FORM 10-QSB--QUARTERLY OR TRANSITIONAL 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 March 31, 1998
[ ] 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)
March 31, 1998
Assets
Cash and cash equivalents $ 5,192
Receivables and deposits 849
Restricted escrows 451
Other assets 820
Investment properties:
Land $ 11,635
Buildings and related personal property 84,339
95,974
Less accumulated depreciation (40,741) 55,233
$62,545
Liabilities and Partners' (Deficit) Capital
Liabilities
Accounts payable $ 139
Tenant security deposits payable 288
Accrued property taxes 457
Other liabilities 528
Mortgage notes payable (Note C) 61,156
Partners' (Deficit) Capital
General partner's $ (9,092)
Limited partners' (89,292 units issued and
outstanding) 9,069 (23)
$62,545
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
March 31,
1998 1997
Revenues:
Rental income $ 3,796 $ 3,676
Other income 209 204
Total revenues 4,005 3,880
Expenses:
Operating 1,439 1,423
General and administrative 81 84
Depreciation 725 706
Interest 1,247 1,262
Property taxes 322 281
Total expenses 3,814 3,756
Net income $ 191 $ 124
Net income allocated to general partner $ 4 $ 15
Net income allocated to limited partners 187 109
$ 191 $ 124
Net income per limited partnership unit $ 2.10 $ 1.23
See Accompanying Notes to Consolidated Financial Statements
c)
CENTURY PROPERTIES FUND XIX
CONSOLIDATED STATEMENT OF PARTNERS' CAPITAL (DEFICIT)
(Unaudited)
(in thousands, except unit data)
<TABLE>
<CAPTION>
Limited
Partnership General Limited
Units Partner Partners Total
<S> <C> <C> <C> <C>
Original capital contributions 89,292 $ -- $ 89,292 $ 89,292
Partners' (deficit) capital
at December 31, 1997 89,292 $(9,096) $ 8,882 $ (214)
Net income for the three months
ended March 31, 1998 -- 4 187 191
Partners' (deficit) capital
at March 31, 1998 89,292 $(9,092) $ 9,069 $ (23)
<FN>
See Accompanying Notes to Consolidated Financial Statements
</FN>
</TABLE>
d)
CENTURY PROPERTIES FUND XIX
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(in thousands)
<TABLE>
<CAPTION>
Three Months Ended
March 31,
1998 1997
<S> <C> <C>
Cash flows from operating activities:
Net income $ 191 $ 124
Adjustments to reconcile net income to cash
provided by operating activities:
Depreciation 725 706
Amortization 32 33
Change in accounts:
Receivables and deposits (4) 84
Other assets 41 (1)
Accounts payable (34) (108)
Tenant security deposits payable 10 (3)
Accrued property taxes 36 26
Other liabilities (498) 44
Net cash provided by operating activities 499 905
Cash flows from investing activities:
Property improvements and replacements (133) (192)
Net deposits to restricted escrows (45) (126)
Net cash used in investing activities (178) (318)
Cash flows from financing activities:
Payment on mortgage notes payable (165) (186)
Proceeds from mortgage notes payable 270 --
Loan costs paid (21) (15)
Net cash provided by (used in) financing
activities 84 (201)
Net increase in cash and cash equivalents 405 386
Cash and cash equivalents at beginning of period 4,787 3,419
Cash and cash equivalents at end of period $ 5,192 $ 3,805
Supplemental information:
Cash paid for interest $ 1,720 $ 1,177
Supplemental information on noncash financing activity:
Conversion of accrued interest to principal $ 154 $ --
<FN>
See Accompanying Notes to Consolidated Financial Statements
</FN>
</TABLE>
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 month period ended March 31,
1998, are not necessarily indicative of the results that may be expected for the
fiscal year ending December 31, 1998. 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, 1997.
Certain reclassifications have been made to the 1997 information to conform to
the 1998 presentation.
NOTE B - TRANSACTIONS WITH AFFILIATED PARTIES
The general partners of Fox Partners II are FCMC, Fox Realty Investors ("FRI"),
and Fox Partners 83. NPI Equity Investments II, Inc., a Florida Corporation
("NPI Equity"), is the managing general partner of FRI.
The Partnership has no employees and is dependent on its general partner, Fox
Partners II, a California general partnership, and the Managing General Partner
and their affiliates for the management and administration of all partnership
activities. The Managing General Partner and NPI Equity are wholly-owned by
Insignia Properties Trust ("IPT"), an affiliate of Insignia Financial Group,
Inc. ("Insignia"). The Partnership Agreement provides for certain payments to
affiliates for services and as reimbursement of certain expenses incurred by
affiliates on behalf of the Partnership.
The following transactions with affiliates of Insignia were incurred in the
three month periods ended March 31, 1998 and 1997 (in thousands):
1998 1997
Property management fees (included in operating
expenses) $198 $184
Reimbursement for services of affiliates, including
approximately $1,000 and $5,000 of construction
oversight reimbursements in 1998 and 1997,
respectively (included in general and
administrative and operating expenses
and investment properties) 46 44
During the three months ended March 31, 1998, the Partnership borrowed $270,000
from an affiliate of the Managing General Partner in conjunction with the
modification of the mortgages encumbering McMillan Place as discussed in Note C.
For the period from January 1, 1997 to August 31, 1997, the Partnership insured
its properties under a master policy through an agency affiliated with the
Managing General Partner with an 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 which received payments on these obligations from the agent. The amount
of the Partnership's insurance premiums that accrued to the benefit of the
affiliate of the Managing General Partner by virtue of the agent's obligations
was 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. In addition, because of these conflicts of interest, including as a
result of the Purchaser's affiliation with various Insignia affiliates, the
manner in which the Purchaser votes its limited partnership interests in the
Partnership may not always be consistent with the best interests of the other
limited partners. As a result of the tender offer, an Insignia affiliate
purchased 4,892 of the outstanding limited partner units of the Partnership.
On March 17, 1998, Insignia entered into an agreement to merge its national
residential property management operations, and its controlling interest in IPT,
with Apartment Investment and Management Company ("AIMCO"), a publicly traded
real estate investment trust. The closing, which is anticipated to happen in
the third quarter of 1998, is subject to customary conditions, including
government approvals and the approval of Insignia's shareholders. If the
closing occurs, AIMCO will then control the Managing General Partner of the
Partnership.
NOTE C - MORTGAGE NOTES PAYABLE
On January 29, 1998, the Managing General Partner successfully negotiated a
modification of the terms of the mortgages encumbering McMillan Place, which had
been in default since January 20, 1997. The total future cash payments of the
modified loans exceed the carrying value of the loans as of the date of
modification. Consequently, interest on the restructured debt is being recorded
at an effective rate of 9.15% for the first mortgage and 4.47% for the second
mortgage which are the rates required to equate the present value of the total
future cash payments under the new terms with the carrying amount of the loans
at the date of modification. Accrued interest and late charges to the
effective date were paid on the first mortgage and approximately $86,000 was
transferred from the second mortgage balance to the first mortgage balance
increasing the first mortgage to approximately $10,219,000. The first mortgage
requires interest only payments through October 31, 2001, at a rate of 9.15% and
for the final year, at a fixed rate of 325 basis points plus the annualized
yield on United States Treasury non-callable bonds having a one year maturity,
as determined at November 1, 2001. In addition, any excess cash as defined in
the modified loan agreement is required to be remitted to the mortgage holder by
January 20 of each year to be applied to outstanding principal and interest.
Additional interest is required to be paid upon maturity of the note equal to
50% of the appreciated fair market value of McMillan Place as defined in the
note agreement. The Partnership was required to pay $270,000 of accrued
interest on the second mortgage. In addition, an affiliate of the Managing
General Partner was required to pay an additional $270,000 on behalf of the
Partnership which was applied to accrued interest on the second mortgage. The
remaining accrued interest on the second mortgage was rolled to principal in the
amount of approximately $154,000. The second mortgage balance of approximately
$2,207,000 consists of a non-interest bearing portion of $800,000 which is due
at the maturity date of October 31, 2002, and an interest bearing portion. The
interest bearing portion has a stated interest rate of 9.15% and an effective
rate of 4.47%. Under the terms of the modified mortgages, the Partnership is no
longer restricted from making distributions to its partners from cash from
operations generated by the Partnership's properties other than McMillan Place.
The Partnership is still prohibited, however, from making distributions from
cash from operations derived from McMillan Place.
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 three months ended March 31, 1998 and 1997:
Average
Occupancy
Property 1998 1997
Sunrunner Apartments
St. Petersburg, Florida 98% 95%
Misty Woods Apartments
Charlotte, North Carolina 86% 91%
McMillan Place Apartments
Dallas, Texas 94% 97%
Vinings Peak Apartments
(formerly Wood Ridge Apartments)
Atlanta, Georgia 92% 92%
Wood Lake Apartments
Atlanta, Georgia 93% 92%
Plantation Crossing
Atlanta, Georgia 92% 89%
Greenspoint Apartments
Phoenix, Arizona 94% 92%
Sandspoint Apartments
Phoenix, Arizona 96% 93%
The Managing General Partner attributes the decrease in occupancy at Misty Woods
to increased competition as a result of newly constructed units, which occupy
the same market niche as the property.
The Partnership realized net income of approximately $191,000 and $124,000 for
the three month periods ended March 31, 1998 and 1997, respectively. The
increase in net income is primarily attributable to an increase in rental income
attributable to an increase in the occupancy at a majority of the Partnership's
properties. Partially offsetting the increase in net income was an increase in
property tax expense. The increase is largely the result of a large increase in
tax billings due to an increase in the assessed value of Greenspoint.
Included in operating expense for the three month period ended March 31, 1998,
are approximately $59,000 in major repairs and maintenance expense versus
approximately $45,000 for the corresponding period in 1997. The 1998 costs were
primarily comprised of landscaping at Plantation Crossing and Greenspoint. The
1997 costs were primarily comprised of landscaping, interior and exterior
improvements and golf carts.
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 March 31, 1998, the Partnership had cash and cash equivalents of
approximately $5,192,000 as compared to approximately $3,805,000 at March 31,
1997. The net increase in cash and cash equivalents for the three month periods
ended March 31, 1998 and 1997, was approximately $405,000 and $386,000,
respectively. Net cash provided by operating activities decreased despite an
increase in net income due primarily to the repayment of accrued interest
included in other liabilities. This repayment was in connection with the
modification of the debt encumbering McMillan Place as discussed below.
Partially offsetting this decrease is a decrease in cash used in accounts
payable due the change in the timing of payments. Net cash used in investing
activities decreased due to decreased net cash deposits to restricted escrows
and decreased spending on property improvements and replacements. Net cash
provided by financing activities increased due to additional borrowing in
connection with the modification of the mortgages encumbering McMillan Place in
January of 1998.
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.
On January 29, 1998, the Managing General Partner successfully negotiated a
modification of the terms of the mortgages encumbering McMillan Place, which had
been in default since January 20, 1997. The total future cash payments of the
modified loans exceed the carrying value of the loans as of the date of
modification. Consequently, interest on the restructured debt is being recorded
at an effective rate of 9.15% for the first mortgage and 4.47% for the second
mortgage which are the rates required to equate the present value of the total
future cash payments under the new terms with the carrying amount of the loans
at the date of modification. Accrued interest and late charges to the
effective date were paid on the first mortgage and approximately $86,000 was
transferred from the second mortgage balance to the first mortgage balance
increasing the first mortgage to approximately $10,219,000. The first mortgage
requires interest only payments through October 31, 2001, at a rate of 9.15% and
for the final year, at a fixed rate of 325 basis points plus the annualized
yield on United States Treasury non-callable bonds having a one year maturity,
as determined at November 1, 2001. In addition, any excess cash as defined in
the modified loan agreement is required to be remitted to the mortgage holder by
January 20 of each year to be applied to outstanding principal and interest.
Additional interest is required to be paid upon maturity of the note equal to
50% of the appreciated fair market value of McMillan Place as defined in the
note agreement. The Partnership was required to pay $270,000 of accrued
interest on the second mortgage. In addition, an affiliate of the Managing
General Partner was required to pay an additional $270,000 on behalf of the
Partnership which was applied to accrued interest on the second mortgage. The
remaining accrued interest on the second mortgage was rolled to principal in the
amount of approximately $154,000. The second mortgage balance of approximately
$2,207,000 consists of a non-interest bearing portion of $800,000 which is due
at the maturity date of October 31, 2002, and an interest bearing portion. The
interest bearing portion has a stated interest rate of 9.15% and an effective
rate of 4.47%. Under the terms of the modified mortgages, the Partnership is no
longer restricted from making distributions to its partners from cash from
operations generated by the Partnership's properties other than McMillan Place.
The Partnership is still prohibited, however, from making distributions from
cash from operations derived from McMillan Place.
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 $61,156,000 is amortized over varying periods with
required balloon payments ranging from October 2002 to January 2006, at which
time the properties will either be refinanced or sold. No cash distributions
were paid in 1997 or during the first three months of 1998. The Managing
General Partner anticipates making distributions in the second and fourth
quarters of 1998.
Year 2000
The Partnership is dependent upon the Managing General Partner and Insignia for
management and administrative services. Insignia has completed an assessment
and will have to modify or replace portions of its software so that its computer
systems will function properly with respect to dates in the year 2000 and
thereafter (the "Year 2000 Issue"). The project is estimated to be completed
not later than December 31, 1998, which is prior to any anticipated impact on
its operating systems. The Managing General Partner believes that with
modifications to existing software and conversions to new software, the Year
2000 Issue will not pose significant operational problems for its computer
systems. However, if such modifications and conversions are not made, or are not
completed timely, the Year 2000 Issue could have a material impact on the
operations of the Partnership.
Other
Certain items discussed in this quarterly report may constitute forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of
1995 (the "Reform Act") and as such may involve known and unknown risks,
uncertainties and other factors which may cause the actual results, performance
or achievements of the Partnership to be materially different from any future
results, performance or achievements expressed or implied by such forward-
looking statements. Such forward-looking statements speak only as of the date
of this quarterly report. The Partnership expressly disclaims any obligation or
undertaking to release publicly any updates or revisions to any forward-looking
statements contained herein to reflect any change in the Partnership's
expectations with regard thereto or any change in events, conditions or
circumstances on which any such statement is based.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
The three lawsuits previously described in the Partnership's 1997 Annual Report
on Form 10-KSB relating to the August, 1997, tender offers made by an Insignia
affiliate (the Kline, City Partnerships, and Heller complaints) each have been
voluntarily discontinued by their respective plaintiffs, with no material affect
on the financial condition or operations of the Partnership.
In March 1998, several putative unit holders of limited partnership units of the
Partnership commenced an action entitled ROSALIE NUANES, ET AL. V. INSIGNIA
FINANCIAL GROUP, INC., ET AL. in the Superior Court of the State of California
for the County of San Mateo. The plaintiffs named as defendants, among others,
the Partnership, the Managing General Partner and several of their affiliated
partnerships and corporate entities. The complaint purports to assert claims on
behalf of a class of limited partners and derivatively on behalf of a number of
limited partnerships (including the Partnership) which are named as nominal
defendants, challenging the acquisition by Insignia and its affiliates of
interests in certain general partner entities, past tender offers by Insignia
affiliates to acquire limited partnership units, the management of partnerships
by Insignia affiliates as well as a recently announced agreement between
Insignia and Apartment Investment and Management Company. The complaint seeks
monetary damages and equitable relief, including judicial dissolution of the
Partnership. The Managing General Partner was only recently served with the
complaint which it believes to be without merit, and intends to vigorously
defend the action.
The Partnership is unaware of any other pending or outstanding litigation that
is not of a routine nature. The Managing General Partner 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 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 March 31, 1998
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,
Its Managing General Partner
By: /s/William H. Jarrard, Jr.
William H. Jarrard, Jr.
President and Director
By: /s/Ronald Uretta
Ronald Uretta
Vice President and
Treasurer
Date: May 14, 1998
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from
Century Properties Fund XIX 1998 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-31-1998
<PERIOD-END> MAR-31-1998
<CASH> 5,192
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0<F1>
<PP&E> 95,974
<DEPRECIATION> 40,741
<TOTAL-ASSETS> 62,545
<CURRENT-LIABILITIES> 0<F1>
<BONDS> 61,156
0
0
<COMMON> 0
<OTHER-SE> (23)
<TOTAL-LIABILITY-AND-EQUITY> 62,545
<SALES> 0
<TOTAL-REVENUES> 4,005
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 2,567
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,247
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 191
<EPS-PRIMARY> 2.10<F2>
<EPS-DILUTED> 0
<FN>
<F1>Registrant has an unclassified balance sheet.
<F2>Multiplier is 1.
</FN>
</TABLE>
