** **

UNITED STATES

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 June 30, 2009

 

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, LP

(Exact name of registrant as specified in its charter)

 
| Delaware                        | 94-2939418          |
|---------------------------------|---------------------|
| (State or other jurisdiction of | (I.R.S. Employer    |
| incorporation or organization)  | Identification No.) |

 

55 Beattie Place, PO Box 1089

Greenville, South Carolina  29602

(Address of principal executive offices)

 

(864) 239-1000

(Registrant’s telephone number, including area code)

 

Indicate by check mark whether the 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.  

[X] Yes  [ ] No

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). [ ] Yes  [ ] No

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 
| Large accelerated filer [ ]                                               | Accelerated filer [ ]         |
|---------------------------------------------------------------------------|-------------------------------|
| Non-accelerated filer [ ] 

(Do not check if a smaller reporting company) | Smaller reporting company [X] |

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). [ ] Yes  [X] No

 

### PART I – FINANCIAL INFORMATION
 

 

**ITEM 1.    FINANCIAL STATEMENTS**

 

 

CENTURY PROPERTIES GROWTH FUND XXII, LP

CONSOLIDATED BALANCE SHEETS

(in thousands, except unit data)

 

 

 

 

June 30,

December 31,

 

2009

2008

 

(Unaudited)

(Note)

Assets

 

 

Cash and cash equivalents

 $    205

 $  1,237

Receivables and deposits

      375

      296

Other assets

      562

      510

Investment properties:

 

 

Land

    3,561

    3,561

Buildings and related personal property

   41,443

   41,127

 

   45,004

   44,688

Less accumulated depreciation

  (29,460)

  (28,419)

 

   15,544

   16,269

 

 $ 16,686

 $ 18,312

 

 

 

Liabilities and Partners' Deficit

 

 

Liabilities

 

 

Accounts payable

 $    116

 $    125

Tenant security deposit liabilities

      199

      238

Accrued property taxes

      550

      522

Other liabilities

      373

      363

Due to affiliates (Note B)

      148

       --

Mortgage notes payable (Note D)

  37,613

  37,832

 

  38,999

  39,080

 

 

 

Partners' Deficit

 

 

General partner

   (3,015)

   (2,949)

Limited partners (82,848 units issued and

 

 

outstanding)

  (19,298)

  (17,819)

 

  (22,313)

  (20,768)

 

 $ 16,686

 $ 18,312

 

Note: The consolidated balance sheet at December 31, 2008 has been derived from the audited financial statements at that date but does not include all the information and footnotes required by generally accepted accounting principles for complete financial statements.

 

*See Accompanying Notes to Consolidated Financial Statements*

 
CENTURY PROPERTIES GROWTH FUND XXII, LP

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

(in thousands, except per unit data)

 

 

 

 

Three Months Ended

Six Months Ended

 

June 30,

June 30,

 

2009

2008

2009

2008

Revenues:

 

 

 

 

Rental income

  $ 1,552

  $ 1,701

  $ 3,150

  $ 3,322

Other income

      173

      156

      345

      308

Total revenues

    1,725

    1,857

    3,495

    3,630

 

 

 

 

 

Expenses:

 

 

 

 

Operating

      662

      659

    1,351

    1,299

General and administrative

       69

      118

      152

      221

Depreciation

      523

      493

    1,041

      946

Interest

      599

      606

    1,181

    1,160

Property taxes

      156

      113

      322

      268

Total expenses

    2,009

    1,989

    4,047

    3,894

 

 

 

 

 

Casualty gain (Note C)

       --

       --

       --

      549

 

 

 

 

 

(Loss) income before discontinued

 

 

 

 

  operations

     (284)

     (132)

     (552)

      285

Income from discontinued operations

 

 

 

 

  (Note A)

       --

       16

       --

       29

 

 

 

 

 

Net (loss) income

  $  (284)

  $  (116)

  $  (552)

  $   314

 

 

 

 

 

Net (loss) income allocated to general 

 

 

 

 

partner (11.8%)

  $   (33)

  $   (14)

  $   (65)

  $    37

Net (loss) income allocated to limited

 

 

 

 

partners (88.2%)

     (251)

     (102)

     (487)

      277

 

  $  (284)

  $  (116)

  $  (552)

  $   314

 

 

 

 

 

Per limited partnership unit:

 

 

 

 

(Loss) income before discontinued

 

 

 

 

  operations

  $ (3.03)

  $ (1.40)

  $ (5.88)

  $  3.03

Income from discontinued operations

       --

     0.17

       --

     0.31

 

 

 

 

 

Net (loss) income

  $ (3.03)

  $ (1.23)

  $ (5.88)

  $  3.34

Distributions per limited partnership

 

 

 

 

  unit

  $    --

  $ 37.50

  $ 11.97

  $ 37.50

 

*See Accompanying Notes to Consolidated Financial Statements*

 
CENTURY PROPERTIES GROWTH FUND XXII, LP

CONSOLIDATED STATEMENT OF CHANGES IN PARTNERS' DEFICIT 

(Unaudited)

(in thousands, except unit data)

 

 

 

 

Limited

 

 

 

 

Partnership

General

Limited

 

 
UnitsPartnerPartners
Total

 

 

 

 

 

Original capital contributions

82,848

$    --

$82,848

$82,848

 

 

 

 

 

Partners' deficit

 

 

 

 

  at December 31, 2008

82,848

 $(2,949)

 $(17,819)

 $(20,768)

 

 

 

 

 

Distribution to partners

    --

      (1)

     (992)

     (993)

 

 

 

 

 

Net loss for the six months

 

 

 

 

  ended June 30, 2009

    --

     (65)

     (487)

    (552)

 

 

 

 

 

Partners' deficit 

 

 

 

 

  at June 30, 2009

82,848

 $(3,015)

$(19,298)

 $(22,313)

 

*See Accompanying Notes to Consolidated Financial Statements*

CENTURY PROPERTIES GROWTH FUND XXII, LP
CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(in thousands)

 

 

 

Six Months Ended

 

June 30,

 

2009

2008

Cash flows from operating activities:

 

 

Net (loss) income

 $  (552)

$   314

Adjustments to reconcile net (loss) income to net cash

 

 

provided by operating activities:

 

 

Depreciation

  1,041

  1,433

Amortization of loan costs

      8

     37

Casualty gain

     --

    (549)

Change in accounts:

 

 

Receivables and deposits

     (79)

     (36)

Other assets

     (60)

     (56)

Accounts payable

     86

     (27)

Tenant security deposit liabilities

     (39)

     37

Accrued property taxes

     28

     (66)

Other liabilities

     10

     (25)

Due to affiliates

      1

     (5)

Net cash provided by operating activities

    444

  1,057

 

 

 

Cash flows from investing activities:

 

 

Property improvements and replacements

    (411)

  (2,125)

Insurance proceeds received

     --

    549

Net cash used in investing activities

   (411)

 (1,576)

 

 

 

Cash flows from financing activities:

 

 

Distributions to partners

    (993)

  (3,170)

Principal payments on mortgage notes payable

    (219)

    (336)

Loan costs paid

     --

     (77)

Repayment of advances from affiliate

     --

  (1,720)

Advances from affiliate

    147

    757

Proceeds from mortgage note payable

     --

  5,770

Net cash (used in) provided by financing activities

  (1,065)

  1,224

 

 

 

Net (decrease) increase in cash and cash equivalents

  (1,032)

    705

 

 

 

Cash and cash equivalents at beginning of period

  1,237

    250

Cash and cash equivalents at end of period

$   205

$   955

 

 

 

Supplemental disclosure of cash flow information:

 

 

Cash paid for interest 

$1,049

$1,611

Supplemental disclosure of non-cash activity:

 

 

   Property improvements and replacements included in 

 

 

    accounts payable

$    22

$   664

 

Included in property improvements and replacements for the six months ended June 30, 2009 and 2008 are approximately $117,000 and $820,000 of property improvements and replacements, respectively, which were included in accounts payable at December 31, 2008 and 2007, respectively.

 

*See Accompanying Notes to Consolidated Financial Statements*

CENTURY PROPERTIES GROWTH FUND XXII, LP
 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

 
Note A – Basis of Presentation
 

The accompanying unaudited consolidated financial statements of Century Properties Growth Fund XXII, LP (the "Partnership" or "Registrant") have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 8-03 of Regulation S-X.  Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. Fox Partners IV, a California general partnership, is the general partner of the Partnership. The general partners of Fox Partners IV are Fox Capital Management Corporation ("FCMC" or the "Managing General Partner"), a California corporation and Fox Realty Investors ("FRI"), a California general partnership. The Managing General Partner is a wholly owned subsidiary of Apartment Investment and Management Company ("AIMCO"), a publicly traded real estate investment trust. In the opinion of FCMC, the managing general partner of the Partnership's general partner, 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, 2009 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2009. For further information, refer to the consolidated financial statements and footnotes thereto included in the Partnership's Annual Report on Form 10-K for the fiscal year ended December 31, 2008.

 

The Partnership’s management evaluated for subsequent events through the time this Quarterly Report on Form 10-Q was filed on August 12, 2009.

 

In accordance with Statement of Financial Accounting Standards (“SFAS”) No. 144, “Accounting for the Impairment or Disposal of Long-lived Assets”, the accompanying consolidated statements of operations for the three and six months ended June 30, 2008 have been restated as of January 1, 2008 to reflect the operations of Copper Mill Apartments and Cooper’s Pointe Apartments as (loss) income from discontinued operations due to their sales on October 24, 2008 and October 29, 2008, respectively.

 

The following table presents summarized results of operations related to the Partnership’s discontinued operations for the three and six months ended June 30, 2008 (in thousands):

 

 

 

Three Months Ended

 

 

 

June 30, 2008

 

 

Copper Mill

Cooper’s Pointe

 

 

Apartments

Apartments

Total

 

 

 

 

Revenues

   $ 530

$ 457

   $ 987

Expenses

   (546)

 (425)

    (971)

(Loss) income from discontinued

 

 

 

  operations

   $(16)

$ 32

   $  16

 

 

 

Six Months Ended

 

 

 

June 30, 2008

 

 

Copper Mill

Cooper’s Pointe

 

 

 

Apartments

Apartments

Total

 

 

 

 

Revenues

  $ 1,076

$ 894

   $ 1,970

Expenses

  (1,069)

  (872)

    (1,941)

Income from discontinued

 

 

 

  operations

  $    7

$  22

   $   29

 
Certain reclassifications have been made to the 2008 balances to conform to the 2009 presentation.

 

Organization: On October 29, 2008, the Partnership changed its domicile from California to Delaware by merging with and into Century Properties Growth Fund XXII, LP, a Delaware limited partnership, with the Delaware partnership as the surviving entity in the merger. The merger was undertaken pursuant to an Agreement and Plan of Merger, dated as of September 18, 2008, by and between the California partnership and the Delaware partnership. All references herein to the Partnership shall mean Century Properties Growth Fund XXII, a California limited partnership, for all periods prior to October 29, 2008 and Century Properties Growth Fund XXII, LP, a Delaware limited partnership, for all periods from and after October 29, 2008.

 

Under the merger agreement, each unit of limited partnership interest in the California partnership was converted into an identical unit of limited partnership in the Delaware partnership and the general partnership interest in the California partnership previously held by the general partner was converted into a general partnership interest in the Delaware partnership. All interests in the Delaware partnership outstanding immediately prior to the merger were cancelled in the merger.

 

The voting and other rights of the limited partners provided for in the partnership agreement were not changed as a result of the merger. In the merger, the partnership agreement of the California partnership was adopted as the partnership agreement of the Delaware partnership, with the following changes: (i) references therein to the California Uniform Limited Partnership Act were amended to refer to the Delaware Revised Uniform Limited Partnership Act; (ii) a description of the merger was added; (iii) the name of the partnership was changed to “Century Properties Growth Fund XXII, LP” and (iv) a provision was added that gives the general partner authority to establish different designated series of limited partnership interests that have separate rights with respect to specified partnership property, and profits and losses associated with such specified property.

 

Recent Accounting Pronouncement

 

In June 2009, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standards No. 168,*The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles—a replacement of FASB Statement No. 162*, or SFAS No. 168, which is effective for financial statements issued for interim and annual periods ending after September 15, 2009.  Upon the effective date of SFAS No. 168, the FASB Accounting Standards Codification, or the Codification, will become the single source of authoritative GAAP recognized by the FASB to be applied by nongovernmental entities. Rules and interpretive releases of the Securities and Exchange Commission, or SEC, under authority of federal securities laws are also sources of authoritative GAAP for SEC registrants. The Codification will supersede all then-existing non-SEC accounting and reporting standards. All other non-grandfathered non-SEC accounting literature not included in the Codification will become non-authoritative.  Following SFAS No. 168, the FASB will issue Accounting Standards Updates that serve to update the Codification. The Partnership does not anticipate that SFAS No. 168 will have a significant effect on its financial statements.

 
Note B – Transactions with Affiliated Parties
 

The Partnership has no employees and depends on the Managing General Partner and its affiliates for the management and administration of all Partnership activities. 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. 

 

Affiliates of the Managing General Partner receive 5% of gross receipts from all of the Partnership's properties as compensation for providing property management services. The Partnership paid to such affiliates approximately $173,000 and$272,000 for the six months ended June 30, 2009 and 2008, respectively, which are included in operating expenses and income from discontinued operations. 
 

Affiliates of the Managing General Partner charged the Partnership for reimbursement of accountable administrative expenses amounting to approximately $100,000 and $348,000 for the six months ended June 30, 2009 and 2008, respectively, which is included in general and administrative expenses and investment properties.  The portion of these reimbursements included in investment properties for the six months ended June 30, 2009 and 2008 are construction management services provided by an affiliate of the Managing General Partner of approximately $49,000 and $242,000, respectively.  

 

Pursuant to the Partnership Agreement, for managing the affairs of the Partnership, the Managing General Partner is entitled to receive a Partnership management incentive allocation equal to 10% of the Partnership's adjusted cash from operations as distributed.  No incentive was paid during the six months ended June 30, 2009 or 2008 as no cash from operations was distributed.

 

AIMCO Properties, L.P., 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. Advances under the credit line will be unsecured and accrue interest at the prime rate plus 2% per annum (5.25% at June 30, 2009). During the six months ended June 30, 2008, AIMCO Properties, L.P. exceeded this limit and advanced the Partnership approximately $115,000 to fund the rate lock deposit associated with obtaining the second mortgage loan on Wood Creek Apartments and approximately $642,000 to fund operating expenses at all of the Partnership’s investment properties.  During the six months ended June 30, 2009, AIMCO Properties, L.P., advanced the Partnership approximately $147,000 to fund real estate taxes at Autumn Run Apartments. Interest expense on the outstanding advance balances amounted to approximately $1,000 and $32,000 for the six months ended June 30, 2009 and 2008, respectively. During the six months ended June 30, 2008, the Partnership repaid advances and associated accrued interest of approximately $1,756,000. No such payments were made during the six months ended June 30, 2009.  Total advances and accrued interest due to AIMCO Properties, L.P. at June 30, 2009 were approximately $148,000 and are included in due to affiliates. At December 31, 2008, there were no advances or associated accrued interest due to AIMCO Properties, L.P. The Partnership may receive additional advances of funds from AIMCO Properties, L.P. although AIMCO Properties, L.P. is not obligated to provide such advances.  For more information on AIMCO Properties, L.P., including copies of its audited balance sheet, please see its reports filed with the Securities and Exchange Commission.

 

The Partnership insures its properties up to certain limits through coverage provided by AIMCO which is generally self-insured for a portion of losses and liabilities related to workers’ compensation, property casualty, general liability and vehicle liability. The Partnership insures its properties above the AIMCO limits through insurance policies obtained by AIMCO from insurers unaffiliated with the Managing General Partner.  During the six months ended June 30, 2009, the Partnership was charged by AIMCO and its affiliates approximately $96,000 for insurance coverage and fees associated with policy claims administration.  Additional charges will be incurred by the Partnership during 2009 as other insurance policies renew later in the year.  The Partnership was charged by AIMCO and its affiliates approximately $192,000 for insurance coverage and fees associated with policy claims administration during the year ended December 31, 2008.

 

**Note C – Casualty Gain**

 

During the year ended December 31, 2007, the Partnership recognized a casualty gain of approximately $142,000 at Autumn Run Apartments related to a fire that damaged twelve units on June 21, 2007.  The gain was the result of the receipt of insurance proceeds of approximately $270,000, partially offset by the write off of approximately $128,000 of undepreciated property improvements and replacements. During the six months ended June 30, 2008, the Partnership recognized a casualty gain of approximately $549,000, due to the receipt of additional insurance proceeds.

 
Note D - Financing
 

On March 31, 2008, the Partnership obtained a second mortgage loan in the principal amount of $5,770,000 on Woodcreek Apartments. The second mortgage loan bears interest at a fixed rate of 5.68% per annum, and requires monthly payments of principal and interest of approximately $33,000, beginning on May 1, 2008 through the August 1, 2016 maturity date.  The second mortgage loan has a balloon payment of approximately $5,049,000 due at maturity. As a condition of the new loan, the lender required AIMCO Properties, L.P., an affiliate of the Managing General Partner, to guarantee certain non-recourse obligations and liabilities of the Partnership with respect to the new mortgage financing. Total capitalized loan costs associated with the second mortgage were approximately $82,000, approximately $77,000 of which were capitalized during the six months ended June 30, 2008, and are included in other assets.

 

**Note E – Fair Value of Financial Instruments**

 

SFAS No. 107, "Disclosures about Fair Value of Financial Instruments", as amended by SFAS No. 119, "Disclosures about Derivative Financial Instruments and Fair Value of Financial Instruments", requires disclosure of fair value information about financial instruments, whether or not recognized in the balance sheet, for which it is practicable to estimate fair value. Fair value is defined in the SFAS as the amount at which the instruments could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale. The Partnership believes that the carrying amount of its financial instruments (except for long term debt) approximates their fair value due to the short-term maturity of these instruments. The Partnership estimates the fair value of its long-term debt by discounting future cash flows using a discount rate commensurate with that currently believed to be available to the Partnership for similar term, long-term debt. At June 30, 2009, the fair value of the Partnership's long-term debt at the Partnership's incremental borrowing rate approximated its carrying value.

 

**Note F – Contingencies**

 

As previously disclosed, AIMCO Properties, L.P. and NHP Management Company, both affiliates of the Managing General Partner, were defendants in a lawsuit, filed as a collective action in August 2003 in the United States District Court for the District of Columbia, alleging that they willfully violated the Fair Labor Standards Act (“FLSA”) by failing to pay maintenance workers overtime for time worked in excess of 40 hours per week (“overtime claims”).  The plaintiffs also contended that AIMCO Properties, L.P. and NHP Management Company failed to compensate maintenance workers for time that they were required to be "on-call" (“on-call claims”).  In March 2007, the court in the District of Columbia decertified the collective action. In July 2007, plaintiffs’ counsel filed individual cases in Federal court in 22 jurisdictions.  In the second quarter of 2008, AIMCO Properties, L.P. settled the overtime cases involving 652 plaintiffs and established a framework for resolving the 88 remaining “on-call” claims and the attorneys’ fees claimed by plaintiffs’ counsel.  As a result, the lawsuits asserted in the 22 Federal courts have been dismissed.  During the fourth quarter of 2008, the Partnership paid approximately $1,000 for settlement amounts for alleged unpaid overtime to employees who had worked at the Partnership’s investment properties.  At this time, the 88 remaining “on-call” claims and the attorneys’ fees claimed by plaintiffs’ counsel are not resolved. The parties have selected six “on-call” claims that will proceed forward through the arbitration process and have selected arbitrators. The arbitrations have not yet been scheduled. The Managing General Partner is uncertain as to the amount of any additional loss that may be allocable to the Partnership. Therefore, the Partnership cannot estimate whether any additional loss will occur or a potential range of loss.

** **

The Partnership is unaware of any other pending or outstanding litigation matters involving it or its investment properties that are not of a routine nature arising in the ordinary course of business.

 
Environmental
 

Various Federal, state and local laws subject property owners or operators to liability for management, and the costs of removal or remediation, of certain hazardous substances present on the properties, including lead-based paint. Such laws often impose liability without regard to whether the owner or operator knew of, or was responsible for, the release or presence of the hazardous substances. The presence of, or the failure to manage or remedy properly, hazardous substances may adversely affect occupancy at affected apartment communities and the ability to sell or finance affected properties. In addition to the costs associated with investigation and remediation actions brought by government agencies, and potential fines or penalties imposed by such agencies in connection therewith, the presence of hazardous substances on the properties could result in claims by private plaintiffs for personal injury, disease, disability or other infirmities. Various laws also impose liability for the cost of removal, remediation or disposal of hazardous substances through a licensed disposal or treatment facility. Anyone who arranges for the disposal or treatment of hazardous substances is potentially liable under such laws. These laws often impose liability whether or not the person arranging for the disposal ever owned or operated the disposal facility. In connection with the ownership, operation and management of its properties, the Partnership could potentially be liable for environmental liabilities or costs associated with its properties.

 

Mold

 

The Partnership is aware of lawsuits against owners and managers of multifamily properties asserting claims of personal injury and property damage caused by the presence of mold, some of which have resulted in substantial monetary judgments or settlements.  The Partnership has only limited insurance coverage for property damage loss claims arising from the presence of mold and for personal injury claims related to mold exposure.  Affiliates of the Managing General Partner have implemented policies, procedures, third-party audits and training and the Managing General Partner believes that these measures will prevent or eliminate mold exposure and will minimize the effects that mold may have on residents.  To date, the Partnership has not incurred any material costs or liabilities relating to claims of mold exposure or to abate mold conditions.  Because the law regarding mold is unsettled and subject to change the Managing General Partner can make no assurance that liabilities resulting from the presence of or exposure to mold will not have a material adverse effect on the Partnership’s consolidated financial condition or results of operations.

 

**Note G – Subsequent Event**

 

On July 15, 2009, the Partnership entered into a sale contract with a third party relating to the sale of Autumn Run Apartments. The property is expected to sell during the third quarter of 2009 for a sale price of $24,745,000.The Partnership determined that certain criteria of SFAS No. 144 were not met at June 30, 2009 and therefore continues to report the assets and liabilities of the investment property as held for investment and its respective operations as continuing operations.
****
**ITEM 2.     MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS**
 

The Private Securities Litigation Reform Act of 1995 provides a “safe harbor” for forward-looking statements in certain circumstances. Certain information included in this Quarterly Report contains or may contain information that is forward-looking, including, without limitation, statements regarding the effect of redevelopments, the Partnership’s future financial performance, including the Partnership’s ability to maintain current or meet projected occupancy and rent levels, and the effect of government regulations. Actual results may differ materially from those described in these forward-looking statements and, in addition, will be affected by a variety of risks and factors some of which are beyond the Partnership’s control including, without limitation: financing risks, including the availability and cost of financing and the risk that the Partnership’s cash flows from operations may be insufficient to meet required payments of principal and interest; natural disasters and severe weather such as hurricanes; national and local economic conditions; the general level of interest rates; energy costs; the terms of governmental regulations that affect the Partnership’s properties and interpretations of those regulations; the competitive environment in which the Partnership operates; real estate risks, including fluctuations inreal estate values and the general economic climate in local markets and competition for tenantsin such markets; insurance risk; development risks; litigation, including costs associated with prosecuting or defending claims and any adverse outcomes; and possible environmental liabilities, including costs, fines or penalties that may be incurred due to necessary remediation of contamination of properties presently owned or previously owned by the Partnership. Readers should carefully review the Partnership’s consolidated financial statements and the notes thereto, as well as the other documents the Partnership files from time to time with the Securities and Exchange Commission.
 

The Partnership's investment properties consist of two apartment complexes. The following table sets forth the average occupancy for each of the properties for the six months ended June 30, 2009 and 2008:

 

 

Average Occupancy

Property

2009

2008

 

 

 

Autumn Run Apartments

95%

97%

   Naperville, Illinois

 

 

Wood Creek Apartments (1)

91%

95%

   Mesa, Arizona

 

 

 

(1)   The Managing General Partner attributes the decrease in occupancy at Wood Creek Apartments to poor economic conditions in the local area.

 

The Partnership’s financial results depend upon a number of factors including the ability to attract and maintain tenants at the investment properties, interest rates on mortgage loans, costs incurred to operate the investment properties, general economic conditions and weather. 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, the Managing General Partner may use rental concessions and rental rate reductions to offset softening market conditions; accordingly, there is no guarantee that the Managing General Partner will be able to sustain such a plan. Further, a number of factors which are outside the control of the Partnership such as the local economic climate and weather can adversely or positively affect the Partnership’s financial results.

 

Results of Operations
 

The Partnership’s net loss for the three months ended June 30, 2009 was approximately $284,000, compared to net loss of approximately $116,000 for the three months ended June 30, 2008. The Partnership recognized a net loss of approximately $552,000 for the six months ended June 30, 2009, compared to net income of approximately $314,000 for the six months ended June 30, 2008. In accordance with Statement of Financial Accounting Standards (“SFAS”) No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assts”, the consolidated statements of operations for the three and six months ended June 30, 2008 have been restated as of January 1, 2008 to reflect the operations of Copper Mill Apartments and Cooper’s Pointe Apartments as (loss) income from discontinued operations due to their sales on October 24, 2008 and October 29, 2008, respectively. 

 

The following table presents summarized results of operations related to the Partnership’s discontinued operations for the three and six months ended June 30, 2008 (in thousands):

 

 

 

Three Months Ended

 

 

 

June 30, 2008

 

 

Copper Mill

Cooper’s Pointe

 

 

 

Apartments

Apartments

Total

 

 

 

 

Revenues

   $ 530

$ 457

   $ 987

Expenses

   (546)

 (425)

    (971)

(Loss) income from discontinued

 

 

 

  operations

   $(16)

$  32

   $  16

 

 

 

Six Months Ended

 

 

 

June 30, 2008

 

 

Copper Mill

Cooper’s Pointe

 

 

 

Apartments

Apartments

Total

 

 

 

 

Revenues

  $ 1,076

$ 894

  $ 1,970

Expenses

  (1,069)

  (872)

   (1,941)

Income from discontinued

 

 

 

  operations

  $     7

$  22

  $    29

 

The Partnership’s loss before discontinued operations for the three and six months ended June 30, 2009 was approximately $284,000 and $552,000, respectively, compared to loss before discontinued operations of approximately $132,000 and income before discontinued operations of approximately $285,000 for the three and six months ended June 30, 2008, respectively. The increase in loss before discontinued operations for the three months ended June 30, 2009 is due to a decrease in total revenues and an increase in total expenses. The decrease in income from continuing operations for the six months ended June 30, 2009 is due to an increase in total expenses, a decrease in total revenues and the recognition of a casualty gain during 2008. The decrease in total revenues for both the three and six months ended June 30, 2009 is due to a decrease in rental income, partially offset by an increase in other income. Rental income decreased for both periods primarily due to decreases in occupancy at both of the Partnership’s investment properties and the average rental rate at Wood Creek Apartments, partially offset by an increase in the average rental rate at Autumn Run Apartments. Other income increased for the three months ended June 30, 2009 primarily due to increases in lease cancellation fees and resident utility reimbursements at Autumn Run Apartments. Other income increased for the six months ended June 30, 2009 primarily due to increases in resident utility reimbursements and application fees at Wood Creek Apartments.

 

Total expenses increased for the three months ended June 30, 2009 due to increases in deprecation and property tax expenses, partially offset by a decrease in general and administrative expenses. Operating and interest expenses remained relatively constant for the three months ended June 30, 2009. Total expenses increased for thesix months ended June 30, 2009 due to increases in operating, deprecation, interest and property tax expenses, partially offset by a decrease in general and administrative expenses. Operating expenses increased for the six months ended June 30, 2009 due to increases in utilities and salaries and related benefits at both of the Partnership’s investment properties. Depreciation expense increased for both periods due to property improvements and replacements placed into service at both of the Partnership’s investment properties during the past twelve months. Interest expense increased for the six months ended June 30, 2009 due to a higher debt balance at Wood Creek Apartments as a result of the addition of a second mortgage on the property in March 2008, partially offset by a decrease in interest on advances from an affiliate of the Managing General Partner. Property tax expense increased for both periods primarily due to an increase in the assessed value of both of the Partnership’s investment properties and an adjustment recorded during the second quarter of 2008 related to the 2007 property taxes at Autumn Run Apartments, which are paid a year in arrears. The 2007 property tax bills were received in late June 2008 and reflected a decrease in the tax rate.
 

The decrease in general and administrative expenses for both the three and six months ended June 30, 2009 is primarily due to decreases in management reimbursements to an affiliate of the Managing General Partner as allowed under the Partnership Agreement and professional expenses associated with the administration of the Partnership. Also included in general and administrative expenses for the three and six months ended June 30, 2009 and 2008 are costs associated with the quarterly and annual communications with investors and regulatory agencies and the annual audit required by the Partnership Agreement. 

 

During the year ended December 31, 2007, the Partnership recognized a casualty gain of approximately $142,000 at Autumn Run Apartments related to a fire that damaged twelve units on June 21, 2007.  The gain was the result of the receipt of insurance proceeds of approximately $270,000, partially offset by the write off of approximately $128,000 of undepreciated property improvements and replacements. During the six months ended June 30, 2008, the Partnership recognized a casualty gain of approximately $549,000, due to the receipt of additional insurance proceeds.

 

Liquidity and Capital Resources

 

At June 30, 2009, the Partnership had cash and cash equivalents of approximately $205,000 compared to approximately $955,000 at June 30, 2008.  Cash and cash equivalents decreased approximately $1,032,000, from December 31, 2008, due to approximately $1,065,000 and $411,000 of cash used in financing and investing activities, respectively, partially offset by approximately $444,000 of cash provided by operating activities. Cash used in financing activities consisted of a distribution to partners and principal payments made on the mortgages encumbering the Partnership’s investment properties, partially offset by an advance received from an affiliate of the Managing General Partner. Cash used in investing activities consisted of property improvements and replacements. The Partnership invests its working capital reserves in interest bearing accounts.

 

AIMCO Properties, L.P., 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. Advances under the credit line will be unsecured and accrue interest at the prime rate plus 2% per annum (5.25% at June 30, 2009). During the six months ended June 30, 2008, AIMCO Properties, L.P. exceeded this limit and advanced the Partnership approximately $115,000 to fund the rate lock deposit associated with obtaining the second mortgage loan on Wood Creek Apartments and approximately $642,000 to fund operating expenses at all of the Partnership’s investment properties.  During the six months ended June 30, 2009, AIMCO Properties, L.P., advanced the Partnership approximately $147,000 to fund real estate taxes at Autumn Run Apartments. Interest expense on the outstanding advance balances amounted to approximately $1,000 and $32,000 for the six months ended June 30, 2009 and 2008, respectively. During the six months ended June 30, 2008, the Partnership repaid advances and associated accrued interest of approximately $1,756,000. No such payments were made during the six months ended June 30, 2009.  Total advances and accrued interest due to AIMCO Properties, L.P. at June 30, 2009 were approximately$148,000 and are included in due to affiliates. At December 31, 2008, there were no advances or associated accrued interest due to AIMCO Properties, L.P. The Partnership may receive additional advances of funds from AIMCO Properties, L.P. although AIMCO Properties, L.P. is not obligated to provide such advances.  For more information on AIMCO Properties, L.P., including copies of its audited balance sheet, please see its reports filed with the Securities and Exchange Commission.
 

The sufficiency of existing liquid assets to meet future liquidity and capital expenditure requirements are 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 and to comply with Federal, state, and local legal and regulatory requirements. The Managing General Partner monitors developments in the area of legal and regulatory compliance.  Capital improvements planned for the Partnership's properties are detailed below.

 

Autumn Run Apartments

 

During the six months ended June 30, 2009, the Partnership completed approximately $96,000 of capital improvements at Autumn Run Apartments, consisting primarily of roof and floor covering replacements. These improvements were funded from operating cash flow.  The Partnership regularly evaluates the capital improvement needs of the property. While the Partnership has no material commitments for property improvements and replacements, certain routine capital expenditures are anticipated during 2009. Such capital expenditures will depend on the physical condition of the property as well as anticipated cash flow generated by the property.

 

Wood Creek Apartments

 

During the six months ended June 30, 2009, the Partnership completed approximately $220,000 of capital improvements at Wood Creek Apartments, consisting primarily of kitchen and bath upgrades, air conditioning upgrades and appliance and floor covering replacements. These improvements were funded from operating cash flow. The Partnership regularly evaluates the capital improvement needs of the property. While the Partnership has no material commitments for property improvements and replacements, certain routine capital expenditures are anticipated during 2009. Such capital expenditures will depend on the physical condition of the property as well as anticipated cash flow generated by the property.

 

Capital improvements will be incurred only if cash is available from operations or from Partnership reserves. To the extent that capital improvements are completed, the Partnership's distributable cash flow, if any, may be adversely affected at least in the short term.

 

The Partnership's assets are thought to be generally sufficient for any near-term needs (exclusive of capital improvements) of the Partnership. On March 31, 2008, the Partnership obtained a second mortgage loan in the principal amount of $5,770,000 on Wood Creek Apartments.  The second mortgage loan bears interest at a fixed rate of 5.68% per annum, and requires monthly payments of principal and interest of approximately $33,000, beginning on May 1, 2008 through the August 1, 2016 maturity date.  The second mortgage loan has a balloon payment of approximately $5,049,000 due at maturity. As a condition of the new loan, the lender required AIMCO Properties, L.P., an affiliate of the Managing General Partner, to guarantee certain non-recourse obligations and liabilities of the Partnership with respect to the new mortgage financing. Total capitalized loan costs in connection with the new mortgage were approximately $82,000, approximately $77,000 of which was incurred during the six months ended June 30, 2008, and are included in other assets.

 

The mortgage indebtedness encumbering both of the Partnership's investment properties of approximately $37,613,000 is being amortized over varying periods with balloon payments of approximately $17,239,000, $5,917,000 and $8,365,000 due in 2016, 2019, and 2021, respectively. The Managing General Partner will attempt to refinance such indebtedness and/or sell the properties prior to such maturity dates. If the properties cannot be refinanced or sold for a sufficient amount, the Partnership will risk losing such properties through foreclosure.

 
The Partnership distributed the following amounts during the six months ended June 30, 2009 and 2008 (in thousands, except per unit data):

 

 

Six Months

Per Limited

Six Months

Per Limited

 

Ended

Partnership

Ended

Partnership
 
June 30, 2009

Unit

June 30, 2008

Unit

 

 

 

 

 

Refinancing proceeds (1)

$    --

$    --

$ 3,170

$ 37.50

Sale proceeds (2)

    993

  11.97

     --

     --

 

$   993

$11.97

$3,170

$37.50

 

(1)   Proceeds from the second mortgage obtained on Wood Creek Apartments.

 

(2)   Proceeds from the October 2008 sales of Copper Mill Apartments and Cooper’s Pointe Apartments.

 

Future cash distributions will depend on the levels of cash generated from operations, the timing of debt maturities, property sales and/or refinancings. The Partnership's cash available for distribution is reviewed on a monthly basis. There can be no assurance, however, that the Partnership will generate sufficient funds from operations, after planned capital improvements, to permit additional distributions to its partners during 2009 or subsequent periods.

 

On July 15, 2009, the Partnership entered into a sale contract with a third party relating to the sale of Autumn Run Apartments. The property is expected to sell during the third quarter of 2009 for a sale price of $24,745,000.The Partnership determined that certain criteria of SFAS No. 144 were not met at June 30, 2009 and therefore continues to report the assets and liabilities of the investment property as held for investment and its respective operations as continuing operations.

 

Other

 

In addition to its indirect ownership of the general partner interests in the Partnership, AIMCO and its affiliates owned 54,702.50 limited partnership units (the "Units") in the Partnership representing 66.03% of the outstanding Units at June 30, 2009. A number of these Units were acquired pursuant to tender offers made by AIMCO or its affiliates. It is possible that AIMCO or its affiliates will acquire additional Units in exchange for cash or a combination of cash and units in AIMCO Properties, L.P., the operating partnership of AIMCO, either through private purchases or tender offers. Pursuant to the Partnership Agreement, unitholders holding a majority of the Units are entitled to take action with respect to a variety of matters, which include, but are not limited to, voting on certain amendments to the Partnership Agreement and voting to remove the Managing General Partner. As a result of its ownership of 66.03% of the outstanding Units, AIMCO and its affiliates are in a position to influence all voting decisions with respect to the Partnership. With respect to 17,341.50 Units, such affiliates are required to vote such Units: (i) against any increase in compensation payable to the Managing General Partner or to affiliates; and (ii) on all other matters submitted by it or its affiliates, in proportion to the votes cast by third party unitholders. Except for the foregoing, no other limitations are imposed on such affiliates' ability to influence voting decisions with respect to the Partnership. Although the General Partner owes fiduciary duties to the limited partners of the Partnership, the Managing General Partner also owes fiduciary duties to both the General Partner and AIMCO as the sole stockholder of the Managing General Partner.

 

Critical Accounting Policies and Estimates

 

The consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States, which require the Partnership to make estimates and assumptions. The Partnership believes that of its significantaccounting policies, the following may involve a higher degree of judgment and complexity.
 

Impairment of Long-Lived Assets

 

Investment properties are recorded at cost, less accumulated depreciation, unless the carrying amount of the asset is not recoverable.  If events or circumstances indicate that the carrying amount of a property may not be recoverable, the Partnership will make an assessment of its recoverability by comparing the carrying amount to the Partnership’s estimate of the undiscounted future cash flows, excluding interest charges, of the property.   If the carrying amount exceeds the aggregate undiscounted future cash flows, the Partnership would recognize an impairment loss to the extent the carrying amount exceeds the estimated fair value of the property.

 

Real property investment is subject to varying degrees of risk.  Several factors may adversely affect the economic performance and value of the Partnership’s investment properties.  These factors include, but are not limited to, general economic climate; competition from other apartment communities and other housing options; local conditions, such as loss of jobs or an increase in the supply of apartments that might adversely affect apartment occupancy or rental rates; changes in governmental regulations and the related cost of compliance; increases in operating costs (including real estate taxes) due to inflation and other factors, which may not be offset by increased rents; and changes in tax laws and housing laws, including the enactment of rent control laws or other laws regulating multi-family housing.  Any adverse changes in these factors could cause impairment of the Partnership’s assets.

 

Revenue Recognition

 

The Partnership generally leases apartment units for twelve-month terms or less.  The Partnership will offer rental concessions during particularly slow months or in response to heavy competition from other similar complexes in the area.  Rental income attributable to leases, net of any concessions, is recognized on a straight-line basis over the term of the lease.  The Partnership evaluates all accounts receivable from residents and establishes an allowance, after the application of security deposits, for accounts greater than 30 days past due on current tenants and all receivables due from former tenants.

** **

**ITEM 4T.**   **CONTROLS AND PROCEDURES**

 

**(a)   Disclosure Controls and Procedures.**

 

The Partnership’s management, with the participation of the principal executive officer and principal financial officer of the Managing General Partner, who are the equivalent of the Partnership’s principal executive officer and principal financial officer, respectively, has evaluated the effectiveness of the Partnership’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of the end of the period covered by this report. Based on such evaluation, the principal executive officer and principal financial officer of the Managing General Partner, who are the equivalent of the Partnership’s principal executive officer and principal financial officer, respectively, have concluded that, as of the end of such period, the Partnership’s disclosure controls and procedures are effective.

 

**(b)   Changes in Internal Control Over Financial Reporting.**

 

There has been no change in the Partnership’s internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the fiscal quarter to which this report relates that has materially affected, or is reasonably likely to materially affect, the Partnership’s internal control over financial reporting.

 

**PART II - OTHER INFORMATION**
** **

** **

**ITEM 1.     LEGAL PROCEEDINGS**

 

As previously disclosed, AIMCO Properties, L.P. and NHP Management Company, both affiliates of the Managing General Partner, were defendants in a lawsuit, filed as a collective action in August 2003 in the United States District Court for the District of Columbia, alleging that they willfully violated the Fair Labor Standards Act (“FLSA”) by failing to pay maintenance workers overtime for time worked in excess of 40 hours per week (“overtime claims”).  The plaintiffs also contended that AIMCO Properties, L.P. and NHP Management Company failed to compensate maintenance workers for time that they were required to be "on-call" (“on-call claims”).  In March 2007, the court in the District of Columbia decertified the collective action. In July 2007, plaintiffs’ counsel filed individual cases in Federal court in 22 jurisdictions.  In the second quarter of 2008, AIMCO Properties, L.P. settled the overtime cases involving 652 plaintiffs and established a framework for resolving the 88 remaining “on-call” claims and the attorneys’ fees claimed by plaintiffs’ counsel.  As a result, the lawsuits asserted in the 22 Federal courts have been dismissed.  During the fourth quarter of 2008, the Partnership paid approximately $1,000 for settlement amounts for alleged unpaid overtime to employees who had worked at the Partnership’s investment properties.  At this time, the 88 remaining “on-call” claims and the attorneys’ fees claimed by plaintiffs’ counsel are not resolved. The parties have selected six “on-call” claims that will proceed forward through the arbitration process and have selected arbitrators. The arbitrations have not yet been scheduled. The Managing General Partner is uncertain as to the amount of any additional loss that may be allocable to the Partnership. Therefore, the Partnership cannot estimate whether any additional loss will occur or a potential range of loss.

 

**ITEM 6.    EXHIBITS**

 

See Exhibit Index.

 

The agreements included as exhibits to this Form 10-Q contain representations and warranties by each of the parties to the applicable agreement. These representations and warranties have been made solely for the benefit of the other parties to the applicable agreement and:

 
- should not in all instances be treated as categorical statements of fact, but rather as a way of allocating the risk to one of the parties if those statements prove to be inaccurate; 

 
- have been qualified by disclosures that were made to the other party in connection with the negotiation of the applicable agreement, which disclosures are not necessarily reflected in the agreement; 

 
- may apply standards of materiality in a way that is different from what may be viewed as material to an investor; and 

 
- were made only as of the date of the applicable agreement or such other date or dates as may be specified in the agreement and are subject to more recent developments. 

 

Accordingly, these representations and warranties may not describe the actual state of affairs as of the date they were made or at any other time. The Partnership acknowledges that, notwithstanding the inclusion of the foregoing cautionary statements, it is responsible for considering whether additional specific disclosures of material information regarding material contractual provisions are required to make the statements in this Form 10-Q not misleading. Additional information about the Partnership may be found elsewhere in this Form 10-Q and the Partnership’s other public filings, which are available without charge through the SEC’s website at http://www.sec.gov.
****
**SIGNATURES**
** **

** **

** **

Pursuant to the requirements of Section 13 or 15(d) 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, LP

 

 

 

By:   FOX PARTNERS IV

 

      General Partner

 

 

 

By:   FOX CAPITAL MANAGEMENT CORPORATION

 

      Managing General Partner

 

 

Date: August 12, 2009

By:   /s/Steven D. Cordes

 

      Steven D. Cordes

 

      Senior Vice President

 

 

Date: August 12, 2009

By:   /s/Stephen B. Waters

 

      Stephen B. Waters

 

      Senior Director

 

 

 

 

 

**CENTURY PROPERTIES GROWTH FUND XXII, LP**
**EXHIBIT INDEX**

 

 

**Exhibit Number****    Description of Exhibit**

 

 

      2.1        NPI, Inc. Stock Purchase Agreement, dated as of August 17, 1995, incorporated by reference to the Partnership's Current Report on Form 8-K dated August 17, 1995. 

 

      2.2        Partnership Units Purchase Agreement dated as of August 17, 1995, incorporated by reference to Exhibit 2.1 to Form 8-K filed by Insignia Financial Group, Inc. ("Insignia") with the Securities and Exchange Commission on September 1, 1995.

 

      2.3        Management Purchase Agreement dated as of August 17, 1995, incorporated by reference to Exhibit 2.2 to Form 8-K filed by Insignia with the Securities and Exchange Commission on September 1, 1995.

 

      3.4        Agreement of Limited Partnership, incorporated by reference to Exhibit A to the Prospectus of the Partnership dated September 20, 1983, as amended on June 13, 1989, and as thereafter supplemented contained in the Partnership's Registration Statement on Form S-11 (Reg. No. 2-79007).

 

3.5        Amendment to amended and restated limited partnership agreement dated September 7, 2006. Filed with Form 10-QSB for the quarterly period ended September 30, 2006 and incorporated herein by reference.

 

3.6        Second Amendment to the Amended and Restated Limited Partnership Agreement dated September 18, 2008.  Filed with Form 10-Q for the quarterly period ended September 30, 2008 and incorporated herein by reference.

 

3.7        Certificate of Merger dated October 29, 2008.  Filed with Form 10-Q for the quarterly period ended September 30, 2008 and incorporated herein by reference.

 

10.29       Multifamily note between Wood Creek CPGF 22, L.P., a Delaware limited partnership and Capmark Finance Inc., a California Corporation, dated July 26, 2006 and incorporated by reference to the Registrant’s Current Report on Form 8-K dated July 26, 2006 and filed August 1, 2006.

 

10.30       Guaranty agreement dated July 26, 2006 between AIMCO Properties, L.P., a Delaware limited partnership and Capmark Finance, Inc., a California Corporation for the benefit of Capmark Finance, Inc. and incorporated by reference to the Registrant’s Current Report on Form 8-K dated July 26, 2006 and filed August 1, 2006.

 

10.38       Multifamily Note dated August 31, 2007 between Century Properties Growth Fund XXII, a California limited partnership, and Capmark Bank, a Utah industrial bank. (Incorporated by reference to the Registrant’s Current Report on Form 8-K dated August 31, 2007).

 

10.39       Amended and Restated Multifamily Note dated August 31, 2007 between Century Properties Growth Fund XXII, a California limited partnership, and Federal Home Loan Mortgage Corporation. (Incorporated by reference to the Registrant’s Current Report on Form 8-K dated August 31, 2007).

 

10.40       Multifamily Note between Wood Creek CPGF 22, L.P., a Delaware limited partnership, and Capmark Bank dated March 31, 2008 andincorporated by reference to the Registrant’s Current Report on Form 8-K dated March 31, 2008.
 

10.41       Multifamily Deed of Trust, Assignment of Rents, Security Agreement and Fixture Filing between Wood Creek CPGF 22, L.P., a Delaware limited partnership and Capmark Bank dated March 31, 2008and incorporated by reference to the Registrant’s Current Report on Form 8-K dated March 31, 2008.

 

10.42       Agreement for Purchase and Sale and Joint Escrow Instructions between Cooper’s Pointe CPGF 22, L.P., a Delaware limited partnership, Copper Mill CPGF 22, L.P., a Delaware limited partnership, and the affiliated Selling Partnerships and JRK Property Holdings, Inc., a California corporation and JRK Birchmont Advisors, LLC, a Delaware limited liability company, dated September 29, 2008 and incorporated by reference to the Registrant’s Current Report on Form 8-K dated September 29, 2008.

 

10.43       First Amendment to Agreement for Purchase and Sale and Joint Escrow Instructions between Cooper’s Pointe CPGF 22, L.P., a Delaware limited partnership, Copper Mill CPGF 22, L.P., a Delaware limited partnership, and the affiliated Selling Partnerships and JRK Property Holdings, Inc., a California corporation and JRK Birchmont Advisors, LLC, a Delaware limited liability company, dated September 30, 2008 and incorporated by reference to the Registrant’s Current Report on Form 8-K dated September 29, 2008.

 

10.44       Second Amendment to Agreement for Purchase and Sale and Joint Escrow Instructions between Cooper’s Pointe CPGF 22, L.P., a Delaware limited partnership, Copper Mill CPGF 22, L.P., a Delaware limited partnership, and the affiliated Selling Partnerships and JRK Property Holdings, Inc., a California corporation and JRK Birchmont Advisors, LLC, a Delaware limited liability company, dated October 2, 2008 and incorporated by reference to the Registrant’s Current Report on Form 8-K dated September 29, 2008.

 

10.45       Third Amendment to Agreement for Purchase and Sale and Joint Escrow Instructions between Cooper’s Pointe CPGF 22, L.P., a Delaware limited partnership, Copper Mill CPGF 22, L.P., a Delaware limited partnership, and the affiliated Selling Partnerships and JRK Property Holdings, Inc., a California corporation and JRK Birchmont Advisors, LLC, a Delaware limited liability company, dated October 21, 2008. Incorporated by reference to the Partnership's Current Report on Form 8-K dated October 24, 2008.

 

10.46       Fourth Amendment to Agreement for Purchase and Sale and Joint Escrow Instructions between Cooper’s Pointe CPGF 22, L.P., a Delaware limited partnership, Copper Mill CPGF 22, L.P., a Delaware limited partnership, and the affiliated Selling Partnerships and JRK Property Holdings, Inc., a California corporation and JRK Birchmont Advisors, LLC, a Delaware limited liability company, dated October 23, 2008. Incorporated by reference to the Partnership's Current Report on Form 8-K dated October 24, 2008.

 

     10.47       Purchase and Sale Contract between Century Properties Growth Fund XXII, LP, a Delaware limited partnership, and Autumn Run Apartments, LLC, an Illinois limited liability company, dated July 15, 2009. (Incorporated by reference to the Registrant's Current Report on Form 8-K dated July 15, 2009).

 

     31.1        Certification of equivalent of Chief Executive Officer pursuant to Securities Exchange Act Rules 13a-14(a)/15d-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 
     31.2        Certification of equivalent of Chief Financial Officer pursuant to Securities Exchange Act Rules 13a-14(a)/15d-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 

32.1        Certification of the equivalent of the Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.