-----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, BJlxb+YEADT3T3iQ2PXRrBIEHSsunfjxxXqdWvHEvio2zCnTuGNz81dB+/sQYByY ddMDkUbL59cnU/wiNr8BBQ== 0000780590-97-000004.txt : 19970808 0000780590-97-000004.hdr.sgml : 19970808 ACCESSION NUMBER: 0000780590-97-000004 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19970630 FILED AS OF DATE: 19970807 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: 97653296 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: ONE INSIGNIA FINANCIAL PLZA CITY: GREENVILLE STATE: SC ZIP: 29602 10-Q 1 FORM 10-Q--QUARTERLY REPORT UNDER SECTION 13 OR 15 (D) OF THE SECURITIES EXCHANGE ACT OF 1934 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, 1997 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)
June 30, December 31, 1997 1996 (Unaudited) (Note) Assets Cash and cash equivalents $ 1,957 $ 1,929 Receivables and other assets 411 488 Investments in unconsolidated joint ventures 8,021 7,844 Investment properties: Land 4,397 4,397 Buildings and related personal property 13,381 13,379 17,778 17,776 Accumulated depreciation (3,944) (3,704) 13,834 14,072 $ 24,223 $ 24,333 Liabilities and Partners' Capital Liabilities Accrued expenses and other liabilities $ 148 $ 140 Partners' Capital General partner -- -- Limited partners' (73,341 units issued and outstanding at June 30, 1997, and December 31, 1996) 24,075 24,193 Total partners' capital 24,075 24,193 $ 24,223 $ 24,333 Note: The balance sheet at December 31, 1996, 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 unit data)
Three Months Ended Six Months Ended June 30, June 30, 1997 1996 1997 1996 Revenues: Rental income $ 513 $ 493 $ 1,020 $ 1,072 Other income 27 25 53 53 Equity in income of unconsolidated joint ventures 90 92 177 156 Total revenues 630 610 1,250 1,281 Expenses: Operating 153 138 302 247 General and administrative 152 155 271 319 Depreciation 120 120 240 238 Total expenses 425 413 813 804 Net income $ 205 $ 197 $ 437 $ 477 Net income allocated to general partner $ 2 $ 3 $ 5 $ 6 Net income allocated to limited partners 203 194 432 471 $ 205 $ 197 $ 437 $ 477 Net income per limited partnership unit $ 2.76 $ 2.64 $ 5.89 $ 6.42 Cash distributions per limited partnership unit $ 3.75 $ 3.75 $ 7.50 $ 7.50 See Accompanying Notes to Financial Statements
c) CENTURY PENSION INCOME FUND XXIV STATEMENT OF CHANGES IN PARTNERS' CAPITAL (Unaudited) (in thousands, except unit data)
Limited Partnership General Limited Units Partner Partners' Total Original capital contributions 73,341 $ -- $ 36,671 $36,671 Partners' capital at December 31, 1995 73,341 $ -- $ 24,318 $24,318 Distributions to partners -- (6) (550) (556) Net income for the six months ended June 30, 1996 -- 6 471 477 Partners' capital at June 30, 1996 73,341 $ -- $ 24,239 $24,239 Partners' capital at December 31, 1996 73,341 $ -- $ 24,193 $24,193 Distributions to partners -- (5) (550) (555) Net income for the six months ended June 30, 1997 -- 5 432 437 Partners' capital at June 30, 1997 73,341 $ -- $(24,075) $24,075 See Accompanying Notes to Financial Statements
d) CENTURY PENSION INCOME FUND XXIV STATEMENTS OF CASH FLOWS (Unaudited) (in thousands)
Six Months Ended June 30, 1997 1996 Cash flows from operating activities: Net income $ 437 $ 477 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation 240 238 Amortization of lease commissions 21 21 Equity in income of unconsolidated joint ventures' operations (177) (156) Change in accounts: Receivables and other assets 56 (216) Accrued expenses and other liabilities 8 33 Net cash provided by operating activities 585 397 Cash flows from investing activities: Property improvements and replacements (2) (34) Contributions to unconsolidated joint venture -- (38) Net cash used in investing activities (2) (72) Cash flows from financing activities: Distributions to partners (555) (556) Net cash used in financing activities (555) (556) Increase (decrease) in cash and cash equivalents 28 (231) Cash and cash equivalents at beginning of period 1,929 2,190 Cash and cash equivalents at end of period $ 1,957 $ 1,959 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 (the "Managing General Partner" or "FCMC"), 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, 1997, are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 1997. 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, 1996. Certain reclassifications have been made to the 1996 information to conform to the 1997 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. The General Partner of the Partnership is Fox Partners VI, a California general partnership, whose general partners 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 all of the issued and outstanding shares of stock of FCMC, NPI Equity Investments II, Inc. ("NPI Equity"), the managing general partner of FRI, and National Property Investors, Inc. ("NPI"). In connection with these transactions, affiliates of Insignia appointed new officers and directors of NPI Equity and FCMC. The following transactions with affiliates of the Managing General Partner were charged to expense in 1997 and 1996 (in thousands): For the Six Months Ended June 30, 1997 1996 Partnership management fee (included in general and administrative expenses) $ 62 $ 62 Reimbursement for services of affiliates (included in general and administrative expenses) 47 101 Since January 19, 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. The general partner received cash distributions of approximately $5,000 and $6,000 during the six months ended June 30, 1997 and 1996, respectively. 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 23, 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"), an affiliate of the Managing General Partner. 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. Summary financial information for Coral Palm Plaza Joint Venture is as follows (in thousands): June 30, December 31 1997 1996 Total assets $ 7,164 $ 7,301 Total liabilities (311) (468) Total ventures' equity $ 6,853 $ 6,833 For the Three Months Ended For the Six Months Ended June 30, June 30, 1997 1996 1997 1996 Total revenues $ 222 $ 255 $ 440 $ 534 Total expenses (179) (171) (420) (504) Net income $ 43 $ 84 $ 20 $ 30 The Partnership did not receive a distribution from the Joint Venture during the six month periods ended June 30, 1997 or 1996. The Partnership paid contributions of approximately $38,000 to the Joint Venture during the six months ended June 30, 1996. 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. Summary financial information for Minneapolis Business Park Joint Venture is as follows (in thousands): June 30, December 31, 1997 1996 Total assets $17,938 $17,412 Total liabilities (169) (176) Total ventures' equity $17,769 $17,236 For the Three Months Ended For the Six Months Ended June 30, June 30, 1997 1996 1997 1996 Total revenues $ 791 $ 751 $ 1,613 $ 1,517 Total expenses (552) (551) (1,080) (1,060) Net income $ 239 $ 200 $ 533 $ 457 The Partnership did not receive a distribution from the Joint Venture during the six month periods ended June 30, 1997 or 1996. 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 six months ended June 30, 1997 and 1996: Average Occupancy Property 1997 1996 Butler Square Center Mauldin, South Carolina 100% 98% Kenilworth Commons Shopping Center Charlotte, North Carolina 100% 100% Plantation Pointe Shopping Center Smyrna, Georgia 98% 98% The Partnership's net income for the six months ended June 30, 1997, was approximately $437,000 versus approximately $477,000 for the same period of 1996. The net income for the three months ended June 30, 1997, was approximately $205,000 compared to net income of approximately $197,000 for the three months ended June 30, 1996. The decrease in net income for the six months ended June 30, 1997 as compared to the six months ended June 30, 1996 is primarily attributable to the increase in operating expenses. The increase in operating expense is due to landscaping at Plantation Pointe, parking lot repairs at Butler Square and exterior painting at Kenilworth Commons Shopping Center. Additionally, operating expenses increased due to an increase in real estate taxes at Butler Square which were due to a reassessment of the property in 1996. Included in operating expense is approximately $35,000 of major repairs and maintenance comprised primarily of major landscaping, parking lot repairs and exterior painting for the six months ended June 30, 1997. Included in operating expense for the six months ended June 30, 1996, is approximately $9,000 comprised primarily of major landscaping. Partially offsetting the increase in operating expense was an increase in income from unconsolidated joint ventures and a decrease in general and administrative expenses. The increase in income from unconsolidated joint ventures is primarily attributable to an increase in the income at the Minneapolis Business Park Joint Venture. The increase in income at the Minneapolis Business Park Joint Venture is primarily the result of increased rental rates and interest income. The decrease in general and administrative expenses is attributable to a decrease in reimbursements for services of affiliates. The decrease in these reimbursements is directly attributable to the combined transition efforts of the Greenville, South Carolina and Atlanta, Georgia administrative offices during the 1995 year end close, preparation of the 1995 10-K and the tax return (including the limited partner K-1's) and transition of asset management responsibilities to the new administration during the six months ended June 30, 1996. The increase in net income for the three months ended June 30, 1997 is primarily attributable to the increase in rental income which is a result of increased occupancy at Butler Square Shopping Center. Partially offsetting the increase in rental income was an increase in operating expenses for reasons discussed above. 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 expense. 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 June 30, 1997, the Partnership had unrestricted cash of approximately $1,957,000 as compared to approximately $1,959,000 at June 30, 1996. Net cash provided by operating activities increased primarily due to the decrease in receivables and other assets. The decrease in receivables and other assets is primarily attributable to the decrease in common area maintenance receivables due to the timing of receipts. Net cash used in investing activities decreased due to a contribution by the Partnership to the Coral Palm Plaza Joint Venture in 1996. The contribution was necessary to help fund tenant improvements at Coral Palm. Also contributing to the decrease in cash used in investing activities is a decrease in purchases of property improvements and replacements. Net cash used in financing activities remained constant for the six month periods ending June 30, 1997 and 1996. The Partnership has no material capital programs scheduled to be performed in 1997, although certain routine capital expenditures and maintenance expenses have been budgeted. These capital expenditures and maintenance expenses will be incurred only if cash is available from operations or is received from the capital reserve account. 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 approximately $555,000 and $556,000 to the partners (including approximately $5,000 and $6,000 to the general partner) during the six months ended June 30, 1997 and 1996. 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 1997. 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) Exhibits: Exhibit 27, Financial Data Schedule, is filed as an exhibit to this report. b) Reports on Form 8-K: None filed during the quarter ended June 30, 1997. 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: August 7, 1997 EX-27 2
5 This schedule contains summary financial information extracted from Century Pension Income Fund XXIV 1997 Second Quarter 10-Q and is qualified in its entirety by reference to such 10-Q filing. 0000780590 CENTURY PENSION INCOME FUND XXIV 1,000 6-MOS DEC-31-1997 JUN-30-1997 1,957 0 411 0 0 0 17,778 (3,944) 24,223 0 0 0 0 0 24,075 24,223 0 1,250 0 0 813 0 0 0 0 0 0 0 0 437 5.89 0 Registrant has an unclassified balance sheet. Multiplier is 1.
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