FORM 10-QSB--QUARTERLY OR TRANSITIONAL REPORT UNDER SECTION 13 OR 15 (D)
OF THE SECURITIES EXCHANGE ACT OF 1934
QUARTERLY OR TRANSITIONAL REPORT
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
(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, 1999
[ ] 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
(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.)
55 Beattie Place, P. O. Box 1089
Greenville, South Carolina 29602
(Address of principal executive offices)
(864) 239-1000
(Registrant's telephone number)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15 (d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports ), and (2) has been
subject to such filing requirements for the past 90 days. Yes X No .
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
a)
CENTURY PENSION INCOME FUND XXIV
BALANCE SHEET
(in thousands, except unit data)
(Unaudited)
March 31, 1999
Assets
Cash and cash equivalents $ 3,460
Other assets 185
Investments in unconsolidated joint ventures 7,936
$ 11,581
Liabilities and Partners' Capital
Liabilities
Accounts payable $ 4
Due to general partner 176
Other liabilities 266
Partners' Capital
General partners' --
Limited partners' (73,341 units issued
and outstanding) 11,135
$ 11,581
See Accompanying Notes to Financial Statements
b)
CENTURY PENSION INCOME FUND XXIV
STATEMENTS OF OPERATIONS
(Unaudited)
(in thousands, except unit data)
Three Months Ended
March 31,
1999 1998
Revenues:
Rental income $ -- $ 535
Other income 32 24
Total revenues 32 559
Expenses:
Operating -- 78
General and administrative 95 146
Depreciation -- 121
Property taxes -- 43
Total expenses 95 388
(Loss) income before equity in income of
unconsolidated joint ventures (63) 171
Equity in income of unconsolidated
joint ventures 75 147
Net income $ 12 $ 318
Net income allocated to general partner (1%) $ -- $ 3
Net income allocated to limited partners (99%) 12 315
$ 12 $ 318
Net income per limited partnership unit $ .16 $ 4.29
Distribution per limited partnership unit $ -- $ 3.75
See Accompanying Notes to Financial Statements
c)
CENTURY PENSION INCOME FUND XXIV
STATEMENTS OF CHANGES IN PARTNERS' CAPITAL
(Unaudited)
(in thousands, except unit data)
Limited
Partnership General Limited
Units Partner Partners' Total
Original capital contributions 73,341 $ -- $ 36,671 $ 36,671
Partners' capital
at December 31, 1998 73,341 $ -- $ 11,123 $ 11,123
Net income for the three months
ended March 31, 1999 -- -- 12 12
Partners' capital
at March 31, 1999 73,341 $ -- $ 11,135 $ 11,135
See Accompanying Notes to Financial Statements
d)
CENTURY PENSION INCOME FUND XXIV
STATEMENTS OF CASH FLOWS
(Unaudited)
(in thousands)
Three Months Ended
March 31,
1999 1998
Cash flows from operating activities:
Net income $ 12 $ 318
Adjustments to reconcile net income to net cash (used in)
provided by operating activities:
Depreciation -- 121
Amortization of lease commissions -- 13
Equity in income of unconsolidated joint ventures (75) (147)
Change in accounts:
Receivables and deposits -- 66
Other assets 1 6
Accounts payable 1 (1)
Tenant security deposit liabilities -- 2
Accrued property taxes -- (39)
Other liabilities (8) (1)
Net cash (used in) provided by operating
activities (69) 338
Cash flows used in financing activities:
Distribution to partners -- (278)
Net (decrease) increase in cash and cash equivalents (69) 60
Cash and cash equivalents at beginning of period 3,529 1,889
Cash and cash equivalents at end of period $ 3,460 $ 1,949
See Accompanying Notes to Financial Statements
e)
CENTURY PENSION INCOME FUND XXIV
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
NOTE A - BASIS OF PRESENTATION
The accompanying unaudited financial statements have been prepared in accordance
with generally accepted accounting principles for interim financial information
and with the instructions to Form 10-QSB and Item 310(b) of Regulation S-B.
Accordingly, they do not include all of the information and footnotes required
by generally accepted accounting principles for complete financial statements.
In the opinion of Fox Capital Management Corporation (the "Managing General
Partner" or "FCMC"), the managing general partner of the general partner of the
Partnership, all adjustments (consisting of normal recurring accruals)
considered necessary for a fair presentation have been included. Operating
results for the three month period ended March 31, 1999, are not necessarily
indicative of the results that may be expected for the fiscal year ending
December 31, 1999. For further information, refer to the financial statements
and footnotes thereto included in the Partnership's annual report on Form 10-K
for the year ended December 31, 1998.
NOTE B _ TRANSFER OF CONTROL
Pursuant to a series of transactions which closed on October 1, 1998 and
February 26, 1999, Insignia Financial Group, Inc. ("Insignia") and Insignia
Properties Trust merged into Apartment Investment and Management Company
("AIMCO"), with AIMCO being the surviving corporation (the "Insignia Merger").
As a result, AIMCO acquired 100% ownership interest in the Managing General
Partner. The Managing General Partner does not believe that this transaction
will have a material effect on the affairs and operations of the Partnership.
NOTE C - TRANSACTIONS WITH AFFILIATED PARTIES
The Partnership has no employees and is dependent on the Managing General
Partner and its affiliates for the management and administration of all
partnership activities. The Partnership Agreement provides for certain payments
to affiliates for services and as reimbursement of certain expenses incurred by
affiliates on behalf of the Partnership. The following transactions with
affiliates of the Managing General Partner were charged to expense during the
three months ended March 31, 1999 and 1998:
1999 1998
(in thousands)
Partnership management fee (1) $ -- $ 31
Reimbursement for services of affiliates 29 33
(1) The Partnership Agreement provides for the payment of a Partnership
management fee to the general partner equal to ten percent of cash
available for distribution. This management fee is intended to defray some
of the expenses related to services provided by the general partner, or an
affiliate, but not reimbursed by the Partnership.
An affiliate of the Managing General Partner received reimbursement of
accountable administrative expenses amounting to approximately $29,000 and
$33,000 for the three months ended March 31, 1999 and 1998, respectively.
The Partnership Agreement provides for the payment of a subordinated sales
interest to the general partner not to exceed the lesser of (i) three percent of
the gross sales price of a property or (ii) one-half of the competitive real
estate commission, as defined in the Partnership Agreement. The general partner
was entitled to this fee in connection with the sale of the Partnership's three
investment properties during 1998. Payment cannot be made until the limited
partners receive their original invested capital plus a 6% per annum return.
Once the limited partners have received their priority return and return of
their original investment, the subordinated sales interest can be paid. The
Partnership has recognized a deferred asset of approximately $176,000, and is
included on the Partnership's balance sheet, until the fee becomes payable.
The General Partner received a cash distribution of approximately $3,000 during
the three months ended March 31, 1998. There were no distributions received
during the three months ended March 31, 1999.
NOTE D - 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. 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 Coral Palm is reported using the equity
method of accounting.
Summary financial information for Coral Palm is as follows (in thousands):
March 31, December 31,
1999 1998
Total assets $ 4,898 $ 5,049
Total liabilities (254) (223)
Total venture's equity $ 4,644 $ 4,826
For the Three Months Ended
March 31,
1999 1998
Total revenues $ 166 $ 324
Total expenses (208) (178)
Net (loss) income $ (42) $ 146
The Partnership did not receive distributions from Coral Palm during either of
the three months ended March 31, 1999 and 1998. For the three months ended
March 31, 1999, the Partnership recognized equity in the loss of Coral Palm of
approximately $14,000 as compared to equity in the income of Coral Palm of
approximately $48,000 for the comparable period in 1998.
Minneapolis Business Parks Joint Venture
On April 30, 1987, the Partnership acquired a 32% ownership interest in
Minneapolis Business Parks Joint Venture ("Minneapolis"), a joint venture with
CPIF XXIII. On May 5, 1987, Minneapolis 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 Minneapolis is reported using the equity method of
accounting.
Summary financial information for Minneapolis is as follows (in thousands):
March 31, December 31,
1999 1998
Total assets $19,727 $19,874
Total liabilities (300) (539)
Total venture's equity $19,427 $19,335
For the Three Months Ended
March 31,
1999 1998
Total revenues $ 867 $ 853
Total expenses (590) (543)
Net income $ 277 $ 310
The Partnership did not receive distributions from Minneapolis during either of
the three months ended March 31, 1999 and 1998. The Partnership recognized
equity in the income of Minneapolis of approximately $89,000 and $99,000 for the
three months ended March 31, 1999 and 1998, respectively.
NOTE E - DISTRIBUTIONS
During the three months ended March 31, 1998, a distribution from operations of
approximately $278,000 ($3.75 per limited partnership unit) was paid to the
partners.
NOTE F - SEGMENT INFORMATION
Description of the types of products and services from which the reportable
segment derives its revenues: For the three months ended March 31, 1998, the
Partnership had one reportable segment: commercial properties. The commercial
property segment consisted of three retail shopping centers located in three
different states: South Carolina, North Carolina, and Georgia. All of the
commercial properties were sold in September 1998.
Measurement of segment profit or loss: The Partnership evaluates performance
based on net income. The accounting policies of the reportable segment are the
same as those described in the Partnership's annual report on Form 10-K for the
year ended December 31, 1998.
Factors management used to identify the enterprise's reportable segment: The
Partnership's reportable segment consisted of investment properties that offered
similar products and services. Although each of the investment properties was
managed separately, they have been aggregated into one segment as they provided
services with similar types of products and customers.
Segment information for the three months ended March 31, 1999 and 1998 is shown
in the following tables (in thousands). The "Other" column includes partnership
administration related items and income and expense not allocated to the
reportable segment. Information for the three months ended March 31, 1999 is
administration-related due to the sale of the commercial properties in 1998.
1999
Commercial Other Totals
Rental income $ -- $ -- $ --
Other income -- 32 32
Depreciation -- -- --
General and administrative expense -- 95 95
Equity in income of joint ventures -- 75 75
Segment profit -- 12 12
Total assets -- 11,581 11,581
1998
Commercial Other Totals
Rental income $ 535 $ -- $ 535
Other income 2 22 24
Depreciation 121 -- 121
General and administrative expense -- 146 146
Equity in income of joint ventures -- 147 147
Segment profit 295 23 318
Total assets 13,931 9,474 23,405
NOTE G _ LEGAL PROCEEDINGS
In March 1998, several putative unit holders of limited partnership units of the
Partnership commenced an action entitled Rosalie Nuanes, et al. v. Insignia
Financial Group, Inc., et al. in the Superior Court of the State of California
for the County of San Mateo. The plaintiffs named as defendants, among others,
the Partnership, the Managing General Partner and several of their affiliated
partnerships and corporate entities. The complaint purports to assert claims on
behalf of a class of limited partners and derivatively on behalf of a number of
limited partnerships (including the Partnership) which are named as nominal
defendants, challenging the acquisition by Insignia and entities which were, at
the time, affiliates of Insignia ("Insignia Affiliates") of interests in certain
general partner entities, past tender offers by Insignia Affiliates as well as a
recently announced agreement between Insignia and AIMCO. The complaint seeks
monetary damages and equitable relief, including judicial dissolution of the
Partnership. On June 25, 1998, the Managing General Partner filed a motion
seeking dismissal of the action. In lieu of responding to the motion, the
plaintiffs filed an amended complaint. The Managing General Partner filed
demurrers to the amended complaint which were heard during February 1999. No
ruling on such demurrers has been received. The Managing General Partner does
not anticipate that costs associated with this case, if any, will be material to
the Partnership's overall operations.
On July 30, 1998, certain entities claiming to own limited partnership interests
in certain limited partnerships whose general partners were, at the time,
affiliates of Insignia filed a complaint entitled Everest Properties, LLC, et.
al. v. Insignia Financial Group, Inc., et. al. in the Superior Court of the
State of California, County of Los Angeles. The action involves 44 real estate
limited partnerships (including the Partnership) in which the plaintiffs
allegedly own interests and which Insignia Affiliates allegedly manage or
control (the "Subject Partnerships"). This case was settled on March 3, 1999.
The Partnership is responsible for a portion of the settlement costs. The
expense will not have a material effect on the Partnership's overall operations.
The Partnership is unaware of any other pending or outstanding litigation that
is not of a routine nature arising in the ordinary course of business.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
The matters discussed in this Form 10-QSB contain certain forward-looking
statements and involve risks and uncertainties (including changing market
conditions, competitive and regulatory matters, etc.) detailed in the
disclosures contained in this Form 10-QSB and the other filings with the
Securities and Exchange Commission made by the Partnership from time to time.
The discussion of the Partnership's business and results of operations,
including forward-looking statements pertaining to such matters, does not take
into account the effects of any changes to the Partnership's business and
results of operation. Accordingly, actual results could differ materially from
those projected in the forward-looking statements as a result of a number of
factors, including those identified herein.
On September 1, 1998, the Partnership sold its three wholly-owned investment
properties. The Partnership currently has an interest in three business parks
and one shopping center owned by two unconsolidated joint ventures between the
Partnership and an affiliated partnership.
Results of Operations
The Partnership realized net income of approximately $12,000 and $318,000 for
the three months ended March 31, 1999 and 1998, respectively. The decrease in
net income was due to a decrease in total revenues partially offset by a
decrease in total expenses. Revenues and expenses decreased due to the sale of
the Partnership's three investment properties and the resulting decreases in
rental income and expenses. Also contributing to the decrease in net income was
a decrease in equity in income of both of the Partnership's unconsolidated joint
ventures. The decrease in equity in income of the unconsolidated joint ventures
is due to a decrease in the net income of both joint ventures for the three
months ended March 31, 1999 as compared to the same period in 1998.
The decrease in net income for Coral Palm Plaza Joint Venture for the three
months ended March 31, 1999 is primarily due to a decrease in rental income due
to a decline in the physical occupancy at the related property and corresponding
bad debt expense and vacancy loss recorded during the period. Also contributing
to the decrease in net income is an increase in property tax expense for the
three months ended March 31, 1999 due to the fact that a property tax refund was
recorded during the corresponding period of 1998. The decrease in net income
for Minneapolis Business Parks Joint Venture for the three months ended March
31, 1999 as compared to the same period of 1998 is primarily attributable to an
increase in depreciation expense as a result of depreciable assets placed in
service over the last twelve months. Also contributing to the decrease in net
income is an increase in operating expenses primarily due to increased
maintenance expense at the joint venture's properties during the three months
ended March 31, 1999.
General and administrative expenses decreased primarily due to payment of the
Partnership management fee in association with the distribution to the partners
during the three months ended March 31, 1998. Included in general and
administrative expenses at March 31, 1999 and 1998 are management reimbursements
to the Managing General Partner allowed under the Partnership Agreement. In
addition, costs associated with the quarterly and annual communications with
investors and regulatory agencies and the annual audit required by the
Partnership Agreement are also included.
Liquidity and Capital Resources
At March 31, 1999, the Partnership had cash and cash equivalents of
approximately $3,460,000 compared to approximately $1,949,000 at March 31, 1998.
The decrease in cash and cash equivalents for the three months ended March 31,
1999 from the Partnership's year ended December 31, 1998 is approximately
$69,000 due to net cash used in operating activities.
During the three months ended March 31, 1998, a distribution from operations of
approximately $278,000 ($3.75 per limited partnership unit) was paid to the
partners. No distributions were declared or paid during the three months ended
March 31, 1999. Future cash distributions will depend primarily on
distributions received from the joint ventures.
The three commercial properties in Minneapolis Business Parks Joint Venture are
under contract for sale. The sale, which is subject to the purchaser's due
diligence and other customary conditions, is expected to close during the second
quarter of 1999. However, there can be no assurance that the sale will be
consummated.
Year 2000 Compliance
General Description of the Year 2000 Issue and the Nature and Effects of the
Year 2000 on Information Technology (IT) and Non-IT Systems
The Year 2000 issue is the result of computer programs being written using two
digits rather than four digits to define the applicable year. The Partnership
is dependent upon the General Partner and its affiliates for management and
administrative services ("Managing Agent"). Any of the computer programs or
hardware that have date-sensitive software or embedded chips may recognize a
date using "00" as the year 1900 rather than the year 2000. This could result
in a system failure or miscalculations causing disruptions of operations,
including, among other things, a temporary inability to process transactions,
send invoices, or engage in similar normal business activities.
Over the past two years, the Managing Agent has determined that it will be
required to modify or replace significant portions of its software and certain
hardware so that those systems will properly utilize dates beyond December 31,
1999. The Managing Agent presently believes that with modifications or
replacements of existing software and certain hardware, the Year 2000 issue can
be mitigated. However, if such modifications and replacements are not made, or
not completed in time, the Year 2000 issue could have a material impact on the
operations of the Partnership.
The Managing Agent's plan to resolve Year 2000 issues involves four phases:
assessment, remediation, testing, and implementation. To date, the Managing
Agent has fully completed its assessment of all the information systems that
could be significantly affected by the Year 2000, and has begun the remediation,
testing and implementation phases on both hardware and software systems.
Assessments are continuing in regards to embedded systems. The status of each
is detailed below.
Status of Progress in Becoming Year 2000 Compliant, Including Timetable for
Completion of Each Remaining Phase
Computer Hardware:
During 1997 and 1998, the Managing Agent identified all of the computer systems
at risk and formulated a plan to repair or replace each of the affected systems.
In August 1998, the mainframe system used by the Managing Agent became fully
functional. In addition to the mainframe, PC-based network servers, routers and
desktop PCs were analyzed for compliance. The Managing Agent has begun to
replace each of the non-compliant network connections and desktop PCs and, as of
March 31, 1999, had completed approximately 75% of this effort.
The total cost to the Managing Agent to replace the PC-based network servers,
routers and desktop PCs is expected to be approximately $1.5 million of which
$1.3 million has been incurred to date. The remaining network connections and
desktop PCs are expected to be upgraded to Year 2000 compliant systems by July
31, 1999.
Computer Software:
The Managing Agent utilizes a combination of off-the-shelf, commercially
available software programs as well as custom-written programs that are designed
to fit specific needs. Both of these types of programs were studied, and
implementation plans written and executed with the intent of repairing or
replacing any non-compliant software programs.
During 1998, the Managing Agent began converting the existing property
management and rent collection systems to its management properties Year 2000
compliant systems. The estimated additional costs to convert such systems at all
properties, is $200,000, and the implementation and the testing process is
expected to be completed by July 31, 1999.
The final software area is the office software and server operating systems.
The Managing Agent has upgraded all non-compliant office software systems on
each PC and has upgraded 80% of the server operating systems. The remaining
server operating systems are planned to be upgraded to be Year 2000 compliant by
July 31, 1999.
Operating Equipment:
The Managing Agent has operating equipment, primarily at the property sites,
which needed to be evaluated for Year 2000 compliance. In September 1997, the
Managing Agent began taking a census and inventory of embedded systems
(including those devices that use time to control systems and machines at
specific properties, for example elevators, heating, ventilating, and air
conditioning systems, security and alarm systems, etc.).
The Managing Agent has chosen to focus its attention mainly upon security
systems, elevators, heating, ventilating and air conditioning systems, telephone
systems and switches, and sprinkler systems. While this area is the most
difficult to fully research adequately, management has not yet found any major
non-compliance issues that put the Managing Agent at risk financially or
operationally. The Managing Agent intends to have a third-party conduct an
audit of these systems and report their findings by July 31, 1999.
Any of the above operating equipment that has been found to be non-compliant to
date has been replaced or repaired. To date, these have consisted only of
security systems and phone systems. As of March 31, 1999 the Managing Agent has
evaluated approximately 86% of the operating equipment for the Year 2000
compliance.
The total cost incurred for all properties managed by the Managing Agent as of
March 31, 1999 to replace or repair the operating equipment was approximately
$400,000. The Managing Agent estimates the cost to replace or repair any
remaining operating equipment is approximately $325,000, which is expected to be
completed by August 30, 1999.
The Managing Agent continues to have "awareness campaigns" throughout the
organization designed to raise awareness and report any possible compliance
issues regarding operating equipment within its enterprise.
Nature and Level of Importance of Third Parties and Their Exposure to the Year
2000
The Managing Agent continues to conduct surveys of its banking and other vendor
relationships to assess risks regarding their Year 2000 readiness. The Managing
Agent has banking relationships with three major financial institutions, all of
which have indicated their compliance efforts will be complete before May 1999.
The Managing Agent has updated data transmission standards with two of the three
financial institutions. The Managing Agent's contingency plan in this regard is
to move accounts from any institution that cannot be certified Year 2000
compliant by June 1, 1999.
The Partnership does not rely heavily on any single vendor for goods and
services, and does not have significant suppliers and subcontractors who share
information systems (external agent). To date the Partnership is not aware of
any external agent with a Year 2000 compliance issue that would materially
impact the Partnership's results of operations, liquidity, or capital resources.
However, the Partnership has no means of ensuring that external agents will be
Year 2000 compliant.
The Managing Agent does not believe that the inability of external agents to
complete their Year 2000 remediation process in a timely manner will have a
material impact on the financial position or results of operations of the
Partnership. However, the effect of non-compliance by external agents is not
readily determinable.
Costs to Address Year 2000
The total cost of the Year 2000 project to the Managing Agent is estimated at
$3.5 million and is being funded from operating cash flows. To date, the
Managing Agent has incurred approximately $2.8 million ($0.6 million expensed
and $2.2 million capitalized for new systems and equipment) related to all
phases of the Year 2000 project. Of the total remaining project costs,
approximately $0.5 million is attributable to the purchase of new software and
operating equipment, which will be capitalized. The remaining $0.2 million
relates to repair of hardware and software and will be expensed as incurred.
The Partnership's portion of these costs are not material.
Risks Associated with the Year 2000
The Managing Agent believes it has an effective program in place to resolve the
Year 2000 issue in a timely manner. As noted above, the Managing Agent has not
yet completed all necessary phases of the Year 2000 program. In the event that
the Managing Agent does not complete any additional phases, certain worst case
scenarios could occur. The worst case scenarios could include elevators,
security and heating, ventilating and air conditioning systems that read
incorrect dates and operate with incorrect schedules (e.g., elevators will
operate on Monday as if it were Sunday). Although such a change would be
annoying to residents, it is not business critical.
In addition, disruptions in the economy generally resulting from Year 2000
issues could also adversely affect the Partnership. The Partnership could be
subject to litigation for, among other things, computer system failures,
equipment shutdowns or failure to properly date business records. The amount of
potential liability and lost revenue cannot be reasonably estimated at this
time.
Contingency Plans Associated with the Year 2000
The Managing Agent has contingency plans for certain critical applications and
is working on such plans for others. These contingency plans involve, among
other actions, manual workarounds and selecting new relationships for such
activities as banking relationships and elevator operating systems.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
In March 1998, several putative unit holders of limited partnership units of the
Partnership commenced an action entitled Rosalie Nuanes, et al. v. Insignia
Financial Group, Inc., et al. in the Superior Court of the State of California
for the County of San Mateo. The plaintiffs named as defendants, among others,
the Partnership, the Managing General Partner and several of their affiliated
partnerships and corporate entities. The complaint purports to assert claims on
behalf of a class of limited partners and derivatively on behalf of a number of
limited partnerships (including the Partnership) which are named as nominal
defendants, challenging the acquisition by Insignia and entities which were, at
the time, affiliates of Insignia ("Insignia Affiliates") of interests in certain
general partner entities, past tender offers by Insignia Affiliates as well as a
recently announced agreement between Insignia and AIMCO. The complaint seeks
monetary damages and equitable relief, including judicial dissolution of the
Partnership. On June 25, 1998, the Managing General Partner filed a motion
seeking dismissal of the action. In lieu of responding to the motion, the
plaintiffs filed an amended complaint. The Managing General Partner filed
demurrers to the amended complaint which were heard during February 1999. No
ruling on such demurrers has been received. The Managing General Partner does
not anticipate that costs associated with this case, if any, will be material to
the Partnership's overall operations.
On July 30, 1998, certain entities claiming to own limited partnership interests
in certain limited partnerships whose general partners were, at the time,
affiliates of Insignia filed a complaint entitled Everest Properties, LLC, et.
al. v. Insignia Financial Group, Inc., et. al. in the Superior Court of the
State of California, County of Los Angeles. The action involves 44 real estate
limited partnerships (including the Partnership) in which the plaintiffs
allegedly own interests and which Insignia Affiliates allegedly manage or
control (the "Subject Partnerships"). This case was settled on March 3, 1999.
The Partnership is responsible for a portion of the settlement costs. The
expense will not have a material effect on the Partnership's overall operations.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
a) Exhibits:
Exhibit 27, Financial Data Schedule, is filed as an exhibit to
this report.
b) Reports on Form 8-K:
None filed during the quarter ended March 31, 1999.
SIGNATURES
In accordance with the requirements of the Exchange Act, the Registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
CENTURY PENSION INCOME FUND XXIV
By: Fox Partners VI
Its General Partner
By: Fox Capital Management Corporation
Its Managing General Partner
By: /s/ Patrick J. Foye
Patrick J. Foye
Executive Vice President
By: /s/Carla R. Stoner
Carla R. Stoner
Senior Vice President
Finance and Administration
Date: May 14, 1999
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This schedule contains summary financial information extracted from Century
Pension Income Fund XXIV 1999 First Quarter 10-Q and is qualified in its
entirety by reference to such 10-Q filing.
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<NAME> CENTURY PENSION INCOME FUND XXIV
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<EPS-DILUTED> 0
<FN>
<F1>Registrant has an unclassified balance sheet.
<F2>Multiplier is 1.
</FN>
</TABLE>
