FORM 10-Q--QUARTERLY REPORT UNDER SECTION 13 OR 15 (D)
OF THE SECURITIES EXCHANGE ACT OF 1934
(As last amended in Rel. No. 312905, eff. 4/26/93.)
UNITED STATES
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 September 30, 1996
or
[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the transition period.........to.........
(Amended by Exchange Act Rel. No. 312905, eff. 4/26/93.)
Commission file number 0-14528
CENTURY PENSION INCOME FUND XXIII
(Exact name of registrant as specified in its charter)
California 94-2963120
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
One Insignia Financial Plaza
Greenville, South Carolina 29602
(Address of principal executive offices)
(864) 239-1000
(Registrant's telephone number)
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 .
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
a) CENTURY PENSION INCOME FUND XXIII
CONSOLIDATED BALANCE SHEETS
(in thousands, except unit data)
September 30, December 31,
1996 1995
(Unaudited) (Note)
Assets
Cash and cash equivalents $ 7,289 $ 6,378
Restricted cash 220 158
Other assets 1,620 894
Mortgage loan receivable 1,137 1,137
Deferred charges 1,768 2,169
Investment properties:
Land 18,165 18,165
Buildings and related personal property 68,975 68,347
87,140 86,512
Less accumulated depreciation (20,913) (19,094)
66,227 67,418
$ 78,261 $ 78,154
Liabilities and Partners' Deficit
Liabilities
Accrued expenses and other liabilities $ 1,438 $ 738
Accrued interest - promissory notes 524 1,048
Deferred interest - notes payable 1,265 714
Notes payable 16,956 16,956
Non-recourse promissory notes:
Principal 41,939 41,939
Deferred interest payable 31,119 29,044
Minority interest in consolidated
joint ventures 7,703 7,383
Partners' Deficit
General partner's (2,191) (2,089)
Limited partners' (95,789 units issued and
outstanding at September 30, 1996 and
December 31, 1995) (20,492) (17,579)
(22,683) (19,668)
$ 78,261 $ 78,154
Note: The balance sheet at December 31, 1995, has been derived from the
audited financial statements at that date but does not include all of the
information and footnotes required by generally accepted accounting
principles for complete financial statements.
See Accompanying Notes to Consolidated Financial Statements
b) CENTURY PENSION INCOME FUND XXIII
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(in thousands, except unit data)
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 30, September 30,
1996 1995 1996 1995
<S> <C> <C> <C> <C>
Revenues:
Rental income $ 2,826 $ 2,727 $ 8,353 $ 8,336
Interest income on mortgage
loan 20 20 61 61
Other income 165 432 436 1,188
Total revenues 3,011 3,179 8,850 9,585
Expenses:
Interest to promissory note
holders 1,216 1,216 3,647 3,647
Amortization 107 105 314 314
Operating 1,206 1,328 3,602 3,635
Depreciation 603 640 1,818 1,921
Interest 446 461 1,311 1,288
General and administrative 301 222 847 619
Loss on satisfaction of
mortgage loan receivable -- -- -- 978
Total expenses 3,879 3,972 11,539 12,402
Loss before minority
interest in joint
ventures' operations (868) (793) (2,689) (2,817)
Minority interest in joint
ventures' operations (127) (148) (283) (481)
Net loss $ (995) $ (941) $ (2,972) $ (3,298)
Net loss allocated to
general partner (2%) $ (20) $ (19) $ (59) $ (66)
Net loss allocated to
limited partner (98%) (975) (922) (2,913) (3,232)
$ (995) $ (941) $ (2,972) $ (3,298)
Net loss per limited
partnership unit $ (10.18) $ (9.63) $ (30.41) $ (33.74)
<FN>
See Accompanying Notes to Consolidated Financial Statements
</TABLE>
c) CENTURY PENSION INCOME FUND XXIII
STATEMENT OF CHANGES IN PARTNERS' DEFICIT
(Unaudited)
(in thousands, except unit data)
<TABLE>
<CAPTION>
Limited
Partnership General Limited
Units Partner's Partners' Total
<S> <C> <C> <C> <C>
Original capital contributions 95,789 $ 977 $ 47,894 $ 48,852
Partners' deficit
at December 31, 1995 95,789 $ (2,089) $ (17,579) $ (19,668)
Distributions to general partner -- (43) -- (43)
Net loss for the nine months
ended September 30, 1996 -- (59) (2,913) (2,972)
Partners' deficit
at September 30, 1996 95,789 $ (2,191) $ (20,492) $ (22,683)
<FN>
See Accompanying Notes to Consolidated Financial Statements
</TABLE>
d) CENTURY PENSION INCOME FUND XXIII
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(in thousands)
<TABLE>
<CAPTION>
Nine Months Ended
September 30,
1996 1995
<S> <C> <C>
Cash flows from operating activities:
Net loss $ (2,972) $ (3,298)
Adjustments to reconcile net loss to cash
provided by operating activities:
Depreciation and amortization 2,321 2,423
Loss on satisfaction of mortgage loan receivable -- 978
Minority interest in joint ventures' operations 283 481
Deferred interest added to note payable principal -- 6
Deferred interest on non-recourse promissory notes 2,075 2,075
Change in accounts:
Restricted cash (62) (20)
Other assets (726) --
Deferred costs (102) (205)
Deferred interest, accrued expenses and
other liabilities 1,251 353
Accrued interest - promissory notes (524) (524)
Net cash provided by operating activities 1,544 2,269
Cash flows from investing activities:
Property replacements and improvements (628) (635)
Cost of real estate acquired through foreclosure -- (1,114)
Proceeds from satisfaction of mortgage loan receivable -- 1,007
Net cash used in investing activities (628) (742)
Cash flows from financing activities:
Joint venture partner contributions 38 --
Joint venture partner distributions -- (574)
Cash distributions to general partner (43) (43)
Net cash used in financing activities (5) (617)
Net increase in cash and cash equivalents 911 910
Cash and cash equivalents at beginning of period 6,378 5,202
Cash and cash equivalents at end of period $ 7,289 $ 6,112
Supplemental disclosure of cash flow information:
Cash paid for interest - notes payable $ 761 $ 1,231
Cash paid for interest - non-recourse promissory notes $ 2,097 $ 2,097
Supplemental disclosure of non-cash investing and
financing activities:
Deferred interest added to note payable principal $ -- $ 3
Mortgage loan receivable reclassified to real estate $ -- $ 612
<FN>
See Accompanying Notes to Consolidated Financial Statements
</TABLE>
e) CENTURY PENSION INCOME FUND XXIII
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE A - BASIS OF PRESENTATION
The accompanying unaudited financial statements of Century Pension Income Fund
XXIII (the "Partnership") have been prepared in accordance with generally
accepted accounting principles for interim financial information and with the
instructions to Form 10-Q and Article 10 of Regulation S-X. 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 ("FCMC" or the "Managing General
Partner"), a California corporation, all adjustments (consisting of normal
recurring accruals) considered necessary for a fair presentation have been
included. Operating results for the three and nine month periods ended
September 30, 1996, are not necessarily indicative of the results that may be
expected for the fiscal year ending December 31, 1996. 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, 1995.
Certain reclassifications have been made to the 1995 information to conform to
the 1996 presentation.
NOTE B - 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 payments to
affiliates for services and as reimbursement of certain expenses incurred by
affiliates on behalf of the Partnership.
The general partner of the Partnership is Fox Partners V, a California general
partnership, whose general partners are FCMC and Fox Realty Investors ("FRI"), a
California general partnership.
Pursuant to a series of transactions which closed during the first half of 1996,
affiliates of Insignia Financial Group, Inc. ("Insignia") acquired (i) control
of NPI Equity Investments II, Inc. ("NPI Equity"), the managing general partner
of FRI, and (ii) all of the issued and outstanding shares of stock of FCMC. NPI
Equity is a wholly-owned subsidiary of National Property Investors, Inc.
("NPI"). In connection with these transactions, affiliates of Insignia
appointed new officers and directors of NPI Equity and FCMC.
The following transactions with affiliates of Insignia, NPI, and affiliates of
NPI were charged to expense in 1996 and 1995:
For the Nine Months Ended
September 30,
1996 1995
(in thousands)
Property management fees (included in operating
expense) $ 101 $ 77
Reimbursement for services of affiliates (included
in general and administrative and operating
expenses) 183 72
Services relating to successful real estate tax
appeals (included in operating expenses) -- 16
Partnership management fee (included in general
and administrative expenses) 111 111
Affiliates of the Managing General Partner performed property management
services for The Enclaves during 1995 and 1996. Effective May 1, 1996, an
affiliate of Insignia began performing property management services for Coral
Palm Plaza.
For the period from January 19, 1996, to September 30, 1996, the Partnership
insured its properties under a master policy through an agency and insurer
unaffiliated with the Managing General Partner. An affiliate of the Managing
General Partner acquired, in the acquisition of a business, certain financial
obligations from an insurance agency which was later acquired by the agent who
placed the current year's master policy. The current agent assumed the
financial obligations to the affiliate of the Managing General Partner who
received payments on these obligations from the agent. The amount of the
Partnership's insurance premiums accruing to the benefit of the affiliate of the
Managing General Partner by virtue of the agent's obligations is not
significant.
The general partner received cash distributions totaling $43,000 during the nine
month periods ended September 30, 1996 and 1995.
NOTE C - SUNNYMEAD TOWNE SHOPPING CENTER
The Sunnymead Towne Shopping Center ("Sunnymead") located in Moreno Valley,
California, had a significant tenant, which occupied 98,000 square feet, vacate
in 1995. During February 1996, another major tenant vacated 11,000 square feet,
leaving the property approximately 25% physically occupied. Effective March 1,
1996, the Partnership ceased making debt service payments and does not intend to
make any future payments as the value of Sunnymead is estimated at less than the
debt. At September 30, 1996, the note had a principal balance of approximately
$10,100,000 with accrued interest of approximately $1,140,000. The lender has
notified the Partnership of its intent to foreclose on the property. The
Managing General Partner does not plan to challenge the foreclosure proceedings
which are expected to be concluded during the fourth quarter of 1996. The
Partnership estimates that upon the foreclosure of Sunnymead the Partnership
will record a net gain of approximately $5,000,000 (approximately $51 per
limited partner unit). The property was placed in receivership on May 1, 1996.
In 1995, a $2,900,000 provision for impairment of value was recorded on the
Sunnymead property. The Partnership determined that, based on economic
conditions at the time, as well as projected future operational cash flows, the
decline in value was other than temporary, and recovery of the carrying value
was not likely. Accordingly, the property's carrying value was reduced to an
amount equal to its estimated fair value.
NOTE D - LOSS ON SATISFACTION OF MORTGAGE LOAN RECEIVABLE ON IN-SUBSTANCE
FORECLOSURE PROPERTY
On April 28, 1995, the Partnership received $1,007,000 in full satisfaction of
its mortgage loan receivable on the Warren, Michigan property. The property had
been classified as an in-substance foreclosure property. The Partnership
accepted the discounted settlement because it determined that, based upon
projected future operational cash flow of the property and the cost of
litigation, it appeared likely that a substantial portion of contractual
obligations would not be collected.
The Partnership recorded a $978,000 loss on satisfaction of a mortgage loan
receivable in 1995. A $1,850,000 provision for doubtful mortgage loan and
interest receivable had previously been recorded in 1992.
NOTE E - OTHER INCOME
The Partnership accepted a lease buy-out of $800,000 in December 1994 from a
significant tenant that had occupied 27,000 square feet at Coral Palm Plaza
which was received in 1995. During June 1995, management re-leased 20,000
square feet of the unoccupied space, on similar terms, and recognized a portion
of the lease buy-out in the amount of $517,000. The remaining portion was
deferred and recognized as rental income in September 1995 when the remaining
7,000 square feet was re-leased on similar terms.
NOTE F - MORTGAGE LOANS RECEIVABLE
The Partnership entered into various agreements with the borrowers on two of the
Partnership's second mortgage loans receivable, which were cross collateralized
and in default in 1995. The properties are located in Irvine ("Irvine") and
Costa Mesa, California ("Costa Mesa"). The borrower on the Irvine property had
terminated payments on the mortgage loan receivable in October 1994, and in
January 1995, a court appointed receiver was placed on the Irvine property. As
a result, on April 20, 1995, the Partnership acquired the Irvine property
through deed in lieu of foreclosure and satisfied the existing first mortgagee
encumbering the property in the principal amount (including expenses) of
approximately $1,114,000. On May 31, 1995, the receiver on the Irvine property
was dismissed. The Partnership commenced operating the property on June 1,
1995. The mortgage loan receivable, net of the previously recorded provision
for impairment of value of $1,250,000, has been reclassified as real estate at
September 30, 1995. The mortgagor of the Costa Mesa property assumed $400,000
of the principal amount of the debt encumbering the Irvine property resulting in
an aggregate outstanding principal balance of $1,137,000. The Partnership
extended the maturity date of the loan on the Costa Mesa property to March 1,
2000. Monthly payments to the Partnership remain the same. Upon the sale of
the Costa Mesa property, the Partnership will be entitled to contingent interest
of 50% of the amount received in excess of the current debt.
On June 20, 1995, the Partnership received a notice from the first mortgagee on
1726 M Street, indicating that they expect to foreclose on this property. On
July 31, 1995, the Partnership lost its second mortgage interest in this
property. In 1992, the Partnership fully reserved for this contingency.
NOTE G - RESTRICTED CASH
Restricted cash at September 30, 1996 and 1995 represents cash maintained at
Sunnymead Towne Center. At September 30, 1996, the property was in receivership
(see "Note C"), and at September 30, 1995, the cash was restricted as to its use
pursuant to a court approval reorganization plan and the modified note
agreements.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
The Partnership's investment properties consist of one apartment complex, four
business parks and three shopping centers, as well as three business parks and a
shopping center owned by two consolidated joint ventures between the Partnership
and an affiliated partnership. The following table sets forth the average
physical occupancy for the nine months ended September 30, 1996 and 1995:
Average
Occupancy
Property 1996 1995
Commerce Plaza 96% 94%
Tampa, Florida
Regency Centre 96% 99%
Lexington, Kentucky
Highland Park Commerce 95% 92%
Center - Phase II
Charlotte, North Carolina
Interrich Plaza 64% 78%
Richardson, Texas
Centre Stage 99% 97%
Shopping Center
Norcross, Georgia
Sunnymead Towne Center 24% 91%
Moreno Valley, California
The Enclaves 96% 96%
Atlanta, Georgia
Medtronics (1) 100% 100%
Irvine, California
Coral Palm Plaza Joint Venture:
Coral Palm Plaza 73% 73%
Coral Springs, Florida
Minneapolis Business Parks
Joint Venture:
Alpha Business Center 93% 92%
Bloomington, Minnesota
Plymouth Service Center 99% 95%
Plymouth, Minnesota
Westpoint Business Center 97% 92%
Plymouth, Minnesota
(1) Property was acquired through deed in lieu of foreclosure of a mortgage
loan receivable in April 1995.
Occupancy at Interrich Plaza declined due to a major tenant vacating its space
during the second quarter of 1995. Management currently is marketing the vacant
space for a new tenant. Occupancy at Plymouth Service Center increased due to
the move in of a new tenant occupying approximately 6% of the property during
the fourth quarter of 1995. Occupancy at Westpoint Business Center increased
due to the execution of leases for three new tenants during the fourth quarter
of 1995. For a discussion of the change in occupancy at Sunnymead, see "Item 1.
Financial Statements - Note C."
The Partnership's net loss for the nine months ended September 30, 1996, was
approximately $2,972,000 of which $995,000 was recorded in the third quarter
versus net losses of approximately $3,298,000 and $941,000 for the corresponding
periods of 1995. The decrease in the net loss for the nine month period is
primarily attributable to the loss on satisfaction of mortgage loan receivable
of $978,000 recognized in 1995, as discussed in "Item 1. Financial Statements-
Note D," which more than offset a decrease in revenue due to a lease buy-out at
Coral Palm Plaza being recognized as income during the second and third quarters
of 1995 (see "Item 1. Financial Statements-Note E" for a further discussion).
General and administrative expenses during the three and nine month periods
ending September 30, 1996, increased due to an increase in expense
reimbursements. As noted in "Item 1, Note B - Transactions with Affiliated
Parties," the Partnership reimburses the Managing General Partner and its
affiliates for its costs involved in the management and administration of all
partnership activities. While overall expense reimbursements have increased
during the three and nine month periods ended September 30, 1996, the recurring
expenses subsequent to the transition efforts to the new administration are
expected to more closely approximate historical levels. The increase in expense
reimbursements during the three and nine month periods ended September 30, 1996,
is directly attributable to the combined transition efforts of the Greenville,
South Carolina, and Atlanta, Georgia, administrative offices during the year-end
close, preparation of the 1995 10-K and tax return (including the limited
partner K-1's), filing of the first two quarterly reports and transition of
asset management responsibilities to the new administration.
As part of the ongoing business plan of the Partnership, the Managing General
Partner monitors the rental market environment of its investment properties to
assess the feasibility of increasing rents, maintaining or increasing occupancy
levels and protecting the Partnership from increases in expense. As part of
this plan, the Managing General Partner attempts to protect the Partnership from
the burden of inflation-related increases in expenses by increasing rents and
maintaining a high overall occupancy level. However, due to changing market
conditions, which can result in the use of rental concessions and rental
reductions to offset softening market conditions, there is no guarantee that
the Managing General Partner will be able to sustain such a plan.
At September 30, 1996, the Partnership had unrestricted cash of $7,289,000
compared to $6,112,000 at September 30, 1995. Net cash provided by operating
activities decreased primarily as a result of the increase in other assets.
Other assets increased primarily due to an increase in tax escrow account
balances. Net cash used in investing activities decreased due to the
satisfaction of the first mortgage encumbering the Irvine property as discussed
in "Item 1. Financial Statements - Note F." Partially offsetting this pay off
were proceeds from the satisfaction of a mortgage loan receivable being received
in 1995. Net cash used in financing activities decreased due to a contribution
from the minority interest in the joint venture during the first quarter of 1996
compared to distributions being paid to the joint venture partner in 1995.
The Sunnymead Towne Shopping Center ("Sunnymead") located in Moreno Valley,
California, had a significant tenant, which occupied 98,000 square feet, vacate
in 1995. During February 1996, another major tenant vacated 11,000 square feet
leaving the property approximately 25% physically occupied. Based on current
market conditions, the Partnership was unable to re-lease the vacant space at a
rental rate sufficient to pay debt service and other operating expenses.
Effective March 1, 1996, the Partnership ceased making debt service payments and
does not intend to make any future payments as the value of Sunnymead is less
than the debt. At September 30, 1996, the note had a principal balance of
approximately $10,100,000 with accrued interest of approximately $1,140,000.
The lender has notified the Partnership of its intent to foreclose on the
property. The Managing General Partner does not plan to challenge the
foreclosure proceedings which are expected to be concluded during the fourth
quarter of 1996. In 1995, the Partnership recorded a provision for impairment of
value of $2,900,000 (see "Item 1. Financial Statements - Note C"). The
Partnership estimates that upon the foreclosure of Sunnymead the Partnership
will record a net gain of approximately $5,000,000 (approximately $51 per
limited partner unit). The property was placed in receivership on May 1, 1996.
The foreclosure of Sunnymead should not significantly impact the Partnership's
liquidity since Sunnymead operated at approximately break even on a cash flow
basis during 1995.
The sufficiency of existing liquid assets to meet future liquidity and capital
expenditure requirements is directly related to the level of capital
expenditures required at the properties to adequately maintain the physical
assets and other operating needs of the Partnership. Such assets are currently
thought to be sufficient for any near-term needs of the Partnership. The
mortgage indebtedness of $6,856,000, excluding the Sunnymead indebtedness,
requires interest only payments with a balloon payment due in 2001. Also, the
Partnership's Non-Recourse Promissory Notes of $73,058,000, including deferred
interest of $31,119,000, require minimum interest payments of 5% on principal
per year and mature on February 15, 1999, at which time the Partnership will
have to extend the due dates of these notes, find replacement funding, or sell
properties. Future cash distributions will depend on the levels of cash
generated from operations and the availability of cash reserves. No cash
distributions to the limited partners were made in 1995 or during the nine
months ended September 30, 1996. Currently, the Managing General Partner is
evaluating the feasibility of a distribution of cash reserves in the fourth
quarter of 1996.
PART II - OTHER INFORMATION
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 September 30,
1996.
SIGNATURES
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 XXIII
A California Limited Partnership
By: FOX PARTNERS V,
Its General Partner
By: FOX CAPITAL MANAGEMENT CORPORATION,
Its Managing General Partner
By: /s/William H. Jarrard, Jr.
William H. Jarrard, Jr.
President and Director
By: /s/Ronald Uretta
Ronald Uretta
Principal Financial Officer
and Principal Accounting Officer
Date: November 6, 1996
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from Century
Pension Income Fund XXIII 1996 Third Quarter 10-Q and is qualified in its entirety
by reference to such 10-Q filing.
</LEGEND>
<CIK> 0000764543
<NAME> CENTURY PENSION INCOME FUND XXIII
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> SEP-30-1996
<CASH> 7,289
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0<F1>
<PP&E> 87,140
<DEPRECIATION> 20,913
<TOTAL-ASSETS> 78,261
<CURRENT-LIABILITIES> 0<F1>
<BONDS> 58,895
0
0
<COMMON> 0
<OTHER-SE> (22,683)
<TOTAL-LIABILITY-AND-EQUITY> 78,261
<SALES> 0
<TOTAL-REVENUES> 8,850
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 11,539
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 4,958
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (2,972)
<EPS-PRIMARY> (30.41)<F2>
<EPS-DILUTED> 0
<FN>
<F1>Registrant has an unclassified balance sheet.
<F2>Multiplier is 1.
</FN>
</TABLE>
