FORM 10-QSB--QUARTERLY OR TRANSITIONAL REPORT UNDER SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Quarterly or Transitional Report
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-QSB
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended March 31, 2000
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from _________to _________
Commission file number 0-11935
CENTURY PROPERTIES FUND XIX
(Exact name of small business issuer as specified in its charter)
California 94-2887133
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
55 Beattie Place, PO Box 1089
Greenville, South Carolina 29602
(Address of principal executive offices)
(864) 239-1000
(Issuer's telephone number)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the preceding 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days. Yes X No___
<PAGE>
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
a)
CENTURY PROPERTIES FUND XIX
CONSOLIDATED BALANCE SHEET
(Unaudited)
(in thousands, except unit data)
March 31, 2000
<TABLE>
<CAPTION>
Assets
<S> <C>
Cash and cash equivalents $ 3,585
Receivables and deposits 863
Restricted escrows 227
Other assets 675
Investment properties:
Land $ 11,635
Buildings and related personal property 87,545
99,180
Less accumulated depreciation (46,816) 52,364
$ 57,714
Liabilities and Partners' (Deficit) Capital
Liabilities
Accounts payable $ 382
Tenant security deposits payable 313
Accrued property taxes 488
Due to former affiliate 270
Other liabilities 623
Mortgage notes payable 59,587
Partners' (Deficit) Capital:
General partner $ (9,209)
Limited partners (89,292 units issued and
outstanding) 5,260 (3,949)
$ 57,714
</TABLE>
See Accompanying Notes to Consolidated Financial Statements
<PAGE>
b)
CENTURY PROPERTIES FUND XIX
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(in thousands, except unit data)
Three Months Ended
March 31,
2000 1999
Revenues:
Rental income $ 4,147 $ 4,068
Other income 165 183
Total revenues 4,312 4,251
Expenses:
Operating 1,440 1,269
General and administrative 79 306
Depreciation 801 739
Interest 1,217 1,233
Property tax 389 298
Total expenses 3,926 3,845
Net income $ 386 $ 406
Net income allocated to general partner $ 46 $ 48
Net income allocated to limited partners 340 358
$ 386 $ 406
Net income per limited partnership unit $ 3.81 $ 4.01
Distributions per limited partnership unit $ -- $39.23
See Accompanying Notes to Consolidated Financial Statements
<PAGE>
c)
CENTURY PROPERTIES FUND XIX
CONSOLIDATED STATEMENT OF PARTNERS' (DEFICIT) CAPITAL
(Unaudited)
(in thousands, except unit data)
<TABLE>
<CAPTION>
Limited
Partnership General Limited
Units Partner Partners Total
<S> <C> <C> <C> <C>
Original capital contributions 89,292 $ -- $89,292 $89,292
Partners' (deficit) capital
at December 31, 1999 89,292 $(9,255) $ 4,920 $(4,335)
Net income for the three months
ended March 31, 2000 -- 46 340 386
Partners' (deficit) capital
at March 31, 2000 89,292 $(9,209) $ 5,260 $(3,949)
</TABLE>
See Accompanying Notes to Consolidated Financial Statements
<PAGE>
d)
CENTURY PROPERTIES FUND XIX
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(in thousands)
<TABLE>
<CAPTION>
Three Months Ended
March 31,
2000 1999
Cash flows from operating activities:
<S> <C> <C>
Net income $ 386 $ 406
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation 801 739
Amortization of loan costs and discount 25 28
Change in accounts:
Receivables and deposits 91 (46)
Other assets (68) (63)
Accounts payable 202 (20)
Tenant security deposits payable 3 --
Accrued property taxes (75) (97)
Other liabilities (14) (15)
Net cash provided by operating activities 1,351 932
Cash flows from investing activities:
Property improvements and replacements (590) (164)
Net withdrawals from (deposits to) restricted escrows 93 (60)
Net cash used in investing activities (497) (224)
Cash flows from financing activities:
Payment on mortgage notes payable (169) (156)
Distributions to partners -- (3,574)
Net cash used in financing activities (169) (3,730)
Net increase (decrease) in cash and cash equivalents 685 (3,022)
Cash and cash equivalents at beginning of period 2,900 5,138
Cash and cash equivalents at end of period $ 3,585 $ 2,116
Supplemental disclosure of cash flow information:
Cash paid for interest $ 1,192 $ 1,205
</TABLE>
At December 31, 1999 and March 31, 2000, accounts payable and property
improvements and replacements were adjusted by approximately $165,000.
See Accompanying Notes to Consolidated Financial Statements
<PAGE>
e)
CENTURY PROPERTIES FUND XIX
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Note A - Basis of Presentation
The accompanying unaudited consolidated financial statements of Century
Properties Fund XIX (the "Partnership" or "Registrant") have been prepared in
accordance with generally accepted accounting principles for interim financial
information and with the instructions to Form 10-QSB and Item 310(b) of
Regulation S-B. Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements. In the opinion of Fox Capital Management Corporation, a
California corporation, ("FCMC" or the "Managing General Partner"), all
adjustments (consisting of normal recurring accruals) considered necessary for a
fair presentation have been included. Operating results for the three month
period ended March 31, 2000 are not necessarily indicative of the results that
may be expected for the fiscal year ending December 31, 2000. For further
information, refer to the consolidated financial statements and footnotes
thereto included in the Partnership's Annual Report on Form 10-KSB for the
fiscal year ended December 31, 1999.
Principles of Consolidation
The Registrant's financial statements include the accounts of Misty Woods CPF
19, LLC, a limited liability company in which the Registrant ultimately owns a
100% economic interest. All significant inter-entity transactions have been
eliminated.
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 ("AIMCO"), a publicly
traded real estate investment trust, with AIMCO being the surviving corporation
(the "Insignia Merger"). As a result, AIMCO acquired 100% ownership interest in
the Managing General Partner. The Managing General Partner does not believe that
this transaction has had or will have a material effect on the affairs and
operations of the Partnership.
Note C - 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 to the Managing General Partner and its affiliates were
incurred during the three months ended March 31, 2000 and 1999:
2000 1999
(in thousands)
Property management fees (included in operating expenses) $220 $215
Reimbursement for services of affiliates (included in
general and administrative and operating expenses
and investment properties) 47 36
Partnership management fee -- 228
<PAGE>
During the three months ended March 31, 2000 and 1999, 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 approximately $220,000 and
$215,000 for the three months ended March 31, 2000 and 1999, respectively.
An affiliate of the Managing General Partner received reimbursement of
accountable administrative expenses amounting to approximately $47,000 and
$36,000 for the three month periods ended March 31, 2000 and 1999, respectively.
Pursuant to the Partnership Agreement, for managing the affairs of the
Partnership, the general partner is entitled to receive a Partnership management
fee equal to 10% of the Partnership's adjusted cash from operations as
distributed. Approximately $228,000 in Partnership management fees were paid
along with the distribution from operations made during the three months ended
March 31, 1999. No fees were paid during the three months ended March 31, 2000.
AIMCO and its affiliates currently own 46,523.66 limited partnership units in
the Partnership representing 52.103% of the outstanding units. A number of these
units were acquired pursuant to tender offers made by AIMCO or its affiliates.
It is possible that AIMCO or its affiliates will make one or more additional
offers to acquire additional limited partnership interests in the Partnership
for cash or in exchange for units in the operating partnership of AIMCO. Under
the Partnership Agreement, unitholders holding a majority of the Units are
entitled to take action with respect to a variety of matters. As a result of its
ownership of 52.103% of the outstanding units, AIMCO is in a position to
influence all voting decisions with respect to the Registrant. When voting on
matters, AIMCO would in all likelihood vote the Units it acquired in a manner
favorable to the interest of the Managing General Partner because of their
affiliation with the Managing General Partner.
Note D - Distribution
During the first quarter of March 31, 1999, the Partnership distributed
approximately $3,574,000 (approximately $3,503,000 to the limited partners,
$39.23 per limited partnership unit). Approximately $2,052,000 (approximately
$2,011,000 to the limited partners, $22.52 per limited partnership unit) of the
distribution was from operations and approximately $1,522,000 (approximately
$1,492,000 to the limited partners, $16.71 per limited partnership unit) was
from the remaining proceeds of the sale of Parkside Village Apartments in May
1993. There were no distributions during the three months ended March 31, 2000.
Note E - 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:
The Partnership has one reportable segment: residential properties. The
Partnership's residential property consists of eight apartment complexes located
in Georgia (3), Arizona (2), Florida (1), Texas (1), and North Carolina (1). The
Partnership rents apartment units to tenants for terms that are typically twelve
months or less.
<PAGE>
Measurement of segment profit or loss:
The Partnership evaluates performance based on segment profit (loss) before
depreciation. The accounting policies of the reportable segment are the same as
those of the Partnership as described in the Partnership's Annual Report on Form
10-KSB for the year ended December 31, 1999.
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 three months ended March 31, 2000 and 1999 is shown
in the tables below (in thousands). The "Other" column includes Partnership
administration related items and income and expense not allocated to the
reportable segment.
2000 Residential Other Totals
Rental income $ 4,147 $ -- $ 4,147
Other income 163 2 165
Interest expense 1,217 -- 1,217
Depreciation 801 -- 801
General and administrative expense -- 79 79
Segment profit (loss) 463 (77) 386
Total assets 56,251 1,463 57,714
Capital expenditures for investment
properties 425 -- 425
1999 Residential Other Totals
Rental income $ 4,068 $ -- $ 4,068
Other income 157 26 183
Interest expense 1,233 -- 1,233
Depreciation 739 -- 739
General and administrative expense -- 306 306
Segment profit (loss) 686 (280) 406
Total assets 56,684 999 57,683
Capital expenditures for investment
properties 164 -- 164
<PAGE>
Note F - 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 action 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 Financial Group, Inc.
("Insignia") and entities which were, at one time, affiliates of Insignia
("Insignia Affiliates") of interests in certain general partner entities, past
tender offers by Insignia Affiliates to acquire limited partnership units, the
management of partnerships by Insignia Affiliates and the Insignia Merger (see
"Note B - Transfer of Control"). The plaintiffs seek 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 filed demurrers to the amended
complaint which were heard February 1999. Pending the ruling on such demurrers,
settlement negotiations commenced. On November 2, 1999, the parties executed and
filed a Stipulation of Settlement, settling claims, subject to final court
approval, on behalf of the Partnership and all limited partners who own units as
of November 3, 1999. Preliminary approval of the settlement was obtained on
November 3, 1999 from the Superior Court of the State of California, County of
San Mateo, at which time the Court set a final approval hearing for December 10,
1999. Prior to the December 10, 1999 hearing the Court received various
objections to the settlement, including a challenge to the Court's preliminary
approval based upon the alleged lack of authority of class plaintiffs' counsel
to enter the settlement. On December 14, 1999, the Managing General Partner and
its affiliates terminated the proposed settlement. Certain plaintiffs have filed
a motion to disqualify some of the plaintiffs' counsel in the action. The
Managing General Partner does not anticipate that costs associated with this
case will be material to 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.
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
The matters discussed in this Form 10-QSB contain certain forward-looking
statements and involve risks and uncertainties (including changing market
conditions, competitive and regulatory matters, etc.) detailed in the
disclosures contained in this Form 10-QSB 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
operations. 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.
The Partnership's investment properties consist of eight apartment complexes.
The following table sets forth the average occupancy of the properties for the
three months ended March 31, 2000 and 1999:
Average Occupancy
Property 2000 1999
Sunrunner Apartments 98% 94%
St. Petersburg, Florida
Misty Woods Apartments 93% 95%
Charlotte, North Carolina
McMillan Place Apartments 97% 97%
Dallas, Texas
Vinings Peak Apartments 96% 96%
Atlanta, Georgia
Wood Lake Apartments 96% 95%
Atlanta, Georgia
Plantation Crossing 94% 96%
Atlanta, Georgia
Greenspoint Apartments 94% 97%
Phoenix, Arizona
Sandspoint Apartments 94% 94%
Phoenix, Arizona
The Managing General Partner attributes the decrease in occupancy at Greenspoint
Apartments to rental rate increases during the past twelve months and the
increase in occupancy at Sunrunner to enhanced marketing efforts and improved
local markets.
Results of Operations
The Partnership realized net income of approximately $386,000 and $406,000 for
the three month periods ended March 31, 2000 and 1999, respectively. The
decrease in net income is attributable to an increase in total expenses
partially offset by an increase in total revenues. The increase in total
revenues is due to an increase in rental income partially offset by a decrease
in other income. The increase in rental income is the result of increased rental
rates at a majority of the Partnership's properties which more than offset the
decrease in occupancy at Misty Woods, Plantation Crossings, and Greenspoint. The
decrease in other income is primarily due to a decrease in cash held in
interest-bearing accounts for the three month period ended March 31, 2000
compared to the same period in 1999. The increase in total expenses is primarily
attributable to an increase in operating, depreciation, and property tax
expenses offset by a decrease in general and administrative expenses. The
increase in operating expenses is the result of increased property expense and
increased insurance expense. The increase in property expense is primarily due
to increased utility and salary related expenses at Greenspoint Apartments. The
increase in depreciation expense is the result of the addition of capital assets
during the past twelve months. The increase in property tax expense is primarily
due to higher assessed values at several properties.
General and administrative expense decreased due to a decrease in partnership
fees associated with the 1999 operating distribution which was properly
reclassed to general partners' deficit during the second quarter of 1999.
Included in general and administrative expense at both March 31, 2000 and 1999
are management reimbursement to the Managing General Partner allowed under the
Partnership Agreement. 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 Partnership, the Managing General
Partner monitors the rental market environment of its investment properties to
assess the feasibility of increasing rents, maintaining or increasing occupancy
levels and protecting the Partnership from increases in expenses. As part of
this plan, the Managing General Partner attempts to protect the Partnership from
the burden of inflation-related increases in expenses by increasing rents and
maintaining a high overall occupancy level. However, due to changing market
conditions, which can result in the use of rental concessions and rental
reductions to offset softening market conditions, there is no guarantee that the
Managing General Partner will be able to sustain such a plan.
Liquidity and Capital Resources
At March 31, 2000, the Registrant had cash and cash equivalents of approximately
$3,585,000 as compared to approximately $2,116,000 at March 31, 1999. For the
three months ended March 31, 2000, cash and cash equivalents increased
approximately $685,000 from the Registrant's year ended December 31, 1999. The
increase in cash and cash equivalents is due to approximately $1,351,000 of cash
provided by operating activities partially offset by approximately $497,000 of
cash used in investing activities and approximately $169,000 of cash used in
financing activities. Net cash used in investing activities consisted of capital
improvements and replacements partially offset by net withdrawals from
restricted escrows maintained by the mortgage lender. Net cash used in financing
activities consisted of payments of principal made on the mortgages encumbering
the Registrant's investment properties. 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.
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. Capital improvements planned
for each of the Registrant's properties are detailed below.
Sunrunner Apartments
Approximately $131,000 has been budgeted for 2000 for capital improvements at
Sunrunner consisting primarily of carpet and vinyl replacements, plumbing
improvements, and major landscaping. During the three months ended March 31,
2000, the Partnership completed approximately $31,000 of capital improvements
consisting primarily of major landscaping, pool improvements, and carpet and
vinyl replacement. Additional improvements may be considered and will depend on
the physical condition of the property as well as replacement reserves and
anticipated cash flow generated by the property.
Misty Woods Apartments
Approximately $68,000 has been budgeted for 2000 for capital improvements at
Misty Woods consisting primarily of carpet and vinyl replacements, appliance
replacements, wall coverings, counter tops, and lighting upgrades. During the
three months ended March 31, 2000, the Partnership completed approximately
$17,000 of capital improvements consisting primarily of carpet and vinyl
replacement, wall coverings, interior decoration, and heat and air unit
replacements. These improvements were funded from operating cash flow.
Additional improvements may be considered and will depend on the physical
condition of the property as well as replacement reserves and anticipated cash
flow generated by the property.
McMillian Place Apartments
Approximately $201,000 has been budgeted for 2000 for capital improvements at
McMillian Place consisting primarily of appliance replacement, carpet and vinyl
replacements, interior decorating, and exterior painting. During the three
months ended March 31, 2000, the Partnership completed approximately $76,000 of
capital improvements consisting primarily of appliances and floor covering
replacements. These improvements were funded from operating cash flow.
Additional improvements may be considered and will depend on the physical
condition of the property as well as replacement reserves and anticipated cash
flow generated by the property.
Vinings Peak Apartments
Approximately $92,000 has been budgeted for 2000 for capital improvements at
Vinings Peak consisting primarily of carpet and vinyl replacements, appliance
replacements, wall coverings, and HVAC replacements. During the three months
ended March 31, 2000, the Partnership completed approximately $61,000 of capital
improvements consisting primarily of carpet and vinyl replacement,
wallcoverings, structural improvements, and a submetering project. These
improvements were funded from operating cash flow. Additional improvements may
be considered and will depend on the physical condition of the property as well
as replacement reserves and anticipated cash flow generated by the property.
Wood Lake Apartments
Approximately $72,000 has been budgeted for 2000 for capital improvements at
Wood Lake consisting primarily of carpet and vinyl replacements, wall coverings,
appliance replacement, and HVAC replacements. During the three months ended
March 31, 2000, the Partnership completed approximately $60,000 of capital
improvements consisting primarily of carpet and vinyl replacement, wall
covering, and appliances. These improvements were funded from operating cash
flow. Additional improvements may be considered and will depend on the physical
condition of the property as well as replacement reserves and anticipated cash
flow generated by the property.
Plantation Crossing Apartments
Approximately $59,000 has been budgeted for 2000 for capital improvements at
Plantation Crossing consisting primarily of carpet and vinyl replacements, wall
coverings, and appliance replacements. During the three months ended March 31,
2000, the Partnership completed approximately $54,000 of capital improvements
consisting primarily of carpet and vinyl replacement, appliances and sewer
replacements. These improvements were funded from operating cash flow.
Additional improvements may be considered and will depend on the physical
condition of the property as well as replacement reserves and anticipated cash
flow generated by the property.
Greenspoint Apartments
Approximately $121,000 has been budgeted for 2000 for capital improvements at
Greenspoint consisting primarily of carpet and vinyl replacements, major
landscaping, lighting upgrades, HVAC replacements, and plumbing improvements.
During the three months ended March 31, 2000, the Partnership completed
approximately $64,000 of capital improvements consisting primarily of major
landscaping, roof replacements, and appliances. These improvements were funded
from operating cash flow. Additional improvements may be considered and will
depend on the physical condition of the property as well as replacement reserves
and anticipated cash flow generated by the property.
Sands Point Apartments
Approximately $154,000 has been budgeted for 2000 for capital improvements at
Sands Point consisting primarily of carpet and vinyl replacements, major
landscaping, roof replacements, exterior painting, plumbing improvements, and
parking lot resurfacing. During the three months ended March 31, 2000, the
Partnership completed approximately $62,000 of capital improvements consisting
primarily of plumbing enhancements, appliances, roof replacements, carpet and
vinyl replacement, and swimming pool improvements. These improvements were
funded from operating cash flow. Additional improvements may be considered and
will depend on the physical condition of the property as well as replacement
reserves and anticipated cash flow generated by the property.
The additional 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 Partnership's current assets are thought to be sufficient for any near-term
needs (exclusive of capital improvements) of the Partnership. The mortgage
indebtedness of approximately $59,587,000, net of discount, is amortized over
varying periods with required balloon payments ranging from October 2002 to
January 2006. The Managing General Partner will attempt to refinance such
indebtedness and/or sell the properties prior to such maturity date. If the
properties cannot be refinanced or sold for a sufficient amount, the Registrant
will risk losing such properties through foreclosure.
The Registrant was prohibited from making distributions from the operations of
the Registrant until the mortgages encumbering McMillan Place were 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. During the first
quarter of March 31, 1999, the Partnership distributed approximately $3,574,000
(approximately $3,503,000 to the limited partners, $39.23 per limited
partnership unit). Approximately $2,052,000 (approximately $2,011,000 to the
limited partners, $22.52 per limited partnership unit) of the distribution was
from operations and approximately $1,522,000 (approximately $1,492,000 to the
limited partners, $16.71 per limited partnership unit) was from the remaining
proceeds of the sale of Parkside Village Apartments in May 1993. There were no
distributions during the three months ended March 31, 2000. Future cash
distributions will depend on the levels of net cash generated from operations,
the availability of cash reserves and the timing of debt maturities,
refinancings, and/or property sales. The Partnership's distribution policy is
reviewed on a semi-annual basis. There can be no assurance, however, that the
Partnership will generate sufficient funds from operations after required
capital expenditures to permit any distributions to its partners in 2000 or
subsequent periods.
<PAGE>
PART II - OTHER INFORMATION
ITEM 1. 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 action 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 Financial Group, Inc.
("Insignia") and entities which were, at one time, affiliates of Insignia
("Insignia Affiliates") of interests in certain general partner entities, past
tender offers by Insignia Affiliates to acquire limited partnership units, the
management of partnerships by Insignia Affiliates and the Insignia Merger (see
"Part I - Financial Information, Item 1. Financial Statements, Note B - Transfer
of Control"). The plaintiffs seek 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 filed demurrers to the amended complaint which were
heard February 1999. Pending the ruling on such demurrers, settlement
negotiations commenced. On November 2, 1999, the parties executed and filed a
Stipulation of Settlement, settling claims, subject to final court approval, on
behalf of the Partnership and all limited partners who own units as of November
3, 1999. Preliminary approval of the settlement was obtained on November 3, 1999
from the Superior Court of the State of California, County of San Mateo, at
which time the Court set a final approval hearing for December 10, 1999. Prior
to the December 10, 1999 hearing the Court received various objections to the
settlement, including a challenge to the Court's preliminary approval based upon
the alleged lack of authority of class plaintiffs' counsel to enter the
settlement. On December 14, 1999, the Managing General Partner and its
affiliates terminated the proposed settlement. Certain plaintiffs have filed a
motion to disqualify some of the plaintiffs' counsel in the action. The Managing
General Partner does not anticipate that costs associated with this case will be
material to the Partnership's overall operations.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
a) Exhibits:
Exhibit 27, Financial Data Schedule, is filed as an exhibit to
this report.
b) Reports on Form 8-K:
None filed during the quarter ended March 31, 2000.
<PAGE>
SIGNATURES
In accordance with the requirements of the Exchange Act, the Registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
CENTURY PROPERTIES FUND XIX
By: FOX PARTNERS II
Its General Partner
By: FOX CAPITAL MANAGEMENT CORPORATION
Its Managing General Partner
By: /s/Patrick J. Foye
Patrick J. Foye
Executive Vice President
By: /s/Martha L. Long
Martha L. Long
Senior Vice President
and Controller
Date:
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from Century
Properties Fund XIX 2000 First Quarter 10-QSB and is qualified in its entirety
by reference to such 10-QSB filing.
</LEGEND>
<CIK> 0000705752
<NAME> Century Properties Fund XIX
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-2000
<PERIOD-START> JAN-01-2000
<PERIOD-END> MAR-31-2000
<CASH> 3,585
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0 <F1>
<PP&E> 99,180
<DEPRECIATION> 46,816
<TOTAL-ASSETS> 57,714
<CURRENT-LIABILITIES> 0 <F1>
<BONDS> 59,587
0
0
<COMMON> 0
<OTHER-SE> (3,949)
<TOTAL-LIABILITY-AND-EQUITY> 57,714
<SALES> 0
<TOTAL-REVENUES> 4,312
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 3,926
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,217
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 386
<EPS-BASIC> 3.81 <F2>
<EPS-DILUTED> 0
<FN>
<F1> Registrant has an unclassified balance sheet. <F2> Multiplier is 1.
</FN>
</TABLE>
