-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, IU5O/lui6OzNmGvLwLtQFosXSKjlajmqYw19ibgjdwdkzysVBYiY2NCIZm6FJ2Mi w4TjJFqJzY/uBnorsso6nA== 0000702986-96-000004.txt : 19961113 0000702986-96-000004.hdr.sgml : 19961113 ACCESSION NUMBER: 0000702986-96-000004 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19960930 FILED AS OF DATE: 19961112 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: CENTURY PENSION INCOME FUND XXIV CENTRAL INDEX KEY: 0000780590 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE [6500] IRS NUMBER: 942984976 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-15710 FILM NUMBER: 96660085 BUSINESS ADDRESS: STREET 1: ONE INSIGNIA FINANCIAL PLZ STREET 2: PO BOX 1089 C/O INSIGNIA FINANCIAL GROUP CITY: GREENVILLE STATE: SC ZIP: 29602 BUSINESS PHONE: 8032391000 MAIL ADDRESS: STREET 1: POST & HEYMANN STREET 2: 5665 NORTHSIDE DR NW CITY: ATLANTA STATE: GA ZIP: 30328 10-Q 1 FORM 10-Q--QUARTERLY REPORT UNDER SECTION 13 OR 15 (D) OF THE SECURITIES EXCHANGE ACT OF 1934 (As last amended in Rel. No. 312905, eff. 4/26/93.) 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 September 30, 1996 or [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from.........to......... (Amended by Exchange Act Rel. No. 312905, eff. 4/26/93.) Commission file number 0-15710 CENTURY PENSION INCOME FUND XXIV (Exact name of registrant as specified in its charter) California 94-2984976 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) One Insignia Financial Plaza Greenville, South Carolina 29602 (Address of principal executive offices) (Zip Code) (864) 239-1000 (Registrant's telephone number) 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. Yes X . No . PART I - FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS a) CENTURY PENSION INCOME FUND XXIV BALANCE SHEETS (in thousands, except unit data) September 30, December 31, 1996 1995 (Unaudited) (Note) Assets Cash and cash equivalents $ 1,875 $ 2,190 Receivables and other assets 483 340 Investments in unconsolidated joint ventures 7,703 7,383 Investment properties: Land 4,410 4,410 Buildings & related personal property 13,376 13,327 17,786 17,737 Less accumulated depreciation (3,584) (3,226) 14,202 14,511 $ 24,263 $ 24,424 Liabilities and Partners' Capital Liabilities Accrued expenses and other liabilities $ 157 $ 106 Partners' Capital General partner's -- -- Limited partners' (73,341 units issued and outstanding at September 30, 1996 and December 31, 1995) 24,106 24,318 Total partners' capital 24,106 24,318 $ 24,263 $ 24,424 Note: The balance sheet at December 31, 1995, has been derived from the audited financial statements at that date but does not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. See Accompanying Notes to Financial Statements b) CENTURY PENSION INCOME FUND XXIV STATEMENTS OF OPERATIONS (Unaudited) (in thousands, except per unit data)
Three Months Ended Nine Months Ended September 30, September 30, 1996 1995 1996 1995 Revenues: Rental income $ 509 $ 461 $ 1,581 $ 1,430 Other income 29 20 82 69 Equity in income of unconsolidated joint ventures 126 148 282 481 Total revenues 664 629 1,945 1,980 Expenses: Operating 245 113 492 354 General and administrative 155 126 474 382 Depreciation 120 110 358 329 Total expenses 520 349 1,324 1,065 Net income $ 144 $ 280 $ 621 $ 915 Net income allocated to general partner $ 2 $ 3 $ 8 $ 9 Net income allocated to limited partners 142 277 613 906 $ 144 $ 280 $ 621 $ 915 Net income per limited partnership unit $ 1.93 $ 3.78 $ 8.35 $ 12.36 Cash distributions per limited partnership unit $ 3.75 $ 3.75 $ 11.25 $ 11.25 See Accompanying Notes to Financial Statements
c) CENTURY PENSION INCOME FUND XXIV STATEMENT OF PARTNERS' CAPITAL (Unaudited) (in thousands, except unit data)
Limited Partnership General Limited Units Partner's Partners' Total Original capital contributions 73,341 $ -- $ 36,671 $ 36,671 Partners' capital at December 31, 1995 73,341 $ -- $ 24,318 $ 24,318 Net income for the nine months ended September 30, 1996 -- 8 613 621 Distributions to partners -- (8) (825) (833) Partners' capital at September 30, 1996 73,341 $ -- $ 24,106 $ 24,106 See Accompanying Notes to Financial Statements
d) CENTURY PENSION INCOME FUND XXIV STATEMENTS OF CASH FLOWS (Unaudited) (in thousands)
Nine Months Ended September 30, 1996 1995 Cash flows from operating activities: Net income $ 621 $ 915 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation 358 329 Amortization of lease commissions 33 28 Equity in income of unconsolidated joint ventures' operations (282) (481) Change in accounts: Receivables and other assets (176) (99) Accrued expenses and other liabilities 51 11 Net cash provided by operating activities 605 703 Cash flows from investing activities: Property improvements and replacements (49) (410) (Contributions to) distributions received from unconsolidated joint ventures (38) 574 Net cash (used in) provided by investing activities (87) 164 Cash flows from financing activities: Distributions to partners (833) (833) Net cash used in financing activities (833) (833) (Decrease) increase in cash and cash equivalents (315) 34 Cash and cash equivalents at beginning of period 2,190 2,038 Cash and cash equivalents at end of period $ 1,875 $ 2,072 See Accompanying Notes to Financial Statements
e) CENTURY PENSION INCOME FUND XXIV NOTES TO FINANCIAL STATEMENTS (Unaudited) NOTE A - BASIS OF PRESENTATION The accompanying unaudited financial statements of Century Pension Income Fund XXIV (the "Partnership") have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 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. In the opinion of Fox Capital Management Corporation, a California corporation ("FCMC" or the "Managing General Partner"), all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three and nine month periods ended September 30, 1996, are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 1996. For further information, refer to the financial statements and footnotes thereto included in the Partnership's annual report on Form 10-K for the year ended December 31, 1995. Certain reclassifications have been made to the 1995 information to conform to the 1996 presentation. NOTE B - TRANSACTIONS WITH AFFILIATED PARTIES The Partnership has no employees and is dependent on the Managing General Partner and its affiliates for the management and administration of all partnership activities. The Partnership Agreement provides for payments to affiliates for services and as reimbursement of certain expenses incurred by affiliates on behalf of the Partnership. Fox Partners VI, a California general partnership, is the general partner. The general partners of Fox Partners VI are FCMC, and Fox Realty Investors ("FRI"), a California general partnership. Pursuant to a series of transactions which closed during the first half of 1996, affiliates of Insignia Financial Group, Inc. ("Insignia") acquired (i) control of NPI Equity Investments II, Inc. ("NPI Equity"), the managing general partner of FRI, and (ii) all of the issued and outstanding shares of stock of FCMC. NPI Equity is a wholly-owned subsidiary of National Property Investors, Inc. ("NPI"). In connection with these transactions, affiliates of Insignia appointed new officers and directors of NPI Equity and FCMC. NOTE B - TRANSACTIONS WITH AFFILIATED PARTIES - continued The following transactions with affiliates of Insignia, NPI, and affiliates of NPI were charged to expense in 1996 and 1995:
For the Nine Months Ended September 30, 1996 1995 Partnership management fee (included in general and administrative expenses) (i) $ 93,000 $ 93,000 Reimbursement for services of affiliates (included in general and administrative expenses) 128,000 72,000
(i) The Partnership Agreement provides for the payment of a partnership management fee to the general partner equal to ten percent of cash available for distribution. This management fee is intended to defray some of the expenses related to services provided by the general partner, or an affiliate, but not reimbursed by the Partnership. For the period from January 19, 1996, to September 30, 1996, the Partnership insured its properties under a master policy through an agency and insurer unaffiliated with the Managing General Partner. An affiliate of the Managing General Partner acquired, in the acquisition of a business, certain financial obligations from an insurance agency which was later acquired by the agent who placed the current year's master policy. The current agent assumed the financial obligations to the affiliate of the Managing General Partner who received payments on these obligations from the agent. The amount of the Partnership's insurance premiums accruing to the benefit of the affiliate of the Managing General Partner by virtue of the agent's obligations is not significant. For the period ended September 30, 1995, an affiliate of NPI was paid a fee of $16,000 ($5,000 of which was allocated to the Partnership) relating to the successful real estate tax appeal on the Partnership's Coral Palm Plaza and Minneapolis Business Park joint venture properties. The allocable portion of this fee is included in operating expenses. The general partner received cash distributions of $8,000 during the nine months ended September 30, 1996 and 1995. NOTE C - INVESTMENTS IN UNCONSOLIDATED JOINT VENTURES The Partnership has investments in two unconsolidated joint ventures as follows: Coral Palm Plaza Joint Venture On January 21, 1987, the Partnership acquired a 33.33% ownership interest in Coral Palm Plaza Joint Venture ("Coral Palm"), a joint venture with Century Pension Income Fund XXIII, a California Limited Partnership ("CPIF XXIII") and an affiliate of FCMC and FRI. Also, on January 23, 1987, Coral Palm Plaza Joint Venture acquired the Coral Palm Plaza, a shopping center located in Coral Springs, Florida. The Partnership's interest in the Coral Palm Plaza Joint Venture is reported using the equity method of accounting. Minneapolis Business Parks Joint Venture On April 30, 1987, the Partnership acquired a 32% ownership interest in Minneapolis Business Parks Joint Venture, a joint venture with CPIF XXIII. On May 5, 1987, Minneapolis Business Parks Joint Venture acquired Alpha Business Center located in Bloomington, Minnesota; Plymouth Service Center located in Plymouth, Minnesota; and Westpoint Business Center located in Plymouth, Minnesota. The Partnership's interest in the Minneapolis Business Parks Joint Venture is reported using the equity method of accounting. The following are the balance sheets as of September 30, 1996, and December 31, 1995, and condensed statements of operations for the three and nine months ended September 30, 1996 and 1995, of Coral Palm Plaza Joint Venture. NOTE C - INVESTMENTS IN UNCONSOLIDATED JOINT VENTURES - (CONTINUED) CORAL PALM PLAZA JOINT VENTURE BALANCE SHEETS (in thousands) September 30, December 31, 1996 1995 (Unaudited) (Note) Assets Cash and cash equivalents $ 452 $ 263 Receivables and other assets, net of allowance of $118 and $0, respectively 337 424 Investment properties: Land 2,393 2,393 Building & related personal property 7,090 6,656 9,483 9,049 Less accumulated depreciation (3,174) (3,046) 6,309 6,003 $ 7,098 $ 6,690 Liabilities and Partners' Capital Liabilities Accrued expenses and other liabilities $ 417 $ 345 Partners' Capital: Century Pension Income Fund XXIII 4,455 4,231 Century Pension Income Fund XXIV 2,226 2,114 Total partners' capital 6,681 6,345 $ 7,098 $ 6,690 Note: The balance sheet at December 31, 1995, has been derived from the audited financial statements at that date but does not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. NOTE C - INVESTMENTS IN UNCONSOLIDATED JOINT VENTURES - (CONTINUED) CORAL PALM PLAZA JOINT VENTURE CONDENSED STATEMENTS OF OPERATIONS (Unaudited) (in thousands)
Three Months Ended Nine Months Ended September 30, September 30, 1996 1995 1996 1995 Revenues $ 340 $ 419 $ 874 $ 1,365 Expenses: Bad debt expense 2 -- 118 -- Other expenses 143 210 531 568 Total expenses 145 210 649 $ 568 Net income $ 195 $ 209 $ 225 $ 797 Allocation of net income: Century Pension Income Fund XXIII $ 131 $ 139 $ 151 $ 531 Century Pension Income Fund XXIV 64 70 74 266 $ 195 $ 209 $ 225 $ 797
NOTE C - INVESTMENTS IN UNCONSOLIDATED JOINT VENTURES - (CONTINUED) The following are the balance sheets as of September 30, 1996, and December 31, 1995, and condensed statements of operations for the three and nine months ended September 30, 1996 and 1995, of Minneapolis Business Parks Joint Venture. MINNEAPOLIS BUSINESS PARKS JOINT VENTURE BALANCE SHEETS (in thousands) September 30, December 31, 1996 1995 (Unaudited) (Note) Assets Cash and cash equivalents $ 1,322 $ 159 Receivables and other assets 546 436 Investment properties: Land 4,523 4,523 Buildings & related personal property 15,966 15,944 20,489 20,467 Less accumulated depreciation (5,045) (4,603) 15,444 15,864 $ 17,312 $ 16,459 Liabilities and Partners' Capital Liabilities Accrued expenses and other liabilities $ 359 $ 157 Partners' Capital: Century Pension Income Fund XXIII 11,476 11,033 Century Pension Income Fund XXIV 5,477 5,269 Total partners' capital 16,953 16,302 $ 17,312 $ 16,459 Note: The balance sheet at December 31, 1995, has been derived from the audited financial statements at that date but does not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. NOTE C - INVESTMENTS IN UNCONSOLIDATED JOINT VENTURES - CONTINUED MINNEAPOLIS BUSINESS PARKS JOINT VENTURE CONDENSED STATEMENTS OF OPERATIONS (Unaudited) (in thousands)
Three Months Ended Nine Months Ended September 30, September 30, 1996 1995 1996 1995 Rental and other revenues $ 752 $ 743 $ 2,269 $ 2,178 Expenses 557 498 1,617 1,505 Net income $ 195 $ 245 $ 652 $ 673 Allocation of net income: Century Pension Income Fund XXIII $ 133 $ 167 $ 444 $ 458 Century Pension Income Fund XXIV 62 78 208 215 $ 195 $ 245 $ 652 $ 673
NOTE D - DISTRIBUTIONS TO PARTNERS The Partnership distributed $833,000 in cash during each of the nine month periods ended September 30, 1996 and 1995 ($825,000 to limited partners and $8,000 to the general partner). NOTE E - EQUITY IN UNCONSOLIDATED JOINT VENTURES' OPERATIONS At the Partnership's unconsolidated joint venture property, Coral Palm Plaza, management accepted a lease buy-out of $800,000 in December 1994, from a significant tenant which occupied 27,000 square feet (payment for the buyout was received in 1995). During June 1995, management re-leased 20,000 square feet of the unoccupied space, on similar terms, and recognized a portion of the lease buy-out in the amount of $517,000 ($172,000 allocated to the Partnership). During September 1995, management re-leased the remaining 7,000 square feet of the unoccupied space, on similar terms, and recognized the remaining portion of the lease buy-out in the amount of $266,000 ($89,000 allocated to the Partnership). ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION The Partnership's investment properties consist of three wholly-owned shopping centers, as well as three business parks and one shopping center owned by two unconsolidated joint ventures between the Partnership and an affiliated partnership. The following table sets forth the average occupancy of the properties for the nine months ended September 30, 1996 and 1995: Average Occupancy Property 1996 1995 Butler Square Center Mauldin, South Carolina 98% 94% Kenilworth Commons Shopping Center Charlotte, North Carolina 100% 100% Plantation Pointe Shopping Center Smyrna, Georgia 98% 98% Coral Palm Plaza (1) Coral Springs, Florida 73% 73% Alpha Business Center (2) Bloomington, Minnesota 93% 92% Plymouth Service Center (2) Plymouth, Minnesota 99% 95% Westpoint Business Center (2) Plymouth, Minnesota 97% 92% (1)Property is owned by Coral Palm Plaza Joint Venture, which is a joint venture between the Partnership, which has a 33 1/3% interest, and an affiliated partnership. (2)Property is owned by Minneapolis Business Parks Joint Venture, which is a joint venture between the Partnership, which has a 32% interest, and an affiliated partnership. The Managing General Partner attributes the increased occupancy at Butler Square Shopping Center primarily to the growing local economy which has been strongly influenced by the introduction of two major employers into the market. Occupancy at Plymouth Service Center increased due to a new tenant leasing approximately 5,000 square feet in December, 1995. Finally, Westpoint Business Center's occupancy increased due to a strong local market and the successful execution of new leases since September 30, 1995. The Partnership's net income for the nine months ended September 30, 1996, was approximately $621,000 versus $915,000 for the same period of 1995. The net income for the three months ended September 30, 1996, was approximately $144,000 compared to net income of approximately $280,000 for the three months ended September 30, 1995. The decrease in net income for the three and nine month periods ended September 30, 1996, versus the corresponding periods in 1995 is primarily attributable to a decrease in equity in joint venture operations, and an increase in operating expenses, and general and administrative expenses. The decrease in equity in joint venture operations is the result of the recognition of income in June of 1995 relating to a lease buy-out at the Partnership's unconsolidated joint venture property, Coral Palm Plaza. The Managing General Partner accepted a lease buy-out of $800,000 in December 1994, from a significant tenant which occupied 27,000 square feet. During June 1995, the Managing General Partner re-leased 20,000 square feet of the unoccupied space, on similar terms, and recognized a portion of the lease buy-out in the amount of $517,000 ($172,000 allocated to the Partnership). As a result, other income at Coral Palm Plaza decreased from the prior year, causing the decrease in equity in joint venture operations. The increase in operating expenses is attributable to the Partnership paying worker's compensation premiums related to 1992 and 1993 claims in September 1996; the premiums had previously been disputed. Operating expense also increased due to parking lot repairs and increased management fees at Butler Square. The increase in general and administrative expenses is due to an increase in expense reimbursements. As noted in "Item 1, Note B - Transactions with Affiliated Parties", the Partnership reimburses the Managing General Partner and its affiliates for its costs involved in the management and administrations of all partnership activities. While overall expense reimbursements have increased during the three and nine month periods ended September 30, 1996, the recurring expenses subsequent to the transition efforts to the new administration are expected to more closely approximate historical levels. The increase in expense reimbursements during the three and nine month periods ended September 30, 1996, is directly attributable to the combined transition efforts of the Greenville, South Carolina, and Atlanta, Georgia, administrative offices during the year-end close, preparation of the 1995 10-K and tax return (including the limited partner K-1's), filing of the first two quarterly reports and transition of asset management responsibilities to the new administration. These increases in expense were partially offset by increased rental revenue at Butler Square due to increased occupancy. As part of the ongoing business plan of the Partnership, the Managing General Partner monitors the rental market environment of its investment properties to assess the feasibility of increasing rents, maintaining or increasing occupancy levels and protecting the Partnership from increases in expenses. As part of this plan, the Managing General Partner attempts to protect the Partnership from the burden of inflation-related increases in expenses by increasing rents and maintaining a high overall occupancy level. However, due to changing market conditions, which can result in the use of rental concessions and rental reductions to offset softening market conditions, there is no guarantee that the Managing General Partner will be able to sustain such a plan. At September 30, 1996, the Partnership had unrestricted cash of approximately $1,875,000 as compared to $2,072,000 at September 30, 1995. Net cash provided by operating activities decreased primarily due to the decrease in net income as discussed above. The increase in receivables and other assets is primarily attributable to the increase in tenant receivables due to the timing of common area maintenance, insurance and real estate tax billings. Net cash used in investing activities increased primarily due to a distribution from unconsolidated joint ventures in 1995, as opposed to a Partnership contribution to Coral Palm in 1996. Partially offsetting this increase in cash used in investing activities was a decrease in property improvements and replacements due to 1995 tenant improvements at the Partnership's Butler Square Center. Net cash used in financing activities remained constant, representing distributions to the partners for both nine month periods ending September 30, 1996 and 1995. The sufficiency of existing liquid assets to meet future liquidity and capital expenditure requirements is directly related to the level of capital expenditures required at the property to adequately maintain the physical assets and other operating needs of the Partnership. Such assets are currently thought to be sufficient for any near-term needs of the Partnership. The Partnership distributed a total of $833,000 to the partners during each of the nine month periods ended September 30, 1996 and 1995. These distributions included $8,000 to the general partner, and $825,000 ($11.25 per unit) to the limited partners. Future cash distributions will depend on the levels of cash generated from operations, property sales, and the availability of cash reserves, however, quarterly distributions are expected to continue throughout 1996. The level of such distributions will be contingent upon successful future operations. PART II - OTHER INFORMATION ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K a) Exhibit 27, Financial Data Schedule, is filed as an exhibit to this report. b) Reports on Form 8-K: None filed during the quarter ended September 30, 1996. SIGNATURES 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 PENSION INCOME FUND XXIV By: FOX PARTNERS VI, Its General Partner By: FOX CAPITAL MANAGEMENT CORPORATION, Its Managing General Partner By: /s/William H. Jarrard, Jr. William H. Jarrard, Jr. President and Director By: /s/Ronald Uretta Ronald Uretta Principal Financial Officer and Principal Accounting Officer Date: November 12, 1996 EX-27 2
5 This schedule contains summary financial information extracted from Century Pension Income Fund XXIV 1996 Third Quarter 10-Q and is qualified in its entirety by reference to such 10-Q filing. 0000780590 CENTURY PENSION INCOME FUND XXIV 1,000 9-MOS DEC-31-1996 SEP-30-1996 1,875 0 0 0 0 0 17,786 (3,584) 24,263 0 0 0 0 0 24,106 24,263 0 1,945 0 1,324 0 0 0 0 0 0 0 0 0 621 8.35 0 Registrant has an unclassified balance sheet. Multiplier is 1.
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