-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, dhoDFTNG8rjYbACndyPAqo8PzxIyJd3CAB/ape+bww5LgXfW09gEd1rgfdqHUYh3 oFFu4wK+QgvI1gzRZNnMtQ== 0000889812-95-000215.txt : 19950516 0000889812-95-000215.hdr.sgml : 19950516 ACCESSION NUMBER: 0000889812-95-000215 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19950331 FILED AS OF DATE: 19950515 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: 95539168 BUSINESS ADDRESS: STREET 1: 5665 NORTHSIDE DR CITY: ATLANTA STATE: GA ZIP: 30328 BUSINESS PHONE: 4049169090 MAIL ADDRESS: STREET 1: POST & HEYMANN STREET 2: 5665 NORTHSIDE DR NW CITY: ATLANTA STATE: GA ZIP: 30328 10-Q 1 QUARTERLY REPORT SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 1995 OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to ------------- -------------- Commission file number 0-15710 Century Pension Income Fund XXIV, A California Limited Partnership (Exact name of Registrant as specified in its charter) California 94-2984976 (State or other jurisdiction (I.R.S. Employer Identification No.) of incorporation or organization) 5665 Northside Drive N.W., Ste. 370, Atlanta, Georgia 30328 (Address of principal executive office) (Zip Code) Registrant's telephone number, including area code (404) 916-9090 N/A Former name, former address and fiscal year, if changed since last report. Indicate by check mark whether Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No ----- APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS: Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 12, 13, or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes No ----- ----- APPLICABLE ONLY TO CORPORATE ISSUERS: Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date . ------------------ 1 of 14 CENTURY PENSION INCOME FUND XXIV - FORM 10-Q - MARCH 31, 1995 A California Limited Partnership PART I - FINANCIAL INFORMATION Item 1. Financial Statements. Balance Sheets March 31, December 31, 1995 1994 (Unaudited) (Audited) Assets Cash and cash equivalents $ 1,802,000 $ 2,038,000 Receivables and other assets 257,000 185,000 Investments in unconsolidated joint ventures 7,777,000 7,681,000 Real Estate: Real estate 17,419,000 17,324,000 Accumulated depreciation (2,874,000) (2,764,000) -------------- -------------- Real estate, net 14,545,000 14,560,000 Deferred leasing commissions, net 113,000 102,000 -------------- -------------- Total assets $ 24,494,000 $ 24,566,000 ============== ============== Liabilities and Partners' Equity Accrued expenses and other liabilities $ 98,000 $ 154,000 -------------- -------------- Total liabilities 98,000 154,000 -------------- -------------- Commitments and Contingencies Partners' equity: General partner - (20,000) Limited partners (73,341 units outstanding at March 31, 1995 and December 31, 1994) 24,396,000 24,432,000 -------------- -------------- Total partners' equity 24,396,000 24,412,000 -------------- -------------- Total liabilities and partners' equity $ 24,494,000 $ 24,566,000 ============== ============== See notes to financial statements. 2 of 14 CENTURY PENSION INCOME FUND XXIV - FORM 10-Q - MARCH 31, 1995 A California Limited Partnership Statements of Operations (Unaudited) For the Three Months Ended March 31, 1995 March 31, 1994 Revenues: Rental $ 490,000 $ 404,000 Interest income 18,000 33,000 Equity in unconsolidated joint ventures' operation 96,000 70,000 ----------- ----------- Total revenues 604,000 507,000 ----------- ----------- Expenses: Operating 109,000 94,000 Depreciation 110,000 110,000 General and administrative 123,000 115,000 ----------- ----------- Total expenses 342,000 319,000 ----------- ----------- Net income $ 262,000 $ 188,000 =========== =========== Net income per limited partnership assignee unit $ 3 $ 3 =========== =========== Cash distributions per limited partnership assignee unit $ 4 $ 4 =========== =========== See notes to financial statements. 3 of 14 CENTURY PENSION INCOME FUND XXIV - FORM 10-Q - MARCH 31, 1995 A California Limited Partnership Statements of Cash Flows (Unaudited) For the Three Months Ended March 31, 1995 March 31, 1994 Operating Activities: Net income $ 262,000 $ 188,000 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 119,000 113,000 Equity in unconsolidated joint ventures' operations (96,000) (70,000) Leasing commissions paid (20,000) (20,000) Changes in operating assets and liabilities: Receivables and other assets (72,000) (15,000) Accrued expenses and other liabilities (56,000) (53,000) -------------- -------------- Net cash provided by operating activities 137,000 143,000 -------------- -------------- Investing Activities: Additions to real estate (95,000) (16,000) Proceeds from cash investments - 1,283,000 -------------- -------------- Net cash (used in) provided by investing activities (95,000) 1,267,000 -------------- -------------- Financing Activities: Cash distribution to partners (278,000) (278,000) -------------- -------------- Cash (used in) financing activities (278,000) (278,000) -------------- -------------- (Decrease) Increase in Cash and Cash Equivalents (236,000) 1,132,000 Cash and Cash Equivalents at Beginning of Period 2,038,000 1,036,000 -------------- -------------- Cash and Cash Equivalents at End of Period $ 1,802,000 $ 2,168,000 ============== ============== See notes to financial statements. 4 of 14 CENTURY PENSION INCOME FUND XXIV - FORM 10-Q - MARCH 31, 1995 A California Limited Partnership NOTES TO FINANCIAL STATEMENTS 1. General The accompanying financial statements, footnotes and discussions should be read in conjunction with the financial statements, related footnotes and discussions contained in the Partnership's Annual Report for the year ended December 31, 1994. Certain accounts have been reclassified in order to conform to the current period. The financial information contained herein is unaudited. In the opinion of management, however, all adjustments necessary for a fair presentation of such financial information have been included. All adjustments are of a normal recurring nature. At March 31, 1995, the Partnership had approximately $1,419,000 invested in overnight repurchase agreements earning approximately 6% per annum. The results of operations for the three months ended March 31, 1995 and 1994 are not necessarily indicative of the results to be expected for the full year. 2. Transactions with Related Parties (a) An affiliate of NPI, Inc. received reimbursements of administrative expenses amounting to $26,000 and $16,000 during the three months ended March 31, 1995 and 1994, respectively. These reimbursements are included in general and administrative expenses. (b) An affiliate of NPI, Inc. was paid a $16,000 fee ($5,000 allocated to the Partnership) relating to a successful real estate tax appeal on the Partnership's Coral Palm Plaza and Minneapolis Business Park joint venture properties during the three months ended March 31, 1995. These fees are included in operating expenses. (c) The general partner is entitled to receive a partnership management fee in the amount equal to 10 percent of cash available for distribution. For the three months ended March 31, 1995 and 1994, the general partner received $31,000. These fees are included in general and administrative expenses. (d) In accordance with the partnership agreement, the general partner was allocated its one percent continuing interest in the Partnership's cash distributions (see Note 3). Net income has been allocated to the general partner in an amount equal to the amount of cash distributions received by the general partner which had not been previously allocated. 3. Distributions to Partners The Partnership distributed $278,000 in cash during the three months ended March 31, 1995, ($275,000 to limited partners and $3,000 to the general partner). 5 of 14 CENTURY PENSION INCOME FUND XXIV - FORM 10-Q - MARCH 31, 1995 A California Limited Partnership NOTES TO FINANCIAL STATEMENTS 4. Investment in Unconsolidated Joint Ventures The Partnership has investments in two unconsolidated joint ventures, Coral Palm Plaza Joint Venture and Minneapolis Business Parks Joint Venture. The following are the condensed balance sheets as of March 31, 1995 and December 31, 1994 and condensed statements of operations for the three months ended March 31, 1995 and 1994 of Coral Palm Plaza Joint Venture. CORAL PALM PLAZA JOINT VENTURE CONDENSED BALANCE SHEETS March 31, December 31, 1995 1994 (Unaudited) (Audited) Assets Cash and cash equivalents $ 1,138,000 $ 239,000 Receivables and other assets 143,000 881,000 Real Estate: Real estate 16,072,000 16,065,000 Accumulated depreciation (2,880,000) (2,829,000) Allowance for impairment of value (7,091,000) (7,091,000) -------------- -------------- Real estate, net 6,101,000 6,145,000 Deferred leasing commissions, net 81,000 87,000 -------------- -------------- Total assets $ 7,463,000 $ 7,352,000 ============== ============== Liabilities and Partners' Equity Deferred income and other liabilities $ 864,000 $ 844,000 Total liabilities 864,000 844,000 -------------- -------------- Commitments and Contingencies Partners' equity: Century Pension Income Fund XXIII 4,400,000 4,339,000 Century Pension Income Fund XXIV 2,199,000 2,169,000 -------------- -------------- Total partners' equity 6,599,000 6,508,000 -------------- -------------- Total liabilities and partners' equity $ 7,463,000 $ 7,352,000 ============== ============== 6 of 14 CENTURY PENSION INCOME FUND XXIV - FORM 10-Q - MARCH 31, 1995 A California Limited Partnership NOTES TO FINANCIAL STATEMENTS 4. Investment in Unconsolidated Joint Ventures (Continued) CORAL PALM PLAZA JOINT VENTURE CONDENSED STATEMENTS OF OPERATIONS (UNAUDITED) For the Three Months Ended March 31, 1995 March 31, 1994 Rental and other revenues $ 273,000 $ 334,000 Expenses 182,000 228,000 -------------- -------------- Net income $ 91,000 $ 106,000 ============== ============== Allocation of net income: CPIF XXIII $ 61,000 $ 71,000 CPIF XXIV 30,000 35,000 -------------- -------------- Net income $ 91,000 $ 106,000 ============== ============== 7 of 14 CENTURY PENSION INCOME FUND XXIV - FORM 10-Q - MARCH 31, 1995 A California Limited Partnership NOTES TO FINANCIAL STATEMENTS 4. Investment in Unconsolidated Joint Ventures (Continued) The following are the condensed balance sheets as of March 31, 1995 and December 31, 1994 and condensed statements of operations for the three months ended March 31, 1995 and 1994 of Minneapolis Business Parks Joint Venture. MINNEAPOLIS BUSINESS PARKS JOINT VENTURE CONDENSED BALANCE SHEETS March 31, December 31, 1995 1994 (Unaudited) (Audited) Assets Cash and cash equivalents $ 993,000 $ 648,000 Receivables and other assets 322,000 134,000 Real Estate: Real estate 20,235,000 20,214,000 Accumulated depreciation (4,150,000) (3,999,000) -------------- -------------- Real estate, net 16,085,000 16,215,000 Deferred leasing commissions, net 227,000 214,000 -------------- -------------- Total assets $ 17,627,000 $ 17,211,000 ============== ============== Liabilities and Partners' Equity Accrued expenses and other liabilities $ 362,000 $ 151,000 -------------- -------------- Total liabilities 362,000 151,000 -------------- -------------- Commitments and Contingencies Partners' equity: Century Pension Income Fund XXIII 11,687,000 11,548,000 Century Pension Income Fund XXIV 5,578,000 5,512,000 -------------- -------------- Total partners' equity 17,265,000 17,060,000 -------------- -------------- Total liabilities and partners' equity $ 17,627,000 $ 17,211,000 ============== ============== 8 of 14 CENTURY PENSION INCOME FUND XXIV - FORM 10-Q - MARCH 31, 1995 A California Limited Partnership NOTES TO FINANCIAL STATEMENTS 4. Investment in Unconsolidated Joint Ventures (Continued) MINNEAPOLIS BUSINESS PARKS JOINT VENTURE CONDENSED STATEMENTS OF OPERATIONS (UNAUDITED) For the Three Months Ended March 31, 1995 March 31, 1994 Rental and other revenues $ 715,000 $ 620,000 Expenses 510,000 510,000 -------------- -------------- Net income $ 205,000 $ 110,000 ============== ============== Allocation of net income: CPIF XXIII $ 139,000 $ 75,000 CPIF XXIV 66,000 35,000 -------------- -------------- Net income $ 205,000 $ 110,000 ============== ============== 9 of 14 CENTURY PENSION INCOME FUND XXIV - FORM 10-Q - MARCH 31, 1995 A California Limited Partnership Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations. This item should be read in conjunction with the Financial Statements and other Items contained elsewhere in this Report. Liquidity and Capital Resources Registrant's real estate properties consist of three shopping center properties and investments in two unconsolidated joint ventures. The three shopping centers are located in South Carolina, North Carolina and Georgia. The unconsolidated joint venture properties include one shopping center in Florida and three business parks in Minnesota. The properties are leased to tenants subject to leases with remaining lease terms of up to twenty years. Registrant receives rental income from its properties and is responsible for operating expenses, administrative expenses and capital improvements. All of Registrant's properties generated positive cash flow for the three months ended March 31, 1995. Registrant uses working capital reserves provided from any undistributed cash flow from operations as its primary source of liquidity. Registrant distributed $278,000 to partners (including $3,000 to the general partner) during the three months ended March 31, 1995 and 1994. Distributions are expected to continue in the near future. The level of such distributions will be contingent upon successful future operations. The level of liquidity based on cash and cash equivalents experienced a $236,000 decrease at March 31, 1995, as compared to December 31, 1994. Registrant's $95,000 of improvements to real estate (investing activities) and $278,000 of cash distributions to partners (financing activities) more than offset the $137,000 of net cash provided by operating activities. Improvements to real estate increased at March 31, 1995, as compared to the prior year comparative period, due to tenant improvements at Registrant's Butler Square Center property. Registrant has no plans for material capital expenditures during the next twelve months. All other increases (decreases) in certain assets and liabilities are the result of the timing of receipt and payment of various operating activities. Working capital reserves are invested in a money market account, United States Treasury bills or in repurchase agreements secured by United States Treasury obligations. The Managing General Partner believes that if market conditions remain relatively stable, cash flow from operations, when combined with working capital reserves, will be sufficient to fund required capital improvements in 1995 and the foreseeable future. Real Estate Market The national real estate market has suffered from the effects of the real estate recession including, but not limited to, a downward trend in market values of existing properties. In addition, the bailout of the savings and loan associations and sales of foreclosed properties by auction reduced market values and caused a further restriction on the ability to obtain credit. As a result, Registrant's ability to sell its properties may be restricted. These factors caused a decline in market property values and serve to reduce market rental rates and/or sales prices. Furthermore, management believes that the emergence of new institutional purchasers, including real estate investment trusts and insurance companies, should create a more favorable market value for Registrant's properties in the future. 10 of 14 CENTURY PENSION INCOME FUND XXIV - FORM 10-Q - MARCH 31, 1995 A California Limited Partnership Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations. Results of Operations Three Months Ended March 31, 1995 vs. March 31, 1994 Operating results improved by $74,000 for the three months ended March 31, 1995, as compared to 1994, due to an increase in revenues of $97,000 which was partially offset by an increase in expenses of $23,000. Revenues increased by $97,000 for the three months ended March 31, 1995, as compared to 1994, due to increases in rental income of $86,000 and equity in unconsolidated joint venture operations of $26,000, which were only partially offset by a $15,000 decrease in interest income. Rental income increased primarily due to increased rental rates and occupancy at Registrant's Butler Square Center property. Equity in unconsolidated joint ventures' operations increased due to increases in occupancy at all of Registrant's Minneapolis Business Parks joint venture properties, which were only partially offset by a decline in occupancy at Registrant's Coral Palm Plaza joint venture property, as a result of a major tenant's lease buy-out in December 1994. The decrease in revenues at Registrant's Coral Palm Plaza joint venture property was slightly offset by the amortization of the former tenants termination payment. Interest income declined due to a decrease in average working capital reserves available for investment, which was only partially offset by higher interest rates. Expenses increased by $23,000 for the three months ended March 31, 1995, as compared to 1994, due to increases in operating expenses of $15,000 and general and administrative expenses of $8,000. Operating expenses increased at all of Registrant's properties, which included an increase in amortization of leasing commissions at Registrant's Butler Square Center property. General and administrative expenses increased due to an increase in reimbursed expenses. Properties A description of the properties in which Registrant has an ownership interest, along with occupancy data, follows: CENTURY PENSION INCOME FUND XXIV, A California Limited Partnership OCCUPANCY SUMMARY For the Quarters Ended March 31, 1995 and 1994 Average Date of Square Occupancy Rate (%) Name and Location Purchase Type Footage 1995 1994 - ----------------- -------- ---- ------- ------------------ Butler Square Center 01/88 Shopping 80,000 89 73 Mauldin, South Carolina Center 11 of 14 CENTURY PENSION INCOME FUND XXIV - FORM 10-Q - MARCH 31, 1995 A California Limited Partnership Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations. Properties (Continued) Average Date of Square Occupancy Rate (%) Name and Location Purchase Type Footage 1995 1994 - ----------------- -------- ---- ------- ------------------ Kenilworth Commons Shopping Center 08/88 Shopping 38,000 100 100 Charlotte, North Carolina Center Plantation Pointe Shopping Center 04/89 Shopping 63,000 97 98 Smyrna, Georgia Center Coral Palm Plaza Joint Venture: Coral Palm Plaza (1) 01/87 Shopping 135,000 68 83 Coral Springs, Florida Center Minneapolis Business Parks Joint Venture: Alpha Business Center (2) 05/87 Business 172,000 95 85 Bloomington, Minnesota Park Plymouth Service Center (2) 05/87 Business 74,000 100 95 Plymouth, Minnesota Park Westpoint Business Center (2) 05/87 Business 161,000 91 73 Plymouth, Minnesota Park (1) Property is owned by a joint venture between Registrant, which has a 33 and one-third percent interest, and an affiliated partnership. (2) Property is owned by a joint venture between Registrant, which has a 32 percent interest, and an affiliated partnership. 12 of 14 CENTURY PENSION INCOME FUND XXIV - FORM 10-Q - MARCH 31, 1995 A California Limited Partnership PART II - OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K. No report on Form 8-K was required to be filed during the period. 13 of 14 CENTURY PENSION INCOME FUND XXIV - FORM 10-Q - MARCH 31, 1995 A California Limited Partnership SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. CENTURY PENSION INCOME FUND XXIV, A California Limited Partnership By: FOX PARTNERS VI, Its General Partner By: FOX CAPITAL MANAGEMENT CORPORATION, A General Partner ______________________________________________ ARTHUR N. QUELER Secretary/Treasurer and Director (Principal Financial Officer) 14 of 14 EX-27 2 FINANCIAL DATA SCHEDULE
5 The schedule contains summary financial information extracted from Century Pension Income Fund XXIV and is qualified in its entirety by reference to such financial statements. 1 3-MOS DEC-31-1995 JAN-01-1995 MAR-31-1995 1,802,000 0 257,000 0 0 0 17,419,000 (2,874,000) 24,494,000 0 0 0 0 0 24,396,000 24,494,000 0 490,000 0 219,000 0 0 0 262,000 0 262,000 0 0 0 262,000 3 3 Receivables include other assets of $52,000.
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