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 by 34-32231, eff. 6/3/93.)
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 March 31, 1997
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
Check whether the issuer (1) has filed all reports required to be filed by
Section 13 or 15 (d) of the Exchange Act during the past 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)
March 31, 1997
Assets
Cash and cash equivalents $ 1,827
Restricted cash 500
Receivables and deposits 2,137
Other assets 1,809
Investment properties:
Land $ 14,396
Buildings and related personal property 115,487
129,883
Less accumulated depreciation (49,109) 80,774
$ 87,047
Liabilities and Partners' Capital (Deficit)
Liabilities
Accounts payable $ 158
Tenants' security deposits 380
Accrued property taxes 923
Other liabilities 669
Notes payables 73,028
Partners' Capital (Deficit):
Limited partners' (82,848 units issued and
outstanding) $ 19,266
General partner's (7,377) 11,889
$ 87,047
See Accompanying Notes to Consolidated Financial Statements
b) CENTURY PROPERTIES GROWTH FUND XXII
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(in thousands, except unit data)
Three Months Ended
Ended
March 31,
1997 1996
Revenues:
Rental income $ 4,854 $ 4,849
Other income 275 194
Total revenues 5,129 5,043
Expenses:
Operating 2,262 2,428
Interest 1,489 1,827
Depreciation 971 942
General and administrative 72 110
Loss on disposal of property 78 77
Total expenses 4,872 5,384
Income (loss) before extraordinary loss 257 (341)
Extraordinary loss on extinguishment of debt -- (481)
Net income (loss) $ 257 $ (822)
Net income (loss) allocated to general partner $ 30 $ (97)
Net income (loss) allocated to limited partners 227 (725)
Net income (loss) $ 257 $ (822)
Net income (loss) per
limited partnership unit:
Income (loss) before extraordinary loss $ 2.74 $ (3.63)
Extraordinary loss -- (5.12)
Net income (loss) per limited partnership unit $ 2.74 $ (8.75)
Distribution per limited partnership unit $ -- $ 30.75
See Accompanying Notes to Consolidated Financial Statements
c) CENTURY PROPERTIES GROWTH FUND XXII
CONSOLIDATED STATEMENT OF PARTNERS' (DEFICIT) CAPITAL
(Unaudited)
(in thousands, except unit data)
<TABLE>
<CAPTION>
Limited General Limited
Partnership Partner's Partners' Total
Units Deficit Capital Capital
<S> <C> <C> <C> <C>
Partners' (deficit) capital at
December 31, 1996 82,848 $ (7,407) $ 19,039 $ 11,632
Net income for the three
months ended March 31, 1997 -- 30 227 257
Partners' (deficit) capital
at March 31, 1997 82,848 $ (7,377) $ 19,266 $ 11,889
<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>
Three Months Ended
March 31,
1997 1996
<S> <C> <C>
Cash flows from operating activities:
Net income (loss) $ 257 $ (822)
Adjustments to reconcile net income (loss) to cash
provided by operating activities:
Depreciation 971 942
Amortization of loan costs 52 44
Extraordinary loss on extinguishment of debt -- 481
Loss on disposal of property 78 77
Change in account:
Receivables and deposits 341 53
Other assets (9) (4)
Accounts payable (154) 227
Tenants' security deposits 11 3
Accrued property taxes (269) 309
Other liabilities (30) 280
Net cash provided by operating activities 1,248 1,590
Cash flows from investing activities:
Restricted escrow deposits (165) (267)
Restricted escrow withdrawals 62 233
Property improvements and replacements (276) (163)
Net cash used in investing activities (379) (197)
Cash flows from financing activities:
Mortgage principal payments (136) (127)
Repayment of mortgage notes payable -- (37,455)
Proceeds from long-term borrowings -- 38,475
Loan costs (17) (1,289)
Debt extinguishment costs -- (402)
Distributions paid to partners -- (2,601)
Net cash used in financing activities (153) (3,399)
Net increase (decrease) in cash and cash equivalents 716 (2,006)
Cash and cash equivalents at beginning of period 1,111 4,717
Cash and cash equivalents at end of period $ 1,827 $ 2,711
Supplemental information:
Cash paid for interest $ 1,442 $ 1,794
<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 month period ended March 31,
1997, are not necessarily indicative of the results that may be expected for the
fiscal year ended December 31, 1997. 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-KSB for the
year ended December 31, 1996.
Certain reclassifications have been made to the 1996 information to conform to
the 1997 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 all of the
issued and outstanding shares of stock of FCMC, NPI Equity Investments II, Inc.
("NPI Equity"), the managing general partner of FRI, and 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 during the three month periods ended March 31, 1997
and 1996 (dollar amounts in thousands):
For the Three Months Ended
March 31,
1997 1996
Property management fees (included in operating
expenses) $ 256 $ 249
Reimbursement for services of affiliates, including
approximately $23,000 of construction service
reimbursements (included in investment properties,
operating expenses and general and administrative
expenses) 61 81
For the period from January 19, 1996, to March 31, 1997, 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.
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.
This amount is included in "Other Assets".
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. 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. In connection with
the refinancing, the Partnership was required to transfer all the assets and
liabilities of Wood Creek Apartments to a newly formed subsidiary, Wood Creek
CPGF 22, L.P.
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. In connection with the refinancing, the Partnership was required to
transfer all the assets and liabilities of Four Winds Apartments to a newly
formed subsidiary, Four Winds CPGF 22, L.P.
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. In connection with the refinancing, the Partnership was required to
transfer all the assets and liabilities of Plantation Creek Apartments to a
newly formed subsidiary, Plantation Creek CPGF 22, L.P.
NOTE D - DISTRIBUTIONS
In January, 1996, the Partnership distributed $2,549,000 ($30.76 per limited
partnership unit) to the limited partners and $52,000 to the general partners
from proceeds from the sale of Monterey Village Apartments in August 1995.
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
three month periods ended March 31, 1997 and 1996:
Average
Occupancy
Property 1997 1996
Cooper's Pointe Apartments
North Charleston, South Carolina 95% 98%
Copper Mill Apartments
Richmond, Virginia 93% 95%
Four Winds Apartments
Overland Park, Kansas 91% 98%
Autumn Run Apartments
Naperville, Illinois 93% 94%
Plantation Creek Apartments
Atlanta, Georgia 90% 97%
Wood Creek Apartments
Mesa, Arizona 96% 97%
Promontory Point Apartments
Austin, Texas 90% 89%
Hampton Greens Apartments
Dallas, Texas 94% 95%
Stoney Creek Apartments
Dallas, Texas 93% 93%
The Managing General Partner attributes the decrease in occupancy at Plantation
Creek to rehabilitation projects and rent concessions at properties within the
vicinity. The decrease in occupancy at Four Winds is attributed to a new
apartment complex in the area as well as some residents purchasing houses.
The Partnership's net income for the three month period ended March 31, 1997,
was approximately $257,000. The Partnership reported a net loss of
approximately $822,000 for the corresponding period of 1996. The increase in
income for the three month period is primarily attributable to the extraordinary
loss on early extinguishment of debt in 1996 from the refinancing of three
properties (see "Item 1. Note C - Refinancing and Extraordinary Loss"). The
increase in net income is also due to an increase in other income, primarily for
corporate units, late charges and lease cancellation fees at several of the
Partnership's investment properties. Also contributing to the increase in net
income is a decrease in interest expense due to a lower interest rate on the
refinanced mortgage for Autumn Run, which occurred in late 1996, as well as the
pay down of the mortgage for Promontory Point as discussed below. 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.
The decrease in general and administrative expense during the three month period
ended March 31, 1997, is directly attributable to the transition and relocation
of the administrative offices during the first quarter of 1996. Also
contributing to the decrease in general and administrative expense is a decrease
in professional fees including audit and tax fees in 1997. Operating expense
decreased for the three month period ended March 31, 1997, as compared to the
same period in 1996 due to reduced expenditures at Wood Creek Apartments, Autumn
Run Apartments, and Hampton Greens Apartments. The decrease in operating
expenditures at Wood Creek is due to a decrease in property expenses such as
salaries and utilities. The reduction of operating expense at Autumn Run is due
to a decrease in concessions and utilities. The decrease in operating expenses
at Hampton Greens is due to decreases in advertising, utilities, and
administrative expenses. In addition, operating expenses in the first quarter
of 1997 also included approximately $34,000 in insurance proceeds related to
roof wind damage. These decreases in operating expenses were partially offset by
increases in operating expenses at Copper Mill Apartments. The increase at
Copper Mill Apartments was due to an increase in corporate units. The amount
expended for major repairs and maintenance for the three month period ended
March 31, 1997, is approximately $66,000. For the corresponding period in 1996,
the amount expended was approximately $144,000. In 1997, the amounts primarily
relate to parking lot repairs and construction service reimbursements. In 1996,
the amounts primarily relate to exterior and interior building improvements.
For the three months ended March 31, 1997 and 1996, the Partnership recognized
losses on disposal of property of approximately $78,000 and $77,000,
respectively. These losses relate to the replacement of roofs at the
Partnership's properties and the write off of the existing cost basis in those
roofs.
As part of the ongoing business plan of the Partnership, the Managing General
Partner monitors the rental market environment of its investment properties to
assess the feasibility of increasing rents, maintaining or increasing occupancy
levels and protecting the Partnership from increases in expenses. As part of
this plan, the Managing General Partner attempts to protect the Partnership from
the burden of inflation-related increases in expenses by increasing rents and
maintaining a high overall occupancy level. However, due to changing market
conditions, which can result in the use of rental concessions and rental
reductions to offset softening market conditions, there is no guarantee that the
Managing General Partner will be able to sustain such a plan.
At March 31, 1997, the Partnership had unrestricted cash of approximately
$1,827,000 as compared to approximately $2,711,000 at March 31, 1996. Net cash
provided by operating activities decreased primarily as a result of the timing
of payments related to accounts payable, real estate taxes, and other
liabilities. The increase in cash used in investing activities is due to an
increase in property improvements and replacements and a reduction in
withdrawals from restricted escrows. The decrease in cash used in financing
activities is due to the Partnership obtaining new financing on three of its
properties during the three month period ended March 31, 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 $73,028,000 is amortized over varying periods with balloon
payments ranging from December 1999, to February 2006. Future cash
distributions will depend on the levels of cash generated from operations,
property sales, and the availability of cash reserves. 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 partner
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 March 31, 1997.
SIGNATURE
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 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
Vice President and Treasurer
Date: May 9, 1997
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from Century
Properties Growth Fund XXII 1997 First 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> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> MAR-31-1997
<CASH> 1,827
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0<F1>
<PP&E> 129,883
<DEPRECIATION> (49,109)
<TOTAL-ASSETS> 87,047
<CURRENT-LIABILITIES> 0<F1>
<BONDS> 73,028
0
0
<COMMON> 0
<OTHER-SE> 11,889
<TOTAL-LIABILITY-AND-EQUITY> 87,047
<SALES> 0
<TOTAL-REVENUES> 5,129
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 4,872
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,489
<INCOME-PRETAX> 257
<INCOME-TAX> 0
<INCOME-CONTINUING> 257
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 257
<EPS-PRIMARY> 2.74<F2>
<EPS-DILUTED> 0
<FN>
<F1>Registrant has an unclassified balance sheet.
<F2>Multiplier is 1.
</FN>
</TABLE>
