-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, clJzNPPjnlHN8hyQ7VL5SJbDQzOdGowaX7c/n2hnm9Mz7uDf7cXloud1BRuTM5A7 1HyFGU52rbBL127TOcY61g== 0000950115-94-000167.txt : 19940525 0000950115-94-000167.hdr.sgml : 19940525 ACCESSION NUMBER: 0000950115-94-000167 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19940331 FILED AS OF DATE: 19940520 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CENTURY PROPERTIES GROWTH FUND XXII CENTRAL INDEX KEY: 0000740156 STANDARD INDUSTRIAL CLASSIFICATION: 6500 IRS NUMBER: 942939418 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-13418 FILM NUMBER: 94529517 BUSINESS ADDRESS: STREET 1: 950 TWR LANE STREET 2: C/O METRIC MANAGEMENT INC CITY: FOSTER CITY STATE: CA ZIP: 94404 BUSINESS PHONE: 4153787000 FORMER COMPANY: FORMER CONFORMED NAME: CENTURY PROPERTIES FUND XXI DATE OF NAME CHANGE: 19840918 10-Q 1 QUARTERLY REPORT 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 March 31, 1994 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 Identification No.) incorporation or organization) 5665 Northside Drive N.W., Ste. 370, Atlanta, Georgia 30328 (Address of principal executive office) (Zip Code) Registrant's telephone number, including area code (404) 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 __________________. 1 of 10 CENTURY PROPERTIES GROWTH FUND XXII - FORM 10-Q - MARCH 31, 1994 PART I - FINANCIAL INFORMATION Item 1. Financial Statements. Consolidated Balance Sheets March 31, December 31, 1994 1993 (Unaudited) (Audited) Assets Cash and cash equivalents $ 760,000 $ 341,000 Restricted cash 811,000 775,000 Cash investments - 1,187,000 Receivables and other assets 712,000 520,000 Real Estate: Real estate 127,667,000 127,614,000 Furnishings 11,655,000 11,626,000 Accumulated depreciation (40,882,000) (39,860,000) ------------ ------------ Net real estate 98,440,000 99,380,000 Deferred financing costs - net 755,000 792,000 ------------ ------------ Total assets $101,478,000 $102,995,000 ------------ ------------ ------------ ------------ Liabilities and Partners' Equity Accrued expenses and other liabilities 1,923,000 1,908,000 Notes payable 80,905,000 81,848,000 ------------ ------------ Total liabilities 82,828,000 83,756,000 ------------ ------------ Partners' equity: General partner (6,884,000) (6,814,000) Limited partners (82,848 units outstanding at March 31, 1994 and December 31, 1993) 25,534,000 26,053,000 ------------ ------------ Total partners' equity 18,650,000 19,239,000 ------------ ------------ Total liabilities and partners' equity $101,478,000 $102,995,000 ------------ ------------ ------------ ------------ See notes to consolidated financial statements. 2 of 10 CENTURY PROPERTIES GROWTH FUND XXII - FORM 10-Q - MARCH 31, 1994 Consolidated Statements of Operations (Unaudited) For the Three Months Ended March 31, 1994 March 31, 1993 Revenues: Rental $4,809,000 $4,527,000 Interest and other income 22,000 24,000 ---------- ---------- Total revenues 4,831,000 4,551,000 ---------- ---------- Expenses: Operating 2,377,000 2,282,000 Interest 1,874,000 1,957,000 Depreciation 1,022,000 1,105,000 General and administrative 147,000 133,000 ---------- ---------- Total expenses 5,420,000 5,477,000 ---------- ---------- Net loss $ (589,000) $ (926,000) ---------- ---------- ---------- ---------- Net loss per limited partnership unit $ (6) $ (10) ---------- ---------- ---------- ---------- See notes to consolidated financial statements. 3 of 10 CENTURY PROPERTIES GROWTH FUND XXII - FORM 10-Q - MARCH 31, 1994 Consolidated Statements of Cash Flows (Unaudited) For the Three Months Ended March 31, 1994 March 31, 1993 Operating Activities: Net loss $ (589,000) $ (926,000) Adjustments to reconcile net loss to net cash provided by operating activities: Depreciation and amortization 1,113,000 1,195,000 Changes in operating assets and liabilities: Receivables and other assets (192,000) 38,000 Accrued expenses and other liabilities 15,000 (139,000) ---------- ---------- Net cash provided by operating activities 347,000 168,000 ---------- ---------- Investing Activities: Additions to rental properties (82,000) (248,000) Proceeds from sale of cash investments 1,187,000 - Purchase of cash investments - (595,000) Restricted cash (increase) decrease (36,000) 5,000 ---------- ---------- Net cash provided by (used in) investing activities 1,069,000 (838,000) ---------- ---------- Financing Activities: Repayment of note on debt modification (805,000) - Notes payable principal payments (138,000) (141,000) Financing costs (paid) refunded (54,000) 10,000 ---------- ---------- Net cash (used in) financing activities (997,000) (131,000) ---------- ---------- Increase (Decrease) in Cash and Cash Equivalents 419,000 (801,000) Cash and Cash Equivalents at Beginning of Period 341,000 2,236,000 ---------- ---------- Cash and Cash Equivalents at End of Period $ 760,000 $1,435,000 ---------- ---------- ---------- ---------- Supplemental Disclosure of Cash Flow Information: Interest paid in cash during the period $1,784,000 $1,913,000 ---------- ---------- ---------- ---------- See notes to consolidated financial statements. 4 of 10 CENTURY PROPERTIES GROWTH FUND XXII - FORM 10-Q - MARCH 31, 1994 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, 1993. Certain balance sheet accounts have been reclassified in order to conform to the current period. The financial information contained herein is unaudited. However, 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. The results of operations for the three months ended March 31, 1994 and 1993 are not necessarily indicative of the results to be expected for the full year. 2. Transactions with Related Parties (a) An affiliate of the Managing General Partner ("MGP") received reimbursements of administrative expenses amounting to $51,000 during the period ended March 31, 1994. These reimbursements are primarily included in general and administrative expenses. (b) NPI Property Management Corporation ("NPI Management"), an affiliate of MGP, is entitled to receive a management fee equal to 5% of gross receipts from certain properties it manages. For the period ended March 31, 1994, NPI Management received $69,000, which is included in operating expenses. 3. Notes Payable The Partnership finalized a debt modification agreement with the Monterey Village Apartments mortgagee. The terms of the loan include a seven year extension with a reduction in the interest rate from 10.50 percent to 8.25 percent and a 30 year amortization period in exchange for a principal payment of $805,000. In connection with the modification, the Partnership paid extension fees and costs totalling $78,000. The amount of financing costs paid during the period ended March 31, 1994 was $54,000. The Partnership has balloon payments due as follows: Property Maturity Date Payment - - ------------------------- ------------- ---------- Copper Mill Apartments 12/94 $3,669,000 Hampton Greens Apartments 1/95 $5,750,000 Stoney Creek Apartments 1/95 $6,750,000 The ability to hold and operate these properties is dependent on the Partnership's ability to obtain refinancing or debt modification as required. 5 of 10 CENTURY PROPERTIES GROWTH FUND XXII - FORM 10-Q - MARCH 31, 1994 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 The Fund holds investments in and operates residential real estate properties. The Fund receives rental income from its properties and is responsible for operating expenses, capital improvements and debt service payments under mortgage obligations. As of May 1, 1994, one of the eleven properties originally purchased by the Fund was lost through foreclosure. The Fund uses working capital reserves from any undistributed cash flow from operations and refinancing proceeds as its primary source of liquidity. There have been no distributions since 1988. It is not currently anticipated that the Fund will make any distributions from operations in the near future. Liquidity based on cash and cash equivalents experienced a $419,000 increase at March 31, 1994, as compared to December 31, 1993. The Fund's $347,000 of cash from operating activities and $1,187,000 of proceeds from sale of cash investments (investing activities) were partially offset by $82,000 of additions to rental properties (investing activities), a $36,000 increase in restricted cash (investing activities), $943,000 of notes payable principal payments and $54,000 of financing costs (financing activities). The increase in cash provided by operating activities is primarily due to the decrease in net loss for the three months ended March 31, 1994. 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 currently being invested in a money market account or in repurchase agreements secured by United States Treasury obligations. It is the opinion of the Managing General Partner 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 regular debt service payments in 1994 and the foreseeable future. However, in December 1994, and in 1995 through 1997, the Fund will have to arrange refinancings or debt modifications. If necessary, the Fund could dispose of the properties with significant balloon payments, in order to reduce future cash requirements. If the December 1994 and January 1995 balloon payments are not refinanced or extended, or the properties are not sold, the properties could be lost through foreclosure. If Copper Mill, Hampton Greens and Stoney Creek Apartments are lost through foreclosure, the Fund would incur a loss of approximately $3,200,000, $2,800,000 and $2,900,000, respectively. 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 the Fund's properties and the markets in which such properties are located and on the sales price of the remaining properties. In this regard, it is anticipated at this time that remaining properties will be held longer than originally expected. The ability to hold and operate these properties is dependent on the Fund's ability to obtain refinancing or debt modification as required. 6 of 10 CENTURY PROPERTIES GROWTH FUND XXII - FORM 10-Q - MARCH 31, 1994 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations. 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, the Fund'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 operating expenses during 1994. 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 the Fund's properties in the future. Results of Operations Three Months Ended March 31, 1994 vs. March 31, 1993 Operating results improved by $337,000 for the three months ended March 31, 1994, as compared to 1993, due to increases in revenues of $280,000 and decreases in expenses of $57,000. Revenues increased by $280,000 for the three months ended March 31, 1994, as compared to 1993, due to an increase of $282,000 in rental income which was partially offset by a decrease of $2,000 in interest and other income. Revenues increased primarily due to increases in rental rates at Plantation Creek Apartments and improved occupancy at all the Fund's properties, except for Monterey Village Apartments (which declined) and Cooper's Pointe (which remained constant). Expenses decreased by $57,000 due to decreases in interest expense of $83,000 and depreciation of $83,000, which were only partially offset by increases in operating expenses of $95,000 and general and administrative expenses of $14,000. Interest expense decreased due to a repayment of a portion of the loan principal and the lower interest rate on the January 1994 debt modification on the Fund's Monterey Village Apartments. Depreciation expense decreased due to the effect of assets becoming fully depreciated in the prior year. Operating expenses increased due to maintenance and rent-up expenses performed at the Fund's Autumn Run, Copper Mill, Monterey Village, Promontory and Wood Creek Apartments. General and administrative expenses increased primarily due to costs associated with the management transition. 7 of 10 CENTURY PROPERTIES GROWTH FUND XXII - FORM 10-Q - MARCH 31, 1994 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations (Continued). Properties A description of the properties in which the Fund has an ownership interest during the period covered by this report, along with occupancy data, follows: CENTURY PROPERTIES GROWTH FUND XXII OCCUPANCY SUMMARY For the Quarters Ended March 31, 1994 and 1993 Average Occupancy Number Rate (%) of Date of March 31, Name and Location Units Purchase 1994 1993 - - ---------------------------- ------ -------- ---- ---- Wood Creek Apartments 432 05/84 98 96 Mesa, Arizona Plantation Creek Apartments 484 06/84 97 90 Atlanta, Georgia Stoney Creek Apartments 364 06/85 93 91 Dallas, Texas Four Winds Apartments 350 09/85 96 95 Overland Park, Kansas Promontory Point Apartments 252 10/85 97 95 Austin, Texas Cooper's Pointe Apartments 192 11/85 90 90 Charleston, South Carolina Hampton Greens Apartments 309 12/85 94 93 Dallas, Texas Monterey Village Apartments 224 04/86 89 96 Rancho Cucamonga, California Autumn Run Apartments 320 06/86 97 86 Naperville, Illinois Copper Mill Apartments 192 09/86 94 93 Richmond, Virginia 8 of 10 CENTURY PROPERTIES GROWTH FUND XXII - FORM 10-Q - MARCH 31, 1994 PART II - OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K. No report on Form 8-K was required to be filed during the period. 9 of 10 CENTURY PROPERTIES GROWTH FUND XXII - FORM 10-Q - MARCH 31, 1994 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, A California General Partnership, its general partner By: FOX CAPITAL MANAGEMENT CORPORATION, A California Corporation, its general partner ---------------------------------------------- ARTHUR N. QUELER Executive Vice President (Principal Financial and Accounting Officer) and Director of Fox 10 of 10 -----END PRIVACY-ENHANCED MESSAGE-----