FORM 10-KSB--ANNUAL OR TRANSITIONAL REPORT UNDER
SECTION 13 OR 15(D)
FORM 10-KSB
[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, 1998
[ ] 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
(Name of small business issuer in its charter)
California 94-2887133
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
55 Beattie Place, P.O. Box 1089
Greenville, South Carolina 29602
(Address of principal executive offices) (Zip Code)
Issuer's telephone number (864) 239-1000
Securities registered under Section 12(b) of the Exchange Act:
None
Securities registered under Section 12(g) of the Exchange Act:
Units of Limited Partnership Interest
(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 X No
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 10-KSB. X
State issuer's revenues for its most recent fiscal year. $16,350,000
State the aggregate market value of the voting partnership interest held by non-
affiliates computed by reference to the price at which the partnership interests
were sold, or the average bid and asked prices of such partnership interest, as
of December 31, 1998. No market exists for the limited partnership interests of
the Registrant, and, therefore, no aggregate market value can be determined.
DOCUMENTS INCORPORATED BY REFERENCE
NONE
PART I
ITEM 1. DESCRIPTION OF BUSINESS
Century Properties Fund XIX (the "Partnership" or "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 Partnership. The
general partners of Fox Partners II are Fox Capital Management Corporation
("FCMC" or the "Managing General Partner"), a California corporation, Fox Realty
Investors ("FRI"), a California general partnership, and Fox Partners 83, a
California general partnership. The Partnership agreement provides that the
Partnership is to terminate on December 31, 2007, unless terminated prior to
such date.
The Partnership'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 Partnership 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 Registrant is engaged in the business of operating, holding for investment,
and ultimately selling income providing multi-family residential properties.
The Partnership is a "closed" limited partnership real estate syndicate formed
to acquire multi-family residential properties.
Beginning in September 1983 through October 1984, the Partnership 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. Since its initial offering the Registrant has
not received, nor have limited partners been required to make additional capital
contributions. The Partnership's original property portfolio was geographically
diversified with properties acquired in seven states. The Partnership's
acquisition activities were completed in June 1985 and since then the principal
activity of the Partnership 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. Description of Properties" for a
description of the Partnership's remaining eight properties.
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
provided by the Managing General partner and by agents retained by the Managing
General Partner. An affiliate of the Managing General Partner has been providing
such property management services, for the years ended December 31, 1998 and
1997.
The real estate business in which the Partnership is engaged is highly
competitive. There are other residential properties within the market area of
the registrant's property. The number and quality of competitive properties,
including those which may be managed by an affiliate of the Managing General
Partner in such market area, could have a material effect on the rental market
for the apartments at the Registrant's properties and the rents that may be
charged for such apartments. While the Managing General Partner and its
affiliates are a significant factor in the United States in the apartment
industry, competition for the apartments is local. In addition, various limited
partnerships have been formed by the Managing General Partner and/or affiliates
to engage in business which may be competitive with the Registrant.
Both the income and expenses of operating the remaining properties owned by the
Partnership are subject to factors outside of the Partnership's control, such as
an oversupply of similar properties resulting from overbuilding, increases in
unemployment or population shifts, reduced availability of permanent mortgage
financing, changes in zoning laws, or changes in patterns or needs of users. In
addition, there are risks inherent in owning and operating residential
properties because such properties are susceptible to the impact of economic and
other conditions outside of the control of the Partnership.
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 Partnership is unable to predict the extent, if any, to which
such new legislation or regulations might occur and the degree to which such
existing or new legislation or regulations might adversely affect the properties
owned by the Partnership.
The Partnership 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 Partnership received
notice that it is a potentially responsible party with respect to an
environmental clean up site.
Transfer of Control
Pursuant to a series of transactions which closed during 1996, affiliates of
Insignia Financial Group, Inc. ("Insignia") acquired all of the issued and
outstanding shares of stock of FCMC and NPI Equity Investment II, Inc. ("NPI
Equity"), the managing general partner of FRI. Effective December 31, 1996,
Insignia Properties Trust ("IPT"), an affiliate of Insignia acquired the stock
of NPI Equity.
Pursuant to a series of transactions which closed on October 1, 1998 and
February 26, 1999, Insignia and IPT merged into Apartment Investment and
Management Company ("AIMCO"), a publicly traded real estate investment trust,
with AIMCO being the surviving corporation (the "Insignia Merger"). As a
result, AIMCO ultimately acquired a 100% ownership interest in IPT, the entity
which controls the Managing General Partner. The Managing General Partner does
not believe that this transaction will have a material effect on the affairs and
operations of the Partnership.
Tender Offers
On January 19, 1996, Insignia Properties, L.P. ("IPLP") purchased from DeForest
Ventures I L.P. all of its interest in the Partnership. Pursuant to a Schedule
13-D filed by IPLP with the Securities and Exchange Commission, IPLP acquired
24,811.66 limited partnership units or approximately 28% of the total limited
partnership units of the Partnership.
On August 28, 1997, IPLP Acquisition I, LLC, (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. As a result of the tender offer, the affiliate of the
Managing General Partner purchased 4,892 of the outstanding limited partner
units of the Partnership.
At December 31, 1998, such AIMCO affiliates owned a total of 30,093.66 units,
which is approximately 33.7% of the total outstanding units, (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:
Date of
Property Purchase Type of Ownership Use
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
Vinings Peak 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 (1) 06/85 Fee ownership subject to Apartment-
Charlotte, North Carolina first mortgage 228 units
(1) Property is held by a limited liability corporation which the Partnership
owns 100%.
SCHEDULE OF PROPERTIES:
Set forth below for each of the Registrant's properties is the gross carrying
value, accumulated depreciation, depreciable life, method of depreciation and
Federal tax basis.
Gross
Carrying Accumulated Federal
Property Value Depreciation Rate Method Tax Basis
(in thousands) (in thousands)
Wood Lake $13,019 $ 6,137 5-30 yrs S/L $ 3,106
Greenspoint 13,991 5,844 5-30 yrs S/L 2,673
Sandspoint 16,276 6,994 5-30 yrs S/L 3,080
Vinings Peak 14,968 6,808 5-30 yrs S/L 3,706
Plantation Crossing 9,256 4,183 5-30 yrs S/L 2,376
Sunrunner 7,436 3,622 5-30 yrs S/L 1,952
McMillan Place 14,164 5,822 5-30 yrs S/L 5,173
Misty Woods 7,799 3,559 5-30 yrs S/L 2,158
$96,909 $42,969 $24,224
See "Note A" of the consolidated financial statements included in "Item 7.
Financial Statements" for a description of the Partnership's depreciation
policy.
SCHEDULE OF PROPERTY INDEBTEDNESS:
The following table sets forth certain information relating to the loans
encumbering the Registrant's properties.
Principal Principal
Balance At Stated Balance
December 31, Interest Period Maturity Due At
Property 1998 Rate Amortized Date Maturity (3)
(in thousands) (in thousands)
Wood Lake $ 7,405 7.50% 25 yrs 01/01/03 $ 6,792
Greenspoint Apartments 8,735 8.33% 30 yrs 05/15/05 7,988
Sandspoint Apartments 9,704 8.33% 30 yrs 05/15/05 8,874
Vinings Peak 8,600 7.50% 25 yrs 01/01/03 7,888
Plantation Crossing 5,017 7.50% 25 yrs 01/01/03 4,602
Sunrunner 3,250 7.33% (1) 11/01/03 3,250
McMillan Place (2)
1st Mortgage 10,219 9.15% (1) 10/31/02 10,219
2nd Mortgage 2,187 9.15% (1) 10/31/02 2,101
Misty Woods Apartments 5,303 7.88% 30 yrs. 01/01/06 4,777
$60,420 $56,491
(1) Interest only.
(2) See discussion of McMillan Place debt modification in "Item 6. Management's
Discussion and Analysis or Plan of Operations."
(3) See "Item 7. Financial Statements _ Note C" for information with respect to
the Registrant's ability to prepay these loans and other specific details
about the loans.
RENTAL RATES AND OCCUPANCY:
Average annual rate and occupancy for 1998 and 1997 for each property:
Average Annual Average
Rental Rates Occupancy
Property 1998 1997 1998 1997
Wood Lake $9,384/unit $ 9,189/unit 95% 93%
Greenspoint 7,986/unit 7,838/unit 91% 91%
Sandspoint (1) 6,927/unit 6,751/unit 94% 89%
Vinings Peak 8,747/unit 8,541/unit 95% 92%
Plantation Crossing 8,321/unit 8,157/unit 93% 90%
Sunrunner 6,557/unit 6,291/unit 95% 95%
McMillan Place 6,250/unit 5,955/unit 96% 95%
Misty Woods 6,885/unit 6,641/unit 92% 91%
(1) The managing General Partner attributes the increase in occupancy at
Sandspoint to improved marketing efforts at the property
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 residential apartment complexes in the area. The
Managing General Partner believes that all of the properties are adequately
insured. Each property is an apartment complex which leases units for lease
terms of one year or less. No residential tenant leases 10% or more of the
available rental space. All of the properties are in good condition subject to
normal depreciation and deterioration as is typical for assets of this type and
age.
REAL ESTATE TAXES AND RATES:
Real estate taxes and rates in 1998 for each property were:
1998 1998
Billing Rate
(in thousands)
Wood Lake $119 3.17%
Greenspoint 146 1.12%
Sandspoint 149 1.38%
Vinings Peak 156 3.17%
Plantation Crossing 62 2.77%
Sunrunner 121 2.42%
McMillan Place 302 2.54%
Misty Woods 88 1.26%
CAPITAL EXPENDITURES:
Sunrunner Apartments
During the year ended December 31, 1998, the Partnership completed approximately
$88,000 of capital improvements consisting primarily of appliances, carpet and
vinyl replacement and land improvements. These improvements were funded from
operating cash flow. Based on a report received from an independent third party
consultant analyzing necessary exterior improvements and estimates made by the
Managing General Partner on interior improvements, it is estimated that the
property requires approximately $150,000 of capital improvements over the near
term. Capital improvements planned for 1999 consist of, but are not limited to,
carpet and vinyl replacements, landscaping, swimming pool repairs, roof
replacements, appliances and building improvements. These improvements are
expected to cost approximately $198,000.
Misty Woods Apartments
During the year ended December 31, 1998, the Partnership completed approximately
$147,000 of capital improvements consisting primarily of carpet and vinyl
replacement and building improvements. These improvements were funded from
replacement reserves and operating cash flow. Based on a report received from
an independent third party consultant analyzing necessary exterior improvements
and estimates made by the Managing General Partner on interior improvements, it
is estimated that the property requires approximately $356,000 of capital
improvements over the near term. Capital improvements planned for 1999 consist
of, but are not limited to, carpet and vinyl replacement, countertop
replacement, landscaping, exterior painting, parking lot repairs, swimming pool
repairs and roof replacements. These improvements are expected to cost
approximately $372,000.
McMillian Place Apartments
During the year ended December 31, 1998, the Partnership completed approximately
$323,000 of capital improvements consisting primarily of swimming pool repairs,
carpet replacement and building improvements. These improvements were funded
from replacement reserves and operating cash flow. Based on a report received
from an independent third party consultant analyzing necessary exterior
improvements and estimates made by the Managing General Partner on interior
improvements, it is estimated that the property requires approximately $232,000
of capital improvements over the near term. Capital improvements planned for
1999 consist of, but are not limited to, carpet and vinyl replacement, fencing,
grounds lighting, landscaping, exterior painting, parking lot improvements and
swimming pool repairs. These improvements are expected to cost approximately
$284,000.
Vinings Peak Apartments
During the year ended December 31, 1998, the Partnership completed approximately
$87,000 of capital improvements consisting primarily of HVAC replacements,
carpet and vinyl replacement and appliances. These improvements were funded from
operating cash flow. Based on a report received from an independent third party
consultant analyzing necessary exterior improvements and estimates made by the
Managing General Partner on interior improvements, it is estimated that the
property requires approximately $62,000 of capital improvements over the near
term. Capital improvements planned for 1999 consist of, but are not limited to,
carpet and vinyl replacements, parking lot improvements, roof replacements,
appliances and building improvements. These improvements are expected to cost
approximately $124,000.
Plantation Crossing Apartments
During the year ended December 31, 1998, the Partnership completed approximately
$122,000 of capital improvements consisting primarily of carpet and vinyl
replacement, appliances and roof replacements. These improvements were funded
from operating cash flow. Based on a report received from an independent third
party consultant analyzing necessary exterior improvements and estimates made by
the Managing General Partner on interior improvements, it is estimated that the
property requires approximately $452,000 of capital improvements over the near
term. Capital improvements planned for 1999 consist of, but are not limited to,
interior and exterior building improvements. These improvements are expected to
cost approximately $431,000.
Wood Lake Apartments
During the year ended December 31, 1998, the Partnership completed approximately
$81,000 of capital improvements consisting primarily of clubhouse renovations,
carpet and vinyl replacement and HVAC repairs. These improvements were funded
from operating cash flow. Based on a report received from an independent third
party consultant analyzing necessary exterior improvements and estimates made by
the Managing General Partner on interior improvements, it is estimated that the
property requires approximately $64,000 of capital improvements over the near
term. Capital improvements planned for 1999 consist of, but are not limited to,
carpet and vinyl replacement, parking lot improvements and roof replacement.
These improvements are expected to cost approximately $108,000.
Greenspoint Apartments
During the year ended December 31, 1998, the Partnership completed approximately
$93,000 of capital improvements consisting primarily of carpet and vinyl
replacement, model furniture, and lighting improvements. These improvements were
funded from operating cash flow. Based on a report received from an independent
third party consultant analyzing necessary exterior improvements and estimates
made by the Managing General Partner on interior improvements, it is estimated
that the property requires approximately $220,000 of capital improvements over
the near term. Capital improvements planned for 1999 consist of, but are not
limited to, carpet and vinyl replacement, plumbing improvements, structural
improvements, parking lot repairs, swimming pool repairs and roof replacements.
These improvements are expected to cost approximately $273,000.
Sands Point Apartments
During the year ended December 31, 1998, the Partnership completed approximately
$127,000 of capital improvements consisting primarily of carpet and vinyl
replacement and perimeter fencing. These improvements were funded from operating
cash flow. Based on a report received from an independent third party
consultant analyzing necessary exterior improvements and estimates made by the
Managing General Partner on interior improvements, it is estimated that the
property requires approximately $197,000 of capital improvements over the near
term. Capital improvements planned for 1999 consist of, but are not limited to,
carpet and vinyl replacement, HVAC replacements, electrical improvements,
fencing, landscaping, exterior painting, parking lot improvements, roof
replacements, structural improvements and swimming pool repairs. These
improvements are expected to cost approximately $310,000.
The capital improvements planned for 1999 at the Partnership's properties will
be made only to the extent of cash available from operations and Partnership
reserves.
ITEM 3. LEGAL PROCEEDINGS
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 entities which were, at
the time, affiliates of Insignia ("Insignia Affiliates") of interests in certain
general partner entities, past tender offers by Insignia Affiliates as well as a
recently announced agreement between Insignia and AIMCO. The complaint seeks
monetary damages and equitable relief, including judicial dissolution of the
Partnership. On June 25, 1998, the Managing General Partner filed a motion
seeking dismissal of the action. In lieu of responding to the motion, the
plaintiffs have filed an amended complaint. The Managing General Partner has
filed demurrers to the amended complaint which were heard during February, 1999.
No ruling on such demurrers has been received. The Managing General Partner
does not anticipate that costs associated with this case, if any, to be material
to the Partnership's overall operations.
On July 30, 1998, certain entities claiming to own limited partnership interests
in certain limited partnerships whose general partners were, at the time,
affiliates of Insignia filed a complaint entitled Everest Properties, LLC, et.
al. v. Insignia Financial Group, Inc., et. al. in the Superior Court of the
State of California, County of Los Angeles. The action involves 44 real estate
limited partnerships (including the Partnership) in which the plaintiffs
allegedly own interests and which Insignia Affiliates allegedly manage or
control (the "Subject Partnerships"). This case was settled on March 3, 1999.
The Partnership is responsible for a portion of the settlement costs. The
expense will not have a material effect on the Partnership's overall
operations.
The Partnership is unaware of any other pending or outstanding litigation that
is not of a routine nature arising in the ordinary course of business.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
During the quarter ended December 31, 1998, 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, offered and sold 89,292
limited partnership units aggregating $89,292,000. The Partnership currently
has 89,292 units outstanding held by 5,837 limited partners of record.
Affiliates of the Managing General Partner owned 30,093.66 units or 33.703% at
December 31, 1998. No public trading market has developed for the units, and it
is not anticipated that such a market will develop in the future.
The Partnership was prohibited from making any distributions from operations
until the mortgages encumbering McMillan Place Apartments were satisfied.
However, under the terms of the debt restructuring obtained on McMillan Place
Apartments on January 29, 1998, the Partnership is now permitted to make
distributions from the operations of the Partnership's other properties. In
June 1998, the Registrant distributed approximately $1,824,000 ($20.01 per
limited partnership unit) from the proceeds from Parkside Village Apartments
which were sold in 1993.
No cash distributions were paid during the year ended December 31, 1997. During
the first quarter of fiscal 1999, the Partnership made distributions of
approximately $2,050,000 ($22.49 per limited partnership unit) from cash flow
from operations and approximately $1,522,000 ($16.70 per limited partnership
unit) from sale proceeds of Parkside Village Apartments which were sold in May
1993. The Registrant's distribution policy is reviewed on a quarterly basis.
There can be no assurance, however, that the Registrant will generate sufficient
funds from operations after required capital expenditures to permit further
distributions to its partners in 1999 or subsequent periods.
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
The matters discussed in this Form 10-KSB contain certain forward-looking
statements and involve risks and uncertainties (including changing market
conditions, competitive and regulatory matters, etc.) detailed in the disclosure
contained in this Form 10-KSB and the other filings with the Securities and
Exchange Commission made by the Registrant from time to time. The discussion of
the Registrant's business and results of operations, including forward-looking
statements pertaining to such matters, does not take into account the effects of
any changes to the Registrant's business and results of operation. Accordingly,
actual results could differ materially from those projected in the forward-
looking statements as a result of a number of factors, including those
identified herein.
This item should be read in conjunction with the consolidated financial
statements and other items contained elsewhere in this report.
Results of Operations
The Registrant realized net income for the years ended December 31, 1998 and
1997, of approximately $841,000 and $85,000, respectively. The increase in net
income is attributable to an increase in average occupancy at all but two of the
Partnership's properties and an increase in average rental rates at all of the
Partnership's properties. Partially offsetting this increase in rental income
was a slight decrease in other income due to lower interest earned as a result
of lower cash balances in 1998 than in 1997. Total expenses increased primarily
due to increases in operating expense, depreciation and property taxes which
were only partially offset by decreases in general and administrative expense
and interest expense. The increase in operating expense was due to an increase
in the percentage of gross receipts collected for property management fees at
McMillan Place as well as fees paid in connection with the debt modification.
The increase in depreciation expense is due to a full year of expense associated
with the 1997 property improvements and replacements. Property taxes increased
due to increased rates charged by the areas in which the Partnership's
properties are located. The decline in interest expense resulted from the
restructuring of the debt encumbering McMillan Place in 1998 (see discussion
below). The decline in general and administrative expense is due to decreases
in administrative, audit, legal, and tax expenditures.
Included in general and administrative expenses at both December 31, 1998 and
1997 are reimbursements to the Managing General Partner allowed under the
Partnership Agreement associated with its management of the Partnership. In
addition costs associated with the quarterly and annual communications with
investors and regulatory agencies and the annual audit required by the
Partnership Agreement are also included.
As part of the ongoing business plan of the Registrant, the Managing General
Partner monitors the rental market environment of each of its investment
properties to assess the feasibility of increasing rents, maintaining or
increasing occupancy levels and protecting the Registrant from increases in
expense. As part of this plan, the Managing General Partner attempts to protect
the Registrant 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, 1998, the Registrant had cash and cash equivalents of
approximately $5,138,000 as compared to approximately $4,787,000 at December 31,
1997. The increase in cash and cash equivalents is due to approximately
$3,455,000 of cash provided by operating activities, which was partially offset
by approximately $914,000 of cash used in investing activities and approximately
$2,190,000 of cash used in financing activities. Net cash used in investing
activities consisted of capital improvements and was partially offset by net
withdrawals from restricted escrows. Net cash used in financing activities
consisted primarily of a distribution to partners and payments of principal made
on the mortgages encumbering the Registrant's properties. This was slightly
offset by the proceeds received on the modification with the McMillan mortgages.
The Partnership invests its working capital reserves in money market accounts.
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 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, a former affiliate of the
Managing General Partner advanced the Partnership an additional $270,000, which
was applied to accrued interest on the second mortgage. This advance which is
due upon sale and/or refinancing of the property. The remaining accrued
interest on the second mortgage was added to principal in the amount of
approximately $154,000. The second mortgage balance of approximately $2,187,000
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 of
$1,387,000. 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 Registrant and to comply with Federal,
state, and local legal and regulatory requirements. The Registrant has budgeted
approximately $558,000 in capital improvements for all of the Registrant's
properties in 1999. Budgeted capital improvements include carpet and vinyl
replacements, swimming pool repairs, roof replacements, exterior painting,
parking lot improvements, fencing, landscaping, appliances, building
improvements, structural improvements and plumbing improvements. The capital
expenditures will be incurred only if cash is available from operations or from
Partnership reserves. To the extent that such budgeted capital improvements are
completed, the Registrant's distributable cash flow, if any, may be adversely
affected at least in the short term.
The Registrant's current assets are thought to be sufficient for any near-term
needs (exclusive of capital improvements) of the Registrant. The mortgage
indebtedness of approximately $60,420,000 is amortized over varying periods with
required balloon payments ranging from January 2003 to January 2006. The
Managing General Partner will attempt to refinance such indebtedness and/or sell
the properties prior to such maturity date. If any property cannot be
refinanced or sold for a sufficient amount, the Registrant will risk losing such
property through foreclosure.
The Registrant was prohibited from making distributions from the operations of
the Registrant until the mortgages encumbering McMillan Place are satisfied.
However, under the terms of the debt restructuring obtained on McMillan Place on
January 29, 1998, the Registrant is now permitted to make distributions from the
operations of the Registrant's other investment properties. In June 1998, the
Partnership distributed approximately $1,824,000 from sale proceeds for Parkside
Village Apartments, which were sold in May 1993. No cash distributions were
paid in 1997. During the first quarter of fiscal 1999, the Partnership made
distributions of approximately $2,050,000 from cash flow from operations and
approximately $1,522,000 from sale proceeds. The Registrant's distribution
policy is reviewed on a quarterly basis. There can be no assurance, however,
that the Registrant will generate sufficient funds from operations to permit
further distributions to its partners in 1999 or subsequent periods.
Year 2000 Compliance
General Description of the Year 2000 Issue and the Nature and Effects of the
Year 2000 on Information Technology (IT) and Non-IT Systems
The Year 2000 issue is the result of computer programs being written using two
digits rather than four digits to define the applicable year. The Partnership
is dependent upon the Managing General Partner and its affiliates for management
and administrative services ("Managing Agent"). Any of the computer programs or
hardware that have date-sensitive software or embedded chips may recognize a
date using "00" as the year 1900 rather than the year 2000. This could result
in a system failure or miscalculations causing disruptions of operations,
including, among other things, a temporary inability to process transactions,
send invoices, or engage in similar normal business activities.
Over the past two years, the Managing Agent has determined that it will be
required to modify or replace significant portions of its software and certain
hardware so that those systems will properly utilize dates beyond December 31,
1999. The Managing Agent presently believes that with modifications or
replacements of existing software and certain hardware, the Year 2000 issue can
be mitigated. However, if such modifications and replacements are not made or
not completed in time, the Year 2000 issue could have a material impact on the
operations of the Partnership.
The Managing Agent's plan to resolve Year 2000 issues involves four Phases:
assessment, remediation, testing, and implementation. To date, the Managing
Agent has fully completed its assessment of all the information systems that
could be significantly affected by the Year 2000, and has begun the remediation,
testing and implementation phases on both hardware and software systems.
Assessments are continuing in regards to embedded systems. The status of each
is detailed below.
Status of Progress in Becoming Year 2000 Compliant, Including Timetable for
Completion of Each Remaining Phase
Computer Hardware:
During 1997 and 1998, the Managing Agent identified all of the computer systems
at risk and formulated a plan to repair or replace each of the affected systems.
In August 1998, the mainframe system used by the Managing Agent became fully
functional. In addition to the mainframe, PC-based network servers and routers
and desktop PCs were analyzed for compliance. The Managing Agent has begun to
replace each of the non-compliant network connections and desktop PCs and, as of
December 31, 1998, had completed approximately 75% of this effort.
The total cost to the Managing Agent to replace the PC-based network servers,
routers and desktop PCs is expected to be approximately $1.5 million of which
$1.3 million has been incurred to date. The remaining network connections and
desktop PCs are expected to be upgraded to Year 2000 compliant systems by March
31, 1999.
Computer software:
The Managing Agent utilizes a combination of off-the-shelf, commercially
available software programs as well as custom-written programs that are designed
to fit specific needs. Both of these types of programs were studied, and
implementation plans written and executed with the intent of repairing or
replacing any non-compliant software programs.
During 1998, the Managing Agent began converting the existing property
management and rent collection systems to its management properties Year 2000
compliant systems. The estimated additional costs to convert such systems at
all properties, is $200,000, and the implementation and the testing process is
expected to be completed by March 31, 1999.
The final software area is the office software and server operating systems.
The Managing Agent has upgraded all non-compliant office software systems on
each PC and has upgraded 80% of the server operating systems. The remaining
server operating systems are planned to be upgraded to be Year 2000 compliant by
March 31, 1999.
Operating Equipment:
The Managing Agent has operating equipment, primarily at the property sites,
which needed to be evaluated for Year 2000 compliance. In September 1997, the
Managing Agent began taking a census and inventory of embedded systems
(including those devices that use time to control systems and machines at
specific properties, for example elevators, heating, ventilating, and air
conditioning systems, security and alarm systems, etc.).
The Managing Agent has chosen to focus its attention mainly upon security
systems, elevators, heating, ventilating and air conditioning systems, telephone
systems and switches, and sprinkler systems. While this area is the most
difficult to fully research adequately, management has not yet found any major
non-compliance issues that put the Managing Agent at risk financially or
operationally. The Managing Agent intends to have a third-party conduct an
audit of these systems and report their findings by March 31, 1999.
Any of the above operating equipment that has been found to be non-compliant to
date has been replaced or repaired. To date, these have consisted only of
security systems and phone systems. As of December 31, 1998 the Managing Agent
has evaluated approximately 86% of the operating equipment for the Year 2000
compliance.
The total cost incurred for all properties managed by the Managing Agent as of
December 31, 1998 to replace or repair the operating equipment was approximately
$400,000. The Managing Agent estimates the cost to replace or repair any
remaining operating equipment is approximately $325,000, which is expected to be
completed by April 30, 1999.
The Managing Agent continues to have "awareness campaigns" throughout the
organization designed to raise awareness and report any possible compliance
issues regarding operating equipment within our enterprise.
Nature and Level of Importance of Third Parties and Their Exposure to the Year
2000
The Managing Agent continues to conduct surveys of its banking and other vendor
relationships to assess risks regarding their Year 2000 readiness. The Managing
Agent has banking relationships with three major financial institutions, all of
which have indicated their compliance efforts will be complete before May 1999.
The Managing Agent has updated data transmission standards with two of the three
financial institutions. The Managing Agent's contingency plan in this regard is
to move accounts from any institution that cannot be certified Year 2000
compliant by June 1, 1999.
The Partnership does not rely heavily on any single vendor for goods and
services, and does not have significant suppliers and subcontractors who share
information systems (external agent). To date the Partnership is not aware of
any external agent with a Year 2000 compliance issue that would materially
impact the Partnership's results of operations, liquidity, or capital resources.
However, the Partnership has no means of ensuring that external agents will be
Year 2000 compliant.
The Managing Agent does not believe that the inability of external agents to
complete their Year 2000 remediation process in a timely manner will have a
material impact on the financial position or results of operations of the
Partnership. However, the effect of non-compliance by external agents is not
readily determinable.
Costs to Address Year 2000
The total cost of the Year 2000 project to the Managing Agent is estimated at
$3.5 million and is being funded from operating cash flows. To date, the
Managing Agent has incurred approximately $2.8 million ($0.6 million expensed
and $2.2 million capitalized for new systems and equipment) related to all
phases of the Year 2000 project. Of the total remaining project costs,
approximately $0.5 million is attributable to the purchase of new software and
operating equipment, which will be capitalized. The remaining $0.2 million
relates to repair of hardware and software and will be expensed as incurred.
The Partnership's portion of these costs are not material.
Risks Associated with the Year 2000
The Managing Agent believes it has an effective program in place to resolve the
Year 2000 issue in a timely manner. As noted above, the Managing Agent has not
yet completed all necessary phases of the Year 2000 program. In the event that
the Managing Agent does not complete any additional phases, certain worst case
scenarios could occur. The worst case scenarios could include elevators,
security and heating, ventilating and air conditioning systems that read
incorrect dates and operate with incorrect schedules (e.g., elevators will
operate on Monday as if it were Sunday). Although such a change would be
annoying to residents, it is not business critical.
In addition, disruptions in the economy generally resulting from Year 2000
issues could also adversely affect the Partnership. The Partnership could be
subject to litigation for, among other things, computer system failures,
equipment shutdowns or failure to properly date business records. The amount of
potential liability and lost revenue cannot be reasonably estimated at this
time.
Contingency Plans Associated with the Year 2000
The Managing Agent has contingency plans for certain critical applications and
is working on such plans for others. These contingency plans involve, among
other actions, manual workarounds and selecting new relationships for such
activities as banking relationships and elevator operating systems.
ITEM 7. FINANCIAL STATEMENTS
CENTURY PROPERTIES FUND XIX
LIST OF FINANCIAL STATEMENTS
Report of Independent Auditors
Consolidated Balance Sheet - December 31, 1998
Consolidated Statements of Operations - Years ended December 31, 1998 and
1997
Consolidated Statements of Changes in Partners' Capital (Deficit) - Years
ended December 31, 1998 and 1997
Consolidated Statements of Cash Flows - Years ended December 31, 1998 and
1997
Notes to Consolidated Financial Statements
Report of Ernst & Young LLP, Independent Auditors
To the Partners
Century Properties Fund XIX
We have audited the accompanying consolidated balance sheet of Century
Properties Fund XIX as of December 31, 1998, and the related consolidated
statements of operations, changes in partners' capital (deficit) and cash flows
for the year then ended. These financial statements are the responsibility of
the Partnership's management. Our responsibility is to express an opinion on
these financial statements based on our audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by the
Partnership's management, as well as evaluating the overall financial statement
presentation. We believe that our audit provides a reasonable basis for our
opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the consolidated financial position of Century Properties
Fund XIX at December 31, 1998, and the consolidated results of its operations
and its cash flows for the year then ended, in conformity with generally
accepted accounting principles.
/s/ ERNST & YOUNG LLP
Greenville, South Carolina
March 3, 1999
Independent Auditors' Report
To the Partners
Century Properties Fund XIX
Greenville, South Carolina
We have audited the accompanying consolidated statements of operations, changes
in partners' deficit and cash flows of Century Property Fund XIX (a limited
partnership)(the "Partnership") and its subsidiary for the year ended December
31, 1997. These consolidated financial statements are the responsibility of the
Partnership's management. Our responsibility is to express an opinion on these
consolidated financial statements based on our audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the consolidated financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the consolidated financial statements.
An audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall consolidated
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the results of operations and cash flows of
Century Properties Fund XIX and its subsidiary for the year ended December 31,
1997, in conformity with generally accepted accounting principles.
/s/ IMOWITZ KOENIG & CO., LLP
Certified Public Accountants
New York, NY
January 30, 1998
CENTURY PROPERTIES FUND XIX
CONSOLIDATED BALANCE SHEET
(in thousands, except unit data)
December 31, 1998
Assets
Cash and cash equivalents $ 5,138
Receivables and deposits 1,115
Restricted escrows 252
Other assets 699
Investment properties (Notes A, C, F):
Land $ 11,635
Buildings and related personal property 85,274
96,909
Less accumulated depreciation (42,969) 53,940
$61,144
Liabilities and Partners' Capital (Deficit)
Liabilities
Accounts payable $ 213
Tenant security deposits payable 312
Accrued property taxes 561
Due to former affiliate 270
Other liabilities 565
Mortgage notes payable (Note C) 60,420
Partners' (Deficit) Capital
General partner's $ (9,034)
Limited partners' (89,292 units issued
and outstanding) 7,837 (1,197)
$61,144
See Accompanying Notes to Consolidated Financial Statements
CENTURY PROPERTIES FUND XIX
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except unit data)
Years Ended December 31,
1998 1997
Revenues:
Rental income $ 15,512 $ 14,661
Other income 838 842
Total revenues 16,350 15,503
Expenses:
Operating 6,110 6,011
General and administrative 306 348
Depreciation 2,953 2,870
Interest 4,966 5,042
Property taxes 1,174 1,147
Total expenses 15,509 15,418
Net income $ 841 $ 85
Net income allocated to general partner $ 99 $ 10
Net income allocated to limited partners 742 75
$ 841 $ 85
Net income per limited partnership unit $ 8.31 $ .84
Distribution per limited partnership unit $ 20.01 $ --
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 Partner's Partners' Total
Original capital contributions 89,292 $ -- $ 89,292 $89,292
Partners' (deficit) capital at
December 31, 1996 89,292 $ (9,106) $ 8,807 $ (299)
Net income for the year ended
December 31, 1997 -- 10 75 85
Partners' (deficit) capital at
December 31, 1997 89,292 (9,096) 8,882 (214)
Distribution paid to partners -- (37) (1,787) (1,824)
Net income for the year ended
ended December 31, 1998 -- 99 742 841
Partners' (deficit) capital at
December 31, 1998 89,292 $ (9,034) $ 7,837 $(1,197)
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,
1998 1997
Cash flows from operating activities:
Net income $ 841 $ 85
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation 2,953 2,870
Amortization of loan costs and discount 118 135
Change in accounts:
Receivables and deposits (270) 10
Other assets 60 (26)
Accounts payable 40 (92)
Tenant security deposits payable 34 (5)
Accrued property taxes 140 54
Other liabilities (461) 224
Net cash provided by operating activities 3,455 3,255
Cash flows from investing activities:
Property improvements and replacements (1,068) (832)
Net withdrawals from (deposits to) restricted escrows 154 (256)
Net cash used in investing activities (914) (1,088)
Cash flows from financing activities:
Payments on mortgage notes payable (615) (768)
Proceeds from long-term borrowings 270 --
Loan costs (21) (31)
Distribution to partners (1,824) --
Net cash used in financing activities (2,190) (799)
Net increase in cash and cash equivalents 351 1,368
Cash and cash equivalents at beginning of year 4,787 3,419
Cash and cash equivalents at end of year $ 5,138 $ 4,787
Supplemental disclosure of cash flow information:
Cash paid for interest $ 5,352 $ 4,686
Supplemental information on non-cash financing activity:
Transfer of accrued interest to principal $ 154 $ --
See Accompanying Notes to Consolidated Financial Statements
CENTURY PROPERTIES FUND XIX
Notes to Consolidated Financial Statements
December 31, 1998
NOTE A - ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES
Organization:
Century Properties Fund XIX (the "Partnership" or "Registrant") is a California
limited partnership organized in August 1982, to operate and ultimately sell
residential apartment complexes. As of December 31, 1998, the Partnership
operated 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" or the "Managing General Partner"), 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. The Partnership Agreement provides
that the Partnership is to terminate on December 31, 2007 unless terminated
prior to such date.
Principles of Consolidation:
The Registrant's financial statements include the accounts of Misty Woods CPF
19, LLC, a wholly owned subsidiary. All significant intercompany transactions
have been eliminated.
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.
Allocation of Income, Loss, and Distribution:
Net income, net loss, and distributions of cash of the Partnership are allocated
between general and limited partners in accordance with the provisions of the
Partnership Agreement.
Fair Value of Financial Instruments:
Statement of Financial Accounting Standards ("SFAS") No. 107, "Disclosures about
Fair Value of Financial Instruments", as amended by SFAS No. 119, "Disclosures
about Derivative Financial Instruments and Fair Value of Financial Instruments",
requires disclosure of fair value information about financial instruments,
whether or not recognized in the balance sheet, for which it is practicable to
estimate fair value. Fair value is defined in the SFAS as the amount at which
the instruments could be exchanged in a current transaction between willing
parties, other than in a forced or liquidation sale. The Partnership believes
that the carrying amount of its financial instruments (except for long term
debt) approximates their fair value due to the short term maturity of these
instruments. The fair value of the Partnership's long term debt, after
discounting the scheduled loan payments to maturity, approximates its carrying
amount.
Cash and Cash Equivalents:
Includes cash on hand and in banks, money market funds and certificates of
deposit with original maturities less than 90 days. At certain times, the
amount of cash deposited at a bank may exceed the limit on insured deposits.
Reserve Account:
As a condition of refinancing the debt of Sunrunner, Misty Woods, and McMillan
Place, the Registrant was required to establish reserve accounts. The reserve
accounts were established to cover necessary repairs and replacements of
existing improvements, debt service, out of pocket expenses incurred for
ordinary and necessary administrative tasks, and payment of real property taxes
and insurance premiums. The Partnership is required to deposit net operating
income (as defined in the mortgage note) from each refinanced property. The
balance at December 31, 1998, is approximately $252,000, which includes
interest.
Tenant Security Deposits:
The Partnership requires security deposits from lessees for the duration of the
lease and such deposits are included in receivables and deposits. Deposits are
refunded when the tenant vacates, provided the tenant has not damaged its space,
and is current on its rental payments.
Investment Properties:
Investment properties consist of eight apartment complexes and are stated at
cost. Acquisition fees are capitalized as a cost of real estate. In accordance
with Financial Accounting Standards Board Statement No. 121, "Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of",
the Partnership records impairment losses on long-lived assets used in
operations when events and circumstances indicate that the assets might be
impaired and the undiscounted cash flows estimated to be generated by those
assets are less than the carrying amounts of those assets. Costs of apartment
properties that have been permanently impaired have been written down to
appraised value. No adjustments for impairment or value were recorded in the
years ended December 31, 1998 or 1997.
Depreciation:
Depreciation is provided by the straight-line method over the estimated lives of
the apartment properties and related personal property. For Federal income tax
purposes, the accelerated cost recovery method is used (1) for real property
over 15 years for additions prior to March 16, 1984, 18 years for additions
after March 15, 1984 and before May 9, 1985, and 19 years for additions after
May 8, 1985, and before January 1, 1987, and (2) for personal property over 5
years for additions prior to January 1, 1987. As a result of the Tax Reform Act
of 1986, for additions after December 31, 1986, the modified accelerated cost
recovery method is used for depreciation of (1) real property over 27 1/2 years
and (2) personal property additions over 7 years.
Leases:
The Registrant generally leases apartment units for twelve-month terms or less.
The Partnership recognizes income as earned on its leases. In addition, the
Managing General Partner's policy is to offer rental concessions during
particularly slow months or in response to heavy competition from other similar
complexes in the area. Concessions are charged against rental income as
incurred.
Advertising Costs:
The Registrant expenses the costs of advertising as incurred. Advertising costs
of approximately $281,000 and $256,000 for the years ended December 31, 1998 and
1997, respectively, were charged to expense as incurred.
Loan Costs:
Loan costs of approximately $1,060,000 are included in other assets in the
accompanying consolidated balance sheet and are being amortized on a straight-
line basis over the life of the loans. At December 31, 1998, accumulated
amortization is approximately $426,000. Amortization of loan costs is included
in interest expense.
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
consolidated financial statements of the Partnership.
Distributions:
Prior to the refinance of McMillan Place (see "Note C"), the Partnership was
prohibited from making any distributions except from sales or refinancing of its
properties, until the mortgages encumbering McMillan Place were satisfied. As a
result, cash distributions had been suspended since 1987. Under the terms of
the restructuring of the mortgages encumbering McMillan Place on January 29,
1998, the Partnership is now permitted to make distributions from the operations
of all properties except McMillan Place. In June 1998, the Registrant
distributed approximately $1,824,000, from the sale proceeds from Parkside
Village Apartments, which were sold in May 1993.
During the first quarter of fiscal 1999, the Partnership made distributions of
approximately $2,050,000 from cash flow from operations and approximately
$1,522,000 from sale proceeds.
Segment Reporting:
In June 1997, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 131, Disclosure about Segments of an
Enterprise and Related Information ("Statement 131"), which is effective for
years beginning after December 15, 1997. Statement 131 established standards
for the way that public business enterprises report information about operating
segments in annual financial statements and requires that those enterprises
report selected information about operating segments in interim financial
reports (See "Note H" for disclosure).
Reclassifications:
Certain reclassifications have been made to the 1997 information to conform to
the 1998 presentation.
NOTE B - TRANSFER OF CONTROL
Pursuant to a series of transactions which closed on October 1, 1998 and
February 26, 1999, Insignia Financial Group, Inc. and Insignia Properties Trust
merged into Apartment Investment and Management Company, a publicly traded real
estate investment trust, with AIMCO being the surviving corporation (the
"Insignia Merger"). As a result, AIMCO ultimately acquired a 100% ownership
interest in Insignia Properties Trust ("IPT"), the entity which controls the
Managing General Partner. The Managing General Partner does not believe that
this transaction will have a material effect on the affairs and operations of
the Partnership.
NOTE C - MORTGAGE NOTES PAYABLE
The principle terms of mortgage notes payable are as follows:
Principal Monthly Principal
Balance At Payment Stated Balance
December 31, Including Interest Maturity Due At
Property 1998 Interest Rate Date Maturity
(in thousands) (in thousands)
Wood Lake $ 7,405 $ 57 7.50% 01/01/03 $ 6,792
Greenspoint Apartments 8,735 68 8.33% 05/15/05 7,988
Sandspoint Apartments 9,704 76 8.33% 05/15/05 8,874
Vinings Peak 8,600 67 7.50% 01/01/03 7,888
Plantation Crossing 5,017 39 7.50% 01/01/03 4,602
Sunrunner 3,250 20 (1) 7.33% 11/01/03 3,250
McMillan Place (2)
1st Mortgage 10,219 78 (1) 9.15% 10/31/02 10,219
2nd Mortgage 2,187 -- 9.15% 10/31/02 2,101
Misty Woods Apartments 5,303 40 7.88% 01/01/06 4,777
Total $60,420 $445 $56,491
(1) Payments are interest only.
(2) See discussion below.
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. 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, which was stipulated as
$12,860,000 at the time of restructuring, as defined in the note agreement. No
contingent interest is due at December 31, 1998, as the fair market value of the
property is less than $12,860,000 at December 31, 1998. The Partnership was
required to pay $270,000 of accrued interest on the second mortgage. In
addition, a former affiliate of the Managing General Partner advanced the
Partnership an additional $270,000, which was applied to accrued interest on the
second mortgage. This advance is due upon sale and/or refinancing of the
property. The remaining accrued interest on the second mortgage was added to
principal in the amount of approximately $154,000. The second mortgage balance
of approximately $2,187,000 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 of $1,387,000. The interest bearing portion has a stated
interest rate of 9.15%. 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 modified 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. 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 mortgage notes payable are nonrecourse and are secured by pledge of the
respective apartment properties and by pledge of revenues from the respective
apartment properties. The notes impose prepayment penalties if repaid prior to
maturity. Further, the properties may not be sold subject to existing
indebtedness.
Scheduled principal payments on the mortgage notes payable subsequent to
December 31, 1998, are as follows (in thousands):
1999 $ 643
2000 695
2001 752
2002 13,218
2003 22,888
Thereafter 22,224
$60,420
NOTE D - INCOME TAXES
The Registrant has received a ruling from the Internal Revenue Service that it
is classified as a partnership for Federal income tax purposes. Accordingly, no
provision for income taxes is made in the financial statements of the
Partnership. Taxable income or loss of the Registrant is reported in the income
tax returns of its partners.
The following is a reconciliation of reported net income and Federal taxable
income (loss) (in thousands, except per unit data):
1998 1997
Net income as reported $ 841 $ 85
Add (deduct):
Depreciation differences (534) (531)
Construction period interest
and taxes -- 3
Miscellaneous 68 (21)
Prepaid Rent 334 (4)
Federal taxable loss $ 709 $ (468)
Federal taxable loss
per limited partnership unit $ 7 $ (5)
The following is a reconciliation between the Registrant's reported amounts and
Federal tax basis of net assets and liabilities (in thousands):
1998
Net liabilities as reported $ (1,197)
Land and buildings (4,860)
Accumulated depreciation (24,856)
Syndication and distribution costs 4,451
Prepaid rent 378
Other 68
Deferred Sales Commission 7,947
Net liabilities - Federal tax basis $(18,069)
NOTE E - TRANSACTIONS WITH AFFILIATED PARTIES
The Registrant 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 certain payments to
affiliates for services and as reimbursement of certain expenses incurred by
affiliates on behalf of the Partnership.
The following payments were made to the Managing General Partner and affiliates
during the years ended December 31, 1998 and 1997:
1998 1997
(in thousands)
Property management fees (included
in operating expenses) $825 $740
Reimbursement for services of affiliates including
approximately $9,000 and $15,000 of construction
service reimbursements in 1998 and 1997, respectively
(included in investment properties and operating and
General and administrative expenses) 163 179
During the years ended December 31, 1998 and 1997, affiliates of the Managing
General Partner were entitled to receive 5% of gross receipts from all of the
Registrant's properties as compensation for providing property management
services. The Registrant paid to such affiliates $825,000 and $740,000 for the
years ended December 31, 1998 and 1997 respectively.
An affiliate of the Managing General Partner received reimbursement of
accountable administrative expenses amounting to approximately $163,000 and
$179,000 for the years ended December 31, 1998 and 1997, respectively.
For the period January 1, 1997, to August 31, 1997, the Registrant insured its
properties under a master policy through an agency affiliated with the 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 who
receives payments on these obligations from the agent. The amount of the
Registrant's insurance premiums accruing to the benefit of the affiliate of the
Managing General Partner by virtue of the agent's obligations is not
significant.
In accordance with the Partnership Agreement, the general partner is allocated a
partnership management incentive 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 the remaining gain.
On August 28, 1997, an affiliate of the Managing General Partner (the
"Purchaser") commenced tender offers for limited partnership interests in six
real estate limited partnerships (including the Partnership) in which various
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. As a result of the
tender offer, such affiliate purchased 4,892 of the outstanding limited partner
units of the Partnership.
As a result of its ownership of 30,093.66 limited partnership units, AIMCO,
through its affiliates, could be in a position to significantly influence all
voting decisions with respect to the Partnership. 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, IPLP 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, IPLP is required to vote 24,811.66 of its
Units: (i) against any proposal to increase the fees and other compensation
payable by the Partnership 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 unit holders. Except for the
foregoing, no other limitations are imposed on IPLP's right to vote its Units.
NOTE F - REAL ESTATE AND ACCUMULATED DEPRECIATION
Initial Cost
To Partnership
(in thousands)
Buildings Net Cost
and Related Capitalized
Personal Subsequent to
Description Encumbrances Land Property Acquisition
(in thousands) (in thousands)
Wood Lake $ 7,405 $ 1,206 $ 10,980 $ 832
Atlanta, Georgia
Greenspoint 8,735 2,165 11,199 627
Phoenix, Arizona
Sandspoint 9,704 2,124 13,158 994
Phoenix, Arizona
Vinings Peak 8,600 1,632 12,321 1,015
Atlanta, Georgia
Plantation Crossing 5,017 1,062 7,576 618
Atlanta, Georgia
Sunrunner 3,250 634 6,485 318
St. Petersburg,
Florida
McMillan Place 12,406 2,399 10,826 939
Dallas, Texas
Misty Woods 5,303 429 6,846 524
Charlotte, North
Carolina
Total $60,420 $ 11,651 $ 79,391 $5,867
<TABLE>
<CAPTION>
Gross Amount at Which Carried
At December 31, 1998
(in thousands)
Buildings Accum- Year Depre-
And Related ulated of Date ciable
Personal Deprec- Construc- Acqu- Life-
Description Land Property Total iation tion ired Years
(in thousands)
<S> <C> <C> <C> <C> <C> <C> <C>
Wood Lake $ 1,206 $11,813 $13,019 $ 6,137 1983 12/83 5-30 yrs.
Atlanta, Georgia
Greenspoint 2,140 11,851 13,991 5,844 1986 2/84 5-30 yrs.
Phoenix, Arizona
Sandspoint 2,147 14,129 16,276 6,994 1986 2/84 5-30 yrs.
Phoenix, Arizona
Vinings Peak 1,632 13,336 14,968 6,808 1982 4/84 5-30 yrs.
Atlanta, Georgia
Plantation Crossing 1,062 8,194 9,256 4,183 1980 6/84 5-30 yrs.
Atlanta, Georgia
Sunrunner 587 6,849 7,436 3,622 1981 7/84 5-30 yrs.
St. Petersburg,
Florida
McMillan Place 2,427 11,737 14,164 5,822 1985 6/85 5-30 yrs.
Dallas, Texas
Misty Woods 434 7,365 7,799 3,559 1986 6/85 5-30 yrs.
Charlotte, North
Carolina
Total $11,635 $85,274 $96,909 $42,969
</TABLE>
Reconciliation of Real Estate and Accumulated Depreciation:
Years Ended December 31,
1998 1997
(in thousands)
Investment Properties
Balance at beginning of year $95,841 $95,009
Property improvements 1,068 832
Balance at end of year $96,909 $95,841
Accumulated Depreciation
Balance at beginning of year $40,016 $37,146
Additions charged to expense 2,953 2,870
Balance at end of year $42,969 $40,016
The aggregate cost of the real estate for Federal income tax purposes at
December 31, 1998 and 1997, is approximately $92,049,000 and $90,981,000,
respectively. The accumulated depreciation taken for Federal income tax purposes
at December 31, 1998 and 1997, is approximately $67,825,000 and $64,337,000,
respectively.
NOTE G - LEGAL PROCEEDINGS
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 entities which were, at
the time, affiliates of Insignia ("Insignia Affiliates") of interests in certain
general partner entities, past tender offers by Insignia Affiliates as well as a
recently announced agreement between Insignia and AIMCO. The complaint seeks
monetary damages and equitable relief, including judicial dissolution of the
Partnership. On June 25, 1998, the Managing General Partner filed a motion
seeking dismissal of the action. In lieu of responding to the motion, the
plaintiffs have filed an amended complaint. The Managing General Partner has
filed demurrers to the amended complaint which were heard during February, 1999.
No ruling on such demurrers has been received. The Managing General Partner
does not anticipate that costs associated with this case, if any, to be material
to the Partnership's overall operations.
On July 30, 1998, certain entities claiming to own limited partnership interests
in certain limited partnerships whose general partners were, at the time,
affiliates of Insignia filed a complaint entitled Everest Properties, LLC, et.
al. v. Insignia Financial Group, Inc., et. al. in the Superior Court of the
State of California, County of Los Angeles. The action involves 44 real estate
limited partnerships (including the Partnership) in which the plaintiffs
allegedly own interests and which Insignia Affiliates allegedly manage or
control (the "Subject Partnerships"). This case was settled on March 3, 1999.
The Partnership is responsible for a portion of the settlement costs. The
expense will not have a material effect on the Partnership's net income.
The Partnership is unaware of any other pending or outstanding litigation that
is not of a routine nature arising in the ordinary course of business.
NOTE H - DISCLOSURES ABOUT SEGMENTS OF AN ENTERPRISE AND RELATED INFORMATION
Description of the types of products and services from which the reportable
segment derives its revenues:
As defined by SFAS No. 131, "Disclosures about Segments of an Enterprise and
Related Information", Century Properties Fund XIX has one reportable segment:
residential properties. The Registrant's residential property segment consists
of eight apartment complexes located in five states of the United States. The
Partnership rents apartment units to people for terms that are typically less
than twelve months.
Measurement of segment profit or loss:
The Partnership evaluates performance based on net income. The accounting
policies of the reportable segment are the same as those described in the
summary of significant accounting policies.
Factors management used to identify the enterprise's reportable segment:
The Partnership's reportable segment consists of investment properties that
offer similar products and services. Although each of the investment properties
is managed separately, they have been aggregated into one segment as they
provide services with similar types of products and customers.
Segment information for the years 1998 and 1997 is shown in the tables below.
The "Other" Column includes partnership administration related items and income
and expense not allocated to the reportable segment.
1998 Residential Other Totals
(in thousands)
Rental income $ 15,512 $ -- $ 15,512
Other income 682 156 838
Interest expense 4,966 -- 4,966
Depreciation 2,953 -- 2,953
General and administrative expense -- 306 306
Segment profit (loss) 991 (150) 841
Total assets 57,178 3,966 61,144
Capital expenditures for investment
Properties 1,068 -- 1,068
1997 Residential Other Totals
(in thousands)
Rental income $ 14,661 $ -- $ 14,661
Other income 690 152 842
Interest expense 5,042 -- 5,042
Depreciation 2,870 -- 2,870
General and Administrative expense -- 348 348
Segment profit (loss) 292 (207) 85
Total assets 58,711 4,027 62,738
Capital expenditures for investment
Properties 832 -- 832
Item 8. Changes in and Disagreements with Accountant on Accounting and
Financial Disclosures
Effective November 10, 1998, the Registrant dismissed its prior Independent
Auditors, Imowitz Koenig & Company LLP ("Imowitz"). Imowitz Independent
Auditor's Report on the Registrant's consolidated financial statements for the
calendar years ended December 31, 1997 and 1996 did not contain an adverse
opinion or a disclaimer of opinion, and was not qualified or modified as to
uncertainty, audit scope or accounting principles. The decision to change
Independent Auditors was approved by the Managing General Partner's directors.
During the calendar years ended 1996 and 1997 and through November 10, 1998,
there were no disagreements between the Registrant and Imowitz on any matter of
accounting principles or practices, financial statement disclosure, or auditing
scope of procedure which disagreements, if not resolved to the satisfaction of
Imowitz, would have caused it to make references to the subject matter of the
disagreements in connection with its reports.
Effective November 24, 1998, the Registrant engaged Ernst & Young LLP as its
Independent Auditors. During the last two calendar years and through November
10, 1998, the Registrant did not consult Ernst & Young LLP regarding any of the
matters or events set forth in Item 304(a)(2)(i) and (ii) of Regulation S-B.
PART III
ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS,
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
Neither Century Properties Fund XIX (the "Partnership" or "Registrant") nor Fox
Partners II ("Fox"), the general partner of the Partnership, has any officers or
directors. Fox Capital Management Corporation ("FCMC" or the "Managing General
Partner"), the managing general partner of Fox, manages and controls
substantially all of the Partnership's affairs and has general responsibility
and ultimate authority in all matters affecting its business.
The names and ages of, as well as the positions and offices held by, the present
executive officers and director of the Managing General Partner are set forth
below. There are no family relationships between or among any officers or
directors.
Name Age Position
Patrick J. Foye 41 Executive Vice President and Director
Timothy R. Garrick 42 Vice President - Accounting and Director
Patrick J. Foye has been Executive Vice President and Director of the Managing
General Partner since October 1, 1998. Mr. Foye has served as Executive Vice
President of AIMCO since May 1998. Prior to joining AIMCO, Mr. Foye was a
partner in the law firm of Skadden, Arps, Slate, Meagher & Flom LLP from 1989 to
1998 and was Managing Partner of the firm's Brussels, Budapest and Moscow
offices from 1992 through 1994. Mr. Foye is also Deputy Chairman of the Long
Island Power Authority and serves as a member of the New York State
Privatization Council. He received a B.A. from Fordham College and a J.D. from
Fordham University Law School.
Timothy R. Garrick has served as Vice President-Accounting of AIMCO and Vice
President-Accounting and Director of the Managing General Partner since October
1, 1998. Prior to that date, Mr. Garrick served as Vice President-Accounting
Services of Insignia Financial Group since June of 1997. From 1992 until June
of 1997, Mr. Garrick served as Vice President of Partnership Accounting and from
1990 to 1992 as an Asset Manager for Insignia Financial Group. From 1984 to
1990, Mr. Garrick served in various capacities with U.S. Shelter Corporation.
From 1979 to 1984, Mr. Garrick worked on the audit staff of Ernst & Whinney.
Mr. Garrick received his B.S. Degree from the University of South Carolina and
is a Certified Public Accountant.
ITEM 10. EXECUTIVE COMPENSATION
Neither the directors nor any of the officers of the Managing General Partner
received any remuneration from the Registrant.
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Except as noted below, no person or entity was known by the Registrant to be the
beneficial owner of more than 5% of the units of Limited Partnership Interest of
the Registrant as of December 31, 1998.
Name and address of Amount and Nature of
Beneficial Owner Beneficial Ownership % of Class
Insignia Properties L.P. 25,201.66 28.224
IPLP Acquisition I, LLC 4,892.00 5.479
Insignia Properties LP and IPLP Acquisition I, LLC are indirectly ultimately
owned by AIMCO. Their business address is: 55 Beattie Place, Greenville, SC
29602.
No director or officer of the Managing General Partner owns any Units.
On August 28, 1997, a wholly-owned subsidiary of Insignia Properties L.P.
("IPLP") (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. As
a result of the tender offer, the wholly-owned subsidiary of IPLP purchased
4,892 of the outstanding limited partner units of the Partnership.
As a result of its ownership of 30,093.66 limited partnership units, AIMCO,
through its affiliates, could be in a position to significantly influence all
voting decisions with respect to the Partnership. 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, IPLP 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, IPLP is required to vote 24,811.66 of its
Units: (i) against any proposal to increase the fees and other compensation
payable by the Partnership 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 unit holders. Except for the
foregoing, no other limitations are imposed on IPLP's right to vote its Units.
On October 1, 1998, Insignia Financial Group, Inc. merged into AIMCO, a real
estate investment trust, whose Class A Common Shares are listed on the New York
Stock Exchange. As a result of such merger, AIMCO and AIMCO Properties, L.P., a
Delaware limited partnership and the operating partnership of AIMCO ("AIMCO OP")
acquired indirect control of the Managing General Partner. AIMCO and its
affiliates currently own 33.703% of the limited partnership interests in the
Partnership. AIMCO is presently considering whether it will engage in an
exchange offer for additional limited partnership interests in the Partnership.
There is a substantial likelihood that, within a short period of time, AIMCO OP
will offer to acquire limited partnership interests in the Partnership for cash
or preferred units or common units of limited partnerships interests in AIMCO
OP. While such an exchange offer is possible, no definite plans exist as to when
or whether to commence such an exchange offer, or as to the terms of any such
exchange offer, and it is possible that none will occur.
A registration statement relating to these securities has been filed with the
Securities and Exchange Commission but has not yet become effective. These
securities may not be sold nor may offers to buy be accepted prior to the time
the registration statement becomes effective. This Form 10-KSB shall not
constitute an offer to sell or the solicitation of an offer to buy nor shall
there be any sale of these securities in any state in which such offer,
solicitation or sale would be unlawful prior to the registration or
qualification under the securities laws of any such state.
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The Registrant 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 certain payments to
affiliates for services and as reimbursement of certain expenses incurred by
affiliates on behalf of the Partnership.
The following payments were made to the Managing General Partner and affiliates
during the years ended December 31, 1998 and 1997:
1998 1997
(in thousands)
Property management fees (included
in operating expenses) $825 $740
Reimbursement for services of affiliates including
Approximately $9,000 and $15,000 of construction
Service reimbursements in 1998 and 1997, respectively
(included in investment properties and operating and
General and administrative expenses) 163 179
During the years ended December 31, 1998 and 1997, affiliates of the Managing
General Partner were entitled to receive 5% of gross receipts from all of the
Registrant's properties as compensation for providing property management
services. The Registrant paid to such affiliates $825,000 and $740,000 for the
years ended December 31, 1998 and 1997 respectively.
An affiliate of the Managing General Partner received reimbursement of
accountable administrative expenses amounting to approximately $163,000 and
$179,000 for the years ended December 31, 1998 and 1997, respectively.
For the period January 1, 1997, to August 31, 1997, the Registrant insured its
properties under a master policy through an agency affiliated with the 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 who
receives payments on these obligations from the agent. The amount of the
Registrant's insurance premiums accruing to the benefit of the affiliate of the
Managing General Partner by virtue of the agent's obligations is not
significant.
In accordance with the Partnership Agreement, the general partner is allocated a
partnership management incentive 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 the remaining gain.
On August 28, 1997, an affiliate of the Managing General Partner (the
"Purchaser") commenced tender offers for limited partnership interests in six
real estate limited partnerships (including the Partnership) in which various
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. As a result of the
tender offer, such affiliate purchased 4,892 of the outstanding limited partner
units of the Partnership.
As a result of its ownership of 30,093.66 limited partnership units, AIMCO,
through its affiliates, could be in a position to significantly influence all
voting decisions with respect to the Partnership. 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, IPLP 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, IPLP is required to vote 24,811.66 of its
Units: (i) against any proposal to increase the fees and other compensation
payable by the Partnership 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 unit holders. Except for the
foregoing, no other limitations are imposed on IPLP's right to vote its Units.
ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits: See Exhibit Index contained herein.
(b) Reports on Form 8-K filed in the fourth quarter of 1998:
Current Report Form 8-K filed October 16, 1998, disclosing change in
control of Registrant from Insignia Financial Group, Inc. to AIMCO.
Current Report on Form 8-K filed November 10, 1998 disclosing the dismissal
of Imowitz Koenig & Co., LLP as the registrant's Independent accountant.
Current Report on Form 8-K filed December 9, 1998 disclosing the engagement
of Ernst & Young LLP as the registrant's Independent accountant.
SIGNATURES
In accordance with Section 13 or 15(d) 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/Patrick J. Foye
Patrick J. Foye
Executive Vice President
By: /s/Timothy R. Garrick
Timothy R. Garrick
Vice President - Accounting
Date: March 30, 1999
In accordance with the Exchange Act, 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
By:/s/Patrick J. Foye Date: March 30, 1999
Patrick J. Foye
Executive Vice President and Director
By:/s/Timothy R. Garrick Date: March 30, 1999
Timothy R. Garrick
Vice President - Accounting
and Director
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.
2.4 Agreement and Plan of Merger, dated as of October 1,
1998, by and between AIMCO and IPT (incorporated by
reference to Exhibit 2.1 of Registrant's Current Report
on Form 8-K dated October 1, 1998).
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).
10.1 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.
10.2 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.
10.3 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.
10.4 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.
10.5 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 incorporated by
reference to Exhibit 10.5 to the Partnership's Annual
Report on Form 10-K for the year ended December 31,
1995.
10.6 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
incorporated by reference to Exhibit 10.6 to the
Partnership's Annual Report on Form 10-K for the year
ended December 31, 1995.
10.7 First Mortgage Note from the Registrant to Secore
Financial Corporation ("Secore") relating to the
refinancing of Misty Woods Apartments incorporated by
reference to Exhibit 10.7 to the Partnership's Annual
Report on Form 10-K for the year ended December 31,
1995.
10.8 First Mortgage and Security Agreement dated as of
December 29, 1995, from the Registrant to Secore
relating to the refinancing of Misty Woods Apartments
incorporated by reference to Exhibit 10.8 to the
Partnership's Annual Report on Form 10-K for the year
ended December 31, 1995.
10.9 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
incorporated by reference to Exhibit 10.9 to the
Partnership's Annual Report on Form 10-K for the year
ended December 31, 1995.
10.10 Amendment to Amended and Restated Note A dated January
29, 1998, between the Partnership and The Travelers
Insurance Company relating to McMillan Place.
10.11 Amendment to Amended and Restated Note B dated January
29, 1998, between the Partnership and The Travelers
Insurance Company relating to McMillian Place.
16.0 Letter from the Registrant's former Independent Auditor
dated April 27, 1994, incorporated by reference to the
Registrant's Current Report on Form 8-K dated April 22,
1994.
16.1 Letter from the Registrant's former Independent Auditor
dated November 11, 1998, incorporated by reference to
the Registrant's Current Report on Form 8-K dated
November 16, 1998.
27. Financial data schedule.
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from Century
Properties Fund XIX 1998 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-31-1998
<PERIOD-END> DEC-31-1998
<CASH> 5,138
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0<F1>
<PP&E> 96,909
<DEPRECIATION> 42,969
<TOTAL-ASSETS> 61,144
<CURRENT-LIABILITIES> 0<F1>
<BONDS> 60,420
0
0
<COMMON> 0
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 61,144
<SALES> 0
<TOTAL-REVENUES> 16,350
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 15,509
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 4,966
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 841
<EPS-PRIMARY> 8.31<F2>
<EPS-DILUTED> 0
<FN>
<F1>Registrant has an unclassified balance sheet.
<F2>Multiplier is 1.
</FN>
</TABLE>
