-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, ZdiisRh1Y8bFWvsOYEDVIpHMVmV8jtORpUxBtzF2fOH8OijWDR83Zwc8Mb59jhwG aJBy6BD5OUxaohqKo8bhhg== 0000705752-94-000008.txt : 19940822 0000705752-94-000008.hdr.sgml : 19940822 ACCESSION NUMBER: 0000705752-94-000008 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19940630 FILED AS OF DATE: 19940811 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CENTURY PROPERTIES FUND XIX CENTRAL INDEX KEY: 0000705752 STANDARD INDUSTRIAL CLASSIFICATION: 6500 IRS NUMBER: 942887133 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-11935 FILM NUMBER: 94543110 BUSINESS ADDRESS: STREET 1: 5665 NORTHSIDE DR NW STREET 2: SUITE 370 CITY: ATLANTA STATE: GA ZIP: 30328 BUSINESS PHONE: 4049169090 MAIL ADDRESS: STREET 1: 5665 NORTHSIDE DRIVE NW STREET 2: SUITE 370 CITY: ATLANTA STATE: GA ZIP: 30328 10-Q 1 JUNE 30, 1994 10-Q SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 1994 OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from __________ to ___________ Commission file number 0-11935 Century Properties Fund XIX (Exact name of Registrant as specified in its charter) California 94-2887133 (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) 5665 Northside Drive N.W., Ste. 370, Atlanta, Georgia 30328 (Address of principal executive office) (Zip Code) Registrant's telephone number, including area code (404) 916-9090 N/A Former name, former address and fiscal year, if changed since last report. Indicate by check mark whether Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 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_____ APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS: Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 12, 13, or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes No _____ APPLICABLE ONLY TO CORPORATE ISSUERS: Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date __________________. 1 of 13 CENTURY PROPERTIES FUND XIX - FORM 10-Q - JUNE 30, 1994 PART I - FINANCIAL INFORMATION Item 1. Financial Statements.
Consolidated Balance Sheets June 30, December 31, 1994 1993 (Unaudited) (Audited) Assets Cash and cash equivalents $ 406,000 $ 119,000 Restricted cash 860,000 1,516,000 Other assets 1,338,000 659,000 Real Estate: Real estate 94,027,000 97,436,000 Accumulated depreciation (30,262,000) (29,874,000) _____________ _____________ Real estate, net 63,765,000 67,562,000 Deferred costs, net 749,000 943,000 _____________ _____________ Total assets $ 67,118,000 $ 70,799,000 _____________ _____________ _____________ _____________ Liabilities and Partners' Equity Accrued expenses and other liabilities $ 3,743,000 $ 3,109,000 Notes payable to affiliate of the general partner - 370,000 Notes payable 57,077,000 59,869,000 _____________ _____________ Total liabilities 60,820,000 63,348,000 _____________ _____________ Partners' equity (deficit): General partner (8,328,000) (8,192,000) Limited partners (89,292 units outstanding at June 30, 1994 and December 31, 1993) 14,626,000 15,643,000 _____________ _____________ Total partners' equity 6,298,000 7,451,000 _____________ _____________ Total liabilities and partners' equity $ 67,118,000 $ 70,799,000 _____________ _____________ _____________ _____________
See notes to consolidated financial statements. 2 of 13 CENTURY PROPERTIES FUND XIX - FORM 10-Q - JUNE 30, 1994
Consolidated Statements of Operations (Unaudited) For the Six Months Ended June 30, 1994 June 30, 1993 Revenues: Rental $ 6,783,000 $ 7,250,000 Interest and other income 27,000 29,000 Gain on sale of property - 578,000 _____________ _____________ Total revenues 6,810,000 7,857,000 _____________ _____________ Expenses: Operating 3,236,000 3,960,000 Interest 2,947,000 3,757,000 Depreciation 1,379,000 1,391,000 General and administrative 252,000 386,000 Loss on sale of property 149,000 - _____________ _____________ Total expenses 7,963,000 9,494,000 _____________ _____________ Net loss $ (1,153,000) $ (1,637,000) _____________ _____________ _____________ _____________ Net loss per limited partnership unit $ (11) $ (16) _____________ _____________ _____________ _____________
See notes to consolidated financial statements. 3 of 13 CENTURY PROPERTIES FUND XIX - FORM 10-Q - JUNE 30, 1994
Consolidated Statements of Operations (Unaudited) For the Three Months Ended June 30, 1994 June 30, 1993 Revenues: Rental $ 3,366,000 $ 3,496,000 Interest and other income 14,000 19,000 Gain on sale of property - 578,000 _____________ _____________ Total revenues 3,380,000 4,093,000 _____________ _____________ Expenses: Operating 1,673,000 2,057,000 Interest 1,566,000 1,955,000 Depreciation 694,000 695,000 General and administrative 115,000 176,000 _____________ _____________ Total expenses 4,048,000 4,883,000 _____________ _____________ Net loss $ (668,000) $ (790,000) _____________ _____________ _____________ _____________ Net loss per limited partnership unit $ (7) $ (8) _____________ _____________ _____________ _____________
See notes to consolidated financial statements. 4 of 13 CENTURY PROPERTIES FUND XIX - FORM 10-Q - JUNE 30, 1994
Consolidated Statements of Cash Flows (Unaudited) For the Six Months Ended June 30, 1994 June 30, 1993 Operating Activities: Net (loss) $ (1,153,000) $ (1,637,000) Adjustments to reconcile net (loss) to net cash provided by (used in) operating activities: Depreciation and amortization 1,566,000 1,553,000 Loss (gain) on sale of property 149,000 (578,000) Costs expensed on attempted property refinancing - 64,000 Financing costs paid - (497,000) Financing costs refunded - 523,000 Changes in operating assets and liabilities: Other assets (679,000) (15,000) Accrued expenses and other liabilities 634,000 (1,796,000) _____________ _____________ Net cash provided by (used in) operating activities 517,000 (2,383,000) _____________ _____________ Investing Activities: Additions to real estate (171,000) (320,000) Decrease (increase) in restricted cash 656,000 (704,000) Proceeds from sale of rental property 2,450,000 11,259,000 Costs of sale of rental property (3,000) (770,000) _____________ _____________ Net cash provided by investing activities 2,932,000 9,465,000 _____________ _____________ Financing Activities: Repayment of note payable on sale of rental property (1,965,000) - Proceeds from notes payable to affiliate of the general partner - 291,000 Repayment of notes payable to affiliate of the general partner (370,000) (1,309,000) Notes payable proceeds - 20,375,000 Partial repayment of notes payable (594,000) - Notes payable principal payments (233,000) (26,160,000) _____________ _____________ Net cash (used in) financing activities (3,162,000) (6,803,000) _____________ _____________ Increase in Cash and Cash Equivalents 287,000 279,000 Cash and Cash Equivalents at Beginning of Period 119,000 147,000 _____________ _____________ Cash and Cash Equivalents at End of Period $ 406,000 $ 426,000 _____________ _____________ _____________ _____________ Supplemental Disclosure of Cash Flow Information: Interest paid in cash during the period $ 2,689,000 $ 5,282,000 _____________ _____________ _____________ _____________
See notes to consolidated financial statements. 5 of 13 CENTURY PROPERTIES FUND XIX - FORM 10-Q - JUNE 30, 1994 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 1. General The accompanying consolidated financial statements, footnotes and discussions should be read in conjunction with the consolidated financial statements, related footnotes and discussions contained in the Partnership's Annual Report for the year ended December 31, 1993. Certain balance sheet accounts have been reclassified in order to conform to the current period. The financial information contained herein is unaudited. In the opinion of management, all adjustments necessary for a fair presentation of such financial information have been included. All adjustments are of a normal recurring nature, except as disclosed in note 5 below. The results of operations for the six and three months ended June 30, 1994 and 1993 are not necessarily indicative of the results to be expected for the full year. 2. Transactions with Related Parties (a) An affiliate of the Managing General Partner ("MGP") received reimbursements of administrative expenses amounting to $57,000 during the six months ended June 30, 1994. These reimbursements are primarily included in general and administrative expenses. (b) NPI Property Management Corporation ("NPI Management"), an affiliate of MGP, is entitled to receive a management fee equal to 5% of the annual gross receipts from certain properties it manages. For the six months ended June 30, 1994, NPI Management received $223,000. These fees are included in operating expenses. (c) Included in operating expenses for the six months ended June 30, 1994 is $146,000 of insurance premiums, which were paid to NPI Management under a master insurance policy arranged for by MGP. 3. Restricted Cash Restricted cash at June 30, 1994 represents $160,000 in restricted tenant security deposits and $700,000 required to be maintained in accordance with the financing agreement on Wood Lake, Wood Ridge and Plantation Crossing Apartments. 4. Mortgage Payable The Partnership has a balloon payment of $10,800,000 on McMillan Place Apartments which is due in December 1994. The Partnership has received terms from the existing lender to modify and extend the terms of the loan. It is anticipated that this loan modification will be executed in the third quarter of 1994. If the Partnership is unable to extend or refinance the loan, or sell the property, the property could be lost through foreclosure. As of June 1, 1994 the lender was permitted to draw on the two letters of credit, in the amounts of $300,000 each, which were held in connection with the note payable encumbering the Misty Woods property. In accordance with the loan agreement, the Partnership applied the net proceeds of the draw, in the amount of $594,000, to the note, reducing the note payable balance to $5,183,000. Commencing July 1, 1994, the monthly debt service payment was reduced to $45,953. 6 of 13 CENTURY PROPERTIES FUND XIX - FORM 10-Q - JUNE 30, 1994 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 4. Mortgage Payable (Continued) The Partnership has balloon payments which are due between 1995 and 1998 on all other remaining properties. The ability to hold and operate these properties is dependent on the Partnership's ability to obtain refinancing or debt modifications as required. 5. Disposition of Rental Property Plantation Forest Apartments located in Atlanta, Georgia, was sold on February 8, 1994 for $2,450,000. After payment of the existing loan of $1,965,000 and expenses of the sale, the proceeds to the Partnership were approximately $482,000. The loss on sale was $149,000. Net proceeds realized from the sale were partially used to fully repay $370,000 of the demand notes, including accrued interest, held by an affiliate of the general partner. 7 of 13 CENTURY PROPERTIES FUND XIX - FORM 10-Q - JUNE 30, 1994 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations. This item should be read in conjunction with the Consolidated Financial Statements and other Items contained elsewhere in this Report. Fund Liquidity and Capital Resources The Fund holds investments in and operates eight apartment complexes. The Fund receives rental income from its properties and is responsible for operating expenses, administrative expenses, capital improvements and debt service payments. As of August 1, 1994, five of the thirteen properties originally purchased by the Fund were sold or otherwise disposed. Five of the Fund's eight properties generated positive cash flow during the six months ended June 30, 1994. McMillan Place, Misty Woods and Sunrunner Apartments experienced negative cash flow for the six months ended June 30, 1994. The Fund uses working capital reserves provided from any undistributed cash flow from operations, sales and refinancing proceeds as its primary sources of liquidity. There have been no distributions since 1987. It is not currently anticipated that the Fund will make any distributions from operations in the near future. The level of liquidity based upon cash and cash equivalents experienced a $287,000 increase at June 30, 1994, as compared to December 31, 1993. The Fund's $517,000 of cash provided by operating activities and $2,932,000 of cash provided by investing activities were partially offset by $3,162,000 used in financing activities. Cash provided by investing activities resulted from $2,447,000 of net proceeds from the sale of Plantation Forest Apartments and the release of $656,000 of restricted cash relating to the partial repayment of the mortgage encumbering the Fund's Misty Woods property, which were only partially offset by $171,000 in additions to real estate. The cash used in financing activities consisted of $233,000 in notes payable principal payments, the $1,965,000 repayment of the note encumbering Plantation Forest, the $370,000 repayment of notes payable to an affiliate of the General Partner and the $594,000 partial repayment of the notes payable encumbering the Fund's Misty Woods property. The increase in other assets is primarily due to an increase in required real estate tax escrow deposits. All other increases (decreases) in certain assets and liabilities are the result of the timing of receipt and payment of various operating activities. Working capital reserves are invested in a money market account or repurchase agreements secured by United States Treasury obligations. The Managing General Partner believes that, if market conditions remain relatively stable, cash flow from operations, when combined with working capital reserves, will be sufficient to fund required capital improvements and regular debt service payments in 1994 and the foreseeable future. In December 1994, and in 1995 through 1998, the Fund will have to arrange for the refinancings or debt modifications discussed in Item 1, Note 4. If necessary, the Fund could dispose of the properties with significant balloon payments, in order to reduce future cash requirements. If the mortgage, with a December 1994 balloon payment, due with respect to McMillan Place, is not refinanced or extended, or the property is not sold, the property could be lost through foreclosure. The Partnership has received terms from the existing lender to modify and extend the terms of the loan. It is anticipated that this loan modification will be executed in the third quarter of 1994. If the property is lost through foreclosure, the Fund would not record a loss, since the outstanding non-recourse mortgage liability exceeds the Fund's depreciated basis in the assets. 8 of 13 CENTURY PROPERTIES FUND XIX - FORM 10-Q - JUNE 30, 1994 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations. Fund Liquidity and Capital Resources (Continued) At this time, it appears that the investment objective of capital growth will not be attained and that investors will not receive a return of all of their invested capital. The extent to which invested capital is returned to investors is dependent upon the performance of the Fund's properties and the markets in which such properties are located and on the sales price of the remaining properties. In this regard, it is anticipated at this time that the remaining properties will be held longer than originally expected. The ability to hold and operate these properties is dependent on the Fund's ability to obtain refinancing or debt modification as required. Real Estate Market The national real estate market has suffered from the effects of the real estate recession including, but not limited to, a downward trend in market values of existing residential properties. In addition, the bailout of the savings and loan associations and sales of foreclosed properties by auction reduced market values and caused a further restriction on the ability to obtain credit. As a result, the Fund's ability to refinance or sell its properties may be restricted. These factors caused a decline in market property values and serve to reduce market rental rates and/or sales prices. Compounding these difficulties are relatively low interest rates, which encourage existing and potential tenants to purchase homes. In addition, there has been a significant decline nationally in new household formation. Despite the above, the rental market appears to be experiencing a gradual strengthening and management anticipates that increases in revenue will generally exceed increases in expenses during 1994. Furthermore, management believes that the emergence of new institutional purchasers, including real estate investment trusts and insurance companies, should create a more favorable market value for the Fund's properties in the future. Results of Operations Six Months Ended June 30, 1994 vs. June 30, 1993 Operating results improved by $484,000 for the six months ended June 30, 1994, as compared to 1993, due to the disposition of Parkside Village Apartment in May 1993 and Plantation Forest Apartments in February 1994. With respect to the remaining properties, operating results improved by $1,061,000 due to an increase in revenues of $429,000 and a decrease in expenses of $632,000. With respect to the remaining properties, revenues increased by $429,000 due to an increase in rental revenues of $431,000 and a $2,000 decrease in interest and other income. Rental revenues increased primarily due to increased rates at the Greenspoint, Sunrunner, Wood Ridge and Wood Lake properties, and increased occupancy at all of the Fund's properties, except for Greenspoint, where occupancy remained constant. Interest and other income remained relatively constant. With respect to the remaining properties, expenses decreased by $554,000 due to decreases in operating expenses of $88,000, interest expense of $434,000 and general and administrative expenses of $57,000, which were only partially offset by a increase in depreciation of $25,000. Operating expenses decreased primarily due to rent-up expenses incurred in 1993 on Wood Ridge and Sandspoint Apartments. There were no comparable expenses during the first six months of 1994. 9 of 13 CENTURY PROPERTIES FUND XIX - FORM 10-Q - JUNE 30, 1994 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations. Six Months Ended June 30, 1994 vs. June 30, 1993 (Continued) Interest expense decreased due to prepayment penalties incurred in 1993 and interest savings in 1994, associated with the June 1993 refinancings of the Wood Lake, Wood Ridge and Plantation Crossing Apartments debt. General and administrative expenses decreased primarily due to a decrease in legal and consulting fees. Depreciation expense increased due to the effect of fixed asset additions primarily benefiting the tenants at Sandspoint, Sunrunner and Wood Ridge Apartments. Three Months Ended June 30, 1994 vs. June 30, 1993 Operating results improved by $122,000 for the three months ended June 30, 1994 as compared to 1993, due to the disposition of Parkside Village Apartment in May 1993 and Plantation Forest Apartments in February 1994. With respect to the remaining properties, operating results improved by $608,000 due to an increase in revenues of $189,000 and a decrease in expenses of $419,000. With respect to the remaining properties, revenues increased by $189,000 due to an increase in rental revenues of $194,000 and a $5,000 decrease in interest and other income. Rental revenues increased primarily due to increased rates at the Fund's Greenspoint, Sunrunner, Wood Ridge and Wood Lake properties, and increased occupancy at all the Fund's properties except for Greenspoint and Plantation Crossings properties. Interest and other income decreased due to a slight decrease in average working capital reserves available for investment. With respect to the remaining properties expenses decreased by $314,000 due to decreases in operating expenses of $149,000 and interest expense of $208,000, which were only partially offset by an increase in depreciation of $16,000. Operating expenses decreased primarily due to rent-up expenses incurred in 1993 on Wood Ridge and Sandspoint Apartments. Interest expense decreased due to prepayment penalties incurred in 1993 and interest savings in 1994, both directly associated with the June 1993 refinancing on Wood Lake, Wood Ridge and Plantation Crossing Apartments. General and administrative expenses remained constant. Depreciation expense increased due to the effect of fixed asset additions primarily benefiting the tenants at Sandspoint, Sunrunner and Wood Ridge Apartments. 10 of 13 CENTURY PROPERTIES FUND XIX - FORM 10-Q - JUNE 30, 1994 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations. Properties A description of the properties in which the Fund has an ownership interest during the period covered by this Report, along with occupancy data, follows:
CENTURY PROPERTIES FUND XIX OCCUPANCY SUMMARY Average Occupancy Rate (%) Six Months Three Months Number Date Ended Ended of of June 30, June 30, Name and Location Units Purchase 1994 1993 1994 1993 Parkside Village Apartments (1) 383 11/83 - - - - Aurora, Colorado Wood Lake Apartments 220 12/83 96 89 96 89 Atlanta, Georgia Greenspoint Apartments 336 02/84 97 97 96 97 Phoenix, Arizona Sandspoint Apartments 432 02/84 94 89 91 88 Phoenix, Arizona Wood Ridge Apartments 280 04/84 96 95 97 96 Atlanta, Georgia Plantation Crossing Apartments 180 06/84 97 96 95 96 Atlanta, Georgia Plantation Forest Apartments (2) 64 06/84 - 90 - 90 Atlanta, Georgia Sunrunner Apartments 200 07/84 95 92 98 91 St. Petersburg, Florida McMillan Place Apartments 402 06/85 95 91 95 92 Dallas, Texas Misty Woods Apartments 228 06/85 92 91 94 92 Charlotte, North Carolina The Cove Apartments (3) 689 12/84 - - - - Tampa, Florida
(1) Property was sold in May 1993. (2) Property was sold in February 1994. (3) Property was placed into receivership in 1992 and acquired by lender through foreclosure in July 1993. 11 of 13 CENTURY PROPERTIES FUND XIX - FORM 10-Q - JUNE 30, 1994 PART II - OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K. On April 29, 1994, a Current Report on Form 8-K was filed with the Securities and Exchange Commission to provide for the change in the Fund's accountants from Deloitte and Touche to Imowitz Koenig & Company. No other Reports on Form 8-K were filed during the period covered by this Report. 12 of 13 CENTURY PROPERTIES FUND XIX - FORM 10-Q - JUNE 30, 1994 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. CENTURY PROPERTIES FUND XIX By: FOX PARTNERS II, A California General Partnership, its general partner By: FOX CAPITAL MANAGEMENT CORPORATION, A California Corporation, its general partner /S/ARTHUR N. QUELER ARTHUR N. QUELER Executive Vice President (Principal Financial and Accounting Officer) and Director of Fox 13 of 13 -----END PRIVACY-ENHANCED MESSAGE-----