-------------
Total $ 59,063,000
=============
Amortization of deferred financing costs totaled $416,000, $349,000 and
$256,000 for 1994, 1993 and 1992, respectively.
6. NOTES PAYABLE TO AFFILIATE OF THE GENERAL PARTNER
The Partnership repaid $370,000 in principal and $3,000 in interest to an
affiliate of the general partner in 1994.
7. PROVISION FOR IMPAIRMENT OF VALUE AND LOSS ON SALE
In 1994, the Partnership determined that, based upon current economic
conditions and projected future operational cash flow, the decline in value
of Sunrunner Apartments located in St. Petersburg, Florida was other than
temporary and that recovery of its carrying value was not likely.
Accordingly, a provision for impairment of value of $500,000 was recognized
by the Partnership to reduce the property's carrying value to an amount
equal to its estimated net realizable value.
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 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. In July 1993, the Partnership disposed of The Cove
Apartments through foreclosure, as discussed in Note 9, and recognized a
$44,000 loss on disposition in 1993.
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.
F - 14
<PAGE>
CENTURY PROPERTIES FUND XIX
(A Limited Partnership)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1994, 1993 AND 1992
8. EXTRAORDINARY ITEM - GAIN ON EXTINGUISHMENT OF DEBT AND SALE OF A PROPERTY
The extraordinary item in 1992, gain on extinguishment of debt relates to
the prepayment at a discount of the notes encumbering Sandspoint and
Greenspoint Apartments and forgiveness of debt on the sale of Shadow Lake
Apartments. The discount amount of $4,029,000 plus accrued interest of
$886,000 forgiven by the lender upon prepayment of the Sandspoint and
Greenspoint loans, net of unamortized loan fees of $113,000 was recognized
by the Partnership as an extraordinary item - gain on extinguishment of debt
in the 1992 consolidated financial statements.
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.
9. DISPOSITION OF RENTAL PROPERTIES
In February 1994, the Partnership sold Plantation Forest Apartments, located
in Atlanta, Georgia for $2,450,000. After assumption of the existing loan
of $1,965,000 and costs of sale of $3,000, the proceeds to the Partnership
were $482,000. The carrying value of the property at the time of the sale
was $2,590,000 and $6,000 in unamortized financing costs. The net loss on
the sale was $149,000.
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 real estate
commission paid to an outside broker and $400,000 prepayment premium 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 $9,95 5,000. 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 i mpairment of
value recognized in 1992, was $16,629,000. The net loss on disposition was
$44,000 and was recognized in 1993. See Note 7.
F - 15
<PAGE>
CENTURY PROPERTIES FUND XIX
(A Limited Partnership)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1994, 1993 AND 1992
10. CONTINGENCIES
The notes encumbering the Partnership's Greenspoint Apartments and
Sandspoint Apartments properties mature in June 1995, at which time balloon
payments of approximately $8,084,000 and $9,417,000 will be due,
respectively (see Note 5). Although management is confident that the
mortgages can be replaced, if the mortgages are not refinanced or extended,
or the properties are not sold, the properties could be lost through
foreclosure. If the properties are lost through foreclosure, the
Partnership would incu r a loss of approximately $1,100,000 on the
Greenspoint Apartments and $1,250,000 on the Sandspoint Apartments. If the
loans are not refinanced or extended, or the properties are not sold, and
the properties are lost through foreclosure, management is confident that
there will be sufficient cash flow generated by the remaining properties to
continue operations.
11. LEGAL PROCEEDINGS
Limited partners in the Partnership and in certain affiliated limited
partnerships have instituted lawsuits against, among others, MGP and FRI
relating to the tender offer (see Note 1). MGP believes that these
lawsuits, which are expected to be settled in 1995, will have no effect on
the Partnership.
12. 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>
1994 1993 1992
------------- ------------- -------------
<S> <C> <C> <C>
Net loss - financial statements $ (3,105,000) $ (2,686,000) $ (1,288,000)
Differences resulted from:
Amortization of notes payable discount - 8,000 7,000
Depreciation (980,000) (1,887,000) (2,382,000)
Amortization of deferred financing costs and
organization expenses - (114,000) 134,000
Construction period interest and taxes (331,000) (471,000) (510,000)
Provision for impairment of value 500,000 - 3,589,000
Operating - receivership - 158,000 77,000
Interest expense - short-term borrowings (66,000) (29,000) 69,000
Interest - receivership - - 450,000
Prepayment penalty - (400,000) -
Gain on property dispositions - net 910,000 6,301,000 3,107,000
Other 21,000 (12,000) 30,000
------------- ------------- -------------
Net (loss) income - income tax method $ (3,051,000) $ 868,000 $ 3,283,000
============= ============= =============
Taxable (loss) income per limited partnership unit
after giving effect to the allocation to the
general partner $ (30) $ 8 $ 32
============= ============= =============
</TABLE>
F - 16
<PAGE>
CENTURY PROPERTIES FUND XIX
(A Limited Partnership)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1994, 1993 AND 1992
12. RECONCILIATION TO INCOME TAX METHOD OF ACCOUNTING (Continued)
<TABLE>
<CAPTION>
1994 1993 1992
------------- ------------- -------------
<S> <C> <C> <C>
Partners' equity - financial statements 4,346,000 $ 7,451,000 $10,137,000
Differences resulted from:
Sales commissions and organization expenses 12,413,000 12,413,000 12,413,000
Payments credited to rental properties 215,000 215,000 855,000
Amortization of notes payable discount - 448,000 1,180,000
Depreciation (22,133,000) (22,059,000) (30,866,000)
Interest expense (1,347,000) (1,569,000)
Construction period interest and taxes (4,651,000) (4,320,000) (3,849,000)
Provision for impairment of value 500,000 - 3,589,000
Amortization of deferred financing costs and
organization expenses - - 36,000
Acquisition costs expensed - - (40,000)
Interest expense - short-term borrowings - 66,000 95,000
Other (900,000) (26,000) (8,000)
------------- ------------- -------------
Partners' deficit - income tax method $(10,210,000) $ (7,159,000) $(8,027,000)
============= ============= =============
</TABLE>
13. BASIS OF PRESENTATION AND OPERATING STRATEGY FOR THE YEARS ENDED
DECEMBER 31, 1993 AND 1992
The accompanying consolidated financial statements for the years ended
December 31, 1993 and 1992 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 or were 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. The Partnership had a balloon payment of $10,800,000 on McMillan
Place Apartments due in December 1994. 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
F - 17
<PAGE>
CENTURY PROPERTIES FUND XIX
(A Limited Partnership)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1994, 1993 AND 1992
13. BASIS OF PRESENTATION AND OPERATING STRATEGY FOR THE YEARS ENDED
DECEMBER 31, 1993 AND 1992 (Continued)
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 statements do not include any adjustments that might result from
the ultimate outcome of these uncertainties.
The Partnership obtained a modification of the McMillan Place debt during
1994. Cash flow from operations improved in 1994, as compared to 1993 (see
Notes 5 and 10).
F - 18
<PAGE>
SCHEDULE III
CENTURY PROPERTIES FUND XIX
(A Limited Partnership)
REAL ESTATE AND ACCUMULATED DEPRECIATION
DECEMBER 31, 1994
<TABLE>
<CAPTION>
COLUMN COLUMN COLUMN COLUMN COLUMN COLUMN
A B C D E F
Cost Capitalized Gross Amount
Initial Cost Subsequent at Which Carried at
to Partnership to Acquisition Close of Period(1)
-------------- ----------------- --------------------------
Accumu-
lated
Deprecia-
ation
Buildings Buildings and
and and Impairment
Encum- Improve- Improve- Carrying Improve- of value
Description brances Land ments ments Costs Land ments Total(2) (3)
----------- ------- ---- --------- -------- -------- ----- ------- -------- ---------
(Amounts in thousands)
---------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
PARTNERSHIP:
Wood Lake Apartments
Atlanta, Georgia $ 6,941 $ 1,206 $10,980 $ 493 $ 1,206 $11,473 $12,679 $ 4,518
Sandspoint Apartments
Phoenix, Arizona 9,417 2,124 13,158 566 $ (44) 2,146 13,658 15,804 5,155
Greenspoint
Apartments
Phoenix, Arizona 8,084 2,165 11,199 241 (153) 2,140 11,312 13,452 4,268
Wood Ridge
Apartments
Atlanta, Georgia 7,932 1,632 12,321 564 -- 1,632 12,885 14,517 4,995
Plantation Crossing
Apartments
Atlanta, Georgia 5,330 1,062 7,576 313 -- 1,062 7,889 8,951 3,057
Sunrunner Apartments
St. Petersburg,
Florida 3,307 634 6,485 431 -- 634 6,916 7,550 3,206
McMillan Place
Apartments
Dallas, Texas 12,895 2,399 10,826 498 (11) 2,427 11,285 13,712 4,335
Misty Woods
Apartments
Charlotte,
North Carolina 5,157 429 6,846 173 (7) 434 7,007 7,441 2,616
-------- -------- -------- ------ -------- ------- ------- ------- -------
Total $ 59,063 $11,651 $79,391 $3,279 $ (215) $11,681 $82,425 $94,106 $32,150
======== ======== ======== ====== ======== ======= ======= ======== =======
<CAPTION>
COLUMN COLUMN COLUMN COLUMN
A G H I
Life
on which
Deprecia-
Year tion is
of Date computed
Con- of in latest
struc- Acqui- statement of
Description tion sition operations
----------- ------ ------- -----------
<S> <C> <C> <C>
PARTNERSHIP:
Wood Lake Apartments
Atlanta, Georgia 1983 12/83 5 - 30 yrs
Sandspoint Apartments
Phoenix, Arizona 1986 2/84 6 - 30 yrs
Greenspoint
Apartments
Phoenix, Arizona 1986 2/84 6 - 30 yrs
Wood Ridge
Apartments
Atlanta, Georgia 1982 4/84 6 - 30 yrs
Plantation Crossing
Apartments
Atlanta, Georgia 1980 6/84 6 - 30 yrs
Sunrunner Apartments
St. Petersburg,
Florida 1981 7/84 6 - 30 yrs
McMillan Place
Apartments
Dallas, Texas 1985 6/85 6 - 30 yrs
Misty Woods
Apartments
Charlotte,
North Carolina 1986 6/85 6 - 30 yrs
</TABLE>
See accompanying notes.
F-19
<PAGE>
SCHEDULE III
CENTURY PROPERTIES FUND XIX
(A Limited Partnership)
REAL ESTATE AND ACCUMULATED DEPRECIATION
DECEMBER 31, 1994
<TABLE>
<S> <C>
NOTES:
(1) The aggregate cost for Federal income tax purposes is $88,659,000.
(2) Balance, January 1, 1992 $ 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
Improvements capitalized subsequent to acquisition 240,000
Cost of rental property disposed of (3,570,000)
---------------------
Balance, December 31, 1994 $ 94,106,000
=====================
(3) Balance, January 1, 1992 $ 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
Additions charged to expense 2,766,000
Allowance for impairment of value 500,000
Accumulated depreciation on rental property disposed of (990,000)
---------------------
Balance, December 31, 1994 $ 32,150,000
=====================
</TABLE>
F - 20
<PAGE>
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosures.
Effective April 22, 1994, Registrant dismissed its prior Independent Auditors,
Deloitte & Touche, LLP ("Deloitte") and retained as its new Independent
Auditors, Imowitz Koenig & Company. Deloitte's Independent Auditors' Report on
Registrant's financial statements for calendar years ended December 31, 1993 and
1992 did not contain an adverse opinion or a disclaimer of opinion, and were not
qualified or modified as to audit scope or accounting principles. However,
Deloitte's Independent Auditors' Report for the calendar year December 31, 1993
was modified due to the uncertainty regarding Registrant's ability to continue
as a going concern since Registrant had substantial balloon payments due on
Notes in 1994; the financial statements did not include any adjustments that
might result from the outcome of this uncertainty. In addition, Deloitte's
Independent Auditors' Report for the calendar year December 31, 1992 was
modified to emphasize that Registrant held investments in and operated
properties in real estate markets experiencing unfavorable economic conditions
and would be required to renegotiate certain notes payable with balloon
payments, obtain financing elsewhere, or sell or otherwise dispose of related
properties. The decision to change Independent Auditors was approved by the
Managing General Partner's Directors. During calendar years ended 1992, 1993
and through April 22, 1994 there were no disagreements between Registrant and
Deloitte on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope of procedure which disagreements if not
resolved to the satisfaction of Deloitte, would have caused it to make reference
to the subject matter of the disagreements in connection with its reports.
Effective April 22, 1994, Registrant engaged Imowitz Koenig & Company as its
Independent Auditors. During the last two calendar years and through April 22,
1994, Registrant did not consult Imowitz Koenig & Company regarding any of the
matters or events set forth in Item 304(a)(2)(i) and (ii) of Regulation S-K.
15
<PAGE>
PART III
Item 10. Directors and Executive Officers of the Registrant.
Neither the Registrant, nor Fox Partners II ("Fox"), the general partner of
Registrant, has any officers or directors. Fox Capital Management Corporation
(the "Managing General Partner'), the managing general partner of Fox, manages
and controls substantially all of Registrant's affairs and has general
responsibility and ultimate authority in all matters affecting its business.
The Managing General Partner and its affiliates also control, or act as, the
managing general partner of 30 other public limited partnerships. All of these
partnerships are engaged in the acquisition, leasing and disposition of real
estate. As of March 1, 1995, the names, ages and positions held by the officers
and directors of the Managing General Partner are as follows:
Has served as Director
and/or Officer of
Name and Age Positions Held NPI Equity II since
----------- -------------- -------------------
Michael L. Ashner (42) President and 12/93
Director
Martin Lifton (62) Chairman and 12/93
Director
Arthur N. Queler (48) Secretary/Treasurer 12/93
and Director
G. Bruce Lifton (30) Vice President 12/93
Steven Lifton (33) Vice President 12/93
and Director (Director 10/94)
W. Edward Scheetz (30 ) Director 10/94
Ricardo Koenigsberger (28) Director 10/94
Lee Neibart (44) Director 10/94
Michael L. Ashner has been President and Director of National Property Inv-
estors, Inc. ("NPI, Inc.") and a Director of NPI Property Management Corporation
("NPI Management") since their formation in 1984. As the President and a
Director of NPI, Inc., Mr. Ashner has been involved with the sponsoring of
approximately 35 limited partnerships. Mr. Ashner is also the President and
Director of NPI Equity Investments, Inc. ("NPI Equity") and NPI Equity
Investments II, Inc. ("NPI Equity II"), each a wholly owned subsidiary of NPI,
Inc. NPI Equity and NPI Equity II control, or are, the managing general
partners of 31 public limited partnerships. In addition, since 1981 Mr. Ashner
has been President of Exeter Capital Corporation, a firm which has organized and
administered real estate limited partnerships. Prior to forming NPI, Inc., in
1984, Mr. Ashner served as a general partner of seven real estate limited
partnerships that were formed by Exeter Capital Corporation to own and operate
income producing real estate, including apartments, commercial office space and
retail space. He received his A.B. degree cum laude from Cornell
16
<PAGE>
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.
Martin Lifton is the Chairman of NPI, Inc. and a Director of NPI Equity, NPI
Equity II and NPI Management. In addition, Mr. Lifton is Chairman and President
of The Lifton Company, a real estate investment firm. Since entering the real
estate business over 35 years ago, Mr. Lifton has engaged in a wide range of
real estate activities, including the purchase of apartment complexes and other
properties in the New York City metropolitan area and in the southeastern United
States. Mr. Lifton's firm currently owns several apartment buildings in New
York City and Mr. Lifton is a partner in four industrial warehouse buildings in
California and an office building in Baltimore. In partnership with NPI, Inc.,
Mr. Lifton has purchased interests in five apartment complexes since 1988. Mr.
Lifton was also one of the founders of The Bank of Great Neck located in Great
Neck, New York, of which he currently is Chairman. Mr. Lifton received his B.S.
degree from the New York University.
Arthur N. Queler is a co-founder of NPI, Inc. of which he has been Executive
Vice President, Treasurer, Secretary and Director since 1984. Mr. Queler is
also the Vice President, Secretary, Treasurer and Director of NPI Management,
NPI Equity and NPI Equity II. 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.
Mr. Queler is a certified public accountant. He received his B.A. and M.B.A.
degrees from the City College of New York.
G. Bruce Lifton was appointed a Vice President of NPI, Inc. in January 1991
and was a director through October 1994. Mr. Lifton is a director of NPI
Management. He is also a Vice President of The Lifton Company, in which
position he has served for over five years with responsibility for supervising
the rehabilitation of several large apartment complexes. As an officer of The
Lifton Company, Mr. Lifton has been involved in a wide range of matters,
including apartment management, refinancing and cooperati ve conversion. Mr.
Lifton holds an A.B. degree from Tulane University as well as a B.S.M. degree
from the Freeman School of Business. He is a son of Martin Lifton and the
brother of Steven Lifton.
Steven Lifton is a Vice President of NPI, Inc. having been appointed to this
position in January 1991 and has been a director since 1992. In addition, he is
a Senior Vice President of The Lifton Company. With The Lifton Company he has
had extensive involvement in the budgeting, refinancing, rehabilitation and
overall operation of several thousand apartment units. Mr. Lifton has also
supervised the operation of other companies affiliated with The Lifton Company
which are engaged in the business of real estate brokerage, second mortgage
financing, land development and other real estate related activities. Mr.
Lifton received his B.B.A. degree from The George Washington University Business
School. He is a Director of The Bank of Great Neck. He is a son of Martin
Lifton and the brother of G. Bruce Lifton.
W. Edward Scheetz has been a Director of NPI, Inc. and NPI Equity since
October 1994. Since May 1993, Mr. Scheetz has been a limited partner of Apollo
Real Estate Advisors, L.P. ("Apollo"), the managing general partner of Apollo
Real Estate Investment Fund, L.P., a private investment fund. Mr. Scheetz has
also served as a director of Roland International, Inc., a real estate
investment company since January 1994, and as a Director of Capital Apartment
Properties, Inc., a multi-
17
<PAGE>
family residential real est ate investment trust, since January 1994. From 1989
to May 1993, Mr. Scheetz was a principal of Trammel Crow Ventures, a national
real estate investment firm. Mr. Scheetz received an A.B. in Economics, Magna
Cum Laude, from Princeton University in 1986.
Ricardo Koenigsberger has been a Director of NPI, Inc. and NPI Equity since
October 1994. Since October 1990, Mr. Koenigsberger has been an associate of
Apollo and of Lion Advisors, L.P., which acts as financial advisor to and
representative for certain institutional investors with respect to securities
investments. For more than one year prior thereto, Mr. Koenigsberger was an
associate with Drexel Burnham Lambert Incorporated.
Lee Neibart has been a Director of NPI, Inc. and NPI Equity since October
1994. Mr. Neibart has also been an associate of Apollo since December 1993.
From 1986 to 1993, Mr. Neibart also served as Executive Vice President of the
Robert Martin Company, a private real estate development and management firm
based in Westchester County, New York, and from 1982 to 1985, Mr. Neibart
served as President of the New York Chapter of the National Association of
Industrial Office Parks, a professional real estate organization. Mr. Neibart
holds a B.A. from the University of Wisconsin and an M.B.A. from New York
University.
Except as stated above, no family relationships exist among any of the
officers or directors of NPI, Inc., or the Managing General Partner.
Each director and officer of the Managing General Partner will hold office
until the next annual meeting of stockholders of the Managing General Partner
and until his successor is elected and qualified.
Messrs. Ashner, Lifton and Queler currently are the beneficial owners of 66
2/3% of the outstanding stock of NPI, Inc.
Item 11. Executive Compensation.
Registrant is not required to and did not pay any compensation to the officers
or directors of the Managing General Partner. The Managing General Partner does
not presently pay any compensation to any of its officers or directors. (See
Item 13, "Certain Relationships and Related Transactions.")
Item 12. Security Ownership of Certain Beneficial Owners and Management.
Registrant is a limited partnership and has no officers or directors. The
Managing General Partner has discretionary control over most of the decisions
made by or for Registrant in accordance with the terms of the Partnership
Agreement. The Managing General Partner directly owns 100 limited partnership
units in Registrant.
The following table sets forth certain information regarding limited
partnership units of Registrant owned by each person who is known by Registrant
to own beneficially or exercise voting or dispositive control over more than 5%
of Registrant's limited partnership units, by each of the Managing General
Partner's
18
<PAGE>
directors and by all directors and executive officers of the Managing General
Partner as a group as of March 1, 1995.
Name and address of Amount and nature of
Beneficial Owner Beneficial Ownership % of Class
---------------- -------------------- ----------
DeForest Ventures I L.P. (1) 20,430(2) 22.9
Michael L. Ashner (3) 153(4) *
Martin Lifton (3) 153(4) *
Arthur N. Queler (1) 153(4) *
Steven Lifton (3) 153(4) *
G. Bruce Lifton (1) 153(4) *
Ricardo Koenigsberger (5) _ _
Lee Neibart (5) _ _
W. Edward Scheetz (5) _ _
All directors and executive
officers as a group (eight persons) 153(4) *
________________
* Less than 1%
(1) Each of such persons may be reached at 5665 Northside Drive, N.W.,
Atlanta, Georgia 30328.
(2) Based upon information supplied to Registrant by DeForest Ventures I
L.P.
(3) Each of such persons may be reached at 100 Jericho Quadrangle, Jericho,
New York 11753.
(4) Includes 153 units held by QAL Associates and QALA Associates, general
partnerships in which, among others, Messrs. Ashner, Martin Lifton, Queler,
Steven Lifton and G. Bruce Lifton are partners. Messrs. Ashner, Martin
Lifton, Queler, Steven Lifton and G. Bruce Lifton disclaim beneficial
ownership of 116.25, 116.25, 116.25, 141.24 and 141.24 units respectively.
(5) Each of such persons may be reached at 1301 Avenue of the Americas, New
York, New York 10038.
There are no arrangements known to Registrant, the operation of which may, at
a subsequent date, result in a change in control of Registrant, other than the
following:
In connection with the admission of NPI Equity II as the managing partner of
FRI, and the assumption of operational control over the Managing General
Partner, the former partners of FRI ("PRA") and former officers and directors of
the Managing General Partner reserved the right to terminate the Voting Trust
Agreement if certain events occur, such as an event of bankruptcy or the failure
to maintain an adequate net worth. In such event, (i) the shareholders of the
Managing General Partner may, but are not required to, terminate the Voting
Trust Agreement and regain voting control of the outstanding shares of the
Managing General Partner, in which case such shareholders would be entitled to
elect the directors and officers of the Managing General Partner and (ii) PRA
may, but is not required to, assume the position of managing general partner of
FRI.
Pursuant to terms of a loan made by Kidder Peabody Mortgage Capital
Corporation to DeForest Ventures I L.P. ("DeForest I") and DeForest Ventures II
L.P. ("DeForest II") in connection with the consummation of a tender offer for
limited partnership units in Registrant and 18 affiliated public limited
partnerships, NPI
19
<PAGE>
pledged, as collateral for the loan, all of the issued and
outstanding capital stock of NPI Equity II. Accordingly, if either DeForest I
or DeForest II were unable to satisfy their loan obligations and the lender was
to foreclose on its collateral, the lender would become the sole shareholder of
NPI Equity II.
Item 13. Certain Relationships and Related Transactions.
In February, 1994, Registrant repaid the remaining $370,000 in principal and
interest due to NPI Realty Advisors, Inc. from the proceeds of the sale of
Plantation Ridge Apartments. See Item 1, "Business" and Item 8, "Consolidated
Financial Statements and Supplementary Data, Note 6." Interest charged on the
notes was $3,000, $57,000 and $69,000 for the year ended December 31, 1994, 1993
and 1992, respectively.
In accordance with the Partnership Agreement, Registrant may be charged by the
general partner and affiliates for services provided to Registrant. From March,
1998 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 Registrant 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 in 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 Managing General Partner began directly providing
cash management services for Registrant as of December 23, 1993 and day-to-day
management of Registrant's affairs, including portfolio management, accounting
and investor relations services as of April 1, 1994. Related party expenses for
the years ended December 31, 1994, 1993 and 1992 are as follows:
1994 1993 1992
---- ---- ----
Property Management fees $557,000 $ - $ 886,000
Reimbursement of expenses:
Partnership accounting
and investor services 100,000 - 335,000
Professional services 30,000 - 50,000
Total $687,000 $ - $1,260,000
======== =========---==========
Interest expense $ 3,000 $ 57,000 $ 69,000
_____________ ======== ========= ==========
(1) The portion of this amount paid prior to August 10, 1994 was paid to NPI
Property Management Corporation and the amount paid after August 10, 1994
was paid to NPI-AP Management, L.P. NPI Property Management Corporation
and NPI-AP are affiliates of the Managing General Partner.
In accordance with the Partnership Agreement, the general partner received a
management incentive allocation equal to ten percent of net and taxable income
(loss) before gains on property dispositions. The general partner was also
allocated its two percent continuing interest in Registrant's net and taxable
income (loss) after the preceding allocation. Furthermore, the general partner
is
20
<PAGE>
allocated gain on property dispositions to the extent it is entitled to
receive distributions and then 12 percent of remaining gain.
Certain officers and directors of the Managing General Partner receive
compensation from affiliates of the Managing General Partner (but not from
Registrant) for services performed for various affiliated entities, which may
include services performed for Registrant.
Pursuant to the terms of a loan made by Kidder Peabody Mortgage Capital
Corporation to DeForest I and DeForest II in connection with the consummation of
the tender offer for limited partnership units in Registrant and 18 affiliated
public limited partnerships, NPI, Inc. and its shareholders pledged, as
collateral for the loan, all of the issued and outstanding capital stock of NPI
Equity II and NPI, Inc., respectively. Accordingly, if either DeForest I or
DeForest II were unable to satisfy their loan obligations and the lender was to
foreclose on its collateral, the lender would become the sole shareholder of
NPI, Inc. and NPI Equity II.
One of several possible sources of funds to repay the loan is DeForest I's
distributable portion of the proceeds of any sale or refinancing of Registrant's
property attributable to Units tendered. Consequently, a conflict of interest
may exist for the Managing General Partner in determining whether and when to
sell and/or refinance Registrant's property. Any such conflict, however, may be
mitigated by the fact that (i) proceeds from the sale or refinancing of
properties owned by other partnerships in which DeForest I and DeForest II or
their affiliates may have an interest is available to them, (ii) there exist
other repayment sources, including voluntary loans and capital contributions
from the DeForest I and DeForest II partners, and (iii) DeForest I may be able
to refinance all or a portion of the DeForest I Loan.
As a result of the purchase of approximately 20,430 limited partnership units
pursuant to the tender offer, DeForest I could be in a position to significantly
influence all voting decisions with respect to Registrant. Under the
Partnership Agreement, unitholders holding a majority of the Units are entitled
to take action with respect to a variety of matters. When voting on matters,
DeForest I would in all likelihood vote the Units it acquired in a manner
favorable to the interest of the Managing General Partner because of its
affiliation with the Managing General Partner. However, DeForest I has agreed
for the benefit of non-tendering unitholders, that it will vote its Units: (i)
against any proposal to increase the fees and other compensation payable by
Registrant to the Managing General Partner and any of its affiliates; and (ii)
with respect to any other matter proposed by the Managing General Partner and
any of its affiliates, in proportion to votes cast by other unitholders on all
other matters. Except for the foregoing, no other limitations are imposed on
DeForest I's right to vote each Unit acquired.
21
<PAGE>
PART IV
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K.
(a)(1)(2) Consolidated Financial Statements and Financial Statement Schedules:
See Item 8 of this Form 10-K for Consolidated Financial
Statements of Registrant, 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.)
(a) (3) Exhibits:
3.4. Agreement of Limited Partnership incorporated by reference to
Exhibit A to the Prospectus of Registrant dated September 20,
1983, as amended or June 13, 1989 and as thereafter
supplemented contained in Registrant's Registration Statement
on Form S-11 (Reg. No. 2-79007)
10(a) Amended and Restated Note A, made as of September 1, 1994, by
Registrant in favor of The Travelers Insurance Company
("Travelers") in the principal amount of $10,800,000,
incorporated by reference to Registrant's Form 10-Q for the
quarter ended September 30, 1994.
(b) Amended and Restated Note B, made as of September 1, 1994, by
Registrant in favor of Travelers in the principal amount of
$2,138,673.53, incorporated by reference to Registrant's Form
10-Q for the quarter ended September 30, 1994.
(c) Amended and Restated Deed of Trust, dated as of September 1,
1994, between Registrant and Travelers, incorporated by
reference to Registrant's Form 10-Q for the quarter ended
September 30, 1994.
(d) Amended and Restated Note B, made as of September 1, 1994,
between Registrant and Travelers, incorporated by reference to
Registrant's Form 10-Q for the quarter ended September 30,
1994.
16. Letter from Registrant's former Independent Auditor dated
April 27, 1994, incorporated by reference to exhibit 10 to
Registrant's Current Report on Form 8-K dated April 22, 1994.
(b) Reports on Form 8-K:
On October 12, 1994, a Current Report on Form 8-K was filed
with the Securities and Exchange Commission to provide for the
sale by National Property Investors, Inc., the parent of NPI
Equity Investments II, Inc., of one-third of its stock to an
affiliate of Apollo Real Estate Advisors, L.P.
22
<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 this 24th of March, 1995.
CENTURY PROPERTIES FUND XIX
By: FOX PARTNERS II
Its General Partner
By: FOX CAPITAL MANAGEMENT CORPORATION
A General Partner
By: /s/ Michael L. Ashner
Michael L. Ashner
President
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.
Signature/Name Title Date
-------------- ----- ----
Michael L. Ashner President and Director March 24, 1995
-----------------
Michael L. Ashner (Principal Executive Officer)
Martin Lifton Chairman and Director March 24, 1995
-----------------
Martin Lifton
Arthur N. Queler Secretary/Treasurer and Director March 24, 1995
-----------------
Arthur N. Queler (Principal Financial Officer)
Steven J. Lifton Vice President and Director March 24, 1995
-----------------
Steven J. Lifton
23
<PAGE>
Exhibit Index
Exhibit Page
------- ----
3.4. Agreement of Limited Partnership (1)
10.1 Amended and Restated Note A, made as of September 1, (2)
September 1, 1994, by Registrant in favor of The
Travelers Insurance Company ("Travelers") in the
principal amount of $10,800,000
10.2 Amended and Restated Note A, made as of September 1, (2)
September 1, 1994, by Registrant in favor of Travelers
in the principal amount of $2,138,673.53
10.3 Amended and Restated Deed of Trust, dated as of September (2)
1, 1994, between Registrant and Travelers
10.4 Amended and Restated Note B, made as of September 1, 1994 (2)
between Registrant and Travelers
16 Letter from Registrant's former Independent Auditor (3)
dated April 27, 1994
___________________
(1) Incorporated by reference to Exhibit A to the Prospectus of
Registrant dated September 20, 1983, as amended or June 13, 1989 and as
thereafter supplemented contained in Registrant's Registration Statement on
Form S-11 (Reg. No. 2-79007)
(2) Incorporated by reference to Registrant's Form 10-Q for the
quarter ended September 30, 1994.
(3) Incorporated by reference to exhibit 10 to Registrant's
Current Report on Form 8-K dated April 22, 1994.
24
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
The schedule contains summary financial information extracted from Century
Properties Fund XIX and is qualified in its entirety by reference
to such financial statements.
</LEGEND>
<MULTIPLIER> 1
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1994
<PERIOD-START> JAN-01-1994
<PERIOD-END> DEC-31-1994
<CASH> 218,000
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 94,106,000
<DEPRECIATION> (31,650,000)
<TOTAL-ASSETS> 64,604,000
<CURRENT-LIABILITIES> 0
<BONDS> 59,063,000
<COMMON> 0
0
0
<OTHER-SE> 4,346,000
<TOTAL-LIABILITY-AND-EQUITY> 64,604,000
<SALES> 0
<TOTAL-REVENUES> 13,709,000
<CGS> 0
<TOTAL-COSTS> 9,951,000
<OTHER-EXPENSES> 149,000
<LOSS-PROVISION> 500,000
<INTEREST-EXPENSE> 5,959,000
<INCOME-PRETAX> (3,105,000)
<INCOME-TAX> 0
<INCOME-CONTINUING> (3,105,000)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (3,105,000)
<EPS-PRIMARY> (31)
<EPS-DILUTED> (31)
</TABLE>
