UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
(Mark One)
X ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended December 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 of (I.R.S. Employer
incorporation or organization) Identification No.)
One Insignia Plaza, P.O. Box 1089
Greenville, South Carolina 29602
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (864) 239-1000
Securities registered pursuant to Section 12(b) of the Act:
None
Securities registered pursuant to Section 12(g) of the Act:
Individual Investor Units and Pension Investor Notes
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
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of the Registrant's knowledge, in definitive
proxy or information statements incorporated by reference in Part III of
this Form 10-K or any amendment to this Form 10-K. [X]
No market for the Individual Investor Units and Pension Investor Notes
exists and therefore a market value for such Units or Notes cannot be
determined.
DOCUMENTS INCORPORATED HEREIN BY REFERENCE:
Prospectus of the Registrant dated June 9, 1986 and thereafter supplemented
incorporated in Parts I and IV.
CENTURY PENSION INCOME FUND XXIV,
A California Limited Partnership
PART I
Item 1. Business.
Century Pension Income Fund XXIV (the "Registrant") was organized
in June 1984 as a California limited partnership under the Uniform Limited
Partnership Act of the California Corporations Code. Fox Partners VI, a
California general partnership, is the general partner of the Registrant.
Fox Capital Management Corporation (the "Managing General Partner") and Fox
Realty Investors ("FRI") are the general partners of Fox Partners VI.
The Registrant's Registration Statement, filed pursuant to the
Securities Act of 1933 (No. 33-1261), was declared effective by the Securities
and Exchange Commission on June 9, 1986. The Registrant marketed its
securities pursuant to its Prospectus dated June 9, 1986, which was
thereafter supplemented (hereinafter the "Prospectus"). This Prospectus was
filed with the Securities and Exchange Commission pursuant to Rule 424(b) of
the Securities Act of 1933.
The principal business of the Registrant is to acquire, manage and
ultimately sell income-producing real properties. The Registrant is a
"closed" limited partnership real estate syndicate of the unspecified
asset type. For a further description of the business of the Registrant,
see the sections entitled "Risk Factors" and "Investment Objectives and
Policies" of the Prospectus.
Beginning in July 1986, the Registrant offered $50,000,000 in Limited
Partnership Assignee Units. The offering was completed on March 31, 1988 with
Limited Partnership Assignee Units having an initial price of
$36,670,500 being sold. The net proceeds of this offering were used to
acquire three properties and interests in four other properties through
two joint ventures with an affiliated partnership. The Registrant's
property portfolio is geographically diversified with properties
acquired in five states. See "Item 2, Properties" below for a
description of the Registrant's properties.
The Registrant is involved in only one industry segment, as described
above. The Registrant does not engage in any foreign operations or derive
revenues from foreign sources.
Both the income and expenses of operating the properties which are owned
by the Registrant are subject to factors beyond the Registrant's control,
such as oversupply of similar rental facilities as a result of overbuilding,
increases in unemployment or population shifts, changes in zoning laws or
changes in patterns of needs of the users. Expenses, such as local real
estate taxes and management expenses, are subject to change and cannot
always be reflected in rental increases due to market conditions or
existing leases. The profitability and marketability of developed real
property may be adversely affected by changes in general and local economic
conditions and in prevailing interest rates, and favorable changes in
such factors will not necessarily enhance the profitability or marketability
of such property. Even under the most favorable market conditions there is
no guarantee that any property owned by the Registrant can be sold by it or,
if sold, that such sale can be made upon favorable terms.
There have been, and there may be other, Federal, state and local
legislation and regulations enacted relating to the protection of the
environment. The Managing General Partner is unable to predict the extent,
if any, to which such new legislation or regulations might occur and the
degree to which such existing or new legislation or regulations might
adversely affect the properties owned.
The Registrant monitors its properties for evidence of pollutants,
toxins and other dangerous substances, including the presence of asbestos.
In certain cases environmental testing has been performed, which
resulted in no material adverse conditions or liabilities. In no case has
the Registrant received notice that it is a potentially responsible party
with respect to an environmental clean up site.
The Registrant maintains property and liability insurance on its
properties and believes such coverage to be adequate.
Property Matters
Coral Palm Plaza - In January 1995, the Registrant's Coral Palm Plaza
joint venture in which the Registrant has a one-third interest received an
$800,000 payment from a former significant tenant that had occupied 27,000
square feet at Coral Palm Plaza. 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. 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 fee as rental income in 1995, which represents the amortization
of the fee prior to the new tenants' lease commencement dates.
In addition, in October 1995 the joint venture accepted a lease buy-out
from a tenant that occupied 11,300 square feet of space for $300,000.
The joint venture is currently attempting to re-lease the vacated space.
Employment
The Registrant's properties are managed by unaffiliated third party
management companies pursuant to management agreements with such third
parties.
Change in Control
From March 1988 through December 1993, the Registrant's affairs
were managed by Metric Management, Inc. ("MMI") or a predecessor. On
December 16, 1993, the services agreement with MMI was modified and, as a
result thereof, the Managing General Partner began directly providing
real estate advisory and asset management services to the Registrant. As
advisor, such affiliate provides all partnership accounting and
administrative services, investment management, and supervisory services
over property management and leasing.
On December 6, 1993, the shareholders of the Managing General Partner
entered into a Voting Trust Agreement with NPI Equity Investments II, Inc.
("NPI Equity II") pursuant to which NPI Equity II was granted the right to
vote 100% of the outstanding stock of the Managing General Partner. In
addition, NPI Equity II became the managing partner of FRI. As a result, NPI
Equity II indirectly became responsible for the operation and management of
the business and affairs of the Registrant and the other investment
partnerships originally sponsored by the Managing General Partner and/or
FRI. The individuals who had served previously as partners of FRI and as
officers and directors of the Managing General Partner contributed their
general partnership interests in FRI to a newly formed limited partnership,
Portfolio Realty Associates, L.P. ("PRA"), in exchange for limited
partnership interests in PRA. The shareholders of the Managing General
Partner and the prior partners of FRI, in their capacity as limited partners
of PRA, continue to hold indirectly certain economic interests in the
Registrant and such other investment limited partnerships, but have ceased
to be responsible for the operation and management of the Registrant and such
other partnerships.
On October 12, 1994, an affiliate of Apollo Real Estate Advisors, L.P.
("Apollo") acquired one-third of the stock of National Property Investors,
Inc. ("NPI"), the parent corporation of NPI Equity II. Pursuant to the
terms of the stock acquisition, Apollo was entitled to designate three of the
seven directors of the Managing General Partner and NPI Equity II. In
addition, the approval of certain major actions on behalf of the Registrant
required the affirmative vote of at least five directors of the Managing
General Partner.
On August 17, 1995, the stockholders of NPI entered into an agreement
to sell to IFGP Corporation, a Delaware corporation, an affiliate of
Insignia Financial Group, Inc. ("Insignia"), a Delaware corporation, all
of the issued and outstanding common stock of NPI, for an aggregate
purchase price of $1,000,000. NPI is the sole shareholder of NPI Equity
II, the general partner of FRI, and the entity which controls the Managing
General Partner. The closing of the transactions contemplated by the above
mentioned agreement (the "Closing") occurred on January 19, 1996.
Upon the Closing, the officers and directors of NPI, NPI Equity II and
the Managing General Partner resigned and IFGP Corpoation caused new
officers and directors of each of those entities to be elected. See "Item
10, Directors and Executive Officers of the Registrant."
Competition
The Registrant is affected by and subject to the general competitive
conditions of the residential, commercial, retail and office real estate
industries. In addition, each of the Registrant's properties competes in
an area which normally contains numerous other real properties which may be
considered competitive.
Item 2. Properties.
A description of the income-producing properties in which the
Registrant has an ownership interest is as follows. All of the
Registrant's properties are owned in fee except as indicated.
Date of
Name and Location Purchase Type Size
Butler Square Center 01/88 Shopping 80,000
West Butler Road at Center sq.ft.
Whatley Circle
Mauldin, South Carolina
Kenilworth Commons Shopping 08/88 Shopping 38,000
Center Center sq.ft.
1227 East Boulevard
Charlotte, North Carolina
Plantation Pointe Shopping Center 04/89 Shopping 63,000
Spring Rd. and Campbell Rd. Center sq.ft.
Smyrna, Georgia
CORAL PALM PLAZA
JOINT VENTURE:
Coral Palm Plaza (1) 01/87 Shopping 135,000
University Drive at N.W. 20th Center sq.ft.
Coral Springs, Florida
MINNEAPOLIS BUSINESS PARKS
JOINT VENTURE:
Alpha Business Center (2) 05/87 Business 172,000
8100 26th Avenue Park sq.ft.
Bloomington, Minnesota
Plymouth Service Center (2) 05/87 Business 74,000
Water Tower Circle and Park sq.ft.
Xenium Lane
Plymouth, Minnesota
Westpoint Business Center (2) 05/87 Business 161,000
13800 Industrial Park Blvd. Park sq.ft.
Plymouth, Minnesota
_________
(1) Property is owned by a joint venture between the Registrant, which
has a 33 1/3% interest, and an affiliated partnership.
(2) Property is owned by a joint venture between the Registrant,
which has a 32% interest, and an affiliated partnership.
The following chart sets forth the average occupancy at the Registrant's
remaining properties for the years ended December 31, 1995, 1994, 1993, 1992
and 1991:
OCCUPANCY SUMMARY
Average
Occupancy Rate(%)
for the Year Ended
December 31,
--------------------------------
1995 1994 1993 1992 1991
---- ---- ---- ---- ----
Butler Square Center 94 79 71 79 80
Kenilworth Commons Shopping Center 100 100 100 100 100
Plantation Pointe Shopping Center 98 98 99 99 98
CORAL PALM PLAZA JOINT VENTURE:
Coral Palm Plaza 78 83 76 71 78
MINNEAPOLIS BUSINESS PARKS JOINT VENTURE:
Alpha Business Center 92 89 79 82 73
Plymouth Service Center 93 98 75 91 90
Westpoint Business Center 93 80 83 87 85
SIGNIFICANT TENANTS (1)
December 31, 1995
Annualized
Square Nature of Expiration Base Rent Renewal
Footage Business of Lease Per Year(2) Options (3)
------- -------- -------- ----------- -----------
Butler Square Center
BI-Lo Inc. 38,654 Grocer 2015 $302,660 3-5 Yr
Revco D.S. 8,470 Discount 1999 $59,290 5-5 Yr
Retail
Kenilworth Commons Shopping Center
Harris-Teeter 26,000 Grocer 2008 $234,000 4-5 Yr
Plantation Pointe Shopping Center
Winn Dixie 44,000 Grocer 2008 $308,000 4-5 Yr
CORAL PALM PLAZA
JOINT VENTURE:
Coral Palm Plaza
Luria & Sons 21,891 Catalog 2006 (4) 3-5 Yr
Retailer
Linen Supermarket 14,071 Household 1998 $168,852 1-5 Yr
Item Store 2005
Michaels Stores 20,000 Craft Store 2005 $150,000 3-5 Yr
MINNEAPOLIS BUSINESS PARKS JOINT VENTURE:
Plymouth Service Center
Paul Robey & Assoc. 14,332 Sales 1999 $67,790 -
Tool Parts
Sola Optical 13,966 Optometrist 1996 $78,768 -
Guyer's Builder
Supplies 35,768 Building 2003 $201,495 -
Supplies
Westpoint Business Center
ETS Energy Tech
Systems 18,637 Parts 1999 $65,820 -
Manufacturer
Kloster Corporation 21,850 Parts 1999 $138,737 1-2 Yr
Manufacturer
Tile by Design 21,815 Tile 1999 $161,018 -
(1) Tenant occupying 10% or more of total rentable square footage of the
property.
(2) Represents annualized base rent excluding additional rent due as
operating expense reimbursements, percentage rents and future
contractual escalations.
(3) The first amount represents the number of renewal options. The second
amount represents the length of each option.
(4) Tenant pays percentage rent based on retail stores occupied.
Item 3. Legal Proceedings.
There are no material pending legal proceedings to which the Registrant
is a party or to which any of its assets are subject.
Item 4. Submission of Matter to a Vote of Security Holders
No matter was submitted to a vote of security holders during the period
covered by this Report.
PART II
Item 5. Market for the Registrant's Equity and Related Security
Holder Matters.
The Limited Partnership Assignee Unit holders are entitled to
certain distributions as provided in the Partnership Agreement. As of
March 1, 1996, Assignee Units holders have received distributions from
operations of $3,200 to $3,866 for each $10,000 of original investment. No
market for Limited Partnership Assignee Units exists nor is any expected to
develop.
As of March 1, 1996, the approximate number of holders of Limited
Partnership Assignee Units was 4,021.
During the years ended December 31, 1995 and 1994, the Registrant has
made the following cash distributions with respect to each $10,000 initial
investment to holders of Units as of the dates set forth below in the amounts
set forth opposite such dates:
Distribution with Amount of Distribution
Respect to Quarter End Per $10,000 Investment(*)
1995 1994
March 31 $75 $75
June 30 $75 $75
September 30 $75 $75
December 31 $75 $75
* The amounts represent distributions of cash from operations. (See
"Item 7, Management's Discussion and Analysis of Financial Condition and
Results of Operations", for information relating to the Registrant's
future distributions.)
Item 6. Selected Financial Data.
The following represents selected financial data for the Registrant, for
the years ended December 31, 1995, 1994, 1993, 1992 and 1991. The data should
be read in conjunction with the consolidated financial statements included
elsewhere herein. This data is not covered by the independent auditors'
report.
For the Year Ended December 31,
-----------------------------------------
1995 1994 1993 1992 1991
(Amounts in thousands except per unit data)
Total revenues $ 2,519 $ 522 $ 1,897 $ 1,221 $ 2,476
Net income (loss) $ 1,017 $ (871) $ 567 $ 873 $ (33)
Net income (loss) per
limited partnership
assignee unit (1) $ 13.44 $(11.75) $ 7.54 $ 11.43 $ (.45)
Total assets $24,424 $24,566 $26,551 $27,386 $28,070
Cash distribution per limited
partnership assignee units $ 15.00 $ 15.00 $ 18.75 $ 21.24 $ 24.99
(1) $500 original contribution per unit, based on weighted average units
outstanding during the period after giving effect to the allocation
of net income(loss)to the general partner.
Item 7. Management's Discussion and Analysis of Financial Condition
and Results of Operations.
Liquidity and Capital Resources
The 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 nineteen years. The Registrant receives rental income from its
properties and is responsible for operating expenses, administrative
expenses and capital improvements. All of the Registrant's properties
generated positive cash flow for the year ended December 31, 1995.
The Registrant uses working capital reserves provided from any
undistributed cash flow from operations and distributions from
unconsolidated joint ventures as its primary source of liquidity. For
the long term, cash from operations and distributions from
unconsolidated joint ventures will remain the Registrant's primary
source of liquidity. The Registrant distributed $1,111,000 to partners
(including $11,000 to the general partner) during each of the years ended
December 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
$152,000 increase at December 31, 1995, as compared to 1994. The Registrant's
$805,000 of distributions received from unconsolidated joint ventures
(investing activities) and the $871,000 of net cash provided by operating
activities were only partially offset by the $413,000 of improvements to
real estate (investing activities) and $1,111,000 of cash
distributions to partners (financing activities). The improvements to real
estate were primarily at the Registrant's Butler Square Center property
relating to a significant tenant's expansion of its existing space. The
Registrant renegotiated the tenant's lease terms to expand the tenant's
existing space by 6,500 square feet. 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
the 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 1995, management re-leased all of the unoccupied space, on similar
terms, and recognized the remaining portion of the lease buy-out in the
amount of $699,000 ($233,000 allocated to the Partnership). In October
1995, the Registrant accepted a lease buy-out and termination agreement with
a former tenant at the Coral Palm Plaza property. The $300,000 termination
payment has been deferred and is being amortized into income on a
straight-line basis over the remaining three years of the former tenant's
lease. 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 and the current level of distributions for the foreseeable
future.
On January 19, 1996, the stockholders of NPI, the sole shareholder of
NPI Equity II, sold to IFGP Corporation all of the issued and outstanding
stock of NPI. In addition, an affiliate of Insignia purchased the limited
partnership units held by DeForest I and certain of its affiliates. IFGP
Corporation caused new officers and directors of NPI Equity II and the
Managing General Partner to be elected. The Managing General Partner does not
believe these transactions will have a significant effect on the
Registrant's liquidity or results of operations. See "Item 1
Business-Change in Control".
Real Estate Market
The business in which the Registrant is engaged is highly competitive,
and the Registrant is not a significant factor in its industry. Each
investment property is located in or near a major urban area and,
accordingly, competes for rentals not only with similar properties in its
immediate area but with hundreds of similar properties throughout the
urban area. Such competition is primarily on the basis of location, rents,
services and amenities. In addition, the Registrant competes with
significant numbers of individuals and organizations (including similar
partnerships, real estate investment trusts and financial institutions)
with respect to the sale of improved real properties, primarily on the basis
of the prices and terms of such transactions.
Results of Operations
1995 Compared to 1994
Operating results improved by $1,888,000 for the year ended December
31, 1995, as compared to 1994, due to an increase in revenues of $1,997,000,
which was only slightly offset by an increase in expenses of $109,000.
Revenues increased by $1,997,000 for the year ended December 31, 1995,
as compared to 1994, due to increases in equity in unconsolidated joint
venture operations of $1,752,000, rental income of $226,000 and
interest income of $19,000. Equity in unconsolidated joint ventures'
operations increased due to the Registrant's $1,500,000 allocated portion
of the provision for impairment of value recorded in 1994 on the Coral Palm
Plaza joint venture property and the recognition of the termination payment
accepted from a major tenant at Coral Palm Plaza in 1995. Rental income
increased primarily due to increased rental rates and occupancy at the
Registrant's Butler Square Center property. Interest income increased
primarily due to an increase in average working capital reserves available for
investment.
Expenses increased by $109,000 for the year ended December 31, 1995,
as compared to 1994, due to increases in operating expenses of $76,000,
general and administrative expenses of $10,000 and depreciation expense
of $23,000. Operating expense increased primarily due to increased repairs
and maintenance and an increase in amortization of leasing commissions at the
Registrant's Butler Square Center property. Depreciation expense increased
due to significant tenant improvements at the Registrant's Butler Square
Center property. General and administrative expenses remained relatively
constant.
1994 Compared to 1993
Operating results declined by $1,438,000 for the year ended December 31,
1994, as compared to 1993, primarily due to the Registrant's $1,500,000
allocated portion of the provision for impairment of value recorded on
their Coral Palm Plaza unconsolidated joint venture.
Revenues decreased by $1,375,000 due to an increase in equity loss from
unconsolidated joint ventures' operations of $1,352,000, and decreases in
rental income of $19,000 and interest income of $4,000. Loss in
unconsolidated joint venture operations increased due to the Registrant's
$1,500,000 allocated portion of the provision for impairment of value
recorded on their Coral Palm Plaza joint venture property. The loss was
slightly offset by improved operations due to higher occupancy at the
Registrant's Minneapolis Business Parks Alpha Business Center and
Plymouth Service Center joint venture properties. Rental income declined
due to a decrease in rental rates at the Registrant's Kenilworth Commons
and Plantation Pointe Shopping Centers which was offset by an increase in
occupancy at the Registrant's Butler Square Center property. Interest
income declined due to a decrease in average working capital reserves
available for investment.
Expenses increased by $63,000 for the year ended December 31, 1994,
as compared to 1993, due to increases in general and administrative expenses
of $54,000, operating expenses of $3,000 and depreciation expense of $6,000.
General and administrative expenses increased due to additional costs
associated with the management transition. Operating expenses increased
due to an increase in repairs and maintenance at the Registrant's Butler
Square property, which was only partially offset by a decrease in
repairs and maintenance at the Registrant's Plantation Pointe
property. Depreciation expense increased slightly due to the effect of fixed
asset additions.
Unconsolidated Joint Ventures
During 1995, 1994 and 1993, the Registrant was allocated its equity
income (loss) in the operations of, and received cash distributions from,
the unconsolidated joint ventures. The financial statements for the
unconsolidated joint ventures are presented in "Item 8, Financial Statements
and Supplementary Data". A discussion of their Results of Operations
follows:
Equity income from unconsolidated joint ventures' operations increased
$1,752,000 in 1995, as compared to 1994, primarily due to the recognition of
the termination payment accepted from a major tenant at the Registrant's
Coral Palm Plaza property and the provision for impairment recognized in
1994. Revenues at Minneapolis Business Parks Joint Venture properties
increased due to an increase in occupancy at the joint venture's Alpha
Business Center and Westpoint Business Center properties and an increase in
rental rates at all of the Registrant's Minneapolis Business Park Joint
Venture properties, which was only slightly offset by a decrease in
occupancy at the Registrant's Plymouth Service Center property. Expenses
increased at all of the Registrant's Minneapolis Business Park Joint
Venture properties due to an increase in repairs and maintenance.
Equity income from unconsolidated joint ventures' operations declined
$1,352,000 in 1994, as compared to 1993, due to the Registrant's $1,500,000
allocated portion of the provision for impairment of value recorded in 1994
on the Registrant's Coral Palm Plaza property. The provision for
impairment was recognized due to the loss of a tenant who occupied
approximately 20% of the space. Revenues at Coral Palm Plaza increased due
to an increase in average occupancy prior to the tenant vacating. Expenses
decreased due to a decline in real estate taxes. Revenues at
Minneapolis Business Parks joint venture properties increased due to an
increase in occupancy at the joint venture's Alpha Business Center and
Plymouth Service Center properties and an increase in rental rates at all
of the Registrant's Minneapolis Business Park Joint Venture properties.
Expenses declined at all of the Registrant's Minneapolis Business Park
Joint Venture properties due to a decrease in real estate taxes.
Item 8. Financial Statements and Supplementary Data.
CENTURY PENSION INCOME FUND XXIV,
A California Limited Partnership
FINANCIAL STATEMENTS
YEAR ENDED DECEMBER 31, 1995
INDEX
Page
Independent Auditors' Reports.............................................................................................F - 2
Financial Statements:
Balance Sheets at December 31, 1995 and 1994.........................................................................F - 4
Statements of Operations for the Years Ended December 31, 1995, 1994 and 1993........................................F - 5
Statements of Partners' Equity for the Years Ended
December 31, 1995, 1994 and 1993..................................................................................F - 6
Statements of Cash Flows for the Years Ended December 31, 1995, 1994 and 1993........................................F - 7
Notes to Financial Statements........................................................................................F - 8
Financial Statement Schedule:
Schedule III - Real Estate and Accumulated Depreciation at December 31, 1995..................................F - 15
CORAL PALM PLAZA JOINT VENTURE
Independent Auditors' Reports.............................................................................................F - 17
Financial Statements:
Balance Sheets at December 31, 1995 and 1994.........................................................................F - 19
Statements of Operations for the Years Ended December 31, 1995, 1994 and 1993........................................F - 20
Statements of Partners' Equity for the Years Ended
December 31, 1995, 1994 and 1993..................................................................................F - 21
Statements of Cash Flows for the Years Ended December 31, 1995, 1994 and 1993........................................F - 22
Notes to Financial Statements........................................................................................F - 23
Financial Statement Schedule:
Schedule III - Real Estate and Accumulated Depreciation at December 31, 1995..................................F - 27
MINNEAPOLIS BUSINESS PARKS JOINT VENTURE
Independent Auditors' Reports.............................................................................................F - 29
Financial Statements:
Balance Sheets at December 31, 1995 and 1994.........................................................................F - 31
Statements of Operations for the Years Ended December 31, 1995, 1994 and 1993........................................F - 32
Statements of Partners' Equity for the Years Ended
December 31, 1995, 1994 and 1993..................................................................................F - 33
Statements of Cash Flows for the Years Ended December 31, 1995, 1994 and 1993........................................F - 34
Notes to Financial Statements........................................................................................F - 35
Financial Statement Schedule:
Schedule III - Real Estate and Accumulated Depreciation at December 31, 1995..................................F - 38
Financial statement schedules not included have been omitted because of
the absence of conditions under which they are required or because the
information is included elsewhere in financial statements.
To the Partners
Century Pension Income Fund XXIV,
A California Limited Partnership
Greenville, South Carolina
Independent Auditors' Report
We have audited the accompanying balance sheets of Century Pension Income Fund
XXIV, A California Limited Partnership (the "Partnership") as of December 31,
1995 and 1994, and the related statements of operations, partners' equity and
cash flows for the years then ended. Our audits also included the additional
information supplied pursuant to Item 14(a)(2). These financial statements are
the responsibility of the Partnership's management. Our responsibility is to
express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Century Pension Income Fund
XXIV, A California Limited Partnership as of December 31, 1995 and 1994, and the
results of its operations and its cash flows for the years then ended in
conformity with generally accepted accounting principles. Also in our opinion,
the related financial statement schedule, when considered in relation to the
basic financial statements taken as a whole, presents fairly, in all material
respects, the information set forth therein.
Imowitz Koenig & Co., LLP
Certified Public Accountants
New York, N.Y.
February 20, 1996
INDEPENDENT AUDITORS' REPORT
Century Pension Income Fund XXIV, a California Limited Partnership:
We have audited the accompanying statements of operations, partners' equity and
cash flows of Century Pension Income Fund XXIV, a California limited partnership
(the "Partnership") for the year ended December 31, 1993. These financial
statements are the responsibility of the Partnership's management. Our
responsibility is to express an opinion on these financial statements based on
our audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
In our opinion, such financial statements present fairly, in all material
respects, the results of operations and cash flows of the Partnership for the
year ended December 31, 1993 in conformity with generally accepted accounting
principles.
DELOITTE & TOUCHE LLP
San Francisco, California
March 18, 1994
CENTURY PENSION INCOME FUND XXIV,
A California Limited Partnership
BALANCE SHEETS
DECEMBER 31,
-------------------------
1995 1994
---------- ----------
ASSETS
Cash and cash equivalents $2,190,000 $2,038,000
Receivables and other assets 206,000 185,000
Investments in unconsolidated
joint ventures 7,383,000 7,681,000
Real Estate:
Real estate 17,737,000 17,324,000
Accumulated depreciation (3,226,000) (2,764,000)
----------- -----------
Real estate, net 14,511,000 14,560,000
Deferred leasing commissions, net 134,000 102,000
----------- -----------
Total assets $24,424,000 $24,566,000
=========== ===========
LIABILITIES AND PARTNERS' EQUITY
Accrued expenses and other
liabilities $ 106,000 $ 154,000
----------- -----------
Total liabilities 106,000 154,000
----------- -----------
Contingencies
Partners' equity (deficit):
General partner -- (20,000)
Limited partners (73,341 units
outstanding at December 31, 1995
and 1994) 24,318,000 24,432,000
Total partners' equity 24,318,000 24,412,000
----------- -----------
Total liabilities and
partners' equity $24,424,000 $24,566,000
=========== ===========
See notes to financial statements.
CENTURY PENSION INCOME FUND XXIV,
A California Limited Partnership
STATEMENTS OF OPERATIONS
YEARS ENDED DECEMBER 31,
---------------------------------------
1995 1994 1993
---------- ---------- ----------
Revenues:
Rental $1,915,000 $1,689,000 $1,708,000
Interest income 97,000 78,000 82,000
Equity (loss) in
unconsolidated joint
ventures' operations 507,000 (1,245,000) 107,000
---------- ---------- ----------
Total revenues 2,519,000 522,000 1,897,000
Expenses (including $236,000,
$221,000 and $154,000 paid
to the general partner and
affiliates in 1995, 1994
and 1993):
General and administrative 507,000 497,000 443,000
Operating 533,000 457,000 454,000
Depreciation 462,000 439,000 433,000
---------- ---------- ----------
Total expenses 1,502,000 1,393,000 1,330,000
---------- ---------- ----------
Net income (loss) $1,017,000 $ (871,000) $ 567,000
========== ========== ==========
Net income (loss) per
limited partnership
assignee unit $ 13.44 $ (11.75) $ 7.54
========== ========== ==========
Cash distributions per
limited partnership
assignee unit $ 15.00 $ 15.00 $ 18.75
========== ========== ==========
See notes to financial statements.
CENTURY PENSION INCOME FUND XXIV,
A California Limited Partnership
STATEMENTS OF PARTNERS' EQUITY
YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
General Limited Total
partner's partners' partners'
(deficit) equity equity
--------- ----------- -----------
Balance - January 1, 1993 $ -- $27,216,000 $27,216,000
Net income 14,000 553,000 567,000
Cash distributions (14,000) (1,375,000) (1,389,000)
--------- ----------- -----------
Balance - December 31, 1993 -- 26,394,000 26,394,000
Net (loss) (9,000) (862,000) (871,000)
Cash distributions (11,000) (1,100,000) (1,111,000)
--------- ----------- -----------
Balance - December 31, 1994 (20,000) 24,432,000 24,412,000
Net income 31,000 986,000 1,017,000
Cash distributions (11,000) (1,100,000) (1,111,000)
--------- ----------- -----------
Balance - December 31, 1995 $ -- $24,318,000 $24,318,000
========= =========== ===========
See notes to financial statements.
CENTURY PENSION INCOME FUND XXIV,
A California Limited Partnership
STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31,
------------------------------------
1995 1994 1993
---------- ---------- ----------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) $1,017,000 $ (871,000) $ 567,000
Adjustments to reconcile
net income (loss) to net cash
provided by operating activities:
Depreciation and amortization 500,000 459,000 447,000
Equity (income) loss in
unconsolidated joint
ventures' operations (507,000) 1,245,000 (107,000)
Deferred leasing commissions paid (70,000) (93,000) (19,000)
Provision for doubtful receivables -- 1,000 --
Changes in operating assets
and liabilities:
Receivables and other assets (21,000) 2,000 (18,000)
Accrued expenses and
other liabilities (48,000) (3,000) (13,000)
---------- ---------- ----------
Net cash provided by
operating activities 871,000 740,000 857,000
---------- ---------- ----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Additions to real estate (413,000) (60,000) (9,000)
Unconsolidated joint
ventures distributions received 805,000 150,000 201,000
Purchase of cash investments -- -- (2,073,000)
Proceeds from cash investments -- 1,283,000 2,757,000
---------- ---------- ----------
Net cash provided by
investing activities 392,000 1,373,000 876,000
---------- ---------- ----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Cash distributions to partners (1,111,000) (1,111,000) (1,389,000)
---------- ---------- ----------
Cash used in financing activities (1,111,000) (1,111,000) (1,389,000)
---------- ---------- ----------
Increase in Cash and Cash Equivalents 152,000 1,002,000 344,000
Cash and Cash Equivalents
at Beginning of Year 2,038,000 1,036,000 692,000
---------- ---------- ----------
Cash and Cash Equivalents
at End of Year $2,190,000 $2,038,000 $1,036,000
========== ========== ==========
See notes to financial statements.
CENTURY PENSION INCOME FUND XXIV,
A California Limited Partnership
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization
Century Pension Income Fund XXIV (the "Partnership") is a limited
partnership organized in 1984 under the laws of the State of
California to acquire, manage and ultimately sell income-producing
real estate. The Partnership currently owns three shopping centers
located in South Carolina, North Carolina and Georgia. The
Partnership also holds joint venture interests in a shopping center
in Florida and in three business parks in Minnesota. The general
partner is Fox Partners VI, a California general partnership, whose
general partners are Fox Capital Management Corporation ("FCMC"), a
California corporation and Fox Realty Investors ("FRI"), a California
general partnership. The capital contributions of $36,670,500 ($500
per assignee unit) were made by Limited Partnership Assignee Unit
Holders.
On December 6, 1993, the shareholders of FCMC entered into a Voting
Trust Agreement with NPI Equity Investments II, Inc. ("NPI Equity"
or the "Managing General Partner") pursuant to which NPI Equity was
granted the right to vote 100 percent of the outstanding stock of FCMC
and NPI Equity became the managing general partner of FRI. As a result,
NPI Equity became responsible for the operation and management of the
business and affairs of the Partnership and the other investment
partnerships originally sponsored by FCMC and/or FRI. NPI Equity is a
wholly-owned subsidiary of National Property Investors, Inc. ("NPI,
Inc."). The shareholders of FCMC and the partners in FRI retain
indirect economic interests in the Partnership and such other
investment limited partnerships, but have ceased to be responsible
for the operation and management of the Partnership and such other
partnerships.
On January 19, 1996, the stockholders of NPI, Inc. sold all of the
issued and outstanding stock of NPI, Inc. to an affiliate of
Insignia Financial Group, Inc. ("Insignia").
Basis of Presentation
The Partnership's investments in unconsolidated joint ventures are
accounted for under the equity method of accounting.
Distributions
Cash distributions from operations were made at annualized rates of 3.0
percent, 3.0 percent and 3.8 percent for 1995, 1994 and 1993,
respectively.
Use of Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates
and assumptions that affect the amounts reported in the financial
statements and accompanying notes. Actual results could differ from
those estimates.
CENTURY PENSION INCOME FUND XXIV,
A California Limited Partnership
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Cash and Cash Equivalents
The Partnership considers all highly liquid investments with an
original maturity of three months or less at the time of purchase to be
cash equivalents.
Concentration of Credit Risk
The Partnership maintains cash balances at institutions insured up to
$100,000 by the Federal Deposit Insurance Corporation. Balances in
excess of $100,000 are usually invested in money market accounts and
repurchase agreements, which are collateralized by United States
Treasury obligations. Cash balances exceeded these insured levels
during the year. At December 31, 1995, the Partnership had $671,000
invested in overnight repurchase agreements, secured by United States
Treasury obligations, which are included in cash and cash equivalents.
Real Estate
Real estate is stated at cost. Acquisition fees are capitalized as
a cost of real estate. In 1995, the Partnership adopted SFAS No.
121, "Accounting for the Impairment of Long-Lived Assets and for
Long-Lived Assets to be Disposed Of ", which requires impairment
losses to be recognized for long-lived assets used in operations
when indicators of impairment are present and the undiscounted cash
flows are not sufficient to recover the asset's carrying amount. The
impairment loss is measured by comparing the fair value of the asset to
its carrying amount. The adoption of the SFAS had no effect on
the Partnership's financial statements.
Depreciation
Depreciation is computed by the straight-line method over estimated
useful lives ranging from 30 to 39 years for buildings and
improvements and six years for furnishings.
Deferred Leasing Commissions
Leasing commissions are deferred and amortized over the lives of the
related leases. At December 31, 1995 and 1994, accumulated
amortization of deferred leasing commissions totaled $72,000 and
$41,000, respectively.
CENTURY PENSION INCOME FUND XXIV,
A California Limited Partnership
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Net Income (Loss) Per Limited Partnership Assignee Unit
Net income (loss) per limited partnership assignee unit is computed by
dividing the net income (loss) allocated to the unit holders by 73,341
units outstanding.
Income Taxes
Taxable income or loss of the Partnership is reported in the income
tax returns of its partners. Accordingly, no provision for income
taxes is made in the financial statements of the Partnership.
Reclassification
Certain amounts have been reclassified to conform to the 1995
presentation.
2. TRANSACTIONS WITH THE GENERAL PARTNER AND AFFILIATES
In accordance with the Partnership Agreement, the Partnership may be
charged by the general partner and affiliates for services provided to
the Partnership. From March 1988 to December 1992, such amounts were
assigned pursuant to a services agreement by the general partner and
affiliates to Metric Realty Services, L.P. ("MRS"), which performed
partnership management and other services for the Partnership.
On January 1, 1993, Metric Management, Inc. ("MMI") successor to MRS,
a company which is not affiliated with the general partner, commenced
providing certain property and portfolio management services to the
Partnership under a new services agreement. As provided in the new
services agreement effective January 1, 1993, no reimbursements
were made to the general partner and affiliates after December 31,
1992. Subsequent to December 31, 1992, reimbursements were made to
MMI. On December 16, 1993, the services agreement with MMI was modified
and, as a result thereof, NPI Equity began directly providing cash
management and other Partnership services on various dates commencing
December 23, 1993 (see Notes 1 and 7). In accordance with the
partnership agreement, the general partner is entitled to receive a
partnership management fee in an amount equal to 10 percent of cash
available for distribution. Related party expenses for the years
ended December 31, 1995, 1994 and 1993 were as follows:
CENTURY PENSION INCOME FUND XXIV,
A California Limited Partnership
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
2. TRANSACTIONS WITH THE GENERAL PARTNER AND AFFILIATES (Continued)
1995 1994 1993
--------- --------- ---------
Partnership management fees $ 123,000 $ 123,000 $ 154,000
Real estate tax reduction fees 16,000 10,000 -
Reimbursement of expenses:
Partnership accounting and
investor services 97,000 88,000 -
--------- --------- ---------
Total $ 236,000 $ 221,000 $ 154,000
========= ========= =========
Property management fees and real estate tax reduction fees are
included in operating expenses. Partnership management fees and
reimbursed expenses are primarily included in general and
administrative expenses.
In accordance with the partnership agreement, the general partner was
allocated its one percent continuing interest in the Partnership's net
loss and taxable loss and cash distributions. Net income and taxable
income have been allocated to the general partner in an amount equal
to the amount of cash distributions received by the general partner.
3. 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") 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.
CENTURY PENSION INCOME FUND XXIV,
A California Limited Partnership
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
3. INVESTMENTS IN UNCONSOLIDATED JOINT VENTURES (Continued)
Separate audited financial statements for the above joint ventures are
included in this Item 8.
4. REAL ESTATE
Real estate, at December 31, 1995 and 1994, is summarized as follows:
1995 1994
----------- -----------
Land $ 4,410,000 $ 4,410,000
Buildings, improvements and
furnishings 13,327,000 12,914,000
----------- -----------
Total 17,737,000 17,324,000
Accumulated depreciation (3,226,000) (2,764,000)
----------- -----------
Real estate, net $14,511,000 $14,560,000
=========== ===========
5. MINIMUM FUTURE RENTAL REVENUES
Minimum future rental revenues from operating leases having
non-cancelable lease terms in excess of one year at December 31, 1995,
are as follows:
1996 $ 1,581,000
1997 1,415,000
1998 1,239,000
1999 1,054,000
2000 862,000
Thereafter 6,098,000
-----------
Total $12,249,000
===========
The Partnership had one tenant at each of its properties whose rental
revenue was in excess of 10% of total Partnership rental revenue. At
December 31, 1995, 1994 and 1993, the percentages were as follows:
CENTURY PENSION INCOME FUND XXIV,
A California Limited Partnership
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
5. MINIMUM FUTURE RENTAL REVENUES (Continued)
Percentage of Total Rental Revenue
----------------------------------
1995 1994 1993
-------- -------- ---------
Butler Square Center 18% 15 % 13 %
Kenilworth Commons Shopping Center 15% 18 % 14 %
Plantation Pointe Shopping Center 18% 20 % 18 %
Amortization of leasing commissions totaled $38,000, $20,000 and
$14,000 in 1995, 1994 and 1993, respectively.
6. RECONCILIATION TO INCOME TAX METHOD OF ACCOUNTING
The differences between the accrual method of accounting for income tax
reporting and the accrual method of accounting used in the financial
statements are as follows:
1995 1994 1993
---------- ----------- ------------
Net income (loss) - financial statements $1,017,000 $ (871,000) $ 567,000
Differences resulted from:
Depreciation 130,000 114,000 110,000
Equity in unconsolidated joint ventures' operations (178,000) 1,819,000 104,000
Other (2,000) 3,000 -
---------- ----------- -----------
Net income - income tax method $ 967,000 $ 1,065,000 $ 781,000
========== =========== ============
Taxable income per limited partnership assignee unit
after giving effect to the allocation to the general
partner $ 13 $ 14 $ 11
============ ============ ============
Partners' equity - financial statements $ 24,318,000 $ 24,412,000 $ 26,394,000
Differences resulted from:
Sales commissions 3,050,000 3,050,000 3,050,000
Organization expenses 2,452,000 2,452,000 2,452,000
Depreciation 829,000 699,000 585,000
Payments credited to rental properties 112,000 112,000 112,000
Equity in unconsolidated joint ventures' operations 3,550,000 3,728,000 1,909,000
Other (6,000) (4,000) (7,000)
----------- ------------ -----------
Partners' equity - income tax method $34,305,000 $ 34,449,000 $34,495,000
=========== ============ ===========
CENTURY PENSION INCOME FUND XXIV,
A California Limited Partnership
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
7. SUBSEQUENT EVENTS
On January 19, 1996, the stockholders of NPI, Inc. sold all of
the issued and outstanding stock of NPI, Inc. to an affiliate of
Insignia. As a result of the transaction, the Managing General
Partner of the Partnership is controlled by Insignia. Insignia
affiliates now provide property and asset management services to the
Partnership, maintain its books and records and oversee its operations.
SCHEDULE III
CENTURY PENSION INCOME FUND XXIV,
A California Limited Partnership
REAL ESTATE AND ACCUMULATED DEPRECIATION
DECEMBER 31, 1995
COLUMN COLUMN COLUMN COLUMN COLUMN COLUMN COLUMN COLUMN COLUMN
A B C D E F G H I
Cost Capitalized Gross Amount at
Initial Cost Subsequent Which Carried at
to Partnership to Acquisition Close of Period(1)
-------------- -------------- --------------------
Life
on which
Deprecia-
Accumu- Year tion is
Buildings Buildings lated of Date computed
and and Deprecia- Con- of in latest
Encum- Improve- Improve- Carrying Improve- tion struc- Acqui- statement of
Description brances Land ments ments Costs Land ments Total (2) (3) tion sition operations
- ----------- ------- ------ -------- -------- -------- ------ --------- --------- --------- ------- -------- -------------
(Amounts in thousands)
Butler Square Center
Mauldin, South
Carolina $ - $ 873 $ 5,396 $466 $ (55) $ 866 $ 5,814 $ 6,680 $1,466 1987 1/88 30 to 39 yrs.
Kenilworth Commons
Shopping Center
Charlotte, North
Carolina - 1,701 2,895 13 (57) 1,679 2,873 4,552 707 1988 8/88 30 to 39 yrs.
Plantation Pointe
Shopping Center
Smyrna, Georgia - 1,865 4,563 77 - 1,865 4,640 6,505 1,053 1988 4/89 6 to 39 yrs.
- ----------- -------- ------- --------- -------- ------ ------ -- ---- ------ ------- ------ ------- ------------
TOTAL $ - $4,439 $12,854 $556 $(112) $4,410 $13,327 $17,737 $3,226
=========== ======== ======= ========= ======== ====== ====== ======= ======= =====
See accompanying notes.
SCHEDULE III
CENTURY PENSION INCOME FUND XXIV,
A California Limited Partnership
REAL ESTATE AND ACCUMULATED DEPRECIATION
DECEMBER 31, 1995
NOTES:
(1) The aggregate cost for Federal income tax
purposes is $17,849,000.
(2) Balance, January 1, 1993 $17,255,000
Improvements capitalized subsequent to acquisition 9,000
-----------
Balance, December 31, 1993 17,264,000
Improvements capitalized subsequent to acquisition 60,000
-----------
Balance, December 31, 1994 17,324,000
Improvements capitalized subsequent to acquisition 413,000
-----------
Balance, December 31, 1995 $17,737,000
===========
(3) Balance, January 1, 1993 $1,892,000
Additions charged to expense 433,000
----------
Balance, December 31, 1993 2,325,000
Additions charged to expense 439,000
----------
Balance, December 31, 1994 2,764,000
Additions charged to expense 462,000
----------
Balance, December 31, 1995 $3,226,000
==========
To the Partners
Coral Palm Plaza Joint Venture
Greenville, South Carolina
Independent Auditors' Report
We have audited the accompanying balance sheets of Coral Palm Plaza Joint
Venture (the "Partnership") as of December 31, 1995 and 1994, and the
related statements of operations, partners' equity and cash flows for the
years then ended. Our audits also included the additional information
supplied pursuant to Item 14(a)(2). These financial statements are the
responsibility of the Partnership's management. Our responsibility is to
express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Coral Palm Plaza Joint
Venture as of December 31, 1995 and 1994, and the results of its operations
and its cash flows for the years then ended in conformity with generally
accepted accounting principles. Also in our opinion, the related financial
statement schedule, when considered in relation to the basic financial
statements taken as a whole, presents fairly, in all material respects, the
information set forth therein.
Imowitz Koenig & Co., LLP
Certified Public Accountants
New York, N.Y.
February 20, 1996
INDEPENDENT AUDITORS' REPORT
Coral Palm Plaza Joint Venture:
We have audited the accompanying statements of operations, partners' equity and
cash flows of Coral Palm Plaza Joint Venture (the "Partnership") for the year
ended December 31, 1993. These financial statements are the responsibility of
the Partnership's management. Our responsibility is to express an opinion on
these financial statements based on our audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
In our opinion, such financial statements present fairly, in all material
respects, the results of operations and cash flows of the Partnership for the
year ended December 31, 1993 in conformity with generally accepted accounting
principles.
DELOITTE & TOUCHE LLP
San Francisco, California
March 18, 1994
CORAL PALM PLAZA JOINT VENTURE
BALANCE SHEETS
DECEMBER 31,
---------------------
1995 1994
----------- -----------
ASSETS
Cash and cash equivalents $ 263,000 $ 239,000
Receivables and other assets 270,000 881,000
Real Estate:
Real estate 16,140,000 16,065,000
Accumulated depreciation (3,046,000) (2,829,000)
Allowance for impairment of value (7,091,000) (7,091,000)
----------- -----------
Real estate, net 6,003,000 6,145,000
Deferred leasing commissions, net 154,000 87,000
----------- -----------
Total assets $ 6,690,000 $ 7,352,000
=========== ===========
LIABILITIES AND PARTNERS' EQUITY
Unearned revenue and other liabilities $ 345,000 $ 844,000
----------- -----------
Total liabilities 345,000 844,000
----------- -----------
Contingencies
Partners' equity:
Century Pension Income Fund XXIII 4,231,000 4,339,000
Century Pension Income Fund XXIV 2,114,000 2,169,000
----------- -----------
Total partners' equity 6,345,000 6,508,000
----------- -----------
Total liabilities and partners' equity $ 6,690,000 $ 7,352,000
=========== ===========
See notes to financial statements.
CORAL PALM PLAZA JOINT VENTURE
STATEMENTS OF OPERATIONS
YEARS ENDED DECEMBER 31,
-----------------------------
1995 1994 1993
--------- ----------- ----------
Revenues:
Rental $ 939,000 $ 1,084,000 $1,003,000
Interest and other income 717,000 6,000 5,000
---------- ----------- ----------
Total revenues 1,656,000 1,090,000 1,008,000
---------- ----------- ----------
Expenses:
Provision for impairment of value - 4,500,000 -
Operating 625,000 573,000 619,000
Depreciation 217,000 351,000 333,000
General and administrative 11,000 15,000 10,000
---------- ----------- ----------
Total expenses 853,000 5,439,000 962,000
---------- ----------- ----------
Net income (loss) $ 803,000 $(4,349,000) $ 46,000
========== =========== ==========
See notes to financial statements.
CORAL PALM PLAZA JOINT VENTURE
STATEMENTS OF PARTNERS' EQUITY
YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
Century Century
Pension Pension
Income Income
Fund XXIII Fund XXIV Total
---------- --------- -----
Balance - January 1, 1993 $ 7,623,000 $ 3,812,000 $11,435,000
Net income 31,000 15,000 46,000
Cash distributions (116,000) (58,000) (174,000)
----------- ----------- -----------
Balance - December 31, 1993 7,538,000 3,769,000 11,307,000
Net loss (2,899,000) (1,450,000) (4,349,000)
Cash distributions (300,000) (150,000) (450,000)
----------- ----------- -----------
Balance - December 31, 1994 4,339,000 2,169,000 6,508,000
Net income 535,000 268,000 803,000
Cash distributions (643,000) (323,000) (966,000)
----------- ----------- -----------
Balance - December 31, 1995 $ 4,231,000 $ 2,114,000 $ 6,345,000
============ =========== ===========
See notes to financial statements.
CORAL PALM PLAZA JOINT VENTURE
STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31,
-------------------------------
1995 1994 1993
---- ---- ----
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) $ 803,000 $(4,349,000) $ 46,000
Adjustments to reconcile net
income (loss) to net cash provided
by operating activities:
Depreciation and amortization 249,000 380,000 358,000
Deferred leasing commissions paid (99,000) (42,000) (41,000)
Provision for impairment of value - 4,500,000 -
Changes in operating assets
and liabilities:
Receivables and other assets 611,000 (621,000) (129,000)
Unearned revenue and other
liabilities (499,000) 749,000 15,000
--------- ----------- ---------
Net cash provided by operating
activities 1,065,000 617,000 249,000
--------- ----------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
Additions to real estate (75,000) (26,000) (72,000)
--------- ----------- ---------
Cash used in investing activities (75,000) (26,000) (72,000)
--------- ----------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
Joint venture partners' distributions
paid (966,000) (450,000) (174,000)
--------- ----------- ---------
Cash used in financing activities (966,000) (450,000) (174,000)
--------- ----------- ---------
Increase in Cash and Cash Equivalents 24,000 141,000 3,000
Cash and Cash Equivalents at
Beginning of Year 239,000 98,000 95,000
--------- ----------- ---------
Cash and Cash Equivalents at
End of Year $ 263,000 $ 239,000 $ 98,000
========= ========== =========
See notes to financial statements.
CORAL PALM PLAZA JOINT VENTURE
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization
Coral Palm Plaza Joint Venture (the "Partnership") is a general
partnership organized in 1987 under the laws of the state of California
to acquire Coral Palm Plaza, a shopping center located in Coral Springs,
Florida. The general partners are Century Pension Income Fund XXIII
("XXIII") and Century Pension Income Fund XXIV ("XXIV"), California
limited partnerships affiliated through their general partners.
Use of Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates
and assumptions that affect the amounts reported in the financial
statements and accompanying notes. Actual results could differ from
those estimates.
Cash and Cash Equivalents
The Partnership considers all highly liquid investments with an original
maturity date of three months or less at the time of purchase to be cash
equivalents.
Concentration of Credit Risk
The Partnership maintains cash balances at institutions insured up to
$100,000 by the Federal Deposit Insurance Corporation. Balances in
excess of $100,000 are usually invested in repurchase agreements, which
are collateralized by United States Treasury obligations. Cash balances
exceeded these insured levels during the year.
Real Estate
Real estate is stated at cost. Acquisition fees are capitalized as
a cost of real estate. In 1995, the Partnership adopted SFAS No.
121, "Accounting for the Impairment of Long-Lived Assets and for
Long-Lived Assets to be Disposed Of ", which requires impairment
losses to be recognized for long-lived assets used in operations when
indicators of impairment are present and the undiscounted cash flows
are not sufficient to recover the asset's carrying amount. The
impairment loss is measured by comparing the fair value of the asset to
its carrying amount. The adoption of the SFAS had no effect on
the Partnership's financial statements.
Depreciation
Depreciation is computed by the straight-line method over estimated
useful lives ranging from 30 to 39 years for buildings and improvements.
CORAL PALM PLAZA JOINT VENTURE
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Deferred Leasing Commissions
Leasing commissions are deferred and amortized over the lives of the
related leases, which range from one to eleven years. At December 31,
1995 and 1994, accumulated amortization of deferred leasing commissions
totaled $90,000 and $68,000, respectively,
Net Income (Loss) Allocation
Net income (loss) is allocated based on the ratio of each partner's
capital contribution to the joint venture.
Income Taxes
Taxable income or loss of the Partnership is reported in the income
tax returns of its partners. Accordingly, no provision for income
taxes is made in the financial statements of the Partnership.
2. RELATED PARTY TRANSACTIONS
During 1995 and 1994, the Partnership paid an affiliate of the general
partner a $16,000 and $10,000 fee, respectively, relating to a
successful real estate tax appeal for the joint venture. These fees
were allocated 66.67% to XXIII and 33.33% to XXIV, in accordance with
the partnership agreement.
3. REAL ESTATE
Real estate, at December 31, 1995 and 1994, is summarized as follows:
1995 1994
------------ -----------
Land $ 4,876,000 $ 4,876,000
Buildings and improvements 11,264,000 11,189,000
------------ -----------
Total 16,140,000 16,065,000
Accumulated depreciation (3,046,000) (2,829,000)
Allowance for impairment of value (7,091,000) (7,091,000)
----------- -----------
Real estate, net $ 6,003,000 $ 6,145,000
=========== ===========
CORAL PALM PLAZA JOINT VENTURE
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
4. ALLOWANCE FOR IMPAIRMENT OF VALUE
During 1994, based upon current economic conditions and projected
future operational cash flows, the Partnership determined that the
decline in value of the Coral Palm Plaza Shopping Center was other
than temporary and that recovery of its carrying value was not likely.
Accordingly, the property's carrying value was reduced by $4,500,000
to an amount equal to its estimated fair value. Due to the current
real estate market, it is reasonably possible that the Partnership's
estimate of fair value will change within the next year.
5. TERMINATION AGREEMENT WITH FORMER TENANT
In December 1994, the Partnership accepted a lease buy-out of
$800,000 from a significant tenant that had occupied 27,000 square
feet. The payment was received in 1995. During 1995, management
re-leased all of the unoccupied space, on similar terms, and
recognized the remaining portion of the lease buy-out in the amount of
$699,000 as other income.
In October 1995, the Partnership accepted a lease buy-out and
termination agreement with a former tenant at the Partnership's
property. The $300,000 termination payment, has been deferred and is
being amortized into income on a straight-line basis over the remaining
three years of the former tenant's lease.
6. MINIMUM FUTURE RENTAL REVENUES
Minimum future rental revenues from operating leases having
non-cancelable lease terms in excess of one year at December 31, 1995,
are as follows:
1996 $ 744,000
1997 782,000
1998 697,000
1999 576,000
2000 482,000
Thereafter 1,018,000
----------
Total $4,299,000
==========
Rental revenue from one tenant was 20 percent, 22 percent and 20
percent of total rental revenues in 1995, 1994 and 1993,
respectively. Rental revenue from another tenant was 19 percent, 13
percent and 10 percent of total rental revenues in 1995, 1994 and 1993,
respectively.
CORAL PALM PLAZA JOINT VENTURE
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
6. MINIMUM FUTURE RENTAL REVENUES (Continued)
Rental revenues included percentage and other contingent rentals of
$59,000, $40,000 and $52,000 in 1995, 1994 and 1993, respectively.
Amortization of deferred leasing commissions totaled $32,000, $29,000
and $25,000 for the years ended December 31, 1995, 1994 and 1993,
respectively.
SCHEDULE III
CORAL PALM PLAZA JOINT VENTURE
REAL ESTATE AND ACCUMULATED DEPRECIATION
DECEMBER 31, 1995
COLUMN COLUMN COLUMN COLUMN COLUMN COLUMN COLUMN COLUMN COLUMN
A B C D E F G H I
Cost Capitalized Gross Amount at
Initial Cost Subsequent Which Carried at
to Partnership to Acquisition Close of Period(1)
-------------- ---------------- --------------------
Accumu- Life
lated on which
Deprecia- Deprecia-
tion Year tion is
Buildings Buildings and Provision of Date computed
and and for Impair- Con- of in latest
Encum- Improve- Improve- Carrying Improve- Total ment struc- Acqui- statement of
Description brances Land ments ments Costs Land ments (2) (3) tion sition operations
- ----------- -------- ------ --------- -------- -------- ------ --------- ------- ------------- ------ ------- ------------
(Amounts in thousands)
Coral Palm Plaza
Coral Springs,
Florida $ - $5,009 $11,046 $512 $(427) $4,876 $11,264 $16,140 $10,137 1985 1/87 30-39 Yrs.
=========== ======== ====== ========= ======== ======== ====== ========= ======= =============
See accompanying notes.
SCHEDULE III
CORAL PALM PLAZA JOINT VENTURE
REAL ESTATE AND ACCUMULATED DEPRECIATION
DECEMBER 31, 1995
NOTES:
(1) The aggregate cost for Federal income tax
purposes is $16,568,000.
(2) Balance, January 1, 1993 $15,967,000
Improvements capitalized subsequent to acquisition 72,000
-----------
Balance, December 31, 1993 16,039,000
Improvements capitalized subsequent to acquisition 26,000
-----------
Balance, December 31, 1994 16,065,000
Improvements capitalized subsequent to acquisition 75,000
-----------
Balance, December 31, 1995 $16,140,000
===========
(3) Balance, January 1, 1993 $ 4,736,000
Additions charged to expense 333,000
----------
Balance, December 31, 1993 5,069,000
Additions charged to expense 351,000
Provision for impairment of value 4,500,000
---------
Balance, December 31, 1994 9,920,000
Additions charged to expense 217,000
----------
Balance, December 31, 1995 $10,137,000
===========
To the Partners
Minneapolis Business Parks Joint Venture
Greenville, South Carolina
Independent Auditors' Report
We have audited the accompanying balance sheets of Minneapolis Business Parks
Joint Venture (the "Partnership") as of December 31, 1995 and 1994, and the
related statements of operations, partners' equity and cash flows for the
years then ended. Our audits also included the additional information
supplied pursuant to Item 14(a)(2). These financial statements are the
responsibility of the Partnership's management. Our responsibility is to
express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audits to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Minneapolis Business Parks
Joint Venture as of December 31, 1995 and 1994, and the results of its
operations and its cash flows for the years then ended in conformity with
generally accepted accounting principles. Also in our opinion, the related
financial statement schedule, when considered in relation to the basic
financial statements taken as a whole, presents fairly, in all material
respects, the information set forth therein.
Imowitz Koenig & Co., LLP
Certified Public Accountants
New York, N.Y.
February 20, 1996
INDEPENDENT AUDITORS' REPORT
Minneapolis Business Parks Joint Venture:
We have audited the accompanying statements of operations, partners' equity and
cash flows of Minneapolis Business Parks Joint Venture (the "Partnership") for
the year ended December 31, 1993. These financial statements are the
responsibility of the Partnership's management. Our responsibility is to express
an opinion on these financial statements based on our audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
In our opinion, such financial statements present fairly, in all material
respects, the results of operations and cash flows of the Partnership for the
year ended December 31, 1993 in conformity with generally accepted accounting
principles.
DELOITTE & TOUCHE LLP
San Francisco, California
March 18, 1994
MINNEAPOLIS BUSINESS PARKS JOINT VENTURE
BALANCE SHEETS
DECEMBER 31,
---------------------------
1995 1994
------------ ------------
ASSETS
Cash and cash equivalents $ 159,000 $ 648,000
Other assets 193,000 134,000
Real Estate:
Real estate 20,467,000 20,214,000
Accumulated depreciation (4,603,000) (3,999,000)
------------ ------------
Real estate, net 15,864,000 16,215,000
Deferred leasing commissions, net 243,000 214,000
------------ ------------
Total assets $ 16,459,000 $ 17,211,000
============ ============
LIABILITIES AND PARTNERS' EQUITY
Accrued expenses and other liabilities $ 157,000 $ 151,000
------------ ------------
Total liabilities 157,000 151,000
------------ ------------
Contingencies
Partners' equity:
Century Pension Income Fund XXIII 11,033,000 11,548,000
Century Pension Income Fund XXIV 5,269,000 5,512,000
------------ ------------
Total partners' equity 16,302,000 17,060,000
------------ ------------
Total liabilities and partners' equity $ 16,459,000 $ 17,211,000
============ ============
See notes to financial statements.
MINNEAPOLIS BUSINESS PARKS JOINT VENTURE
STATEMENTS OF OPERATIONS
YEARS ENDED DECEMBER 31,
--------------------------------------
1995 1994 1993
---------- ---------- ----------
Revenues:
Rental $2,833,000 $2,648,000 $2,361,000
Interest and other income 48,000 18,000 8,000
---------- ---------- ----------
Total revenues 2,881,000 2,666,000 2,369,000
---------- ---------- ----------
Expenses
Operating 1,521,000 1,402,000 1,470,000
Depreciation 604,000 613,000 592,000
General and administrative 8,000 11,000 21,000
---------- ---------- ----------
Total expenses 2,133,000 2,026,000 2,083,000
---------- ---------- ----------
Net income $ 748,000 $ 640,000 $ 286,000
========== ========== ==========
See notes to financial statements.
MINNEAPOLIS BUSINESS PARKS JOINT VENTURE
STATEMENTS OF PARTNERS' EQUITY
YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
Century Century
Pension Pension
Income Income
Fund XXIII Fund XXIV Total
------------ ----------- ------------
Balance - January 1, 1993 $ 11,223,000 $ 5,358,000 $ 16,581,000
Net income 194,000 92,000 286,000
Cash distributions (304,000) (143,000) (447,000)
------------ ----------- ------------
Balance - December 31, 1993 11,113,000 5,307,000 16,420,000
Net income 435,000 205,000 640,000
------------ ----------- ------------
Balance - December 31, 1994 11,548,000 5,512,000 17,060,000
Net income 509,000 239,000 748,000
Cash distributions (1,024,000) (482,000) (1,506,000)
------------ ----------- ------------
Balance - December 31, 1995 $ 11,033,000 $ 5,269,000 $ 16,302,000
============ =========== ============
See notes to financial statements.
MINNEAPOLIS BUSINESS PARKS JOINT VENTURE
STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31,
----------------------------------
1995 1994 1993
---------- ---------- ----------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 748,000 $ 640,000 $ 286,000
Adjustments to reconcile net income to
net cash provided by operating activities:
Depreciation and amortization 683,000 685,000 681,000
Deferred leasing commissions paid (108,000) (118,000) (109,000)
Changes in operating assets and liabilities:
Other assets (59,000) (103,000) 23,000
Accrued expenses and other liabilities 6,000 8,000 (64,000)
---------- ---------- ----------
Net cash provided by operating activities 1,270,000 1,112,000 817,000
---------- ---------- ----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Additions to real estate (253,000) (560,000) (309,000)
---------- ---------- ----------
Cash used in investing activities (253,000) (560,000) (309,000)
---------- ---------- ----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Joint venture partners' distributions paid (1,506,000) - (447,000)
---------- ---------- ----------
Cash used in financing activities (1,506,000) - (447,000)
---------- ---------- ----------
(Decrease) Increase in
Cash and Cash Equivalents (489,000) 552,000 61,000
Cash and Cash Equivalents
at Beginning of Year 648,000 96,000 35,000
---------- ---------- ----------
Cash and Cash Equivalents
at End of Year $ 159,000 $ 648,000 $ 96,000
========== ========= =========
See notes to financial statements.
MINNEAPOLIS BUSINESS PARKS JOINT VENTURE
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Minneapolis Business Parks Joint Venture (the "Partnership") is a
general partnership organized in 1987 under the laws of the state of
California to acquire three business parks in Minnesota. The general
partners are Century Pension Income Fund XXIII ("XXIII") and Century
Pension Income Fund XXIV ("XXIV"), both are California limited
partnerships which are affiliated through their general partners.
Use of Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates
and assumptions that affect the amounts reported in the financial
statements and accompanying notes. Actual results could differ from
those estimates.
Cash and Cash Equivalents
The Partnership considers all highly liquid investments with an original
maturity date of three months or less at the time of purchase to be cash
equivalents.
Concentration of Credit Risk
The Partnership maintains cash balances at institutions insured up to
$100,000 by the Federal Deposit Insurance Corporation. Balances in
excess of $100,000 are usually invested in repurchase agreements, which
are collateralized by United States Treasury obligations. Cash
balances exceeded these insured levels during the year. At December 31,
1995, the Partnership had $116,000 invested in overnight repurchase
agreements, secured by United States Treasury obligations, which are
included in cash and cash equivalents.
Real Estate
Real estate is stated at cost. Acquisition fees are capitalized as a
cost of real estate. In 1995, the Partnership adopted SFAS No. 121,
"Accounting for the Impairment of Long-Lived Assets and for
Long-Lived Assets to be Disposed Of", which requires impairment
losses to be recognized for long-lived assets used in operations when
indicators of impairment are present and the undiscounted cash flows are
not sufficient to recover the asset's carrying amount. The impairment
loss is measured by comparing the fair value of the asset to its carrying
amount. The adoption of the SFAS had no effect on the Partnership's
financial statements.
Depreciation
Depreciation is computed by the straight-line method over estimated
useful lives ranging from 30 to 39 years for buildings and improvements.
MINNEAPOLIS BUSINESS PARKS JOINT VENTURE
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Deferred Leasing Commissions
Leasing commissions are deferred and amortized over the lives of the
related leases, which range from one to eight years. At December 31,
1995 and 1994, accumulated amortization of deferred costs totaled
$205,000 and $158,000, respectively.
Net Income Allocation
Net income is allocated based on the ratio of each partner's capital
contribution to the joint venture.
Income Taxes
Taxable income or loss of the Partnership is reported in the income
tax returns of its partners. Accordingly, no provision for income taxes
is made in the financial statements of the Partnership.
2. RELATED PARTY TRANSACTIONS
During 1995, the Partnership paid an affiliate of the managing general
partner of XXIII and XXIV, a $33,000 fee relating to successful real
estate tax appeals on Alpha and Westpoint Business Center joint
venture properties. These fees were allocated 68 percent to XXIII
and 32 percent to XXIV, in accordance with the partnership
agreement.
3. REAL ESTATE
Real estate, at December 31, 1995 and 1994, is summarized as follows:
1995 1994
------------- ------------
Land $ 4,523,000 $ 4,523,000
Buildings and improvements 15,944,000 15,691,000
------------- ------------
Total 20,467,000 20,214,000
Accumulated depreciation (4,603,000) (3,999,000)
------------- ------------
Real estate, net $ 15,864,000 $ 16,215,000
============= ============
MINNEAPOLIS BUSINESS PARKS JOINT VENTURE
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
4. MINIMUM FUTURE RENTAL REVENUES
Minimum future rental revenues from operating leases having
non-cancelable lease terms in excess of one year at December 31, 1995,
are as follows:
1996 $ 2,350,000
1997 1,869,000
1998 1,565,000
1999 997,000
2000 659,000
Thereafter 1,037,000
-----------
Total $ 8,477,000
===========
Amortization of deferred leasing commissions totaled $79,000, $72,000 and
$89,000 for the years ended December 31, 1995, 1994 and 1993,
respectively.
SCHEDULE III
MINNEAPOLIS BUSINESS PARKS JOINT VENTURE
REAL ESTATE AND ACCUMULATED DEPRECIATION
DECEMBER 31, 1995
COLUMN COLUMN COLUMN COLUMN COLUMN COLUMN COLUMN COLUMN COLUMN
A B C D E F G H I
Cost Capitalized Gross Amount at
Initial Cost Subsequent Which Carried at
to Partnership to Acquisition Close of Period(1)
-------------- ---------------- ----------------------
Life
on which
Deprecia-
Accumu- Year tion is
Buildings Buildings lated of Date computed
and and Deprecia- Con- of in latest
Encum- Improve- Improve- Carrying Improve- Total tion struc- Acqui- statement of
Description brances Land ments ments Costs Land ments (2) (3) tion sition operations
- ----------- ------- ------ --------- -------- -------- ------ --------- ------- --------- ------ ------- ------------
(Amounts in thousands)
Alpha Business Center
Bloomington,
Minnesota $ - $3,199 $ 6,735 $1,034 $ (611) $3,002 $ 7,355 $10,357 $2,156 1979 5/87 30-39 Yrs.
Plymouth Service Center
Plymouth, Minnesota - 475 2,306 276 (326) 419 2,312 2,731 634 1979 5/87 30-39 Yrs.
Westpoint Business Center
Plymouth, Minnesota - 1,166 5,987 622 (396) 1,102 6,277 7,379 1,813 1979 5/87 30-39 Yrs.
- ----------- ------- ------ --------- -------- ------- ------ ------- ------- ------
TOTAL $ - $4,840 $15,028 $1,932 $(1,333) $4,523 $15,944 $20,467 $4,603
======= ====== ========= ======== ======= ====== ======= ======= ======
See accompanying notes.
SCHEDULE III
MINNEAPOLIS BUSINESS PARKS JOINT VENTURE
REAL ESTATE AND ACCUMULATED DEPRECIATION
DECEMBER 31, 1995
NOTES:
(1) The aggregate cost for Federal income tax
purposes is $21,800,000.
(2) Balance, January 1, 1993 $19,345,000
Improvements capitalized subsequent to acquisition 309,000
-----------
Balance, December 31, 1993 19,654,000
Improvements capitalized subsequent to acquisition 560,000
-----------
Balance, December 31, 1994 20,214,000
Improvements capitalized subsequent to acquisition 253,000
-----------
Balance, December 31, 1995 $20,467,000
===========
(3) Balance, January 1, 1993 $2,794,000
Additions charged to expense 592,000
----------
Balance, December 31, 1993 3,386,000
Additions charged to expense 613,000
----------
Balance, December 31, 1994 3,999,000
Additions charged to expense 604,000
----------
Balance, December 31, 1995 $4,602,000
==========
Item 9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosures.
Effective April 22, 1994, the Registrant dismissed its prior
Independent Auditors, Deloitte & Touche, LLP ("Deloitte") and retained as
its new Independent Auditors, Imowitz Koenig & Company, LLP.
Deloitte's Independent Auditors' Report on the Registrant's financial
statements for the calendar year ended December 31, 1993 did not contain an
adverse opinion or a disclaimer of opinion, and were not qualified or
modified as to uncertainty, audit scope or accounting principles. The
decision to change Independent Auditors was approved by the Managing
General Partner's Directors. During the calendar year ended 1993 and
through April 22, 1994, there were no disagreements between the
Registrant and Deloitte on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope of procedure which
disagreements if not resolved to the satisfaction of Deloitte, would have
caused it to make reference to the subject matter of the disagreements in
connection with its reports.
Effective April 22, 1994, the Registrant engaged Imowitz Koenig &
Company, LLP as its Independent Auditors. The Registrant did not consult
Imowitz Koenig & Company, LLP regarding any of the matters or events
set forth in Item 304(a)(2)(i) and (ii) of Regulation S-K prior to April 22,
1994.
PART III
Item 10. Directors and Executive Officers of the Registrant.
Neither the Registrant nor Fox Partners VI ("Fox"), the general partner
of the Registrant, has any officers or directors. Fox Capital Management
Corporation (the "Managing General Partner"), the managing general
partner of Fox, manages and controls substantially all of the Registrant's
affairs and has general responsibility and ultimate authority in all matters
affecting its business. NPI Equity Investments II, Inc., which controls the
Managing General Partner, is a wholly-owned affiliate of National Property
Investors, Inc., which in turn is owned by an affiliate of Insignia (See
"Item 1, Business - Change in Control"). Insignia is a full service real
estate service organization performing property management, commercial and
retail leasing, investor services, partnership administration, mortgage
banking, and real estate investment banking services for various
entities. Insignia commenced operations in December 1990 and is the
largest manager of multifamily residential properties in the United States
and is a significant manager of commercial property. It currently
provides property and/or asset management services for over 2,000
properties. Insignia's properties consist of approximately 300,000 units of
multifamily residential housing and approximately 64 million square feet of
commercial space.
As of March 1, 1996, the names and positions held by the officers and
directors of the Managing General Partner are as follows:
Has served as a
Director and/or
Officer of the Managing
Name Positions Held General Partner since
- ---- -------------- -----------------------
William H. Jarrard, Jr. President and Director January 1996
Ronald Uretta Vice President and January 1996
Treasurer
John K. Lines, Esquire Vice President, January 1996
Secretary and Director
Thomas R. Shuler Director January 1996
Kelley M. Buechler Assistant Secretary January 1996
William H. Jarrard. Jr., age 49, has been President and a Director of
the Managing General Partner since January 1996. Mr. Jarrard has been a
Managing Director - Partnership Administration of Insignia since January 1991.
Ronald Uretta, age 40, has been Insignia's Chief Financial Officer
and Treasurer since January 1992. Since September 1990, Mr. Uretta has also
served as the Chief Financial Officer and Controller of Metropolitan Asset
Group.
John K. Lines, Esquire, age 36, has been a Director and Vice President
and Secretary of the Managing General Partner since January 1996,
Insignia's General Counsel since June 1994, and General Counsel and
Secretary since July 1994. From May 1993 until June 1994, Mr. Lines was the
Assistant General Counsel and Vice President of Ocwen Financial
Corporation, West Palm Beach, Florida. From October 1991 until May 1993,
Mr. Lines was a Senior Attorney with Banc One Corporation, Columbus, Ohio.
From May 1984 until October 1991, Mr. Lines was an attorney with Squire
Sanders & Dempsey, Columbus, Ohio.
Thomas R. Shuler, age 50, has been Managing Director - Residential
Property Management of Insignia since March 1991 and Executive Managing
Director of Insignia and President of Insignia Management Services since July
1994.
Kelley M. Buechler, age 38, has been the Assistant Secretary of the
Managing General Partner since January 1996 and Assistant Secretary of
Insignia since 1991.
No family relationships exist among any of the officers or directors of
the Managing General Partner.
Each director and officer of the Managing General Partner will hold
office until the next annual meeting of stockholders of the Managing General
Partner and until his successor is elected and qualified.
Item 11. Executive Compensation.
The Registrant is not required to and did not pay any compensation to
the officers or directors of the Managing General Partner. The Managing
General Partner does not presently pay any compensation to any of its
officers or directors. (See "Item 13, Certain Relationships and Related
Transactions.")
Item 12. Security Ownership of Certain Beneficial Owners and
Management.
There is no person known to the Registrant who owns beneficially or
of record more than five percent of the voting securities of the Registrant.
The Registrant is a limited partnership and has no officers or
directors. The Managing General Partner, as managing general partner of
Fox, has discretionary control over most of the decisions made by or for
the Registrant in accordance with the terms of the Partnership Agreement.
The directors and officers of the Managing General Partner and its
affiliates, as a group do not own any of the Registrant's voting securities.
There are no arrangements known to the Registrant, the operation of
which may, at a subsequent date, result in a change in control of the
Registrant.
Item 13. Certain Relationships and Related Transactions.
In accordance with the Registrant's partnership agreement, the
Registrant may be charged by the general partner and affiliates for services
provided to the Registrant. On January 1, 1993, Metric Management, Inc.
("MMI"), a company which is not affiliated with the general partner,
commenced providing certain property and portfolio management services to
the Registrant under a new services agreement. As provided in the new
services agreement effective January 1, 1993, no reimbursements were made
to the general partner and affiliates after December 31, 1992. Subsequent
to December 31, 1992, reimbursements were made to MMI. On December 16,
1993, the services agreement with MMI was modified and, as a result
thereof, NPI Equity II began directly providing cash management and other
partnership services on various dates commencing December 23, 1993. In
accordance with the partnership agreement, the general partner is entitled
to receive a partnership management fee in an amount equal to 10 percent of
cash available for distribution. Related party expenses for the years ended
December 31, 1995, 1994 and 1993 were as follows:
1995 1994 1993
--------- --------- ---------
Partnership management fees $ 123,000 $ 123,000 $ 154,000
Real estate tax reduction fees 16,000 10,000 -
Reimbursement of expenses:
Partnership accounting and
investor services 97,000 88,000 -
--------- --------- ---------
Total $ 236,000 $ 221,000 $ 154,000
========= ========= =========
Property management fees and real estate tax reduction fees are
included in operating expenses. Partnership management fees and reimbursed
expenses are primarily included in general and administrative expenses.
In accordance with the Registrant's partnership agreement, the
general partner was allocated its one percent continuing interest in the
Registrant's net loss and taxable loss and cash distributions. Net income
and taxable income has been allocated to the general partner in an amount
equal to the amount of cash distributions received by the general partner.
PART IV
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form
8-K.
(a)(1)(2) Financial Statements and Financial Statement Schedules:
See "Item 8" of this Form 10-K for Financial Statements of
the Registrant, Notes thereto, and Financial Statement
Schedules. (A Table of Contents to Financial Statements and
Financial Statement Schedules is included in "Item 8" and
incorporated herein by reference.)
(a)(3) Exhibits:
2. NPI, Inc. Stock Purchase Agreement, dated as of August
17, 1995, incorporated by reference to the Registrant's
Current Report on Form 8-K dated August 17, 1995.
3 4. Agreement of Limited Partnership, incorporated by reference
to Exhibit A to the Prospectus of the Registrant dated
June 9, 1986 and thereafter supplemented included in the
Registrant's Registration Statement on Form S-11
(Reg. No. 33-1261)
16. Letter dated April 27, 1994 from the Registrant's Former
Independent Auditors incorporated by reference to the
Registrant's Current Report on Form 8-K dated
April 22, 1994.
(b) Reports on Form 8-K:
None
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this Report to be signed
on its behalf by the undersigned, thereunto duly authorized this 28th day of
March, 1996.
CENTURY PENSION INCOME FUND XXIV
By: Fox Partners VI
Its General Partner
By: Fox Capital Management Corporation
Its Managing General Partner
By: William H. Jarrard, Jr.
-----------------------
William H. Jarrard, Jr.
President
Pursuant to the requirements of the Securities Exchange Act of 1934,
this Report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the date indicated.
/s/ William H. Jarrard, Jr. President and March 28, 1996
- ---------------------------
William H. Jarrard, Jr. Director
/s/ Ronald Uretta Principal Financial March 28, 1996
- -----------------
Ronald Uretta Officer and Principal
Accounting Officer
/s/ John K. Lines Director March 28, 1996
- -----------------
John K. Lines
Exhibit Index
Exhibit Page
2. NPI, Inc. Stock Purchase Agreement, dated as of (1)
August 17, 1995,
3.4 Agreement of Limited Partnership (2)
16 Letter dated April 27, 1994 from the Registrant's Former (3)
Independent Auditors
___________________
(1) Incorporated by reference to Exhibit 2 to the Registrant's Current
Report on Form 8-K dated August 17, 1995.
(2) Incorporated by reference to Exhibit A to the Prospectus of the
Registrant dated June 9, 1986 and thereafter supplemented included
in the Registrant's Registration on Form S-11 (Reg No. 33-1261).
(3) Incorporated by reference to the Registrant's Current Report on Form
8-K dated April 22, 1994.