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 June 30, 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)
June 30, 1999
Assets
Cash and cash equivalents $ 3,344
Receivables and deposits 54
Other assets 185
Investments in unconsolidated joint ventures 7,886
$ 11,469
Liabilities and Partners' Capital (Deficit)
Liabilities
Accounts payable $ 4
Due to general partner 176
Other liabilities 265
Partners' Capital (Deficit)
General partners' $ (1) --
Limited partners' (73,341 units issued
and outstanding) 11,025 11,024
$ 11,469
See Accompanying Notes to Financial Statements
b)
CENTURY PENSION INCOME FUND XXIV
STATEMENTS OF OPERATIONS
(Unaudited)
(in thousands, except unit data)
Three Months Ended Six Months Ended
June 30, June 30,
1999 1998 1999 1998
Revenues:
Rental income $ -- $ 498 $ -- $1,033
Other income 31 23 63 47
Total revenues 31 521 63 1,080
Expenses:
Operating -- 84 -- 162
General and administrative 92 136 187 282
Depreciation -- 120 -- 241
Property taxes -- 43 -- 86
Total expenses 92 383 187 771
(Loss) income before equity in
(loss) income of unconsolidated
joint ventures (61) 138 (124) 309
Equity in (loss) income of
unconsolidated joint ventures (50) 99 25 246
Net (loss) income $ (111) $ 237 $ (99) $ 555
Net (loss) income allocated to
general partner $ (1) $ 3 $ (1) $ 6
Net (loss) income allocated to
limited partners (110) 234 (98) 549
$ (111) $ 237 $ (99) $ 555
Net (loss) income per limited
partnership unit $(1.50) $ 3.20 $(1.34) $ 7.49
Distributions per
limited partnership unit $ -- $ 3.75 $ -- $ 7.50
See Accompanying Notes to Financial Statements
c)
CENTURY PENSION INCOME FUND XXIV
STATEMENTS OF CHANGES IN PARTNERS' CAPITAL (DEFICIT)
(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 loss for the six months
ended June 30, 1999 -- (1) (98) (99)
Partners' (deficit) capital
at June 30, 1999 73,341 $ (1) $ 11,025 $ 11,024
See Accompanying Notes to Financial Statements
d)
CENTURY PENSION INCOME FUND XXIV
STATEMENTS OF CASH FLOWS
(Unaudited)
(in thousands)
Six Months Ended
June 30,
1999 1998
Cash flows from operating activities:
Net (loss) income $ (99) $ 555
Adjustments to reconcile net (loss) income to net cash
provided by operating activities:
Depreciation -- 241
Amortization of lease commissions -- 25
Equity in income of unconsolidated joint ventures (25) (246)
Change in accounts:
Receivables and deposits (54) 61
Other assets 1 --
Accounts payable 1 (1)
Tenant security deposit liabilities -- 2
Accrued property taxes -- 3
Other liabilities (9) (10)
Net cash (used in) provided by operating
activities (185) 630
Cash flows used in financing activities:
Distributions paid to partners -- (556)
Net (decrease) increase in cash and cash equivalents (185) 74
Cash and cash equivalents at beginning of period 3,529 1,889
Cash and cash equivalents at end of period $3,344 $1,963
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 and six month periods ended June 30, 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"), a publicly traded real estate investment trust, with AIMCO being the
surviving corporation (the "Insignia Merger"). As a result, AIMCO acquired 100%
ownership interest in the Managing General Partner.
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
six months ended June 30, 1999 and 1998:
1999 1998
(in thousands)
Partnership management fee $ -- $ 62
Reimbursement for services of affiliates 32 61
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. No Partnership management fees were paid for the
six months ended June 30, 1999, as the Partnership sold its wholly-owned
properties in September 1998.
An affiliate of the Managing General Partner received reimbursement of
accountable administrative expenses amounting to approximately $32,000 and
$61,000 for the six months ended June 30, 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 $6,000 during
the six months ended June 30, 1998. There were no distributions received during
the six months ended June 30, 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 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):
June 30,
1999
Total assets $ 4,994
Total liabilities (218)
Total venture's equity $ 4,776
For the Six Months Ended
June 30,
1999 1998
Total revenues $ 454 $ 582
Total expenses (433) (432)
Net income $ 21 $ 150
The Partnership did not receive distributions from Coral Palm during either of
the six months ended June 30, 1999 and 1998. For the six months ended June 30,
1999, the Partnership recognized equity in the income of Coral Palm of
approximately $7,000 as compared to equity in the income of Coral Palm of
approximately $49,000 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):
June 30,
1999
Total assets $19,513
Total liabilities (20)
Total venture's equity $19,493
For the Six Months Ended
June 30,
1999 1998
Total revenues $ 1,553 $ 1,673
Total expenses 1,497 (1,058)
Net income $ 56 $ 615
The Partnership did not receive distributions from Minneapolis during either of
the six months ended June 30, 1999 and 1998. The Partnership recognized equity
in the income of Minneapolis of approximately $18,000 and $197,000 for the six
months ended June 30, 1999 and 1998, respectively.
On June 1, 1999, Minneapolis sold Alpha Business Center, Plymouth Service
Center, and Westpoint Service Center to an unaffiliated third party for net
sales proceeds of approximately $14,199,000 after payment of closing costs.
Minneapolis realized a loss of approximately $436,000 on the sale during the
second quarter of 1999. The Partnership's share of the loss on the sale is
approximately $140,000.
NOTE E - DISTRIBUTIONS
During the six months ended June 30, 1998, a distribution from operations of
approximately $556,000 ($7.50 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 six months ended June 30, 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 were
managed separately, they have been aggregated into one segment as they provided
services with similar types of products and customers.
Segment information for the six months ended June 30, 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 six months ended June 30, 1999, is
administration-related due to the sale of the commercial properties in 1998.
1999
Commercial Other Totals
Other income $ -- $ 63 $ 63
General and administrative expense -- 187 187
Equity in income of joint ventures -- 25 25
Segment loss -- (99) (99)
Total assets -- 11,469 11,469
1998
Commercial Other Totals
Rental income $ 1,033 $ -- $ 1,033
Other income 3 44 47
Depreciation 241 -- 241
General and administrative expense -- 282 282
Equity in income of joint ventures -- 246 246
Segment profit 547 8 555
Total assets 13,765 9,632 23,397
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.
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 and on June 1, 1999, a joint venture, in which the Partnership is
invested, sold its three properties. As a result, the Partnership currently has
an interest in one shopping center owned by one unconsolidated joint venture
between the Partnership and an affiliated partnership.
Results of Operations
The Partnership realized at net loss of approximately $99,000 for the six months
ended June 30, 1999, as compared to net income of approximately $555,000 for the
corresponding period in 1998. The Partnership realized a net loss of
approximately $111,000 for the three months ended June 30, 1999, as compared to
net income of approximately $237,000 for the corresponding period in 1998. 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 in September 1998 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 six months ended June 30, 1999, as compared to the same
period in 1998.
The decrease in net income for Coral Palm Plaza Joint Venture for the six months
ended June 30, 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 six
months ended June 30, 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 ("Minneapolis") for the six months
ended June 30, 1999, as compared to the same period of 1998, is primarily
attributable to the loss on the sale of the three investment properties during
the second quarter of 1999 (see discussion below). 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 six
months ended June 30, 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 six months ended June 30, 1998. Also contributing to the decrease in
general and administrative expenses is a decrease in the third party asset
management fees as a result of the September 1998 sale of the Partnership's
investment properties. Included in general and administrative expenses at June
30, 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.
On June 1, 1999, Minneapolis sold Alpha Business Center, Plymouth Service
Center, and Westpoint Service Center to an unaffiliated third party for net
sales proceeds of approximately $14,199,000 after payment of closing costs.
Minneapolis realized a loss of approximately $436,000 on the sale during the
second quarter of 1999. The Partnership's share of the loss on the sale is
approximately $140,000.
Liquidity and Capital Resources
At June 30, 1999, the Partnership had cash and cash equivalents of approximately
$3,344,000 compared to approximately $1,963,000 at June 30, 1998. The decrease
in cash and cash equivalents for the six months ended June 30, 1999, from the
Partnership's year ended December 31, 1998, is approximately $185,000 and is due
to net cash used in operating activities.
During the six months ended June 30, 1998, a distribution from operations of
approximately $556,000 ($7.50 per limited partnership unit) was paid to the
partners. No distributions were declared or paid during the six months ended
June 30, 1999. Future cash distributions will depend primarily on distributions
received from the joint ventures.
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 Managing 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 main computer system used by the Managing Agent became fully
functional. In addition to the main computer system, 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 June 30, 1999, had completed approximately 90% 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
September 30, 1999. The completion of this process is scheduled to coincide
with the release of a compliant version of the Managing Agent's operating
system.
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.
In April, 1999 the Managing Agent embarked on a data center consolidation
project that unifies its core financial systems under its Year 2000 compliant
system. The estimated completion date for this project is October, 1999.
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 testing process was
completed in June, 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 90% of the server operating systems. The remaining
server operating systems are planned to be upgraded to be Year 2000 compliant by
September, 1999. The completion of this process is scheduled to coincide with
the release of a compliant version of the Managing Agent's operating system.
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.
A pre-assessment of the properties by the Managing Agent has indicated no Year
2000 issues. A complete, formal assessment of all the properties by the
Managing Agent is in process and will be completed in September, 1999. Any
operating equipment that is found non-compliant will be repaired or replaced.
The total cost incurred for all properties managed by the Managing Agent as of
June 30, 1999 to replace or repair the operating equipment was approximately
$75,000. The Managing Agent estimates the cost to replace or repair any
remaining operating equipment is approximately $125,000.
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 July,
1999. The Managing Agent has updated data transmission standards with all of the
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 September 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 $2.9 million ($0.7 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.
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:
Current Report on Form 8-K filed on June 15, 1999 disclosing the sale
of the three properties owned by Minneapolis Business Park Joint
Venture.
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: August 13, 1999
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
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This schedule contains summary financial information extracted from Century
Pension Income Fund XXIV 1999 Second Quarter 10-QSB and is qualified in its
entirety by reference to such 10-QSB filing.
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<NAME> CENTURY PENSION INCOME FUND XXIV
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<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> JUN-30-1999
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<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 187
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (99)
<EPS-BASIC> (1.34)<F2>
<EPS-DILUTED> 0
<FN>
<F1>Registrant has an unclassified balance sheet.
<F2>Multiplier is 1.
</FN>
</TABLE>
