FORM 10-QSB--QUARTERLY REPORT UNDER SECTION 13 OR 15 (D)
OF THE SECURITIES EXCHANGE ACT OF 1934
Quarterly or Transitional Report
U.S. 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 June 30, 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)
(864) 239-1000
(Issuer's telephone number)
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)
June 30, 1997
Assets
Cash and cash equivalents $ 2,325
Restricted cash 500
Receivables and deposits 2,296
Other assets 1,859
Investment properties:
Land $ 14,396
Buildings and related personal property 115,860
130,256
Less accumulated depreciation (50,099) 80,157
$ 87,137
Liabilities and Partners' Capital (Deficit)
Liabilities
Accounts payable $ 202
Tenant security deposits payable 373
Accrued property taxes 951
Other liabilities 658
Mortgage notes payables 72,890
Partners' Capital (Deficit)
Limited partners' (82,848 units issued and
outstanding) $ 19,419
General partner's (7,356) 12,063
$ 87,137
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 Six Months Ended
June 30, June 30,
1997 1996 1997 1996
<S> <C> <C> <C> <C>
Revenues:
Rental income $ 4,886 $ 4,778 $ 9,740 $ 9,627
Other income 322 283 597 477
Total revenues 5,208 5,061 10,337 10,104
Expenses:
Operating 2,454 2,516 4,794 5,021
Interest 1,497 1,635 2,986 3,462
Depreciation 990 959 1,961 1,901
General and administrative 93 119 165 229
Total expenses 5,034 5,229 9,906 10,613
Income (loss) before
extraordinary loss 174 (168) 431 (509)
Extraordinary loss on
extinguishment of debt -- -- -- (481)
Net income (loss) $ 174 $ (168) $ 431 $ (990)
Net income (loss) allocated to
general partner $ 21 $ (20) $ 51 $ (117)
Net income (loss) allocated to
limited partners 153 (148) 380 (873)
$ 174 $ (168) $ 431 $ (990)
Net income (loss) per limited
partnership unit:
Income (loss) before
extraordinary loss $ 1.85 $ (1.79) $ 4.59 $ (5.42)
Extraordinary loss -- -- -- (5.12)
Net income (loss) per limited
partnership unit $ 1.85 $ (1.79) $ 4.59 $(10.54)
Distribution per limited
partnership unit $ -- $ -- $ -- $ 30.76
<FN>
See Accompanying Notes to Consolidated Financial Statements
</TABLE>
c) CENTURY PROPERTIES GROWTH FUND XXII
CONSOLIDATED STATEMENT OF CHANGES IN PARTNERS' (DEFICIT) CAPITAL
(Unaudited)
(in thousands, except unit data)
<TABLE>
<CAPTION>
Limited
Partnership General Limited
Units Partner's Partners' Total
<S> <C> <C> <C> <C>
Partners' (deficit) capital at
December 31, 1996 82,848 $(7,407) $19,039 $11,632
Net income for the six
months ended June 30, 1997 -- 51 380 431
Partners' (deficit) capital
at June 30, 1997 82,848 $(7,356) $19,419 $12,063
<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>
Six Months Ended
June 30,
1997 1996
<S> <C> <C>
Cash flows from operating activities:
Net income (loss) $ 431 $ (990)
Adjustments to reconcile net income (loss) to cash
provided by operating activities:
Depreciation 1,961 1,901
Amortization of loan costs 105 136
Extraordinary loss on extinguishment of debt -- 481
Loss on disposal of property 78 --
Change in account:
Receivables and deposits 301 (40)
Other assets (111) 1
Accounts payable (110) 253
Tenant security deposits payable 4 (6)
Accrued property taxes (241) 375
Other liabilities (41) 455
Net cash provided by operating activities 2,377 2,566
Cash flows from investing activities:
Deposits to restricted escrow (345) (296)
Withdrawals from restricted escrow 122 233
Property improvements and replacements (649) (312)
Net cash used in investing activities (872) (375)
Cash flows from financing activities:
Mortgage principal payments (274) (262)
Repayment of mortgage notes payable -- (48,018)
Proceeds from long-term borrowings -- 47,575
Loan costs (17) (1,412)
Debt extinguishment costs -- (402)
Distributions paid to partners -- (2,601)
Net cash used in financing activities (291) (5,120)
Net increase (decrease) in cash and cash equivalents 1,214 (2,929)
Cash and cash equivalents at beginning of period 1,111 4,717
Cash and cash equivalents at end of period $2,325 $ 1,788
Supplemental information:
Cash paid for interest $2,885 $ 3,139
<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 of Century Properties Growth
Fund XXII (the "Partnership") 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 ("FCMC" or the "Managing General
Partner"), a California corporation, 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,
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
consolidated financial statements and footnotes thereto included in the annual
report of 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 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 incurred during the six month periods ended June 30, 1997 and 1996 (in
thousands):
For the Six Months Ended
June 30,
1997 1996
Property management fees (included in operating
expenses) $515 $501
Reimbursement for services of affiliates (included
In general and administrative expenses) 78 122
For the period from January 19, 1996, to June 30, 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 a brokerage fee of $192,000
in January 1996. This amount is included in "Other Assets".
On March 29, 1996, an affiliate of Insignia acquired the corporate general
partners owning 1% of the subsidiary partnerships which own the Wood Creek
Apartments, Four Winds Apartments, Plantation Creek Apartments, Hampton Greens
Apartments, Stoney Creek Apartments, Cooper's Pointe Apartments, Copper Mill
Apartments and Promontory Point Apartments.
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 carried a stated interest rate of 8%
through July 1, 1996, and a rate equal to 2.50% plus the LIBO Rate thereafter.
The new mortgage matured November 15, 1996, and was refinanced at that time.
The current mortgage carries a stated interest rate of 7.33% and matures
November 1, 2003. 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 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 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.
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 through June
30, 1996, were $108,000. Additional loan costs of approximately $17,000 were
paid during the six months ended June 30, 1997.
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 partner
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
six month periods ended June 30, 1997 and 1996:
Average
Occupancy
Property 1997 1996
Cooper's Pointe Apartments
North Charleston, South Carolina 96% 98%
Copper Mill Apartments
Richmond, Virginia 95% 95%
Four Winds Apartments
Overland Park, Kansas 93% 97%
Autumn Run Apartments
Naperville, Illinois 93% 91%
Plantation Creek Apartments
Atlanta, Georgia 91% 97%
Wood Creek Apartments
Mesa, Arizona 95% 96%
Promontory Point Apartments
Austin, Texas 89% 89%
Hampton Greens Apartments
Dallas, Texas 92% 95%
Stoney Creek Apartments
Dallas, Texas 94% 92%
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 and six month periods ended June 30,
1997, was approximately $174,000 and $431,000, respectively, compared to net
loss of approximately $168,000 and $990,000, respectively, for the same periods
of 1996. The increase in net income for the six months ended June 30, 1997 is
partially attributable to the extraordinary loss on early extinguishment of debt
in 1996 from the refinancing of Plantation Creek and Wood Creek (see "Item 1.
Note C - Refinancing and Extraordinary Loss"). The increase in net income is
also attributable to an increase in other income and decreases in interest
expense and general and administrative expense. The increase in other income is
due to increases in corporate units, late charges, and lease cancellation fees
at several of the Partnership's investment properties. The decrease in interest
expense is due to a lower interest rate on the refinanced mortgages of Autumn
Run, Wood Creek, and Four Winds, which occurred in 1996, as well as a pay-down
of $1,500,000 on the mortgage encumbering Promontory Point. 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 and six month periods ended
June 30, 1997, is directly attributable to the transition and relocation of the
administrative offices during the first quarter of 1996. Included in operating
expense is approximately $163,000 of major repairs and maintenance comprised
of exterior painting, major landscaping, exterior building repairs, construction
services and pool repairs for the six months ended June 30, 1997. For the six
months ended June 30, 1996, $193,000 of major repairs and maintenance is
included in operating expense comprised of parking lot repairs, exterior
building repairs and major landscaping.
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 June 30, 1997, the Partnership had unrestricted cash of approximately
$2,325,000 compared to approximately $1,788,000 at June 30, 1996. Net cash
provided by operating activities decreased primarily as a result of the timing
of payments for property taxes, accounts payable and other liabilities. Net
cash used in investing activities increased due to an increase in property
improvements and replacements and a reduction in withdrawals from restricted
escrows. Net cash used in financing activities decreased due to the Partnership
obtaining new financing on four of its properties during the six month period
ended June 30, 1996. In addition, the Partnership paid a distribution of
approximately $2,601,000 to its partners during the first half 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 properties to adequately maintain the physical
assets and other operating needs of the Partnership. Such assets are currently
thought to be sufficient for any near-term needs of the Partnership. The
mortgage indebtedness of approximately $72,890,000 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 six months of 1996, the Partnership distributed $2,549,000 ($30.76
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. No distributions have been made in 1997.
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 June 30, 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: August 4, 1997
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from Century
Properties Growth Fund XXII 1997 Second Quarter 10-QSB and is qualified in its
entirety by reference to such 10-QSB filing.
</LEGEND>
<CIK> 0000740156
<NAME> CENTURY PROPERTIES GROWTH FUND
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> JUN-30-1997
<CASH> 2,325
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0<F1>
<PP&E> 130,256
<DEPRECIATION> 50,099
<TOTAL-ASSETS> 87,137
<CURRENT-LIABILITIES> 0<F1>
<BONDS> 72,890
0
0
<COMMON> 0
<OTHER-SE> 12,063
<TOTAL-LIABILITY-AND-EQUITY> 87,137
<SALES> 0
<TOTAL-REVENUES> 10,337
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 9,906
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 2,986
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 431
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 431
<EPS-PRIMARY> 4.59<F2>
<EPS-DILUTED> 0
<FN>
<F1>Registrant has an unclassified balance sheet.
<F2>Multiplier is 1.
</FN>
</TABLE>
