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, 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 of (I.R.S. Employer Identification No.)
incorporation or organization)
5665 Northside Drive N.W., Ste. 370, Atlanta, Georgia 30328
(Address of principal executive office) (Zip Code)
Registrant's telephone number, including area code (404) 916-9090
N/A
Former name, former address and fiscal year, if changed since last report.
Indicate by check mark whether Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the Registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X No_____
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS:
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 12, 13, or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under
a plan confirmed by a court. Yes _____ No _____
APPLICABLE ONLY TO CORPORATE ISSUERS: Indicate the number of shares
outstanding of each of the issuer's classes of common stock, as of the
latest practicable date __________________.
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CENTURY PENSION INCOME FUND XXIV - FORM 10-Q - JUNE 30, 1995
A California Limited Partnership
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements.
Balance Sheets
June 30, December 31,
1995 1994
(Unaudited) (Audited)
Assets
Cash and cash equivalents $ 2,098,000 $ 2,038,000
Receivables and other assets 210,000 185,000
Investments in unconsolidated joint ventures 7,440,000 7,681,000
Real Estate:
Real estate 17,709,000 17,324,000
Accumulated depreciation (2,983,000) (2,764,000)
----------- -----------
Real estate, net 14,726,000 14,560,000
Deferred leasing commissions, net 150,000 102,000
----------- -----------
Total assets $24,624,000 $24,566,000
=========== ===========
Liabilities and Partners' Equity
Accrued expenses and other liabilities $ 133,000 $ 154,000
----------- -----------
Total liabilities 133,000 154,000
----------- -----------
Commitments and Contingencies
Partners' equity:
General partner -- (20,000)
Limited partners (73,341 units outstanding at
June 30, 1995 and December 31, 1994) 24,491,000 24,432,000
----------- -----------
Total partners' equity 24,491,000 24,412,000
----------- -----------
Total liabilities and partners' equity $24,624,000 $24,566,000
=========== ===========
See notes to financial statements.
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CENTURY PENSION INCOME FUND XXIV - FORM 10-Q - JUNE 30, 1995
A California Limited Partnership
Statements of Operations (Unaudited)
For the Six Months Ended
June 30, 1995 June 30, 1994
Revenues:
Rental $ 969,000 $ 842,000
Interest income 49,000 49,000
Equity in unconsolidated joint ventures'
operations 333,000 98,000
---------- ----------
Total revenues 1,351,000 989,000
---------- ----------
Expenses:
General and administrative 256,000 254,000
Depreciation 219,000 219,000
Operating 241,000 207,000
---------- ----------
Total expenses 716,000 680,000
---------- ----------
Net income $ 635,000 $ 309,000
========== ==========
Net income per limited partnership assignee unit $ 8 $ 4
========== ==========
Cash distributions per limited partnership
assignee unit $ 8 $ 8
========== ==========
See notes to financial statements.
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CENTURY PENSION INCOME FUND XXIV - FORM 10-Q - JUNE 30, 1995
A California Limited Partnership
Statements of Operations (Unaudited)
For the Three Months Ended
June 30, 1995 June 30, 1994
Revenues:
Rental $479,000 $438,000
Interest income 31,000 16,000
Equity in unconsolidated joint ventures'
operations 237,000 28,000
-------- --------
Total revenues 747,000 482,000
-------- --------
Expenses:
General and administrative 133,000 139,000
Depreciation 109,000 109,000
Operating 132,000 113,000
-------- --------
Total expenses 374,000 361,000
-------- --------
Net income $373,000 $121,000
======== ========
Net income per limited partnership assignee unit $ 5 $ 2
======== ========
Cash distributions per limited partnership
assignee unit $ 4 $ 4
======== ========
See notes to financial statements.
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CENTURY PENSION INCOME FUND XXIV - FORM 10-Q - JUNE 30, 1995
A California Limited Partnership
Statements of Cash Flows (Unaudited)
For the Six Months Ended
June 30, 1995 June 30, 1994
Operating Activities:
Net income $ 635,000 $ 309,000
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization 237,000 226,000
Equity in unconsolidated joint ventures'
operations (333,000) (98,000)
Leasing commissions paid (66,000) (25,000)
Changes in operating assets and liabilities:
Receivables and other assets (25,000) 45,000
Accrued expenses and other liabilities (21,000) (24,000)
---------- ----------
Net cash provided by operating activities 427,000 433,000
---------- ----------
Investing Activities:
Additions to real estate (385,000) (41,000)
Unconsolidated joint venture distributions
received 574,000 --
Proceeds from cash investments -- 1,283,000
---------- ----------
Net cash provided by investing activities 189,000 1,242,000
---------- ----------
Financing Activities:
Cash distribution to partners (556,000) (556,000)
---------- ----------
Cash (used in) financing activities (556,000) (556,000)
---------- ----------
Increase in Cash and Cash Equivalents 60,000 1,119,000
Cash and Cash Equivalents at Beginning
of Period 2,038,000 1,036,000
---------- ----------
Cash and Cash Equivalents at End of Period $2,098,000 $2,155,000
========== ==========
See notes to financial statements.
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CENTURY PENSION INCOME FUND XXIV - FORM 10-Q - JUNE 30, 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.
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.
The results of operations for the six and three months ended June 30, 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 $48,000 and $51,000 during the six months ended
June 30, 1995 and 1994, respectively. These reimbursements are
included in general and administrative expenses.
(b) During the six months ended June 30, 1995 and 1994, an affiliate of
NPI, Inc. was paid a $16,000 and a $10,000 fee ($5,000 and $3,000
allocated to the Partnership, respectively) relating to a successful
real estate tax appeal on the Partnership's Coral Palm Plaza and
Minneapolis Business Park joint venture properties. 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 each of the six months periods ended June 30, 1995
and 1994, the general partner received $62,000. 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 $556,000 in cash during the six months ended
June 30, 1995 ($550,000 to limited partners and $6,000 to the general
partner).
4. 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 (and 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). The remaining portion has been deferred and is
currently being amortized as rental income over the remaining eight years of
the former tenant's lease. Management is negotiating to re-lease the
remaining 7,000 square feet.
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CENTURY PENSION INCOME FUND XXIV - FORM 10-Q - JUNE 30, 1995
A California Limited Partnership
NOTES TO FINANCIAL STATEMENTS
5. 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 June 30, 1995
and December 31, 1994 and condensed statements of operations for the
six and three months ended June 30, 1995 and 1994 of Coral Palm Plaza
Joint Venture.
CORAL PALM JOINT VENTURE
CONDENSED BALANCE SHEETS
June 30, December 31,
1995 1994
(Unaudited) (Audited)
Assets
Cash and cash equivalents $ 164,000 $ 239,000
Receivables and other assets 106,000 881,000
Real Estate:
Real estate 16,085,000 16,065,000
Accumulated depreciation (2,931,000) (2,829,000)
Allowance for impairment of value (7,091,000) (7,091,000)
------------ ------------
Real estate, net 6,063,000 6,145,000
Deferred leasing commissions, net 116,000 87,000
------------ ------------
Total assets $ 6,449,000 $ 7,352,000
============ ============
Liabilities and Partners' Equity
Deferred income and other liabilities $ 381,000 $ 844,000
------------ ------------
Total liabilities 381,000 844,000
------------ ------------
Commitments and Contingencies
Partners' equity:
Century Pension Income Fund XXIII 4,046,000 4,339,000
Century Pension Income Fund XXIV 2,022,000 2,169,000
------------ ------------
Total partners' equity 6,068,000 6,508,000
------------ ------------
Total liabilities and partners' equity $ 6,449,000 $ 7,352,000
============ ============
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CENTURY PENSION INCOME FUND XXIV - FORM 10-Q - JUNE 30, 1995
A California Limited Partnership
NOTES TO FINANCIAL STATEMENTS
5. Investment in Unconsolidated Joint Ventures (Continued)
CORAL PALM JOINT VENTURE
CONDENSED STATEMENTS OF OPERATIONS (UNAUDITED)
For the Six Months Ended
June 30, 1995 June 30, 1994
Revenues
Rental $429,000 $491,000
Other income 517,000 --
-------- --------
946,000 491,000
Expenses 358,000 451,000
-------- --------
Net income $588,000 $ 40,000
======== ========
Allocation of net income:
CPIF XXIII $392,000 $ 27,000
CPIF XXIV 196,000 13,000
-------- --------
Net income $588,000 $ 40,000
======== ========
For the Three Months Ended
June 30, 1995 June 30, 1994
Revenues
Rental $156,000 $ 157,000
Other income 517,000 --
-------- ---------
673,000 157,000
Expenses 176,000 223,000
-------- ---------
Net income (loss) $497,000 $(66,000)
======== ========
Allocation of net income (loss):
CPIF XXIII $331,000 $(44,000)
CPIF XXIV 166,000 (22,000)
-------- ---------
Net income (loss) $497,000 $(66,000)
======== ========
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CENTURY PENSION INCOME FUND XXIV - FORM 10-Q - JUNE 30, 1995
A California Limited Partnership
NOTES TO FINANCIAL STATEMENTS
5. Investment in Unconsolidated Joint Ventures (Continued)
The following are the condensed balance sheets as of June 30, 1995
and December 31, 1994 and condensed statements of operations for the
six and three months ended June 30, 1995 and 1994 of Minneapolis Business
Parks Joint Venture.
MINNEAPOLIS BUSINESS PARKS JOINT VENTURE
CONDENSED BALANCE SHEETS
June 30, December 31,
1995 1994
(Unaudited) (Audited)
Assets
Cash and cash equivalents $ 627,000 $ 648,000
Other assets 478,000 134,000
Real Estate:
Real estate 20,252,000 20,214,000
Accumulated depreciation (4,301,000) (3,999,000)
----------- -----------
Real estate, net 15,951,000 16,215,000
Deferred leasing commissions, net 246,000 214,000
----------- -----------
Total assets $17,302,000 $17,211,000
=========== ===========
Liabilities and Partners' Equity
Accrued expenses and other
liabilities $ 535,000 $ 151,000
----------- -----------
Total liabilities 535,000 151,000
----------- -----------
Commitments and Contingencies
Partners' equity:
Century Pension Income Fund XXIII 11,349,000 11,548,000
Century Pension Income Fund XXIV 5,418,000 5,512,000
----------- -----------
Total partners' equity 16,767,000 17,060,000
----------- -----------
Total liabilities and partners'
equity $17,302,000 $17,211,000
=========== ===========
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CENTURY PENSION INCOME FUND XXIV - FORM 10-Q - JUNE 30, 1995
A California Limited Partnership
NOTES TO FINANCIAL STATEMENTS
5. Investment in Unconsolidated Joint Ventures (Continued)
MINNEAPOLIS BUSINESS PARKS JOINT VENTURE
CONDENSED STATEMENTS OF OPERATIONS (UNAUDITED)
For the Six Months Ended
June 30, 1995 June 30, 1994
Rental and other revenues $1,435,000 $1,262,000
Expenses 1,007,000 997,000
---------- ----------
Net income $ 428,000 $ 265,000
========== ==========
Allocation of net income:
CPIF XXIII $ 291,000 $ 180,000
CPIF XXIV 137,000 85,000
---------- ----------
Net income $ 428,000 $ 265,000
========== ==========
For the Three Months Ended
June 30, 1995 June 30, 1994
Rental and other revenues $ 720,000 $ 642,000
Expenses 497,000 487,000
---------- ----------
Net income $ 223,000 $ 155,000
========== ==========
Allocation of net income:
CPIF XXIII $ 152,000 $ 105,000
CPIF XXIV 71,000 50,000
---------- ----------
Net income $ 223,000 $ 155,000
========== ==========
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CENTURY PENSION INCOME FUND XXIV - FORM 10-Q - JUNE 30, 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,
except for Butler Square Center, generated positive cash flow for the
six months ended June 30, 1995. Registrant's Butler Square Center
property generated negative cash flow due to extensive tenant
improvements.
Registrant uses working capital reserves provided from any undistributed
cash flow from operations as its primary source of liquidity.
Registrant distributed $556,000 to partners (including $6,000 to the
general partner) during the six months ended June 30, 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
$60,000 increase at June 30, 1995, as compared to December 31, 1994.
Registrant's $574,000 of distributions received from unconsolidated
joint ventures (investing activities) and the $427,000 of net cash
provided by operating activities were only partially offset by the
$385,000 of improvements to real estate (investing activities) and
$556,000 of cash distributions to partners (financing activities). The
improvements to real estate were primarily at Registrant's Butler Square
Center property relating to a significant tenant's expansion of its
existing space. Registrant renegotiated the tenant's lease terms to
expand the tenant's existing space by 6,500 square feet, extend the
expiration date of its lease from August 31, 2007 to April 30, 2015 and
include Registrant's payment of $250,000 for tenant improvements. 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 or in
repurchase agreements secured by United States Treasury obligations. At
Registrant's joint venture property, Coral Palm Plaza, management
accepted a lease buy-out of $800,000 in December 1994 from a significant
tenant that had occupied 27,000 square feet, (and 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). The remaining portion has been deferred and is being
amortized as rental income over the remaining eight years of the former
tenant's lease. Management is negotiating to re-lease the remaining
7,000 square feet. 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.
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CENTURY PENSION INCOME FUND XXIV - FORM 10-Q - JUNE 30, 1995
A California Limited Partnership
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations.
Real Estate Market
The national real estate market has suffered from the effects of the
real estate recession including, but not limited to, a downward trend in
market values of existing 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.
Results of Operations
Six Months Ended June 30, 1995 vs. June 30, 1994
Operating results improved by $326,000 for the six months ended June 30,
1995, as compared to 1994, due to an increase in revenues of $362,000,
which was only slightly offset by an increase in expenses of $36,000.
Revenues increased by $362,000 for the six months ended June 30, 1995,
as compared to 1994, due to increases in equity in unconsolidated joint
venture operations of $235,000 and rental income of $127,000. Equity in
unconsolidated joint ventures' operations increased due to increases in
occupancy at all of Registrant's Minneapolis Business Parks joint
venture properties and the recognition of a portion of the termination
payment accepted from a major tenant at Coral Palm Plaza in December
1994. Rental income increased primarily due to increased rental rates
and occupancy at Registrant's Butler Square Center property. Interest
income remained constant due to a decrease in average working capital
reserves available for investment, which was offset by higher interest
rates.
Expenses increased by $36,000 for the six months ended June 30, 1995, as
compared to 1994, due to increases in operating expenses of $34,000 and
general and administrative expenses of $2,000. 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 and depreciation expenses
remained relatively constant.
Three Months Ended June 30, 1995 vs. June 30, 1994
Operating results improved by $252,000 for the three months ended June
30, 1995, as compared to 1994, due to an increase in revenues of
$265,000, which was partially offset by an increase in expenses of
$13,000.
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CENTURY PENSION INCOME FUND XXIV - FORM 10-Q - JUNE 30, 1995
A California Limited Partnership
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations.
Results of Operations (Continued)
Three Months Ended June 30, 1995 vs. June 30, 1994 (Continued)
Revenues increased by $265,000 for the three months ended June 30, 1995,
as compared to 1994, due to increases in equity in unconsolidated joint
venture operations of $209,000, rental income of $41,000, and interest
income of $15,000. Equity in unconsolidated joint ventures' operations
increased due to increases in occupancy at all of Registrant's
Minneapolis Business Parks joint venture properties and the recognition
of a portion of the termination payment accepted from a major tenant at
Coral Palm Plaza in December 1994. Rental income increased primarily
due to increased rental rates and occupancy at Registrant's Butler
Square Center property. Interest income increased due to an adjustment
for a prior period underaccrual.
Expenses increased by $13,000 for the three months ended June 30, 1995,
as compared to 1994, due to an increase in operating expenses of
$19,000, which was only partially offset by a decrease in general and
administrative expenses of $6,000. 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 and depreciation expenses remained relatively
constant.
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CENTURY PENSION INCOME FUND XXIV - FORM 10-Q - JUNE 30, 1995
A California Limited Partnership
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations.
Properties
A description of the properties in which Registrant has an ownership
interest during the period covered by this Report, along with occupancy
data, follows:
CENTURY PENSION INCOME FUND XXIV,
A California Limited Partnership
OCCUPANCY SUMMARY
Average
Occupancy Rate(%)
------------------------------------
Six Months Three Months
Date Ended Ended
of Square June 30, June 30,
Name and Location Purchase Type Footage 1995 1994 1995 1994
- ----------------- -------- ---- ------- ---- ---- ---- ----
Butler Square Center 01/88 Shopping 80,000 93 77 97 81
Mauldin, South Carolina Center
Kenilworth Commons
Shopping Center 08/88 Shopping 38,000 100 100 100 100
Charlotte, North Carolina Center
Plantation Pointe
Shopping Center 04/89 Shopping 63,000 98 98 98 98
Smyrna, Georgia Center
Coral Palm Plaza
Joint Venture:
Coral Palm Plaza (1) 01/87 Shopping 135,000 67 85 67 87
Coral Springs, Florida Center
Minneapolis Business Parks
Joint Venture:
Alpha Business Center (2) 05/87 Business 172,000 95 86 95 87
Bloomington, Minnesota Park
Plymouth Service Center (2) 05/87 Business 74,000 100 97 100 100
Plymouth, Minnesota Park
Westpoint Business Center (2) 05/87 Business 161,000 91 73 91 72
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.
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CENTURY PENSION INCOME FUND XXIV - FORM 10-Q - JUNE 30, 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.
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CENTURY PENSION INCOME FUND XXIV - FORM 10-Q - JUNE 30, 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)
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