FORM 10-QSB--QUARTERLY REPORT UNDER SECTION 13 OR 15 (D)
OF THE SECURITIES EXCHANGE ACT OF 1934
Quarterly or Transitional Report
(As last amended in Rel. No. 312905, eff. 4/26/93.)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1996
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from.........to.........
Commission file number 0-13418
CENTURY PROPERTIES GROWTH FUND XXII
(Exact name of small business issuer as specified in its charter)
California 94-2939418
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
One Insignia Financial Plaza
Greenville, South Carolina 29602
(Address of principal executive offices) (Zip Code)
Issuer's telephone number (864) 239-1000
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X . No .
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
a) CENTURY PROPERTIES GROWTH FUND XXII
CONSOLIDATED BALANCE SHEET
(Unaudited)
(in thousands, except unit data)
September 30, 1996
Assets
Cash and cash equivalents $ 1,758
Restricted cash 500
Other assets 2,014
Investment properties:
Land $ 14,396
Buildings and related personal property 114,604
129,000
Less accumulated depreciation (47,210) 81,790
Deferred financing costs, net 1,759
$ 87,821
Liabilities and Partners' Capital (Deficit)
Liabilities
Accounts payable and accrued expenses $ 2,193
Mortgages payables 73,253
Partners' Capital (Deficit):
Limited partners' (82,848 units issued and
outstanding) $ 19,694
General partners' (7,319) 12,375
$ 87,821
See Accompanying Notes to Consolidated Financial Statements
b) CENTURY PROPERTIES GROWTH FUND XXII
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(in thousands, except unit data)
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 30, September 30,
1996 1995 1996 1995
<S> <C> <C> <C> <C>
Revenues:
Rental income $ 4,887 $ 4,940 $ 14,514 $ 15,081
Other income 276 192 753 552
Gain on disposition of
property -- 2,004 -- 2,004
Total revenues 5,163 7,136 15,267 17,637
Expenses:
Operating 2,363 2,814 7,384 7,912
Interest 1,557 1,863 5,019 5,678
Depreciation 966 976 2,867 3,035
General and administrative 83 43 312 163
Total expenses 4,969 5,696 15,582 16,788
Income (loss) before
extraordinary loss 194 1,440 (315) 849
Extraordinary loss on
extinguishment of debt -- (217) (481) (217)
Net income (loss) $ 194 $ 1,223 $ (796) $ 632
Net income (loss) allocated
to general partners $ 23 $ 145 $ (94) $ 75
Net income (loss) allocated
to limited partners 171 1,078 (702) 557
Net income (loss) $ 194 $ 1,223 $ (796) $ 632
Net income (loss) per
limited partnership unit:
Income (loss) before
extraordinary loss $ 2.07 $ 15.64 $ (3.35) $ 9.35
Extraordinary loss -- (2.62) (5.12) (2.62)
Net income (loss) per
limited partnership unit $ 2.07 $ 13.02 $ (8.47) $ 6.73
Distribution per limited
partnership unit $ -- $ -- $ 30.75 $ --
<FN>
See Accompanying Notes to Consolidated Financial Statements
</TABLE>
c) CENTURY PROPERTIES GROWTH FUND XXII
CONSOLIDATED STATEMENT OF PARTNERS' CAPITAL (DEFICIT)
(Unaudited)
(in thousands, except unit data)
<TABLE>
<CAPTION>
Limited General Limited
Partnership Partners' Partners' Total
Units Deficit Capital Capital
<S> <C> <C> <C> <C>
Partners' (deficit) capital at
December 31, 1995 82,848 $ (7,173) $ 22,945 $ 15,772
Net loss for the nine months
ended September 30, 1996 -- (94) (702) (796)
Distributions to partners -- (52) (2,549) (2,601)
Partners' (deficit) capital
at September 30, 1996 82,848 $ (7,319) $ 19,694 $ 12,375
<FN>
See Accompanying Notes to Consolidated Financial Statements
</TABLE>
d) CENTURY PROPERTIES GROWTH FUND XXII
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(in thousands)
<TABLE>
<CAPTION>
Nine Months Ended
September 30,
1996 1995
<S> <C> <C>
Operating activities:
Net (loss) income $ (796) $ 632
Adjustments to reconcile net (loss) income to cash
provided by operating activities:
Depreciation 2,867 3,035
Amortization of mortgage costs 252 106
Extraordinary loss on extinguishment of debt 481 217
Gain on disposition of property -- (2,004)
Change in account:
Other assets (696) (843)
Accounts payable and accrued expenses 846 851
Net cash provided by operating activities 2,954 1,994
Cash flows from investing activities:
Net proceeds on disposition of property -- 2,926
Property improvements and replacements (605) (387)
Net cash (used in) provided by investing (605) 2,539
activities
Cash flows from financing activities:
Mortgage principal payments (414) (470)
Repayment of mortgage notes payable (48,018) --
Proceeds from long-term borrowings 47,575 --
Loan costs (1,448) (13)
Debt extinguishment costs (402) --
Distributions paid to partners (2,601) --
Net cash used in financing activities (5,308) (483)
Net (decrease) increase in cash and cash equivalents (2,959) 4,050
Cash and cash equivalents at beginning of period 4,717 475
Cash and cash equivalents at end of period $ 1,758 $ 4,525
Supplemental information:
Cash paid for interest $ 4,768 $ 5,277
Sale of property and assumption of mortgage in 1995 - See Note D
<FN>
See Accompanying Notes to Consolidated Financial Statements
</TABLE>
e) CENTURY PROPERTIES GROWTH FUND XXII
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE A - BASIS OF PRESENTATION
The accompanying unaudited financial statements have been prepared in
accordance with generally accepted accounting principles for interim financial
information and with the instructions to Form 10-QSB and Item 310(b) of
Regulation S-B. Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements. In the opinion of Fox Capital Management Corporation, a
California corporation ("FCMC" or the "Managing General Partner"), all
adjustments (consisting of normal recurring accruals) considered necessary for a
fair presentation have been included. Operating results for the three and nine
month periods ended September 30, 1996, are not necessarily indicative of the
results that may be expected for the fiscal year ended December 31, 1996. For
further information, refer to the financial statements and footnotes thereto
included in the annual report of Century Properties Growth Fund XXII (the
"Partnership") on Form 10-K for the year ended December 31, 1995.
Certain reclassifications have been made to the 1995 information to conform
to the 1996 presentation.
NOTE B - TRANSACTIONS WITH AFFILIATED PARTIES
The Partnership has no employees and is dependent on the Managing General
Partner and its affiliates for the management and administration of all
partnership activities. The Partnership Agreement provides for payments to
affiliates for services and as reimbursement of certain expenses incurred by
affiliates on behalf of the Partnership.
Fox Partners IV, a California general partnership, is the general partner of
the Partnership. The general partners of Fox Partners IV are: FCMC, Fox Realty
Investors ("FRI"), a California general partnership, and Fox Associates 84, a
California general partnership.
Pursuant to a series of transactions which closed during the first half of
1996, affiliates of Insignia Financial Group, Inc. ("Insignia") acquired (i)
control of NPI Equity Investments II, Inc. ("NPI Equity"), the managing general
partner of FRI, and (ii) all of the issued and outstanding shares of stock of
FCMC. NPI Equity is a wholly-owned subsidiary of National Property Investors,
Inc. ("NPI"). In connection with these transactions, affiliates of Insignia
appointed new officers and directors of NPI Equity and FCMC.
The following transactions with affiliates of Insignia, NPI, and affiliates
of NPI were charged to expense in 1996 and 1995:
For the Nine Months Ended
September 30,
1996 1995
Property management fees (included in operating
expenses) $ 755,000 $ 770,000
Reimbursement for services of affiliates (included
in general and administrative expenses) 140,000 108,000
For the period from January 19, 1996, to September 30, 1996, the Partnership
insured its properties under a master policy through an agency and insurer
unaffiliated with the Managing General Partner. An affiliate of the Managing
General Partner acquired, in the acquisition of a business, certain financial
obligations from an insurance agency which was later acquired by the agent who
placed the current year's master policy. The current agent assumed the
financial obligations to the affiliate of the Managing General Partner who
received payments on these obligations from the agent. The amount of the
Partnership's insurance premiums accruing to the benefit of the affiliate of the
Managing General Partner by virtue of the agent's obligations is not
significant.
An affiliate of the Managing General Partner was paid a fee of $1,000
relating to a successful real estate tax appeal on the Partnership's Wood Creek
Apartment complex during the nine months ended September 30, 1995.
Additionally, in connection with the refinancing of Wood Creek, Four Winds,
and Plantation Creek (see "Note C"), Insignia Mortgage & Investment Company, an
affiliate of the Managing General Partner, received $192,000 in January 1996.
NOTE C - REFINANCING AND EXTRAORDINARY LOSS
On January 17, 1996, the Partnership refinanced the mortgages encumbering
Wood Creek, Four Winds, and Plantation Creek. The new mortgages carry a stated
interest rate of 7.93% and are amortized over 30 years with balloon payments due
on February 1, 2006. On June 14, 1996, the Partnership refinanced the mortgage
encumbering Autumn Run. The new mortgage carries a stated interest rate of 8%
through July 1, 1996, and a rate equal to 2.50% plus the LIB0 Rate thereafter.
The new mortgage matures November 15, 1996. Loan costs are being amortized over
the lives of the loans.
The refinancing of Wood Creek replaced indebtedness of $12,500,000 with a new
mortgage in the amount of $12,900,000. Total capitalized loan costs were
$318,000. The early extinguishment of debt resulted in an extraordinary loss of
$350,000, arising from prepayment penalties and the write-off of unamortized
loan costs. Wood Creek was also required to pay a release price of $1,500,000
which was used to paydown the mortgage on Promontory Point.
The refinancing of Four Winds replaced indebtedness of $10,410,000 with a new
mortgage in the amount of $9,675,000. Total capitalized loan costs were
$296,000.
The refinancing of Plantation Creek replaced indebtedness of $13,045,000 with
a new mortgage in the amount of $15,900,000. Total capitalized loan costs were
$413,000. The early extinguishment of debt resulted in an extraordinary loss of
$131,000, arising from prepayment penalties and the write-off of unamortized
loan costs.
The refinancing of Autumn Run replaced indebtedness of $10,563,000 with a new
mortgage in the amount of $9,100,000. Total capitalized loan costs were
$150,000.
NOTE D - SALE OF INVESTMENT PROPERTY
On August 18, 1995, the Partnership sold its Monterey Village Apartments to an
unaffiliated third party for $10,609,000. After assumption of the mortgage
balance of $7,359,000 and closing costs, the Partnership received net proceeds
of $2,926,000. For financial reporting purposes the sale resulted in a gain on
disposition of $2,004,000 as of September 30, 1995. The Partnership also
recognized an extraordinary loss on extinguishment of debt of $217,000 in 1995
due to the write-off of unamortized loan costs.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS
The Partnership's investment properties consist of nine apartment complexes.
The following table sets forth the average occupancy of the properties for the
nine month periods ended September 30, 1996 and 1995:
Average
Occupancy
Property 1996 1995
Cooper's Pointe Apartments
North Charleston, South Carolina 97% 94%
Copper Mill Apartments
Richmond, Virginia 95% 97%
Four Winds Apartments
Overland Park, Kansas 97% 97%
Autumn Run Apartments
Naperville, Illinois 92% 95%
Plantation Creek Apartments
Atlanta, Georgia 97% 95%
Wood Creek Apartments
Mesa, Arizona 95% 97%
Promontory Point Apartments
Austin, Texas 91% 98%
Hampton Greens Apartments
Dallas, Texas 94% 97%
Stoney Creek Apartments
Dallas, Texas 92% 94%
The Managing General Partner attributes the decrease in occupancy at
Promontory Point to residents buying homes in the Austin area. In addition, new
growth in Austin is taking place in the south area of town and this property is
located in the north area.
The Partnership's net income and loss for the three and nine month periods
ended September 30, 1996, was approximately $194,000 and $796,000, respectively.
The Partnership reported income of approximately $1,223,000 and $632,000 for the
corresponding periods of 1995. The decrease in income for the nine month period
is primarily attributable to the gain on disposition of the Partnership's
Monterey Village Apartments in August 1995. Also contributing to the decrease is
an increase in general and administrative expense and an extraordinary loss on
extinguishment of debt recognized in 1996. As noted in "Item 1, Note B -
Transactions with Affiliated Parties," the Partnership reimburses the Managing
General Partner and its affiliates for its costs involved in the management and
administration of all partnership activities. While overall expense
reimbursements have increased during the three and nine month periods ended
September 30, 1996, the recurring expenses subsequent to the transition efforts
to the new administration are expected to more closely approximate historical
levels. The increase in expense reimbursements during the three and nine month
periods ended September 30, 1996, is directly attributable to the combined
transition efforts of the Greenville, South Carolina, and Atlanta, Georgia,
administrative offices during the year-end close, preparation of the 1995 10-K
and tax return (including the limited partner K-1's), filing of the first two
quarterly reports and transition of asset management responsibilities to the new
administration. There is also an increase in professional fees including audit
and tax fees. Offsetting the above changes is a decrease in interest expense
due to the refinancing of four properties, the assumption of the mortgage that
encumbered Monterey Village at the 1995 sale date and the reduced principal
balance at Promontory Point due to the $1,500,000 paydown as discussed in "Item
1, Note C - Refinancing and Extraordinary Loss". Operating expense decreased
for the three and nine month periods ended September 30, 1996, as compared to
the same periods in 1995 due to the sale of Monterey Village Apartments and due
to reduced expenditures at Plantation Creek Apartments, Cooper Pointe
Apartments, and Hampton Greens Apartments. The decreases in operating
expenditures at Plantation Creek and Cooper Pointe were due to exterior and
interior painting costs at both properties in 1995. There was also a reduction
of floor covering repairs at Plantation Creek in 1996 as compared to 1995. The
decreases in operating expenses at Hampton Greens in 1996 as compared to 1995 is
due to the receipt in 1996 of insurance proceeds related to wind damage
sustained at the property and a reduction in floor covering repairs. These
decreases in operating expenses were partially offset by increases in operating
expenses at Promontory Point Apartments. The increase at Promontory Point
Apartments was due to increased advertising in an effort to increase occupancy
and professional fees. Also offsetting the above changes is a decrease in
depreciation expense. The decrease in depreciation expense is due to the sale
of Monterey Village Apartments in August 1995.
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 rentals and
maintaining a high overall occupancy level. However, due to changing market
conditions, which can result in the use of rental concessions and rental
reductions to offset softening market conditions, there is no guarantee that the
Managing General Partner will be able to sustain such a plan.
At September 30, 1996, the Partnership had unrestricted cash of $1,758,000 as
compared to $4,525,000 at September 30, 1995. Net cash provided by operating
activities increased primarily as a result of the reduction in operating
expenditures as discussed above and a reduction of the change in other assets.
The increase in cash used in investing activities is due to the net proceeds on
disposition of Monterey Village in 1995. The increase in cash used in financing
activities is due to the Partnership obtaining new financing on four of its
properties in 1996. In addition, the Partnership paid a distribution of
approximately $2,601,000 to its partners in the first quarter of 1996.
An affiliate of the Managing General Partner has made available to the
Partnership a credit line of up to $150,000 per property owned by the
Partnership. The Partnership has no outstanding amounts due under this line of
credit. Based on present plans, the Managing General Partner does not
anticipate the need to borrow in the near future. Other than cash and cash
equivalents, the line of credit is the Partnership's only unused source of
liquidity.
The sufficiency of existing liquid assets to meet future liquidity and
capital expenditure requirements is directly related to the level of capital
expenditures required at the property to adequately maintain the physical assets
and other operating needs of the Partnership. Such assets are currently thought
to be sufficient for any near-term needs of the Partnership. The mortgage
indebtedness of $73,253,000 is amortized over varying periods with balloon
payments ranging from November 15, 1996, to February 1, 2006. The Partnership
is attempting to obtain new financing for Autumn Run which has debt maturing
November 15, 1996. Future cash distributions will depend on the levels of cash
generated from operations, a property sale, and the availability of cash
reserves. No cash distributions were paid in 1995. During the first three
months of 1996, the Partnership distributed $2,549,000 ($30.75 per limited
partnership unit) to the limited partners and $52,000 to the general partners
from the proceeds received from the sale of the Partnership's Monterey Village
property.
PART II - OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
a) Exhibit 27, Financial Data Schedule, is filed as an exhibit to this
report.
b) Reports on Form 8-K: None filed during the quarter ended September 30,
1996.
SIGNATURE
In accordance with the requirement of the Exchange Act, the Registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
CENTURY PROPERTIES GROWTH FUND XXII
By: FOX PARTNERS IV
Its General Partner
By: FOX CAPITAL MANAGEMENT CORPORATION,
Managing General Partner
By: /s/William H. Jarrard, Jr.
William H. Jarrard, Jr.
President and Director
By: /s/Ronald Uretta
Ronald Uretta
Principal Financial Officer
and Principal Accounting Officer
Date: November 7, 1996
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from Century
Properties Growth Fund XXII 1996 Third Quarter 10-QSB and is qualified in its
entirety by reference to such 10-QSB filing.
</LEGEND>
<CIK> 0000740156
<NAME> CENTURY PROPERTIES GROWTH FUND XXII
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> SEP-30-1996
<CASH> 1,758
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0<F1>
<PP&E> 129,000
<DEPRECIATION> (47,210)
<TOTAL-ASSETS> 87,821
<CURRENT-LIABILITIES> 0<F1>
<BONDS> 73,253
0
0
<COMMON> 0
<OTHER-SE> 12,375
<TOTAL-LIABILITY-AND-EQUITY> 87,821
<SALES> 0
<TOTAL-REVENUES> 15,267
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 15,582
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 5,019
<INCOME-PRETAX> (315)
<INCOME-TAX> 0
<INCOME-CONTINUING> (315)
<DISCONTINUED> 0
<EXTRAORDINARY> (481)
<CHANGES> 0
<NET-INCOME> (796)
<EPS-PRIMARY> (8.47)<F2>
<EPS-DILUTED> 0
<FN>
<F1>Registrant has an unclassified balance sheet.
<F2>Multiplier is 1.
</FN>
</TABLE>
