FORM 10-QSB--QUARTERLY REPORT UNDER SECTION 13 OR 15 (D)
OF THE SECURITIES EXCHANGE ACT OF 1934
QUARTERLY OR TRANSITIONAL REPORT
U. S. Securities and Exchange Commission
Washington, D.C. 20549
FORM 10-QSB
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1997
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)
(864) 239-1000
(Issuer's telephone number)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports ), and (2) has been
subject to such filing requirements for the past 90 days. Yes X . No .
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
a) CENTURY PROPERTIES FUND XIX
CONSOLIDATED BALANCE SHEET
(Unaudited)
(in thousands, except unit data)
September 30, 1997
Assets
Cash and cash equivalents $ 4,420
Other assets and deferred costs 2,066
Restricted escrows 347
Investment properties:
Land $ 11,635
Buildings and related personal property 83,989
95,624
Less accumulated depreciation (39,290) 56,334
$63,167
Liabilities and Partners' Capital (Deficit)
Liabilities
Accrued expenses and other liabilities $ 2,315
Mortgage notes payable (including $12,346
in default) 61,097
Partners' Capital (Deficit):
General partners' $ (9,100)
Limited partners' (89,292 units outstanding) 8,855 (245)
$63,167
See Accompanying Notes to Consolidated Financial Statements
b) CENTURY PROPERTIES FUND XIX
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(in thousands, except unit data)
Three Months Ended Nine Months Ended
September 30, September 30,
1997 1996 1997 1996
Revenues:
Rental income $3,750 $3,769 $11,304 $11,226
Other income 218 203 624 584
Total revenues 3,968 3,972 11,928 11,810
Expenses:
Operating 1,238 1,280 3,594 3,647
General and administration 86 121 239 340
Maintenance 420 737 1,272 1,773
Depreciation 723 687 2,144 2,076
Interest 1,260 1,285 3,785 3,866
Property taxes 283 302 840 841
Total expenses 4,010 4,412 11,874 12,543
Net income (loss) $ (42) $ (440) $ 54 $ (733)
Net income (loss) allocated to
general partners $ (5) $ (53) $ 6 $ (87)
Net income (loss) allocated to
limited partners (37) (387) 48 (646)
$ (42) $ (440) $ 54 $ (733)
Net income (loss) per limited
partnership unit $ (.41) $(4.34) $ .54 $(7.23)
See Accompanying Notes to Consolidated Financial Statements
c) CENTURY PROPERTIES FUND XIX
CONSOLIDATED STATEMENT OF PARTNERS' CAPITAL (DEFICIT)
(Unaudited)
(in thousands, except unit data)
Limited
Partnership General Limited
Units Partners' Partners' Total
Original capital contributions 89,292 $ -- $ 89,292 $ 89,292
Partners' (deficit) capital
at December 31, 1996 89,292 $(9,106) $ 8,807 $ (299)
Net income for the nine months
ended September 30, 1997 -- 6 48 54
Partners' (deficit) capital
at September 30, 1997 89,292 $(9,100) $ 8,855 $ (245)
See Accompanying Notes to Consolidated Financial Statements
d) CENTURY PROPERTIES FUND XIX
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(in thousands)
Nine Months Ended
September 30,
1997 1996
Cash flows from operating activities:
Net income (loss) $ 54 $ (733)
Adjustments to reconcile net income (loss) to cash
provided by operating activities:
Depreciation 2,144 2,076
Amortization 102 92
Change in accounts:
Other assets and deferred costs (345) (159)
Accrued expenses and other liabilities 450 874
Net cash provided by operating activities 2,405 2,150
Cash flows from investing activities
Property improvements and replacements (615) (911)
Deposits to restricted escrows (210) (267)
Receipts from restricted escrows 13 68
Net cash used in investing activities (812) (1,110)
Cash flows from financing activities
Payment on mortgage notes payable (571) (600)
Loan costs paid (21) (102)
Net cash used in financing activities (592) (702)
Net increase in cash and cash equivalents 1,001 338
Cash and cash equivalents at beginning of period 3,419 2,868
Cash and cash equivalents at end of period $ 4,420 $ 3,206
Supplemental information:
Cash paid for interest $ 3,523 $ 3,698
See Accompanying Notes to Consolidated Financial Statements
e) CENTURY PROPERTIES FUND XIX
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE A - BASIS OF PRESENTATION
The accompanying unaudited consolidated financial statements of Century
Properties Fund XIX (the "Partnership") have been prepared in accordance with
generally accepted accounting principles for interim financial information and
with the instructions to Form 10-QSB and Item 310(b) of Regulation S-B.
Accordingly, they do not include all of the information and footnotes required
by generally accepted accounting principles for complete financial statements.
In the opinion of Fox Capital Management Corporation, a California corporation,
("FCMC" or the "Managing General Partner"), all adjustments (consisting of
normal recurring accruals) considered necessary for a fair presentation have
been included. Operating results for the three and nine month periods ended
September 30, 1997, are not necessarily indicative of the results that may be
expected for the fiscal year ending December 31, 1997. For further information,
refer to the consolidated financial statements and footnotes thereto included in
the Partnership's annual report on Form 10-KSB for the year ended December 31,
1996.
Certain reclassifications have been made to the 1996 information to conform to
the 1997 presentation.
NOTE B - TRANSACTIONS WITH AFFILIATED PARTIES
The Partnership has no employees and is dependent on its general partner, Fox
Partners II, a California general partnership, and the Managing General Partner,
a California Corporation, and their affiliates for the management and
administration of all partnership activities. The Partnership Agreement provides
for payments to affiliates for services and as reimbursement of certain expenses
incurred by affiliates on behalf of the Partnership.
The general partners of Fox Partners II are FCMC, Fox Realty Investors ("FRI"),
and Fox Partners 83.
Pursuant to a series of transactions which closed during the first half of 1996,
affiliates of Insignia Financial Group, Inc. ("Insignia") acquired all of the
issued and outstanding shares of stock of FCMC, NPI Equity Investments II, Inc.
("NPI Equity"), the managing general partner of FRI, and National Property
Investors, Inc. ("NPI"). NPI Equity is a wholly-owned subsidiary of NPI. In
connection with these transactions, affiliates of Insignia appointed new
officers and directors of NPI Equity and FCMC.
The following transactions with affiliates of Insignia, NPI, and affiliates of
NPI were incurred in the nine month periods ended September 30, 1997 and 1996
(in thousands):
For the Nine Months Ended
September 30,
1997 1996
Property management fees (included in operating
expenses) $552 $552
Reimbursement for services of affiliates, including
approximately $12,000 and $19,000 of construction
oversight reimbursements in 1997 and 1996,
respectively (included in general and
administrative expenses, maintenance expenses
and investment properties) 130 154
For the period of January 19, 1996 to August 31, 1997, the Partnership insured
its properties under a master policy through an agency and insurer unaffiliated
with the Managing General Partner. An affiliate of the Managing General Partner
acquired, in the acquisition of a business, certain financial obligations from
an insurance agency which was later acquired by the agent who placed the master
policy. The agent assumed the financial obligations to the affiliate of the
Managing General Partner who received payments on these obligations from the
agent. The amount of the Partnership's insurance premiums accruing to the
benefit of the affiliate of the Managing General Partner by virtue of the
agent's obligations is not significant.
On August 28, 1997, an Insignia affiliate (the "Purchaser") commenced tender
offers for limited partnership interests in six real estate limited partnerships
(including the Partnership) in which various Insignia affiliates act as general
partner. The Purchaser offered to purchase up to 27,000 of the outstanding
units of limited partnership interest in the Partnership, at $175.00 per Unit,
net to the seller in cash, upon the terms and subject to the conditions set
forth in the Offer to Purchase dated August 28, 1997 (the "Offer to Purchase")
and the related Assignment of Partnership Interest attached as Exhibits (a)(1)
and (a)(2), respectively, to the Tender Offer Statement on Schedule 14D-1
originally filed with the Securities and Exchange Commission on August 28, 1997.
Because of the existing and potential future conflicts of interest (described in
the Partnership's Statements on Schedule 14D-9 filed with the Securities and
Exchange Commission), neither the Partnership nor the Managing General Partner
expressed any opinion as to the Offer to Purchase and made no recommendation as
to whether unit holders should tender their units in response to the Offer to
Purchase. As a result of the tender offer, an Insignia affiliate purchased
4,892 of the outstanding limited partner units of the Partnership.
NOTE C - MORTGAGE NOTES PAYABLE
On November 1, 1996, the Partnership refinanced the mortgage on its Sunrunner
Apartments with a new first mortgage in the amount of $3,250,000. The loan
requires monthly payments of approximately $20,000 at a rate of 7.33% and
matures November 1, 2003. The Partnership incurred closing costs and fees of
$114,000 in 1996 and $15,000 in 1997. In connection with the Sunrunner
refinancing, the Partnership recognized an extraordinary loss on extinguishment
of debt of $14,000, consisting primarily of a prepayment penalty. In connection
with the refinancing, the property was conveyed from a wholly-owned subsidiary,
Century Sunrunner 19, L.P., back to the Partnership.
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 each
of the nine months ended September 30, 1997 and 1996:
Average
Occupancy
1997 1996
Sunrunner Apartments
St. Petersburg, Florida 95% 94%
Misty Woods Apartments
Charlotte, North Carolina 91% 95%
McMillan Place Apartments
Dallas, Texas 96% 95%
Vinings Peak Apartments
(formerly Wood Ridge Apartments)
Atlanta, Georgia 92% 96%
Wood Lake Apartments
Atlanta, Georgia 93% 93%
Plantation Crossing
Atlanta, Georgia 89% 95%
Greenspoint Apartments
Phoenix, Arizona 90% 93%
Sandspoint Apartments
Phoenix, Arizona 89% 95%
The Managing General Partner attributes the decrease in occupancies at Misty
Woods and Vinings Peak to increased competition as a result of newly constructed
units, which are in the same market niches as the investment properties. The
decrease in occupancy at Plantation Crossing is due to tenants buying homes and
soft market conditions with increased competition. Occupancy decreased at
Greenspoint and Sandspoint Apartments due to an extremely competitive sub-market
with high concessions being offered by competitive properties.
The Partnership's net income for the nine months ended September 30, 1997, was
approximately $54,000 versus a net loss of approximately $733,000 for the nine
months ended September 30, 1996. The Partnership realized net losses for the
three months ended September 30, 1997 and 1996 of approximately $42,000 and
$440,000, respectively. The increase in net income is primarily attributable to
decreases in maintenance and general and administrative expenses. The decrease
in maintenance expense is primarily due to a one-time exterior rehabilitation
project which took place at Vinings Peak Apartments and a one-time exterior
painting project at Wood Lake Apartments in 1996 to enhance the appearance and
appeal of the properties. Included in maintenance expense for the nine month
period ended September 30, 1997 is approximately $242,000 of major repairs and
maintenance comprised of major landscaping, exterior building improvements, and
window coverings. For the nine months ended September 30, 1996, approximately
$792,000 of major repairs and maintenance is included in maintenance expense
comprised of exterior painting, gutter repairs, and major landscaping. The
decrease in general and administrative expense is due to a decrease in expense
reimbursements paid to affiliates in 1997. The increased expense reimbursements
in 1996 were attributable to the combined transition efforts of the Greenville,
South Carolina, and Atlanta, Georgia, administrative offices during the 1995
year-end close, preparation of the 1995 10-K and tax return (including the
limited partner K-1s), filing of the first two quarterly reports and transition
of asset management responsibilities to the new administration.
As part of the ongoing business plan of the Partnership, the Managing General
Partner monitors the rental market environment of its investment properties to
assess the feasibility of increasing rents, maintaining or increasing occupancy
levels and protecting the Partnership from increases in 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 September 30, 1997, the Partnership had cash and cash equivalents of
approximately $4,420,000 compared to approximately $3,206,000 at September 30,
1996. Net cash provided by operating activities increased due to an increase in
net income as discussed above. Offsetting this increase was a decrease in
accrued expenses and other liabilities due to the timing of payments to vendors.
Net cash used in investing activities decreased due to a reduction in property
improvements and replacements. Net cash used in financing activities decreased
due to a decrease in loan costs as a result of the refinancings at the end of
1995 which resulted in loan costs being paid during the nine months ended
September 30, 1996.
An affiliate of the Managing General Partner has made available to the
Partnership a credit line of up to $150,000 per property owned by the
Partnership. The Partnership has no outstanding amounts due under this line of
credit. Based on present plans, 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. Mortgage
indebtedness of approximately $48,751,000 is amortized over varying periods with
required balloon payments ranging from January 2003 to January 2006, at which
time the properties will either be refinanced or sold. Additional mortgage
indebtedness of approximately $12,346,000, secured by McMillan Place Apartments,
is currently in default. The accrued interest on the above indebtedness which
is in default is approximately $687,000. The Managing General Partner is
currently negotiating with the lender for a five year extension, however, there
is no assurance that an extension will be obtained. If an extension is not
obtained, the lender may foreclose on the property. The Partnership is
prohibited from making distributions from operations until the mortgages
encumbering McMillan Place Apartments are satisfied. As a result, no cash
distributions were paid in 1996 or during the first nine months of 1997 nor are
any expected in the near future. At such time when the existing McMillan Place
debt is discharged, either through satisfaction, refinancing or a foreclosure,
the future distributions will be made only from sale or refinancing proceeds.
On August 28, 1997, an Insignia affiliate commenced tender offers for limited
partnership interests in six real estate limited partnerships (including the
Partnership) in which various Insignia affiliates act as general partner. The
Purchaser offered to purchase up to 27,000 of the outstanding units of limited
partnership interest in the Partnership, at $175.00 per Unit, net to the seller
in cash, upon the terms and subject to the conditions set forth in the Offer to
Purchase dated August 28, 1997 (the "Offer to Purchase") and the related
Assignment of Partnership Interest attached as Exhibits (a)(1) and (a)(2),
respectively, to the Tender Offer Statement on Schedule 14D-1 originally filed
with the Securities and Exchange Commission on August 28, 1997. Because of the
existing and potential future conflicts of interest (described in the
Partnership's Statements on Schedule 14D-9 filed with the Securities and
Exchange Commission), neither the Partnership nor the Managing General Partner
expressed any opinion as to the Offer to Purchase and made no recommendation as
to whether unit holders should tender their units in response to the Offer to
Purchase. As a result of the tender offer, an Insignia affiliate purchased
4,892 of the outstanding limited partner units of the Partnership.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
In August 1997, an Insignia affiliate (the "Purchaser") commenced tender offers
for limited partner interests in six real estate limited partnerships including
the Partnership (collectively, the "Tender Partnerships"), in which various
Insignia affiliates act as general partner. On September 5, 1997, a partnership
claiming to be a holder of limited partnership units in one of the Tender
Partnerships, filed a complaint with respect to a putative class action in the
Court of Chancery in the State of Delaware in and for New Castle County (the
"City Partnerships complaint") challenging the actions of the defendants
(including Insignia, certain Insignia affiliates) in connection with the tender
offers. Neither the Partnership nor the Managing General Partner were named as
defendants in the action. The City Partnerships complaint alleges that, among
other things, the defendants have intentionally mismanaged the Tender
Partnerships and coerced the limited partners into selling their units pursuant
to the tender offers for substantially lower prices than the units are worth.
The plaintiffs also allege that the defendants breached an alleged duty to
provide an independent analysis of the fair market value of the limited
partnership units, failed to appoint a disinterested committee to review the
tender offer and did not adequately consider other alternatives available to the
limited partners.
On September 8, 1997, persons claiming to be holders of limited partnership
units in the Tender Partnerships filed a complaint with respect to a putative
class action and derivative suit in the Superior Court for the State of
California for the County of San Mateo (the "Kline complaint") challenging the
actions of the defendants (including Insignia, certain Insignia affiliates and
the Tender Partnerships) in connection with the tender offers. The Kline
complaint alleges that, among other things, the defendants have intentionally
mismanaged the Tender Partnerships and that, as a result of the tender offers,
the Purchaser will acquire effective voting control over the Tender Partnerships
at substantially lower prices than the units are worth. On September 24, 1997,
the court denied the plaintiffs' application for a temporary restraining order
and their request for preliminary injunctive relief preventing the completion of
the tender offers.
On September 10, 1997, persons claiming to be holders of limited partnership
units in the Tender Partnerships filed a complaint with respect to a putative
class action and derivative suit in the Superior Court for the State of
California for the County of Alameda (the "Heller complaint") challenging the
actions of the defendants (including Insignia, certain Insignia affiliates and
the Tender Partnerships) in connection with the tender offers. The Heller
complaint alleges that, among other things, the defendants have intentionally
mismanaged the Tender Partnerships and that, as a result of the tender offers,
the Purchaser will acquire effective voting control of the Tender Partnerships
at substantially lower prices than the units are worth. The Plaintiffs also
allege that the defendants breached an alleged duty to retain an independent
advisor to consider alternatives to the tender offers.
The Managing General Partner believes that the allegations contained in the City
Partnerships, Kline and Heller complaints are without merit and intends to
vigorously contest each of those complaints to which it and the Partnership have
been named as defendants.
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:
None filed during the quarter ended September 30, 1997.
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 II
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: November 13, 1997
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from Century
Properties Fund XIX 1997 Third 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> 9-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> SEP-30-1997
<CASH> 4,420
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0<F1>
<PP&E> 95,624
<DEPRECIATION> 39,290
<TOTAL-ASSETS> 63,167
<CURRENT-LIABILITIES> 0<F1>
<BONDS> 61,097
0
0
<COMMON> 0
<OTHER-SE> (245)
<TOTAL-LIABILITY-AND-EQUITY> 63,167
<SALES> 0
<TOTAL-REVENUES> 11,928
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 11,874
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 3,785
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 54
<EPS-PRIMARY> .54<F2>
<EPS-DILUTED> 0
<FN>
<F1>Registrant has an unclassified balance sheet.
<F2>Multiplier is 1.
</FN>
</TABLE>
