FORM 10-QSB--QUARTERLY OR TRANSITIONAL 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, 1998
[ ] 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, P.O. Box 1089
Greenville, South Carolina 29602
(Address of principal executive offices)
(864) 239-1000
(Issuer's telephone number)
Check whether the issuer (1) 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, 1998
Assets
Unrestricted cash and cash equivalents $ 6,637
Restricted cash 500
Receivables and deposits 1,655
Restricted escrows 763
Other assets 1,647
Investment properties:
Land $ 14,396
Buildings and related personal property 117,185
131,581
Less accumulated depreciation (54,094) 77,487
$ 88,689
Liabilities and Partners' (Deficit) Capital
Liabilities
Accounts payable $ 224
Tenant security deposits payable 360
Accrued property taxes 997
Other liabilities 691
Mortgage notes payable 73,462
Partners' (Deficit) Capital
General partner's $ (7,251)
Limited partners' (82,848 units issued and
outstanding) 20,206 12,955
$ 88,689
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 Six Months Ended
June 30, June 30,
1998 1997 1998 1997
Revenues:
Rental income $ 5,100 $ 4,784 $ 10,166 $ 9,585
Other income 320 322 595 597
Total revenues 5,420 5,106 10,761 10,182
Expenses:
Operating 1,956 1,987 3,759 3,887
General and administrative 77 93 186 165
Depreciation 1,007 990 2,004 1,961
Interest 1,484 1,497 2,970 2,986
Property taxes 440 365 882 752
Total expenses 4,964 4,932 9,801 9,751
Income before
extraordinary item 456 174 960 431
Extraordinary loss on early
extinguishment of debt (28) -- (28) --
Net income $ 428 $ 174 $ 932 $ 431
Net income allocated
to general partner $ 51 $ 21 $ 110 $ 51
Net income allocated
to limited partners 377 153 822 380
$ 428 $ 174 $ 932 $ 431
Net income per limited
partnership unit:
Income before extraordinary
item $ 4.85 $ 1.85 $ 10.22 $ 4.59
Extraordinary loss on early
extinguishment of debt (.30) -- (.30) --
Net income per limited
partnership unit $ 4.55 $ 1.85 $ 9.92 $ 4.59
See Accompanying Notes to Consolidated Financial Statements
c)
CENTURY PROPERTIES GROWTH FUND XXII
CONSOLIDATED STATEMENT OF CHANGES IN PARTNERS' CAPITAL (DEFICIT)
(Unaudited)
(in thousands, except unit data)
Limited
Partnership General Limited
Units Partner Partners Total
Original capital contributions 82,848 $ -- $ 82,848 $ 82,848
Partners' (deficit) capital at
December 31, 1997 82,848 $ (7,361) $ 19,384 $ 12,023
Net income for the six months
ended June 30, 1998 -- 110 822 932
Partners' (deficit) capital
at June 30, 1998 82,848 $ (7,251) $ 20,206 $ 12,955
See Accompanying Notes to Consolidated Financial Statements
d)
CENTURY PROPERTIES GROWTH FUND XXII
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(in thousands)
<TABLE>
<CAPTION>
Six Months Ended
June 30,
1998 1997
<S> <C> <C>
Cash flows from operating activities:
Net income $ 932 $ 431
Adjustments to reconcile net income to cash
provided by operating activities:
Depreciation 2,004 1,961
Amortization of loan costs 105 105
Loss on disposal of property -- 78
Extraordinary loss on early extinguishment of debt 28 --
Change in accounts:
Receivables and deposits (236) 301
Other assets 92 (111)
Accounts payable 30 (110)
Tenant security deposits payable (2) 4
Accrued property taxes 69 (241)
Other liabilities (8) (41)
Net cash provided by operating activities 3,014 2,377
Cash flows from investing activities:
Net withdrawals from (deposits to) restricted escrows 187 (223)
Property improvements and replacements (601) (649)
Net cash used in investing activities (414) (872)
Cash flows from financing activities:
Mortgage principal payments (301) (274)
Loan costs paid (167) (17)
Repayment of mortgage note payable (2,840) --
Proceeds from mortgage note payable 4,000 --
Net cash provided by (used in)
financing activities 692 (291)
Net increase in unrestricted cash and cash equivalents 3,292 1,214
Unrestricted cash and cash equivalents at beginning of period 3,345 1,111
Unrestricted cash and cash equivalents at end of period $ 6,637 $ 2,325
Supplemental disclosure of cash flow information:
Cash paid for interest $ 2,866 $ 2,885
<FN>
See Accompanying Notes to Consolidated Financial Statements
</FN>
</TABLE>
e)
CENTURY PROPERTIES GROWTH FUND XXII
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE A - BASIS OF PRESENTATION
The accompanying unaudited consolidated 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, 1998, are not necessarily indicative of the results that may be expected for
the fiscal year ended December 31, 1998. 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, 1997.
Certain reclassifications have been made to the 1997 information to conform to
the 1998 presentation.
NOTE B - TRANSACTIONS WITH AFFILIATED PARTIES
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. NPI Equity Investments II, Inc. ("NPI Equity"),
a Florida corporation, is the managing general partner of FRI.
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 Managing General Partner and NPI Equity are wholly-
owned by Insignia Properties Trust ("IPT"), an affiliate of Insignia Financial
Group, Inc. ("Insignia"). 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.
The following transactions with affiliates of Insignia were incurred during the
six month periods ended June 30, 1998 and 1997 (in thousands):
1998 1997
Property management fees (included in operating
expenses) $534 $515
Reimbursement for services of affiliates (included in
general and administrative expenses) 82 78
In addition, approximately $15,000 and $38,000 of construction oversight
reimbursements were paid to affiliates of Insignia during the six months ended
June 30, 1998 and 1997. These amounts are included in investment properties and
operating expenses.
As part of the refinancing of Promontory Point Apartments (see "Note C"), the
Partnership paid an affiliate of the Managing General Partner a broker's fee of
$20,000 during the six months ended June 30, 1998.
For the period from January 1, 1997 to August 31, 1997, the Partnership insured
its properties under a master policy through an agency affiliated with the
Managing General Partner but with an 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 master policy. The
agent assumed the financial obligations to the affiliate of the Managing General
Partner which received payments on these obligations from the agent. The amount
of the Partnership's insurance premiums that accrued to the benefit of the
affiliate of the Managing General Partner by virtue of the agent's obligations
was not significant.
On August 28, 1997, an Insignia affiliate (the "Purchaser") commenced tender
offers for limited partnership interests in six real estate limited partnerships
(including the Partnership) in which various Insignia affiliates act as general
partner. The Purchaser offered to purchase up to 25,000 of the outstanding
units of limited partnership interest in the Partnership, at $275.00 per Unit,
net to the seller in cash, upon the terms and subject to the conditions set
forth in the Offer to Purchase dated August 28, 1997 (the "Offer to Purchase")
and the related Assignment of Partnership Interest attached as Exhibits (a)(1)
and (a)(2), respectively, to the Tender Offer Statement on Schedule 14D-1
originally filed with the Securities and Exchange Commission on August 28, 1997.
Because of the existing and potential future conflicts of interest (described in
the Partnership's Statements on Schedule 14D-9 filed with the Securities and
Exchange Commission), neither the Partnership nor the Managing General Partner
expressed any opinion as to the Offer to Purchase and made no recommendation as
to whether unit holders should tender their units in response to the Offer to
Purchase. In addition, because of these conflicts of interest, the manner in
which the Purchaser votes its limited partner interests in the Partnership may
not always be consistent with the best interests of the other limited partners.
The tender offer closed on October 6, 1997. As a result of the tender offer,
such Insignia affiliate purchased 5,504 of the outstanding limited partnership
units of the Partnership.
On March 17, 1998, Insignia entered into an agreement to merge its national
residential property management operations, and its controlling interest in IPT,
with Apartment Investment and Management Company ("AIMCO"), a publicly traded
real estate investment trust. The closing, which is anticipated to happen in
September or October of 1998, is subject to customary conditions, including
government approvals and the approval of Insignia's shareholders. If the
closing occurs, AIMCO will then control the Managing General Partner of the
Partnership.
NOTE C - REFINANCING AND EXTRAORDINARY LOSS
On April 3, 1998, the Partnership refinanced the mortgage encumbering Promontory
Point. The refinancing replaced indebtedness of $2,840,000 with a new mortgage
in the amount of $4,000,000. The new mortgage carries a stated interest rate of
7.04%, which replaced a rate equal to LIBOR plus 3.75% (approximately 9.46% at
the time of the refinancing) . The new mortgage matures May 1, 2008. For
financial statement purposes, the Partnership recognized an extraordinary loss
on the early extinguishment of debt of approximately $28,000 during the second
quarter of 1998. This loss is attributable to the write-off of unamortized loan
costs associated with the previous mortgage.
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, 1998 and 1997:
Average
Occupancy
Property 1998 1997
Cooper's Pointe Apartments
North Charleston, South Carolina 97% 96%
Copper Mill Apartments (1)
Richmond, Virginia 86% 95%
Four Winds Apartments (2)
Overland Park, Kansas 97% 93%
Autumn Run Apartments
Naperville, Illinois 96% 93%
Plantation Creek Apartments (3)
Atlanta, Georgia 95% 91%
Wood Creek Apartments
Mesa, Arizona 95% 95%
Promontory Point Apartments (4)
Austin, Texas 93% 89%
Hampton Greens Apartments
Dallas, Texas 91% 92%
Stoney Creek Apartments
Dallas, Texas 92% 94%
1) Decrease due to the decrease in corporate unit rentals. Market is
currently overbuilt and is slow to absorb additional units.
2) Increase due to market absorption of rental units after two years of
increased competition.
3) Increase due to improved economy of the market and an increase in
concessions.
4) Increase due to increased marketing efforts.
The Partnership's net income was approximately $428,000 and $932,000 for the
three and six month periods ended June 30, 1998, versus net income of
approximately $174,000 and $431,000 for the three and six months ended June 30,
1997. Included in the net income for the three and six months ended June 30,
1998, is the extraordinary loss on early extinguishment of debt recognized on
the refinancing of Promontory Point (as discussed below). The increase in net
income resulted primarily from an increase in rental income and a decrease in
operating expenses partially offset by increases in general and administrative
and property taxes expenses.
The increase in rental income is due to increases in rental rates at all of the
Partnership's rental properties as well as increases in occupancy at several of
the properties. Operating expenses decreased for the six month period ended
June 30, 1998, compared to the same period in 1997 as a result of a loss
resulting from the write off of roofs at Autumn Run in the first quarter of
1997. Also contributing to the decrease in operating expenses was a decrease in
maintenance expenses at Stoney Creek and Promontory Point Apartments. The
decrease at Stoney Creek was due to the completion of an exterior painting
project in 1997 and the decrease at Promontory Point was due to a decrease in
parking lot repairs. General and administrative expenses increased during the
six months ended June 30, 1998, as a result of increases in auditing and legal
expenses. The increase in property taxes is primarily due to increases in
estimated taxes for the six months ended June 30, 1998, due to increases in the
tax rates for Wood Creek, Autumn Run, and Hampton Greens. At Plantation Creek
and Cooper's Pointe the increase was due to refunds received in 1997 relating to
prior years.
Included in operating expenses for the six months ended June 30, 1998, is
approximately $131,000 of major repairs and maintenance comprised primarily of
landscaping and exterior building improvements. Included in operating expenses
for the six months ended June 30, 1997, is approximately $162,000 of major
repairs and maintenance comprised primarily of exterior painting, exterior
building repairs, parking lot repairs, major landscaping and pool repairs.
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.
On April 3, 1998, the Partnership refinanced the mortgage encumbering Promontory
Point. The refinancing replaced indebtedness of $2,840,000 with a new mortgage
in the amount of $4,000,000. The new mortgage carries a stated interest rate of
7.04%, which replaced a rate equal to LIBOR plus 3.75% (approximately 9.46% at
the time of the refinancing). The new mortgage matures May 1, 2008. For
financial statement purposes, the Partnership recognized an extraordinary loss
on the early extinguishment of debt of approximately $28,000 during the second
quarter of 1998. This loss is attributable to the write-off of unamortized loan
costs associated with the previous mortgage.
At June 30, 1998, the Partnership held unrestricted cash and cash equivalents of
approximately $6,637,000, versus approximately $2,325,000 at June 30, 1997.
Unrestricted cash and cash equivalents increased approximately $3,292,000 during
the six month period ended June 30, 1998 as compared to an increase of
approximately $1,214,000 during the corresponding period in 1997. Net cash
provided by operating activities increased as a result of an increase in net
income, as discussed above, and an increase in cash provided by accrued property
taxes due to the timing of payments. In addition, a decrease in other assets due
to a reduction in prepaid insurance and an increase in accounts payable due to
the timing of payments contributed to the increase in cash flow provided by
operating activities. Net cash used in investing activities decreased as a
result of an increase in net withdrawals from restricted escrows. Net cash
provided by financing activities increased as a result of the net proceeds from
the refinance of the mortgage note encumbering Promontory Point Apartments.
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 $73,462,000 is amortized over varying
periods with balloon payments ranging from December 1999 to May 2008. Future
cash distributions will depend on the levels of cash generated from operations,
property sales or refinancings and the availability of cash reserves. No
distributions have been made in 1997 or 1998. The Managing General Partner
anticipates making a distribution during the second half of 1998.
Year 2000
The Partnership is dependent upon the Managing General Partner and Insignia for
management and administrative services. Insignia has completed an assessment
and will have to modify or replace portions of its software so that its computer
systems will function properly with respect to dates in the year 2000 and
thereafter (the "Year 2000 Issue"). The project is estimated to be completed
not later than December 31, 1998, which is prior to any anticipated impact on
its operating systems. The Managing General Partner believes that with
modifications to existing software and conversions to new software, the Year
2000 Issue will not pose significant operational problems for its computer
systems. However, if such modifications and conversions are not made, or are not
completed timely, the Year 2000 Issue could have a material impact on the
operations of the Partnership.
Other
Certain items discussed in this quarterly report may constitute forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of
1995 (the "Reform Act") and as such may involve known and unknown risks,
uncertainties and other factors which may cause the actual results, performance
or achievements of the Partnership to be materially different from any future
results, performance or achievements expressed or implied by such forward-
looking statements. Such forward-looking statements speak only as of the date
of this quarterly report. The Partnership expressly disclaims any obligation or
undertaking to release publicly any updates or revisions to any forward-looking
statements contained herein to reflect any change in the Partnership's
expectations with regard thereto or any change in events, conditions or
circumstances on which any such statement is based.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
In March 1998, several putative unit holders of limited partnership units of the
Partnership commenced an action entitled ROSALIE NUANES, ET AL. V. INSIGNIA
FINANCIAL GROUP, INC., ET AL. in the Superior Court of the State of California
for the County of San Mateo. The plaintiffs named as defendants, among others,
the Partnership, the Managing General Partner and several of their affiliated
partnerships and corporate entities. The complaint purports to assert claims on
behalf of a class of limited partners and derivatively on behalf of a number of
limited partnerships (including the Partnership) which are named as nominal
defendants, challenging the acquisition by Insignia and its affiliates of
interests in certain general partner entities, past tender offers by Insignia
affiliates to acquire limited partnership units, the management of partnerships
by Insignia affiliates as well as a recently announced agreement between
Insignia and AIMCO. The complaint seeks monetary damages and equitable relief,
including judicial dissolution of the Partnership. The Managing General Partner
believes the action to be without merit, and intends to vigorously defend it.
On June 24, 1998, the Managing General Partner filed a motion seeking dismissal
of the action.
The Partnership is unaware of any other pending or outstanding litigation that
is not of a routine nature. The Managing General Partner believes that all such
pending or outstanding litigation will be resolved without a material adverse
effect upon the business, financial condition, or operations of the Partnership.
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, 1998.
SIGNATURES
In accordance with the requirements 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
Its 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 7, 1998
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from
Century Properties Growth Fund XXII 1998 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 XXII
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> JUN-30-1998
<CASH> 6,637
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0<F1>
<PP&E> 131,581
<DEPRECIATION> 54,094
<TOTAL-ASSETS> 88,689
<CURRENT-LIABILITIES> 0<F1>
<BONDS> 73,462
0
0
<COMMON> 0
<OTHER-SE> 12,955
<TOTAL-LIABILITY-AND-EQUITY> 88,689
<SALES> 0
<TOTAL-REVENUES> 10,761
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 6,831
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 2,970
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> (28)
<CHANGES> 0
<NET-INCOME> 932
<EPS-PRIMARY> 9.92<F2>
<EPS-DILUTED> 0
<FN>
<F1>Registrant has an unclassified balance sheet.
<F2>Multiplier is 1.
</FN>
</TABLE>
