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UNITED STATES

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 September 30, 2012

 

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, LP

(Exact name of registrant as specified in its charter)

 

 

 

Delaware

94-2887133

(State or other jurisdiction of

(I.R.S. Employer

incorporation or organization)

Identification No.)

 

80 International Drive, PO Box 1089

Greenville, South Carolina  29602

(Address of principal executive offices)

 

(864) 239-1000

(Registrant’s telephone number, including area code)

 

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. 

[X] Yes  [ ] No

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). [X] Yes  [ ] No

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer [ ]

Accelerated filer [ ]

Non-accelerated filer [ ]

(Do not check if a smaller reporting company)

Smaller reporting company [X]

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). [ ] Yes  [X] No

 

 


PART I – FINANCIAL INFORMATION

 

 

ITEM 1.     FINANCIAL STATEMENTS

 

 

CENTURY PROPERTIES FUND XIX, LP

 

BALANCE SHEETS

(Unaudited)

(in thousands)

 

 

September 30,

December 31,

 

 

2012

2011

 

 

 

 

Assets:

 

 

Cash and cash equivalents

 $  3,087

 $    453

Receivables and deposits

       88

      138

Other assets

      441

      589

Investment properties:

 

 

Land

    2,838

    2,838

Buildings and related personal property

   54,522

   53,994

Total investment property

   57,360

   56,832

Less accumulated depreciation

  (41,871)

  (38,472)

Investment property, net

   15,489

   18,360

Assets held for sale

       --

   11,110

Total assets

 $ 19,105

 $ 30,650

 

 

 

Liabilities and Partners' Deficit:

 

 

Liabilities:

 

 

Accounts payable

 $    109

 $    156

Tenant security deposit liabilities

      123

      121

Accrued property taxes

      267

       --

Other liabilities

      537

      598

Due to affiliates

       --

    6,715

Mortgage notes payable

   30,291

   30,607

Liabilities related to assets held for sale

       --

   22,559

Total liabilities

   31,327

   60,756

 

 

 

Partners' Deficit:

 

 

General partner

   (7,671)

  (10,789)

Limited partners

   (4,551)

  (19,317)

Total partners’ deficit

  (12,222)

  (30,106)

Total liabilities and partners’ deficit

 $ 19,105

 $ 30,650

 

See Accompanying Notes to Financial Statements

 


CENTURY PROPERTIES FUND XIX, LP

 

STATEMENTS OF OPERATIONS

(Unaudited)

(in thousands, except per unit data)

 

 

 

Three Months Ended

September 30,

Nine Months Ended

September 30,

 

2012

2011

2012

2011

 

Revenues:

 

 

 

 

  Rental income

 $ 1,393

 $ 1,307

 $ 4,177

 $ 3,911

  Other income

     159

     145

     479

     389

Total revenues

   1,552

   1,452

   4,656

   4,300

 

 

 

 

 

Expenses:

 

 

 

 

  Operating

     510

     538

   1,497

   1,480

  General and administrative

      67

      79

     213

     251

  Depreciation

   1,207

   1,243

   3,671

   3,735

  Interest

     430

     506

   1,368

   1,496

  Property taxes

      89

     (27)

     267

     165

  Loss on early extinguishment

    of debt

 

      --

 

      --

 

      --

 

     997

Total expenses

   2,303

   2,339

   7,016

   8,124

 

 

 

 

 

Loss from continuing operations

    (751)

    (887)

  (2,360)

  (3,824)

Loss from discontinued

 

 

 

 

  operations

  (2,909)

    (473)

  (3,470)

  (1,352)

Gain from sale of discontinued

 

 

 

 

  operations

   9,106

      --

  31,435

      --

Net income (loss)

 $ 5,446

 $(1,360)

 $25,605

 $(5,176)

 

 

 

 

 

Net income (loss) allocated to

  general partner

 

 $   710

 

 $  (160)

 

 $ 3,273

 

 $  (611)

Net income (loss) allocated to

  limited partners

 

 $ 4,736

 

 $(1,200)

 

 $22,332

 

 $(4,565)

 

 

 

 

 

Per limited partnership unit:

 

 

 

 

Loss from continuing operations

 $ (7.41)

 $ (8.77)

 $(23.32)

 $(37.78)

Loss from discontinued

 

 

 

 

  operations

  (28.76)

   (4.67)

  (34.30)

  (13.35)

Gain from sale of discontinued

 

 

 

 

  operations

   89.24

      --

  307.88

      --

 

 

 

 

 

Net income (loss) per limited

  partnership unit

 

 $ 53.07

 

 $(13.44)

 

 $250.26

 

 $(51.13)

 

 

 

 

 

Distributions per limited

  partnership unit

 

 $  4.83

 

 $    --

 

 $ 84.79

 

 $    --

 

See Accompanying Notes to Financial Statements

 



CENTURY PROPERTIES FUND XIX, LP

 

STATEMENTS OF CASH FLOWS

(Unaudited)

(in thousands)

 

 

Nine Months Ended

 

September 30,

 

2012

2011

Cash flows from operating activities:

 

 

Net income (loss)

$ 25,605

 $ (5,176)

Adjustments to reconcile net income (loss) to net cash

 

 

provided by operating activities:

 

 

Depreciation

   4,617

   5,777

Amortization of loan costs

      51

      92

Gain from sale of discontinued operations

  (31,435)

      --

Loss on early extinguishment of debt

   2,701

     997

Change in accounts:

 

 

Receivables and deposits

     195

      (22)

Other assets

     118

      10

Accounts payable

      22

      (41)

 

Tenant security deposit liabilities

     (142)

       (4)

Accrued property taxes

     164

     422

Other liabilities

     (237)

     109

Due to affiliates

     (942)

   (1,160)

Net cash provided by operating activities

     717

   1,004

 

 

 

Cash flows from investing activities:

 

 

Insurance proceeds received

      --

       2

Property improvements and replacements

   (1,022)

     (619)

Proceeds from sale of discontinued operations

  41,505

      --

Net cash provided by (used in) investing activities

  40,483

     (617)

 

 

 

Cash flows from financing activities:

 

 

Payments on mortgage notes payable

     (500)

     (766)

Repayment of mortgage notes payable

  (22,019)

  (19,031)

Proceeds from mortgage notes payable

      --

  30,810

Loan costs paid

      --

     (342)

Prepayment penalties paid

   (2,553)

     (755)

Repayment of advances from affiliate

   (5,773)

  (10,904)

Advances from affiliate

      --

     651

Distributions to partners

   (7,721)

      --

Net cash used in financing activities

  (38,566)

     (337)

 

 

 

Net increase in cash and cash equivalents

   2,634

      50

Cash and cash equivalents at beginning of period

     453

     231

Cash and cash equivalents at end of period

$  3,087

$    281

 

 

 

Supplemental disclosure of cash flow information:

 

 

Cash paid for interest

$  2,592

$  3,662

 

 

 

Supplemental disclosure of non-cash activity:

 

 

Property improvements and replacements included in

 

 

accounts payable

$     52

$    105

 

See Accompanying Notes to Financial Statements

 


CENTURY PROPERTIES FUND XIX, LP

 

NOTES TO FINANCIAL STATEMENTS

(Unaudited)

 

Note A – Basis of Presentation

 

The accompanying unaudited financial statements of Century Properties Fund XIX, LP (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-Q and Article 8-03 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. The general partner of the Partnership is Fox Partners II, a California general partnership. The general partners of Fox Partners II are Fox Capital Management Corporation ("FCMC" or the "Managing General Partner"), a California corporation, and Fox Realty Investors ("FRI"), a California general partnership. The Managing General Partner is a subsidiary of Apartment Investment and Management Company ("Aimco"), a publicly traded real estate investment trust. In the opinion of the Managing General Partner, all adjustments (consisting of normal recurring items) considered necessary for a fair presentation have been included. Operating results for the three and nine month periods ended September 30, 2012 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2012. The balance sheet at December 31, 2011 has been derived from the audited financial statements at that date but does not include all of the information and disclosures required by generally accepted accounting principles for complete financial statements. For further information, refer to the financial statements and footnotes thereto included in the Partnership's Annual Report on Form 10-K for the fiscal year ended December 31, 2011.

 

At September 30, 2012 and December 31, 2011, the Partnership had outstanding 89,235 limited partnership units.

 

The Partnership’s management evaluated subsequent events through the time this Quarterly Report on Form 10-Q was filed.

 

The accompanying statements of operations for the three and nine months ended September 30, 2011 have been restated to reflect the operations of Greenspoint at Paradise Valley and Tamarind Bay Apartments as loss from discontinued operations and the accompanying balance sheet as of December 31, 2011 has also been restated to reflect the respective assets and liabilities of Greenspoint at Paradise Valley and Tamarind Bay Apartments as held for sale due to their sales on March 29, 2012 and September 28, 2012, respectively (see “Note E”).

 

The following tables present summarized results of operations for Greenspoint at Paradise Valley and Tamarind Bay Apartments for the three and nine months ended September 30, 2012 and 2011 (in thousands):

 

Three Months

Ended

September 30,

2012

Three Months

Ended

September 30,

2011

Nine Months

Ended

September 30,

2012

Nine Months

Ended

September 30,

2011

 

 

 

 

 

Revenues

$   412

$ 1,218

$ 2,083

$ 3,607

Expenses

    (624)

  (1,691)

  (2,852)

  (4,959)

Loss on extinguishment

 of debt

   

  (2,697)

 

     --

 

  (2,701)

 

    --

Loss from discontinued

 operations

 

 $(2,909)

 

 $  (473)

 

 $(3,470)

 

$(1,352)

 

Net Income (Loss) and Distributions Per Limited Partnership Unit

 

Net income (loss) per limited partnership unit (the “Units”) is computed by dividing net income (loss) allocated to the limited partners by the number of Units outstanding at the beginning of the fiscal year. Distributions per Unit for the three and nine months ended September 30, 2012 was computed by dividing the number of Units outstanding at the beginning of the year. The number of Units used was 89,235 and 89,274 for the three and nine months ended September 30, 2012 and 2011, respectively.

 

Certain reclassifications have been made to the 2011 balances to conform to the 2012 presentation.

 

Note B – Transactions with Affiliated Parties

 

The Partnership has no employees and depends 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.

 

Affiliates of the Managing General Partner receive 5% of gross receipts from all of the Partnership's properties as compensation for providing property management services. The Partnership paid to such affiliates approximately $336,000 and $392,000 for the nine months ended September 30, 2012 and 2011, respectively, which are included in operating expenses and loss from discontinued operations.

 

An affiliate of the Managing General Partner charged the Partnership for reimbursement of accountable administrative expenses amounting to approximately $63,000 and $96,000 for the nine months ended September 30, 2012 and 2011, respectively, which is included in general and administrative expenses. At December 31, 2011, approximately $371,000 of reimbursements were due to the Managing General Partner and were included in due to affiliates. There were no such amounts owed at September 30, 2012.

 

Pursuant to the Partnership Agreement, for managing the affairs of the Partnership, the Managing General Partner is entitled to receive a Partnership management fee equal to 10% of the Partnership's adjusted cash from operations as distributed. During the nine months ended September 30, 2012 and 2011, no fee was earned as there were no distributions from operations.

 

AIMCO Properties, L.P., 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. Prior to 2011, this credit limit was exceeded. During the nine months ended September 30, 2011, AIMCO Properties, L.P. advanced the Partnership approximately $651,000 to fund loan application deposits and mortgage refinancing commitment fees related to The Peak at Vinings Mountain and Lakeside at Vinings Mountain. There were no such advances made during the nine months ended September 30, 2012. AIMCO Properties, L.P. charges interest on advances under the terms permitted by the Partnership Agreement. The interest rates charged on the outstanding advances made to the Partnership ranged from the prime rate plus 0.5% to a variable rate based on the prime rate plus a market rate adjustment for similar type loans. Affiliates of the Managing General Partner review the market rate adjustment quarterly. Interest expense was approximately $70,000 and $409,000 for the nine months ended September 30, 2012 and 2011, respectively. During the nine months ended September 30, 2012 and 2011, the Partnership repaid approximately $6,414,000 and $12,565,000, respectively, of advances and accrued interest with proceeds from the sale of Greenspoint at Paradise Valley, refinancing proceeds and cash from operations. At December 31, 2011, the total advances and accrued interest due to AIMCO Properties, L.P. were approximately $6,344,000 and are included in due to affiliates. No such amounts were owed at September 30, 2012. The Partnership may receive additional advances of funds from AIMCO Properties, L.P. although AIMCO Properties, L.P. is not obligated to provide such advances.  For more information on AIMCO Properties, L.P., including copies of its audited balance sheets, please see its reports filed with the Securities and Exchange Commission. Subsequent to September 30, 2012, AIMCO Properties, L.P. advanced the Partnership approximately $492,000 to fund real estate taxes at both of the Partnership’s remaining investment properties.

 

The Partnership insures its properties up to certain limits through coverage provided by Aimco which is generally self-insured for a portion of losses and liabilities related to workers’ compensation, property casualty, general liability, and vehicle liability. The Partnership insures its properties above the Aimco limits through insurance policies obtained by Aimco from insurers unaffiliated with the Managing General Partner. During the nine months ended September 30, 2012, the Partnership was charged by Aimco and its affiliates approximately $106,000 for hazard insurance coverage and fees associated with policy claims administration.  Additional charges will be incurred by the Partnership during 2012 as other insurance policies renew later in the year.  The Partnership was charged by Aimco and its affiliates approximately $159,000 for insurance coverage and fees associated with policy claims administration during the year ended December 31, 2011.

 

Note C – Refinancing of Mortgage Notes Payable

 

On May 2, 2011, the Partnership refinanced the mortgage debt encumbering Lakeside at Vinings Mountain. The refinancing replaced the existing mortgage loans, which at the time of refinancing had an aggregate principal balance of approximately $9,170,000, with a new mortgage loan in the principal amount of $14,982,000. The new loan bears interest at a rate of 5.53% per annum and requires monthly payments of principal and interest of approximately $85,000 beginning on July 1, 2011, through the June 1, 2021 maturity date.  The new mortgage loan has a balloon payment of approximately $12,405,000 due at maturity. The Partnership may prepay the mortgage at any time with 30 days written notice to the lender, subject to a prepayment penalty. In connection with the payoff of the existing mortgage debt, the Partnership recognized a loss on early extinguishment of debt of approximately $482,000 during the nine months ended September 30, 2011, due to the write off of unamortized loan costs and a prepayment penalty. Total capitalized loan costs associated with the new mortgage were approximately $189,000, approximately $169,000 of which was incurred during the nine months ended September 30, 2011, and are included in other assets.

 

On May 2, 2011, the Partnership refinanced the mortgage debt encumbering The Peak at Vinings Mountain. The refinancing replaced the existing mortgage loans, which at the time of refinancing had an aggregate principal balance of approximately $9,861,000, with a new mortgage loan in the principal amount of $15,828,000. The new loan bears interest at a rate of 5.54% per annum and requires monthly payments of principal and interest of approximately $90,000 beginning on July 1, 2011, through the June 1, 2021 maturity date. The new mortgage loan has a balloon payment of approximately $13,109,000 due at maturity. The Partnership may prepay the mortgage at any time with 30 days written notice to the lender, subject to a prepayment penalty. In connection with the payoff of the existing mortgage debt, the Partnership recognized a loss on early extinguishment of debt of approximately $515,000 during the nine months ended September 30, 2011, due to the write off of unamortized loan costs and a prepayment penalty. Total capitalized loan costs associated with the new mortgage were approximately $201,000, approximately $173,000 of which was incurred during the nine months ended September 30, 2011, and are included in other assets.

 

Note D – Fair Value of Financial Instruments

 

Financial Accounting Standards Board Accounting Standards Codification Topic 825, “Financial Instruments”, requires disclosure of fair value information about financial instruments, whether or not recognized in the balance sheet, for which it is practicable to estimate fair value. Fair value is defined as the amount at which the instruments could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale. The Partnership is required to classify these fair value measurements into one of three categories, based on the nature of the inputs used in the fair value measurement.  Level 1 of the hierarchy includes fair value measurements based on unadjusted quoted prices in active markets for identical assets or liabilities the Partnership can access at the measurement date.  Level 2 includes fair value measurements based on inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly.  Level 3 includes fair value measurements based on unobservable inputs.  The classification of fair value measurements is subjective and generally accepted accounting principles requires the Partnership to disclose more detailed information regarding those fair value measurements classified within the lower levels of the hierarchy. The Partnership believes that the carrying amount of its financial instruments (except for mortgage notes payable) approximates their fair value due to the short-term maturity of these instruments. The Partnership estimates the fair value of its mortgage notes payable by discounting future cash flows using a discount rate commensurate with that currently believed to be available to the Partnership for similar term, mortgage notes payable. The Partnership has classified this fair value measurement within Level 2 of the fair value hierarchy. At September 30, 2012, the fair value of the Partnership's mortgage notes payable at the Partnership's incremental borrowing rate was approximately $34,506,000.

 

Note E – Sale of Investment Properties

 

On March 29, 2012, the Partnership sold Greenspoint at Paradise Valley to a third party for a gross sale price of $29,750,000. The net proceeds realized by the Partnership were approximately $29,432,000 after payment of closing costs.  The Partnership used approximately $15,349,000 of the net proceeds to repay the mortgages encumbering the property. As a result of the sale, the Partnership recorded a gain of approximately $22,329,000 for the nine months ended September 30, 2012, which is included in gain from sale of discontinued operations. In addition, the Partnership recorded a loss on the early extinguishment of debt of approximately $4,000 due to the write off of unamortized loan costs, which is included in loss from discontinued operations.

 

On September 28, 2012, the Partnership sold Tamarind Bay Apartments to a third party for a gross sale price of $12,750,000.  The net proceeds realized by the Partnership were approximately $12,073,000 after payment of closing costs and a credit for approximately $381,000 to the purchaser for capital improvements. The Partnership used approximately $6,670,000 of the net proceeds to repay the mortgages encumbering the property.  As a result of the sale, the Partnership recorded a gain of approximately $9,106,000 for the three and nine months ended September 30, 2012, which is included in gain from sale of discontinued operations. In addition, the Partnership recorded a loss on the early extinguishment of debt of approximately $2,697,000 due to the write off of unamortized loan costs of approximately $144,000 and the payment of a prepayment penalty of approximately $2,553,000, which is included in loss from discontinued operations.

 

Note F – Distributions

 

The Partnership distributed the following amounts during the nine months ended September 30, 2012 and 2011:

 

 

 

Nine Months Ended

September 30, 2012

 

Per Limited

Partnership

Unit

 

Nine Months Ended

September 30, 2011

 

Per Limited

Partnership

Unit

 

 

 

 

 

Sale (1)

$ 7,721,000

$ 84.79

$    --

$    --

 

(1)     Proceeds from the March 2012 sale of Greenspoint at Paradise Valley.

 

Subsequent to September 30, 2012, the Partnership distributed approximately $2,531,000, (approximately $2,480,000 to the limited partners or $27.79 per limited partnership unit) from proceeds from the sale of Tamarind Bay Apartments.

 

Note G – Contingencies

 

The Partnership is unaware of any pending or outstanding litigation matters involving it or its investment properties that are not of a routine nature arising in the ordinary course of business.

 

Various Federal, state and local laws subject property owners or operators to liability for management, and the costs of removal or remediation, of potentially hazardous materials present on a property, including lead-based paint, asbestos, polychlorinated biphenyls, petroleum-based fuels, and other miscellaneous materials. Such laws often impose liability without regard to whether the owner or operator knew of, or was responsible for, the release or presence of such materials. The presence of, or the failure to manage or remedy properly, these materials may adversely affect occupancy at affected apartment communities and the ability to sell or finance affected properties. In addition to the costs associated with investigation and remediation actions brought by government agencies, and potential fines or penalties imposed by such agencies in connection therewith, the improper management of these materials on a property could result in claims by private plaintiffs for personal injury, disease, disability or other infirmities. Various laws also impose liability for the cost of removal, remediation or disposal of these materials through a licensed disposal or treatment facility. Anyone who arranges for the disposal or treatment of these materials is potentially liable under such laws for the proper operation of the disposal facility. These laws often impose liability whether or not the person arranging for the disposal ever owned or operated the disposal facility. In connection with the ownership, operation and management of its properties, the Partnership could potentially be responsible for environmental liabilities or costs associated with its properties.

 

Note H – Investment Properties

 

During the nine months ended September 30, 2012, the Partnership retired and wrote off personal property no longer being used that had a cost basis of approximately $327,000 and accumulated depreciation of approximately $327,000.

 


ITEM 2.     MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

The Private Securities Litigation Reform Act of 1995 provides a “safe harbor” for forward-looking statements in certain circumstances. Certain information included in this Quarterly Report contains or may contain information that is forward-looking within the meaning of the federal securities laws, including, without limitation, statements regarding the Partnership’s ability to maintain current or meet projected occupancy, rental rates and property operating results and the effect of redevelopments. Actual results may differ materially from those described in these forward-looking statements and, in addition, will be affected by a variety of risks and factors, some of which are beyond the Partnership’s control, including, without limitation: financing risks, including the availability and cost of financing and the risk that the Partnership’s cash flows from operations may be insufficient to meet required payments of principal and interest; natural disasters and severe weather such as hurricanes; national and local economic conditions, including the pace of job growth and the level of unemployment; energy costs; the terms of governmental regulations that affect the Partnership’s properties and interpretations of those regulations; the competitive environment in which the Partnership operates; real estate risks, including fluctuations in real estate values and the general economic climate in local markets and competition for residents in such markets; insurance risk, including the cost of insurance; litigation, including costs associated with prosecuting or defending claims and any adverse outcomes; and possible environmental liabilities, including costs, fines or penalties that may be incurred due to necessary remediation of contamination of properties presently owned or previously owned by the Partnership. Readers should carefully review the Partnership’s financial statements and the notes thereto, as well as the other documents the Partnership files from time to time with the Securities and Exchange Commission.

 

The Partnership's investment properties consist of two apartment complexes. The following table sets forth the average occupancy of the properties for the nine months ended September 30, 2012 and 2011:

 

 

Average Occupancy

Property

2012

2011

 

 

 

The Peak at Vinings Mountain

96%

97%

   Atlanta, Georgia

 

 

Lakeside at Vinings Mountain

96%

97%

   Atlanta, Georgia

 

 

 

The Partnership’s financial results depend upon a number of factors including the ability to attract and maintain tenants at the investment properties, interest rates on mortgage loans, costs incurred to operate the investment properties, general economic conditions and weather. 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, the Managing General Partner may use rental concessions and rental rate reductions to offset softening market conditions; accordingly, there is no guarantee that the Managing General Partner will be able to sustain such a plan. Further, a number of factors that are outside the control of the Partnership such as the local economic climate and weather can adversely or positively affect the Partnership’s financial results.

 

Results of Operations

 

The Partnership’s net income was approximately $5,446,000 for the three months ended September 30, 2012, compared to net loss of approximately $1,360,000 for the three months ended September 30, 2011. The Partnership’s net income was approximately $25,605,000 for the nine months ended September 30, 2012 compared to net loss of approximately $5,176,000 for the nine months ended September 30, 2011. The statements of operations for the three and nine months ended September 30, 2011 have been restated to reflect the operations of Greenspoint at Paradise Valley and Tamarind Bay Apartments as loss from discontinued operations and the balance sheet as of December 31, 2011 has also been restated to reflect the respective assets and liabilities of Greenspoint at Paradise Valley and Tamarind Bay Apartments as held for sale due to their sales on March 29, 2012 and September 28, 2012, respectively.

 

The following tables present summarized results of operations for Greenspoint at Paradise Valley and Tamarind Bay Apartments for the three and nine months ended September 30, 2012 and 2011 (in thousands):

 

Three Months

Ended

September 30,

2012

Three Months

Ended

September 30,

2011

Nine Months

Ended

September 30,

2012

Nine Months

Ended

September 30,

2011

 

 

 

 

 

Revenues

$   412

$ 1,218

$ 2,083

$ 3,607

Expenses

    (624)

  (1,691)

  (2,852)

  (4,959)

Loss on early

 extinguishment of debt

 

  (2,697)

 

     --

 

  (2,701)

 

    --

Loss from discontinued

 operations

 

 $(2,909)

 

 $  (473)

 

 $(3,470)

 

$(1,352)

 

On March 29, 2012, the Partnership sold Greenspoint at Paradise Valley to a third party for a gross sale price of $29,750,000.  The net proceeds realized by the Partnership were approximately $29,432,000 after payment of closing costs.  The Partnership used approximately $15,349,000 of the net proceeds to repay the mortgages encumbering the property. As a result of the sale, the Partnership recorded a gain of approximately $22,329,000 for the nine months ended September 30, 2012, which is included in gain from sale of discontinued operations. In addition, the Partnership recorded a loss on the early extinguishment of debt of approximately $4,000 due to the write off of unamortized loan costs, which is included in loss from discontinued operations.

 

On September 28, 2012, the Partnership sold Tamarind Bay Apartments to a third party for a gross sale price of $12,750,000.  The net proceeds realized by the Partnership were approximately $12,073,000 after payment of closing costs and a credit for approximately $381,000 to the purchaser for capital improvements. The Partnership used approximately $6,670,000 of the net proceeds to repay the mortgages encumbering the property.  As a result of the sale, the Partnership recorded a gain of approximately $9,106,000 for the three and nine months ended September 30, 2012, which is included in gain from sale of discontinued operations. In addition, the Partnership recorded a loss on the early extinguishment of debt of approximately $2,697,000 due to the write off of unamortized loan costs of approximately $144,000 and the payment of a prepayment penalty of approximately $2,553,000, which is included in loss from discontinued operations.

 

The Partnership’s loss from continuing operations for the three and nine months ended September 30, 2012 was approximately $751,000 and $2,360,000, respectively, compared to loss from continuing operations of approximately $887,000 and $3,824,000 for the three and nine months ended September 30, 2011, respectively. The decrease in loss from continuing operations for both the three and nine months ended September 30, 2012 is due to an increase in total revenues and a decrease in total expenses.

 

Total revenues increased for both periods due to increases in both rental and other income.  Rental income increased for both periods primarily due to increases in the average rental rate at The Peak at Vinings Mountain and Lakeside at Vinings Mountain. Other income increased for both periods primarily due to increases in lease cancellation fees and parking income at The Peak at Vinings Mountain.

 

Total expenses decreased for the three months ended September 30, 2012 due to decreases in operating, general and administrative, depreciation and interest expenses, partially offset by an increase in property tax expense. Total expenses decreased for the nine months ended September 30, 2012 due to decreases in general and administrative, depreciation and interest expenses and the recognition of loss on early extinguishment of debt associated with the payoff of the mortgages encumbering The Peak at Vinings Mountain and Lakeside at Vinings Mountain in May 2011 (as discussed in “Liquidity and Capital Resources”), partially offset by an increase in property tax expense. Operating expense remained relatively constant for the nine months ended September 30, 2012. Depreciation expense decreased for both periods primarily due to assets becoming fully depreciated at both properties during the fourth quarter of 2011 and the second quarter of 2012. Interest expense decreased for both periods due to a decrease in interest on advances from AIMCO Properties, L.P., as a result of a lower average outstanding advance balance. The decrease in interest expense for the nine months ended September 30, 2012 was partially offset by interest incurred on a higher average debt balance as a result of the May 2011 refinancing of the mortgages encumbering The Peak at Vinings Mountain and Lakeside at Vinings Mountain. The increase in property tax expense for both periods is primarily due to the successful appeal of the 2009 and 2010 assessed value of The Peak at Vinings Mountain and Lakeside at Vinings Mountain. During the three months ended September 30, 2011, the Partnership recorded a receivable of approximately $94,000 for overpayment of 2009 and 2010 taxes related to these two properties. This amount was refunded to the Partnership during the third and fourth quarters of 2011. Also contributing to the increase in property tax expense for both periods is an increase in the tax rate at both properties. Operating expenses decreased for the three months ended September 30, 2012 primarily due to decreases in salaries and related benefits at The Peak at Vinings Mountain and turnover expenses at both properties.

 

General and administrative expenses decreased for both periods primarily due to decreases in management reimbursements charged by an affiliate of the Managing General Partner as allowed under the Partnership Agreement. Also included in general and administrative expenses for the three and nine months ended September 30, 2012 and 2011 are costs associated with the quarterly and annual communications with investors and regulatory agencies and the annual audit required by the Partnership Agreement.

 

Liquidity and Capital Resources

 

At September 30, 2012, the Partnership had cash and cash equivalents of approximately $3,087,000, compared to approximately $453,000 at December 31, 2011.  Cash and cash equivalents increased approximately $2,634,000 due to approximately $40,483,000 and $717,000 of cash provided by investing and operating activities, respectively, partially offset by approximately $38,566,000 of cash used in financing activities. Cash provided by investing activities consisted of net proceeds from the sales of Greenspoint at Paradise Valley and Tamarind Bay Apartments, partially offset by property improvements and replacements.  Cash used in financing activities consisted of repayment of the mortgage notes encumbering Greenspoint at Paradise Valley Apartments and Tamarind Bay Apartments, distributions to partners, repayment of advances from an affiliate of the Managing General Partner, a prepayment penalty paid and principal payments made on the mortgages encumbering the Partnership’s investment properties. 

 

AIMCO Properties, L.P., 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. Prior to 2011, this credit limit was exceeded. During the nine months ended September 30, 2011, AIMCO Properties, L.P. advanced the Partnership approximately $651,000 to fund loan application deposits and mortgage refinancing commitment fees related to The Peak at Vinings Mountain and Lakeside at Vinings Mountain. There were no such advances made during the nine months ended September 30, 2012. AIMCO Properties, L.P. charges interest on advances under the terms permitted by the Partnership Agreement. The interest rates charged on the outstanding advances made to the Partnership ranged from the prime rate plus 0.5% to a variable rate based on the prime rate plus a market rate adjustment for similar type loans. Affiliates of the Managing General Partner review the market rate adjustment quarterly. Interest expense was approximately $70,000 and $409,000 for the nine months ended September 30, 2012 and 2011, respectively. During the nine months ended September 30, 2012 and 2011, the Partnership repaid approximately $6,414,000 and $12,565,000, respectively, of advances and accrued interest with proceeds from the sale of Greenspoint at Paradise Valley, refinancing proceeds and cash from operations. At December 31, 2011, the total advances and accrued interest due to AIMCO Properties, L.P. were approximately $6,344,000 and are included in due to affiliates. No such amounts were owed at September 30, 2012. The Partnership may receive additional advances of funds from AIMCO Properties, L.P. although AIMCO Properties, L.P. is not obligated to provide such advances.  For more information on AIMCO Properties, L.P., including copies of its audited balance sheets, please see its reports filed with the Securities and Exchange Commission. Subsequent to September 30, 2012, AIMCO Properties, L.P. advanced the Partnership approximately $492,000 to fund real estate taxes at both of the Partnership’s remaining investment properties.

 

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 and to comply with Federal, state, and local legal and regulatory requirements. The Managing General Partner monitors developments in the area of legal and regulatory compliance. Capital improvements planned for each of the Partnership’s properties are detailed below.

 

Lakeside at Vinings Mountain

 

During the nine months ended September 30, 2012, the Partnership completed approximately $397,000 of capital improvements at Lakeside at Vinings Mountain, which consisted primarily of interior improvements, structural upgrades and floor covering replacement. These improvements were funded from operating cash flow. The Partnership regularly evaluates the capital improvement needs of the property. While the Partnership has no material commitments for property improvements and replacements, certain routine capital expenditures are anticipated during the remainder of 2012. Such capital expenditures will depend on the physical condition of the property as well as anticipated cash flow generated by the property.

 

Greenspoint at Paradise Valley

 

During the nine months ended September 30, 2012, the Partnership completed approximately $131,000 of capital improvements at Greenspoint at Paradise Valley, which consisted primarily of sewer upgrades and floor covering replacement. These improvements were funded from operating cash flow. The Partnership sold Greenspoint at Paradise Valley to a third party on March 29, 2012.

 

The Peak at Vinings Mountain

 

During the nine months ended September 30, 2012, the Partnership completed approximately $402,000 of capital improvements at The Peak at Vinings Mountain, which consisted primarily of HVAC upgrades, interior improvements and floor covering replacement. These improvements were funded from operating cash flow. The Partnership regularly evaluates the capital improvement needs of the property. While the Partnership has no material commitments for property improvements and replacements, certain routine capital expenditures are anticipated during the remainder of 2012. Such capital expenditures will depend on the physical condition of the property as well as anticipated cash flow generated by the property.

 

Tamarind Bay Apartments

 

During the nine months ended September 30, 2012, the Partnership completed approximately $38,000 of capital improvements at Tamarind Bay Apartments, which consisted primarily of major landscaping and floor covering replacement. These improvements were funded from operating cash flow. The Partnership sold Tamarind Bay Apartments to a third party on September 28, 2012.

 

Capital expenditures will be incurred only if cash is available from operations or from Partnership reserves.  To the extent that capital improvements are completed, the Partnership's distributable cash flow, if any, may be adversely affected at least in the short term.

 

The Partnership’s assets are thought to be generally sufficient for any near term needs (exclusive of capital improvements) of the Partnership. On May 2, 2011, the Partnership refinanced the mortgage debt encumbering Lakeside at Vinings Mountain. The refinancing replaced the existing mortgage loans, which at the time of refinancing had an aggregate principal balance of approximately $9,170,000, with a new mortgage loan in the principal amount of $14,982,000. The new loan bears interest at a rate of 5.53% per annum and requires monthly payments of principal and interest of approximately $85,000 beginning on July 1, 2011, through the June 1, 2021 maturity date.  The new mortgage loan has a balloon payment of approximately $12,405,000 due at maturity. The Partnership may prepay the mortgage at any time with 30 days written notice to the lender, subject to a prepayment penalty. In connection with the payoff of the existing mortgage debt, the Partnership recognized a loss on early extinguishment of debt of approximately $482,000 during the nine months ended September 30, 2011, due to the write off of unamortized loan costs and a prepayment penalty. Total capitalized loan costs associated with the new mortgage were approximately $189,000, approximately $169,000 of which was incurred during the nine months ended September 30, 2011, and are included in other assets.

 

On May 2, 2011, the Partnership refinanced the mortgage debt encumbering The Peak at Vinings Mountain. The refinancing replaced the existing mortgage loans, which at the time of refinancing had an aggregate principal balance of approximately $9,861,000, with a new mortgage loan in the principal amount of $15,828,000. The new loan bears interest at a rate of 5.54% per annum and requires monthly payments of principal and interest of approximately $90,000 beginning on July 1, 2011, through the June 1, 2021 maturity date. The new mortgage loan has a balloon payment of approximately $13,109,000 due at maturity. The Partnership may prepay the mortgage at any time with 30 days written notice to the lender, subject to a prepayment penalty. In connection with the payoff of the existing mortgage debt, the Partnership recognized a loss on early extinguishment of debt of approximately $515,000 during the nine months ended September 30, 2011, due to the write off of unamortized loan costs and a prepayment penalty. Total capitalized loan costs associated with the new mortgage were approximately $201,000, approximately $173,000 of which was incurred during the nine months ended September 30, 2011, and are included in other assets.

 

The Managing General Partner will attempt to refinance such indebtedness and/or sell the properties prior to such maturity dates. If any property cannot be refinanced or sold for a sufficient amount, the Partnership will risk losing such property through foreclosure.

 

The Partnership distributed the following amounts during the nine months ended September 30, 2012 and 2011 (in thousands, except per unit data):

 

 

 

Per Limited

 

Per Limited

 

Nine Months Ended

Partnership

Nine Months Ended

Partnership

 

September 30, 2012

Unit

September 30, 2011

Unit

 

 

 

 

 

Sale (1)

$ 7,721

$ 84.79

$    --

$    --

 

(1)     Proceeds from the March 2012 sale of Greenspoint at Paradise Valley.

 

Subsequent to September 30, 2012, the Partnership distributed approximately $2,531,000, (approximately $2,480,000 to the limited partners or $27.79 per limited partnership unit) from proceeds from the sale of Tamarind Bay Apartments. Future cash distributions will depend on the levels of net cash generated from operations and the timing of debt maturities, property sales and/or refinancings. The Partnership's cash available for distribution is reviewed on a monthly basis. There can be no assurance, however, that the Partnership will generate sufficient funds from operations, after planned capital expenditures, to permit any additional distributions to its partners in 2012 or subsequent periods.

 

Other

 

In addition to its indirect ownership of the general partner interest in the Partnership, Aimco and its affiliates owned 60,711.66 limited partnership units (the “Units”) in the Partnership representing 68.04% of the outstanding Units at September 30, 2012. 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 acquire additional Units in exchange for cash or a combination of cash and units in AIMCO Properties, L.P., the operating partnership of Aimco, either through private purchases or tender offers. Pursuant to the Partnership Agreement, Unit holders holding a majority of the Units are entitled to take action with respect to a variety of matters that include, but are not limited to, voting on certain amendments to the Partnership Agreement and voting to remove the Managing General Partner. As a result of its ownership of 68.04% of the outstanding Units, Aimco and its affiliates are in a position to influence all such voting decisions with respect to the Partnership. However, with respect to the 25,228.66 Units acquired on January 19, 1996, AIMCO IPLP, L.P. ("IPLP"), an affiliate of the Managing General Partner and of Aimco, agreed to vote such Units: (i) against any increase in compensation payable to the Managing General Partner or to its affiliates; and (ii) on all other matters submitted by it or its affiliates, in proportion to the vote cast by third party unitholders. Except for the foregoing, no other limitations are imposed on IPLP's, Aimco's or any other affiliates' right to vote each Unit held. Although the General Partner owes fiduciary duties to the limited partners of the Partnership, the Managing General Partner also owes fiduciary duties to both the General Partner and Aimco as the sole stockholder of the Managing General Partner. As a result, the duties of the Managing General Partner, as managing general partner, to the Partnership and its limited partners may come into conflict with the duties of the Managing General Partner to Aimco as its sole stockholder.

 

Critical Accounting Policies and Estimates

 

The financial statements are prepared in accordance with accounting principles generally accepted in the United States, which require the Partnership to make estimates and assumptions.  The Partnership believes that of its significant accounting policies, the following may involve a higher degree of judgment and complexity.

 

Impairment of Long-Lived Assets

 

Investment properties are recorded at cost, less accumulated depreciation, unless the carrying amount of the asset is not recoverable.  If events or circumstances indicate that the carrying amount of a property may not be recoverable, the Partnership will make an assessment of its recoverability by comparing the carrying amount to the Partnership’s estimate of the undiscounted future cash flows, excluding interest charges, of the property.  If the carrying amount exceeds the estimated aggregate undiscounted future cash flows, the Partnership would recognize an impairment loss to the extent the carrying amount exceeds the estimated fair value of the property.

 

Real property investment is subject to varying degrees of risk.  Several factors may adversely affect the economic performance and value of the Partnership’s investment properties.  These factors include, but are not limited to, general economic climate; competition from other apartment communities and other housing options; local conditions, such as loss of jobs or an increase in the supply of apartments that might adversely affect apartment occupancy or rental rates; changes in governmental regulations and the related cost of compliance; increases in operating costs (including real estate taxes) due to inflation and other factors, which may not be offset by increased rents; changes in tax laws and housing laws, including the enactment of rent control laws or other laws regulating multi-family housing; and changes in interest rates and the availability of financing.  Any adverse changes in these and other factors could cause an impairment of the Partnership’s assets.

 

Revenue Recognition

 

The Partnership generally leases apartment units for twelve-month terms or less.  The Partnership will offer rental concessions during particularly slow months or in response to heavy competition from other similar complexes in the area.  Rental income attributable to leases, net of any concessions, is recognized on a straight-line basis over the term of the lease.  The Partnership evaluates all accounts receivable from residents and establishes an allowance, after the application of security deposits, for accounts greater than 30 days past due on current tenants and all receivables due from former tenants.

 

Assets Held for Sale

 

The Partnership classifies long-lived assets as held for sale in the period in which all of the following criteria are met: management, having the authority to approve the action, commits to a plan to sell the asset; the asset is available for immediate sale in its present condition subject only to terms that are usual and customary for sales of such assets; an active program to locate a buyer and other actions required to complete the plan to sell the asset have been initiated; the sale of the asset is probable, and transfer of the asset is expected to qualify for recognition as a completed sale, within one year; the asset is being actively marketed for sale at a price that is reasonable in relation to its current fair value and actions required to complete the plan indicate that it is unlikely that significant changes to the plan will be made or that the plan will be withdrawn. Depreciation is not recorded during the period in which the long-lived asset is classified as held for sale.  When the asset is designated as held for sale, the related results of operations are presented as discontinued operations.

 

Item 3.     QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

Not applicable.

 

Item 4.     CONTROLS AND PROCEDURES

 

(a)   Disclosure Controls and Procedures

 

The Partnership’s management, with the participation of the principal executive officer and principal financial officer of the Managing General Partner, who are the equivalent of the Partnership’s principal executive officer and principal financial officer, respectively, has evaluated the effectiveness of the Partnership’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of the end of the period covered by this report. Based on such evaluation, the principal executive officer and principal financial officer of the Managing General Partner, who are the equivalent of the Partnership’s principal executive officer and principal financial officer, respectively, have concluded that, as of the end of such period, the Partnership’s disclosure controls and procedures are effective. 

 

(b)   Changes in Internal Control Over Financial Reporting

 

There has been no change in the Partnership’s internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the fiscal quarter to which this report relates that has materially affected, or is reasonably likely to materially affect, the Partnership’s internal control over financial reporting.

 


PART II - OTHER INFORMATION

 

 

ITEM 6.     EXHIBITS

 

See Exhibit Index.

 

The agreements included as exhibits to this Form 10-Q contain representations and warranties by each of the parties to the applicable agreement. These representations and warranties have been made solely for the benefit of the other parties to the applicable agreement and:

 

  • should not in all instances be treated as categorical statements of fact, but rather as a way of allocating the risk to one of the parties if those statements prove to be inaccurate;

 

  • have been qualified by disclosures that were made to the other party in connection with the negotiation of the applicable agreement, which disclosures are not necessarily reflected in the agreement;

 

  • may apply standards of materiality in a way that is different from what may be viewed as material to an investor; and

 

  • were made only as of the date of the applicable agreement or such other date or dates as may be specified in the agreement and are subject to more recent developments.

 

Accordingly, these representations and warranties may not describe the actual state of affairs as of the date they were made or at any other time. The Partnership acknowledges that, notwithstanding the inclusion of the foregoing cautionary statements, it is responsible for considering whether additional specific disclosures of material information regarding material contractual provisions are required to make the statements in this Form 10-Q not misleading. Additional information about the Partnership may be found elsewhere in this Form 10-Q and the Partnership’s other public filings, which are available without charge through the SEC’s website at http://www.sec.gov.



CENTURY PROPERTIES FUND XIX, LP

EXHIBIT INDEX

 

 

Exhibit          Description of Exhibit

 

 

2.1           NPI, Inc. Stock Purchase Agreement, dated as of August 7, 1995, incorporated by reference to the Registrant's Current Report on Form 8-K dated August 7, 1995.

 

2.2           Partnership Units Purchase Agreement dated as of August 17, 1995, incorporated by reference to Exhibit 2.1 to the Registrant's Current Report on Form 8-K filed by Insignia Financial Group, Inc. ("Insignia") with the Securities and Exchange Commission on September 1, 1995.

 

2.3           Management Purchase Agreement dated as of August 17, 1995, incorporated by reference to Exhibit 2.2 to the Registrant's Current Report on Form 8-K filed by Insignia with the Securities and Exchange Commission on September 1, 1995.

 

2.4           Agreement and Plan of Merger, dated as of October 1, 1998, by and between AIMCO and IPT (incorporated by reference to Exhibit 2.4 of the Registrant's Current Report on Form 8-K dated October 1, 1998).

 

2.5           Agreement and Plan of Merger, dated as of August 29, 2008, by and between Century Properties Fund XIX, a California limited partnership, and Century Properties Fund XIX, LP, a Delaware limited partnership (incorporated by reference to the Registrant's Quarterly Report on Form 10-Q dated June 30, 2009).

 

3.4           Agreement of Limited Partnership Century Properties Fund XIX, incorporated by reference to Exhibit A to the Prospectus of the Partnership dated September 20, 1983, as amended on June 13, 1989, and as thereafter supplemented contained in the Registrant's Registration Statement on Form S-11 (Reg. No. 2-79007).

 

3.5           Amendment to the Amended and Restated Limited Partnership Agreement of Century Properties Fund XIX, dated September 29, 2003, incorporated by reference to the Registrant’s Current Report on Form 8-K dated September 29, 2003.

 

3.6           Second Amendment to the Amended and Restated Limited Partnership Agreement of Century Properties Fund XIX, dated December 4, 2006 (filed with Form 10-KSB of the Registrant dated December 31, 2006 and incorporated herein by reference).

 

3.7           Second Amendment to the Amended and Restated Limited Partnership Agreement of Century Properties Fund XIX, LP, dated August 29, 2008 (incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q dated September 30, 2008).

 

10.50         Multifamily Note-CME, dated May 2, 2011, between Lakeside at Vinings, LLC, a Delaware limited liability company, and Keycorp Real Estate Capital Markets, Inc., an Ohio corporation (incorporated by reference to the Registrant’s Current Report on Form 8-K dated May 2, 2011).

 

10.51         Multifamily Note-CME, dated May 2, 2011, between Peak at Vinings, LLC, a Delaware limited liability company, and Keycorp Real Estate Capital Markets, Inc., an Ohio corporation (incorporated by reference to the Registrant’s Current Report on Form 8-K dated May 2, 2011).

 

10.52         Purchase and Sale Contract between Century Properties Fund XIX, LP, a Delaware limited partnership, and Hamilton Zanze & Company, a California corporation (incorporated by reference to the Registrant’s Current Report on Form 8-K dated January 26, 2012).

10.53         Purchase and Sale Contract between Century Properties Fund XIX, LP, a Delaware limited partnership, and  Augustus Partners, LLC, a Colorado limited liability company, dated June 14, 2012 (incorporated by reference to the Registrant’s Current Report on Form 8-K dated June  14, 2012).

 

10.54         First Amendment to Purchase and Sale Contract between Century Properties Fund XIX, LP, a Delaware limited partnership, and Augustus Partners, LLC, a Colorado limited liability company, dated August 15, 2012 (incorporated by reference to the Registrant’s Current Report for Form 8-K dated August 15, 2012).

 

10.55         Second Amendment to Purchase and Sale Contract between Century Properties Fund XIX, LP, a Delaware limited partnership, and Augustus Partners, LLC, a Colorado limited liability company, dated August 21, 2012 (incorporated by reference to the Registrant’s Current Report for Form 8-K dated August 21, 2012).

 

10.56         Third Amendment to Purchase and Sale Contract between Century Properties Fund XIX, LP, a Delaware limited partnership, and Augustus Partners, LLC, a Colorado limited liability company, dated September 25, 2012 (incorporated by reference to the Registrant’s Current Report for Form 8-K dated September 25, 2012).

 

31.1          Certification of equivalent of Chief Executive Officer pursuant to Securities Exchange Act Rules 13a-14(a)/15d-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 

31.2          Certification of equivalent of Chief Financial Officer pursuant to Securities Exchange Act Rules 13a-14(a)/15d-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 

32.1          Certification of the equivalent of the Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 

101           XBRL (Extensible Business Reporting Language). The following materials from Century Properties Fund XIX, LP’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2012, formatted in XBRL: (i) balance sheets, (ii) statements of operations, (iii) statement of changes in partners’ deficit, (iv) statements of cash flows, and (v) notes to financial statements (1).

 

(1)           As provided in Rule 406T of Regulation S-T, this information is furnished and not filed for purposes of Sections 11 and 12 of the Securities Act of 1933 and Section 18 of the Securities Exchange Act of 1934.