FORM 10-QSB--QUARTERLY REPORT UNDER SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
(As last amended in Rel. No. 312905, eff. 4/26/93.)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 1996
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from.........to.........
Commission file number 0-11935
CENTURY PROPERTIES FUND XIX
(Exact name of small business issuer as specified in its charter)
California 94-2887133
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
One Insignia Financial Plaza
Greenville, South Carolina 29602
(Address of principal executive offices) (Zip Code)
Issuer's telephone number (864) 239-1000
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 .
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
a) CENTURY PROPERTIES FUND XIX
CONSOLIDATED BALANCE SHEET
(Unaudited)
(in thousands, except unit data)
March 31, 1996
<TABLE>
<CAPTION>
<S> <C> <C>
Assets
Cash and cash equivalents $ 3,153
Other assets and deferred costs 2,095
Investment properties:
Land $ 11,681
Buildings and related personal property 82,547
94,228
Less accumulated depreciation (35,063) 59,165
$ 64,413
Liabilities and Partners' Capital (Deficit)
Liabilities
Accrued expenses and other liabilities $ 1,636
Mortgage notes payable 62,152
Partners' Capital (Deficit):
General partners $ (8,996)
Limited partners (89,292 units outstanding) 9,621 625
$ 64,413
<FN>
See Accompanying Notes to Consolidated Financial Statements
</TABLE>
b) CENTURY PROPERTIES FUND XIX
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(in thousands, except unit data)
<TABLE>
<CAPTION>
Three Months Ended
March 31,
1996 1995
<S> <C> <C>
Revenues:
Rental income $ 3,877 $ 3,649
Other income 33 17
Total revenues 3,910 3,666
Expenses:
Operating 1,835 1,731
Interest 1,291 1,577
Depreciation 689 684
General and administrative 133 60
Total expenses 3,948 4,052
Net loss $ (38) $ (386)
Net loss allocated to general partners $ (4) $ (46)
Net loss allocated to limited partners (34) (340)
Net loss $ (38) $ (386)
Net loss per limited partnership unit $ (.37) $ (3.81)
<FN>
See Accompanying Notes to Consolidated Financial Statements
</TABLE>
c) CENTURY PROPERTIES FUND XIX
CONSOLIDATED STATEMENTS OF PARTNERS' CAPITAL (DEFICIT)
(Unaudited)
(in thousands, except unit data)
<TABLE>
<CAPTION>
Limited
Partnership General Limited
Units Partners Partners Total
<S> <C> <C> <C> <C>
Original capital contributions 89,292 $ -- $ 89,292 $ 89,292
Partners' (deficit) capital
at December 31, 1995 89,292 $(8,992) $ 9,655 $ 663
Net loss for the three
months ended March 31, 1996 -- (4) (34) (38)
Partners' (deficit) capital
at March 31, 1996 89,292 $(8,996) $ 9,621 $ 625
<FN>
See Accompanying Notes to Consolidated Financial Statements
</TABLE>
d) CENTURY PROPERTIES FUND XIX
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(in thousands)
<TABLE>
<CAPTION>
Three Months Ended
March 31,
1996 1995
<S> <C> <C>
Cash flows from operating activities:
Net loss $ (38) $ (386)
Adjustments to reconcile net loss to cash
provided by operating activities:
Depreciation 689 684
Amortization 31 103
Change in accounts:
Other assets and deferred costs (140) (373)
Accrued expenses and other liabilities 323 127
Net cash provided by operating activities 865 155
Cash flows from investing activities
Property improvements and replacements (328) (62)
Decrease in restricted cash -- 104
Net cash (used in) provided by
investing activities (328) 42
Cash flows from financing activities
Mortgage principal repayments (190) (73)
Loan costs (62) --
Net cash used in financing activities (252) (73)
Net increase in cash and cash equivalents 285 124
Cash and cash equivalents at beginning of period 2,868 218
Cash and cash equivalents at end of period $ 3,153 $ 342
Supplemental information:
Interest paid $ 1,214 $ 1,428
<FN>
See Accompanying Notes to Consolidated Financial Statements
</TABLE>
e) CENTURY PROPERTIES FUND XIX
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note A - Basis of Presentation
The accompanying unaudited financial statements have been prepared in accordance
with generally accepted accounting principles for interim financial information
and with the instructions to Form 10-QSB and Item 310(b) of Regulation S-B.
Accordingly, they do not include all of the information and footnotes required
by generally accepted accounting principles for complete financial statements.
In the opinion of the Managing General Partner, all adjustments (consisting of
normal recurring accruals) considered necessary for a fair presentation have
been included. Operating results for the three month period ended March 31,
1996, are not necessarily indicative of the results that may be expected for the
fiscal year ending December 31, 1996. For further information, refer to the
financial statements and footnotes thereto included in the Partnership's annual
report on Form 10-K for the year ended December 31, 1995.
Certain reclassifications have been made to the 1995 information to conform to
the 1996 presentation.
Note B - Transactions with Affiliated Parties
Century Properties Fund XIX (the "Partnership") has no employees and is
dependent on NPI Equity Investments II, Inc. ("NPI Equity" or "the Managing
General Partner") and its affiliates for the management and administration of
all partnership activities. The Partnership Agreement provides for payments to
affiliates for services and as reimbursement of certain expenses incurred by
affiliates on behalf of the Partnership.
The following transactions with Insignia Financial Group, Inc. ("Insignia"),
National Property Investors, Inc. ("NPI"), and affiliates were charged to
expense in 1996 and 1995:
<TABLE>
<CAPTION>
For the Three Months Ended
March 31,
1996 1995
<S> <C> <C>
Property management fees (included in operating
expenses) $184,000 $167,000
Reimbursement for services of affiliates (included
in general and administrative expenses) 74,000 36,000
</TABLE>
For the period from January 19, 1996, to March 31, 1996, the Partnership insured
its property under a master policy through an agency and insurer unaffiliated
with the Managing General Partner. An affiliate of the Managing General Partner
acquired, in the acquisition of a business, certain financial obligations from
an insurance agency which was later acquired by the agent who placed the current
year's master policy. The current agent assumed the financial obligations to
the affiliate of the Managing General Partner who received payments on these
obligations from the agent. The amount of the Partnership's insurance premiums
accruing to the benefit of the affiliate of the Managing General Partner by
virtue of the agent's obligations is not significant.
Fox Partners II, a California general partnership, is the general partner of the
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.
On December 6, 1993, the shareholders of the Managing General Partner entered
into a Voting Trust Agreement with NPI Equity pursuant to which NPI Equity was
granted the right to vote 100% of the outstanding stock of the Managing General
Partner. In addition, NPI Equity became the managing partner of FRI. As a
result, NPI Equity indirectly became responsible for the operation and
management of the business and affairs of the Registrant.
On August 17, 1995, the stockholders of NPI entered into an agreement to sell to
IFGP Corporation, a Delaware corporation, an affiliate of Insignia, a Delaware
corporation, all of the issued outstanding common stock of NPI for an aggregate
purchase price of $1,000,000. NPI is the sole shareholder of the Managing
General Partner. The closing of the transactions contemplated by the above
mentioned agreement (the "Closing") occurred on January 19, 1996.
Upon the Closing, the officers and directors of NPI and the Managing General
Partner resigned and IFGP Corporation caused new officers and directors of each
of those entities to be elected.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
The Partnership's investment properties consist of eight apartment complexes.
The following table sets forth the average occupancy of the properties for the
three months ended March 31, 1996 and 1995:
Average
Occupancy
Property 1996 1995
Sunrunner Apartments
St. Petersburg, Florida 94% 95%
Misty Woods Apartments
Charlotte, North Carolina 95% 98%
McMillan Place Apartments
Dallas, Texas 95% 97%
Vinings Peak Apartments
(formerly Wood Ridge Apartments)
Atlanta, Georgia 97% 94%
Plantation Crossing
Atlanta, Georgia 94% 96%
Wood Lake Apartments
Atlanta, Georgia 94% 96%
Greenspoint Apartments
Phoenix, Arizona 95% 97%
Sandspoint Apartments
Phoenix, Arizona 96% 95%
Occupancy at Vinings Peak increased 4% over occupancy at March 31, 1995. The
Managing General Partner attributes this increase to the increase in rental
rates and winter weather in the first quarter of 1995 which made leasing
activity unusually slow. Occupancy rebounded to 96% during the quarter ended
June 30, 1995.
The partnership's net loss for the three months ended March 31, 1996, was
approximately $38,000 versus approximately $386,000 for the same period of 1995.
The decrease in the net loss is primarily attributable to an increase in rental
revenue and a decrease in interest expense. The increase in rental revenue is
primarily the result of increased rental rates. The decrease in interest
expense is due to the 1995 refinancing of six of the eight properties' mortgage
indebtedness at lower interest rates. Also contributing to the decrease in net
loss is an increase in other income due to an increase in interest income due to
additional cash balances as a result of the 1995 refinancings. Partially
offsetting this decrease in net loss is an increase in general and
administrative expense resulting from costs in connection with personnel in
Greenville and Atlanta during the transitioning of the Managing General Partner.
Also contributing to this increase in expense is additional costs in connection
with dissolving the lower tier partnerships pursuant to the terms of the
refinancings.
As part of the ongoing business plan of the Partnership, the Managing General
Partner monitors the rental market environment of its investment properties to
assess the feasibility of increasing rent, maintaining or increasing occupancy
levels and protecting the Partnership from increases in expense. As part of
this plan, the Managing General Partner attempts to protect the Partnership from
the burden of inflation-related increases in expenses by increasing rents and
maintaining a high overall occupancy level. However, due to changing market
conditions which can result in the use of rental concessions and rental
reductions to offset softening market conditions, there is no guarantee that the
Managing General Partner will be able to sustain such a plan.
At March 31, 1996, the Partnership had unrestricted cash of $3,153,000 as
compared to $342,000 at March 31, 1995. Net cash provided by operating
activities increased primarily as a result of an increase in accrued expenses
and other liabilities due to the prepayment of rent and to the timing of payment
for outstanding payables. The increase in cash used in investing activities is
due to an increase in property replacements which included the purchase of
washing machines and dryers for the apartments at Greenspoint. The increase in
cash used in financing activities is due to three of the properties having
interest only payments prior to the 1995 refinancings.
An affiliate of the Managing General partner has made available to the
Registrant a credit line of up to $150,000 per property owned by the Registrant.
The Partnership has no outstanding amounts due under this line of credit. Based
on present plans, management does not anticipate the need to borrow in the near
future. Other than cash and cash equivalents, the line of credit is the
Partnership's only unused source of liquidity.
The sufficiency of existing liquid assets to meet future liquidity and capital
expenditure requirements is directly related to the level of capital
expenditures required at the properties to adequately maintain the physical
assets and other operating needs of the Partnership. Such assets are currently
thought to be sufficient for any near-term needs of the partnership. The
mortgage indebtedness of approximately $62,152,000 is amortized over varying
periods with required balloon payments ranging from January 1997 to January
2006, at which time the properties will either be refinanced or sold. The
Partnership is prohibited from making distributions from operations until the
mortgages encumbering McMillan Place Apartments are satisfied. Future cash
distributions will depend on the levels of cash generated from operations, a
property sale, and the availability of cash reserves. No cash distributions
were paid in 1995 or during the first quarter of 1996.
PART II - OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
a) Exhibits:
Exhibit 27, Financial Data Schedule, is filed as an exhibit to
this report.
b) Reports on Form 8-K:
A Form 8-K dated January 19, 1996, was filed reporting the change
in control of the registrant.
SIGNATURES
In accordance with the requirements of the Exchange Act, the Registrant caused
this report to be signed on its behalf by the undersigned thereunto, duly
authorized.
CENTURY PROPERTIES FUND XIX
By: FOX PARTNERS
Its General Partner
By: FOX CAPITAL MANAGEMENT CORPORATION,
A General Partner
By: /s/William H. Jarrard, Jr.
William H. Jarrard, Jr.
President and Director
By: /s/Ronald Uretta
Ronald Uretta
Principal Financial Officer and
Principal Accounting Officer
Date: May 10, 1996
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from Century
Properties Fund XIX 1996 First Quarter 10-QSB and is qualified in its entirety
by reference to such 10-QSB filing.
</LEGEND>
<CIK> 0000705752
<NAME> CENTURY PROPERTIES FUND XIX
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> MAR-31-1996
<CASH> 3,153
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0<F1>
<PP&E> 94,228
<DEPRECIATION> 35,063
<TOTAL-ASSETS> 64,413
<CURRENT-LIABILITIES> 0<F1>
<BONDS> 62,152
0
0
<COMMON> 0
<OTHER-SE> 625
<TOTAL-LIABILITY-AND-EQUITY> 64,413
<SALES> 0
<TOTAL-REVENUES> 3,910
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 3,948
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,291
<INCOME-PRETAX> (38)
<INCOME-TAX> 0
<INCOME-CONTINUING> (38)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (38)
<EPS-PRIMARY> (.37)
<EPS-DILUTED> 0
<FN>
<F1>The Registrant has an unclassified balance sheet.
</FN>
</TABLE>
