UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
(Mark One)
X ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
- ---
EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1995, or
___ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
Commission file number 0-14528
CENTURY PENSION INCOME FUND XXIII
A California Limited Partnership
(Exact name of Registrant as specified in its charter)
CALIFORNIA 94-2963120
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
One Insignia Plaza, P.O. Box 1089
Greenville, South Carolina 29602
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (864) 239-1000
Securities registered pursuant to Section 12(b) of the Act:
None
Securities registered pursuant to Section 12(g) of the Act:
Individual Investor Units and Pension Investor Notes
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of the Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ X ]
No market for the Individual Investor Units and Pension Investor Notes
exists and therefore a market value for such Units or Notes cannot be
determined.
DOCUMENTS INCORPORATED HEREIN BY REFERENCE:
Prospectus of the Registrant, dated July 1, 1985, as supplemented
incorporated in Parts I and IV.
CENTURY PENSION INCOME FUND XXIII,
A California Limited Partnership
PART I
Item 1. Business.
Century Pension Income Fund XXIII, (the "Registrant") was organized in
June 1984, as a California limited partnership under the Uniform Limited
Partnership Act of the California Corporations Code. Fox Partners V, a
California general partnership, is the general partner of the Registrant. Fox
Capital Management Corporation (the "Managing General Partner") and Fox Realty
Investors ("FRI") are the general partners of Fox Partners V.
The Registrant's Registration Statement, filed pursuant to the
Securities Act of 1933 (No. 2-96389), was declared effective by the Securities
and Exchange Commission on July 1, 1985. The Registrant marketed its securities
pursuant to its Prospectus dated July 1, 1985, which was thereafter supplemented
(hereinafter the "Prospectus"). This Prospectus was filed with the Securities
and Exchange Commission pursuant to Rule 424(b) of the Securities Act of 1933.
The principal business of the Registrant is to acquire, manage and
ultimately sell income-producing properties, and invest in, service and
ultimately collect or dispose of mortgage loans on income-producing properties.
The Registrant is a "closed" limited partnership real estate syndicate of the
unspecified asset type. For a further description of the business of the
Registrant, see the sections entitled "Risk Factors" and "Investment Objectives
and Policies" of the Prospectus.
Beginning in July 1985 through December 1986, the Registrant offered
$50,000,000 in Individual Investor Units and $65,000,000 in Pension Investor
Notes ("Nonrecourse Promissory Notes" or "Promissory Notes"). The Registrant
sold Individual Investor Units and Pension Investor Notes of $47,894,500 and
$41,939,000, respectively. The net proceeds of this offering were originally
used to acquire interests in five business parks and two shopping centers and to
fund eight mortgage loans. The Registrant's original property portfolio was
geographically diversified, with properties acquired and properties on which
loans were funded located in nine states. One property is owned by a joint
venture with an affiliated partnership in which the Registrant has a 66 2/3
percent interest. Three properties are owned by another joint venture with an
affiliated partnership in which the Registrant has a 68 percent interest. In the
period from 1988 through 1991 four properties securing mortgage loans were
acquired through foreclosure or deed in lieu of foreclosure and in 1992 one
mortgage loan was reclassified as an in-substance foreclosure property. In 1995,
the Registrant acquired through a deed in lieu of foreclosure a property on
which the Registrant held a mortgage and the in-substance foreclosure property
was foreclosed upon by the first mortgagee. See "Property Matters". See "Item 2,
Properties" for a description of the Registrant's properties, and "Item 8,
Consolidated Financial Statements and Supplementary Data -Financial Statement
Schedule IV, Mortgage Loans on Real Estate," for a description of the properties
underlying the mortgage loans and the mortgage loan terms.
Both the income and expenses of operating the properties owned by the
Registrant are subject to factors beyond the Registrant's control, such as
oversupply of similar rental facilities as a result of overbuilding, increases
in unemployment or population shifts, changes in zoning laws or changes in
patterns of needs of the users. Expenses, such as local real estate taxes and
management expenses, are subject to change and cannot always be reflected in
rental increases due to market conditions or existing leases. The profitability
and marketability of developed real property may be adversely affected by
changes in general and local economic conditions and in prevailing interest
rates, and favorable changes in such factors will not necessarily enhance the
profitability or marketability of such property. Even under the most favorable
market conditions there is no guarantee that any property owned by the
Registrant can be sold by it or, if sold, that such sale can be made upon
favorable terms.
It is possible that legislation on the state or local level may be
enacted in states where the Registrant's properties are located which may
include some form of rent control. There have been, and it is possible there may
be other, Federal, state and local legislation and regulations enacted relating
to the protection of the environment. The Managing General Partner is unable to
predict the extent, if any, to which such new legislation or regulations might
occur and the degree to which such existing or new legislation or regulations
might adversely affect the properties owned by the Registrant.
Mortgage loans are subject to certain risks. In the event of default,
the Registrant would have the added responsibility of foreclosing and protecting
its investments. The Registrant may thereby be forced to operate an underlying
property to protect the value of its investment and may also be required to
invest additional sums to maintain and manage the property. In the event that a
defaulting borrower becomes bankrupt, enforcement of the Registrant's rights
under the deed of trust, including foreclosure on the underlying property, may
be delayed. Bankruptcy proceedings may result in a modification of the terms of
the obligation owed to the Registrant or a reinstatement of the original terms
notwithstanding an acceleration by the Registrant and the expiration of the time
for reinstatement under non-bankruptcy law. The Registrant had entered into
wrap-around loans and junior mortgage loans with borrowers, which were subject
to greater risks than first mortgage loans because such investments are
subordinate to the liens of senior mortgages. All of the Registrant's remaining
loans will require the borrower to make a "balloon payment" of principal at
maturity. Certain of the Registrant's mortgage loans are loans in which the
interest accrual rate exceeds the interest payment rate with deferred interest
payable at specified intervals upon sale of the underlying property or at
maturity of the loan. To the extent that a borrower has an obligation to pay a
mortgage loan balance or deferred interest in a lump sum payment, its ability to
satisfy this obligation may be dependent upon its ability to obtain suitable
refinancing or otherwise to raise a substantial cash amount.
The Registrant monitors its properties for evidence of pollutants,
toxins and other dangerous substances, including the presence of asbestos. In
certain cases environmental testing has been performed which resulted in no
material adverse conditions or liabilities. In no case has the Registrant
received notice that it is a potentially responsible party with respect to an
environmental clean up site.
The Registrant maintains property and liability insurance on its
properties and believes such coverage to be adequate.
With respect to Limited Partners, at this time it appears that the
original investment objective of capital growth from inception of the Registrant
will not be attained and that investors will not receive a return of all their
invested capital. The extent to which invested capital is returned to investors
is dependent upon the success of the Registrant's strategy as set forth herein
as well as upon significant improvement in the performance of the Registrant's
properties and the markets in which such properties are located and on the sales
price of the properties. It is anticipated at this time that some of the
properties will be held longer than originally expected. The ability to hold and
operate these properties is dependent upon the Registrant's ability to obtain
additional financing, refinancing, or debt restructuring as required.
As to the Promissory Note holders and assuming the Notes are held to
maturity, at this time it appears that all or a significant portion of the
remaining principal and possibly a portion of deferred interest will be
returned. However, the ability of the Registrant to make such payments of
principal and interest is dependent upon the ultimate sales prices, timing of
sales of the properties, net proceeds received by the Registrant from sales and
refinancings and overall operations. The Promissory Note holders will not
receive any payment of residual interest.
Property Matters
Medtronics/Honeywell - In April 1995, the Registrant entered into
various agreements with the borrowers on two of the Registrant's second mortgage
loans receivable, which were cross collateralized and in default. 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 reviewer was
placed on the Irvine property. On April 20, 1995, the Registrant acquired the
Irvine property through deed in lieu of foreclosure and satisfied the existing
first mortgage 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 Registrant commenced operating the property
on June 1, 1995. The mortgage loan receivable, net of the previously recorded
provisions 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
Registrant extended the maturity date of the loan on the Costa Mesa property to
March 31, 2000. Monthly payments to the Registrant remain the same. Upon the
sale of the Costa Mesa property, the Registrant will be entitled to contingent
interest of 50% of the amount received in excess of the current debt.
1726 M Street - On June 20, 1995, the Registrant 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 Registrant lost its second mortgage
interest in this property. In 1992, the Registrant fully reserved for this
contingency.
Coral Palm Plaza - The Registrant received a lease buy-out of $800,000
in January 1995 from a significant tenant that had occupied 27,000 square feet
at Coral Palm Plaza (in which the Registrant has a 66 2/3% interest). During
June 1995, management re-leased 20,000 square feet of the unoccupied space, on
similar terms, and recognized a portion of the lease buy-out in the amount of
$517,000. During September 1995, management re-leased the remaining 7,000 square
feet of the unoccupied space, on similar terms, and recognized the remaining
portion of the lease buy-out fee as rental income in 1995, which represents the
amortization of the fee prior to the new tenants' lease commencement dates.
In addition, in October 1995 the Coral Palm Plaza Joint Venture
accepted a lease buy-out from a tenant that occupied 11,300 square feet of space
for $300,000. The Management is currently attempting to release the vacated
space.
Sunnymead Towne Center - A tenant occupying 98,000 square feet vacated
its space during 1995 in connection with its national downsizing. The Registrant
continues to receive rent payments from this tenant.
Effective March 1, 1996, the Registrant determined to cease making debt
service payments and does not intend to make any future payments. Consequently,
the Registrant expects that the property will be foreclosed upon.
Note Receivable - On April 28, 1995, the Registrant received $1,007,000
in full satisfaction of its mortgage loan receivable on the Warren, Michigan
property. The property has been classified as an insubstance foreclosure
property. The Registrant 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 Registrant
recorded a $978,000 loss on satisfaction of a mortgage loan receivable. A
$1,850,000 provision for doubtful mortgage loan and interest receivable had
previously been recorded in 1992.
Employees
Services are performed for the Registrant at Valley Apartments by
on-site personnel all of whom are employees of NPI-AP Management, L.P.
("NPI-AP"), an affiliate of the Managing General Partner, which directly manages
Valley Apartments. All payroll and associated expenses of such on-site personnel
are fully reimbursed by the Registrant to NPI-AP. Pursuant to a management
agreement, NPI-AP provides certain property management services to the
Registrant in addition to providing on-site management.
Change in Control
From March 1988 through December 1993, the Registrant's affairs
were managed by Metric Management, Inc. ("MMI") or a predecessor. On December
16, 1993, the services agreement with MMI was modified and, as a result thereof,
the Managing General Partner began directly providing real estate advisory and
asset management services to the Registrant. As advisor, such affiliate provides
all partnership accounting and administrative services, investment management,
and supervisory services over property management and leasing.
On December 6, 1993, the shareholders of the Managing General Partner
entered into a Voting Trust Agreement with NPI Equity Investments II, Inc. ("NPI
Equity II") pursuant to which NPI Equity II was granted the right to vote 100%
of the outstanding stock of the Managing General Partner. In addition, NPI
Equity II became the managing partner of FRI. As a result, NPI Equity II
indirectly became responsible for the operation and management of the business
and affairs of the Registrant and the other investment partnerships originally
sponsored by the Managing General Partner and/or FRI. The individuals who had
served previously as partners of FRI and as officers and directors of the
Managing General Partner contributed their general partnership interests in FRI
to a newly formed limited partnership, Portfolio Realty Associates, L.P.
("PRA"), in exchange for limited partnership interests in PRA. The shareholders
of the Managing General Partner and the prior partners of FRI, in their capacity
as limited partners of PRA, continue to hold indirectly certain economic
interests in the Registrant and such other investment limited partnerships, but
have ceased to be responsible for the operation and management of the Registrant
and such other partnerships.
On August 10, 1994, an affiliate of Apollo Real Estate Advisors, L.P.
("Apollo") obtained general and limited partnership interests in NPI-AP.
On October 12, 1994, Apollo acquired one-third of the stock of National
Property Investors, Inc. ("NPI"), the parent corporation of NPI Equity II.
Pursuant to the terms of the stock acquisition, Apollo was entitled to designate
three of the seven directors of the Managing General Partner and NPI Equity II.
In addition, the approval of certain major actions on behalf of the Registrant
required the affirmative vote of at least five directors of the Managing General
Partner.
On August 17, 1995, the stockholders of NPI entered into an agreement
to sell to IFGP Corporation, a Delaware corporation, an affiliate of Insignia
Financial Group, Inc., a Delaware corporation ("Insignia"), all of the issued
and outstanding common stock of NPI, for an aggregate purchase price of
$1,000,000. NPI is the sole shareholder of NPI Equity II, the general partner of
FRI, and the entity which controls the Managing General Partner. The closing of
the transactions contemplated by the above mentioned agreement (the "Closing")
occurred on January 19, 1996.
Upon the Closing, the officers and directors of NPI, NPI Equity II and
the Managing General Partner resigned and an affiliate of Insignia
caused new officers and directors of each of those entities to be
elected. See "Item 10, Directors and Executive Officers of the
Registrant."
Competition
The Registrant is affected by and subject to the general competitive
conditions of the residential, commercial, retail and office real estate
industries. In addition, each of the Registrant's properties competes in an area
which normally contains numerous other real properties which may be considered
competitive.
Item 2. Properties.
A description of the income-producing properties in which the
Registrant has an ownership interest is as follows. All of the Registrant's
properties are owned in fee unless otherwise indicated.
Date of
Name and Location Purchase Type Size
PARTNERSHIP
Commerce Plaza 03/86 Business 83,000
5404 West Hillsborough Ave. Park sq.ft.
Tampa, Florida
Regency Centre 05/86 Shopping 124,000
2301 Nicholasville Road Center sq.ft.
Lexington, Kentucky
Highland Park Commerce Center 09/86 Business 67,000
Phase II Park sq.ft.
818-834 Tyvola Road
Charlotte, North Carolina
Interrich Plaza(1) 04/88 Business 53,000
525 International Parkway Park sq.ft.
Richardson, Texas
Centre Stage Shopping Center(2) 01/90 Shopping 96,000
6050 Peachtree Parkway Center sq.ft.
Norcross, Georgia
The Enclaves(3) 04/91 Apartment 268
7100 Roswell Road Complex units
Atlanta, Georgia
Sunnymead Towne Center(4) 03/91 Shopping 173,000
24899 Allesandro Blvd. Center sq.ft.
Moreno Valley, California
Medtronics(5) 04/95 Industrial 35,000
18011 South Mitchell Building sq.ft
Irvine, California
CORAL PALM PLAZA
JOINT VENTURE
Coral Palm Plaza(6) 01/87 Shopping 135,000
University Drive at N.W. 20th Center sq.ft.
Coral Springs, Florida
Date of
Name and Location Purchase Type Size
MINNEAPOLIS BUSINESS PARKS
JOINT VENTURE
Alpha Business Center(7) 05/87 Business 172,000
8100 - 26th Avenue Park sq.ft.
Bloomington, Minnesota
Plymouth Service Center(7) 05/87 Business 74,000
Water Tower Circle and Park sq.ft.
Xenium Lane
Plymouth, Minnesota
Westpoint Business Center(7) 05/87 Business 161,000
13800 Industrial Park Boulevard Park sq.ft.
Plymouth, Minnesota
(1) Property was acquired through foreclosure of a mortgage loan receivable
on April 5, 1988.
(2) Property was acquired through deed in lieu of foreclosure of a mortgage
loan receivable on January 2, 1990.
(3) Property was acquired through foreclosure of a mortgage loan receivable
on April 2, 1991. Formerly known as Valley Apartments.
(4) Property was acquired through foreclosure of a mortgage loan receivable
on March 28, 1991.
(5) Property was acquired through deed in lieu if foreclosure of a mortgage
loan receivable on April 20, 1995.
(6) Coral Palm Plaza is owned by a joint venture between the Registrant,
which has a 66 2/3 percent interest, and an affiliated partnership.
(7) Alpha Business Center, Plymouth Service Center and Westpoint Business
Center are owned by a joint venture between the Registrant, which has
a 68 percent interest, and an affiliated partnership.
The Registrant also maintains a portfolio of mortgage loans on real
properties. See "Item 8, Consolidated Financial Statements and Supplementary
Data - Financial Statement Schedule IV, Mortgage Loans on Real Estate," for
information regarding these mortgage loans. See "Item 8, Consolidated Financial
Statements and Supplementary Data" for information regarding any encumbrances to
which the properties of The Registrant are subject.
The following chart sets forth the average occupancy at the
Registrant's remaining properties for the years ended December 31, 1995, 1994,
1993, 1992 and 1991:
OCCUPANCY SUMMARY
Average
Occupancy Rate(%)
for the Year Ended
December 31,
1995 1994 1993 1992 1991
Commerce Plaza 94 99 99 98 99
Regency Centre 99 99 78 89 94
Highland Park Commerce Center - Phase II 93 92 74 70 72
Interrich Plaza 73 96 97 91 100
Centre Stage Shopping Center 97 94 93 86 82
The Enclaves(1) 96 95 96 92 91
Sunnymead Towne Center 91 91 92 90 87
Medtronics(2) 100 - - - -
CORAL PALM PLAZA JOINT VENTURE:
Coral Palm Plaza 74 83 76 71 78
MINNEAPOLIS BUSINESS PARKS JOINT VENTURE:
Alpha Business Center 92 89 79 82 73
Plymouth Service Center 93 98 75 91 90
Westpoint Business Center 93 80 83 87 85
(1) Formerly known as Valley Apartments.
(2) Property was acquired through deed in lieu of foreclosure of a mortgage loan
receivable on April 20, 1995.
SIGNIFICANT TENANTS (1)
December 31, 1995
Annualized
Square Nature of Expiration Base Rent Renewal
Footage Business of Lease Per Year(2) Options(3)
Commerce Plaza
F.A.A. 9,523 Government 1996 $111,419 2-1 Yr
Office
Suntrust Service 64,186 Bank 2000 $488,269 2-5 Yr
Centre Stage Shopping
Center
The Kroger Co. 58,890 Grocer 2011 $450,000 5-5 Yr
Interrich Plaza
General Diagnostics 17,050 Electronic 1998 $96,625 -
Manufacturer
Regency Center
Michael's Stores 18,121 Craft Store 2003 (4) 1-5 Yr
The TJX Operating Co. 32,154 Fashion 2004 $239,225 2-5 Yr
Discount
Highland Park Commercial
Center - Phase II
First Natl. Bank 13,154 Bank 1999 $115,098 -
Applegate/Potter 6,788 Marketing (5) $44,122 -
Sunnymead Towne Center
K-Mart 98,471 Discount 2007 $440,160 -
Retail
Medtronics
Medtronics Heart 35,000 Medical 1997 $285,600 2-3 Yr
Valve(6) Products
CORAL PALM PLAZA
JOINT VENTURE:
Luria & Sons 21,891 Catalog 2006 (4) 3-5 Yr
Retailer
Linen Supermarket 14,071 Household 1998 $168,852 1-5 Yr
Item Store
Michaels Stores 20,000 Craft Store 2005 $150,000 3-5 Yr
Annualized
Square Nature of Expiration Base Rent Renewal
Footage Business of Lease Per Year(2) Options(3)
MINNEAPOLIS BUSINESS
PARKS JOINT VENTURE:
Plymouth Service Center
Paul Robey & Assoc. 14,332 Sales - Tool 1999 $67,790 -
Parts
Sola Optical 13,966 Eye Doctor 1996 $78,768 -
Guyer's Builder 35,768 Building 2003 $201,495 2-5 Yr
Supplies
Westpoint Business
Center
ETS Energy Tech System 18,637 Parts 1999 $65,820 -
Manufacturer
Kloster Corporation 21,850 Parts 1999 $138,737 1-2 Yr
Manufacturer
Tile by Design 21,815 Tile 1999 $161,018 -
(1) Tenant occupying 10% or more of total rentable square footage of the
property.
(2) Represents annualized base rent excluding additional rent due as
operating expense reimbursements, percentage rents and future
contractual escalations.
(3) The first amount represents the number of renewal options. The second
amount represents the length of each option.
(4) Lease expired February 28, 1996. Tenant continues to occupy space
and is negotiating a new lease which would reduce space to 3,600
square feet.
(5) Tenant pays percentage rent based on retail stores occupied.
(6) Tenant occupies 100% of rentable space at property.
Item 3. Legal Proceedings.
The Partnership is unaware is of any pending or outstanding
litigation that is not of a routine nature. The General Partner of the
Registrant believes that all such pending or outstanding litigation will be
resolved without a material adverse effect upon the business, financial
condition, or operations of the Registrant.
Item 4. Submission of Matter to a Vote of Security Holders
No matter was submitted to a vote of security holders during the period
covered by this report.
PART II
Item 5. Market for the Registrant's Equity and Related Security Holder Matters.
The Individual Investor Unit holders are entitled to certain
distributions as provided in the Partnership Agreement. Distributions from
operations to date for each Individual Investor Unit holder have been $122 to
$172 for each $500 of original investment. Interest payments to date for each
Pension Investor Note have been approximately $228 for each $500 of original
investment. The Registrant continues to make the required semi-annual payments
on the Pension Investor Notes of 5% of the principal amount of the note. No
payments of the principal have occurred. No market for Individual Investor Units
or Pension Investor Notes exists nor is expected to develop.
No distributions from operations were made during the years ended
December 31, 1995 and 1994. See "Item 7, Management's Discussion and Analysis of
Financial Condition and Results of Operations" for a discussion of the
Registrant's financial ability to make distributions.
As of March 1, 1996, the approximate number of holders of
Individual Investor Units and Pension Investor Notes was as 3,045 and 5,125,
respectively.
Item 6. Selected Financial Data.
The following represents selected financial data for the Registrant,
for the years ended December 31, 1995, 1994, 1993, 1992 and 1991. The data
should be read in conjunction with the consolidated financial statements
included elsewhere herein. This data is not covered by the independent auditors'
report.
For the Year Ended December 31,
1995 1994 1993 1992 1991
(Amounts in thousands except per unit data)
Total revenues $ 12,680 $11,473 $10,730 $11,102 $ 10,829
======== ======= ======= ======= ========
Loss before minority interest in
joint ventures' operation $ (6,651) $(9,762) $(4,466) $(7,330) $ (8,323)
Minority interest in joint
ventures' operations (507) 1,245 (107) (258) 651
--------- ------- ------- ------- ------
Net loss $ (7,158) $(8,517) $(4,573) $(7,588) $ (7,672)
========= ======== ======= ======= ========
Net loss per individual investor
unit(1) $ (73.23) $(87.14) $(46.79) $(77.63) $ (78.50)
========= ======== ======= ======= ========
Total assets $ 78,154 $83,300 $89,645 $91,370 $ 96,659
======== ======= ======= ======= ========
Long-term obligations:
Nonrecourse promissory notes:
Principal $ 41,939 $41,939 $41,939 $41,939 $ 41,939
Deferred interest payable 30,092 27,326 24,560 21,794 19,028
Notes payable 16,956 16,947 16,902 15,674 15,573
------- ------- ------- ------- -------
Total $ 88,987 $86,212 $83,401 $79,407 $76,540
======== ======= ======= ======= =======
Cash distributions per individual
investor unit $ - $ - $ - $ 10.00 $ 15.00
======== ======= ======= ======= =======
(1) $500 original contribution per unit, based on units outstanding during the
year after giving effect to the allocation of net loss to the general partner.
Item 7. Management's Discussion and Analysis of Financial Condition
and Results of Operations.
Liquidity and Capital Resources
As of March 31, 1996, the Registrant's real estate properties consist
of one apartment complex located in Georgia, four business parks located in
Florida, North Carolina, California and Texas and three shopping centers located
in Kentucky, Georgia and California. The Registrant also holds majority joint
venture interests in three business parks located in Minnesota and a shopping
center located in Florida. The properties are leased to tenants subject to
leases with original lease terms ranging from six months to one year for the
residential property and remaining lease terms of up to sixteen years for
commercial properties. The Registrant receives rental income from its properties
and is responsible for operating expenses, administrative expenses, capital
improvements and debt service payments. The Registrant also holds a second
mortgage loan receivable on a property located in Costa Mesa, California. As
described in "Item 8, Consolidated Financial Statements and Supplementary Data,
Note 4", in April 1995, the Registrant acquired the Irvine property by deed in
lieu of foreclosure and satisfied the first mortgage encumbering this property,
in the amount of approximately $1,114,000, including expenses. The mortgagor of
the Costa Mesa property assumed $400,000 of the debt encumbering the Irvine
property and the Registrant extended the maturity date of the loan to March 31,
2000. In April 1995, the loan encumbering the Registrant's in-substance
foreclosure property was satisfied at a discount. In July 1995, the Partnership
lost its second mortgage interest on 1726 M Street when the first mortgagee
foreclosed on this property. In 1992, the Partnership fully reserved for this
contingency. All of the Registrant's properties, except the Registrant's The
Enclaves Apartments (formerly Valley Apartments), generated positive cash flow
during the year ended December 31, 1995. The Registrant's The Enclaves
Apartments generated negative cash due to capital improvements (discussed
below).
The Registrant uses working capital reserves from any undistributed
cash flow from operations and proceeds from collection of a loan receivable as
its primary sources of liquidity. For the long term, it is anticipated that cash
from operations will remain the Registrant's primary source of liquidity. Cash
distributions to limited partners will remain suspended as cash flow and
existing working capital reserves are utilized for the repayment of Promissory
Notes. Promissory Note Holders continue to receive the required minimum interest
payments. The Registrant 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 (and was received in 1995). During 1995, management re-leased the
unoccupied space, on similar terms, and recognized the remaining unamortized
portion ($699,000) of the lease buy-out. In October 1995, the Registrant
accepted a lease buy-out agreement with a tenant that occupied 11,300 square
feet of space at Coral Palm Plaza for $300,000. The $300,000 payment is being
amortized into income on a straight-line basis over the remaining three years of
the tenant's lease. The Registrant is attempting to re-lease the space. In May
1995, a significant tenant at the Registrant's Interrich Plaza that occupied
19,000 square feet vacated. The Registrant is currently attempting to re-lease
the unoccupied space. A significant tenant at the Registrant's Sunnymead Towne
Center, that occupied 98,000 square feet, vacated during 1995 as part of the
retail chain's national downsizing. The Registrant continues to receive monthly
rent payments from the tenant. The Registrant has recorded a $2,900,000
provision for impairment of value on Sunnymead Towne Center. Effective March 1,
1996 the Registrant has ceased making debt service payments and does not intend
to make any future payments on Sunnymead Towne Center. Consequently, the
Registrant expects that the property will be foreclosed. If the property is lost
through foreclosure, the Registrant would recognize an extraordinary gain for
financial reporting purposes. During 1995 a construction project to replace the
breezeways at the Registrant's The Enclaves Apartments was started and completed
at a cost of approximately $260,000. Except for required tenant improvements,
the Registrant has no other plans for material capital expenditures.
The level of liquidity based on cash and cash equivalents experienced a
$1,176,000 increase at December 31, 1995, as compared to 1994. The Registrant's
$3,005,000 of net cash provided by operating activities was partially offset by
$981,000 of net cash used in investing activities, $805,000 of cash distributed
to the joint venture partner (financing activities) and $43,000 of cash
distributed to the general partner (financing activities). Cash used in
investing activities consisted of $1,114,000 of cash paid to satisfy the first
mortgage encumbering the Medtronics property, which the Registrant acquired
through deed in lieu of foreclosure, $864,000 of cash used for improvements to
real estate, primarily at the Registrant's The Enclaves Apartments and a $10,000
increase in restricted cash. The cash used in investing activities was partially
offset by $1,007,000 of cash received by the Registrant in satisfaction, at a
discount, of the mortgage loan encumbering the Registrant's in-substance
foreclosure property. 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 currently being invested in a money market
account 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,
regular debt service payments and minimum interest payments on the Promissory
Notes for the next twelve months and until February 1999 when the principal and
deferred interest on the Promissory Notes become due. At that time, Registrant
will be required to sell properties and/or extend the maturity date or replace
the Notes.
On January 19, 1996, the stockholders of NPI, the sole shareholder of
NPI Equity II, sold to IFGP Corporation all of the issued and outstanding stock
of NPI. IFGP Corporation caused new officers and directors of NPI Equity II and
the Managing General Partner to be elected. The Managing General Partner does
not believe these transactions will have a significant effect on the
Registrant's liquidity or results of operations. See "Item 1 Business-Change in
Control".
With respect to limited partners, at this time it appears that the
original investment objective of capital growth from inception of the Registrant
will not be attained and that investors will not receive a return of all their
invested capital and any portions that are returned will come from cash flow.
The extent to which invested capital is returned to investors is dependent upon
the performance of the Registrant's properties and the markets in which such
properties are located and on the sales price of the properties. In this regard,
it is anticipated at this time that some of the properties will continue to be
held longer than originally expected. The ability to hold and operate these
properties is dependent on the Registrant's ability to obtain additional
financing, refinancing or debt restructuring, as required. As to the Promissory
Note Holders and assuming the notes are held to maturity, the ability of the
Registrant to make it's payments of principal and interest is dependent upon the
ultimate sales prices, timing of sales of the remaining properties, net proceeds
received by the Registrant from sales and refinancing and overall Partnership
operations. Based on current projections, the Promissory Note Holders will not
receive any payment of residual interest.
Real Estate Market
The business in which the Registrant is engaged is highly competitive,
and the Registrant is not a significant factor in its industry. Each investment
property is located in or near a major urban area and, accordingly, competes for
rentals not only with similar properties in its immediate area but with hundreds
of similar properties throughout the urban area. Such competition is primarily
on the basis of location, rents, services and amenities. In addition, the
Registrant competes with significant numbers of individuals and organizations
(including similar partnerships, real estate investment trusts and financial
institutions) with respect to the sale of improved real properties, primarily on
the basis of the prices and terms of such transactions.
Results of Operations
1995 Compared to 1994
Operating results, before minority interest in joint ventures'
operations, improved by $3,111,000 for the year ended December 31, 1995 as
compared to 1994, due to an increase in revenues of $1,207,000 and a decrease in
expenses of $1,904,000. Operating results improved due to increased rental
revenues in excess of related operating expenses, the recognition of the lease
buy-out fee, the lower provision for impairment of value and no provision for
doubtful mortgage loans receivable in 1995.
Operating results, before minority interest in joint ventures'
operations and excluding the Medtronics property (which was acquired through
deed in lieu of foreclosure in April 1995), improved by $2,869,000 due to an
increase in revenues of $906,000 and a decrease in expenses of $1,963,000.
Rental revenues, before minority interest in joint ventures' operations
and excluding the Medtronics property, increased by $437,000 primarily due to
increased rental rates at the Registrant's The Enclaves Apartments and Regency
Centre and increased occupancy at the Registrant's Centre Stage, Alpha Business
Center and Westpoint Business Center joint venture properties. These increases
were partially offset by a decline in occupancy at the Registrant's Interrich
Plaza, Commerce Plaza and the Registrant's Coral Palm Plaza joint venture
property. Occupancy and rental rates remained relatively constant at the
Registrant's remaining properties. Interest and other income increased by
$632,000 due to the recognition of $699,000 of lease termination income at the
Registrant's Coral Palm Plaza joint venture property and an increase in interest
income due to an increase in average working capital reserves available for
investment and increased interest rates. The increases in interest and other
income were partially offset by $185,000 of proceeds from a legal settlement at
the Registrant's Regency Centre received during 1994. Interest income on
mortgage loans declined by $163,000 due to the termination of payment by the
borrower on the Medtronics mortgage loan in October 1994. The Registrant
acquired the Medtronics property through deed in lieu of foreclosure in April
1995.
Expenses, before minority interest in joint ventures' operations and
excluding the Medtronics property, decreased for the year ended December 31,
1995, as compared to 1994, due to having a lesser amount of non-recurring type
expenses. In 1995, the Registrant incurred a loss on satisfaction of the
mortgage loan receivable of $978,000 and the provision for impairment of value
on the Registrant's Sunnymead Towne Center property of $2,900,000. In 1994, the
Registrant incurred a provision for impairment of value on the Registrant's
Coral Palm Plaza joint venture property of $4,500,000 and a $1,250,000 provision
for doubtful mortgage loans receivable on the Registrant's Medtronics mortgage
loan receivable. The Registrant experienced decreases in depreciation expense of
$151,000, general and administrative expenses of $81,000 and interest expense of
$13,000, which were only slightly offset by an increase in operating expenses of
$154,000. Depreciation expense declined due to the provision for impairment of
value recorded on the Registrant's Coral Palm Plaza joint venture property.
General and administrative expenses decreased due to a reduction in asset
management costs. Interest expense decreased due to a decrease in the
amortization of deferred loan costs, which were fully amortized in 1994. All
other expenses remained relatively constant.
1994 Compared to 1993
Operating results, before minority interest in joint ventures'
operations, declined $5,296,000 for the year ended December 31, 1994, as
compared to 1993, as the $743,000 increase in revenues was more than offset by
the $6,039,000 increase in expenses which was due to the $4,500,000 provision
for impairment of value recorded on the Registrant's Coral Palm Plaza Joint
Venture property and a $1,250,000 provision for impairment of value on the
Registrant's Medtronics mortgage loan receivable.
Revenues increased by $743,000 for the year ended December 31, 1994, as
compared to 1993, due to increases in rental revenue of $749,000 and interest
and other income of $199,000, which were partially offset by a $205,000 decrease
in interest income on mortgage loans. The Registrant experienced increased
occupancy at its Highland Park Commerce Center, Regency Centre, Alpha Business
Center and Plymouth Business Center properties. Occupancy remained relatively
constant at the Registrant's remaining properties. The Registrant experienced an
increase in rental rates at its Valley Apartments, Sunnymead Towne Center and
Westpoint Business Center properties, which were partially offset by a decrease
in rental rates at the Registrant's Commerce Plaza and Highland Park Commerce
Center properties. Interest and other income increased due to an increase in
average working capital reserves available for investment and proceeds received
from a legal settlement for tenant rent at the Registrant's Regency Center
property. Interest income on mortgage loans declined due to the termination of
payments by the borrower on the 1726 M Street Office Building in September 1993,
and on the Medtronics mortgage loan in October 1994. The accrual and deferral of
interest on the Medtronics mortgage loan receivable ceased in 1994 due to the
provision for impairment.
Expenses increased $6,039,000 for the year ended December 31, 1994, as
compared to 1993, due to a $4,500,000 provision for impairment of value on the
Registrant's Coral Palm Plaza joint venture property and a $1,250,000 provision
for impairment of value on the Registrant's Medtronics mortgage loan receivable.
In addition the Registrant experienced increases in operating expenses of
$443,000 and depreciation of $114,000, which were partially offset by decreases
in interest expense of $171,000 and general and administrative expenses of
$97,000. Operating expenses increased primarily due to increased rent-up and
general repairs and maintenance expenses at the Registrant's The Enclaves
Apartments property. Depreciation expense increased due to the effect of fixed
asset additions, primarily at the Registrant's The Enclaves Apartments and at
the Registrant's Alpha Business Center and Westpoint Business Center joint
venture properties. General and administrative expenses decreased due to a
reduction in asset management costs. Interest expense declined as a result of
the modification of the interest rate on the mortgage encumbering the
Registrant's Sunnymead Towne Center property, pursuant to the prior years
reorganization plan effective November 1993.
Item 8. Consolidated Financial Statements and Supplementary Data.
CENTURY PENSION INCOME FUND XXIII,
A California Limited Partnership
CONSOLIDATED FINANCIAL STATEMENTS
YEAR ENDED DECEMBER 31, 1995
INDEX
Page
Independent Auditors' Reports...........................................F - 2
Consolidated Financial Statements:
Balance Sheets at December 31, 1995 and 1994.......................F - 4
Statements of Operations for the Years Ended December 31, 1995,
1994 and 1993....................................................F - 5
Statements of Partners' Equity (Deficit) for the Years Ended
December 31, 1995, 1994 and 1993................................F - 6
Statements of Cash Flows for the Years Ended December 31, 1995,
1994 and 1993....................................................F - 7
Notes to Consolidated Financial Statements.........................F - 8
Financial Statement Schedules:
Schedule II - Valuation and Qualifying Accounts for the
Years Ended December 31, 1995, 1994
and 1993........... .......................F - 19
Schedule III - Real Estate and Accumulated Depreciation
at December 31, 1995.......................F - 20
Schedule IV - Mortgage Loans on Real Estate at
December 31, 1995..........................F - 23
CORAL PALM PLAZA JOINT VENTURE
Independent Auditors' Reports...........................................F - 25
Financial Statements:
Balance Sheets at December 31, 1995 and 1994.......................F - 27
Statements of Operations for the Years Ended December 31, 1995,
1994 and 1993....................................................F - 28
Statements of Partners' Equity for the Years Ended
December 31, 1995, 1994 and 1993.................................F - 29
Statements of Cash Flows for the Years Ended December 31, 1995,
1994 and 1993....................................................F - 30
Notes to Financial Statements......................................F - 31
Financial Statement Schedule:
Schedule III - Real Estate and Accumulated Depreciation
at December 31, 1995.......................F - 35
MINNEAPOLIS BUSINESS PARKS JOINT VENTURE
Independent Auditors' Reports...........................................F - 37
Financial Statements:
Balance Sheets at December 31, 1995 and 1994.......................F - 39
Statements of Operations for the Years Ended December 31, 1995,
1994 and 1993....................................................F - 40
Statements of Partners' Equity for the Years Ended
December 31, 1995, 1994 and 1993................................F - 41
Statements of Cash Flows for the Years Ended December 31, 1995,
1994 and 1993...................................................F - 42
Notes to Financial Statements......................................F - 43
Financial Statement Schedule:
Schedule III - Real Estate and Accumulated Depreciation
at December 31, 1995.......................F - 46
Financial statement schedules not included have been omitted because of the
absence of conditions under which they are required or because the information
is included elsewhere in financial statements.
To the Partners
Century Pension Income Fund XXIII,
A California Limited Partnership
Greenville, South Carolina
Independent Auditors' Report
We have audited the accompanying consolidated balance sheets of Century Pension
Income Fund XXIII, A California Limited Partnership (the "Partnership") and its
joint ventures and subsidiary as of December 31, 1995 and 1994, and the related
consolidated statements of operations, partners' equity (deficit) and cash flows
for the years then ended. Our audits also included the consolidated financial
statement schedules supplied pursuant to Item 14(a)(2). These consolidated
financial statements are the responsibility of the Partnership's management. Our
responsibility is to express an opinion on these consolidated financial
statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audits to obtain
reasonable assurance about whether the consolidated financial statements are
free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the consolidated financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
consolidated financial statement presentation. We believe that our audits
provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the consolidated financial position of Century
Pension Income Fund XXIII, A California Limited Partnership, and its joint
ventures and subsidiary as of December 31, 1995 and 1994, and the results of
their operations and their cash flows for the years then ended in conformity
with generally accepted accounting principles. Also in our opinion, the related
financial statement schedules, when considered in relation to the basic
consolidated financial statements taken as a whole, present fairly, in all
material respects, the information set forth therein.
Imowitz Koeniz & Co., LLP
Certified Public Accountants
New York, N.Y.
March 1, 1996
INDEPENDENT AUDITORS' REPORT
Century Pension Income Fund XXIII:
We have audited the accompanying consolidated statements of operations,
partners' equity (deficit) and cash flows of Century Pension Income Fund XXIII
(a California limited partnership) (the "Partnership") and its joint ventures
and subsidiary for the year ended December 31, 1993. These financial statements
are the responsibility of the Partnership's management. Our responsibility is
to express an opinion on these financial statements based on our audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation.
We believe that our audit provides a reasonable basis for our opinion. In our
opinion, such consolidated financial statements present fairly, in all material
respects, the results of operations and cash flows of the Partnership and its
joint ventures and subsidiary for the year ended December 31, 1993 in
conformity with generally accepted accounting principles.
DELOITTE & TOUCHE LLP
San Francisco, California
March 18, 1994
CENTURY PENSION INCOME FUND XXIII,
A California Limited Partnership
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
DECEMBER 31,
--------------------------
1995 1994
ASSETS ------------ ------------
- ------
<S> <C> <C>
Cash and cash equivalents $ 6,378,000 $ 5,202,000
Restricted cash 158,000 148,000
Receivables and other assets, net 894,000 1,419,000
Mortgage loans receivable 1,137,000 1,749,000
Real Estate:
Real estate 96,503,000 93,913,000
In-substance foreclosure property - 1,985,000
Accumulated depreciation (19,094,000) (16,529,000)
Allowance for impairment of value (9,991,000) (7,091,000)
------------ ------------
Real estate, net 67,418,000 72,278,000
Deferred sales commissions, net 823,000 1,087,000
Deferred organization expenses, net 489,000 644,000
Deferred leasing commissions, net 857,000 773,000
------------ ------------
Total assets $ 78,154,000 $ 83,300,000
============ ============
LIABILITIES AND PARTNERS' DEFICIT
Deferred income, accrued expenses and other liabilities $ 738,000 $ 1,236,000
Deferred interest - notes payable 714,000 638,000
Notes payable 16,956,000 16,947,000
Non-Recourse Promissory Notes:
Principal 41,939,000 41,939,000
Deferred interest payable 30,092,000 27,326,000
------------ ------------
Total liabilities 90,439,000 88,086,000
------------ ------------
Minority interest in consolidated joint ventures 7,383,000 7,681,000
------------ ------------
Partners' Deficit:
General partner (2,089,000) (1,903,000)
Limited partners (95,789 units outstanding at
December 31, 1995 and 1994) (17,579,000) (10,564,000)
------------ ------------
Total partners' deficit (19,668,000) (12,467,000)
------------ ------------
Total liabilities and partners' deficit $ 78,154,000 $ 83,300,000
============ ============
</TABLE>
See notes to consolidated financial statements.
CENTURY PENSION INCOME FUND XXIII,
A California Limited Partnership
CONSOLIDATED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
--------------------------------------------------------
1995 1994 1993
------------ ------------ ------------
<S> <C> <C> <C>
Revenues:
Rental $ 11,591,000 $ 10,853,000 $ 10,104,000
Interest and other income 1,008,000 376,000 177,000
Interest income on mortgage loans 81,000 244,000 449,000
------------ ------------ ------------
Total revenues 12,680,000 11,473,000 10,730,000
------------ ------------ ------------
Expenses (including $473,000, $297,000 and
$111,000 paid to the general partner and affiliates
in 1995, 1994 and 1993):
Interest on Non-Recourse Promissory Notes 4,863,000 4,863,000 4,863,000
Amortization 419,000 419,000 419,000
Operating 5,148,000 4,969,000 4,526,000
Provision for impairment of value 2,900,000 4,500,000 -
Depreciation 2,565,000 2,682,000 2,568,000
Interest on notes payable 1,729,000 1,742,000 1,913,000
Provision for doubtful mortgage loan and
interest receivable - 1,250,000 -
Loss on satisfaction of mortgage loan receivable 978,000 - -
General and administrative 729,000 810,000 907,000
------------ ------------ ------------
Total expenses 19,331,000 21,235,000 15,196,000
------------ ------------ ------------
Loss before minority interest in joint ventures'
operations (6,651,000) (9,762,000) (4,466,000)
Minority interest in joint ventures' operations (507,000) 1,245,000 (107,000)
------------ ------------ ------------
Net loss $ (7,158,000) $ (8,517,000) $ (4,573,000)
============ ============ ============
Net loss per individual investor unit $ (73.23) $ (87.14) $ (46.79)
============ ============ ============
</TABLE>
See notes to consolidated financial statements.
CENTURY PENSION INCOME FUND XXIII,
A California Limited Partnership
CONSOLIDATED STATEMENTS OF PARTNERS' EQUITY (DEFICIT)
YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
Unit Total
General holders' partners'
partner's equity equity
(deficit) (deficit) (deficit)
------------ ------------ ------------
Balance - January 1, 1993 $ (1,556,000) $ 2,265,000 $ 709,000
Net loss (91,000) (4,482,000) (4,573,000)
Cash distributions (43,000) - (43,000)
------------ ------------ ------------
Balance - December 31, 1993 (1,690,000) (2,217,000) (3,907,000)
Net loss (170,000) (8,347,000) (8,517,000)
Cash distributions (43,000) - (43,000)
------------ ------------ ------------
Balance - December 31, 1994 $ (1,903,000) (10,564,000) (12,467,000)
Net loss (143,000) (7,015,000) (7,158,000)
Cash distributions (43,000) - (43,000)
------------ ------------ ------------
Balance - December 31, 1995 $ (2,089,000) $(17,579,000) $(19,668,000)
============ ============ ============
See notes to consolidated financial statements.
CENTURY PENSION INCOME FUND XXIII,
A California Limited Partnership
CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
----------------------------------------------------
1995 1994 1993
<S> ------------ ------------ ------------
CASH FLOWS FROM OPERATING ACTIVITIES: <C> <C> <C>
Net loss $ (7,158,000) $ (8,517,000) $ (4,573,000)
Adjustments to reconcile net loss to net cash provided by
operating activities:
Depreciation and amortization 3,238,000 3,420,000 3,244,000
Provision for impairment of value 2,900,000 4,500,000 -
Provision for doubtful receivables 27,000 45,000 126,000
Provision for doubtful mortgage loans and interest
receivable - 1,250,000 -
Minority interest in joint ventures' operations 507,000 (1,245,000) 107,000
Loss on satisfaction of mortgage loan receivable 978,000 - -
Deferred interest added to mortgage loan principal - - (63,000)
Deferred interest added to note payable principal 9,000 39,000 598,000
Deferred interest on non-recourse promissory notes 2,766,000 2,766,000 2,766,000
Deferred leasing commissions paid (338,000) (289,000) (581,000)
Changes in operating assets and liabilities:
Receivables and other assets 498,000 (705,000) (249,000)
Deferred income, interest, accrued expenses and other liabilities (422,000) 805,000 (311,000)
------------ ------------ ------------
Net cash provided by operating activities 3,005,000 2,069,000 1,064,000
------------ ------------ ------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Cost of real estate acquired through foreclosure (1,114,000) - -
Additions to real estate (864,000) (1,017,000) (1,578,000)
Restricted cash (increase) decrease (10,000) 63,000 (87,000)
Purchase of cash investments - - (9,196,000)
Proceeds from cash investments - 3,357,000 8,107,000
Proceeds from satisfaction of mortgage loan receivable 1,007,000 - -
------------ ------------ ------------
Net cash (used in) provided by investing activities (981,000) 2,403,000 (2,754,000)
------------ ------------ ------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Joint venture partner distributions (805,000) (150,000) (201,000)
Notes payable principal payments - - (48,000)
Cash distributions to the general partner (43,000) (43,000) (43,000)
------------ ------------ ------------
Cash (used in) financing activities (848,000) (193,000) (292,000)
------------ ------------ ------------
Increase (Decrease) in Cash and Cash Equivalents 1,176,000 4,279,000 (1,982,000)
Cash and Cash Equivalents at Beginning of Year 5,202,000 923,000 2,905,000
------------ ------------ ------------
Cash and Cash Equivalents at End of Year $ 6,378,000 $ 5,202,000 $ 923,000
============ ============ ============
Supplemental Disclosure of Cash Flow Information:
Interest paid in cash during the year - notes payable $ 1,644,000 $ 1,737,000 $ 1,446,000
Interest paid in cash during the year - non-recourse ============ ============ ============
promissory notes $ 2,097,000 $ 2,097,000 $ 2,097,000
============ ============ ============
Supplemental Disclosure of Non-cash Investing
and Financing Activities:
Deferred interest added to note payable principal $ - $ 6,000 $ 678,000
============ ============ ============
Mortgage loan receivable reclassified to real $ 612,000 $ - $ -
estate (Note 4) ============ ============ ============
</TABLE>
See notes to consolidated financial statements.
CENTURY PENSION INCOME FUND XXIII,
A California Limited Partnership
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization
Century Pension Income Fund XXIII (the "Partnership"), is a limited
partnership organized in 1984 under the laws of the State of California
to acquire, hold for investment and ultimately sell income-producing real
properties, and invest in, service and ultimately collect or dispose of
mortgage loans on income-producing real properties. The Partnership
currently owns one apartment complex located in Georgia, four business
parks located in Florida, North Carolina, California and Texas, and three
shopping centers located in Kentucky, Georgia and California. The
Partnership also holds a sixty-eight percent joint venture interest in
three business parks located in Minnesota and a 66 and two thirds percent
joint venture interest in a shopping center located in Florida. The
general partner is Fox Partners V, a California general partnership whose
general partners are Fox Capital Management Corporation ("FCMC"), a
California corporation, and Fox Realty Investors ("FRI"), a California
general partnership. The capital contributions of $47,894,500 ($500 per
unit) were made by individual investor unit holders.
On December 6, 1993, the shareholders of FCMC entered into a Voting Trust
Agreement with NPI Equity Investments II, Inc. ("NPI Equity" or the
"Managing General Partner") pursuant to which NPI Equity was granted the
right to vote 100 percent of the outstanding stock of FCMC and NPI Equity
became the managing general partner of FRI. As a result, NPI Equity
became responsible for the operation and management of the business and
affairs of the Partnership and the other investment partnerships
originally sponsored by FCMC and/or FRI. NPI Equity is a wholly-owned
subsidiary of National Property Investors, Inc. ("NPI, Inc."). The
shareholders of FCMC and the partners in FRI retain indirect economic
interests in the Partnership and such other investment limited
partnerships, but have ceased to be responsible for the operation and
management of the Partnership and such other partnerships.
On January 19, 1996, the stockholders of NPI, Inc. sold all of the issued
and outstanding stock of NPI, Inc. to an affiliate of Insignia Financial
Group, Inc. ("Insignia") (see Note 13).
Consolidation
The consolidated financial statements include the Partnership, its wholly
owned subsidiary formed in 1991 which owns the Sunnymead Towne Center
property and two joint ventures in which the Partnership has a
controlling interest. An affiliated Partnership owns the minority
interest in these joint ventures which were formed in 1987. All
significant intercompany transactions and balances have been eliminated.
Use of Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates
and assumptions that affect the amounts reported in the financial
statements and accompanying notes. Actual results could differ from
those estimates.
CENTURY PENSION INCOME FUND XXIII,
A California Limited Partnership
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Fair Value of Financial Instruments
In 1995, the Partnership implemented Statement of Financial Accounting
Standards ("SFAS") No. 107, "Disclosures about Fair Value of Financial
Instruments," as amended by SFAS No. 119, "Disclosures about Derivative
Financial Instruments and Fair Value of Financial Instruments," which
requires disclosure of fair value information about financial
instruments, whether or not recognized in the balance sheet, for which it
is practicable to estimate fair value. Fair value is defined in the SFAS
as the amount at which the instrument could be exchanged in a current
transaction between willing parties, other than in a forced or
liquidation sale. The Partnership believes that the carrying amount of
its financial instruments (except for long term debt and mortgage
receivable) approximates fair value due to the short term maturity of
these instruments. The estimated fair value of the Partnership's mortgage
receivable and long term debt, after discounting the scheduled payments
to maturity, is as follows:
Carrying Fair
Value Value
----------- -----------
Mortgage Receivable $ 1,137,000 $ 1,042,000
Long Term Debt (including deferred interest):
Notes payable 17,670,000 19,215,000
Non-Recourse Promissory Notes 72,031,000 68,902,000
Real Estate
Real estate is stated at cost. Acquisition fees are capitalized as a cost
of real estate. In 1995, the Partnership adopted SFAS No. 121,
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived
Assets to Be Disposed Of ", which requires impairment losses to be
recognized for long-lived assets used in operations when indicators of
impairment are present and the undiscounted cash flows are not sufficient
to recover the asset's carrying amount. The impairment loss is measured
by comparing the fair value of the asset to its carrying amount. The
adoption of the SFAS had no effect on the Partnership's financial
statements.
Cash and Cash Equivalents
The Partnership considers all highly liquid investments with an original
maturity of three months or less at the time of purchase to be cash
equivalents.
CENTURY PENSION INCOME FUND XXIII,
A California Limited Partnership
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Concentration of Credit Risk
The Partnership maintains cash balances at institutions insured up to
$100,000 by the Federal Deposit Insurance Corporation. Balances in excess
of $100,000 are usually invested in a money market account and repurchase
agreements, which are collateralized by United States Treasury
obligations. Cash balances exceeded these insured levels during the year.
Depreciation
Depreciation is computed by the straight-line method over estimated
useful lives ranging from 27.5 to 39 years for buildings and improvements
and six years for furnishings.
Deferred Sales Commissions and Organization Expenses
Sales commissions and organization expenses related to the Pension
Investor Notes ("Non-Recourse Promissory Notes", "Promissory Notes" or
"Notes") are deferred and amortized by the straight-line method over the
life of the notes. In addition, as principal payments are made, a
proportionate amount of deferred costs are expensed. Sales commissions
and organization expenses related to the individual investor units were
charged to partners' equity. At December 31, 1995 and 1994, accumulated
amortization of deferred sales commissions and organization expenses
totaled $4,254,000 and $3,835,000, respectively.
Deferred Leasing Commissions
Leasing commissions are deferred and amortized over the lives of the
related leases, which range from one to sixteen years. Such amortization
is charged to operating expenses. At December 31, 1995 and 1994,
accumulated amortization of deferred leasing commission totaled $656,000
and $511,000, respectively.
Net Loss Per Individual Investor Unit
The net loss per individual investor unit is computed by dividing the net
loss allocated to the individual investor unit holders by 95,789 units
outstanding.
Income Taxes
Taxable income or loss of the Partnership is reported in the income tax
returns of its partners. Accordingly, no provision for income taxes is
made in the financial statements of the Partnership.
CENTURY PENSION INCOME FUND XXIII,
A California Limited Partnership
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
2. RELATED PARTY TRANSACTIONS
In accordance with the partnership agreement, the Partnership may be
charged by the general partner and affiliates for services provided to
the Partnership. From March 1988 to December 1992 such rights were
assigned pursuant to a services agreement by the general partner and
affiliates to Metric Realty Services, L.P. ("MRS"), which performed
partnership management and other services for the Partnership.
On January 1, 1993, Metric Management, Inc. ("MMI"), successor to MRS, a
company which is not affiliated with the general partner, commenced
providing certain property and portfolio management services to the
Partnership under a new services agreement. As provided in the new
services agreement, effective January 1, 1993, no reimbursements were
made to the general partner and affiliates in 1993. Subsequent to
December 31, 1992, reimbursements were made to MMI. On December 16, 1993,
the services agreement with MMI was modified and, as a result thereof,
the Managing General Partner began directly providing cash management and
other Partnership services on various dates commencing December 23, 1993.
On March 1, 1994, an affiliate of NPI Equity commenced providing certain
property management services. Related party expenses for the years ended
December 31, 1995, 1994 and 1993 were as follows:
1995 1994 1993
---- ---- ----
Property management fees $104,000 $ 81,000 $ -
Partnership management fees 111,000 111,000 111,000
Real estate tax reduction fees 88,000 10,000 -
Reimbursement of operational
expenses:
Partnership accounting and
investor services 96,000 88,000 -
Professional services - 7,000 -
-------- -------- --------
Total $399,000 $297,000 $111,000
======== ======== ========
Property management fees and real estate tax reduction fees are included
in operating expenses. Partnership management fees and reimbursed
expenses are primarily included in general and administrative expenses.
In addition, approximately $74,000 of insurance premiums, which were paid
to an affiliate of NPI, Inc. under a master insurance policy arranged by
such affiliate, are included in operating expenses for the year ended
December 31, 1995.
CENTURY PENSION INCOME FUND XXIII,
A California Limited Partnership
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
2. RELATED PARTY TRANSACTIONS (Continued)
In accordance with the partnership agreement, the general partner was
allocated its two percent continuing interest in the Partnership's net
loss and taxable loss. The partnership management fee and partnership
management incentive are limited by the partnership agreement to ten
percent of cash available for distribution before interest payments to
the Promissory Note holders and the partnership management fee. In each
of the years ended December 31, 1995, 1994 and 1993, the general partner
received $43,000 of cash distributions, which were equal to 2 percent of
cash distributions to Promissory Note holders.
3. RESTRICTED CASH
Restricted cash at December 31, 1995 and 1994 represents cash partially
securing the Sunnymead Towne Center note payable, which is restricted as
to its use pursuant to a court approved reorganization plan and the
modified note agreements (see Note 11).
4. 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. 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 mortgage 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 in 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 31, 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.
CENTURY PENSION INCOME FUND XXIII,
A California Limited Partnership
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
4. MORTGAGE LOANS RECEIVABLE (Continued)
In July 1995, the Partnership lost its second mortgage interest on 1726 M
Street when the first mortgagee foreclosed on this property. In 1992, the
Partnership fully reserved for this contingency.
In April 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 1992 a $1,850,000 provision for uncollectable mortgage and interest
receivable had been recorded.
5. REAL ESTATE
Real estate, at December 31, 1995 and 1994, is summarized as follows:
Residential Commercial
1995: Property Properties Total
- ----- ------------ ------------ ------------
Land $ 1,901,000 $ 19,478,000 $ 21,379,000
Buildings and improvements 8,307,000 66,592,000 74,899,000
Furnishings 201,000 24,000 225,000
------------ ------------ ------------
Total 10,409,000 86,094,000 96,503,000
Accumulated depreciation (1,335,000) (17,759,000) (19,094,000)
Allowance for impairment
of value - (9,991,000) (9,991,000)
------------ ------------ ------------
Real estate, net $ 9,074,000 $ 58,344,000 $ 67,418,000
============ ============ ============
CENTURY PENSION INCOME FUND XXIII,
A California Limited Partnership
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
5. REAL ESTATE (Continued)
Residential Commercial
1994: Property Properties Total
- ----- ----------- ----------- -----------
Land $1,901,000 $19,133,000 $21,034,000
Buildings and improvements 7,879,000 64,793,000 72,672,000
Furnishings 187,000 20,000 207,000
In-Substance foreclosure - 1,985,000 1,985,000
---------- ----------- -----------
Total 9,967,000 85,931,000 95,898,000
Accumulated depreciation (1,032,000) (15,497,000) (16,529,000)
Allowance for impairment
of value - (7,091,000) (7,091,000)
---------- ----------- -----------
Real estate, net $8,935,000 $63,343,000 $72,278,000
========== =========== ===========
6. PROVISION FOR IMPAIRMENT OF VALUE
In 1995 and 1994, a $2,900,000 provision for impairment of value and a
$4,500,000 provision for impairment of value was recorded on the
Partnership's Sunnymead Towne Center and Coral Palm Plaza Joint Venture
properties, respectively. The Partnership determined that, based upon
current economic conditions and projected future operational cash flows,
the decline in values were other than temporary and that recovery of
their carrying value was not likely. Accordingly, the properties carrying
values were reduced to an amount equal to their estimated fair value. Due
to the current real estate market it is reasonably possible that the
Partnership's estimate of fair value will change within the next year.
7. TERMINATION AGREEMENTS WITH FORMER TENANTS
In December 1994, the Partnership accepted a lease buy-out of $800,000
from a significant tenant at the Partnership's 66.67% owned joint venture
property, which was received in 1995. During 1995, management re-leased
all of the unoccupied space, on similar terms, and recognized the
remaining portion of the lease buy-out in the amount of $699,000 as other
income.
In October 1995, the Partnership accepted a lease buy-out and termination
agreement with a former tenant at the Partnership's Coral Palm Plaza
property. The $300,000 termination payment, has been deferred and is
being amortized into income on a straight-line basis over the remaining
three years of the former tenant's lease.
CENTURY PENSION INCOME FUND XXIII,
A California Limited Partnership
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
8. NON-RECOURSE PROMISSORY NOTES
The Non-Recourse Promissory Notes are secured by a deed of trust on all
properties owned in fee by the Partnership and its wholly owned
subsidiary, by a secured interest in the joint venture interests held by
the Partnership, and by a pledge of the note and of the deed of trust on
the real properties underlying the mortgage loans made by the
Partnership. The Notes were issued in two series. The "1985 Series
Notes," in the amount of $33,454,000, bear interest at 12 percent per
annum, and the "1986 Series Notes," in the amount of $8,485,000, bear
interest at ten percent per annum, except that portions of the interest
may be deferred, provided the Partnership makes minimum interest payments
of 5% on the unpaid principal balance. The deferred interest does not
accrue additional interest. The Notes are due February 15, 1999. In
accordance with the Partnership Agreement and the Trust Indenture, upon
the sale, repayment or other disposition of any Partnership property or
Partnership mortgage loan, 98 percent of the resulting distributable cash
proceeds is first allocated to the payment of Promissory Notes until such
Notes and related accumulated deferred interest payable are repaid and
thereafter the cash proceeds are distributed to the Partnership's general
partner, Individual Unit holders, and Note holders. Note holders are also
entitled to the payment of residual interest after specified payments to
the general partner and Individual Unit holders as set forth in the Trust
Indenture but it appears no residual interest will be paid.
9. NOTES PAYABLE
The Sunnymead Towne Shopping Center ("Sunnymead") located in Moreno
Valley, California and The Enclaves Apartments complex located in
Atlanta, Georgia were the only properties pledged as collateral for notes
payable at December 31, 1995. One note bore interest at 9.0 percent until
November 1995 and 9.5 percent thereafter, and the other note at 12.0625
percent. The notes require balloon payments of $9,510,000 and $6,856,000
in 2000 and 2001, respectively, exclusive of deferred interest.
Principal payments at December 31, 1995 are required as follows:
1996 $97,000
1997 106,000
1998 117,000
1999 129,000
2000 9,651,000
2001 6,856,000
-----------
Total $16,956,000
===========
Effective March 1, 1996, the Partnership ceased making debt service
payments on the Sunnymead property and will not make such payments in the
future. Consequently, the Partnership expects that the property will be
foreclosed upon and has recorded a $2,900,000 provision for impairment of
value in 1995 (see Note 6). Upon foreclosure the Partnership would
recognize an extraordinary gain on the extinguishment of debt for
financial reporting purposes.
CENTURY PENSION INCOME FUND XXIII,
A California Limited Partnership
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
10. MINIMUM FUTURE RENTAL REVENUES
Minimum future rental revenues from operating leases having
non-cancelable lease terms in excess of one year at December 31, 1995,
are as follows:
1996 $ 7,215,000
1997 6,276,000
1998 5,396,000
1999 4,105,000
2000 3,002,000
Thereafter 11,403,000
-----------
Total $37,397,000
===========
Amortization of deferred leasing commissions totaled $254,000, $224,000
and $252,000 for 1995, 1994 and 1993, respectively, and are included in
operating expenses.
11. PETITION FOR RELIEF UNDER CHAPTER 11 BY A SUBSIDIARY
In March 1991 a wholly owned subsidiary of the Partnership acquired
Sunnymead Towne Center Shopping Center through foreclosure. On June 24,
1992 a petition for relief was filed under Chapter 11 of the United
States Bankruptcy Code in the United States Bankruptcy Court for the
Central District of California in order to reorganize the debt relating
to the property which the Partnership believed would facilitate continued
ownership of the property for investment purposes.
An amended plan of reorganization became effective on November 15, 1993
at which time the carrying amount of unpaid principal and interest was
$10,528,000. The plan limited the lenders claim to $10,100,000. In
addition, a short fall account of $100,000 was established. Effective
March 1, 1996, the Partnership ceased making debt service payments. The
Partnership anticipates that the property will be lost through
foreclosure (see Note 9).
CENTURY PENSION INCOME FUND XXIII,
A California Limited Partnership
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
12. RECONCILIATION TO INCOME TAX METHOD OF ACCOUNTING
The differences between the accrual method of accounting for income tax
reporting and the accrual method of accounting used in the consolidated
financial statements are as follows:
1995 1994 1993
---- ---- ----
Net loss - financial statements $(7,158,000) $(8,517,000) $(4,573,000)
Differences resulted from:
Provision for impairment
of value 2,900,000 4,500,000 -
Provision for doubtful
mortgage loans and interest
receivable - 1,250,000 -
Loss on satisfaction of
mortgage receivable 978,000 - -
Original issue discount (641,000) 740,000 418,000
Deferred income (425,000) 791,000 8,000
Depreciation (295,000) (122,000) (195,000)
Long-term capital loss (7,980,000) - -
Bad debt expense - (62,000) 69,000
Interest expense capitalized 52,000 21,000 59,000
Minority interest in joint
ventures' operations 181,000 (1,815,000) (101,000)
Interest accrual (118,000) (105,000) 260,000
Property tax accrual - - (45,000)
------------ ----------- -----------
Net loss - income tax method $(12,506,000) $(3,319,000) $(4,100,000)
============ =========== ===========
Taxable loss per Individual
Investor Unit after giving
effect to the allocation to
the general partner $ (128) $ (34) $ (42)
============ =========== ===========
CENTURY PENSION INCOME FUND XXIII,
A California Limited Partnership
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
12. RECONCILIATION TO INCOME TAX METHOD OF ACCOUNTING (Continued)
1995 1994 1993
---- ---- ----
Partners' (deficit) -
financial statements $(19,668,000) $(12,467,000) $(3,907,000)
Differences resulted from:
Sales commissions and
organization expenses 6,558,000 6,558,000 6,558,000
Original issue discount 5,037,000 5,786,000 5,046,000
Provision for doubtful
mortgage loans interest
receivable - 4,999,000 3,749,000
Provision for impairment
of value 9,991,000 7,091,000 2,591,000
Deferred income 400,000 825,000 34,000
Acquisition costs expensed (21,000) (21,000) (21,000)
Depreciation (2,654,000) (2,359,000) (2,237,000)
Payments credited to rental
properties 2,111,000 2,111,000 2,111,000
Foreclosure of mortgage loan
receivable - 1,895,000 1,895,000
Minority interest in joint
ventures' operations (3,533,000) (3,714,000) (1,899,000)
Capitalized expense 486,000 486,000 486,000
Interest expense capitalized 198,000 146,000 125,000
Bad debt expense 54,000 54,000 116,000
Interest accrual 788,000 906,000 1,011,000
Other 485,000 485,000 485,000
----------- ----------- -----------
Partners' equity - income
tax method $ 232,000 $12,781,000 $16,143,000
=========== =========== ===========
13. SUBSEQUENT EVENT
On January 19, 1996, the stockholders of NPI, Inc. sold all of the issued
and outstanding stock of NPI, Inc. to an affiliate of Insignia. As a
result of the transaction, the Managing General Partner of the
Partnership is controlled by Insignia. Insignia affiliates now provide
property management services to the Partnership's residential property,
asset management services to the Partnership, maintain its books and
records and oversee its operations.
SCHEDULE II
CENTURY PENSION INCOME FUND XXIII,
A California Limited Partnership
VALUATION AND QUALIFYING ACCOUNTS
For the Years Ended December 31, 1995, 1994 and 1993
COLUMN A COLUMN B COLUMN C COLUMN D COLUMN E
-------- -------- -------- -------- --------
Additions
--------------------
Charged Charged Balance
Balance at to Costs to Other at
Beginning and Accounts - Deductions - End of
Description of Period Expenses Describe Describe Period
- ----------- --------- -------- -------- -------- ------
Allowance for
doubtful accounts
receivable:
1995 $ 55,000 $ 27,000 $ - $ 27,000(1) $ 55,000
1994 $ 116,000 $ 45,000 $ - $ 106,000(1) $ 55,000
1993 $ 47,000 $ 126,000 $ - $ 57,000(1) $ 116,000
Allowance for
loss on mortgage
loans receivable:
1995 $3,149,000 $ - $ - $1,250,000(2) $ -
1994 $1,899,000 $1,250,000 $ - $ - $3,149,000
1993 $1,899,000 $ - $ - $ - $1,899,000
(1) Uncollected receivables written off.
(2) Property acquired by Partnership through deed in lieu of foreclosure, (see
Note 4 to the consolidated financial statements).
(3) Partnership lost its second mortgage interest on property when the first
mortgagee foreclosed on the property (see Note 4 to the consolidated
statements).
CENTURY PENSION INCOME FUND XXIII,
A California Limited Partnership
REAL ESTATE AND ACCUMULATED DEPRECIATION SCHEDULE III
DECEMBER 31, 1995
<TABLE>
<CAPTION>
Column A Column B Column C Column D
- -------- -------- -------- --------
Cost capitalized
Initial cost subsequent to
to partnership acquisition
----------------------- ----------------------
Buildings and Carrying
Description Encumbrances (4) Land Improvements Improvements Costs
- ----------- ---------------- ---- ------------ ------------ -----
(Amounts in thousands)
PARTNERSHIP:
<S> <C> <C> <C> <C> <C>
Commerce Plaza
Tampa, Florida $ - $ 1,604 $ 4,188 $ 717 $ -
Regency Centre
Lexington, Kentucky - 3,123 10,398 812 (54)
Highland Park
Commerce Center - Phase II
Charlotte, North
Carolina - 654 4,849 659 (406)
Interrich Plaza (5)
Richardson, Texas - 587 1,833 356 -
Centre Stage
Shopping Center (7)
Norcross, Georgia - 1,300 6,588 344 -
The Enclaves Apartments (6)
Atlanta, Georgia 6,856 1,901 7,603 905 -
Medtronics
Irvine, California - 345 1,381 - -
SUBSIDIARY:
Sunnymead Towne
Center (6)
Moreno Valley,
California 10,100 2,512 7,452 244 -
<CAPTION>
Column A Column E Column F Column G Column H Column I
- -------- -------- -------- -------- -------- --------
Gross amount Accumulated on which
carried at Depreciation depreciation
close of period (1) and is computed
------------------------------- Provision for in latest
Buildings and Impairment Year of Date statement of
Description Land Improvements Total (2) (3) Construction Acquired operations
- ----------- ---- ------------ --------- --------- ------------ -------- ------------
(Amounts in thousands)
PARTNERSHIP:
<S> <C> <C> <C> <C> <C> <C> <C>
Commerce Plaza
Tampa, Florida $ 1,604 $ 4,905 $ 6,509 $ 1,524 1980/1981 3/86 6-39 Yrs.
Regency Centre
Lexington, Kentucky 3,111 11,168 14,279 3,536 1981 5/86 6-39 Yrs.
Highland Park
Commerce Center - Phase II
Charlotte, North
Carolina 619 5,137 5,756 1,671 1985 9/86 6-39 Yrs.
Interrich Plaza (5)
Richardson, Texas 587 2,189 2,776 547 1986 4/88 6-39 Yrs.
Centre Stage
Shopping Center (7)
Norcross, Georgia 1,300 6,932 8,232 1,445 1986 1/90 6-39 Yrs.
The Enclaves Apartments (6)
Atlanta, Georgia 1,901 8,508 10,409 1,335 1981 4/91 6-27.5 Yrs.
Medtronics
Irvine, California 345 1,381 1,726 33 (8) 4/95 39 Yrs.
SUBSIDIARY:
Sunnymead Towne
Center (6)
Moreno Valley,
California 2,512 7,696 10,208 4,253 1983 3/91 6-39 Yrs.
</TABLE>
CENTURY PENSION INCOME FUND XXIII,
A California Limited Partnership
REAL ESTATE AND ACCUMULATED DEPRECIATION
DECEMBER 31, 1995
SCHEDULE III (Continued)
<TABLE>
<CAPTION>
Column A Column B Column C Column D
- -------- -------- -------- --------
Cost capitalized
Initial cost subsequent to
to Partnership acquisition
----------------------- -------------------------
Buildings and Carrying
Description Encumbrances (4) Land Improvements Improvements Costs
- ----------- ---------------- ---- ------------ ------------ ---------
(Amounts in thousands)
JOINT VENTURES:
<S> <C> <C> <C> <C> <C>
Coral Palm Plaza
Coral Springs, Florida $ - $ 5,009 $11,046 $ 512 $ (427)
Alpha Business Center
Bloomington,
Minnesota - 3,199 6,735 1,034 (611)
Plymouth Service
Center
Plymouth, Minnesota - 475 2,306 276 (326)
Westpoint Business
Center
Plymouth, Minnesota - 1,166 5,987 623 (396)
-------- ------- ------- ------ -------
TOTAL $ 16,956 $21,875 $70,366 $6,482 $(2,220)
======== ======= ======= ====== =======
<CAPTION>
Column A Column E Column F Column G Column H Column I
- -------- ---------- -------- -------- -------- --------
Life
Gross amount Accumulated on which
carried at Depreciation depreciation
close of period (1) and is computed
-------------------------------- Provision for in latest
Buildings and Impairment Year of Date statement of
Description Land Improvements Total (2) (3) Construction Acquired operations
- ----------- ---- ------------ --------- ------------ ------------- -------- ------------
(Amounts in thousands)
<S> <C> <C> <C> <C> <C> <C> <C>
JOINT VENTURES:
Coral Palm Plaza
Coral Springs, Florida $ 4,876 $11,264 $16,140 $ 10,137 1985 1/87 6-39 Yrs.
Alpha Business Center
Bloomington,
Minnesota 3,002 7,355 10,357 2,156 1979 5/87 6-39 Yrs.
Plymouth Service
Center
Plymouth, Minnesota 420 2,311 2,731 635 1979 5/87 6-39 Yrs.
Westpoint Business
Center
Plymouth, Minnesota 1,102 6,278 7,380 1,813 1979 5/87 6-39 Yrs.
------- ------ ------- -------
TOTAL $21,379 $75,124 $96,503 $29,085
======= ======= ======= =======
</TABLE>
See accompanying notes.
SCHEDULE III
CENTURY PENSION INCOME FUND XXIII,
A California Limited Partnership
REAL ESTATE AND ACCUMULATED DEPRECIATION
DECEMBER 31, 1995
NOTES:
(1) The aggregate cost for Federal income tax purposes is $100,693,000.
(2) Balance, January 1, 1993 $ 93,303,000
Improvements capitalized subsequent to acquisition 1,578,000
------------
Balance, December 31, 1993 94,881,000
Improvements capitalized subsequent to acquisition 1,017,000
------------
Balance, December 31, 1994 95,898,000
Satisfaction of mortgage receivable on property
classified as an in-substance foreclosure property (1,985,000)
Improvements capitalized subsequent to acquisition 864,000
Property acquired through deed in lieu of foreclosure of
mortgage loan receivable 1,726,000
------------
Balance, December 31, 1995 $ 96,503,000
============
(3) Balance January 1, 1993 $ 13,870,000
Additions charged to expense 2,568,000
------------
Balance, December 31, 1993 16,438,000
Additions charged to expense 2,682,000
Allowance for impairment of value 4,500,000
------------
Balance, December 31, 1994 23,620,000
Additions charged to expense 2,565,000
Allowance for impairment of value 2,900,000
------------
Balance, December 31, 1995 $ 29,085,000
============
(4) The Non-Recourse Promissory Notes are secured by a deed of trust on all
properties owned in fee by the Partnership and by a security interest in
the joint venture interests held by the Partnership.
(5) Property acquired through foreclosure of a mortgage loan receivable in
1988.
(6) Property acquired through foreclosure of mortgage loan receivable in
1991.
(7) Property acquired through deed in lieu of foreclosure of a mortgage
loan receivable in 1990.
(8) Property acquired through deed in lieu of foreclosure of a mortgage
loan receivable in 1995. (see Note 4 to the consolidated financial
statements).
SCHEDULE IV
CENTURY PENSION INCOME FUND XXIII,
A California Limited Partnership
MORTGAGE LOANS ON REAL ESTATE
December 31, 1995
PART 1. MORTGAGE REAL ESTATE AT CLOSE OF PERIOD
COLUMN A COLUMN B COLUMN C COLUMN D COLUMN E
- -------- -------- -------- -------- --------
Carrying Amount of Amount of
Prior Amount of principal unpaid mortgage
Liens Mortgage at close being
Description (3)(4) (1)(2) of period foreclosed
- ----------- ------ -------- --------- ----------
(Amounts in thousands)
SECOND MORTGAGE:
Honeywell
Costa Mesa,
California $ 480 $1,137(5) $1 ,137 $ -
======= ====== ======= =======
PART 2. INTEREST EARNED ON MORTGAGES
COLUMN F COLUMN G
-------- --------
Interest due Interest income
and accrued at earned applicable
end of period to period
------------- ---------
(Amounts in thousands)
SECOND MORTGAGE:
Honeywell
Costa Mesa,
California $ - $ 81
----- ------
TOTAL $ $ 81
===== ======
See accompanying notes.
SCHEDULE IV
CENTURY PENSION INCOME FUND XXIII,
A California Limited Partnership
MORTGAGE LOANS ON REAL ESTATE
DECEMBER 31, 1995
NOTES:
(1) The aggregate cost for Federal income tax purposes is $920,000.
(2) Balance, January 1, 1993 $ 2,936,000
Additions during period:
Deferred interest added to principal 63,000
-----------
Balance, December 31, 1993 2,999,000
Deductions during period:
Allowance for doubtful mortgage loan (1,250,000)
-----------
Balance, December 31, 1994 1,749,000
Deductions during period:
Mortgage loan reclassified to real estate through
acquisition of property through deed in lieu of foreclosure (612,000)
-----------
$ 1,137,000
===========
(3) Prior lien balance at the date of second mortgage funding by the
Partnership.
(4) The Non-Recourse Promissory Notes are secured by a pledge of the notes
and deeds of trust on the real properties underlying the mortgage loans
made by the Partnership.
(5) Maturity date has been extended to March 31, 2000 (see Note 4 to the
consolidated financial statements).
To the Partners
Coral Palm Plaza Joint Venture
Greenville, South Carolina
Independent Auditors' Report
We have audited the accompanying balance sheets of Coral Palm Plaza Joint
Venture (the "Partnership") as of December 31, 1995 and 1994, and the related
statements of operations, partners' equity and cash flows for the years then
ended. Our audits also included the additional information supplied pursuant to
Item 14(a)(2). These financial statements are the responsibility of the
Partnership's management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Coral Palm Plaza Joint Venture
as of December 31, 1995 and 1994, and the results of its operations and its cash
flows for the years then ended in conformity with generally accepted accounting
principles. Also in our opinion, the related financial statement schedule, when
considered in relation to the basic financial statements taken as a whole,
presents fairly, in all material respects, the information set forth therein.
Imowitz Koenig & Co., LLP
Certified Public Accountants
New York, N.Y.
February 20, 1996
INDEPENDENT AUDITORS' REPORT
Coral Palm Plaza Joint Venture:
We have audited the accompanying statements of operations, partners' equity and
cash flows of Coral Palm Plaza Joint Venture (the "Partnership") for the year
ended December 31, 1993. These financial statements are the responsibility of
the Partnership's management. Our responsibility is to express an opinion on
these financial statements based on our audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audit provides a reasonable basis
for our opinion.
In our opinion, such financial statements present fairly, in all material
respects, the results of operations and cash flows of the Partnership for the
year ended December 31, 1993 in conformity with generally accepted accounting
principles.
DELOITTE & TOUCHE LLP
San Francisco, California
March 18, 1994
CORAL PALM PLAZA JOINT VENTURE
BALANCE SHEETS
DECEMBER 31,
----------------------------
1995 1994
------------ ------------
ASSETS
Cash and cash equivalents $ 263,000 $ 239,000
Receivables and other assets 270,000 881,000
Real Estate:
Real estate 16,140,000 16,065,000
Accumulated depreciation (3,046,000) (2,829,000)
Allowance for impairment of value (7,091,000) (7,091,000)
------------ ------------
Real estate, net 6,003,000 6,145,000
Deferred leasing commissions, net 154,000 87,000
------------ ------------
Total assets $ 6,690,000 $ 7,352,000
============ ============
LIABILITIES AND PARTNERS' EQUITY
Unearned revenue and other liabilities $ 345,000 $ 844,000
------------ ------------
Total liabilities 345,000 844,000
------------ ------------
Contingencies
Partners' equity:
Century Pension Income Fund XXIII 4,231,000 4,339,000
Century Pension Income Fund XXIV 2,114,000 2,169,000
------------ ------------
Total partners' equity 6,345,000 6,508,000
------------ ------------
Total liabilities and partners' equity $ 6,690,000 $ 7,352,000
============ ============
See notes to financial statements.
CORAL PALM PLAZA JOINT VENTURE
STATEMENTS OF OPERATIONS
YEARS ENDED DECEMBER 31,
---------------------------------------
1995 1994 1993
----------- ----------- -----------
Revenues:
Rental $ 939,000 $ 1,084,000 $ 1,003,000
Interest and other income 717,000 6,000 5,000
----------- ----------- -----------
Total revenues 1,656,000 1,090,000 1,008,000
----------- ----------- -----------
Expenses:
Provision for impairment of value - 4,500,000 -
Operating 625,000 573,000 619,000
Depreciation 217,000 351,000 333,000
General and administrative 11,000 15,000 10,000
----------- ----------- -----------
Total expenses 853,000 5,439,000 962,000
----------- ----------- -----------
Net income (loss) $ 803,000 $(4,349,000) $ 46,000
=========== =========== ===========
See notes to financial statements.
CORAL PALM PLAZA JOINT VENTURE
STATEMENTS OF PARTNERS' EQUITY
YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
Century Century
Pension Pension
Income Income
Fund XXIII Fund XXIV Total
----------- ----------- -----------
Balance - January 1, 1993 $ 7,623,000 $ 3,812,000 $11,435,000
Net income 31,000 15,000 46,000
Cash distributions (116,000) (58,000) (174,000)
----------- ----------- -----------
Balance - December 31, 1993 $ 7,538,000 3,769,000 11,307,000
Net (loss) (2,899,000) (1,450,000) (4,349,000)
Cash distributions (300,000) (150,000) (450,000)
----------- ----------- -----------
Balance - December 31, 1994 4,339,000 2,169,000 6,508,000
Net income 535,000 268,000 803,000
Cash distributions (643,000) (323,000) (966,000)
----------- ----------- -----------
Balance - December 31, 1995 $ 4,231,000 $ 2,114,000 $ 6,345,000
=========== =========== ===========
See notes to financial statements.
CORAL PALM PLAZA JOINT VENTURE
STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
--------------------------------------------
1995 1994 1993
----------- ----------- -----------
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) $ 803,000 $(4,349,000) $ 46,000
Adjustments to reconcile net income (loss) to
net cash provided by operating activities:
Depreciation and amortization 249,000 380,000 358,000
Deferred leasing commissions paid (99,000) (42,000) (41,000)
Provision for impairment of value - 4,500,000 -
Changes in operating assets and liabilities:
Receivables and other assets 611,000 (621,000) (129,000)
Unearned revenue and other liabilities (499,000) 749,000 15,000
----------- ----------- -----------
Net cash provided by operating activities 1,065,000 617,000 249,000
----------- ----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Additions to real estate (75,000) (26,000) (72,000)
----------- ----------- -----------
Cash (used in) investing activities (75,000) (26,000) (72,000)
----------- ----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Joint venture partners' distributions paid (966,000) (450,000) (174,000)
----------- ----------- -----------
Cash (used in) financing activities (966,000) (450,000) (174,000)
----------- ----------- -----------
Increase in Cash and Cash Equivalents 24,000 141,000 3,000
Cash and Cash Equivalents at Beginning of Year 239,000 98,000 95,000
----------- ----------- -----------
Cash and Cash Equivalents at End of Year $ 263,000 $ 239,000 $ 98,000
=========== =========== ===========
</TABLE>
See notes to financial statements.
CORAL PALM PLAZA JOINT VENTURE
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization
Coral Palm Plaza Joint Venture (the "Partnership") is a general
partnership organized in 1987 under the laws of the state of California
to acquire Coral Palm Plaza, a shopping center located in Coral Springs,
Florida. The general partners are Century Pension Income Fund XXIII
("XXIII") and Century Pension Income Fund XXIV ("XXIV"), California
limited partnerships affiliated through their general partners.
Use of Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the amounts reported in the financial statements
and accompanying notes. Actual results could differ from those estimates.
Cash and Cash Equivalents
The Partnership considers all highly liquid investments with an original
maturity date of three months or less at the time of purchase to be cash
equivalents.
Concentration of Credit Risk
The Partnership maintains cash balances at institutions insured up to
$100,000 by the Federal Deposit Insurance Corporation. Balances in excess
of $100,000 are usually invested in repurchase agreements, which are
collateralized by United States Treasury obligations. Cash balances
exceeded these insured levels during the year.
Real Estate
Real estate is stated at cost. Acquisition fees are capitalized as a cost
of real estate. In 1995, the Partnership adopted SFAS No. 121,
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived
Assets to be Disposed Of ", which requires impairment losses to be
recognized for long-lived assets used in operations when indicators of
impairment are present and the undiscounted cash flows are not sufficient
to recover the asset's carrying amount. The impairment loss is measured
by comparing the fair value of the asset to its carrying amount. The
adoption of the SFAS had no effect on the Partnership's financial
statements.
Depreciation
Depreciation is computed by the straight-line method over estimated
useful lives ranging from 30 to 39 years for buildings and improvements.
CORAL PALM PLAZA JOINT VENTURE
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Deferred Leasing Commissions
Leasing commissions are deferred and amortized over the lives of the
related leases, which range from one to eleven years. At December 31,
1995 and 1994, accumulated amortization of deferred leasing commissions
totaled $90,000 and $68,000, respectively,
Net Income (Loss) Allocation
Net income (loss) is allocated based on the ratio of each partner's
capital contribution to the joint venture.
Income Taxes
Taxable income or loss of the Partnership is reported in the income tax
returns of its partners. Accordingly, no provision for income taxes is
made in the financial statements of the Partnership.
2. RELATED PARTY TRANSACTIONS
During 1995 and 1994, the Partnership paid an affiliate of the general
partner a $16,000 and $10,000 fee, respectively, relating to a successful
real estate tax appeal for the joint venture. These fees were allocated
66.67% to XXIII and 33.33% to XXIV, in accordance with the partnership
agreement.
3. REAL ESTATE
Real estate, at December 31, 1995 and 1994, is summarized as follows:
1995 1994
---- ----
Land $ 4,876,000 $ 4,876,000
Buildings and improvements 11,264,000 11,189,000
------------ -----------
Total 16,140,000 16,065,000
Accumulated depreciation (3,046,000) (2,829,000)
Allowance for impairment of value (7,091,000) (7,091,000)
------------ -----------
Real estate, net $ 6,003,000 $ 6,145,000
============ ===========
CORAL PALM PLAZA JOINT VENTURE
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
4. ALLOWANCE FOR IMPAIRMENT OF VALUE
During 1994, based upon current economic conditions and projected future
operational cash flows, the Partnership determined that the decline in
value of the Coral Palm Plaza Shopping Center was other than temporary
and that recovery of its carrying value was not likely. Accordingly, the
property's carrying value was reduced by $4,500,000 to an amount equal to
its estimated fair value. Due to the current real estate markets it is
reasonably possible that the Partnership's estimate of fair value will
change within the next year.
5. TERMINATION AGREEMENT WITH FORMER TENANT
In December 1994, the Partnership accepted a lease buy-out of $800,000
from a significant tenant that had occupied 27,000 square feet. The
payment was received in 1995. During 1995, management re-leased all of
the unoccupied space, on similar terms, and recognized the remaining
portion of the lease buy-out in the amount of $699,000 as other income.
In October 1995, the Partnership accepted a lease buy-out and termination
agreement with a former tenant at the Partnership's property. The
$300,000 termination payment, has been deferred and is being amortized
into income on a straight-line basis over the remaining three years of
the former tenant's lease.
6. MINIMUM FUTURE RENTAL REVENUES
Minimum future rental revenues from operating leases having
non-cancelable lease terms in excess of one year at December 31, 1995 are
as follows:
1996 $ 744,000
1997 782,000
1998 697,000
1999 576,000
2000 482,000
Thereafter 1,018,000
----------
Total $4,299,000
==========
Rental revenue from one tenant was 20 percent, 22 percent and 20 percent
of total rental revenues in 1995, 1994 and 1993, respectively. Rental
revenue from another tenant was 19 percent, 13 percent and 10 percent of
total rental revenues in 1995, 1994 and 1993, respectively.
CORAL PALM PLAZA JOINT VENTURE
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
6. MINIMUM FUTURE RENTAL REVENUES (Continued)
Rental revenues included percentage and other contingent rentals of
$59,000, $40,000 and $52,000 in 1995, 1994 and 1993, respectively.
Amortization of deferred leasing commissions totaled $32,000, $29,000 and
$25,000 for the years ended December 31, 1995, 1994 and 1993,
respectively.
SCHEDULE III
CORAL PALM PLAZA JOINT VENTURE
REAL ESTATE AND ACCUMULATED DEPRECIATION
DECEMBER 31, 1995
<TABLE>
<CAPTION>
COLUMN COLUMN COLUMN COLUMN COLUMN COLUMN COLUMN COLUMN COLUMN
A B C D E F G H I
Cost Capitalized
Initial Cost Subsequent Gross Amount at Which
to Partnership to Acquisition Carried at Close of Period(1)
-------------- -------------- -----------------------------
Accumu- Life
lated on which
Deprecia- Deprecia-
tion and Year tion is
Buildings Buildings Provision of Date computed
and and for Con- of in latest
Encum- Improve- Improve- Carrying Improve- Impairment struc- Acqui- statement of
Description brances Land ments ments Costs Land ments Total(2) (3) tion sition operations
- ----------- ------- ---- ----- ----- ----- ---- ----- -------- ------- ---- ------ ----------
(Amounts in thousands)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Coral Palm Plaza
Coral Springs,
Florida $ - $5,009 $11,046 $512 $(427) $4,876 $11,264 $16,140 $10,137 1985 1/87 30-39 Yrs.
======= ====== ======= ==== ===== ====== ======= ======= =======
</TABLE>
See accompanying notes.
SCHEDULE III
CORAL PALM PLAZA JOINT VENTURE
REAL ESTATE AND ACCUMULATED DEPRECIATION
DECEMBER 31, 1995
NOTES:
(1) The aggregate cost for Federal income tax purposes is $16,568,000.
(2) Balance, January 1, 1993 $ 15,967,000
Improvements capitalized subsequent to acquisition 72,000
------------
Balance, December 31, 1993 16,039,000
Improvements capitalized subsequent to acquisition 26,000
------------
Balance, December 31, 1994 16,065,000
Improvements capitalized subsequent to acquisition 75,000
------------
Balance, December 31, 1995 $ 16,140,000
============
(3) Balance, January 1, 1993 $ 4,736,000
Additions charged to expense 333,000
------------
Balance, December 31, 1993 5,069,000
Additions charged to expense 351,000
Provision for impairment of value 4,500,000
------------
Balance, December 31, 1994 9,920,000
Additions charged to expense 217,000
------------
Balance, December 31, 1995 $ 10,137,000
============
To the Partners
Minneapolis Business Parks Joint Venture
Greenville, South Carolina
Independent Auditors' Report
We have audited the accompanying balance sheets of Minneapolis Business Parks
Joint Venture (the "Partnership") as of December 31, 1995 and 1994, and the
related statements of operations, partners' equity and cash flows for the years
then ended. Our audits also included the additional information supplied
pursuant to Item 14(a)(2). These financial statements are the responsibility of
the Partnership's management. Our responsibility is to express an opinion on
these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audits to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Minneapolis Business Parks
Joint Venture as of December 31, 1995 and 1994, and the results of its
operations and its cash flows for the years then ended in conformity with
generally accepted accounting principles. Also in our opinion, the related
financial statement schedule, when considered in relation to the basic financial
statements taken as a whole, presents fairly, in all material respects, the
information set forth therein.
Imowitz Koenig & Co., LLP
Certified Public Accountants
New York, N.Y.
February 20, 1996
INDEPENDENT AUDITORS' REPORT
Minneapolis Business Parks Joint Venture:
We have audited the accompanying statements of operations, partners' equity and
cash flows of Minneapolis Business Parks Joint Venture (the "Partnership") for
the year ended December 31, 1993. These financial statements are the
responsibility of the Partnership's management. Our responsibility is to
express an opinion on these financial statements based on our audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audit provides a reasonable basis
for our opinion.
In our opinion, such financial statements present fairly, in all material
respects, the results of operations and cash flows of the Partnership for the
year ended December 31, 1993 in conformity with generally accepted accounting
principles.
DELOITTE & TOUCHE LLP
San Francisco, California
March 18, 1994
MINNEAPOLIS BUSINESS PARKS JOINT VENTURE
BALANCE SHEETS
DECEMBER 31,
-------------------------------
1995 1994
------------ ------------
ASSETS
Cash and cash equivalents $ 159,000 $ 648,000
Other assets 193,000 134,000
Real Estate:
Real estate 20,467,000 20,214,000
Accumulated depreciation (4,603,000) (3,999,000)
------------ ------------
Real estate, net 15,864,000 16,215,000
Deferred leasing commissions, net 243,000 214,000
------------ ------------
Total assets $ 16,459,000 $ 17,211,000
============ ============
LIABILITIES AND PARTNERS' EQUITY
Accrued expenses and other liabilities $ 157,000 $ 151,000
------------ ------------
Total liabilities 157,000 151,000
------------ ------------
Contingencies
Partners' equity:
Century Pension Income Fund XXIII 11,033,000 11,548,000
Century Pension Income Fund XXIV 5,269,000 5,512,000
------------ ------------
Total partners' equity 16,302,000 17,060,000
------------ ------------
Total liabilities and partners' equity $ 16,459,000 $ 17,211,000
============ ============
See notes to financial statements.
MINNEAPOLIS BUSINESS PARKS JOINT VENTURE
STATEMENTS OF OPERATIONS
YEARS ENDED DECEMBER 31,
-----------------------------------------
1995 1994 1993
----------- ----------- -----------
Revenues:
Rental $ 2,833,000 $ 2,648,000 $ 2,361,000
Interest and other income 48,000 18,000 8,000
----------- ----------- -----------
Total revenues 2,881,000 2,666,000 2,369,000
----------- ----------- -----------
Expenses
Operating 1,521,000 1,402,000 1,470,000
Depreciation 604,000 613,000 592,000
General and administrative 8,000 11,000 21,000
----------- ----------- -----------
Total expenses 2,133,000 2,026,000 2,083,000
----------- ----------- -----------
Net income $ 748,000 $ 640,000 $ 286,000
=========== =========== ===========
See notes to financial statements.
MINNEAPOLIS BUSINESS PARKS JOINT VENTURE
STATEMENTS OF PARTNERS' EQUITY
YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
Century Century
Pension Pension
Income Income
Fund XXIII Fund XXIV Total
----------- ----------- -----------
Balance - January 1, 1993 $11,223,000 $ 5,358,000 $16,581,000
Net income 194,000 92,000 286,000
Cash distributions (304,000) (143,000) (447,000)
----------- ----------- -----------
Balance - December 31, 1993 11,113,000 5,307,000 16,420,000
Net income 435,000 205,000 640,000
----------- ----------- -----------
Balance - December 31, 1994 11,548,000 5,512,000 17,060,000
Net income 509,000 239,000 748,000
Cash distributions (1,024,000) (482,000) (1,506,000)
----------- ----------- -----------
Balance - December 31, 1995 $11,033,000 $ 5,269,000 $16,302,000
=========== =========== ===========
See notes to financial statements.
MINNEAPOLIS BUSINESS PARKS JOINT VENTURE
STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
------------------------------------------
1995 1994 1993
---------- ---------- ----------
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 748,000 $ 640,000 $ 286,000
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization 683,000 685,000 681,000
Deferred leasing commissions paid (108,000) (118,000) (109,000)
Changes in operating assets and liabilities:
Other assets (59,000) (103,000) 23,000
Accrued expenses and other liabilit 6,000 8,000 (64,000)
---------- ---------- ----------
Net cash provided by operating activities 1,270,000 1,112,000 817,000
---------- ---------- ----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Additions to real estate (253,000) (560,000) (309,000)
---------- ---------- ----------
Cash (used in) investing activities (253,000) (560,000) (309,000)
---------- ---------- ----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Joint venture partners' distributions paid (1,506,000) - (447,000)
---------- ---------- ----------
Cash (used in) financing activities (1,506,000) - (447,000)
---------- ---------- ----------
(Decrease) Increase in Cash and Cash Equivalents (489,000) 552,000 61,000
Cash and Cash Equivalents at Beginning of Year 648,000 96,000 35,000
---------- ---------- ----------
Cash and Cash Equivalents at End of Year $ 159,000 $ 648,000 $ 96,000
========== ========== ==========
</TABLE>
See notes to financial statements.
MINNEAPOLIS BUSINESS PARKS JOINT VENTURE
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Minneapolis Business Parks Joint Venture (the "Partnership") is a general
partnership organized in 1987 under the laws of the state of California
to acquire three business parks in Minnesota. The general partners are
Century Pension Income Fund XXIII ("XXIII") and Century Pension Income
Fund XXIV ("XXIV"), both are California limited partnerships which are
affiliated through their general partners.
Use of Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the amounts reported in the financial statements
and accompanying notes. Actual results could differ from those estimates.
Cash and Cash Equivalents
The Partnership considers all highly liquid investments with an original
maturity date of three months or less at the time of purchase to be cash
equivalents.
Concentration of Credit Risk
The Partnership maintains cash balances at institutions insured up to
$100,000 by the Federal Deposit Insurance Corporation. Balances in excess
of $100,000 are usually invested in repurchase agreements, which are
collateralized by United States Treasury obligations. Cash balances
exceeded these insured levels during the year. At December 31, 1995, the
Partnership had $116,000 invested in overnight repurchase agreements,
secured by United States Treasury obligations, which are included in cash
and cash equivalents.
Real Estate
Real estate is stated at cost. Acquisition fees are capitalized as a cost
of real estate. In 1995, the Partnership adopted SFAS No. 121,
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived
Assets to be Disposed Of ", which requires impairment losses to be
recognized for long-lived assets used in operations when indicators of
impairment are present and the undiscounted cash flows are not sufficient
to recover the asset's carrying amount. The impairment loss is measured
by comparing the fair value of the asset to its carrying amount. The
adoption of the SFAS had no effect on the Partnership's financial
statements.
Depreciation
Depreciation is computed by the straight-line method over estimated
useful lives ranging from 30 to 39 years for buildings and improvements.
MINNEAPOLIS BUSINESS PARKS JOINT VENTURE
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Deferred Leasing Commissions
Leasing commissions are deferred and amortized over the lives of the
related leases, which range from one to eight years. At December 31,
1995 and 1994, accumulated amortization of deferred costs totaled
$205,000 and $158,000, respectively.
Net Income Allocation
Net income is allocated based on the ratio of each partner's capital
contribution to the joint venture.
Income Taxes
Taxable income or loss of the Partnership is reported in the income tax
returns of its partners. Accordingly, no provision for income taxes is
made in the financial statements of the Partnership.
2. RELATED PARTY TRANSACTIONS
During 1995, the Partnership paid an affiliate of the managing general
partner of XXIII and XXIV, a $33,000 fee relating to successful real
estate tax appeals on Alpha and Westpoint Business Center joint venture
properties. These fees were allocated 68 percent to XXIII and 32 percent
to XXIV, in accordance with the partnership agreement.
3. REAL ESTATE
Real estate, at December 31, 1995 and 1994, is summarized as follows:
1995 1994
---- ----
Land $ 4,523,000 $ 4,523,000
Buildings and improvements 15,944,000 15,691,000
----------- -----------
Total 20,467,000 20,214,000
Accumulated depreciation (4,603,000) (3,999,000)
------------ -----------
Real estate, net $ 15,864,000 $16,215,000
============ ===========
MINNEAPOLIS BUSINESS PARKS JOINT VENTURE
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
4. MINIMUM FUTURE RENTAL REVENUES
Minimum future rental revenues from operating leases having
non-cancelable lease terms in excess of one year at December 31, 1995 are
as follows:
1996 $2,350,000
1997 1,869,000
1998 1,565,000
1999 997,000
2000 659,000
Thereafter 1,037,000
----------
Total $8,477,000
==========
Amortization of deferred leasing commissions totaled $79,000, $72,000 and
$89,000 for the years ended December 31, 1995, 1994 and 1993,
respectively.
SCHEDULE III
MINNEAPOLIS BUSINESS PARKS JOINT VENTURE
REAL ESTATE AND ACCUMULATED DEPRECIATION
DECEMBER 31, 1995
<TABLE>
<CAPTION>
COLUMN COLUMN COLUMN COLUMN COLUMN COLUMN COLUMN COLUMN COLUMN
A B C D E F G H I
Cost Capitalized
Initial Cost Subsequent Gross Amount at Which
to Partnership to Acquisition Carried at Close of Period(1)
-------------- -------------- -----------------------------
Life
on which
Deprecia-
Accumu- Year tion is
Buildings Buildings lated of Date computed
and and Deprecia- Con- of in latest
Encum- Improve- Improve- Carrying Improve- tion struc Acqui- statement of
Description brances Land ments ments Costs Land ments Total(2) (3) tion sition operations
- ----------- ------- ---- ----- ----- ----- ---- ----- -------- --- ---- ------ ----------
(Amounts in thousands)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Alpha Business Center
Bloomington,
Minnesota $ - $3,199 $ 6,735 $ 1,034 $ (611) $3,002 $ 7,355 $10,357 $2,156 1979 5/87 30-39 Yrs.
Plymouth Service Center
Plymouth, Minnesota - 475 2,306 276 (326) 419 2,312 2,731 634 1979 5/87 30-39 Yrs.
Westpoint Business Center
Plymouth, Minnesota - 1,166 5,987 622 (396) 1,102 6,277 7,379 1,813 1979 5/87 30-39 Yrs.
----- ------ ------- ------ ------- ------ ------- ------- ------
TOTAL $ - $4,840 $15,028 $1,932 $(1,333) $4,523 $15,944 $20,467 $4,603
===== ====== ======= ====== ======= ====== ======= ======= ======
</TABLE>
See accompanying notes.
SCHEDULE III
MINNEAPOLIS BUSINESS PARKS JOINT VENTURE
REAL ESTATE AND ACCUMULATED DEPRECIATION
DECEMBER 31, 1995
NOTES:
(1) The aggregate cost for Federal income tax purposes is $21,800,000.
(2) Balance, January 1, 1993 $ 19,345,000
Improvements capitalized subsequent to acquisition 309,000
-------------
Balance, December 31, 1993 19,654,000
Improvements capitalized subsequent to acquisition 560,000
-------------
Balance, December 31, 1994 20,214,000
Improvements capitalized subsequent to acquisition 253,000
-------------
Balance, December 31, 1995 $ 20,467,000
=============
(3) Balance, January 1, 1993 $ 2,794,000
Additions charged to expense 592,000
-------------
Balance, December 31, 1993 3,386,000
Additions charged to expense 613,000
-------------
Balance, December 31, 1994 3,999,000
Additions charged to expense 604,000
-------------
Balance, December 31, 1995 $ 4,603,000
=============
Item 9. Changes in and Disagreements with Accountants on Accounting
and Financial Disclosures.
Effective April 22, 1994, the Registrant dismissed its prior
Independent Auditors, Deloitte & Touche, LLP ("Deloitte") and retained as its
new Independent Auditors, Imowitz Koenig & Company, LLP. Deloitte's Independent
Auditors' Report on the Registrant's financial statements for the calendar year
ended December 31, 1993 did not contain an adverse opinion or a disclaimer of
opinion, and were not qualified or modified as to uncertainty, audit scope or
accounting principles. The decision to change Independent Auditors was approved
by the Managing General Partner's Directors. During the calendar year ended 1993
and through April 22, 1994, there were no disagreements between the Registrant
and Deloitte on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope of procedure which disagreements if not
resolved to the satisfaction of Deloitte, would have caused it to make reference
to the subject matter of the disagreements in connection with its reports.
Effective April 22, 1994, the Registrant engaged Imowitz Koenig &
Company, LLP as its Independent Auditors. The Registrant did not consult Imowitz
Koenig & Company, LLP regarding any of the matters or events set forth in Item
304(a)(2)(i) and (ii) of Regulation S-K prior to April 22, 1994.
PART III
Item 10. Directors and Executive Officers of the Registrant.
Neither the Registrant nor Fox Partners V ("Fox"), the general partner
of the Registrant, has any officers or directors. Fox Capital Management
Corporation (the "Managing General Partner"), the managing general partner of
Fox, manages and controls substantially all of the Registrant's affairs and has
general responsibility and ultimate authority in all matters affecting its
business. NPI Equity Investments II, Inc., which controls the Managing General
Partner, is a wholly-owned affiliate of National Property Investors, Inc., which
in turn is owned by an affiliate Insignia (See "Item 1, Business - Change in
Control"). Insignia is a full service real estate service organization
performing property management, commercial and retail leasing, investor
services, partnership administration, mortgage banking, and real estate
investment banking services for various entities. Insignia commenced operations
in December 1990 and is the largest manager of multifamily residential
properties in the United States and is a significant manager of commercial
property. It currently provides property and/or asset management services for
over 2,000 properties. Insignia's properties consist of approximately 300,000
units of multifamily residential housing and approximately 64 million square
feet of commercial space.
As of March 1, 1996, the names and positions held by the officers and
directors of the Managing General Partner are as follows:
Has served as a
Director and/or
Officer of the Managing
Name Positions Held General Partner since
William H. Jarrard, Jr. President and Director January 1996
Ronald Uretta Vice President and January 1996
Treasurer
John K. Lines, Esquire Vice President, January 1996
Secretary and Director
Thomas R. Shuler Director January 1996
Kelley M. Buechler Assistant Secretary January 1996
William H. Jarrard, Jr., age 49, has been President and a Director of
the Managing General Partner since January 1996. Mr. Jarrard has been a Managing
Director - Partnership Administration of Insignia since January 1991.
Ronald Uretta, age 40, has been Insignia's Chief Financial Officer and
Treasurer since January 1992. Since September 1990, Mr. Uretta has also served
as the Chief Financial Officer and Controller of Metropolitan Asset Group.
John K. Lines, Esquire, age 36, has been a Director and Vice President
and Secretary of the Managing General Partner since August 1994, Insignia's
General Counsel since June 1994, and General Counsel and Secretary since July
1994. From May 1993 until June 1994, Mr. Lines was the Assistant General Counsel
and Vice President of Ocwen Financial Corporation, West Palm Beach, Florida.
From October 1991 until May 1993, Mr. Lines was a Senior Attorney with Banc One
Corporation, Columbus, Ohio. From May 1984 until October 1991, Mr. Lines was an
attorney with Squire Sanders & Dempsey, Columbus, Ohio.
Thomas R. Shuler, age 50, has been Managing Director - Residential
Property Management of Insignia since March 1991 and Executive Managing Director
of Insignia and President of Insignia Management Services since July 1994.
Kelley M. Buechler, age 38, has been the Assistant Secretary of the
Managing General Partner since January 1996 and Assistant Secretary of Insignia
since 1991.
No family relationships exist among any of the officers or directors of
the Managing General Partner.
Each director and officer of the Managing General Partner will hold
office until the next annual meeting of stockholders of the Managing General
Partner and until his successor is elected and qualified.
Item 11. Executive Compensation.
The Registrant is not required to and did not pay any compensation
to the officers or directors of the Managing General Partner. The Managing
General Partner does not presently pay any compensation to any of its
officers or directors. (See "Item 13, Certain Relationships and Related
Transactions.")
Item 12. Security Ownership of Certain Beneficial Owners and
Management.
The Registrant is a limited partnership and has no officers or
directors. The Managing General Partner, as managing general partner of Fox, has
discretionary control over most of the decisions made by or for the Registrant
in accordance with the terms of the Partnership Agreement. The directors and
officers of the Managing General Partner and its affiliates, as a group do not
own any of the Registrant's voting securities.
There is no person known to the Registrant who owns beneficially or of
record more than five percent of the voting securities of the Registrant.
There are no arrangements known to the Registrant, the operation of
which may, at a subsequent date, result in a change in control of the
Registrant.
Item 13. Certain Relationships and Related Transactions.
In accordance with the Registrant's partnership agreement, the
Registrant may be charged by the general partner and affiliates for services
provided to the Partnership. On January 1, 1993, Metric Management, Inc.
("MMI"), a company which is not affiliated with the general partner, commenced
providing certain property and portfolio management services to the Partnership
under a new services agreement. As provided in the new services agreement,
effective January 1, 1993, no reimbursements were made to the general partner
and affiliates in 1993. Subsequent to December 31, 1992, reimbursements were
made to MMI. On December 16, 1993, the services agreement with MMI was modified
and, as a result thereof, the Managing General Partner began directly providing
cash management and other Partnership services on various dates commencing
December 23, 1993. On March 1, 1994, an affiliate of NPI Equity II commenced
providing certain property management services. Related party expenses for the
years ended December 31, 1995, 1994 and 1993 were as follows:
1995 1994 1993
--------- ---------- --------
Property management fees $ 104,000 $ 81,000 $ -
Partnership management fees 111,000 111,000 111,000
Real estate tax reduction fees 88,000 10,000 -
Reimbursement of operational expenses:
Partnership accounting and
investor services 96,000 88,000 -
Professional services - 7,000 -
--------------------------------
Total $ 399,000 $ 297,000 $111,000
=================================
Property management fees and real estate tax reduction fees are
included in operating expenses. Partnership management fees and reimbursed
expenses are primarily included in general and administrative expenses. In
addition, approximately $74,000 of insurance premiums, which were paid to an
affiliate of NPI under a master insurance policy arranged by such affiliate, are
included in operating expenses for the year ended December 31, 1995.
In accordance with the Registrant's partnership agreement, the general
partner was allocated its two percent continuing interest in the Registrant's
net loss and taxable loss. The partnership management fee and partnership
management incentive are limited by the partnership agreement to ten percent of
cash available for distribution before interest payments to the Promissory Note
holders and the partnership management fee. In each of the years ended December
31, 1995, 1994 and 1993, the general partners received $43,000 of cash
distributions, which were equal to 2 percent of cash distributions to Promissory
Note holders.
PART IV
Item 14. Exhibits, Consolidated Financial Statement Schedules, and
Reports on Form 8-K.
(a)(1)(2) Consolidated Financial Statements and Consolidated Financial
Statement Schedules:
See Item 8 of this Form 10-K for Consolidated Financial Statements
of the Registrant, Notes thereto, and Consolidated Financial
Statement Schedules. (A Table of Contents to Consolidated
Financial Statements and Consolidated Financial Statement
Schedules is included in Item 8 and incorporated herein by
reference.)
(a) (3) Exhibits:
2. NPI, Inc. Stock Purchase Agreement, dated as of
August 17, 1995, incorporated by reference to the
Registrant's Current Report on Form 8-K dated
August 17, 1995.
3.4. Agreement of Limited Partnership incorporated by
reference to Exhibit A to the Prospectus of the Registrant
dated July 1, 1985 and thereafter supplemented contained
in the Registrant's Registration Statement on Form S-11
(Reg. No. 2-96389)
16. Letter from the Registrant's former Independent Auditor
dated April 27, 1994, incorporated by reference to exhibit
10 to the Registrant's Current Report on Form 8-K dated
April 22, 1994.
(b) Reports on Form 8-K:
None
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this Report to be signed on
its behalf by the undersigned, thereunto duly authorized this 28th day of March,
1996.
CENTURY PENSION INCOME FUND XXIII
By: Fox Partners V
Its General Partner
By: Fox Capital Management Corporation
A General Partner
By: William H. Jarrard, Jr.
William H. Jarrard, Jr.
President
Pursuant to the requirements of the Securities Exchange Act of 1934,
this Report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the date indicated.
/s/ William H. Jarrard, Jr. President and March 28, 1996
- --------------------------- Director
William H. Jarrard, Jr.
/s/ Ronald Uretta Principal Financial March 28, 1996
- ----------------- Officer and Principal
Ronald Uretta Accounting Officer
/s/ John K. Lines Director March 28, 1996
- -----------------
John K. Lines
Exhibit Index
Exhibit Page
2. NPI, Inc. Stock Purchase Agreement, dated as of (1)
August 17, 1995,
3.4 Agreement of Limited Partnership (2)
16 Letter from the Registrant's former Independent (3)
Auditor dated April 27, 1994
- --------------------------
(1) Incorporated by reference to Exhibit 2 to the Registrant's Current
Report on Form 8-K dated August 17, 1995.
(2) Incorporated by reference to Exhibit A to the Prospectus of the
Registrant dated July 1, 1985 and thereafter supplemented contained in the
Registrant's Registration Statement on Form S-11 (Reg. No. 2-96389).
(3) Incorporated by reference to Exhibit 10 to the Registrant's Current
Report on Form 8-K dated April 22, 1994.
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
The schedule contains summary financial information extracted from Century
Pension Income Fund XXIII and is qualified in its entirety by reference to such
financial statements.
</LEGEND>
<MULTIPLIER> 1
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-START> JAN-01-1995
<PERIOD-END> DEC-31-1995
<CASH> 6,536,000 <F1>
<SECURITIES> 0
<RECEIVABLES> 2,031,000 <F2>
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 96,503,000
<DEPRECIATION> (29,085,000) <F3>
<TOTAL-ASSETS> 78,154,000
<CURRENT-LIABILITIES> 0
<BONDS> 89,701,000 <F4>
<COMMON> 0
0
0
<OTHER-SE> (19,668,000)
<TOTAL-LIABILITY-AND-EQUITY> 78,154,000
<SALES> 0
<TOTAL-REVENUES> 11,591,000
<CGS> 0
<TOTAL-COSTS> 12,010,000 <F5>
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 6,592,000
<INCOME-PRETAX> (7,158,000)
<INCOME-TAX> 0
<INCOME-CONTINUING> (7,158,000)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (7,158,000)
<EPS-PRIMARY> (73.23)
<EPS-DILUTED> (73.23)
<FN>
<F1>Cash includes restricted cash of $158,000.
<F2>Receivables include other assets of $399,000.
<F3>Depreciation includes an allowance for impairment of value of $9,991,000.
<F4>Bonds include deferred interest payable of $30,806,000.
<F5>Costs include a loss on satisfaction of mortgage loan receivable of
$978,000 and a provision for impairment of value of $2,900,000
</FN>
</TABLE>
