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 September 30, 1995
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 Registrant as specified in its charter)
California 94-2939418
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
5665 Northside Drive N.W., Ste. 370, Atlanta, Georgia 30328
(Address of principal executive office) (Zip Code)
Registrant's telephone number, including area code (770) 916-9090
N/A
Former name, former address and fiscal year, if changed since last report.
Indicate by check mark whether 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_____
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS:
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 12, 13, or 15(d) of the Securities Exchange
Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court. Yes _____ No _____
APPLICABLE ONLY TO CORPORATE ISSUERS: Indicate the number of shares
outstanding of each of the issuer's classes of common stock, as of the
latest practicable date __________________.
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CENTURY PROPERTIES GROWTH FUND XXII - FORM 10-Q - SEPTEMBER 30, 1995
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements.
Consolidated Balance Sheets
September 30, December 31,
1995 1994
Assets
Cash and cash equivalents $ 4,525,000 $ 475,000
Restricted cash 500,000 500,000
Other assets 1,705,000 862,000
Real Estate:
Real estate 128,336,000 139,861,000
Accumulated depreciation (43,389,000) (43,985,000)
------------- -------------
Net real estate 84,947,000 95,876,000
Deferred financing costs, net 424,000 734,000
------------- -------------
Total assets $ 92,101,000 $ 98,447,000
============= =============
Liabilities and Partners' Equity
Notes payable $ 73,060,000 $ 80,889,000
Accrued expenses and other liabilities 2,212,000 1,361,000
------------- -------------
Total liabilities 75,272,000 82,250,000
------------- -------------
Partners' equity (deficit):
General partner (7,098,000) (7,173,000)
Limited partners (82,848 units outstanding at
September 30, 1995 and December 31, 1994) 23,927,000 23,370,000
------------- -------------
Total partners' equity 16,829,000 16,197,000
------------- -------------
Total liabilities and partners' equity $ 92,101,000 $ 98,447,000
============= =============
See notes to consolidated financial statements.
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CENTURY PROPERTIES GROWTH FUND XXII - FORM 10-Q - SEPTEMBER 30, 1995
Consolidated Statements of Operations
For the Nine Months Ended
September 30, September 30,
1995 1994
Revenues:
Rental $ 15,247,000 $ 14,587,000
Interest income 81,000 47,000
Gain on sale of property 1,787,000 -
------------- -------------
Total revenues 17,115,000 14,634,000
------------- -------------
Expenses:
Operating 7,609,000 7,433,000
Interest 5,677,000 5,609,000
Depreciation 3,035,000 3,082,000
General and administrative 162,000 314,000
------------- -------------
Total expenses 16,483,000 16,438,000
------------- -------------
Net income (loss) $ 632,000 $ (1,804,000)
============= =============
Net income (loss) per limited partnership unit $ 6.73 $ (19.21)
============= =============
See notes to consolidated financial statements.
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CENTURY PROPERTIES GROWTH FUND XXII - FORM 10-Q - SEPTEMBER 30, 1995
Consolidated Statements of Operations
For the Three Months Ended
September 30, September 30,
1995 1994
Revenues:
Rental $ 4,994,000 $ 4,956,000
Interest income 28,000 10,000
Gain on sale of property 1,787,000 -
------------- -------------
Total revenues 6,809,000 4,966,000
------------- -------------
Expenses:
Operating 2,708,000 2,591,000
Interest 1,862,000 1,897,000
Depreciation 976,000 1,030,000
General and administrative 40,000 -
------------- -------------
Total expenses 5,586,000 5,518,000
------------- -------------
Net income (loss) $ 1,223,000 $ (552,000)
============= =============
Net income (loss) per limited partnership unit $ 13.02 $ (5.88)
============= =============
See notes to consolidated financial statements.
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CENTURY PROPERTIES GROWTH FUND XXII - FORM 10-Q - SEPTEMBER 30, 1995
Consolidated Statements of Cash Flows
For the Nine Months Ended
September 30, September 30,
1995 1994
Operating Activities:
Net income (loss) $ 632,000 $ (1,804,000)
Adjustments to reconcile net income (loss) to
net cash provided by operating activities:
Depreciation and amortization 3,141,000 3,349,000
Deferred costs paid (13,000) (273,000)
Gain on sale of property (1,787,000) -
Changes in operating assets and liabilities:
Other assets (843,000) (1,432,000)
Accrued expenses and other liabilities 851,000 622,000
------------- -------------
Net cash provided by operating activities 1,981,000 462,000
------------- -------------
Investing Activities:
Net proceeds on sale of property 2,926,000 -
Additions to rental properties (387,000) (389,000)
Proceeds from cash investments - 1,187,000
Restricted cash (increase) decrease - (20,000)
------------- -------------
Net cash provided by investing activities 2,539,000 778,000
------------- -------------
Financing Activities:
Repayment of note on debt modification - (805,000)
Notes payable principal payments (470,000) (544,000)
------------- -------------
Cash (used in) financing activities (470,000) (1,349,000)
------------- -------------
Increase (Decrease) in Cash and Cash Equivalents 4,050,000 (109,000)
Cash and Cash Equivalents at Beginning of Period 475,000 341,000
------------- -------------
Cash and Cash Equivalents at End of Period $ 4,525,000 $ 232,000
============= =============
Supplemental Disclosure of Cash Flow Information:
Interest paid in cash during the period $ 5,277,000 $ 5,263,000
============= =============
Sale of property and assumption of mortgage in 1995 - see Note 3.
See notes to consolidated financial statements.
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CENTURY PROPERTIES GROWTH FUND XXII - FORM 10-Q - SEPTEMBER 30, 1995
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. General
The accompanying consolidated financial statements, footnotes and
discussions should be read in conjunction with the consolidated
financial statements, related footnotes and discussions contained
in the Partnership's Annual Report for the year ended December 31,
1994. Certain accounts have been reclassified in order to conform
to the current period.
The financial information contained herein is unaudited. In the
opinion of management, all adjustments necessary for a fair
presentation of such financial information have been included. All
adjustments are of a normal recurring nature, except as described
in Note 3.
At September 30, 1995, the Partnership had approximately $4,391,000
invested in overnight repurchase agreements earning approximately
6% per annum. The balance of cash is either in bank checking or
money market accounts.
The results of operations for the nine and three months ended
September 30, 1995 and 1994 are not necessarily indicative of the
results to be expected for the full year.
On August 17, 1995, the stockholders of National Property
Investors, Inc. ("NPI, Inc."), the sole shareholder of NPI Equity
Investments II, Inc. ("NPI Equity"), the entity which controls Fox
Capital Management Corporation ("MGP"), the managing general
partner of the Partnership's general partner, entered into an
agreement to sell to IFGP Corporation, an affiliate of Insignia
Financial Group, Inc. ("Insignia"), all of the issued and
outstanding stock of NPI, Inc. The sale of the stock is subject to
the satisfaction of certain conditions and is scheduled to close in
January 1996.
2. Transactions with Related Parties
(a) Affiliates of MGP received reimbursements of administrative
expenses amounting to $108,000 and $134,000 during the nine
months ended September 30, 1995 and 1994, respectively. These
reimbursements are primarily included in general and
administrative expenses.
(b) An affiliate of NPI, Inc. is entitled to receive a management
fee equal to 5% of annual gross receipts from certain
properties it manages. For the nine months ended September
30, 1995 and 1994, NPI, Inc. received $770,000 and $563,000,
respectively. These fees are included in operating expenses.
(c) During the nine months ended September 30, 1995, an affiliate
of NPI, Inc. was paid a $1,000 fee relating to a successful
real estate tax appeal on the Partnership's Wood Creek
Apartment complex. This fee is included in operating
expenses.
3. Gain on Sale of Property
On August 18, 1995, the Partnership's California property (Monterey
Village Apartments) was sold to an unaffiliated third party for
$10,413,000. 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 of $1,787,000.
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CENTURY PROPERTIES GROWTH FUND XXII - FORM 10-Q - SEPTEMBER 30, 1995
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations.
This item should be read in conjunction with the Consolidated Financial
Statements and other Items contained elsewhere in this Report.
Liquidity and Capital Resources
Registrant holds investments in and operates residential real estate
properties. The properties are located in Arizona, Georgia, Texas, Kansas,
South Carolina, California, Illinois and Virginia. Registrant receives
rental income from its properties and is responsible for operating
expenses, administrative expenses, capital improvements and debt service
payments. As of November 1, 1995, two of the eleven properties originally
purchased by Registrant were sold or otherwise disposed. On August 18,
1995, the Partnership's California property (Monterey Village Apartments)
was sold to an unaffiliated third party for $10,413,000. 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 of $1,787,000. All of Registrant's remaining
properties, except its Cooper's Pointe Apartments property, generated
positive cash flow from operations during the nine months ended September
30, 1995. Cooper's Pointe Apartments experienced negative cash flow due to
significant non recurring exterior repairs and maintenance expense during
this period.
Registrant uses working capital reserves from any undistributed cash flow
from operations and refinancing proceeds as its primary source of
liquidity. For the long term, cash from operations will remain
Registrant's primary source of liquidity. There have been no distributions
since 1988. Although cash flow from operations has improved significantly,
it is not currently anticipated that Registrant will make any distributions
from operations in the near future. The Managing General Partner is
currently evaluating Registrant's cash requirements in light of potential
refinancings or debt pay downs on existing mortgages, three of which come
due with substantial balloon payments in 1996.
Liquidity based upon cash and cash equivalents experienced a $4,050,000
increase at September 30, 1995, as compared to December 31, 1994.
Registrant's $1,981,000 of cash from operating activities and $2,539,000 of
cash from investing activities were partially offset by $470,000 of cash
used in financing activities. The cash from operations increased primarily
due to improved operations. The decrease in receivables and other assets
and the increase in accrued expenses and other liabilities is primarily due
to the timing of real estate tax payments and the prepayment of insurance
premiums. The increase in cash from investing activities included
$2,926,000 of net proceeds from the sale of Registrant's Monterey Village
Apartments which was partially offset by $387,000 of improvements to real
estate. Registrant has no major capital improvements planned. Cash used
in financing activities consisted of $470,000 of notes payable principal
payments. All other increases (decreases) in certain assets and
liabilities are the result of the timing of receipt and payment of various
operating activities.
Working capital reserves are being invested in a money market account,
United States Treasury bills or in repurchase agreements secured by United
States Treasury obligations. The Managing General Partner believes that,
if market conditions remain relatively stable, cash flow from operations,
when combined with working capital reserves, will be sufficient to fund
required capital improvements and debt service payments (excluding the
balloon payments) during the next twelve months and the foreseeable future.
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CENTURY PROPERTIES GROWTH FUND XXII - FORM 10-Q - SEPTEMBER 30, 1995
Item 2.Management's Discussion and Analysis of
Financial Condition and Results of Operations.
Liquidity and Capital Resources (Continued)
Registrant has received a seven month extension on the balloon payment of
$10,452,000 on Four Winds Apartment complex, which had been due in
September 1995. Registrant will be required to further extend or refinance
the debt at that time. If, however, the loan is not refinanced or
extended, or the property is not sold, Registrant could lose this property
through foreclosure. In that case, Registrant would incur a loss, for
financial statement purposes, of approximately $400,000. In addition,
Registrant has balloon payments of $10,564,000 on Autumn Run Apartments
complex due June 1996 and $12,982,000 on Plantation Creek Apartments
complex due July 1996. Registrant will attempt to extend the due dates of
these loans or find replacement financing. If, however, these loans are
not refinanced or extended, or the properties are not sold, Registrant
could lose these properties through foreclosure. In that case, Registrant
would incur a loss of approximately $700,000 on Autumn Run Apartments and
$2,700,000 on Plantation Creek Apartments, for financial statement
purposes.
As required by the terms of the settlement of the actions brought against,
among others, DeForest Ventures I L.P. ("DeForest") relating to the tender
offer made by DeForest in October 1994 (the "First Tender Offer") for units
of limited partnership interest in Registrant and certain affiliated
partnerships, DeForest commenced a second tender offer (the "Second Tender
Offer") on June 2, 1995 for units of limited partnership interest in
Registrant. Pursuant to the Second Tender Offer, DeForest acquired an
additional 2,391 units of Registrant which, when added to the units
acquired during the First Tender Offer, represents approximately 20.4% of
the total number of outstanding units of Registrant. The Managing General
Partner believes that the tender will not have a significant impact on
future operations or liquidity of Registrant. Also in connection with the
settlement, an affiliate of the Managing General Partner has made available
to Registrant a credit line of up to $150,000 per property owned by
Registrant. Based on present plans, management does not anticipate the
need to borrow in the near future. Other than cash and cash equivalents,
the line of credit is Registrant's only unused source of liquidity.
On August 17, 1995, Insignia Financial Group, Inc. and certain of its
affiliates (collectively, "Insignia") entered into agreements pursuant to
which (i) the stockholders of NPI, Inc., the sole shareholder of NPI
Equity, agreed to sell to Insignia all of the issued and outstanding stock
of NPI, Inc., (ii) DeForest agreed to sell its units of Registrant to
Insignia and (iii) Insignia would acquire all of the interests in NPI-AP
Management, L.P., the property manager at Registrant's properties. The
consummation of these transactions is subject to the satisfaction of
certain conditions (including, third party consents and other conditions
not within the control of the parties to the agreement) and is scheduled to
close in January 1996. Upon closing, it is expected that Insignia will
elect new officers and directors of NPI Equity.
Insignia is a fully integrated real estate service company specializing in
the ownership and operation of securitized real estate assets. According
to Commercial Property News and the National Multi-Housing Council, since
1992 Insignia has been the largest property manager in the United States.
The Managing General Partner does not believe these transactions will have
a significant effect on Registrant's liquidity or results of operation.
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CENTURY PROPERTIES GROWTH FUND XXII - FORM 10-Q - SEPTEMBER 30, 1995
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations
Liquidity and Capital Resources (Continued)
At this time, it appears that the investment objective of capital growth
will not be attained and that investors will not receive a return of all of
their invested capital. The extent to which invested capital is returned
to investors is dependent upon the performance of Registrant's properties
and the markets in which such properties are located and on the sales price
of the remaining properties. In this regard, all of the remaining
properties have been held longer than originally expected. The ability to
hold and operate these properties is dependent on Registrant's ability to
obtain refinancing or debt modification as required.
Real Estate Market
The national real estate market has suffered from the effects of the real
estate recession including, but not limited to a downward trend in market
values of existing residential properties. In addition, the bail out of
the savings and loan associations and sales of foreclosed properties by
auction reduced market values and caused a further restriction on the
ability to obtain credit. As a result, Registrant's ability to refinance
or sell its existing properties may be restricted. These factors caused a
decline in market property values and serve to reduce market rental rates
and/or sales prices. Compounding these difficulties are relatively low
interest rates, which encourage existing and potential tenants to purchase
homes. In addition, there has been a significant decline nationally in new
household formation. Despite the above, the rental market appears to be
experiencing a gradual strengthening and management anticipates that
increases in revenue will generally exceed increases in expenses during the
next twelve months. Furthermore, management believes that the emergence of
new institutional purchasers, including real estate investment trusts and
insurance companies, should create a more favorable market value for
Registrant's properties in the future.
Nine Months Ended September 30, 1995 vs. September 30, 1994
Operating results improved by $2,436,000 for the nine months ended
September 30, 1995, as compared to 1994, due to an increase in revenues of
$2,481,000 which was partially offset by an increase in expenses of
$45,000. Operating results improved primarily due to the $1,787,000 gain
on sale of Registrant's Monterey Village Apartment complex. With respect
to the remaining properties, operating results improved by $454,000 for the
nine months ended September 30, 1995, as compared to 1994, due to an
increase in revenues of $783,000, which was partially offset by an increase
in expenses of $329,000.
With respect to the remaining properties, rental revenues increased due to
increases in rental rates at all of Registrant's properties and improved
(or stable) occupancy at all of Registrant's properties, except for Autumn
Run and Plantation Creek Apartments. In addition, interest income
increased by $34,000 due to an increase in average working capital
available for investment coupled with an increase in interest rates.
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CENTURY PROPERTIES GROWTH FUND XXII - FORM 10-Q - SEPTEMBER 30, 1995
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations
Nine Months Ended September 30, 1995 vs. September 30, 1994 (Continued)
With respect to the remaining properties, costs and expenses increased
during the nine months ended September 30, 1995, as compared to 1994, due
to increases in operating expenses of $217,000, interest expense of
$104,000 and depreciation of $8,000. Operating expenses increased due to
increases in maintenance and rent-up expenses at Registrant's Cooper's
Pointe, Four Winds, Promontory Point, Wood Creek and Hampton Greens
Apartments, which were partially offset by decreases in maintenance and
rent-up expenses at Registrant's Autumn Run, Copper Mill, Monterey Village
and Stoney Creek Apartments. Interest expense increased due to an increase
in the variable rate mortgage securing Registrant's Hampton Greens,
Promontory Point, Stoney Creek and Wood Creek Apartments properties.
Depreciation expense remained relatively constant. In addition, general
and administrative expenses declined by $152,000 due to the reduction in
asset management costs effective July 1, 1994.
Three Months Ended September 30, 1995 vs. September 30, 1994
Operating results improved by $1,775,000 for the three months ended
September 30, 1995, as compared to 1994, due to an increase in revenues of
$1,843,000, which was partially offset by an increase in expenses of
$68,000. Operating results improved due to the $1,787,000 gain on sale of
Registrant's Monterey Village Apartment complex. With respect to the
remaining properties, operating results improved by $102,000 for the three
months ended September 30, 1995, as compared to 1994, due to increases in
revenues of $226,000, which was partially offset by an increase in expenses
of $124,000. With respect to the remaining properties, rental revenues
increased by $226,000 due to increases in rental rates at all of
Registrant's properties and improved occupancy at a majority of
Registrant's properties. Interest income increased by $18,000 primarily
due to an increase in interest rates.
With respect to the remaining properties, costs and expenses increased for
the three months ended September 30, 1995, as compared to 1994, due to
increases in operating expenses of $139,000 which were partially offset by
a decline in interest expense of $15,000. Operating expenses increased due
to increases in maintenance and rent-up expenses at Registrant's Cooper's
Pointe, Four Winds, Promontory Point, Wood Creek, Plantation Creek and
Hampton Greens Apartments, which were partially offset by decreases in
maintenance and rent-up expenses at Registrant's Autumn Run, Copper Mill,
Monterey Village and Stoney Creek Apartments. General and administrative
expenses increased due to a reclassification in the prior comparative
period. Interest expense declined due to over accrual of interest on
adjustable mortgages in the prior comparative period.
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CENTURY PROPERTIES GROWTH FUND XXII - FORM 10-Q - SEPTEMBER 30, 1995
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations
Properties
A description of the properties in which Registrant has an ownership
interest during the period covered by this Report, along with occupancy
data, follows:
CENTURY PROPERTIES GROWTH FUND XXII
OCCUPANCY SUMMARY
Average
Occupancy Rate (%)
--------------------------
Nine Months Three Months
Ended Ended
Number of Date of September 30, September 30,
Name and Location Units Purchase 1995 1994 1995 1994
- ----------------- ----- -------- ---- ---- ---- ----
Wood Creek Apartments 432 05/84 97 97 96 97
Mesa, Arizona
Plantation Creek
Apartments 484 06/84 95 97 95 97
Atlanta, Georgia
Stoney Creek Apartments 364 06/85 94 93 93 95
Dallas, Texas
Four Winds Apartments 350 09/85 97 94 96 94
Overland Park, Kansas
Promontory Point Apartments 252 10/85 98 96 98 96
Austin, Texas
Cooper's Pointe Apartments 192 11/85 94 94 97 94
Charleston, South Carolina
Hampton Greens Apartments 309 12/85 97 95 97 95
Dallas, Texas
Monterey Village Apartments (1) 224 04/86 - 92 - 96
Rancho Cucamonga, California
Autumn Run Apartments 320 06/86 95 97 94 98
Naperville, Illinois
Copper Mill Apartments 192 09/86 97 97 96 99
Richmond, Virginia
(1) On August 18, 1995, Registrant sold its Monterey Village Apartment
complex.
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CENTURY PROPERTIES GROWTH FUND XXII - FORM 10-Q - SEPTEMBER 30, 1995
PART II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(a)Exhibits
2. NPI, Inc. Stock Purchase Agreement dated as of August 17,
1995 incorporated by reference to Exhibit 2 to
Registrant's Current Report on Form 8-K filed with the
Securities and Exchange Commission on August 24, 1995.
(b) Report on Form 8-K
(i) On August 24, 1995, Registrant filed a Current Report on Form
8-K with the Securities and Exchange Commission with respect
to the sale of the stock of NPI, Inc. (Item 1, Change in
Control).
(ii) On September 8, 1995, Registrant filed a Current Report on
Form 8-K with the Securities and Exchange Commission with
respect to the sale of Monterey Village Apartments (Item 2,
Acquisition or Disposition of Assets).
On October 2, 1995, Registrant filed a Form 8-K/A which
amended in part this filing. (Item 2, Acquisition or
Disposition of Assets).
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CENTURY PROPERTIES GROWTH FUND XXII - FORM 10-Q - SEPTEMBER 30, 1995
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
A General Partner
/S/ ARTHUR N. QUELER
Secretary/Treasurer and Director
(Principal Financial Officer)
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CENTURY PROPERTIES GROWTH FUND XXII - FORM 10-Q - SEPTEMBER 30, 1995
EXHIBIT INDEX
Exhibit Page No.
2. NPI, Inc. Stock Purchase Agreement *
dated August 17, 1995
* Incorporated by reference to Exhibit 2 to Registrant's Current Report on
Form 8-K filed with the Securities and Exchange Commission on August 24,
1995.
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