-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, PobS54LE+xGK0gpE1ooB9sg6qmibG1FiCYthqwMon79FQV0v7QBNfSWcIdbI2M0E 9EHl2HYKy101epxoLbNmMQ== /in/edgar/work/20000808/0000711642-00-000210/0000711642-00-000210.txt : 20000921 0000711642-00-000210.hdr.sgml : 20000921 ACCESSION NUMBER: 0000711642-00-000210 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20000630 FILED AS OF DATE: 20000808 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: 10QSB SEC ACT: SEC FILE NUMBER: 000-11935 FILM NUMBER: 688772 BUSINESS ADDRESS: STREET 1: 55 BEATTIE PLACE STREET 2: P O BOX 1089 CITY: GREENVILLE STATE: SC ZIP: 29602 BUSINESS PHONE: 8642391000 MAIL ADDRESS: STREET 1: 55 BEATTIE PLACE STREET 2: P O BOX 1089 CITY: GREENVILLE STATE: SC ZIP: 29602 10QSB 1 0001.txt SECOND QUARTER 10-QSB 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 June 30, 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___ PART I - FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS a) CENTURY PROPERTIES FUND XIX CONSOLIDATED BALANCE SHEET (Unaudited) (in thousands, except unit data) June 30, 2000
Assets Cash and cash equivalents $ 691 Receivables and deposits 1,220 Restricted escrows 236 Other assets 606 Investment properties: Land $ 11,635 Buildings and related personal property 87,996 99,631 Less accumulated depreciation (47,641) 51,990 $ 54,743 Liabilities and Partners' (Deficit) Capital Liabilities Accounts payable $ 273 Tenant security deposits payable 316 Accrued property taxes 658 Due to former affiliate 270 Other liabilities 574 Mortgage notes payable 59,409 Partners' (Deficit) Capital: General partner $ (9,541) Limited partners (89,292 units issued and outstanding) 2,784 (6,757) $ 54,743
See Accompanying Notes to Consolidated Financial Statements b) CENTURY PROPERTIES FUND XIX CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) (in thousands, except unit data)
Three Months Six Months Ended June 30, Ended June 30, 2000 1999 2000 1999 Revenues: Rental income $ 4,193 $ 4,021 $ 8,340 $ 8,089 Other income 256 179 421 362 Total revenues 4,449 4,200 8,761 8,451 Expenses: Operating 1,283 1,329 2,723 2,598 General and administrative 85 (117) 164 189 Depreciation 825 749 1,626 1,488 Interest 1,214 1,230 2,431 2,463 Property tax 325 301 714 599 Total expenses 3,732 3,492 7,658 7,337 Net income $ 717 $ 708 $ 1,103 $ 1,114 Net income allocated to general partner $ 85 $ 84 $ 130 $ 131 Net income allocated to limited partners 632 624 973 983 $ 717 $ 708 $ 1,103 $ 1,114 Net income per limited partnership unit $ 7.08 $ 6.99 $ 10.90 $ 11.01 Distributions per limited partnership unit $ 34.82 $ -- $ 34.82 $ 39.23
See Accompanying Notes to Consolidated Financial Statements c) CENTURY PROPERTIES FUND XIX CONSOLIDATED STATEMENT OF PARTNERS' (DEFICIT) CAPITAL (Unaudited) (in thousands, except unit data)
Limited Partnership General Limited Units Partner Partners Total Original capital contributions 89,292 $ -- $89,292 $89,292 Partners' (deficit) capital at December 31, 1999 89,292 $(9,255) $ 4,920 $(4,335) Distributions paid to partners -- (416) (3,109) (3,525) Net income for the six months ended June 30, 2000 -- 130 973 1,103 Partners' (deficit) capital at June 30, 2000 89,292 $(9,541) $ 2,784 $(6,757)
See Accompanying Notes to Consolidated Financial Statements d) CENTURY PROPERTIES FUND XIX CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) (in thousands)
Six Months Ended June 30, 2000 1999 Cash flows from operating activities: Net income $ 1,103 $ 1,114 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation 1,626 1,488 Amortization of loan costs and discount 50 57 Change in accounts: Receivables and deposits (266) (150) Other assets (30) (77) Accounts payable 93 (8) Tenant security deposits payable 6 -- Accrued property taxes 95 56 Other liabilities (63) 38 Net cash provided by operating activities 2,614 2,518 Cash flows from investing activities: Property improvements and replacements (1,041) (569) Net withdrawals from (deposits to) restricted escrows 84 (57) Net cash used in investing activities (957) (626) Cash flows from financing activities: Payment on mortgage notes payable (341) (315) Distributions to partners (3,525) (3,802) Net cash used in financing activities (3,866) (4,117) Net decrease in cash and cash equivalents (2,209) (2,225) Cash and cash equivalents at beginning of period 2,900 5,138 Cash and cash equivalents at end of period $ 691 $ 2,913 Supplemental disclosure of cash flow information: Cash paid for interest $ 2,381 $ 2,407
At December 31, 1999 there were approximately $165,000 of property improvements and replacements in accounts payable. See Accompanying Notes to Consolidated Financial Statements 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 and six month periods ended June 30, 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 six months ended June 30, 2000 and 1999: 2000 1999 (in thousands) Property management fees (included in operating expenses) $444 $429 Reimbursement for services of affiliates (included in general and administrative and operating expenses and investment properties) 88 85 Partnership management fee (included in general partner distributions) 353 228 During the six months ended June 30, 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 $444,000 and $429,000 for the six months ended June 30, 2000 and 1999, respectively. An affiliate of the Managing General Partner received reimbursement of accountable administrative expenses amounting to approximately $88,000 and $85,000 for the six month periods ended June 30, 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 $353,000 and $228,000 in Partnership management fees were paid along with the distributions from operations made during the six months ended June 30, 2000 and 1999, respectively. AIMCO and its affiliates currently own 46,656.66 limited partnership units in the Partnership representing 52.252% 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 52.252% 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. 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 D - Distribution During the six months ended June 30, 2000, the Partnership distributed approximately $3,525,000 (approximately $3,109,000 to the limited partners or $34.82 per limited partnership unit) from operations. During the six months ended June 30, 1999, the Partnership distributed approximately $3,802,000 (approximately $3,503,000 to the limited partners or $39.23 per limited partnership unit). Approximately $2,280,000 (approximately $2,009,000 to the limited partners or $22.50 per limited partnership unit) of the distribution was from operations and approximately $1,522,000 (approximately $1,494,000 to the limited partners or $16.73 per limited partnership unit) was from the remaining proceeds of the sale of Parkside Village Apartments in May 1993. 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. 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 and six month periods ended June 30, 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. Three months ended June 30, 2000 Residential Other Totals Rental income $ 4,193 $ -- $ 4,193 Other income 255 1 256 Interest expense 1,214 -- 1,214 Depreciation 825 -- 825 General and administrative expense -- 85 85 Segment profit (loss) 801 (84) 717 Three months ended June 30, 1999 Residential Other Totals Rental income $ 4,021 $ -- $ 4,021 Other income 170 9 179 Interest expense 1,230 -- 1,230 Depreciation 749 -- 749 General and administrative expense -- (117) (117) Segment profit (loss) 582 126 708 Six months ended June 30, 2000 Residential Other Totals Rental income $ 8,340 $ -- $ 8,340 Other income 418 3 421 Interest expense 2,431 -- 2,431 Depreciation 1,626 -- 1,626 General and administrative expense -- 164 164 Segment profit (loss) 1,264 (161) 1,103 Total assets 54,510 233 54,743 Capital expenditures for investment properties 876 -- 876 Six months ended June 30, 1999 Residential Other Totals Rental income $ 8,089 $ -- $ 8,089 Other income 327 35 362 Interest expense 2,463 -- 2,463 Depreciation 1,488 -- 1,488 General and administrative expense -- 189 189 Segment profit (loss) 1,268 (154) 1,114 Total assets 57,296 921 58,217 Capital expenditures for investment properties 569 -- 569 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, its 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 of interests in certain general partner entities by Insignia Financial Group, Inc. and entities which were, at one time, affiliates of Insignia; past tender offers by the Insignia affiliates to acquire limited partnership units; the management of partnerships by the Insignia affiliates; and the Insignia Merger. 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 owned units as of November 3, 1999. Preliminary approval of the settlement was obtained on November 3, 1999 from the Court, 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 prior lead counsel to enter the settlement. On December 14, 1999, the Managing General Partner and its affiliates terminated the proposed settlement. In February 2000, counsel for some of the named plaintiffs filed a motion to disqualify plaintiff's lead and liaison counsel who negotiated the settlement. On June 27, 2000, the Court entered an order disqualifying them from the case. The Court will entertain applications for lead counsel which must be filed by August 4, 2000. The Court has scheduled a hearing on August 21, 2000 to address the issue of appointing lead counsel. 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. 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 six months ended June 30, 2000 and 1999: Average Occupancy Property 2000 1999 Sunrunner Apartments 97% 95% St. Petersburg, Florida Misty Woods Apartments 93% 94% Charlotte, North Carolina McMillan Place Apartments 96% 97% Dallas, Texas Vinings Peak Apartments 96% 95% Atlanta, Georgia Wood Lake Apartments 95% 95% Atlanta, Georgia Plantation Crossing 95% 95% Atlanta, Georgia Greenspoint Apartments 94% 95% Phoenix, Arizona Sandspoint Apartments 94% 93% Phoenix, Arizona Results of Operations The Partnership realized net income of approximately $1,103,000 and $1,114,000 for the six month periods ended June 30, 2000 and 1999, respectively. For the three month periods ended June 30, 2000 and 1999, the Partnership realized net income of approximately $717,000 and $708,000, respectively. The decrease in net income for the six month period ended June 30, 2000 is attributable to an increase in total expenses largely offset by an increase in total revenues. The increase in net income for the three months ended June 30, 2000 is due to an increase in total revenues partially offset by an increase in total expenses. The increase in total revenues for the three and six month periods ended June 30, 2000 is due to an increase in rental and other income. The increase in rental income is the result of increased rental rates at all of the Partnership's investment properties. The increase in other income is primarily due to an increase in tenant charges at Sunrunner, McMillan, Sandspoint, and Wood Lake Apartments. The increase in total expenses for the six month period ended June 30, 2000 is primarily attributable to an increase in operating, depreciation, and property tax expenses. The increase in operating expenses for the six month period ended June 30, 2000 is the result of increased insurance expense and increased property expense. For the three months ended June 30, 2000 operating expenses decreased as a result of decreased maintenance expense at Misty Woods, Wood Ridge, Plantation Crossing, and Greenspoint Apartments. Insurance expense increased as a result of the timing of the receipt of insurance premium invoices in 1999 which affected the recording of prepaid insurance and related expenses. Property expense increased as a result of increased salary expense and utility costs. 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. The decrease in general and administrative expense during the three months ended June 30, 1999, is primarily due to the Partnership management fee paid during the first quarter being correctly accounted for as a distribution to the general partner. Included in general and administrative expense at both June 30, 2000 and 1999 are reimbursements 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 June 30, 2000, the Registrant had cash and cash equivalents of approximately $691,000 as compared to approximately $2,913,000 at June 30, 1999. For the six months ended June 30, 2000, cash and cash equivalents decreased approximately $2,209,000 from the Registrant's year ended December 31, 1999. The decrease in cash and cash equivalents is due to approximately $3,866,000 of cash used in financing activities and approximately $957,000 of cash used in investing activities partially offset by approximately $2,614,000 of cash provided by operating activities. Net cash used in financing activities consisted of distributions to partners and, to a lesser extent, payments of principal made on the mortgages encumbering the Registrant's investment properties. Net cash used in investing activities consisted of capital improvements and replacements partially offset by net withdrawals from restricted escrows maintained by the mortgage lenders. 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 six months ended June 30, 2000, the Partnership completed approximately $64,000 of capital improvements consisting primarily of carpet and vinyl replacement, major landscaping, and pool improvements. These improvements were funded from replacement reserves. 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 six months ended June 30, 2000, the Partnership completed approximately $101,000 of budgeted and unbudgeted capital improvements consisting primarily of building improvements, carpet and vinyl replacement, office equipment, wall coverings, and land improvements. These improvements were funded from operating cash flow and replacement reserves. 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 $277,000 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 six months ended June 30, 2000, the Partnership completed approximately $110,000 of capital improvements consisting primarily of appliances, floor covering replacements, and air conditioning 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 $245,000 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 six months ended June 30, 2000, the Partnership completed approximately $124,000 of capital improvements consisting primarily of carpet and vinyl replacement, wall coverings, 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 $214,000 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 six months ended June 30, 2000, the Partnership completed approximately $142,000 of capital improvements consisting primarily of plumbing and carpet and vinyl replacement, wall coverings, and plumbing enhancements. 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 $143,000 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 six months ended June 30, 2000, the Partnership completed approximately $136,000 of capital improvements consisting primarily of major landscaping, submetering equipment, carpet and vinyl replacement, and appliance replacement. 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 six months ended June 30, 2000, the Partnership completed approximately $102,000 of capital improvements consisting primarily of major landscaping, floor covering 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. Sandspoint 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 six months ended June 30, 2000, the Partnership completed approximately $97,000 of capital improvements consisting primarily of plumbing enhancements, appliances, roof replacements, and carpet and vinyl replacement. 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 $59,409,000, 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 dates. 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 six months ended June 30, 2000, the Partnership distributed approximately $3,525,000 (approximately $3,109,000 to the limited partners or $34.82 per limited partnership unit) from operations. During the six months ended June 30, 1999, the Partnership distributed approximately $3,802,000 (approximately $3,503,000 to the limited partners or $39.23 per limited partnership unit). Approximately $2,280,000 (approximately $2,009,000 to the limited partners or $22.50 per limited partnership unit) of the distribution was from operations and approximately $1,522,000 (approximately $1,494,000 to the limited partner or $16.73 per limited partnership unit) was from the remaining proceeds of the sale of Parkside Village Apartments in May 1993. The Partnership's distribution policy is reviewed on a semi-annual basis. 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. There can be no assurance, however, that the Partnership will generate sufficient funds from operations after required capital expenditures to permit any further distributions to its partners in 2000 or subsequent periods. 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, its 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 of interests in certain general partner entities by Insignia Financial Group, Inc. and entities which were, at one time, affiliates of Insignia; past tender offers by the Insignia affiliates to acquire limited partnership units; the management of partnerships by the Insignia affiliates; and the Insignia Merger. 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 owned units as of November 3, 1999. Preliminary approval of the settlement was obtained on November 3, 1999 from the Court, 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 prior lead counsel to enter the settlement. On December 14, 1999, the Managing General Partner and its affiliates terminated the proposed settlement. In February 2000, counsel for some of the named plaintiffs filed a motion to disqualify plaintiff's lead and liaison counsel who negotiated the settlement. On June 27, 2000, the Court entered an order disqualifying them from the case. The Court will entertain applications for lead counsel which must be filed by August 4, 2000. The Court has scheduled a hearing on August 21, 2000 to address the issue of appointing lead counsel. 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 June 30, 2000. 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: EX-27 2 0002.txt SECOND QUARTER 10-QSB
5 This schedule contains summary financial information extracted from Century Properties Fund XIX 2000 Second Quarter 10-QSB and is qualified in its entirety by reference to such 10-QSB filing. 0000705752 Century Properties Fund XIX 1,000 6-MOS DEC-31-2000 APR-01-2000 JUN-30-2000 691 0 0 0 0 0 99,631 47,641 54,743 0 59,409 0 0 0 (6,757) 54,743 0 8,761 0 0 7,658 0 2,431 0 0 0 0 0 0 1,103 10.90 0 Registrant has an unclassified balance sheet. Multiplier is 1.
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