SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 1995
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
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Commission file number 0-15710
Century Pension Income Fund XXIV,
A California Limited Partnership
(Exact name of Registrant as specified in its charter)
California 94-2984976
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
5665 Northside Drive N.W., Ste. 370, Atlanta, Georgia 30328
(Address of principal executive office) (Zip Code)
Registrant's telephone number, including area code (404) 916-9090
N/A
Former name, former address and fiscal year, if changed since last report.
Indicate by check mark whether Registrant (1) has filed all reports required to
be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X No
-----
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS:
Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 12, 13, or 15(d) of the Securities Exchange Act of 1934
subsequent to the distribution of securities under a plan confirmed by a court.
Yes No
----- -----
APPLICABLE ONLY TO CORPORATE ISSUERS: Indicate the number of shares outstanding
of each of the issuer's classes of common stock, as of the latest practicable
date .
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1 of 14
CENTURY PENSION INCOME FUND XXIV - FORM 10-Q - MARCH 31, 1995
A California Limited Partnership
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements.
Balance Sheets
March 31, December 31,
1995 1994
(Unaudited) (Audited)
Assets
Cash and cash equivalents $ 1,802,000 $ 2,038,000
Receivables and other assets 257,000 185,000
Investments in unconsolidated joint ventures 7,777,000 7,681,000
Real Estate:
Real estate 17,419,000 17,324,000
Accumulated depreciation (2,874,000) (2,764,000)
-------------- --------------
Real estate, net 14,545,000 14,560,000
Deferred leasing commissions, net 113,000 102,000
-------------- --------------
Total assets $ 24,494,000 $ 24,566,000
============== ==============
Liabilities and Partners' Equity
Accrued expenses and other liabilities $ 98,000 $ 154,000
-------------- --------------
Total liabilities 98,000 154,000
-------------- --------------
Commitments and Contingencies
Partners' equity:
General partner - (20,000)
Limited partners (73,341 units outstanding at
March 31, 1995 and December 31, 1994) 24,396,000 24,432,000
-------------- --------------
Total partners' equity 24,396,000 24,412,000
-------------- --------------
Total liabilities and partners' equity $ 24,494,000 $ 24,566,000
============== ==============
See notes to financial statements.
2 of 14
CENTURY PENSION INCOME FUND XXIV - FORM 10-Q - MARCH 31, 1995
A California Limited Partnership
Statements of Operations (Unaudited)
For the Three Months Ended
March 31, 1995 March 31, 1994
Revenues:
Rental $ 490,000 $ 404,000
Interest income 18,000 33,000
Equity in unconsolidated joint ventures' operation 96,000 70,000
----------- -----------
Total revenues 604,000 507,000
----------- -----------
Expenses:
Operating 109,000 94,000
Depreciation 110,000 110,000
General and administrative 123,000 115,000
----------- -----------
Total expenses 342,000 319,000
----------- -----------
Net income $ 262,000 $ 188,000
=========== ===========
Net income per limited partnership assignee unit $ 3 $ 3
=========== ===========
Cash distributions per limited partnership
assignee unit $ 4 $ 4
=========== ===========
See notes to financial statements.
3 of 14
CENTURY PENSION INCOME FUND XXIV - FORM 10-Q - MARCH 31, 1995
A California Limited Partnership
Statements of Cash Flows (Unaudited)
For the Three Months Ended
March 31, 1995 March 31, 1994
Operating Activities:
Net income $ 262,000 $ 188,000
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization 119,000 113,000
Equity in unconsolidated joint ventures'
operations (96,000) (70,000)
Leasing commissions paid (20,000) (20,000)
Changes in operating assets and liabilities:
Receivables and other assets (72,000) (15,000)
Accrued expenses and other liabilities (56,000) (53,000)
-------------- --------------
Net cash provided by operating activities 137,000 143,000
-------------- --------------
Investing Activities:
Additions to real estate (95,000) (16,000)
Proceeds from cash investments - 1,283,000
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Net cash (used in) provided by investing
activities (95,000) 1,267,000
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Financing Activities:
Cash distribution to partners (278,000) (278,000)
-------------- --------------
Cash (used in) financing activities (278,000) (278,000)
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(Decrease) Increase in Cash and Cash Equivalents (236,000) 1,132,000
Cash and Cash Equivalents at Beginning of Period 2,038,000 1,036,000
-------------- --------------
Cash and Cash Equivalents at End of Period $ 1,802,000 $ 2,168,000
============== ==============
See notes to financial statements.
4 of 14
CENTURY PENSION INCOME FUND XXIV - FORM 10-Q - MARCH 31, 1995
A California Limited Partnership
NOTES TO FINANCIAL STATEMENTS
1. General
The accompanying financial statements, footnotes and discussions should be read
in conjunction with the financial statements, related footnotes and discussions
contained in the Partnership's Annual Report for the year ended December 31,
1994. Certain accounts have been reclassified in order to conform to the
current period.
The financial information contained herein is unaudited. In the opinion of
management, however, all adjustments necessary for a fair presentation of such
financial information have been included. All adjustments are of a normal
recurring nature.
At March 31, 1995, the Partnership had approximately $1,419,000 invested in
overnight repurchase agreements earning approximately 6% per annum.
The results of operations for the three months ended March 31, 1995 and 1994 are
not necessarily indicative of the results to be expected for the full year.
2. Transactions with Related Parties
(a) An affiliate of NPI, Inc. received reimbursements of administrative
expenses amounting to $26,000 and $16,000 during the three months ended March
31, 1995 and 1994, respectively. These reimbursements are included in general
and administrative expenses.
(b) An affiliate of NPI, Inc. was paid a $16,000 fee ($5,000 allocated to
the Partnership) relating to a successful real estate tax appeal on the
Partnership's Coral Palm Plaza and Minneapolis Business Park joint venture
properties during the three months ended March 31, 1995. These fees are
included in operating expenses.
(c) The general partner is entitled to receive a partnership management fee
in the amount equal to 10 percent of cash available for distribution. For the
three months ended March 31, 1995 and 1994, the general partner received
$31,000. These fees are included in general and administrative expenses.
(d) In accordance with the partnership agreement, the general partner was
allocated its one percent continuing interest in the Partnership's cash
distributions (see Note 3). Net income has been allocated to the general partner
in an amount equal to the amount of cash distributions received by the general
partner which had not been previously allocated.
3. Distributions to Partners
The Partnership distributed $278,000 in cash during the three months ended March
31, 1995, ($275,000 to limited partners and $3,000 to the general partner).
5 of 14
CENTURY PENSION INCOME FUND XXIV - FORM 10-Q - MARCH 31, 1995
A California Limited Partnership
NOTES TO FINANCIAL STATEMENTS
4. Investment in Unconsolidated Joint Ventures
The Partnership has investments in two unconsolidated joint ventures, Coral
Palm Plaza Joint Venture and Minneapolis Business Parks Joint Venture.
The following are the condensed balance sheets as of March 31, 1995 and
December 31, 1994 and condensed statements of operations for the three months
ended March 31, 1995 and 1994 of Coral Palm Plaza Joint Venture.
CORAL PALM PLAZA JOINT VENTURE
CONDENSED BALANCE SHEETS
March 31, December 31,
1995 1994
(Unaudited) (Audited)
Assets
Cash and cash equivalents $ 1,138,000 $ 239,000
Receivables and other assets 143,000 881,000
Real Estate:
Real estate 16,072,000 16,065,000
Accumulated depreciation (2,880,000) (2,829,000)
Allowance for impairment of value (7,091,000) (7,091,000)
-------------- --------------
Real estate, net 6,101,000 6,145,000
Deferred leasing commissions, net 81,000 87,000
-------------- --------------
Total assets $ 7,463,000 $ 7,352,000
============== ==============
Liabilities and Partners' Equity
Deferred income and other liabilities $ 864,000 $ 844,000
Total liabilities 864,000 844,000
-------------- --------------
Commitments and Contingencies
Partners' equity:
Century Pension Income Fund XXIII 4,400,000 4,339,000
Century Pension Income Fund XXIV 2,199,000 2,169,000
-------------- --------------
Total partners' equity 6,599,000 6,508,000
-------------- --------------
Total liabilities and partners' equity $ 7,463,000 $ 7,352,000
============== ==============
6 of 14
CENTURY PENSION INCOME FUND XXIV - FORM 10-Q - MARCH 31, 1995
A California Limited Partnership
NOTES TO FINANCIAL STATEMENTS
4. Investment in Unconsolidated Joint Ventures (Continued)
CORAL PALM PLAZA JOINT VENTURE
CONDENSED STATEMENTS OF OPERATIONS (UNAUDITED)
For the Three Months Ended
March 31, 1995 March 31, 1994
Rental and other revenues $ 273,000 $ 334,000
Expenses 182,000 228,000
-------------- --------------
Net income $ 91,000 $ 106,000
============== ==============
Allocation of net income:
CPIF XXIII $ 61,000 $ 71,000
CPIF XXIV 30,000 35,000
-------------- --------------
Net income $ 91,000 $ 106,000
============== ==============
7 of 14
CENTURY PENSION INCOME FUND XXIV - FORM 10-Q - MARCH 31, 1995
A California Limited Partnership
NOTES TO FINANCIAL STATEMENTS
4. Investment in Unconsolidated Joint Ventures (Continued)
The following are the condensed balance sheets as of March 31, 1995 and
December 31, 1994 and condensed statements of operations for the three months
ended March 31, 1995 and 1994 of Minneapolis Business Parks Joint Venture.
MINNEAPOLIS BUSINESS PARKS JOINT VENTURE
CONDENSED BALANCE SHEETS
March 31, December 31,
1995 1994
(Unaudited) (Audited)
Assets
Cash and cash equivalents $ 993,000 $ 648,000
Receivables and other assets 322,000 134,000
Real Estate:
Real estate 20,235,000 20,214,000
Accumulated depreciation (4,150,000) (3,999,000)
-------------- --------------
Real estate, net 16,085,000 16,215,000
Deferred leasing commissions, net 227,000 214,000
-------------- --------------
Total assets $ 17,627,000 $ 17,211,000
============== ==============
Liabilities and Partners' Equity
Accrued expenses and other liabilities $ 362,000 $ 151,000
-------------- --------------
Total liabilities 362,000 151,000
-------------- --------------
Commitments and Contingencies
Partners' equity:
Century Pension Income Fund XXIII 11,687,000 11,548,000
Century Pension Income Fund XXIV 5,578,000 5,512,000
-------------- --------------
Total partners' equity 17,265,000 17,060,000
-------------- --------------
Total liabilities and partners' equity $ 17,627,000 $ 17,211,000
============== ==============
8 of 14
CENTURY PENSION INCOME FUND XXIV - FORM 10-Q - MARCH 31, 1995
A California Limited Partnership
NOTES TO FINANCIAL STATEMENTS
4. Investment in Unconsolidated Joint Ventures (Continued)
MINNEAPOLIS BUSINESS PARKS JOINT VENTURE
CONDENSED STATEMENTS OF OPERATIONS (UNAUDITED)
For the Three Months Ended
March 31, 1995 March 31, 1994
Rental and other revenues $ 715,000 $ 620,000
Expenses 510,000 510,000
-------------- --------------
Net income $ 205,000 $ 110,000
============== ==============
Allocation of net income:
CPIF XXIII $ 139,000 $ 75,000
CPIF XXIV 66,000 35,000
-------------- --------------
Net income $ 205,000 $ 110,000
============== ==============
9 of 14
CENTURY PENSION INCOME FUND XXIV - FORM 10-Q - MARCH 31, 1995
A California Limited Partnership
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations.
This item should be read in conjunction with the Financial Statements and other
Items contained elsewhere in this Report.
Liquidity and Capital Resources
Registrant's real estate properties consist of three shopping center properties
and investments in two unconsolidated joint ventures. The three shopping
centers are located in South Carolina, North Carolina and Georgia. The
unconsolidated joint venture properties include one shopping center in Florida
and three business parks in Minnesota. The properties are leased to tenants
subject to leases with remaining lease terms of up to twenty years. Registrant
receives rental income from its properties and is responsible for operating
expenses, administrative expenses and capital improvements. All of Registrant's
properties generated positive cash flow for the three months ended March 31,
1995.
Registrant uses working capital reserves provided from any undistributed cash
flow from operations as its primary source of liquidity. Registrant distributed
$278,000 to partners (including $3,000 to the general partner) during the three
months ended March 31, 1995 and 1994. Distributions are expected to continue in
the near future. The level of such distributions will be contingent upon
successful future operations.
The level of liquidity based on cash and cash equivalents experienced a $236,000
decrease at March 31, 1995, as compared to December 31, 1994. Registrant's
$95,000 of improvements to real estate (investing activities) and $278,000 of
cash distributions to partners (financing activities) more than offset the
$137,000 of net cash provided by operating activities. Improvements to real
estate increased at March 31, 1995, as compared to the prior year comparative
period, due to tenant improvements at Registrant's Butler Square Center
property. Registrant has no plans for material capital expenditures during the
next twelve months. All other increases (decreases) in certain assets and
liabilities are the result of the timing of receipt and payment of various
operating activities.
Working capital reserves are invested in a money market account, United States
Treasury bills or in repurchase agreements secured by United States Treasury
obligations. The Managing General Partner believes that if market conditions
remain relatively stable, cash flow from operations, when combined with working
capital reserves, will be sufficient to fund required capital improvements in
1995 and the foreseeable future.
Real Estate Market
The national real estate market has suffered from the effects of the real estate
recession including, but not limited to, a downward trend in market values of
existing properties. In addition, the bailout of the savings and loan
associations and sales of foreclosed properties by auction reduced market values
and caused a further restriction on the ability to obtain credit. As a result,
Registrant's ability to sell its properties may be restricted. These factors
caused a decline in market property values and serve to reduce market rental
rates and/or sales prices. Furthermore, management believes that the emergence
of new institutional purchasers, including real estate investment trusts and
insurance companies, should create a more favorable market value for
Registrant's properties in the future.
10 of 14
CENTURY PENSION INCOME FUND XXIV - FORM 10-Q - MARCH 31, 1995
A California Limited Partnership
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations.
Results of Operations
Three Months Ended March 31, 1995 vs. March 31, 1994
Operating results improved by $74,000 for the three months ended March 31, 1995,
as compared to 1994, due to an increase in revenues of $97,000 which was
partially offset by an increase in expenses of $23,000.
Revenues increased by $97,000 for the three months ended March 31, 1995, as
compared to 1994, due to increases in rental income of $86,000 and equity in
unconsolidated joint venture operations of $26,000, which were only partially
offset by a $15,000 decrease in interest income. Rental income increased
primarily due to increased rental rates and occupancy at Registrant's Butler
Square Center property. Equity in unconsolidated joint ventures' operations
increased due to increases in occupancy at all of Registrant's Minneapolis
Business Parks joint venture properties, which were only partially offset by a
decline in occupancy at Registrant's Coral Palm Plaza joint venture property, as
a result of a major tenant's lease buy-out in December 1994. The decrease in
revenues at Registrant's Coral Palm Plaza joint venture property was slightly
offset by the amortization of the former tenants termination payment. Interest
income declined due to a decrease in average working capital reserves available
for investment, which was only partially offset by higher interest rates.
Expenses increased by $23,000 for the three months ended March 31, 1995, as
compared to 1994, due to increases in operating expenses of $15,000 and general
and administrative expenses of $8,000. Operating expenses increased at all of
Registrant's properties, which included an increase in amortization of leasing
commissions at Registrant's Butler Square Center property. General and
administrative expenses increased due to an increase in reimbursed expenses.
Properties
A description of the properties in which Registrant has an ownership interest,
along with occupancy data, follows:
CENTURY PENSION INCOME FUND XXIV,
A California Limited Partnership
OCCUPANCY SUMMARY
For the Quarters Ended March 31, 1995 and 1994
Average
Date of Square Occupancy Rate (%)
Name and Location Purchase Type Footage 1995 1994
- ----------------- -------- ---- ------- ------------------
Butler Square Center 01/88 Shopping 80,000 89 73
Mauldin, South Carolina Center
11 of 14
CENTURY PENSION INCOME FUND XXIV - FORM 10-Q - MARCH 31, 1995
A California Limited Partnership
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations.
Properties (Continued)
Average
Date of Square Occupancy Rate (%)
Name and Location Purchase Type Footage 1995 1994
- ----------------- -------- ---- ------- ------------------
Kenilworth Commons
Shopping Center 08/88 Shopping 38,000 100 100
Charlotte, North Carolina Center
Plantation Pointe
Shopping Center 04/89 Shopping 63,000 97 98
Smyrna, Georgia Center
Coral Palm Plaza Joint Venture:
Coral Palm Plaza (1) 01/87 Shopping 135,000 68 83
Coral Springs, Florida Center
Minneapolis Business Parks
Joint Venture:
Alpha Business Center (2) 05/87 Business 172,000 95 85
Bloomington, Minnesota Park
Plymouth Service Center (2) 05/87 Business 74,000 100 95
Plymouth, Minnesota Park
Westpoint Business Center (2) 05/87 Business 161,000 91 73
Plymouth, Minnesota Park
(1) Property is owned by a joint venture between Registrant, which has a 33 and
one-third percent interest, and an affiliated partnership.
(2) Property is owned by a joint venture between Registrant, which has a 32
percent interest, and an affiliated partnership.
12 of 14
CENTURY PENSION INCOME FUND XXIV - FORM 10-Q - MARCH 31, 1995
A California Limited Partnership
PART II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K.
No report on Form 8-K was required to be filed during the period.
13 of 14
CENTURY PENSION INCOME FUND XXIV - FORM 10-Q - MARCH 31, 1995
A California Limited Partnership
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
CENTURY PENSION INCOME FUND XXIV,
A California Limited Partnership
By: FOX PARTNERS VI,
Its General Partner
By: FOX CAPITAL MANAGEMENT CORPORATION,
A General Partner
______________________________________________
ARTHUR N. QUELER
Secretary/Treasurer and Director
(Principal Financial Officer)
14 of 14
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
The schedule contains summary financial information extracted from Century
Pension Income Fund XXIV and is qualified in its entirety by reference to such
financial statements.
</LEGEND>
<MULTIPLIER> 1
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-START> JAN-01-1995
<PERIOD-END> MAR-31-1995
<CASH> 1,802,000
<SECURITIES> 0
<RECEIVABLES> 257,000 <F1>
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 17,419,000
<DEPRECIATION> (2,874,000)
<TOTAL-ASSETS> 24,494,000
<CURRENT-LIABILITIES> 0
<BONDS> 0
<COMMON> 0
0
0
<OTHER-SE> 24,396,000
<TOTAL-LIABILITY-AND-EQUITY> 24,494,000
<SALES> 0
<TOTAL-REVENUES> 490,000
<CGS> 0
<TOTAL-COSTS> 219,000
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 262,000
<INCOME-TAX> 0
<INCOME-CONTINUING> 262,000
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 262,000
<EPS-PRIMARY> 3
<EPS-DILUTED> 3
<FN>
<F1> Receivables include other assets of $52,000.
</FN>
</TABLE>
