U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB
(Mark One)
[X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT
OF 1934 [NO FEE REQUIRED]
For the fiscal year ended December 31, 1996
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 [NO FEE REQUIRED]
For the transition period from to
Commission file number 0-11935
CENTURY PROPERTIES FUND XIX
California 94-2887133
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
One Insignia Financial Plaza, P.O. Box 1089
Greenville, South Carolina, 29602
(Address of principal executive offices)
(864) 239-1000
Issuer's telephone number
Securities registered under Section 12(b) of the Exchange Act:
None
Securities registered under Section 12(g) of the Exchange Act:
Limited Partnership Units
(Title of class)
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
Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure will 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-KSB or any amendment to
this Form. X
State issuer's revenues for its most recent fiscal year. $15,747,000
State the aggregate market value of the voting stock held by nonaffiliates of
the registrant. The aggregate market value shall be computed by reference to the
price at which the stock was sold, or the average bid and asked prices of such
stock, as of a specified date within the past 60 days. Market value information
for Registrant's Partnership Interests is not available. Should a trading market
develop for these Interests, it is management's belief that such trading would
not exceed $25 million.
DOCUMENTS INCORPORATED BY REFERENCE
See Exhibit Index
PART I
Item 1. Description of Business
Century Properties Fund XIX (the "Registrant") was organized in August 1982, as
a California limited partnership under the Uniform Limited Partnership Act of
the California Corporations Code. Fox Partners II, a California general
partnership, is the general partner of the Registrant. The general partners of
Fox Partners II are Fox Capital Management Corporation (the "Managing General
Partner"), a California Management Corporation, Fox Realty Investors ("FRI"), a
California general partnership, and Fox Partners 83, a California general
partnership.
The 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. The 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 the Registrant is and has been to acquire, hold for
investment and ultimately sell income-producing multi-family residential
properties. The Registrant is a "closed" limited partnership real estate
syndicate formed to acquire multi-family residential properties.
Beginning in September 1983 through October 1984, the 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. The Registrant's original property portfolio
was geographically diversified with properties acquired in seven states. The
Registrant's acquisition activities were completed in June 1985 and since then
the principal activity of the Registrant has been managing its portfolio. One
property was sold in each of the years, 1988, 1992, 1993, and 1994. In addition
one property was foreclosed on in 1993. See "Item 2, Properties" for a
description of the Registrant's properties.
The Registrant is involved in only one industry segment, as described above.
The Registrant does not engage in any foreign operations or derive revenues from
foreign sources.
Both the income and the expenses of operating the properties which are owned by
the Registrant are subject to factors outside of the Registrant's control, such
as oversupply of similar rental facilities as a result of 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 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 of marketability of such property. Even under the
most favorable market conditions there is no guarantee that any property owned
by the Registrant can be sold or, if sold, that such sale can be made upon
favorable terms.
It is possible that legislation on the state or local level may be enacted in
the states where the 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 existing or new legislation or
regulations might adversely affect the properties still owned by the Registrant.
The 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 the Registrant received
notice that it is a potentially responsible party with respect to an
environmental clean up site.
At this time it appears that the original investment objective of capital growth
will not be attained and that investors will not receive a return of all their
invested capital. The extent to which invested capital is returned to investors
is dependent upon the success of the general partners' strategy as set forth in
"Item 6, Management's Discussion and Analysis or Plan of Operation" as well as
upon significant improvement in the performance of the Registrant's remaining
properties and the markets in which such properties are located and on the sales
price of the remaining properties. In this regard, some or all of the remaining
properties have been held longer than originally expected. The ability to hold
and operate these properties is dependent on the Registrant's ability to obtain
financing, refinancing or debt modification as required.
A further description of the Partnership's business is included in Management's
Discussion and Analysis or Plan of Operation included in "Item 6" of this Form
10-KSB.
The Registrant has no employees. Management and administrative services are
performed by the Managing General Partner and by Insignia Residential Group,
L.P., an affiliate of Insignia Financial Group, Inc. ("Insignia"), the ultimate
parent company of the Managing General Partner. Pursuant to a management
agreement between them, Insignia Residential Group, L.P. provides property
management services to the Registrant.
The real estate business in which the Partnership is engaged is highly
competitive, and the Partnership is not a significant factor in this industry.
The Registrant's properties are subject to competition from similar properties
in the vicinity in which the properties are located. In addition, various
limited partnerships have been formed by the General Partners and/or their
affiliates to engage in business which may be competitive with the Registrant.
On January 19, 1996, IFGP Corporation, an affiliate of Insignia, acquired for
$1,000,000 all of the issued and outstanding shares of capital stock of National
Property Investors, Inc. ("NPI"). NPI is the sole shareholder of the NPI Equity
Investments II, Inc., the managing general partner of FRI, and the entity which
controlled the Managing General Partner. In June 1996, IFGP Corporation
purchased all of issued and outstanding shares of capital stock of the Managing
General Partner.
On January 19, 1996, an affiliate of Insignia purchased from DeForest I all of
its interest in the Registrant. Pursuant to a Schedule 13-D filed by Insignia
LLC with the Securities and Exchange Commission, Insignia LLC acquired 24,811.66
limited partnership units or approximately 28% of the total limited partnership
units of the Registrant. (See "Item 11, Security Ownership of Certain Beneficial
Owners and Management.")
Item 2. Description of Properties:
The following table sets forth the Partnership's investments in properties:
<TABLE>
<CAPTION>
Date of
Property Purchase Type of Ownership Use
<S> <C> <C> <C>
Wood Lake Apartments 12/83 Fee ownership subject to Apartment
Atlanta, Georgia first mortgage 220 units
Greenspoint Apartments 02/84 Fee ownership subject to Apartment
Phoenix, Arizona first mortgage 336 units
Sandspoint Apartments 02/84 Fee ownership subject to Apartment
Phoenix, Arizona first mortgage 432 units
Wood Ridge Apartments 04/84 Fee ownership subject to Apartment
Atlanta, Georgia first mortgage 280 units
Plantation Crossing Apartments 06/84 Fee ownership subject to Apartment
Atlanta, Georgia first mortgage 180 units
Sunrunner Apartments 07/84 Fee ownership subject to Apartment
St. Petersburg, Florida first mortgage 200 units
McMillan Place Apartments 06/85 Fee ownership subject to Apartment
Dallas, Texas first and second mortgages 402 units
Misty Woods Apartments 06/85 Fee ownership subject to Apartment
Charlotte, North Carolina first mortgage 228 units
</TABLE>
Schedule of Properties:
(amounts in thousands)
Carrying Accumulated Federal
Property Value Depreciation Rate Method Tax Basis
Wood Lake $12,798 $ 5,299 5-30 yrs S/L $ 3,856
Greenspoint 13,790 5,007 6-30 yrs S/L 3,478
Sandspoint 16,043 6,058 6-30 yrs S/L 3,779
Wood Ridge 14,734 5,875 6-30 yrs S/L 4,609
Plantation Crossing 9,055 3,614 6-30 yrs S/L 2,879
Sunrunner 7,264 3,160 6-30 yrs S/L 2,385
McMillan Place 13,773 5,072 6-30 yrs S/L 5,693
Misty Woods 7,552 3,061 6-30 yrs S/L 2,534
$95,009 $37,146 $29,213
See "Note A" of the financial statements included in "Item 7" for a description
of the Partnership's depreciation policy.
Schedule of Mortgages:
(dollar amounts in thousands)
Monthly Principal Principal
Payment Stated Balance Balance At
Including Interest Maturity Due At December 31,
Property Interest Rate Date Maturity 1996
Wood Lake $ 57 7.50% 01/01/03 $ 6,793 $ 7,649
Greenspoint 68 8.33% 05/15/05 7,988 8,900
Sandspoint 76 8.33% 05/15/05 8,874 9,887
Wood Ridge 67 7.50% 01/01/03 7,888 8,883
Plantation Crossing 39 7.50% 01/01/03 4,602 5,182
Sunrunner 20 7.33% 11/01/03 3,250 3,250
McMillan Place
1st Mortgage 89 8.25% 01/20/97 10,370 10,370
2nd Mortgage -- 8.25% 01/20/97 2,140 2,140
Misty Woods 40 7.88% 01/01/06 4,769 5,407
$456 $56,674 $61,668
Schedule of Rental Rates and Occupancy:
Average Annual Average
Rental Rates Occupancy
Property 1996 1995 1996 1995
Wood Lake $ 8,968/unit $ 8,370/unit 94% 96%
Greenspoint 7,686/unit 7,178/unit 92% 96%
Sandspoint 6,455/unit 6,149/unit 95% 96%
Wood Ridge 8,289/unit 7,799/unit 95% 95%
Plantation Crossing 8,028/unit 7,664/unit 94% 96%
Sunrunner 6,116/unit 5,849/unit 94% 95%
McMillan Place 5,942/unit 5,614/unit 94% 97%
Misty Woods 6,281/unit 5,931/unit 94% 97%
The Managing General Partner attributes the decrease in occupancy at Greenspoint
Apartments and Misty Woods Apartments to soft markets in their respective areas
which have resulted from overbuilding and new construction of similar complexes.
The Managing General Partner attributes the decrease in occupancy at McMillan
Place Apartments to deferred maintenance needs at the property. (See "Item 6,
Management's Discussion and Analysis or Plan of Operation.")
As noted under "Item 1. Description of Business", the real estate industry is
highly competitive. All of the properties of the Partnership are subject to
competition from other apartment complexes in the area. The Managing General
Partner believes that all of the properties are adequately insured. The multi-
family residential properties' lease terms are for one year or less. No
individual tenant leases 10% or more of the available space.
Real estate taxes and rates in 1996 for each property were:
(dollar amounts in thousands)
1996 1996
Billing Rate
Wood Lake $123 3.27%
Greenspoint 100 1.30%
Sandspoint 133 1.51%
Wood Ridge 169 3.27%
Plantation Crossing 65 3.52%
Sunrunner 123 2.46%
McMillan Place 251 2.59%
Misty Woods 92 1.37%
Item 3. Legal Proceedings
The Registrant is unaware of any pending or outstanding litigation that is not
of a routine nature. The Managing General Partner of the Registrant believes
that all such pending or outstanding litigation will be resolved without a
material adverse effect upon the business, financial condition, or operations of
the Partnership.
Item 4. Submission of Matters to a Vote of Security Holders
During the year ended December 31, 1996, no matter was submitted to a vote of
unit holders through the solicitation of proxies or otherwise.
PART II
Item 5. Market for the Partnership's Common Equity and Related Security Holder
Matters
The Partnership, a publicly-held limited partnership, sold 89,292 Limited
Partnership Units aggregating $89,292,000. The Partnership currently has 89,292
units outstanding and 6,706 Limited Partners of record. There is no intention to
sell additional Limited Partnership Units nor is there an established market for
these units.
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 year ended December 31, 1996.
Item 6. Management's Discussion and Analysis or Plan of Operation
This item should be read in conjunction with the consolidated financial
statements and other items contained elsewhere in this report.
Results of Operations
The Partnership's net loss for the year ended December 31, 1996, was
approximately $962,000 versus a net loss of approximately $3,683,000 for the
year ended December 31, 1995 (See "Note C" of the Financial Statements for a
reconciliation of these amounts to the Partnership's federal taxable loss). The
decrease in net loss for the year ended December 31, 1996, versus the same
period in 1995, is primarily attributable to an increase in revenues in 1996 and
the recognition in 1995 of an extraordinary loss on early extinguishment of
debt. The increase in revenues is due to increases in rental rates at all of
the properties which was partially offset by an overall decrease in occupancy.
As noted below the Partnership refinanced its mortgage on Sunrunner Apartments
in 1996 and its mortgages on Misty Woods Apartments, Wood Ridge Apartments,
Woodlake Apartments, Plantation Crossing Apartments, Greenspoint Apartments and
Sandspoint Apartments in 1995. In connection with the refinancings in 1995, the
Partnership recognized an extraordinary loss on the early extinguishment of debt
of $1,636,000, consisting of the write-off of unamortized deferred financing
costs, prepayment penalties and exit fees. The 1996 refinancing recorded an
extraordinary loss on the early extinguishment of debt of $14,000 due to
prepayment penalties.
Also contributing to the decrease in net loss in 1996 was the decrease in
interest expense which was partially offset by increases in operating expenses
and general and administrative expenses. Interest expense decreased for the
year ended December 31, 1996, as compared to the same period of 1995 due to the
refinancings that occurred in 1995 and 1996 which had lower interest rates than
the previous mortgages. The increase in operating expense was due to increases
in maintenance expenses intended to enhance the appearance and appeal of the
properties. Included in maintenance expense is approximately $838,000 of major
repairs and maintenance comprised of landscaping, exterior painting, gutter
replacements, tennis court renovations, wood replacement and parking lot
refurbishment. General and administrative expenses increased due to an increase
in expense reimbursements. The increase in expense reimbursements during the
year ended December 31, 1996, is directly attributable to the combined
transition efforts of the Greenville, South Carolina, and Atlanta, Georgia,
administrative offices during the year-end close, preparation of the 1995 10-K
and tax return (including the limited partner K-1's), 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.
Liquidity and Capital Resources
At December 31, 1996, the Partnership had unrestricted cash of approximately
$3,419,000 as compared to approximately $2,868,000 at December 31, 1995. Net
cash provided by operating activities increased due to the decrease in net loss
as discussed above, an increase in accrued expenses and other liabilities and a
decrease in other assets and deferred costs. Cash used in investing activities
increased due to an increase in property improvements and replacements. Net cash
used in financing activities increased due to the net refinancing proceeds
received in 1995. In 1995, the payoffs of the previous mortgages on the
refinanced properties were less than the proceeds from the refinancing of the
properties.
The Partnership has no material capital programs scheduled to be performed in
1997, although certain routine capital expenditures and maintenance expenses
have been budgeted. These capital expenditures and maintenance expenses will be
incurred only if cash is available from operations or is received from the
capital reserve account.
An affiliate of the Managing General Partner has made available to the
Partnership a credit line of up to $150,000 per property owned by the
Partnership. The Partnership has no outstanding amounts due under this line of
credit. Based on present plans, the Managing General Partner does not
anticipate the need to borrow in the near future. Other than cash and cash
equivalents, the line of credit is the Partnership's only unused source of
liquidity.
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 connection with the Sunrunner refinancing, the Partnership
recognized an extraordinary loss on extinguishment of debt of $14,000,
consisting 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.
On December 29, 1995, the Partnership refinanced the mortgage that encumbered
its Misty Woods Apartments property with a new first mortgage in the amount of
$5,450,000. The loan requires monthly payments of approximately $40,000 at 7.8%
interest and matures on January 1, 2006, with a balloon payment of approximately
$4,863,000. The loan may not be prepaid without penalty. The Partnership
incurred closing costs and fees of $177,000 in connection with the refinancing,
of which $95,000 was paid in 1995. In connection with the refinancing, the
Partnership was required to transfer all the assets and liabilities of Misty
Woods Apartments to a newly formed, wholly-owned subsidiary, Misty Woods CPF 19,
L.P.
On December 15, 1995, the Partnership refinanced the mortgages that encumbered
their Wood Ridge, Wood Lake and Plantation Crossing Apartments properties. The
new $22,000,000 loan (allocated $9,000,000, $7,750,000 and $5,250,000,
respectively) requires total monthly payments of approximately $163,000 at 7.5%
interest and is being amortized over 25 years. The loan matures on January 1,
2003, with a balloon payment of approximately $19,283,000. A premium is to be
calculated under the terms of the mortgage if the loan is prepaid. In
connection with the refinancings, each of these properties was conveyed from a
wholly-owned subsidiary, Century Woods 19, L.P., back to the Partnership. The
Partnership incurred closing costs and fees of $346,000 in connection with this
refinancing.
On June 29, 1995, the Partnership replaced its maturing mortgage encumbering
Greenspoint Apartments with a new first mortgage in the amount of $9,000,000.
The loan requires monthly payments of approximately $68,000 at 8.33% interest
and is being amortized over 30 years. The loan matures on May 15, 2005, with a
balloon payment of approximately $7,974,000. A premium is to be calculated
under the terms of the mortgage if the loan is prepaid. In connection with the
refinancing, the property was conveyed from a wholly-owned subsidiary, SGP
Properties, L.P., back to the partnership. The partnership incurred closing
costs of $138,000 in connection with the refinancing.
On June 29, 1995, the Partnership replaced its maturing mortgage encumbering
Sandspoint Apartment with a new first mortgage in the amount of $10,000,000.
The loan requires monthly payments of approximately $76,000 at 8.33% interest
and is being amortized over 30 years. The loan matures on May 15, 2005, with a
balloon payment of approximately $8,859,000. A premium is to be calculated
under the terms of the mortgage if the loan is prepaid. In connection with the
refinancing, the property was conveyed from a wholly-owned subsidiary, SGP
Properties, L.P., back to the partnership. The Partnership incurred closing
costs of $150,000 in connection with the refinancing.
The mortgages secured by McMillan Place Apartments, in the amount of
$12,510,000, are in default as of January 20, 1997, due to non-payment upon
maturity. The Managing General Partner is currently negotiating a three year
extension for the mortgages with the lender, but no assurance can be given that
such extensions will be granted. If extensions are not granted the property may
be lost in foreclosure. The Managing General Partner continues to make the
monthly mortgage payments.
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 $61,668,000 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, foreclosed 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 year ended December 31, 1996.
ITEM 7. FINANCIAL STATEMENTS
CENTURY PROPERTIES FUND XIX
LIST OF FINANCIAL STATEMENTS
Independent Auditors' Report
Consolidated Balance Sheet - December 31, 1996
Consolidated Statements of Operations - Years ended December 31, 1996 and
1995
Consolidated Statements of Changes in Partners' Capital (Deficit) - Years
ended December 31,1996 and 1995
Consolidated Statements of Cash Flows - Years ended December 31, 1996 and
1995
Notes to Consolidated Financial Statements
Independent Auditors' Report
To the Partners
Century Properties Fund XIX
Greenville, South Carolina
We have audited the accompanying consolidated balance sheet of Century
Properties Fund XIX (a limited partnership) (the "Partnership") and its
subsidiaries as of December 31, 1996, and the related consolidated statements of
operations, partners' equity and cash flows for each of the two years in the
period ended December 31, 1996. 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
audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audits 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 audits
provide 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 and its subsidiaries as of December 31, 1996, and the
results of its operations and its cash flows for each of the two years in the
period ended December 31, 1996, in conformity with generally accepted accounting
principles.
/s/ Imowitz Koenig & Co., LLP
New York, N.Y.
February 18, 1997
CENTURY PROPERTIES FUND XIX
CONSOLIDATED BALANCE SHEET
(in thousands except unit data)
December 31, 1996
Assets
Cash and cash equivalents $ 3,419
Other assets and deferred costs 1,958
Investment properties (Note B and E)
Land $ 11,635
Buildings and related personal property 83,374
95,009
Less accumulated depreciation (37,146) 57,863
$63,240
Liabilities and Partners' Capital (Deficit)
Liabilities
Accrued expenses and other liabilities $ 1,871
Mortgage notes payable (Notes B) 61,668
Partners' Capital (Deficit)
General partners $ (9,106)
Limited partners (89,292 units issued
and outstanding) 8,807 (299)
$63,240
See Accompanying Notes to Consolidated Financial Statements
CENTURY PROPERTIES FUND XIX
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands except unit data)
Years Ended December 31,
1996 1995
Revenues:
Rental income $ 14,971 $ 14,454
Other income 776 625
15,747 15,079
Expenses:
Operating 8,460 8,105
Interest 5,143 6,001
Depreciation 2,790 2,744
General and administrative 302 276
16,695 17,126
Loss before extraordinary item (948) (2,047)
Extraordinary item - loss on early
extinguishment of debt (Note B) (14) (1,636)
Net loss (Note C) $ (962) $ (3,683)
Net loss allocated to general partners $ (114) $ (434)
Net loss allocated to limited partners (848) (3,249)
Net loss $ (962) $ (3,683)
Net loss per limited partnership unit:
Loss before extraordinary item $ (9.36) $ (20.23)
Extraordinary item (.14) (16.16)
Net loss $ (9.50) $ (36.39)
See Accompanying Notes to Consolidated Financial Statements
CENTURY PROPERTIES FUND XIX
CONSOLIDATED STATEMENTS OF CHANGES IN PARTNERS' CAPITAL (DEFICIT)
(in thousands except unit data)
Limited
Partnership General Limited
Units Partners Partners Total
Original Capital contributions 89,292 $ -- $ 89,292 $89,292
Partners' capital (deficit) at
December 31, 1994 89,292 $ (8,558) $ 12,904 $ 4,346
Net loss for the year ended
December 31,1995 (434) (3,249) (3,683)
Partners' capital (deficit) at
December 31, 1995 89,292 (8,992) 9,655 663
Net loss for the year ended
ended December 31, 1996 (114) (848) (962)
Partners' capital (deficit) at
December 31, 1996 89,292 $ (9,106) $ 8,807 $ (299)
See Accompanying Notes to Consolidated Financial Statements
CENTURY PROPERTIES FUND XIX
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands except unit data)
Years Ended December 31,
1996 1995
Cash flows from operating activities:
Net loss $ (962) $ (3,683)
Adjustments to reconcile net loss to net cash
provided by operating activities:
Depreciation and amortization 2,914 3,048
Extraordinary item - loss on early
extinguishment of debt 14 1,636
Change in accounts:
Other assets and deferred costs 20 (72)
Accrued expenses and other liabilities 579 97
Net cash provided by
operating activities 2,565 1,026
Cash flows from investing activities:
Property improvements and replacements (1,130) (322)
Decrease in restricted cash -- 787
Net cash (used in) provided by
investing activities (1,130) 465
Cash flows from financing activities:
Payments on mortgage notes payable (747) (364)
Repayment of mortgage notes payable (3,177) (42,807)
Proceeds from long-term borrowings 3,250 46,450
Loan costs (196) (729)
Cost paid to extinguish debt (14) (1,391)
Net cash (used in) provided by
financing activities (884) 1,159
Net increase in cash and cash equivalents 551 2,650
Cash and cash equivalents at beginning of year 2,868 218
Cash and cash equivalents at end of year $ 3,419 $ 2,868
Supplemental disclosure of cash flow information:
Cash paid for interest $ 4,653 $ 5,662
See Accompanying Notes to Consolidated Financial Statements
CENTURY PROPERTIES FUND XIX
Notes to Consolidated Financial Statements
December 31, 1996
Note A - Organization and Significant Accounting Policies
Organization:
Century Properties Fund XIX (the "Partnership") is a California limited
partnership organized in August 1982, to acquire and operate and ultimately sell
residential apartment complexes. As of December 31, 1996, the Partnership
operates eight residential apartment complexes located throughout the United
States. The general partner of the Partnership is Fox Partners II, a California
general partnership. The general partners of Fox Partners II are Fox Capital
Management Corporation ("FCMC"), 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 FCMC.
On December 6, 1993, the shareholders of FCMC entered into a Voting Trust
Agreement with NPI Equity Investments II, Inc. ("NPI Equity" or the "Managing
General Partner") pursuant to which NPI Equity was granted the right to vote 100
percent of the outstanding stock of FCMC and NPI Equity became the managing
general partner of FRI. As a result, NPI Equity became responsible for the
operation and management of the business and affairs of the Partnership and the
other investment partnerships originally sponsored by FCMC and/or FRI. NPI
Equity is a wholly-owned subsidiary of National Property Investors, Inc. ("NPI,
Inc."). The shareholders of FCMC and the partners in FRI 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.
In October 1994, DeForest Ventures I L.P. ("DeForest I") made a tender offer for
limited partnership interests in the partnership, as well as eleven affiliated
limited partnerships. DeForest Ventures II, L.P. ("DeForest II") made tender
offers for limited partnership interests in seven affiliated limited
partnerships. Shareholders who controlled DeForest Capital I Corporation, the
sole general partner of DeForest I, also controlled NPI, Inc. As of December
31, 1996, DeForest I had acquired approximately 28% of total limited partnership
units of the Partnership.
On January 19, 1996, the stockholders of NPI, Inc. sold all of the issued and
outstanding stock of NPI, Inc. to an affiliate of Insignia Financial Group, Inc.
("Insignia"). In addition, an affiliate of Insignia acquired the limited
partnership interests of the Partnership held by DeForest I and certain of its
affiliates.
Principles of Consolidation:
The financial statements include all the accounts of the Partnership and its
wholly owned Partnerships. All significant interpartnership balances have been
eliminated.
Distributions:
Cash distributions have been suspended since 1987. As specified in the
modification of the existing mortgages encumbering McMillan Place Apartments,
the Partnership is prohibited from making any distributions except from sales or
refinancing of its properties, until the mortgages encumbering McMillan Place
Apartments is satisfied.
Depreciation:
Depreciation is computed by the straight-line method over estimated useful lives
ranging from 27.5 to 30 years for buildings and improvements and five to seven
years for furnishings.
Cash and Cash Equivalents:
The Partnership considers all highly liquid investments with a maturity, when
purchased, of three months or less to be cash equivalents. At certain times,
the amount of cash deposited at a bank may exceed the limit on insured deposits.
Leases:
The Partnership generally leases apartment units for twelve-month terms or less.
The Partnership recognizes income as earned on its leases. The Managing General
Partner finds it necessary to offer rental concessions during particularly slow
months or in response to heavy competition from other similar complexes in the
area. During 1996, the properties offered various concessions including reduced
rent for the first month, variable move-in allowances, and reduced security
deposits. Concessions are charged to expense as incurred.
Tenant Security Deposits:
The Partnership requires security deposits from all apartment lessees for the
duration of the lease and such deposits are included in other assets. Deposits
are refunded when the tenant vacates the apartment, provided the tenant has not
damaged its space and is current on its rental payments.
Loan Costs:
Loan costs of approximately $1,014,000 are included in "Other assets and
deferred costs" in the accompanying balance sheet and are being amortized on a
straight-line basis over the life of the loan. At December 31, 1996,
accumulated amortization is approximately $154,000. Amortization of loan costs
is included in interest expense.
Investment Properties:
In 1995 the Partnership adopted "FASB Statement No. 121," Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of,
which requires impairment losses to be recorded on long-lived assets used in
operations when indicators of impairment are present and the undiscounted cash
flows estimated to be generated by those assets are less than the assets'
carrying amount. The impairment loss is measured by comparing the fair value of
the asset to its carrying amount. The effect of adoption was not material.
Fair Value:
In 1995, the Partnership implemented Statement of Financial Accounting Standards
No. 107, "Disclosure about Fair Value of Financial Instruments," which requires
disclosure of fair value information about financial instruments for which it is
practicable to estimate that value. The carrying amount of the Partnership's
cash and cash equivalents approximates fair value due to short-term maturities.
The Partnership estimates the fair value of its fixed rate mortgage by
discounted cash flow analysis, based on estimated borrowing rates currently
available to the Partnership (Note B).
Advertising:
The Partnership expenses the costs of advertising as incurred. Advertising
expense, included in operating expenses, was approximately $263,000 and $238,000
for the years ended December 31, 1996 and 1995, respectively.
Use of Estimates:
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the amounts reported in the financial statements and accompanying notes.
Actual results could differ from those estimates.
Reclassifications:
Certain reclassifications have been made to the 1995 balances to conform to the
1996 presentation.
Note B - Mortgage Notes Payable
The principle terms of mortgage notes payable are as follows (dollar amounts in
thousands):
Monthly Principal Principal
Payment Stated Balance Balance At
Including Interest Maturity Due At December 31,
Property Interest Rate Date Maturity 1996
Wood Lake $ 57 7.50% 01/01/03 $ 6,793 $ 7,649
Greenspoint Apartments 68 8.33% 05/15/05 7,988 8,900
Sandspoint Apartments 76 8.33% 05/15/05 8,874 9,887
Wood Ridge Apartments 67 7.50% 01/01/03 7,888 8,883
Plantation Crossing 39 7.50% 01/01/03 4,602 5,182
Sunrunner 20 7.33% 11/01/03 3,250 3,250
McMillan Place
1st Mortgage 89 8.25% 01/20/97 10,370 10,370
2nd Mortgage -- 8.25% 01/20/97 2,140 2,140
Misty Woods Apartments 40 7.88% 01/01/06 4,769 5,407
$456 $56,674 $61,668
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 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.
On December 29, 1995, the Partnership refinanced the mortgage that encumbered
its Misty Woods Apartments property with a new first mortgage in the amount of
$5,450,000. The loan requires monthly payments of approximately $40,000 at
7.88% interest and matures on January 1, 2006, with a balloon payment of
approximately $4,769,000. The loan may not be prepaid without penalty. The
Partnership incurred closing costs and fees of $177,000 in connection with the
refinancing, of which $95,000 was paid in 1995. In connection with the
refinancing, the Partnership was required to transfer all the assets and
liabilities of Misty Woods Apartments to a newly formed, wholly-owned
subsidiary, Misty Woods CPF 19, L.P.
On December 15, 1995, the Partnership refinanced the mortgages that encumbered
their Wood Ridge, Wood Lake and Plantation Crossing Apartments properties. The
new $22,000,000 loan (allocated $9,000,000, $7,750,000 and $5,250,000,
respectively) requires total monthly payments of approximately $163,000 at 7.5%
interest and is being amortized over 25 years. The loan matures on January 1,
2003, with a balloon payment of approximately $4,602,000. A premium is to be
calculated under the terms of the mortgage if the loan is prepaid. In
connection with the refinancings, each of these properties was conveyed from a
wholly-owned subsidiary, Century Woods 19, L.P., back to the Partnership. The
Partnership incurred closing costs and fees of $346,000 in connection with this
refinancing.
On June 29, 1995, the Partnership replaced its maturing mortgage encumbering
Greenspoint Apartments with a new first mortgage in the amount of $9,000,000.
The loan requires monthly payments of approximately $68,000 at 8.33% interest
and is being amortized over 30 years. The loan matures on May 15, 2005, with a
balloon payment of approximately $7,988,000. A premium is to be calculated
under the terms of the mortgage if the loan is prepaid. In connection with the
refinancing, the property was conveyed from a wholly-owned subsidiary, SGP
Properties, L.P., back to the partnership. The partnership incurred closing
costs of $138,000 in connection with the refinancing.
On June 29, 1995, the Partnership replaced its maturing mortgage encumbering
Sandspoint Apartment with a new first mortgage in the amount of $10,000,000.
The loan requires monthly payments of approximately $76,000 at 8.33% interest
and is being amortized over 30 years. The loan matures on May 15, 2005, with a
balloon payment of approximately $8,874,000. A premium is to be calculated
under the terms of the mortgage if the loan is prepaid. In connection with the
refinancing, the property was conveyed from a wholly-owned subsidiary, SGP
Properties, L.P., back to the partnership. The Partnership incurred closing
costs of $150,000 in connection with the refinancing.
In connection with the 1995 refinancings, the Partnership recognized an
extraordinary loss on extinguishment of debt of $1,636,000, consisting of the
write-off of unamortized deferred financing costs, prepayment premiums and exit
fees.
The mortgages secured by McMillan Place Apartments, in the amount of
$12,510,000, are in default as of January 20, 1997, due to non-payment upon
maturity. The Managing General Partner is currently negotiating a three year
extension for the mortgages with the lender, but no assurance can be given that
such extensions will be granted. If extensions are not granted the property may
be lost in foreclosure. The Managing General Partner continues to make the
monthly mortgage payments.
The mortgage notes payable are nonrecourse and are secured by pledge of certain
of the Partnership's rental properties and by pledge of revenues from the
respective rental properties. Certain of the notes impose prepayment penalties
if repaid prior to maturity.
The estimated fair value of the Partnership's aggregate debt is approximately
$61,668,000. This estimate is not necessarily indicative of the amounts the
Partnership might pay in actual market transactions.
Scheduled principal payments on the mortgage notes payable subsequent to
December 31, 1996 are as follows (in thousands):
1997 $13,060
1998 595
1999 643
2000 695
2001 751
Thereafter 45,924
$61,668
Note C - Income Taxes
Taxable income or loss of the Partnership is reported in the income tax returns
of its partners. Accordingly, no provision for income taxes is made in the
financial statements of the Partnership.
Differences between the net loss as reported and Federal taxable loss result
primarily from (1) depreciation over different methods and lives and on
differing cost bases, (2) change in rental income received in advance, and (3)
bad debt allowances. The following is a reconciliation of reported net loss and
Federal taxable loss (in thousands except unit data):
1996 1995
Net loss as reported $ (962) $(3,683)
Add (deduct):
Depreciation differences (709) (948)
Construction period interest
and taxes 9 3
Miscellaneous (8) (27)
Prepaid Rent 48 --
Federal taxable loss $(1,622) $(4,655)
Federal taxable loss
per limited partnership unit $ (16) $ (46)
The following is a reconciliation between the Partnership's reported amounts and
Federal tax basis of net assets and liabilities (in thousands):
1996
Net liabilities as reported $ (299)
Land and buildings (4,861)
Accumulated depreciation (23,790)
Syndication and distribution costs 12,413
Prepaid rent 48
Other 2
Net liabilities - Federal tax basis $(16,487)
Note D - Transactions with Affiliated Parties
The Partnership has no employees and is dependent on the Managing General
Partner and its affiliates for the management and administration of all
partnership activities. The Partnership Agreement provides for payments to
affiliates for services and as reimbursement of certain expenses incurred by
affiliates on behalf of the Partnership. Balances and other transactions with
affiliates of the Managing General Partner in 1996 and 1995 are (in thousands):
1996 1995
Property management fees $737 $738
Reimbursement for services of 187 241
affiliates
During the year ended December 31, 1996 and 1995, the Partnership paid
approximately $7,000 and $27,000, respectively, to affiliates of the Managing
General Partner for expense reimbursements and brokerage fees incurred in
connection with the November 15, 1996, refinancings of Sunrunner Apartments and
the December 29, 1995, refinancings of Misty Woods Apartments. These charges
have been capitalized as loan costs, and will be amortized over the life of the
loan.
Property management fees are included in operating expenses. Reimbursements for
services of affiliates are primarily included in general and administrative
expenses. Financing fees have been capitalized and are being amortized over the
life of the loan. Approximately $449,000 of insurance premiums, which were paid
to an affiliate of NPI Inc. under a master insurance policy arranged by such
affiliate, are included in operating expenses for the year ended December 31,
1995.
For the period January 19, 1996 to December 31, 1996, 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 current
year's master policy. The current agent assumed the financial obligations to
the affiliate of the Managing General Partner who receives payments on these
obligations from the agent. The amount of the Partnership's insurance premiums
accruing to the benefit of the affiliate of the General Partner by virtue of the
agent's obligations is not significant.
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 percent of remaining gain.
Note E - Investment Properties and Accumulated Depreciation
Initial Cost
To Partnership
Cost
Buildings Capitalized
and Related (Removed)
Personal Subsequent to
Description Encumbrances Land Property Acquisition
(in thousands)
Wood Lake $ 7,649 $ 1,206 $ 10,980 $ 612
Greenspoint 8,900 2,165 11,199 426
Sandspoint 9,887 2,124 13,158 761
Wood Ridge 8,883 1,632 12,321 781
Plantation Crossing 5,182 1,062 7,576 417
Sunrunner 3,250 634 6,485 145
McMillan Place 12,510 2,399 10,826 548
Misty Woods 5,407 429 6,846 277
Total $61,668 $ 11,651 $ 79,391 $3,967
<TABLE>
<CAPTION>
Gross Amount at Which Carried
At December 31, 1996
Buildings Accum- Year Depre-
And Related lated of Date ciable
Personal Depre- Const- Acqu- Life-
Description Land Property Total ciation ion ired Years
(in thousands)
<S> <C> <C> <C> <C> <C> <C> <C>
Wood Lake $ 1,206 $11,592 $12,798 $ 5,299 1983 12/83 5-30 yrs.
Greenspoint 2,141 11,649 13,790 5,007 1986 2/84 6-30 yrs.
Sandspoint 2,146 13,897 16,043 6,058 1986 2/84 6-30 yrs.
Wood Ridge 1,632 13,102 14,734 5,875 1982 4/84 6-30 yrs.
Plantation Crossing 1,062 7,993 9,055 3,614 1980 6/84 6-30 yrs.
Sunrunner 587 6,677 7,264 3,160 1981 7/84 6-30 yrs.
McMillan Place 2,427 11,346 13,773 5,072 1985 6/85 6-30 yrs.
Misty Woods 434 7,118 7,552 3,061 1986 6/85 6-30 yrs.
Total $11,635 $83,374 $95,009 $37,146
</TABLE>
The depreciable lives included above are for the buildings and components. The
depreciable lives for related personal property are for 5 to 7 years.
Reconciliation of Investment Properties and Accumulated Depreciation (in
thousands):
Years Ended December 31,
1996 1995
Balance at beginning of year $93,928 $93,606
Property Improvements 1,130 322
Disposal of property (49) --
Balance at end of year $ 95,009 $93,928
Years Ended December 31,
1996 1995
Accumulated Depreciation
Balance at beginning of year $34,394 $31,650
Additions charged to expense 2,790 2,744
Disposal of property (38) --
Balance at end of year $37,146 $34,394
The aggregate cost of the real estate for Federal income tax purposes at
December 31, 1996 and 1995 respectively is approximately $90,149,000 and
approximately $89,059,000. The accumulated depreciation taken for Federal
income tax purposes at December 31, 1996 and 1995 respectively is approximately
$60,936,000 and $57,476,000.
Item 8. Changes in and Disagreements with Accountant on Accounting and
Financial Disclosures
There were no disagreements with Imowitz Koenig & Co., LLP regarding the 1996 or
1995 audits of the Partnership's financial statements.
PART III
Item 9. Directors, Executive Officers, Promoters and Control Persons;
Compliance with Section 16(a) of the Exchange Act
Neither the Registrant, nor Fox Partners II ("Fox"), the general partner of the
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 the Registrant's affairs and has general
responsibility and ultimate authority in all matters affecting its business. The
Managing General Partner is a wholly-owned affiliate of Insignia.
The names and ages of, as well as the positions and offices held by, the
executive officers and directors of the Managing General Partner are set forth
below. There are no family relationships between or among any officers or
directors.
Name Age Position
William H. Jarrard, Jr. 50 President and Director
Ronald Uretta 40 Vice President and
Treasurer
John K. Lines, Esq. 37 Vice President and
Secretary
Kelley M. Buechler 39 Assistant Secretary
William H. Jarrard, Jr. has been Managing Director - Partnership Administration
of Insignia since January 1991. Mr. Jarrard served as Managing Director -
Partnership Administration & Asset Management from July 1994 until January 1996.
Ronald Uretta has been Insignia's Treasurer since January 1992. Since August
1996, he has also served as Chief Operating Officer. He also served as
Secretary from January 1992 to June 1994 and as Chief Financial Officer from
January 1992 to August 1996. Since September 1990, Mr. Uretta has also served as
the Chief Financial officer and controller of MAG.
John K. Lines, Esq. has been Vice President and Secretary of the Managing
General Partner since January 1996, Insignia's General Counsel since June 1994,
and General Counsel and Secretary since July 1994. From May 1993 until June
1994, Mr. Lines was the Assistant General Counsel and Vice President of Ocwen
Financial Corporation, West Palm Beach, Florida. From October 1991 until May
1993, Mr. Lines was a Senior Attorney with Banc One Corporation, Columbus, Ohio.
From May 1984 until October 1992, Mr. Lines was an attorney with Squire Sanders
& Dempsey, Columbus, Ohio.
Kelley M. Buechler has been Assistant Secretary of the Managing General Partner
and Assistant Secretary of Insignia since 1991. During the five years prior to
joining Insignia in 1991, she served in similar capacities with U. S Shelter.
Item 10. Executive Compensation
No direct form of compensation or remuneration was paid by the Partnership to
any officer or director of the Managing General Partner. The Partnership has no
plan, nor does the Partnership presently propose a plan, which will result in
any remuneration being paid to any officer or director upon termination of
employment. However, fees and other payments have been made to the Partnership's
Managing General Partner and its affiliates, as described in "Item 12. Certain
Relationships and Related Transactions."
Item 11. Security Ownership of Certain Beneficial Owners and Management
The 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 the Registrant in accordance with the terms of the Partnership
Agreement. The Managing General Partner directly owns 100 limited partnership
units in the Registrant.
The following table sets forth certain information regarding limited partnership
units of the Registrant owned by each person who is known by the Registrant to
own beneficially or exercise voting or dispositive control over more than 5% of
the Registrant's limited partnership units, by each of the Managing General
Partner's directors and by all directors and executive officers of the Managing
General Partner as a group as of March 1, 1996.
Name and address of Amount and nature of
Beneficial Owner Beneficial Ownership % of Class
Insignia NPI, LLC(1) 24,811.66 27.8
(1) The business address for Insignia NPI, L.L.C. is One Insignia Financial
Plaza, Greenville, South Carolina 29602.
There are no arrangements known to the Registrant, the operation of which may,
at a subsequent date, result in a change in control of the Registrant.
Item 12. Certain Relationships and Related Transactions
In accordance with the Registrant's partnership agreement, the Partnership may
be charged by the general partners and affiliates for services provided to the
Partnership. During the years ended December 31, 1996 and 1995, an affiliate of
NPI Equity II commenced provided certain property management services. Related
party expenses for the years ended December 31, 1996, and 1995 were as follows:
1996 1995
Property management fees $737 $738
Reimbursement for services of affiliates 187 241
Total $924 $979
During the year ended December 31, 1996 and 1995, the Partnership paid
approximately $7,000 and $27,000, respectively, to affiliates of the Managing
General Partner for expense reimbursements and brokerage fees incurred in
connection with the November 15, 1996, refinancings of Sunrunner Apartments and
the December 29, 1995, refinancings of Misty Woods Apartments. These charges
have been capitalized as loan costs, and will be amortized over the life of the
loan.
Property management fees are included in operating expenses. Reimbursements for
services of affiliates are primarily included in general and administrative
expenses. Financing fees have been capitalized and are being amortized over the
life of the loan. Approximately $449,000 of insurance premiums, which were paid
to an affiliate of NPI Inc. under a master insurance policy arranged by such
affiliate, are included in operating expenses for the year ended December 31,
1995.
For the period January 19, 1996 to December 31, 1996, 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 current
year's master policy. The current agent assumed the financial obligations to
the affiliate of the Managing General Partner who receives payments on these
obligations from the agent. The amount of the Partnership's insurance premiums
accruing to the benefit of the affiliate of the General Partner by virtue of the
agent's obligations is not significant.
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 percent of remaining gain.
As a result of its ownership of 24,811.66 limited partnership units, Insignia
NPI L.L.C. ("Insignia LLC") could be in a position to significantly influence
all voting decisions with respect to the Registrant. Under the Partnership
Agreement, unit holders holding a majority of the Units are entitled to take
action with respect to a variety of matters. When voting on matters, Insignia
LLC 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, Insignia LLC has agreed for the benefit of
non-tendering unit holders, that it will vote its Units: (i) against any
proposal to increase the fees and other compensation payable by the Registrant
to the Managing General Partner and any of its affiliates; and (ii) on all other
matters submitted by it or its affiliates, in proportion to the votes cast by
non tendering units holders. Except for the foregoing, no other limitations are
imposed on Insignia LLC's right to vote each Unit acquired.
Item 13. Exhibits and Reports on Form 8-K
(a) Exhibits:
Exhibits 27, Financial Data Schedule, is filed as an exhibit to this
report.
(b) Reports on Form 8-K filed in the fourth quarter of fiscal year in 1996:
None.
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 26th of March 1996.
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
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
/s/William H. Jarrard, Jr. President and Director March 6, 1997
William H. Jarrard, Jr.
/s/Ronald Uretta Principal Financial March 6, 1997
Ronald Uretta Officer and Principal
Accounting Officer
CENTURY PROPERTIES INCOME FUND XIX
Exhibit Index
Exhibit
Number Description of Exhibit
2.1 NPI, Inc. Stock Purchase Agreement, dated as of August 7, 1995,
incorporated by reference to the Registrant's Current Report on
Form 8-K dated August 7, 1995.
2.2 Partnership Units Purchase Agreement dated as of August 17, 1995
incorporated by reference to Exhibit 2.1 to Form 8-K filed by
Insignia Financial Group, Inc. ("Insignia") with the Securities and
Exchange Commission on September 1, 1995.
2.3 Management Purchase Agreement dated as of August 17, 1995
incorporated by reference to Exhibit 2.2 to Form 8-K filed by
Insignia with the Securities and Exchange Commission on September
1, 1995.
3.4 Agreement of Limited Partnership, incorporated by reference to
Exhibit A to the Prospectus of the Registrant dated September 20,
1983, as amended on June 13, 1989, and as thereafter supplemented
contained in the 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
the Registrant in favor of The Travelers Insurance Company
"Travelers") in the principal amount of $10,800,000,
incorporated by reference to the 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
the Registrant in favor of Travelers in the principal amount of
$2,138,673.53, incorporated by reference to the 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 the Registrant and Travelers, incorporated by
reference to the 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 the Registrant and Travelers, incorporated by reference
to the Registrant's Form 10-Q for the quarter ended September
30, 1994.
(e) Promissory Note made December 15, 1995, by the Registrant in
favor of Connecticut General Life Insurance Company ("CIGNA")
in the principal amount of $22,000,000 relating to the
refinancing of Wood Lake, Wood Ridge, and Plantation Crossing.
(f) Form of Deed to Secure Debt and Security Agreement from the
Registrant to CIGNA relating to the refinancing of Wood Lake,
Wood Ridge, and Plantation Crossing.
(g) First Mortgage Note from the Registrant to Secore Financial
Corporation ("Secore") relating to the refinancing of Misty
Woods Apartments.
(h) First Mortgage and Security Agreement dated as of December 29,
1995, from the Registrant to Secore relating to the refinancing
of Misty Woods Apartments.
(i) Multifamily Note secured by a Mortgage or Deed of Trust dated
November 1, 1996, between Century Properties Fund XIX and
Lehman Brothers Holdings, Inc., d/b/a Lehman Capital, a
Division of Lehman Brothers Holdings Inc., d/b/a Lehman
Capital, a Division of Lehman Brothers Holdings Inc., relating
to Sunrunner Apartments.
16 Letter from the Registrant's former Independent Auditor dated April
27, 1994, incorporated by reference to exhibit 10 to the
Registrant's Current Report on Form 8-K dated April 22, 1994.
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from Century
Properties Fund XIX 1996 Year-End 10-KSB and is qualified in its entirety by
reference to such 10-KSB filing.
</LEGEND>
<CIK> 0000705752
<NAME> CENTURY PROPERTIES FUND XIX
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> DEC-31-1996
<CASH> 3,419
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0<F1>
<PP&E> 95,009
<DEPRECIATION> (37,146)
<TOTAL-ASSETS> 63,240
<CURRENT-LIABILITIES> 0<F1>
<BONDS> 61,668
0
0
<COMMON> 0
<OTHER-SE> (299)
<TOTAL-LIABILITY-AND-EQUITY> 63,240
<SALES> 0
<TOTAL-REVENUES> 15,747
<CGS> 0
<TOTAL-COSTS> 16,695
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 5,143
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (962)
<EPS-PRIMARY> (9.50)<F2>
<EPS-DILUTED> 0
<FN>
<F1>Registrant has an unclassified balance sheet.
<F2>Multiplier is 1.
</FN>
</TABLE>
Exhibit 10(i)
Loan No. 734079583
Sunrunner
MULTIFAMILY NOTE
US $3,250,000
New York, New York
As of November 1, 1996
FOR VALUE RECEIVED, the undersigned promise to pay LEHMAN BROTHERS HOLDINGS
INC. d/b/a Lehman Capital, A Division of Lehman Brothers Holdings Inc., 3 World
Financial Center, New York, New York 10285, or order, the principal sum of Three
Million Two Hundred Fifty Thousand and 00/100 Dollars, with interest on the
unpaid principal balance from the date of this Note, until paid, at the rate of
7.33 percent per annum. Interest only shall be payable at 3 World Financial
Center, New York, New York 10285, or such other place as the holder hereof may
designate in writing, in consecutive monthly installments of Nineteen Thousand
Eight Hundred Fifty-two and 08/100 Dollars (US $19,852.08) on the first day of
each month beginning December 1, 1996, until the entire indebtedness evidenced
hereby is fully paid, except that any remaining indebtedness, if not sooner
paid, shall be due and payable on November 1, 2003.
If any installment under this Note is not paid when due, the entire
principal amount outstanding hereunder and accrued interest thereon shall at
once become due and payable, at the option of the holder hereof. The holder
hereof may exercise this option to accelerate during any default by the
undersigned regardless of any prior forbearance. In the event of any default in
the payment of this Note, and if the same is referred to an attorney at law for
collection or any action at law or in equity is brought with respect hereto, the
undersigned shall pay the holder hereof all expenses and costs, including, but
not limited to, attorney's fees.
Prepayments shall be applied against the outstanding principal balance of
this Note and shall not extend or postpone the due date of any subsequent
monthly installments or change the amount of such installments, unless the
holder hereof shall agree otherwise in writing. The holder hereof may require
that any partial prepayments be made on the date monthly installments are due
and be in the amount of that part of one or more monthly installments which
would be applicable to principal.
From time to time, without affecting the obligation of the undersigned or
the successors or assigns of the undersigned to pay the outstanding principal
balance of this Note and observe the covenants of the undersigned contained
herein, without affecting the guaranty of any person, corporation, partnership
or other entity for payment of the outstanding principal balance of this Note,
without giving notice to or obtaining the consent of the undersigned, the
successors or assigns of the undersigned or guarantors, and without liability on
the part of the holder hereof, the holder hereof may, at the option of the
holder hereof, extend the time for payment of said outstanding principal balance
or any part thereof, reduce the payments thereon, release anyone liable on any
of said outstanding principal balance, accept a renewal of this Note, modify the
terms and time of payment of said outstanding principal balance, join in any
extension or subordination agreement, release any security given herefor, take
or release other or additional security, and agree in writing with the
undersigned to modify the rate of interest or period of amortization of this
Note or change the amount of the monthly installments payable hereunder.
Presentment, notice of dishonor, and protest are hereby waived by all
makers, sureties, guarantors and endorsers hereof. This Note shall be the joint
and several obligation of all makers, sureties, guarantors and endorsers, and
shall be binding upon them and their successors and assigns.
The indebtedness evidenced by this Note is secured by a Mortgage or Deed of
Trust dated as of the date hereof, and reference is made thereto for rights as
to acceleration wazzu of the indebtedness evidenced by this Note. This Note
shall be governed by the law of the jurisdiction in which the Property subject
to the Mortgage or Deed of Trust is located.
The undersigned shall pay any installment of interest due hereunder within
ten (10) calendar days after such installment of interest is due. The
undersigned shall pay any other installment due hereunder or due in accordance
with the terms of the Mortgage or Deed of Trust securing this Note, within
thirty (30) calendar days of the date such installment is due.
IN WITNESS WHEREOF, Borrower has executed this Note or has caused the same
to be executed by its representatives thereunto duly authorized.
CENTURY PROPERTIES FUND XIX, a
California limited partnership d/b/a Century
Properties Fund XIX, Ltd. in Florida
WITNESSES:
By: Fox Partners II, a California general
partnership, its general partner
__________________________
Name: ____________________
By: Fox Capital Management
Corporation, a California
corporation, its general partner
By: /s/ William H. Jarrard, Jr.
Name: William H. Jarrard, Jr.
Title: President
PAY TO THE ORDER OF FEDERAL HOME LOAN
MORTGAGE CORPORATION WITHOUT RECOURSE.
This _____ day of November, 1996.
LEHMAN BROTHERS HOLDINGS INC. d/b/a
Lehman Capital, A Division of Lehman Brothers
Holdings Inc., a Delaware corporation
By: /s/ Paul A. Hughson
Name: Paul A. Hughson
Title: Authorized Signatory
