-----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, KPtRM2462qjtVGI2GiRHAcXOK1zeZSvnRrOoxsRjJ5nGhO0+ehn+aqvNCjThHnk+ Na3JA4dUaAOv0PHPxhC8Bg== /in/edgar/work/0000711642-00-000299/0000711642-00-000299.txt : 20001114 0000711642-00-000299.hdr.sgml : 20001114 ACCESSION NUMBER: 0000711642-00-000299 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20000930 FILED AS OF DATE: 20001113 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: 759013 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 QUARTER ENDING SEPTEMBER 30, 2000 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 September 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) September 30, 2000
Assets Cash and cash equivalents $ 1,412 Receivables and deposits 1,471 Restricted escrows 137 Other assets 630 Investment properties: Land $ 11,635 Buildings and related personal property 88,432 100,067 Less accumulated depreciation (48,478) 51,589 $ 55,239 Liabilities and Partners' (Deficit) Capital Liabilities Accounts payable $ 218 Tenant security deposit liabilities 309 Accrued property taxes 990 Due to former affiliate 270 Other liabilities 571 Mortgage notes payable 59,221 Partners' (Deficit) Capital: General partner $ (9,491) Limited partners (89,292 units issued and outstanding) 3,151 (6,340) $ 55,239 See Accompanying Notes to Consolidated Financial Statements
b) CENTURY PROPERTIES FUND XIX CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) (in thousands, except unit data)
Three Months Nine Months Ended September 30, Ended September 30, 2000 1999 2000 1999 Revenues: Rental income $ 4,150 $ 4,030 $12,490 $12,119 Other income 245 203 666 565 Total revenues 4,395 4,233 13,156 12,684 Expenses: Operating 1,457 1,429 4,180 4,027 General and administrative 97 68 261 257 Depreciation 837 788 2,463 2,276 Interest 1,198 1,227 3,629 3,690 Property tax 323 300 1,037 899 Total expenses 3,912 3,812 11,570 11,149 Net income $ 483 $ 421 $ 1,586 $ 1,535 Net income allocated to general partner $ 58 $ 51 $ 188 $ 182 Net income allocated to limited partners 425 370 1,398 1,353 $ 483 $ 421 $ 1,586 $ 1,535 Net income per limited partnership unit $ 4.76 $ 4.14 $ 15.66 $ 15.15 Distributions per limited partnership unit $ .65 $ 13.26 $ 35.47 $ 52.49 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 -- (424) (3,167) (3,591) Net income for the nine months ended September 30, 2000 -- 188 1,398 1,586 Partners' (deficit) capital at September 30, 2000 89,292 $(9,491) $ 3,151 $(6,340) See Accompanying Notes to Consolidated Financial Statements
d) CENTURY PROPERTIES FUND XIX CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) (in thousands)
Nine Months Ended September 30, 2000 1999 Cash flows from operating activities: Net income $ 1,586 $ 1,535 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation 2,463 2,276 Amortization of loan costs and discount 74 87 Change in accounts: Receivables and deposits (517) (453) Other assets (83) (93) Accounts payable 38 123 Tenant security deposit liabilities (1) 8 Accrued property taxes 427 356 Other liabilities (66) (29) Net cash provided by operating activities 3,921 3,810 Cash flows from investing activities: Property improvements and replacements (1,477) (1,099) Net withdrawals from (deposits to) restricted escrows 183 (52) Net cash used in investing activities (1,294) (1,151) Cash flows from financing activities: Payment on mortgage notes payable (524) (478) Distributions to partners (3,591) (5,145) Net cash used in financing activities (4,115) (5,623) Net decrease in cash and cash equivalents (1,488) (2,964) Cash and cash equivalents at beginning of period 2,900 5,138 Cash and cash equivalents at end of period $ 1,412 $ 2,174 Supplemental disclosure of cash flow information: Cash paid for interest $ 3,558 $ 3,605 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 nine month periods ended September 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 (i) certain payments to affiliates for services and (ii) 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 nine months ended September 30, 2000 and 1999: 2000 1999 (in thousands) Property management fees (included in operating expenses) $666 $645 Reimbursement for services of affiliates (included in general and administrative and operating expenses and investment properties) 134 114 Partnership management fee (included in general partner distributions) 359 362 During the nine months ended September 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 $666,000 and $645,000 for the nine months ended September 30, 2000 and 1999, respectively. An affiliate of the Managing General Partner received reimbursement of accountable administrative expenses amounting to approximately $134,000 and $114,000 for the nine month periods ended September 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 $359,000 and $362,000 in Partnership management fees were paid along with the distributions from operations made during the nine months ended September 30, 2000 and 1999, respectively. In addition to its indirect ownership of the general partner interest in the Partnership, AIMCO and its affiliates currently own 48,628.66 limited partnership units in the Partnership representing 54.46% 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, which would include without limitation, voting on certain amendments to the Partnership Agreement and voting to remove the Managing General Partner. As a result of its ownership of 54.46% 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, an affiliate of the Managing General Partner, 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 nine months ended September 30, 2000, the Partnership distributed approximately $3,591,000 (approximately $3,167,000 to the limited partners or $35.47 per limited partnership unit) from operations. Subsequent to September 30, 2000 the Partnership declared and paid an operating distribution or approximately $380,000 (approximately $335,000 to the limited partners or $3.75 per limited partnership unit). During the nine months ended September 30, 1999, the Partnership distributed approximately $5,145,000 (approximately $4,687,000 to the limited partners or $52.49 per limited partnership unit). Approximately $3,623,000 (approximately $3,195,000 to the limited partners or $35.76 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 nine month periods ended September 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 September 30, 2000 Residential Other Totals Rental income $ 4,150 $ -- $ 4,150 Other income 244 1 245 Interest expense 1,198 -- 1,198 Depreciation 837 -- 837 General and administrative expense -- 97 97 Segment profit (loss) 579 (96) 483 Nine Months ended September 30, 2000 Residential Other Totals Rental income $12,490 $ -- $12,490 Other income 662 4 666 Interest expense 3,629 -- 3,629 Depreciation 2,463 -- 2,463 General and administrative expense -- 261 261 Segment profit (loss) 1,843 (257) 1,586 Total assets 55,140 99 55,239 Capital expenditures for investment properties 1,312 -- 1,312 Three Months ended September 30, 1999 Residential Other Totals Rental income $ 4,030 $ -- $ 4,030 Other income 196 7 203 Interest expense 1,227 -- 1,227 Depreciation 788 -- 788 General and administrative expense -- 68 68 Segment profit (loss) 482 (61) 421 Nine Months ended September 30, 1999 Residential Other Totals Rental income $12,119 $ -- $12,119 Other income 523 42 565 Interest expense 3,690 -- 3,690 Depreciation 2,276 -- 2,276 General and administrative expense -- 257 257 Segment profit (loss) 1,750 (215) 1,535 Total assets 57,197 301 57,498 Capital expenditures for investment properties 1,099 -- 1,099 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 Managing 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 is considering applications for lead counsel and has currently scheduled a hearing on the matter for November 20, 2000. 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 nine months ended September 30, 2000 and 1999: Average Occupancy Property 2000 1999 Sunrunner Apartments 97% 94% 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% 94% Atlanta, Georgia Greenspoint Apartments 94% 95% Phoenix, Arizona Sandspoint Apartments 94% 94% Phoenix, Arizona The Managing General Partner attributes the increase in occupancy at Sunrunner to enhanced marketing efforts and an improvement in the local market. Results of Operations The Partnership realized net income of approximately $1,586,000 and $1,535,000 for the nine month periods ended September 30, 2000 and 1999, respectively. For the three month periods ended September 30, 2000 and 1999, the Partnership realized net income of approximately $483,000 and $421,000, respectively. The increase in net income for the three and nine month periods ended September 30, 2000 is attributable to an increase in total revenues largely offset by an increase in total expenses. The increase in total revenues for the three and nine month periods ended September 30, 2000 is due to an increase in rental and other income. The increase in rental income is the result of an increase in rental rates at all of the Partnership's investment properties along with the increase in occupancy at Sunrunner, Vinings Peak, and Plantation Crossing. The increase in other income is primarily due to an increase in tenant reimbursements at all of the Partnership's properties, and an increase in late charges charged at a majority of the properties. The increase in total expenses for the three and nine month periods ended September 30, 2000 is primarily attributable to an increase in operating, depreciation, and property tax expenses which was partially offset by a decrease in interest expense. The increase in operating expenses for the three and nine month periods ended September 30, 2000 is the result of increased insurance expense at McMillian Apartments and increased property expenses at Sunrunner, Misty Woods, Plantation Crossing, Greenspoint, and Sands Point Apartments. The increase in insurance expense at McMillian Apartments is a result of the timing of the receipt of insurance premium notices at this property along with the receipt of premium refunds during 1999 as a result of the delays in invoicing. Property expense increased as a result of increased salary expense and utility costs. The increase in depreciation expense is the result of the increase in capital asset additions during the past twelve months. The increase in property tax expense is primarily due to higher assessed values at several properties. Interest expense decreased for the three and nine months ended September 30, 2000 and 1999 as a result of scheduled payments of principal on the mortgages encumbering the investment properties. The increase in general and administrative expense during the three months ended September 30, 2000, is primarily due to an increase in reimbursements to the Managing General Partner allowed under the Partnership Agreement. General and administrative expenses remained relatively constant for the nine months ended September 30, 2000. Included in general and administrative expense at both September 30, 2000 and 1999 are costs associated with the quarterly and annual communications with investors and regulatory agencies and the annual audit required by the Partnership Agreement. 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 September 30, 2000, the Registrant had cash and cash equivalents of approximately $1,412,000 as compared to approximately $2,174,000 at September 30, 1999. For the nine months ended September 30, 2000, cash and cash equivalents decreased approximately $1,488,000 from the Registrant's year ended December 31, 1999. The decrease in cash and cash equivalents is due to approximately $4,115,000 of cash used in financing activities and approximately $1,294,000 of cash used in investing activities partially offset by approximately $3,921,000 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 floor covering replacements, swimming pool and structural improvements, plumbing enhancements, and major landscaping. During the nine months ended September 30, 2000, the Partnership completed approximately $119,000 of capital improvements consisting primarily of floor covering replacement, major landscaping, swimming pool improvements, structural improvements, and plumbing enhancements. These improvements were funded from operating cash flow. Misty Woods Apartments Approximately $68,000 has been budgeted for 2000 for capital improvements at Misty Woods consisting primarily of floor covering replacements, appliance replacements, wall coverings, counter tops, and other building improvements. During the nine months ended September 30, 2000, the Partnership completed approximately $147,000 of budgeted and non budgeted capital improvements consisting primarily of structural improvements, floor covering replacements, perimeter fencing, wall coverings, land improvements, and other building improvements. These improvements were funded from operating cash flow. McMillian Place Apartments Approximately $277,000 has been budgeted for 2000 for capital improvements at McMillian Place consisting primarily of appliance replacement, floor covering replacements, interior decorating, and exterior painting. During the nine months ended September 30, 2000, the Partnership completed approximately $146,000 of capital improvements consisting primarily of appliances, floor covering replacements, and air conditioning replacements. These improvements were funded from operating cash flow. Vinings Peak Apartments Approximately $245,000 has been budgeted for 2000 for capital improvements at Vinings Peak consisting primarily of floor covering replacements, appliance replacements, wall coverings, and other building improvements. During the nine months ended September 30, 2000, the Partnership completed approximately $206,000 of capital improvements consisting primarily of floor covering replacement, wall coverings, and a submetering project, and other building improvements. These improvements were funded from operating cash flow. Wood Lake Apartments Approximately $245,000 has been budgeted for 2000 for capital improvements at Wood Lake consisting primarily of floor covering replacements, wall coverings, appliance replacement, and other building improvements. During the nine months ended September 30, 2000, the Partnership completed approximately $176,000 of capital improvements consisting primarily of plumbing and floor covering replacement, wall coverings, plumbing enhancements and a submetering project. These improvements were funded from operating cash flow. Plantation Crossing Apartments Approximately $201,000 has been budgeted for 2000 for capital improvements at Plantation Crossing consisting primarily of floor covering replacements, appliance replacements and other building improvements. During the nine months ended September 30, 2000, the Partnership completed approximately $212,000 of budgeted and non budgeted capital improvements consisting primarily of major landscaping, submetering equipment, floor covering and appliance replacements and other building improvements. These improvements were funded from operating cash flow. Greenspoint Apartments Approximately $135,000 has been budgeted for 2000 for capital improvements at Greenspoint consisting primarily of floor covering replacements, major landscaping, lighting upgrades, HVAC replacements, and plumbing improvements. During the nine months ended September 30, 2000, the Partnership completed approximately $149,000 of budgeted and non budgeted capital improvements consisting primarily of major landscaping, floor covering replacements, appliances, structural improvements, and air conditioning replacements. These improvements were funded from operating cash flow. Sandspoint Apartments Approximately $166,000 has been budgeted for 2000 for capital improvements at Sands Point consisting primarily of floor covering replacements, major landscaping, roof replacements, exterior painting, plumbing improvements, and parking lot resurfacing. During the nine months ended September 30, 2000, the Partnership completed approximately $157,000 of capital improvements consisting primarily of plumbing enhancements, appliances, roof replacements, floor covering replacement, air conditioning replacements, and exterior painting. These improvements were funded from operating cash flow. 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 $59,221,000, 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 nine months ended September 30, 2000, the Partnership distributed approximately $3,591,000 (approximately $3,167,000 to the limited partners or $35.47 per limited partnership unit) from operations. During the nine months ended September 30, 1999, the Partnership distributed approximately $5,145,000 (approximately $4,687,000 to the limited partners or $52.49 per limited partnership unit). Approximately $3,623,000 (approximately $3,193,000 to the limited partners or $35.76 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. Subsequent to September 30, 2000, the Partnership declared and paid an operating distribution of approximately $380,000 (approximately $335,000 to the limited partners or $3.75 per limited partnership unit). The Partnership's distribution policy is reviewed on a quarterly 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 Managing 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 is considering applications for lead counsel and has currently scheduled a hearing on the matter for November 20, 2000. 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 September 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: November 13, 2000 EX-27 2 0002.txt THIRD QUARTER 10-QSB
5 This schedule contains summary financial information extracted from Century Pension Fund XIX 2000 Third Quarter 10-QSB and is qualified in its entirety by reference to such 10-QSB filing. 0000705752 Century Pension Fund XIX 1,000 9-MOS DEC-31-2000 JUL-01-2000 SEP-30-2000 1,412 0 1,471 0 0 0 100,067 48,478 55,239 0 59,221 0 0 0 (6,340) 55,239 0 13,156 0 0 11,570 0 3,629 0 0 0 0 0 0 1,586 15.66 0 Registrant has an unclassified balance sheet. Multiplier is 1.
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