-----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, TJdRwNuU5H6i4D96k0zqGFXJeiwvy62/YsPyq9YZY3kMvKIhQRTKWgZNA06YFjvq 0QMdCyFMTRFG9J+P6zlDpg== 0000768834-96-000003.txt : 19960513 0000768834-96-000003.hdr.sgml : 19960513 ACCESSION NUMBER: 0000768834-96-000003 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19960331 FILED AS OF DATE: 19960510 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: CENTURY PROPERTIES FUND XIX CENTRAL INDEX KEY: 0000705752 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE [6500] IRS NUMBER: 942887133 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10QSB SEC ACT: 1934 Act SEC FILE NUMBER: 000-11935 FILM NUMBER: 96559849 BUSINESS ADDRESS: STREET 1: ONE INSIGNIA FINANCIAL PLZ STREET 2: PO BOX 1089 C/O INSIGNIA FINANICAL GROUP CITY: GREENVILLE STATE: SC ZIP: 29602 BUSINESS PHONE: 8032391000 MAIL ADDRESS: STREET 1: 5665 NORTHSIDE DRIVE NW STREET 2: SUITE 370 CITY: ATLANTA STATE: GA ZIP: 30328 10QSB 1 FORM 10-QSB--QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 (As last amended in Rel. No. 312905, eff. 4/26/93.) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 1996 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 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.) One Insignia Financial Plaza Greenville, South Carolina 29602 (Address of principal executive offices) (Zip Code) Issuer's telephone number (864) 239-1000 Indicate by check mark whether the 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 . PART I - FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS a) CENTURY PROPERTIES FUND XIX CONSOLIDATED BALANCE SHEET (Unaudited) (in thousands, except unit data) March 31, 1996
Assets Cash and cash equivalents $ 3,153 Other assets and deferred costs 2,095 Investment properties: Land $ 11,681 Buildings and related personal property 82,547 94,228 Less accumulated depreciation (35,063) 59,165 $ 64,413 Liabilities and Partners' Capital (Deficit) Liabilities Accrued expenses and other liabilities $ 1,636 Mortgage notes payable 62,152 Partners' Capital (Deficit): General partners $ (8,996) Limited partners (89,292 units outstanding) 9,621 625 $ 64,413 See Accompanying Notes to Consolidated Financial Statements
b) CENTURY PROPERTIES FUND XIX CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) (in thousands, except unit data)
Three Months Ended March 31, 1996 1995 Revenues: Rental income $ 3,877 $ 3,649 Other income 33 17 Total revenues 3,910 3,666 Expenses: Operating 1,835 1,731 Interest 1,291 1,577 Depreciation 689 684 General and administrative 133 60 Total expenses 3,948 4,052 Net loss $ (38) $ (386) Net loss allocated to general partners $ (4) $ (46) Net loss allocated to limited partners (34) (340) Net loss $ (38) $ (386) Net loss per limited partnership unit $ (.37) $ (3.81) See Accompanying Notes to Consolidated Financial Statements
c) CENTURY PROPERTIES FUND XIX CONSOLIDATED STATEMENTS OF PARTNERS' CAPITAL (DEFICIT) (Unaudited) (in thousands, except unit data)
Limited Partnership General Limited Units Partners Partners Total Original capital contributions 89,292 $ -- $ 89,292 $ 89,292 Partners' (deficit) capital at December 31, 1995 89,292 $(8,992) $ 9,655 $ 663 Net loss for the three months ended March 31, 1996 -- (4) (34) (38) Partners' (deficit) capital at March 31, 1996 89,292 $(8,996) $ 9,621 $ 625 See Accompanying Notes to Consolidated Financial Statements
d) CENTURY PROPERTIES FUND XIX CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) (in thousands)
Three Months Ended March 31, 1996 1995 Cash flows from operating activities: Net loss $ (38) $ (386) Adjustments to reconcile net loss to cash provided by operating activities: Depreciation 689 684 Amortization 31 103 Change in accounts: Other assets and deferred costs (140) (373) Accrued expenses and other liabilities 323 127 Net cash provided by operating activities 865 155 Cash flows from investing activities Property improvements and replacements (328) (62) Decrease in restricted cash -- 104 Net cash (used in) provided by investing activities (328) 42 Cash flows from financing activities Mortgage principal repayments (190) (73) Loan costs (62) -- Net cash used in financing activities (252) (73) Net increase in cash and cash equivalents 285 124 Cash and cash equivalents at beginning of period 2,868 218 Cash and cash equivalents at end of period $ 3,153 $ 342 Supplemental information: Interest paid $ 1,214 $ 1,428 See Accompanying Notes to Consolidated Financial Statements
e) CENTURY PROPERTIES FUND XIX NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Note A - Basis of Presentation The accompanying unaudited financial statements 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 the Managing General Partner, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three month period ended March 31, 1996, are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 1996. For further information, refer to the financial statements and footnotes thereto included in the Partnership's annual report on Form 10-K for the year ended December 31, 1995. Certain reclassifications have been made to the 1995 information to conform to the 1996 presentation. Note B - Transactions with Affiliated Parties Century Properties Fund XIX (the "Partnership") has no employees and is dependent on NPI Equity Investments II, Inc. ("NPI Equity" or "the Managing General Partner") and its affiliates for the management and administration of all partnership activities. The Partnership Agreement provides for payments to affiliates for services and as reimbursement of certain expenses incurred by affiliates on behalf of the Partnership. The following transactions with Insignia Financial Group, Inc. ("Insignia"), National Property Investors, Inc. ("NPI"), and affiliates were charged to expense in 1996 and 1995:
For the Three Months Ended March 31, 1996 1995 Property management fees (included in operating expenses) $184,000 $167,000 Reimbursement for services of affiliates (included in general and administrative expenses) 74,000 36,000
For the period from January 19, 1996, to March 31, 1996, the Partnership insured its property under a master policy through an agency and insurer unaffiliated with the Managing General Partner. An affiliate of the Managing General Partner acquired, in the acquisition of a business, certain financial obligations from an insurance agency which was later acquired by the agent who placed the current year's master policy. The current agent assumed the financial obligations to the affiliate of the Managing General Partner who received payments on these obligations from the agent. The amount of the Partnership's insurance premiums accruing to the benefit of the affiliate of the Managing General Partner by virtue of the agent's obligations is not significant. Fox Partners II, a California general partnership, is the general partner of the Registrant. The general partners of Fox Partners II are Fox Capital Management Corporation (the "Managing General Partner"), a California corporation, Fox Realty Investors ("FRI"), a California general partnership, and Fox Partners 83, a California general partnership. On December 6, 1993, the shareholders of the Managing General Partner entered into a Voting Trust Agreement with NPI Equity pursuant to which NPI Equity was granted the right to vote 100% of the outstanding stock of the Managing General Partner. In addition, NPI Equity became the managing partner of FRI. As a result, NPI Equity indirectly became responsible for the operation and management of the business and affairs of the Registrant. On August 17, 1995, the stockholders of NPI entered into an agreement to sell to IFGP Corporation, a Delaware corporation, an affiliate of Insignia, a Delaware corporation, all of the issued outstanding common stock of NPI for an aggregate purchase price of $1,000,000. NPI is the sole shareholder of the Managing General Partner. The closing of the transactions contemplated by the above mentioned agreement (the "Closing") occurred on January 19, 1996. Upon the Closing, the officers and directors of NPI and the Managing General Partner resigned and IFGP Corporation caused new officers and directors of each of those entities to be elected. ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION The Partnership's investment properties consist of eight apartment complexes. The following table sets forth the average occupancy of the properties for the three months ended March 31, 1996 and 1995: Average Occupancy Property 1996 1995 Sunrunner Apartments St. Petersburg, Florida 94% 95% Misty Woods Apartments Charlotte, North Carolina 95% 98% McMillan Place Apartments Dallas, Texas 95% 97% Vinings Peak Apartments (formerly Wood Ridge Apartments) Atlanta, Georgia 97% 94% Plantation Crossing Atlanta, Georgia 94% 96% Wood Lake Apartments Atlanta, Georgia 94% 96% Greenspoint Apartments Phoenix, Arizona 95% 97% Sandspoint Apartments Phoenix, Arizona 96% 95% Occupancy at Vinings Peak increased 4% over occupancy at March 31, 1995. The Managing General Partner attributes this increase to the increase in rental rates and winter weather in the first quarter of 1995 which made leasing activity unusually slow. Occupancy rebounded to 96% during the quarter ended June 30, 1995. The partnership's net loss for the three months ended March 31, 1996, was approximately $38,000 versus approximately $386,000 for the same period of 1995. The decrease in the net loss is primarily attributable to an increase in rental revenue and a decrease in interest expense. The increase in rental revenue is primarily the result of increased rental rates. The decrease in interest expense is due to the 1995 refinancing of six of the eight properties' mortgage indebtedness at lower interest rates. Also contributing to the decrease in net loss is an increase in other income due to an increase in interest income due to additional cash balances as a result of the 1995 refinancings. Partially offsetting this decrease in net loss is an increase in general and administrative expense resulting from costs in connection with personnel in Greenville and Atlanta during the transitioning of the Managing General Partner. Also contributing to this increase in expense is additional costs in connection with dissolving the lower tier partnerships pursuant to the terms of the refinancings. 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 rent, maintaining or increasing occupancy levels and protecting the Partnership from increases in expense. 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. At March 31, 1996, the Partnership had unrestricted cash of $3,153,000 as compared to $342,000 at March 31, 1995. Net cash provided by operating activities increased primarily as a result of an increase in accrued expenses and other liabilities due to the prepayment of rent and to the timing of payment for outstanding payables. The increase in cash used in investing activities is due to an increase in property replacements which included the purchase of washing machines and dryers for the apartments at Greenspoint. The increase in cash used in financing activities is due to three of the properties having interest only payments prior to the 1995 refinancings. An affiliate of the Managing General partner has made available to the Registrant a credit line of up to $150,000 per property owned by the Registrant. The Partnership has no outstanding amounts due under this line of credit. Based on present plans, management 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 Partnership. Such assets are currently thought to be sufficient for any near-term needs of the partnership. The mortgage indebtedness of approximately $62,152,000 is amortized over varying periods with required balloon payments ranging from January 1997 to January 2006, at which time the properties will either be refinanced or sold. The Partnership is prohibited from making distributions from operations until the mortgages encumbering McMillan Place Apartments are satisfied. Future cash distributions will depend on the levels of cash generated from operations, a property sale, and the availability of cash reserves. No cash distributions were paid in 1995 or during the first quarter of 1996. PART II - OTHER INFORMATION 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: A Form 8-K dated January 19, 1996, was filed reporting the change in control of the registrant. 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 Its General Partner By: FOX CAPITAL MANAGEMENT CORPORATION, A General Partner By: /s/William H. Jarrard, Jr. William H. Jarrard, Jr. President and Director By: /s/Ronald Uretta Ronald Uretta Principal Financial Officer and Principal Accounting Officer Date: May 10, 1996 EX-27 2
5 This schedule contains summary financial information extracted from Century Properties Fund XIX 1996 First Quarter 10-QSB and is qualified in its entirety by reference to such 10-QSB filing. 0000705752 CENTURY PROPERTIES FUND XIX 1,000 3-MOS DEC-31-1996 MAR-31-1996 3,153 0 0 0 0 0 94,228 35,063 64,413 0 62,152 0 0 0 625 64,413 0 3,910 0 0 3,948 0 1,291 (38) 0 (38) 0 0 0 (38) (.37) 0 The Registrant has an unclassified balance sheet.
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