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 June 30, 2009

 

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.) |

 

55 Beattie Place, 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). [ ] 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

 (in thousands, except unit data)

 

 
|                                      | June 30,                           | December 31,                            |   |
|-------------------------------------------|------------------------------------|-----------------------------------------|--------|
|                                      | 2009                               | 2008                                    |   |
|                                      | (Unaudited)                        | (Note)                                  |   |
|                                      |                               |                                    |
| Assets                                    |                               |                                    |
| Cash and cash equivalents                 |  $     88 |  $    208           |
| Receivables and deposits                  |       267 |       257      |
| Other assets                              |       836 |       845      |
| Investment properties (Note D):           |                               |                                    |
| Land                                      |     5,565           |     5,565                |
| Buildings and related personal property   |    90,780                |    90,147                     |
|                                      |    96,345                |    95,712                     |
| Less accumulated depreciation             |   (50,341)                    |   (46,451)                         |
|                                      |    46,004                |    49,261                     |
|                                      |  $ 47,195                     |  $ 50,571                          |
|                                      |                               |                                    |
| Liabilities and Partners' Deficit         |                               |                                    |
| Liabilities                               |                               |                                    |
| Accounts payable                          |  $    381      |  $    220           |
| Tenant security deposit liabilities       |       269 |       269      |
| Accrued property taxes                    |       382 |        78 |
| Other liabilities                         |       332 |       424      |
| Due to affiliates (Note B)                |    23,782                |    23,459                     |
| Mortgage notes payable (Note C)           |    36,048                |    36,572                     |
|                                      |    61,194                |    61,022                     |
| Partners' Deficit                         |                               |                                    |
| General partner                           |    (8,889)               |    (8,470)                    |
| Limited partners (89,287 units issued and |                               |                                    |
| outstanding)                              |    (5,110)               |    (1,981)                    |
|                                      |   (13,999)                    |   (10,451)                         |
|                                      |  $ 47,195                     |  $ 50,571                          |

 

Note: The balance sheet at December 31, 2008 has been derived from the audited financial statements at that date but does not include all the information and footnotes required by generally accepted accounting principles for complete financial statements.

 

*See Accompanying Notes to Financial Statements*

CENTURY PROPERTIES FUND XIX, LP

 

STATEMENTS OF OPERATIONS

(Unaudited)

(in thousands, except per unit data)

 

 
|                                   | Three Months                | Six Months                  |
|----------------------------------------|-----------------------------|-----------------------------|
|                                   | Ended June 30,              | Ended June 30,              |
|                                   | 2009                        | 2008                        | 2009 | 2008 |
|  

Revenues:                      |                        |                        |   |   |
|   Rental income                   | $ 2,197                     | $ 1,880                     | $ 4,462 | $ 3,824 |
|   Other income                    |     252      |     183      |     454 |     380 |
| Total revenues                         |   2,449           |   2,063           |   4,916 |   4,204 |
|                                   |                        |                        |   |   |
| Expenses:                              |                        |                        |   |   |
|   Operating                       |   1,237                |   1,186                |   2,418 |   2,384 |
|   General and administrative      |      78 |      98 |     182 |     207 |
|   Depreciation                    |   1,950                |   1,424                |   3,890 |   2,605 |
|   Interest                        |     825      |     743      |   1,636 |   1,458 |
|   Property taxes                  |     192      |     173      |     338 |     345 |
| Total expenses                         |   4,282           |   3,624           |   8,464 |   6,999 |
|                                   |                        |                        |   |   |
| Loss from continuing operations        |   (1,833)              |   (1,561)              |   (3,548) |   (2,795) |
| Loss from discontinued                 |                        |                        |   |   |
|   operations (Notes A and E)      |      -- |     (424)    |      -- |     (447) |
| Gain from sale of discontinued         |                        |                        |   |   |
|   operations (Note E)             |      -- |   7,165           |      -- |   7,165 |
| Net(loss) income                       |  $(1,833)              | $ 5,180                     |  $(3,548) | $ 3,923 |
|                                   |                        |                        |   |   |
| Net (loss) income allocated to         |                        |                        |   |   |
|   general partner                 |  $  (216)         | $   626           |  $  (419) | $   478 |
| Net (loss) income allocated to         |                        |                        |   |   |
|   limited partners                |   (1,617)         |   4,554           |   (3,129) |   3,445 |
|                                   |                        |                        |   |   |
|                                   |  $(1,833)              | $ 5,180                     |  $(3,548) | $ 3,923 |
|                                   |                        |                        |   |   |
| Per limited partnership unit:          |                        |                        |   |   |
|   Loss from continuing operations |  $(18.11)              |  $(15.42)              |  $(35.04) |  $(27.61) |
|   Loss from discontinued          |                        |                        |   |   |
| operations                             |      -- |    (4.19)         |       -- |    (4.42) |
| Gain from sale of discontinued         |                        |                        |   |   |
|     operations          |      -- |   70.61           |      -- |   70.61 |
| Net (loss) income                      |  $(18.11)              | $ 51.00                     |  $(35.04) | $ 38.58 |

 

*See Accompanying Notes to Financial Statements*

 

CENTURY PROPERTIES FUND XIX, LP 

 

STATEMENT OF CHANGES IN PARTNERS' DEFICIT

(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              |                  |                           |                |                       |
| at December 31, 2008           | 89,287                |  $ (8,470)                |  $(1,981)      |   $(10,451)           |
|                           |                  |                           |                |                       |
| Net loss for the six           |                  |                           |                |                       |
| months ended June 30, 2009     |     -- |      (419) |   (3,129) |     (3,548) |
|                           |                  |                           |                |                       |
| Partners' deficit              |                  |                           |                |                       |
| at June 30, 2009               | 89,287                |  $ (8,889)                |  $(5,110)      |   $(13,999)           |

 

*See Accompanying Notes to Financial Statements*

CENTURY PROPERTIES FUND XIX, LP

 

STATEMENTS OF CASH FLOWS

(Unaudited)

(in thousands)

 
|                                                   | Six Months Ended                    |
|--------------------------------------------------------|-------------------------------------|
|                                                   | June 30,                            |
|                                                   | 2009                                | 2008 |
| Cash flows from operating activities:                  |                                |   |
| Net (loss) income                                      |  $ (3,548)                     | $  3,923 |
| Adjustments to reconcile net (loss) income to net cash |                                |   |
| provided by (used in) operating activities:            |                                |   |
| Depreciation                                           |    3,890                  |    2,824 |
| Amortization of loan costs                             |       50   |       55 |
| Gain from sale of discontinued operations              |       --   |    (7,165) |
| Loss on early extinguishment of debt                   |       --   |      301 |
| Change in accounts:                                    |                                |   |
| Receivables and deposits                               |       (10) |       (35) |
| Other assets                                           |       (41) |       (69) |
| Accounts payable                                       |      155        |       (58) |
| Tenant security deposit liabilities                    |       --   |       (20) |
| Accrued property taxes                                 |      304        |      306 |
| Other liabilities                                      |       (92) |        (1) |
| Due to affiliates                                      |      633        |      (823) |
| Net cash provided by (used in) operating activities    |    1,341                  |     (762) |
|                                                   |                                |   |
| Cash flows from investing activities:                  |                                |   |
| Property improvements and replacements                 |      (627)      |    (9,778) |
| Net proceeds from sale of discontinued operations      |       --   |   11,180 |
| Net cash (used in) provided by investing               |                                |   |
|   activities                                      |     (627)       |    1,402 |
|                                                   |                                |   |
| Cash flows from financing activities:                  |                                |   |
| Payments on mortgage notes payable                     |      (524)      |      (522) |
| Repayment of mortgage note payable                     |       --   |    (3,728) |
| Proceeds from mortgage notes payable                   |       --   |    3,500 |
| Advances from affiliate                                |       --   |    7,569 |
| Repayment of advances from affiliate                   |      (310)      |    (6,967) |
| Prepayment penalty paid                                |       --   |      (219) |
| Loan costs paid                                        |       --   |      (17) |
| Net cash used in financing activities                  |     (834)       |     (384) |
|                                                   |                                |   |
| Net (decrease) increase in cash and cash equivalents   |      (120)      |      256 |
| Cash and cash equivalents at beginning of period       |      208        |      199 |
| Cash and cash equivalents at end of period             | $     88        | $    455 |
|                                                   |                                |   |
| Supplemental disclosure of cash flow information:      |                                |   |
| Cash paid for interest, net of capitalized interest    | $    992             | $  2,069 |
|                                                   |                                |   |
| Supplemental disclosure of non-cash activity:          |                                |   |
| Property improvements and replacements included in     |                                |   |
|   accounts payable                                | $    113             | $  2,802 |

 

Approximately $107,000 and $2,004,000 of property improvements and replacements included in accounts payable at December 31, 2008 and 2007, respectively, were included in property improvements and replacements for the six months ended June 30, 2009 and 2008, respectively.

 

*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 accruals) considered necessary for a fair presentation have been included. Operating results for the three and six month periods ended June 30, 2009 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2009. 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, 2008.

 

The Partnership’s management evaluated for subsequent events through the time this Quarterly Report on Form 10-Q was filed on August 12, 2009.

 

Organization: On October 2, 2008, the Partnership changed its domicile from California to Delaware by merging with and into Century Properties Fund XIX, LP, a Delaware limited partnership, with the Delaware partnership as the surviving entity in the merger. The merger was undertaken pursuant to an Agreement and Plan of Merger, dated as of August 29, 2008, by and between the California partnership and the Delaware partnership. All references herein to the Partnership shall mean Century Properties Fund XIX, a California limited partnership, for all periods prior to October 2, 2008 and Century Properties Fund XIX, LP, a Delaware limited partnership, for all periods from and after October 2, 2008.

 

Under the merger agreement, each unit of limited partnership interest in the California partnership was converted into an identical unit of limited partnership interest in the Delaware partnership and the general partnership interest in the California partnership previously held by the general partner was converted into a general partnership interest in the Delaware partnership. All interests in the Delaware partnership outstanding immediately prior to the merger were cancelled in the merger. 

 

The voting and other rights of the limited partners provided for in the partnership agreement were not changed as a result of the merger. In the merger, the partnership agreement of the California partnership was adopted as the partnership agreement of the Delaware partnership, with the following changes: (i) references therein to the California Uniform Limited Partnership Act were amended to refer to the Delaware Revised Uniform Limited Partnership Act; (ii) a description of the merger was added; (iii) the name of the partnership was changed to “Century Properties XIX, LP” and (iv) a provision was added that gives the general partner authority to establish different designated series of limited partnership interests that have separate rights with respect to specified partnership property, and profits and losses associated with such specified property.

 

In accordance with Statement of Financial Accounting Standards (“SFAS”) No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets”, the accompanying statements of operations for the three and six months ended June 30, 2008 reflectthe operations of Plantation Crossing Apartments as loss from discontinued operations due to its sale on June 2, 2008 (see “Note E”).

 

The following table presents summarized results of operations related to the Partnership’s discontinued operations for the three and six months ended June 30, 2008 (in thousands):

 
|                                 | Three Months Ended                                     | Six Months Ended                                       |
|--------------------------------------|--------------------------------------------------------|--------------------------------------------------------|
|                                 | June 30, 2008                                          | June 30, 2008                                          |
|                                 |                                                   |                                                   |
| Revenues                             |         $ 260       |         $ 637       |
| Expenses                             |          (383) |          (783) |
| Loss on early extinguishment of debt |         (301)  |         (301)  |
| Loss from discontinued operations    |         $(424)      |         $(447)      |

 

Recent Accounting Pronouncement

 

In June 2009, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standards No. 168, The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles—a replacement of FASB Statement No. 162, or SFAS No. 168, which is effective for financial statements issued for interim and annual periods ending after September 15, 2009.  Upon the effective date of SFAS No. 168, the FASB Accounting Standards Codification, or the Codification, will become the single source of authoritative GAAP recognized by the FASB to be applied by nongovernmental entities. Rules and interpretive releases of the Securities and Exchange Commission, or SEC, under authority of federal securities laws are also sources of authoritative GAAP for SEC registrants. The Codification will supersede all then-existing non-SEC accounting and reporting standards. All other non-grandfathered non-SEC accounting literature not included in the Codification will become non-authoritative.  Following SFAS No. 168, the FASB will issue Accounting Standards Updates that serve to update the Codification. The Partnership does not anticipate that SFAS No. 168 will have a significant effect on its financial statements.

 

###### 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 $243,000 and $242,000 for the six months ended June 30, 2009 and 2008, 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 $71,000 and $104,000 for the six months ended June 30, 2009 and 2008, respectively, which are included in general and administrative expenses. In connection with the redevelopment projects started in 2006 (as discussed in “Note D”), an affiliate of the Managing General Partner received a redevelopment planning fee on three of the properties of approximately $25,000 per investment property and a redevelopment supervision fee of 4% of the specified redevelopment costs, or approximately $1,368,000 based on current redevelopment construction costs. The Partnership was charged approximately $18,000 and $382,000 in redevelopment planning and supervision fees during the six months ended June 30, 2009 and 2008, respectively, which are included in investment properties. At June 30, 2009 and December 31, 2008, approximately $154,000 and $90,000, respectively, of reimbursements were due to the Managing General Partner and are included in due to affiliates.

 

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 six months ended June 30, 2009 and 2008, 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. During the six months ended June 30, 2008, this credit limit was exceeded and AIMCO Properties, L.P. advanced the Partnership approximately $7,569,000 to fund operations and redevelopment costs at all of the Partnership’s remaining properties.  There were no such advances during the six months ended June 30, 2009. 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 range from the prime rate plus 2% 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.  The interest rates on outstanding advances at June 30, 2009 ranged from 3.75% to 6.44%. Interest expense was approximately $596,000 and $680,000 for the six months ended June 30, 2009 and 2008, respectively. During the six months ended June 30, 2009 and 2008, the Partnership repaid approximately $337,000 and $8,225,000, respectively, of advances and accrued interest. At June 30, 2009 and December 31, 2008, the total advances and accrued interest due to AIMCO Properties, L.P. was approximately $23,628,000 and $23,369,000, respectively, and are included in due to affiliates. 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.

 

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 six months ended June 30, 2009, the Partnership was charged by AIMCO and its affiliates approximately $156,000 for insurance coverage and fees associated with policy claims administration.  Additional charges will be incurred by the Partnership during 2009 as other insurance policies renew later in the year.  The Partnership was charged by AIMCO and its affiliates approximately $208,000 for insurance coverage and fees associated with policy claims administration during the year ended December 31, 2008.

 

**Note C – Modification of Mortgage Note Payable**

 

On March 30, 2007, the Partnership obtained an increase of $6,500,000 to the maximum principal amount available under the existing mortgage on Greenspoint at Paradise Valley. Greenspoint at Paradise Valley recently completed a redevelopment project, as discussed below. The additional availability under the mortgage was comprised of an initial advance (“Note B”) of $3,000,000 that was made to the Partnership on March 30, 2007, and two earn-out advances of $1,750,000 each (“Note C” and “Note D”), that were available to the Partnership in connection with the redevelopment of the property. To obtain the Note C advance, the Partnership must not have prepaid Note B and must have completed and paid for the portion of the redevelopment improvements with an aggregate cost of at least $6,500,000.  The deadline to satisfy the Note C criteria was December 27, 2007. The Partnership met the criteria to earn the Note C funding and accordingly on January 18, 2008, received the earn-out advance of $1,750,000. To obtain the Note D advance, the Partnership must not have prepaid Notes B and C and must have completed and paid for the remaining portion of the redevelopment improvements with an aggregate cost of approximately $2,300,000. The deadline to satisfy the Note D criteria was May 28, 2008. The Partnership met the criteria to earn the Note D funding and accordingly on June 4, 2008, received the earn-out advance of $1,750,000.

 

The existing mortgage agreement dated May 17, 2005 was modified to reflect the increase in indebtedness from $11,000,000 to $17,500,000. The maturity date and interest rate for the existing mortgage remains unchanged as a result of the modification. Note B has a fixed interest rate of 5.79% per annum, with interest only payments due from May 2007 through October 2008. Note B also required a one time principal payment of $1,000 on March 1, 2008. Payments of principal and interest shall be made in 300 successive monthly installments commencing on November 1, 2008, and continuing through the maturity date of October 1, 2033. The lender can exercise a call option on the outstanding indebtedness, at its sole discretion, on May 1, 2012, and every fifth anniversary thereafter. The mortgage principal balance at May 2012 will be approximately $15,312,000. Notes C and D each have fixed interest rates of 5.82% per annum, with monthly interest only payments commencing on the first day of the second calendar month following the date of disbursement, until November 1, 2008, when monthly payments of principal and interest shall be made for 300 successive monthly installments continuing through the maturity date of October 1, 2033. The Partnership paid approximately $17,000 in loan costs in connection with obtaining the Note C and D advances during the six months ended June 30, 2008, which were capitalized and are included in other assets.

 

#### **Note D – Redevelopment**

 

During 2005, the Partnership began a major redevelopment project at Tamarind Bay Apartments in order to become more competitive with other properties in the area in an effort to increase occupancy at the property.  The redevelopment was completed during the six months ended June 30, 2008 at a total cost of approximately $2,446,000, approximately $13,000 of which was incurred during the six months ended June 30, 2008.

  

In November 2006, the Partnership began a major redevelopment project at Lakeside at Vinings Mountain in order to become more competitive with other properties in the area in an effort to increase occupancy at the property.  The redevelopment consisted of improvements to building exteriors, apartment interiors and common areas.  The building exterior improvements consisted of upgrading of sidewalks, parking lots, doors, balconies and breezeways. The interior improvements consisted of upgrading appliances, kitchen and bathroom cabinetry and countertops, flooring, doors and light fixtures. The common area improvements consisted of upgrading the property’s pool, clubhouse and fitness facility, adding walking trails, gazebos and barbecue areas, converting the tennis court to a dog park, increasing the number of garage spaces and storage rooms and improving the property’s landscaping, exterior lighting and signage. The redevelopment was completed in July 2009 at a total cost of approximately $11,707,000.

 

In November 2006, the Partnership began a major redevelopment project at Greenspoint at Paradise Valley in order to become more competitive with other properties in the area in an effort to increase occupancy at the property.  The redevelopment consisted of improvements to building exteriors, apartment interiors and common areas.  The building exterior improvements consisted of roof replacements to two buildings, exterior painting and upgrading of sidewalks, stairwells and windows.  The interior improvements consisted of upgrading appliances, kitchen and bathroom cabinetry and countertops, flooring, doors and hardware and lighting. The common area improvements consisted of upgrading the property’s pool, hot tub, barbecue area, clubhouse and fitness facility, adding a new business center and improving the property’s landscaping, exterior lighting and signage. The redevelopment was completed in June 2009 at a total cost of approximately $9,404,000.

 

In November 2006, the Partnership began a major redevelopment project at The Peak at Vinings Mountain in order to become more competitive with other properties in the area in an effort to increase occupancy at the property. The redevelopment consisted of improvements to building exteriors, apartment interiors and common areas.  The building exterior improvements consisted of upgrading of sidewalks, parking lots, doors, balconies and breezeways. The interior improvements consisted of upgrading appliances, kitchen and bathroom cabinetry and countertops, flooring, doors, light fixtures and heating and cooling elements. The common area improvements consisted of upgrading the property’s pool, clubhouse and fitness facility, adding a playground and dog park, increasing the number of garage spaces and storage rooms and improving the property’s landscaping, exterior lighting and signage. The redevelopment was completed in July 2009 at a total cost of approximately $13,817,000.

 

During the six months ended June 30, 2008, approximately $232,000 of interest, approximately $40,000 of real estate taxes, and approximately $16,000 of construction period operating costs were capitalized related to the redevelopment projects described above. There were no such costs capitalized during the six months ended June 30, 2009. The projects were funded by advances from AIMCO Properties, L.P., financing proceeds, sale proceeds, operating cash flow, and Partnership reserves. 

 

##### Note E – Sale of Investment Property

 

On June 2, 2008, the Partnership sold Plantation Crossing Apartments to a third party for a gross sale price of approximately $11,350,000.  The net proceeds realized by the Partnership were approximately $11,180,000 after payment of closing costs.  The Partnership used approximately $3,728,000 of the net proceeds to repay the mortgage encumbering the property.  As a result of the sale, the Partnership recorded a gain of approximately $7,165,000 for the three and six months ended June 30, 2008, which is included in gain from sale of discontinued operations, and a loss on the early extinguishment of debt of approximately $301,000 due to the write off of unamortized loan costs and a prepayment penalty of approximately $219,000, which is included in loss from discontinued operations for the three and six months ended June 30, 2008.

 

**Note F – Fair Value of Financial Instruments**

 

SFAS No. 107, "Disclosures about Fair Value of 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 in the SFAS 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 believes that the carrying amount of its financial instruments (except for long term debt) approximates their fair value due to the short-term maturity of these instruments. The Partnership estimates the fair value of its long-term debt by discounting future cash flows using a discount rate commensurate with that currently believed to be available to the Partnership for similar term, long-term debt.  At June 30, 2009, the fair value of the Partnership's long-term debt at the Partnership's incremental borrowing rate approximated its carrying value.

 

###### Note G – Contingencies

 

As previously disclosed, AIMCO Properties, L.P. and NHP Management Company, both affiliates of the Managing General Partner, were defendants in a lawsuit, filed as a collective action in August 2003 in the United States District Court for the District of Columbia, alleging that they willfully violated the Fair Labor Standards Act (“FLSA”) by failing to pay maintenance workers overtime for time worked in excess of 40 hours per week (“overtime claims”). The plaintiffs also contended that AIMCO Properties, L.P. and NHP Management Company failed to compensate maintenance workers for time that they were required to be "on-call" (“on-call claims”). In March 2007, the court in the District of Columbia decertified the collective action. In July 2007, plaintiffs’ counsel filed individual cases in Federal court in 22 jurisdictions.  In the second quarter of 2008, AIMCO Properties, L.P. settled the overtime cases involving 652 plaintiffs and established a framework for resolving the 88 remaining “on-call” claims and the attorneys’ fees claimed by plaintiffs’ counsel. As a result, the lawsuits asserted in the 22 Federal courts have been dismissed. During the fourth quarter of 2008, the Partnership paid approximately $2,000 for settlement amounts for alleged unpaid overtime to employees who had worked at the Partnership’s investment property.  At this time, the 88 remaining “on-call” claims and the attorneys’ fees claimed by plaintiffs’ counsel are not resolved. The parties have selected six “on-call” claims that will proceed forward through the arbitration process and have selected arbitrators.  The arbitrationshave not yet been scheduled.  The Managing General Partner is uncertain as to the amount of any additional loss that may be allocable to the Partnership. Therefore, the Partnership cannot estimate whether any additional loss will occur or a potential range of loss.

 

The Partnership is unaware of any other 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.

 

Environmental

 

Various Federal, state and local laws subject property owners or operators to liability for management, and the costs of removal or remediation, of certain hazardous substances present on a property, including lead-based paint. Such laws often impose liability without regard to whether the owner or operator knew of, or was responsible for, the release or presence of the hazardous substances. The presence of, or the failure to manage or remedy properly, hazardous substances 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 presence of hazardous substances 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 hazardous substances through a licensed disposal or treatment facility. Anyone who arranges for the disposal or treatment of hazardous substances is potentially liable under such laws. 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 liable for environmental liabilities or costs associated with its properties.

 

Mold

 

The Partnership is aware of lawsuits against owners and managers of multifamily properties asserting claims of personal injury and property damage caused by the presence of mold, some of which have resulted in substantial monetary judgments or settlements.  The Partnership has only limited insurance coverage for property damage loss claims arising from the presence of mold and for personal injury claims related to mold exposure.  Affiliates of the Managing General Partner have implemented policies, procedures, third-party audits and training and the Managing General Partner believes that these measures will prevent or eliminate mold exposure and will minimize the effects that mold may have on residents.  To date, the Partnership has not incurred any material costs or liabilities relating to claims of mold exposure or to abate mold conditions.  Because the law regarding mold is unsettled and subject to change the Managing General Partner can make no assurance that liabilities resulting from the presence of or exposure to mold will not have a material adverse effect on the Partnership’s financial condition or results of operations.

 

**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, including, without limitation, statements regarding the effect of redevelopments, the Partnership’s future financial performance, including the Partnership’s ability to maintain current or meet projected occupancy and rent levels, and the effect of government regulations. 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; the general level of interest rates; 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 tenants in such markets; insurance risk; development risks; 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 and the other documents the Partnership files from time to time with the Securities and Exchange Commission.

 

The Partnership's investment properties consist of four apartment complexes. The following table sets forth the average occupancy of the properties for the six months ended June 30, 2009 and 2008:

 
|                                 | Average Occupancy |
|--------------------------------------|-------------------|
| Property                             | 2009              | 2008 |
|                                 |              |   |
| Tamarind Bay Apartments (1)          | 91%               | 94% |
|    St. Petersburg, Florida |              |   |
| The Peak at Vinings Mountain (2)     | 91%               | 68% |
|    Atlanta, Georgia        |              |   |
| Lakeside at Vinings Mountain (2)     | 90%               | 67% |
|    Atlanta, Georgia        |              |   |
| Greenspoint at Paradise Valley (1)   | 79%               | 83% |
|    Phoenix, Arizona        |              |   |

 

(1)   The Managing General Partner attributes the decreases in occupancy at both Tamarind Bay Apartments and Greenspoint at Paradise Valley to poor economic conditions in the local areas.

**** 

(2)   The Managing General Partner attributes the increases in occupancy at both The Peak at Vinings Mountain and Lakeside at Vinings Mountain to units becoming available for rent which had previously been unavailable for lease as a result of the completion of the redevelopment projects at the properties.

 

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 inexpenses. 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 loss for the three and six months ended June 30, 2009 was approximately $1,833,000 and $3,548,000, respectively, compared to net income of approximately $5,180,000 and $3,923,000, respectively, for the corresponding periods in 2008. In accordance with Statement of Financial Accounting Standards (“SFAS”) No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets”, the statements of operations for the three and six months ended June 30, 2008 reflect the operations of Plantation Crossing Apartments as loss from discontinued operations due to its sale on June 2, 2008.

 

On June 2, 2008, the Partnership sold Plantation Crossing Apartments to a third party for a gross sale price of approximately $11,350,000.  The net proceeds realized by the Partnership were approximately $11,180,000 after payment of closing costs.  The Partnership used approximately $3,728,000 of the net proceeds to repay the mortgage encumbering the property.  As a result of the sale, the Partnership recorded a gain of approximately $7,165,000 for the three and six months ended June 30, 2008, which is included in gain from sale of discontinued operations, and a loss on the early extinguishment of debt of approximately $301,000 due to the write off of unamortized loan costs and a prepayment penalty of approximately $219,000, which is included in loss from discontinued operations for the three and six months ended June 30, 2008.

 

The following table presents summarized results of operations related to the Partnership’s discontinued operations for the three and six months ended June 30, 2008 (in thousands):

 
|                                 | Three Months Ended                                     | Six Months Ended                                       |
|--------------------------------------|--------------------------------------------------------|--------------------------------------------------------|
|                                 | June 30, 2008                                          | June 30, 2008                                          |
|                                 |                                                   |                                                   |
| Revenues                             |         $ 260       |         $ 637       |
| Expenses                             |          (383) |          (783) |
| Loss on early extinguishment of debt |         (301)  |         (301)  |
| Loss from discontinued operations    |         $(424)      |         $(447)      |

 

The Partnership’s loss from continuing operations for the three and six months ended June 30, 2009 was approximately $1,833,000 and $3,548,000, respectively, compared to loss from continuing operations of approximately $1,561,000 and $2,795,000, respectively, for the corresponding periods in 2008.  The increase in loss from continuing operations for both periods is due to an increase in total expenses, partially offset by an increase in total revenues.

 

Total expenses increased for the three months ended June 30, 2009 due to increases in operating, depreciation, interest, and property tax expenses, partially offset by a decrease in general and administrative expenses. Total expenses increased for the six months ended June 30, 2009 due to increases in operating, depreciation and interest expenses, partially offset by a decrease in general and administrative expense. Property tax expense remained relatively constant for the six months ended June 30, 2009.  Operating expenses increased for both periods primarily due to increases in contract services at Greenspoint at Paradise Valley and Tamarind Bay Apartments and management fees as a result of the increases in rental income at The Peak at Vinings Mountain and Lakeside at Vinings Mountain. Depreciation expense increased at all of the properties due to property improvements and replacements placed into service during the past twelve months due to the completion of the redevelopment projects. Interest expense increased primarily due to a decrease in interest capitalized as a result of the redevelopment projects at the Partnership’s properties and the satisfaction of the Note D criteria related to the 2007 modification of the mortgage encumbering Greenspoint at Paradise Valley, which increased the carrying value of the mortgage, partially offset by a decrease in interest on advances from an affiliate of the Managing General Partner as a result of a lower variable rate charged on such advances. Property tax expense increased for the three months ended June 30, 2009 primarily due to a decrease in property taxes capitalized as a result of the redevelopment projects at the Partnership’s properties.

 

The decrease in general and administrative expenses for both periods is primarily due to a decrease in management reimbursements to an affiliate of the Managing General Partner as allowed under the Partnership Agreement. Also included in general and administrative expenses for the three and six months ended June 30, 2009 and 2008 are costs associated with the quarterly and annual communications with investors and regulatory agencies and the annual audit required by the Partnership Agreement.

 

Total revenues increased for both periods due to increases in both rental and other income. Rental income increased primarily due to increases in occupancy and the average rental rate at The Peak at Vinings Mountain and Lakeside at Vinings Mountain, partially offset by decreases in occupancy at Tamarind Bay Apartments and Greenspoint at Paradise Valley and the average rental rate at Tamarind Bay Apartments. Other income increased for both periods due to increases in resident utility reimbursements at all of the investment properties and an increase in application fees at three of the investment properties.

 

During 2006, the Partnership began major redevelopment projects at Greenspoint at Paradise Valley, The Peak at Vinings Mountain and Lakeside at Vinings Mountain in order for the properties to remain competitive with other properties in their respective local markets. The redevelopments were completed in June and July 2009 at a total cost of approximately $34,928,000. During the construction period, certain expenses were capitalized and are being depreciated over the remaining lives of the related assets.  During the six months ended June 30, 2008, approximately $232,000 of construction period interest, approximately $40,000 of construction period real estate taxes and approximately $16,000 of other construction period operating costs were capitalized. No such costs were capitalized during the six months ended June 30, 2009.

 

Liquidity and Capital Resources

 

At June 30, 2009, the Partnership had cash and cash equivalents of approximately $88,000, compared to approximately $455,000 at June 30, 2008.  Cash and cash equivalents decreased approximately $120,000, from December 31, 2008, due to approximately $834,000 and $627,000 of cash used in financing and investing activities, respectively, partially offset by approximately $1,341,000 of cash provided by operating activities. Cash used in financing activities consisted of principal payments made on the mortgages encumbering the Partnership’s investment properties and repayment of advances from an affiliate of the Managing General Partner. Cash used in investing activities consisted of property improvements and replacements. The Partnership invests its working capital reserves in interest bearing accounts.

 

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. During the six months ended June 30, 2008, this credit limit was exceeded and AIMCO Properties, L.P. advanced the Partnership approximately $7,569,000 to fund operations and redevelopment costs at all of the Partnership’s remaining properties.  There were no such advances during the six months ended June 30, 2009. 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 range from the prime rate plus 2% 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 adjustmentquarterly.  The interest rates on outstanding advances at June 30, 2009 ranged from 3.75% to 6.44%. Interest expense was approximately $596,000 and $680,000 for the six months ended June 30, 2009 and 2008, respectively. During the six months ended June 30, 2009 and 2008, the Partnership repaid approximately $337,000 and $8,225,000, respectively, of advances and accrued interest. At June 30, 2009 and December 31, 2008, the total advances and accrued interest due to AIMCO Properties, L.P. was approximately $23,628,000 and $23,369,000, respectively, and are included in due to affiliates. 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.

 

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 six months ended June 30, 2009, the Partnership completed approximately $320,000 of capital improvements at Lakeside at Vinings Mountain arising from the redevelopment of the property. Additional capital improvements of approximately $31,000 were also completed, which consisted primarily of floor covering replacement. These improvements were funded from operating cash flow. In November 2006, the Partnership began a major redevelopment project at the property in order for it to become more competitive with other properties in the area in an effort to increase occupancy at the property. The redevelopment consisted of improvements to building exteriors, apartment interiors and common areas. The building exterior improvements consisted of upgrading of sidewalks, parking lots, doors, balconies and breezeways. The interior improvements consisted of upgrading appliances, kitchen and bathroom cabinetry and countertops, flooring, doors and light fixtures. The common area improvements consisted of upgrading the property’s pool, clubhouse and fitness facility, adding walking trails, gazebos and barbecue areas, converting the tennis court to a dog park, increasing the number of garage spaces and storage rooms and improving the property’s landscaping, exterior lighting and signage. The redevelopment was completed in July 2009 at a total cost of approximately $11,707,000. 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 2009. 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 six months ended June 30, 2009, the Partnership completed approximately $5,000 of capital improvements at Greenspoint at Paradise Valley arising from the redevelopment of the property. Additional capital improvements of approximately $71,000 were also completed, which consisted primarily of floor covering replacement. These improvements were funded from operating cash flow. In November 2006, the Partnership began a major redevelopment project at the property in order for it to become more competitive with other properties in the area in an effort to increase occupancy at the property. The redevelopment consisted of improvements to building exteriors, apartment interiors and common areas. The building exterior improvements consisted of roof replacements to two buildings, exterior painting and upgrading of sidewalks, stairwells and windows. The interior improvements consisted of upgrading appliances, kitchen and bathroom cabinetry and countertops, flooring, doors and hardware and lighting. The common area improvements consisted of upgrading the property’s pool, hot tub, barbecue area, clubhouse and fitness facility, adding a new business center and improving the property’s landscaping, exterior lighting and signage. The redevelopment was completed in June 2009 at a total cost ofapproximately $9,404,000. 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 2009. Such capital expenditures will depend on the physical condition of the property as well as anticipated cash flow generated by the property.

 

The Peak at Vinings Mountain

 

During the six months ended June 30, 2009, the Partnership completed approximately $61,000 of capital improvements at The Peak at Vinings Mountain arising from the redevelopment of the property. Additional capital improvements of approximately $58,000 were also completed, which consisted primarily of floor covering replacement. These improvements were funded from operating cash flow. In November 2006, the Partnership began a major redevelopment project at the property in order for it to become more competitive with other properties in the area in an effort to increase occupancy at the property. The redevelopment consisted of improvements to building exteriors, apartment interiors and common areas.  The building exterior improvements consisted of upgrading of sidewalks, parking lots, doors, balconies and breezeways. The interior improvements consisted of upgrading appliances, kitchen and bathroom cabinetry and countertops, flooring, doors, light fixtures and heating and cooling elements. The common area improvements consisted of upgrading the property’s pool, clubhouse and fitness facility, adding a playground and dog park, increasing the number of garage spaces and storage rooms and improving the property’s landscaping, exterior lighting and signage. The redevelopment was completed in July 2009 at a total cost of approximately $13,817,000. 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 2009. 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 six months ended June 30, 2009, the Partnership completed approximately $87,000 of capital improvements at Tamarind Bay Apartments, which consisted primarily of cabinet 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 2009. Such capital expenditures will depend on the physical condition of the property as well as anticipated cash flow generated by the property.

 

Capital expenditures will be incurred only if cash is available from operations, Partnership reserves or advances from AIMCO Properties, L.P., although AIMCO Properties, L.P. does not have an obligation to fund such advances.  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 and repayment of advances from affiliates) of the Partnership.  On March 30, 2007, the Partnership obtained an increase of $6,500,000 to the maximum principal amount available under the existing mortgage on Greenspoint at Paradise Valley. Greenspoint at Paradise Valley recently completed a redevelopment project. The additional availability under the mortgage is comprised of an initial advance (“Note B”) of $3,000,000 that was made to the Partnership on March 30, 2007, and two earn-out advances of $1,750,000 each (“Note C” and “Note D”), that were made to the Partnership on January 18, 2008 and June 4, 2008, respectively.

 

The existing mortgage agreement, with a current balance of approximately $16,480,000, was modified to reflect the increase in indebtedness from $11,000,000 to $17,500,000.  The maturity date and interest rate for the existing mortgageremains unchanged as a result of the modification.   Note B has a fixed interest rate of 5.79% per annum and Notes C and D each have fixed interest rates of 5.82% per annum.  The lender can exercise a call option on the outstanding indebtedness, at its sole discretion, on May 1, 2012, and every fifth anniversary thereafter. The mortgage principal balance at May 2012 will be approximately $15,312,000. The Partnership paid approximately $17,000 in loan costs in connection with obtaining the Note C and D advances during the six months ended June 30, 2008, which were capitalized and are included in other assets.

 

The mortgage indebtedness encumbering Tamarind Bay Apartments of approximately $6,964,000 matures in September 2021 at which time balloon payments of approximately $5,423,000 are required. The mortgage indebtedness encumbering The Peak at Vinings Mountain and Lakeside at Vinings Mountain of approximately $12,604,000 matures in July 2013 at which time balloon payments of approximately $9,778,000 are required. 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.

 

There were no distributions during the six months ended June 30, 2009 and 2008. 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. Given the amounts accrued and payable to affiliates of the Managing General Partner at June 30, 2009, it is not expected that the Partnership will generate sufficient funds from operations, after planned capital expenditures, to permit any distributions to its partners in 2009 or for the foreseeable future.

 

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 68.00% of the outstanding Units at June 30, 2009. 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 68.00% 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 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; and changes in tax laws and housing laws, including the enactment of rent control laws or other laws regulating multi-family housing.  Any adverse changes in these factors could cause impairment of the Partnership’s assets.

 

Capitalized Costs Related to Redevelopment & Construction Projects

 

The Partnership capitalizes costs incurred in connection with capital expenditure activities, including redevelopment and construction projects. Costs including interest, property taxes and operating costs associated with redevelopment and construction projects are capitalized during periods in which redevelopment and construction projects are in progress in accordance with SFAS No. 34, “Capitalization of Interest Costs”, and SFAS No. 67, “Accounting for Costs and the Initial Rental Operations of Real Estate Properties”. Included in these capitalized costs are payroll costs associated with time spent by site employees in connection with the planning, execution and control of all capital expenditure activities at the property level.  

 

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.

 

**Item 4T.   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 andprincipal 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 1.     LEGAL PROCEEDINGS**

 

As previously disclosed, AIMCO Properties, L.P. and NHP Management Company, both affiliates of the Managing General Partner, were defendants in a lawsuit, filed as a collective action in August 2003 in the United States District Court for the District of Columbia, alleging that they willfully violated the Fair Labor Standards Act (“FLSA”) by failing to pay maintenance workers overtime for time worked in excess of 40 hours per week (“overtime claims”). The plaintiffs also contended that AIMCO Properties, L.P. and NHP Management Company failed to compensate maintenance workers for time that they were required to be "on-call" (“on-call claims”). In March 2007, the court in the District of Columbia decertified the collective action. In July 2007, plaintiffs’ counsel filed individual cases in Federal court in 22 jurisdictions.  In the second quarter of 2008, AIMCO Properties, L.P. settled the overtime cases involving 652 plaintiffs and established a framework for resolving the 88 remaining “on-call” claims and the attorneys’ fees claimed by plaintiffs’ counsel. As a result, the lawsuits asserted in the 22 Federal courts have been dismissed. During the fourth quarter of 2008, the Partnership paid approximately $2,000 for settlement amounts for alleged unpaid overtime to employees who had worked at the Partnership’s investment property.  At this time, the 88 remaining “on-call” claims and the attorneys’ fees claimed by plaintiffs’ counsel are not resolved. The parties have selected six “on-call” claims that will proceed forward through the arbitration process and have selected arbitrators.  The arbitrations have not yet been scheduled.  The Managing General Partner is uncertain as to the amount of any additional loss that may be allocable to the Partnership. Therefore, the Partnership cannot estimate whether any additional loss will occur or a potential range of loss.

 

**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.

SIGNATURES

** **

** **

** **

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

 

 
|                  | CENTURY PROPERTIES FUND XIX, LP                         |
|-----------------------|---------------------------------------------------------|
|                  |                                                    |
|                  | By:   Fox Partners II                         |
|                  |       General Partner          |
|                  |                                                    |
|                  | By:   Fox Capital Management Corporation      |
|                  |       Managing General Partner |
|                  |                                                    |
| Date: August 12, 2009 | By:   /s/Steven D. Cordes                     |
|                  |       Steven D. Cordes         |
|                  |       Senior Vice President    |
|                  |                                                    |
| Date: August 12, 2009 | By:   /s/Stephen B. Waters                    |
|                  |       Stephen B. Waters        |
|                  |       Senior Director          |
|                  |                                                    |
|                  |                                                    |

 

 

 

**CENTURY PROPERTIES FUND XIX, LP**

**EXHIBIT INDEX**

 

 

**Exhibit****          Description of Exhibit**

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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 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 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 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.

 

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 Century Properties Fund XIX, dated September 29, 2003, incorporated by reference to Current Report on Form 8-K dated September 29, 2003.

 

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

 

10.16         Multifamily Note dated June 25, 2003 between Century Properties Fund XIX, LP and KeyCorp Real Estate Capital Markets, Inc., incorporated by reference to the Registrant’s Current Report on Form 8-K dated June 25, 2003.

 

10.17         Replacement Reserve Agreement dated June 25, 2003 between Century Properties Fund XIX, LP and KeyCorp Real Estate Capital Markets, Inc., incorporated by reference to the Registrant’s Current Report on Form 8-K dated June 25, 2003.

 

10.18         Repair Escrow Agreement dated June 25, 2003 between Century Properties Fund XIX, LP and KeyCorp Real Estate Capital Markets,Inc., incorporated by reference to the Registrant’s Current Report on Form 8-K dated June 25, 2003.

 

10.19         Multifamily Note dated June 25, 2003 between Century Properties Fund XIX, LP and KeyCorp Real Estate Capital Markets, Inc., incorporated by reference to the Registrant’s Current Report on Form 8-K dated June 25, 2003.

 

10.20         Replacement Reserve Agreement dated June 25, 2003 between Century Properties Fund XIX, LP and KeyCorp Real Estate Capital Markets, Inc., incorporated by reference to the Registrant’s Current Report on Form 8-K dated June 25, 2003.

 

10.21         Repair Escrow Agreement dated June 25, 2003 between Century Properties Fund XIX, LP and KeyCorp Real Estate Capital Markets, Inc., incorporated by reference to the Registrant’s Current Report on Form 8-K dated June 25, 2003.

 

10.26         Promissory Note dated May 17, 2005 between Century Properties Fund XIX, a California limited partnership and ING USA Annuity and Life Insurance Company incorporated by reference to the Registrant’s Current Report on Form 8-K dated May 17, 2005.

 

10.27         Deed of Trust, Security Agreement, Financing Statement and Fixture Filing, dated May 17, 2005 between Century Properties Fund XIX, LP, a California limited partnership and ING USA Annuity and Life Insurance Company incorporated by reference to the Registrant’s Current Report on Form 8-K dated May 17, 2005.

 

10.37         Multifamily Note dated June 30, 2006 between Century Properties Fund XIX, LP, a California limited partnership and Capmark Finance Inc., a California corporation, incorporated by reference to the Registrant’s Current Report on Form 8-K dated June 30, 2006.

 

10.38         Amended and Restated Multifamily Note dated June 30, 2006 between Century Properties Fund XIX, LP, a California limited partnership and Federal Home Loan Mortgage Corporation, incorporated by reference to the Registrant’s Current Report on Form 8-K dated June 30, 2006.

 

10.39         Modification Agreement between ING Life Insurance and Annuity Company, a Connecticut corporation, and Century Properties Fund XIX, LP, a California limited partnership, dated March 30, 2007 (incorporated by reference to the Registrant’s Current Report on Form 8-K dated March 30, 2007).

 

10.40         Loan Agreement between ING Life Insurance and Annuity Company, a Connecticut corporation, and Century Properties Fund XIX, LP, a California limited partnership, dated March 30, 2007 (incorporated by reference to the Registrant’s Current Report on Form 8-K dated March 30, 2007).

 

10.41         Promissory Note (“Note B”) between ING Life Insurance and Annuity Company, a Connecticut corporation, and Century Properties Fund XIX, LP, a California limited partnership, dated March 30, 2007 (incorporated by reference to the Registrant’s Current Report on Form 8-K dated March 30, 2007).

 

10.42         Promissory Note (“Note C”) between ING Life Insurance and Annuity Company, a Connecticut corporation, and Century Properties Fund XIX, LP, a California limited partnership, dated March 30, 2007 (incorporated by reference to the Registrant’s Current Report on Form 8-K dated March 30, 2007).

 

10.43         Promissory Note (“Note D”) between ING Life Insurance and Annuity Company, a Connecticut corporation, and Century Properties Fund XIX, LP, a California limited partnership, dated March 30, 2007 (incorporated by reference to the Registrant’s Current Report on Form 8-K dated March 30, 2007).

 

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.