FORM 10-K.-ANNUAL REPORT PURSUANT TO SECTION 13
OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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 [NO FEE REQUIRED]
For the fiscal year ended December 31, 1996
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from to
Commission file number 0-14528
CENTURY PENSION INCOME FUND XXIII
(Exact name of registrant as specified in its charter)
California 94-2963120
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
One Insignia Financial Plaza, 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
(Title of class)
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 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]
State the aggregate market value of the voting stock held by non-affiliates
of the registrant. The aggregate market value shall be computed by reference to
the price at which the stock was sold, or the average bid and asked prices of
such stock, as of a specified date within the past 60 days prior to the date of
filing. 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 BY REFERENCE
NONE.
PART I
ITEM 1. DESCRIPTION OF BUSINESS
Century Pension Income Fund XXIII (the "Registrant" or the "Partnership") 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 Partnership. Fox
Capital Management Corporation (the "Managing General Partner" or "FCMC"), a
California corporation, and Fox Realty Investors ("FRI"), a California general
partnership, are the general partners of Fox Partners V.
The Partnership'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 Partnership 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.
Beginning in July 1985 through December 1986, the Partnership offered
$50,000,000 in Individual Investor Units and $65,000,000 in Pension Investor
Notes ("Nonrecourse Promissory Notes" or "Promissory Notes"). The Partnership
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 principal business of the Partnership is and has
been to acquire, hold for investment and ultimately sell income-producing
properties, and invest in, service, and ultimately collect or dispose of
mortgage loans on income-producing properties. The Partnership presently owns
eight investment properties. These properties include one residential apartment
complex, three shopping centers, three business parks, and an industrial
building. The Partnership also owns joint venture interests in four other
commercial properties. One joint venture with an affiliated partnership, in
which the Partnership has a 66 2/3 percent interest, owns a shopping center.
Another joint venture with an affiliated partnership, in which the Partnership
has a 68 percent interest, owns three business parks. In addition, the
Partnership still holds one mortgage loan receivable. See "Item 2, Description
of Properties" for a description of the Partnership's properties.
The Managing General Partner of the Partnership intends to maximize the
operating results and, ultimately, the net realizable value of each of the
Partnership's properties in order to achieve the best possible return for the
investors. Such results may best be achieved through property sales,
refinancings, debt restructurings or relinquishment of the assets. The
Partnership intends to evaluate each of its holdings periodically to determine
the most appropriate strategy for each of the assets.
The Partnership has no full time employees. The Managing General Partner is
vested with full authority as to the general management and supervision of the
business and affairs of the Partnership. Limited partners have no right to
participate in the management or conduct of such business and affairs. NPI-AP
Management, L.P. ("NPI-AP"), an affiliate of the Managing General Partner,
provides day-to-day management services for the Partnership's residential
investment property. Insignia Commercial Group, Inc., an affiliate of the
Managing General Partner, provides day-to-day management services for Coral Palm
Plaza. With respect to the Partnership's other commercial properties,
management is performed by an unaffiliated third party management company.
The business in which the Partnership is engaged is highly competitive, and the
Partnership is not a significant factor in its industry. Each of its properties
are 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
Partnership 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.
Change in Control
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") pursuant to which NPI Equity was granted the right to vote 100% of the
outstanding stock of the Managing General Partner. In addition, NPI Equity
became the managing partner of 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 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 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. 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. In addition,
the approval of certain major actions on behalf of the Partnership required the
affirmative vote of at least five directors of the Managing General Partner.
Pursuant to a series of transactions which closed during the first half of 1996,
affiliates of Insignia Financial Group, Inc. ("Insignia") acquired (i) control
of NPI Equity and (ii) all of the issued and outstanding shares of stock of
FCMC. In connection with these transactions, affiliates of Insignia appointed
new officers and directors of NPI Equity and FCMC. See "Item 10" for
information on the directors and executive officers of the Partnership.
ITEM 2. DESCRIPTION OF PROPERTIES
The following table sets forth the Partnership's investments in properties:
Date of
Property Purchase Type of Ownership (4) Use
Commerce Plaza 3/86 Fee ownership Business Park
Tampa, Florida 83,000 sq. ft.
Regency Centre 5/86 Fee ownership Shopping Center
Lexington, Kentucky 124,000 sq. ft.
Highland Park Commerce 9/86 Fee ownership Business Park
Center Phase II 67,000 sq. ft.
Charlotte, North Carolina
Interrich Plaza 4/88 Fee ownership Business Park
Richardson, Texas 53,000 sq. ft.
Centre Stage Shopping Center 1/90 Fee ownership Shopping Center
Norcross, Georgia 96,000 sq. ft.
The Enclaves 4/91 Fee ownership subject Apartment
Atlanta, Georgia to a first mortgage 268 units
Sunnymead Towne Center 3/91 Fee ownership subject Shopping Center
Moreno Valley, California to a first mortgage 173,000 sq. ft.
Medtronics (1) 4/95 Fee ownership Industrial
Irvine, California Building
35,000 sq. ft.
CORAL PALM PLAZA JOINT
VENTURE
Coral Palm Plaza (2) 1/87 Joint venture interest Shopping Center
Coral Springs, Florida 135,000 sq. ft.
MINNEAPOLIS BUSINESS PARKS
JOINT VENTURE
Alpha Business Center (3) 5/87 Joint venture interest Business Park
Bloomington, Minnesota 172,000 sq. ft.
Plymouth Service Center (3) 5/87 Joint venture interest Business Park
Plymouth, Minnesota 74,000 sq. ft.
Westpoint Business Center (3) 5/87 Joint venture interest Business Park
Plymouth, Minnesota 161,000 sq. ft.
(1) Property was acquired through deed in lieu of foreclosure of a mortgage
loan receivable on April 20, 1995.
(2) Coral Palm Plaza is owned by a joint venture between the Partnership,
which has a 66 2/3 percent interest, and an affiliated partnership.
(3) Alpha Business Center, Plymouth Service Center and Westpoint Business
Center are owned by a joint venture between the Partnership, which has a
68 percent interest, and an affiliated partnership.
(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.
The Partnership also holds a mortgage loan on real property. See "Item 8.
Consolidated Financial Statements and Supplementary Data - Note D" for
information regarding this loan.
Schedule of Properties (in thousands):
Gross
Carrying Accumulated Federal
Property Value Depreciation Rate Method Tax Basis
Commerce Plaza $ 6,516 $ 1,693 5-39 SL $ 3,986
Regency Centre 14,293 3,951 5-39 SL 8,433
Highland Park II 5,799 1,859 5-39 SL 3,400
Interrich Plaza 2,779 625 5-39 SL 2,222
Centre Stage 8,295 1,702 5-39 SL 6,798
The Enclaves 10,501 1,655 5-39 SL 8,776
Sunnymead Towne 7,318 1,555 5-39 SL 10,465
Center
Medtronics 1,751 72 5-39 SL 1,678
CORAL PALM JOINT
VENTURE:
Coral Palm Plaza 9,526 3,297 5-39 SL 13,720
MINNEAPOLIS
BUSINESS PARKS
JOINT VENTURE:
Alpha Business 10,419 2,448 5-39 SL 8,998
Center
Plymouth Service 2,742 712 5-39 SL 2,384
Center
Westpoint 7,398 2,035 5-39 SL 6,012
Business Center
Total $ 87,337 $ 21,604 $ 76,872
See "Note A" to the financial statements included in "Item 8" for a description
of the Partnership's depreciation policy.
All of the Partnership's properties are pledged as collateral for the Non-
Recourse Promissory Notes. In addition, Sunnymead and The Enclaves are pledged
as collateral for additional financing. The Sunnymead note, with a principal
balance of $10,100,000 at December 31, 1996, bore interest at 9.0 percent until
November 1995 and 9.5 percent thereafter. The Enclaves note, with a principal
balance of approximately $6,856,000 at December 31, 1996, bears interest at
12.0625 percent. The Enclaves note requires a balloon payment of $6,856,000 in
April 2001, exclusive of deferred interest. The Partnership makes monthly
interest only payments of approximately $66,000 on the debt.
The mortgage notes payable are non-recourse and are secured by pledge of the
applicable property and by a pledge of revenues from the respective rental
properties. The Enclaves note includes prepayment penalties if repaid prior to
maturity.
Effective March 1, 1996, the Partnership ceased making debt service payments on
the Sunnymead property and will not make such payments in the future. This
decision was based on the fact that the property was operating at a deficit and
the value of the property was substantially less than the loan amount.
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. Upon
foreclosure the Partnership would recognize an extraordinary gain on the
extinguishment of debt for financial reporting purposes.
SCHEDULE OF RENTAL RATES AND OCCUPANCY:
Average Annual Average
Rental Rates Occupancy
Property 1996 1995 1996 1995
Commerce Plaza $ 7.94/sq. ft. $ 8.05/sq. ft. 97% 94%
Regency Centre 9.46/sq. ft. 9.85/sq. ft. 96% 99%
Highland Park II 8.49/sq. ft. 8.33/sq. ft. 93% 93%
Interrich Plaza 5.36/sq. ft. 4.48/sq. ft. 64% 73%
Centre Stage 8.85/sq. ft. 8.96/sq. ft. 99% 97%
Sunnymead Towne Center 5.73/sq. ft. 7.09/sq. ft. 24% 91%
Medtronics 8.16/sq. ft. 8.16/sq. ft. 100% 100%
The Enclaves 9,003/unit 8,256/unit 95% 96%
CORAL PALM PLAZA
JOINT VENTURE:
Coral Palm Plaza $ 7.25/sq. ft. $ 6.76/sq. ft. 74% 74%
MINNEAPOLIS BUSINESS
PARKS
JOINT VENTURE:
Alpha Business Center $ 7.45/sq. ft. $ 7.65/sq. ft. 94% 92%
Plymouth Service 6.10/sq. ft. 5.88/sq. ft. 99% 93%
Center
Westpoint Business 6.13/sq. ft. 6.22/sq. ft. 97% 93%
Center
The Managing General Partner attributes the decrease in occupancy at Interrich
Plaza to a major tenant vacating its space during the second quarter of 1995.
Management currently is marketing the vacant space for a new tenant. Occupancy
at Plymouth Service Center increased due to the move in of a new tenant
occupying approximately 6% of the property during the fourth quarter of 1995.
Occupancy at Westpoint Business Center increased due to the execution of leases
for three new tenants during the fourth quarter of 1995. Occupancy at Sunnymead
Towne Center decreased as result of a significant tenant, which occupied 98,000
square feet, vacating in 1995. During February 1996, another major tenant
vacated 11,000 square feet, leaving the property approximately 25% physically
occupied.
As noted under "Item 1. Description of Business", the real estate industry is
highly competitive. All of the properties of the Partnership are subject to
competition from other properties in the area. The Managing General Partner
believes that all of the properties are adequately insured. The multi-family
residential property's lease terms are for one year or less. No individual
residential property tenant leases 10% or more of the available rental space.
The following is a schedule of the lease expirations for the years 1997-2006:
% of Gross
Number of Square Annual Annual
Expirations Feet Rent Rent
Commerce Plaza
1997 1 1,647 $ 15,121 2.2%
1998 1 9,523 111,419 16.4%
1999 1 6,889 58,557 8.6%
2000 1 64,186 493,120 72.7%
2001-2006 0 -- -- --
Regency Centre
1997 5 12,602 $ 121,224 10.3%
1998 5 9,204 115,914 9.9%
1999 4 9,221 131,865 11.3%
2000 5 11,229 144,670 12.3%
2001 7 14,491 193,954 16.6%
2002 0 -- -- --
2003 2 28,931 224,977 19.2%
2004 1 32,154 239,226 20.4%
2005-2006 0 -- -- --
Highland Park II
1997 3 9,074 $ 62,868 13.8%
1998 9 22,446 176,808 38.9%
1999 3 15,277 129,809 28.6%
2000 1 2,025 18,225 4.0%
2001 1 2,276 27,829 6.1%
2002 1 2,815 38,565 8.5%
2003-2006 0 -- -- --
Interrich Plaza
1997 0 -- -- --
1998 3 23,580 $ 134,208 74.3%
1999 1 4,730 27,198 15.0%
2000 1 3,500 19,250 10.7%
2001-2006 0 -- -- --
Centre Stage
1997 6 10,477 $ 142,884 16.7%
1998 5 11,678 125,256 14.6%
1999 0 -- -- --
2000 1 1,080 14,580 1.7%
2001 1 2,050 23,900 2.8%
2002 1 2,727 28,692 3.8%
2003-2005 0 -- -- --
2006 2 5,450 69,908 8.2%
Medtronics
1997-1999 0 -- -- --
2000 1 35,000 $ 285,600 100.00%
2001-2006 0 -- -- --
CORAL PALM PLAZA JOINT VENTURE:
Coral Palm Plaza
1997 1 1,400 $ 11,199 1.4%
1998 2 15,431 140,021 17.3%
1999 0 -- -- --
2000 6 7,150 85,146 10.5%
2001 6 11,150 146,756 18.1%
2002 2 4,300 25,626 3.2%
2003 0 -- -- --
2004 1 9,064 83,298 10.3%
2005 2 27,412 175,942 21.7%
2006 1 21,891 142,291 17.5%
MINNEAPOLIS BUSINESS PARKS JOINT VENTURE:
Alpha Business Center
1997 15 47,734 $ 387,333 27.9%
1998 3 11,634 95,448 6.9%
1999 10 45,359 328,185 23.6%
2000 4 18,445 179,945 13.0%
2001 3 34,098 276,089 19.9%
2002-2006 0 -- -- --
Plymouth Service Center
1997 0 -- $ -- --
1998 2 9,976 72,233 15.6%
1999 1 14,332 104,480 22.6%
2000 0 -- -- --
2001 1 13,966 83,700 18.1%
2002 0 -- -- --
2003 1 35,768 201,496 43.6%
2004-2006 0 -- -- --
Westpoint Business Center
1997 8 31,895 $ 216,075 21.6%
1998 7 23,897 155,846 15.6%
1999 10 86,278 467,310 46.6%
2000 2 2,559 19,617 2.0%
2001 1 11,048 88,274 8.8%
2002-2006 0 -- -- --
Lease expirations for Sunnymead are not included since the property is in
receivership and will likely be foreclosed upon in 1997.
The following schedule reflects information on tenants occupying 10% or more of
the leasable square feet for each property at December 31, 1996:
Annual
Square Nature of Expiration Rent Per
Footage Business of Lease Square Foot
Commerce Plaza
F.A.A. 9,523 Government 9/30/98 $11.70
Office
Suntrust Service 64,186 Bank 1/31/00 7.68
Regency Center
Michael's Stores 18,121 Craft Store 2/28/03 7.84
The TJX Operating Co. 32,154 Fashion 11/30/04 7.44
Discount
Highland Park II
First Natl. Bank 13,154 Bank 3/31/99 8.75
Applegate/Potter 6,788 Marketing 4/30/98 6.25
Interrich Plaza
General Diagnostics 17,050 Electronic 11/30/98 5.67
Manufacturer
Centre Stage
The Kroger Co. 58,890 Grocer 3/31/11 7.64
Sunnymead Towne Center
K-Mart (1) 98,471 Discount 10/31/07 $4.47
Retail
Medtronics
Medtronics Heart 35,000 Medical 6/30/00 8.16
Valve Products
CORAL PALM PLAZA
JOINT VENTURE:
Coral Palm Plaza
Luria & Sons 21,891 Catalog 6/30/06 $6.50
Retailer
Linen Supermarket 14,071 Household 10/31/98 9.00
Item Store
Michael's Stores 20,000 Craft Store 2/28/05 7.50
MINNEAPOLIS BUSINESS
PARKS JOINT VENTURE:
Alpha Business Center
Triple J Enterprises 23,020 HVAC 9/30/01 $6.46
Supplies
Plymouth Service Center
Paul Robey & Assoc. 14,332 Sales-Tool 5/31/99 7.29
Parts
Sola Optical 13,966 Eye Doctor 9/30/01 5.99
Guyer's Builder 35,768 Building 12/31/03 5.63
Supplies Supplies
Westpoint Business Center
ETS Energy Tech System 18,637 Parts 8/31/99 3.55
Manufacturer
Kloster Corporation 21,850 Parts 1/31/99 3.29
Manufacturer
Tile by Design 21,815 Tile 7/31/99 7.38
(1) Tenant vacated in 1995 but continues to pay rent. The Partnership has
ceased making debt service payments on the Sunnymead property and the Managing
General Partner expects that the property will be foreclosed upon in 1997. See
"Item 7. Liquidity and Capital Resources" for a further discussion.
Real estate taxes (in thousands) and rates in 1996 for each property were:
1996 1996
Property Billing Rate
Commerce Plaza 71 2.53%
Regency Centre 84 .97%
Highland Park II 45 1.26%
Interrich Plaza 36 2.48%
Centre Stage 98 1.44%
Sunnymeade 67 1.11%
The Enclaves 164 1.61%
Medtronics 20 1.13%
CORAL PALM PLAZA
JOINT VENTURE:
Coral Palm Plaza 195 2.71%
MINNEAPOLIS BUSINESS PARKS
JOINT VENTURE:
Alpha Business Center 315 5.98%
Plymouth Service Center 124 6.17%
Westpoint Business Center 323 6.18%
ITEM 3. LEGAL PROCEEDINGS
The Partnership is unaware of any pending or outstanding litigation that is not
of a routine nature. The Managing General Partner of the Partnership 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 Partnership.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The units holders of the Partnership did not vote on any matter during the
fiscal year covered by this report.
PART II
ITEM 5. MARKET FOR THE PARTNERSHIP'S EQUITY AND RELATED PARTNER MATTERS
The Partnership, a publicly-held limited partnership, sold 95,789 Individual
Investor Units during its offering period through December 1986. As of January
1, 1997, the number of holders of Individual Investor Units was 3,047. There is
no intention to sell additional Individual Investor Units nor is there an
established market for these Units.
Future cash distributions will depend on the levels of net cash generated from
operations, property sales, refinancings, and the availability of cash reserves.
No cash distributions were made to the limited partners in 1996, 1995, or 1994.
Currently, the Managing General Partner is evaluating the feasibility of a
distribution of cash reserves in 1997.
ITEM 6. SELECTED FINANCIAL DATA
The following represents selected financial data for the Partnership, for the
years ended December 31, 1996, 1995, 1994, 1993, and 1992. 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.
<TABLE>
<CAPTION>
For the Year Ended December 31,
1996 1995 1994 1993 1992
(in thousands except per unit data)
<S> <C> <C> <C> <C> <C>
Total revenues $ 12,282 $ 12,717 $ 11,473 $ 10,730 $ 11,102
Loss before minority interest
in joint ventures' operations $ (3,258) $ (6,651) $ (9,762) $ (4,466) $ (7,330)
Minority interest in joint
ventures' operations (423) (507) 1,245 (107) (258)
Net loss $ (3,681) $ (7,158) $ (8,517) $ (4,573) $ (7,588)
Net loss per individual
investor unit (1) $ (37.66) $ (73.23) $ (87.14) $ (46.79) $ (77.63)
Total assets $ 78,893 $ 78,154 $ 83,300 $ 89,645 $ 91,370
Long-term obligations:
Nonrecourse promissory notes:
Principal $ 41,939 $ 41,939 $ 41,939 $ 41,939 $ 41,939
Deferred interest payable 31,810 29,044 26,278 23,512 20,746
Notes payable 16,956 16,956 16,947 16,902 15,674
Total $ 90,705 $ 87,939 $ 85,164 $ 82,353 $ 78,359
Cash distributions per
individual investor unit $ -- $ -- $ -- $ -- $ 10.00
<FN>
(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.
</TABLE>
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
This item should be read in conjunction with the consolidated financial
statements and other items contained elsewhere in this report.
Results of Operations
1996 Compared to 1995
The Partnership's net loss for the year ended December 31, 1996, was
approximately $3,681,000 versus a net loss of approximately $7,158,000 for the
corresponding period of 1995. The operations of the Partnership were stable
from 1995 to 1996. The decrease in the net loss is primarily attributable to a
$2,900,000 provision for impairment of value, recorded on the Partnership's
Sunnymead Towne Shopping Center ("Sunnymead") in 1995. See "Item 8. Financial
Statements - Note F", for a further discussion. Also contributing to the
decrease in net loss was the loss on satisfaction of a mortgage loan receivable
of $978,000 recognized in 1995, as discussed in "Item 8. Financial Statements -
Note D." Partially offsetting these decreases in net loss was a decrease in
other income due to a lease buy-out at Coral Palm Plaza being recognized as
income during 1995. General and administrative expenses increased primarily due
to an increase in expense reimbursements. As noted in "Item 8. Financial
Statements - Note B", the Partnership reimburses the Managing General Partner
and its affiliates for its costs involved in the management and administration
of all partnership activities. While overall expense reimbursements have
increased for the year ended December 31, 1996, the recurring expenses
subsequent to the transition efforts to the new administration are expected to
more closely approximate historical levels. The increase in expense
reimbursements is directly attributable to the combined transition efforts of
the Greenville, South Carolina, and Atlanta, Georgia, administrative offices
during the year-end close, preparation of the 1995 10-K and tax return
(including the limited partner K-1's), filing of the first two quarterly reports
and transition of asset management responsibilities to the new administration.
Included in operating expenses is approximately $159,000 of major repairs and
maintenance comprised primarily of landscaping and exterior building repairs for
the year ended December 31, 1996.
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 $1,244,000 and a decrease in expenses of
$1,867,000. 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 primarily due to increased rental
rates at The Enclaves Apartments and Regency Centre and increased occupancy at
Centre Stage, Alpha Business Center and Westpoint Business Center joint venture
properties. These increases were partially offset by a decline in occupancy at
Interrich Plaza, Commerce Plaza and Coral Palm Plaza joint venture property.
Occupancy and rental rates remained relatively constant at the Partnership's
remaining properties. Interest and other income increased by $573,000 due to
the recognition of $699,000 of lease termination income at the 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 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 mortgagee loan in
October 1994. The Partnership 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 Partnership incurred a loss on satisfaction of the mortgage loan
receivable of $978,000 and the provision for impairment of value on the
Sunnymead Towne Center property of $2,900,000. In 1994, the Partnership incurred
a provision for impairment of value on the Coral Palm Plaza joint venture
property of $4,500,000 and a $1,250,000 provision for doubtful mortgage loans
receivable on the Medtronics mortgage loan receivable. The Partnership
experienced decreases in depreciation expense of $151,000, general and
administrative expenses of $30,000, and interest expense of $13,000, which were
only slightly offset by an increase in operating expenses of $165,000.
Depreciation expense declined due to the provision for impairment of value
recorded on the 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.
As part of the ongoing business plan of the Partnership, the Managing General
Partner monitors the rental market environment of its investment properties to
assess the feasibility of increasing rents, maintaining or increasing occupancy
levels and protecting the Partnership from increases in expense. As part of
this plan, the Managing General Partner attempts to protect the Partnership from
the burden of inflation-related increases in expenses by increasing rents and
maintaining a high overall occupancy level. However, due to changing market
conditions, which can result in the use of rental concessions and rental
reductions to offset softening market conditions, there is no guarantee that
the Managing General Partner will be able to sustain such a plan.
Liquidity and Capital Resources
At December 31, 1996, the Partnership had unrestricted cash of approximately
$8,289,000 compared to approximately $6,378,000 at December 31, 1995. Net cash
provided by operating activities decreased primarily as a result of the increase
in other assets. Other assets increased primarily due to an increase in escrow
account balances. Partially offsetting the increase in other assets was an
increase in accrued interest due to payments not being made on the Sunnymead
debt. Net cash used in investing activities decreased due to the satisfaction
of the first mortgage encumbering the Irvine property as discussed in "Item 8.
Financial Statements - Note D." Partially offsetting this pay off were proceeds
from the satisfaction of a mortgage loan receivable being received in 1995. Net
cash used in financing activities decreased due to a contribution from the
minority interest in the joint venture during 1996 compared to distributions
being paid to the joint venture partner in 1995.
The Sunnymead Towne Shopping Center located in Moreno Valley, California, had a
significant tenant, which occupied 98,000 square feet, vacate in 1995. During
February 1996, another major tenant vacated 11,000 square feet leaving the
property approximately 25% physically occupied. Based on current market
conditions, the Partnership was unable to re-lease the vacant space at a rental
rate sufficient to pay debt service and other operating expenses. Effective
March 1, 1996, the Partnership ceased making debt service payments and does not
intend to make any future payments as the value of Sunnymead is less than the
debt. At December 31, 1996, the note had a principal balance of approximately
$10,100,000 with accrued interest of approximately $1,366,000. The lender has
notified the Partnership of its intent to foreclose on the property. The
Managing General Partner does not plan to challenge the foreclosure proceedings
which are expected to be concluded during 1997. In 1995, the Partnership
recorded a provision for impairment of value of $2,900,000 (see "Item 8.
Financial Statements - Note F"). The Partnership estimates that upon the
foreclosure of Sunnymead the Partnership will record an extraordinary gain on
extinguishment of debt. The property was placed in receivership on May 1, 1996.
The foreclosure of Sunnymead should not significantly impact the Partnership's
liquidity since Sunnymead operated at approximately breakeven on a cash flow
basis during 1995.
The sufficiency of existing liquid assets to meet future liquidity and capital
expenditure requirements is directly related to the level of capital
expenditures required at the properties to adequately maintain the physical
assets and other operating needs of the Partnership. Such assets are currently
thought to be sufficient for any near-term needs of the Partnership. The
mortgage indebtedness of $6,856,000, excluding the Sunnymead indebtedness,
requires interest only payments with a balloon payment due in 2001. Also, the
Partnership's Non-Recourse Promissory Notes of $73,749,000, including deferred
interest of $31,810,000, require minimum interest payments of 5% on principal
per year and mature on February 15, 1999, at which time the Partnership will
have to extend the due dates of these notes, find replacement funding, or sell
properties. Future cash distributions will depend on the levels of cash
generated from operations and the availability of cash reserves. No cash
distributions to the limited partners were made in 1996, 1995, or 1994.
Currently, the Managing General Partner is evaluating the feasibility of a
distribution of cash reserves in 1997.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
CENTURY PENSION INCOME FUND XXIII
LIST OF FINANCIAL STATEMENTS
Independent Auditors' Report
Consolidated Balance Sheets at December 31, 1996 and 1995
Consolidated Statements of Operations - Years ended December 31, 1996, 1995, and
1994
Consolidated Statements of Changes in Partners' Deficit - Years ended December
31, 1996, 1995, and 1994
Consolidated Statements of Cash Flows - Years ended December 31, 1996, 1995, and
1994
Notes to Consolidated Financial Statements
Independent Auditors' Report
To the Partners
Century Pension Income Fund XXIII,
A California Limited Partnership
Greenville, South Carolina
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, 1996 and 1995, and the related
consolidated statements of operations, changes in partners' deficit and cash
flows for each of the three years in the period ended December 31, 1996. 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 audit 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, 1996 and 1995, and the consolidated
results of their operations and their cash flows for each of the three years in
the period ended December 31, 1996 in conformity with generally accepted
accounting principles.
/s/Imowitz Koenig & Co., LLP
New York, N.Y.
February 13, 1997
CENTURY PENSION INCOME FUND XXIII
CONSOLIDATED BALANCE SHEETS
(in thousands, except unit data)
December 31, December 31,
1996 1995
Assets
Cash and cash equivalents $ 8,289 $ 6,378
Restricted cash 80 158
Receivables and other assets, net 2,011 894
Mortgage loan receivable 1,137 1,137
Deferred charges 1,643 2,169
Investment properties:
Land 18,165 18,165
Buildings and related personal property 69,172 68,347
87,337 86,512
Less accumulated depreciation (21,604) (19,094)
65,733 67,418
$ 78,893 $ 78,154
Liabilities and Partners' Deficit
Liabilities
Deferred income, accrued expenses
and other liabilities $ 1,189 $ 738
Accrued interest-promissory notes 1,048 1,048
Deferred interest-notes payable 1,499 714
Notes payable, $10,100 in default
at December 31, 1996, (Note I) 16,956 16,956
Non-recourse promissory notes:
Principal 41,939 41,939
Deferred interest payable 31,810 29,044
Minority interest in consolidated
joint ventures 7,844 7,383
Partners' Deficit
General partner's (2,206) (2,089)
Limited partners' (95,789 units issued and
outstanding at December 31, 1996 and
December 31, 1995) (21,186) (17,579)
(23,392) (19,668)
$ 78,893 $ 78,154
See Accompanying Notes to Consolidated Financial Statements
CENTURY PENSION INCOME FUND XXIII
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except unit data)
Years Ended December 31,
1996 1995 1994
Revenues:
Rental income $ 11,576 $ 11,524 $ 10,853
Interest income on mortgage loans 81 81 244
Other income 625 1,112 376
Total revenues 12,282 12,717 11,473
Expenses (including $435, $473, and
$297 paid to the general partner and
affiliates in 1996, 1995, and 1994):
Interest to promissory note holders 4,863 4,863 4,863
Amortization 420 419 419
Operating 4,968 5,134 4,969
Provision for impairment of value -- 2,900 4,500
Depreciation 2,510 2,565 2,682
Interest on notes payable 1,744 1,729 1,742
General and administrative 1,035 780 810
Provision for doubtful mortgage
loan and interest receivable -- -- 1,250
Loss on satisfaction of mortgage
loan receivable -- 978 --
Total expenses 15,540 19,368 21,235
Loss before minority interest
in joint ventures' operations (3,258) (6,651) (9,762)
Minority interest in joint
ventures' operations (423) (507) 1,245
Net loss $ (3,681) $ (7,158) $ (8,517)
Net loss allocated to general
partner (2%) $ (74) $ (143) $ (170)
Net loss allocated to limited
partners' (98%) (3,607) (7,015) (8,347)
$ (3,681) $ (7,158) $ (8,517)
Net loss per limited
partnership unit $ (37.66) $ (73.23) $ (87.14)
See Accompanying Notes to Consolidated Financial Statements
CENTURY PENSION INCOME FUND XXIII
CONSOLIDATED STATEMENTS OF CHANGES IN PARTNERS' DEFICIT
(in thousands, except unit data)
Limited
Partnership General Limited
Units Partner's Partners' Total
Original capital contributions 95,789 $ 958 $ 47,894 $ 48,852
Partners' deficit at
December 31, 1993 95,789 $ (1,690) $ (2,217) $ (3,907)
Distributions to general
partner -- (43) -- (43)
Net loss for the year
ended December 31, 1994 -- (170) (8,347) (8,517)
Partners' deficit at
December 31, 1994 95,789 (1,903) (10,564) (12,467)
Distributions to general
partner -- (43) -- (43)
Net loss for the year
ended December 31, 1995 -- (143) (7,015) (7,158)
Partners' deficit at
December 31, 1995 95,789 (2,089) (17,579) (19,668)
Distributions to general
partner -- (43) -- (43)
Net loss for the year
ended December 31, 1996 -- (74) (3,607) (3,681)
Partners' deficit at
December 31, 1996 95,789 $ (2,206) $ (21,186) $ (23,392)
See Accompanying Notes to Consolidated Financial Statements
CENTURY PENSION INCOME FUND XXIII
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
Years Ended December 31,
1996 1995 1994
Cash flows from operating activities:
Net loss $ (3,681) $ (7,158) $ (8,517)
Adjustments to reconcile net loss to
net cash provided by operating activities:
Depreciation and amortization 3,182 3,238 3,420
Provision for impairment of value -- 2,900 4,500
Provision for doubtful receivables 272 27 45
Provision for doubtful mortgage loans and
interest receivable -- -- 1,250
Loss on satisfaction of mortgage loan
receivable -- 978 --
Minority interest in joint ventures'
operations 423 507 (1,245)
Deferred interest added to note payable
principal -- 9 39
Deferred interest on non-recourse
promissory notes 2,766 2,766 2,766
Changes in accounts:
Restricted cash 78 (10) 63
Receivables, deferred charges and other
assets (1,535) 160 (994)
Deferred income, interest, accrued
expenses and other liabilities 1,236 (422) 805
Net cash provided by operating
activities 2,741 2,995 2,132
Cash flows from investing activities:
Cost of real estate acquired through
foreclosure -- (1,114) --
Property replacements and improvements (825) (864) (1,017)
Proceeds from cash investments -- -- 3,357
Proceeds from satisfaction of mortgage
loan receivable -- 1,007 --
Net cash (used in) provided by
investing activities (825) (971) 2,340
Cash flows from financing activities:
Joint venture partner contributions 38 -- --
Joint venture partner distributions -- (805) (150)
Cash distributions to the general partner (43) (43) (43)
Net cash used in
financing activities (5) (848) (193)
Increase in cash and cash equivalents 1,911 1,176 4,279
Cash and cash equivalents at beginning of year 6,378 5,202 923
Cash and cash equivalents at end of year $ 8,289 $ 6,378 $ 5,202
Supplemental disclosure of cash flow
information:
Cash paid for interest - notes payable $ 893 $ 1,644 $ 1,737
Cash paid for interest - non-recourse
promissory notes $ 2,097 $ 2,097 $ 2,097
Supplemental disclosure of non-cash
investing and financing activities:
Deferred interest added to note payable
principal $ -- $ -- $ 6
Mortgage loan receivable reclassified to
real estate $ -- $ 612 $ --
See Accompanying Notes to Consolidated Financial Statements
CENTURY PENSION INCOME FUND XXIII
Notes to Consolidated Financial Statements
December 31, 1996
NOTE A - 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" or the "Managing
General Partner"), 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.
Principles of Consolidation:
The consolidated financial statements include the statements of the Partnership,
its wholly-owned subsidiary 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. 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.
Allocation of Income, Loss, and Distributions:
Net income, net loss, and distributions of cash of the Partnership are allocated
between general and limited partners in accordance with the provisions of the
partnership agreement.
Mortgage Loan Receivable:
Mortgage loans are stated at unpaid balances, less an allowance for loan losses.
The amount of the allowance is based on the Managing General Partner's
evaluation of the collectibility of the loan. Allowances from impaired loans
are generally determined based on the value of underlying collateral or the
present value of estimated cash flows. Loans are placed on a nonaccrual basis
when a loan is specifically determined to be impaired or when, in the opinion
of the Managing General Partner, there is an indication that the borrower may
be unable to meet payments as they become due. Any unpaid interest previously
accrued on those loans is reversed from income. Interest income generally is
not recognized on specific impaired loans unless the likelihood of further loss
is remote. Interest payments received on such loans are applied as a reduction
of the loan principal balance.
Fair Value of Financial Instruments:
In the fourth quarter of 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) approximates their fair value due to their short term nature. The
estimated fair value of the Partnership's Sunnymead Towne Center long term debt
and the Non-Recourse Promissory Notes is not practicable to estimate because it
cannot be determined whether financing with similar terms and conditions would
be available to the Partnership. The note payable and deferred interest
encumbering The Enclaves Apartments has a carrying value of approximately
$6,989,000 at December 31, 1996. The estimated fair value for The Enclaves
debt, after discounting the scheduled payments to maturity, approximates
$8,185,000.
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.
At certain times, the amount of cash deposited at a bank may exceed the limit on
insured deposits.
Investment Properties:
Acquisition fees are capitalized as a cost of real estate. In the fourth quarter
of 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 each asset to its carrying amount.
Prior to the adoption of the SFAS, the Partnership's investment properties were
carried at the lower of cost or net realizable value. 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 27.5 to 39 years for buildings and improvements and five to seven
years for furnishings.
Leases:
The Partnership generally leases apartment units for twelve-month terms or less
and leases commercial units with remaining lease terms up to fifteen years. The
Partnership recognizes income as earned on its leases. The Partnership
recognized bad debt expense of $272,000, $27,000, and $45,000 for 1996, 1995,
and 1994, respectively.
Deferred Charges:
Included in deferred charges are sales commissions, organization expenses and
lease commissions. 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. Leasing commissions are deferred and amortized over the lives of
the related leases. Such amortization is charged to operating expense. At
December 31, 1996 and 1995, accumulated amortization of deferred charges
totaled approximately $5,323,000 and $4,910,000, respectively.
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.
Reclassifications:
Certain reclassifications have been made to the 1995 and 1994 balances to
conform to the 1996 presentations.
NOTE B - TRANSACTIONS WITH AFFILIATED PARTIES
The Partnership has no employees and is dependent on the Managing General
Partner and its affiliates for the management and administration of all
partnership activities. The Partnership Agreement provides for payments to
affiliates for services and as reimbursement of certain expenses incurred by
affiliates on behalf of the Partnership.
Pursuant to a series of transactions which closed during the first half of 1996,
affiliates of Insignia Financial Group, Inc. ("Insignia") acquired (i) control
of NPI Equity Investments II, Inc. ("NPI Equity"), the managing general partner
of FRI, and (ii) all of the issued and outstanding shares of stock of FCMC. NPI
Equity is a wholly-owned subsidiary of National Property Investors, Inc.
("NPI"). In connection with these transactions, affiliates of Insignia
appointed new officers and directors of NPI Equity and FCMC.
The following transactions with affiliates of Insignia, NPI, and affiliates of
NPI were incurred in 1996, 1995 and 1994:
1996 1995 1994
Property management fees (included in
operating expense) $ 140 $ 104 $ 81
Reimbursement for services of affiliates
(included in general and administrative
and operating expenses) 184 96 95
Services relating to successful
real estate tax appeals (included in
operating expenses) -- 88 10
Partnership management fee (included in
general and administrative expenses) 111 111 111
$ 435 $ 399 $ 297
Affiliates of the Managing General Partner performed property management
services for The Enclaves during 1994, 1995 and 1996. Effective May 1, 1996, an
affiliate of Insignia began performing property management services for Coral
Palm Plaza.
For the period from January 19, 1996, to December 31, 1996, the Partnership
insured its properties under a master policy through an agency and insurer
unaffiliated with the Managing General Partner. An affiliate of the Managing
General Partner acquired, in the acquisition of a business, certain financial
obligations from an insurance agency which was later acquired by the agent who
placed the current year's master policy. The current agent assumed the
financial obligations to the affiliate of the Managing General Partner who
received payments on these obligations from the agent. The amount of the
Partnership's insurance premiums accruing to the benefit of the affiliate of the
Managing General Partner by virtue of the agent's obligations is not
significant.
Approximately $74,000 of insurance premiums, which were paid to an affiliate of
NPI, under a master insurance policy arranged for by such affiliate, are
included in operating expenses for the year ended December 31, 1995.
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, 1996, 1995
and 1994, the general partner received $43,000 of cash distributions, which were
equal to 2 percent of cash distributions to Promissory Note holders.
NOTE C - RESTRICTED CASH
Restricted cash at December 31, 1996 and 1995, 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 M").
NOTE D - 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 a 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.
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.
Interest income on mortgage loans totaled $81,000, $81,000 and $244,000 for
1996, 1995, and 1994, respectively.
NOTE E - JOINT VENTURES
The Partnership has investments in two consolidated joint ventures as follows:
Coral Palm Plaza Joint Venture
On January 23, 1987, the Partnership acquired a 66.67% ownership interest in
Coral Palm Plaza Joint Venture ("Coral Palm"), a joint venture with Century
Pension Income Fund XXIV, a California Limited Partnership ("CPIF XXIV") and an
affiliate of FCMC and FRI. Also, on January 23, 1987, Coral Palm Plaza Joint
Venture acquired the Coral Palm Plaza, a shopping center located in Coral
Springs, Florida. The Partnership reflects its interest in the Coral Palm Plaza
Joint Venture utilizing full consolidation whereby all of the accounts of the
joint venture are included in the Partnership's financial statements
(intercompany accounts are eliminated).
Summary financial information for Coral Palm Plaza Joint Venture is as follows
(in thousands):
December 31,
1996 1995
Total assets $ 7,301 $ 6,690
Total liabilities (468) (345)
Total ventures' equity $ 6,833 $ 6,345
Years ending December 31,
1996 1995
Total revenues $ 1,183 $ 1,656
Total expenses (807) (853)
Net income $ 376 $ 803
Minneapolis Business Parks Joint Venture
On April 30, 1987, the Partnership acquired a 68% ownership interest in
Minneapolis Business Parks Joint Venture, a joint venture with CPIF XXIV. On
May 5, 1987, Minneapolis Business Parks Joint Venture acquired Alpha Business
Center located in Bloomington, Minnesota; Plymouth Service Center located in
Plymouth, Minnesota, and Westpoint Business Center located in Plymouth,
Minnesota. The Partnership reflects its interest in the Minneapolis Business
Parks Joint Venture utilizing full consolidation whereby all of the accounts of
the joint venture are included in the Partnership's financial statements
(intercompany accounts are eliminated).
Summary financial information for Minneapolis Business Park Joint Venture is as
follows (in thousands):
December 31,
1996 1995
Total assets $17,412 $16,459
Total liabilities (176) (157)
Total ventures' equity $17,236 $16,302
Years ending December 31,
1996 1995
Total revenues $ 3,136 $ 2,881
Total expenses (2,202) (2,133)
Net income $ 934 $ 748
NOTE F - PROVISION FOR IMPAIRMENT OF VALUE
A significant tenant at the Partnership's Sunnymead Towne Center property, that
occupied 98,000 square feet (approximately 57% of leasable space), vacated
during late 1995 as part of the retail chain's national downsizing. The
Partnership did not anticipate being able to re-lease the space at a rental rate
sufficient to cover debt service and operating costs. Based on the sum of
projected future operating cash flows the Partnership determined that the loss
in value was not temporary and recorded an impairment write down of $2,900,000.
The property has not been re-leased, a receiver has been appointed and the
Partnership expects to lose this property through foreclosure (see "Note M").
In December 1994, a significant tenant that had occupied 27,000 square feet (20%
of leasable space) at Coral Palm Plaza moved out. The Partnership, at that
time, was not confident that it could re-lease the space quickly or at favorable
terms. Based on the sum of projected future operating cash flows the
Partnership determined that the loss in value was not temporary and recorded an
impairment write down at of $4,500,000 at December 31, 1994. During June 1995,
the Partnership was able to re-lease 20,000 square feet of the unoccupied space
on comparable terms and re-leased the remaining 7,000 square feet during
September 1995. In accordance with SFAS 121 the Partnership did not write up
the value of the property at that time.
NOTE G - 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.
NOTE H - 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.
NOTE I - MORTGAGE NOTES PAYABLE
The Sunnymead Towne Shopping Center ("Sunnymead") located in Moreno Valley,
California and The Enclaves Apartments ("Enclaves") complex located in Atlanta,
Georgia were the only properties pledged as collateral for notes payable at
December 31, 1996. The Sunnymead note, with a principal balance of $10,100,000,
bore interest at 9.0 percent until November 1995 and 9.5 percent thereafter.
The Enclaves note, with a principal balance of approximately $6,856,000, bears
interest at 12.0625 percent. The Enclaves note requires a balloon payment of
$6,856,000 in April 2001, exclusive of deferred interest. The Partnership makes
monthly interest only payments of approximately $66,000 on the debt. Principal
payments at December 31, 1996, are required as follows (in thousands):
1997 $ 10,100
1998 0
1999 0
2000 0
2001 6,856
Total $ 16,956
The mortgage notes payable are non-recourse and are secured by pledge of the
Partnership's properties and by a pledge of revenues from the respective rental
properties. The Enclaves note includes prepayment penalties if repaid prior to
maturity.
Included in the required principal payments schedule are payments due on the
Sunnymead note as the debt, with an original balloon payment due in the year
2000, is currently in default. 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. The Partnership recorded a $2,900,000 provision for
impairment of value in 1995 (see "Note F"). Upon foreclosure the Partnership
would recognize an extraordinary gain on the extinguishment of debt for
financial reporting purposes.
NOTE J - MINIMUM FUTURE RENTAL REVENUES
Minimum future rental revenues from operating leases having non-cancelable lease
terms in excess of one year at December 31, 1996, are as follows (in thousands):
1997 $ 6,435
1998 5,520
1999 4,112
2000 2,894
2001 2,112
Thereafter 7,553
Total $ 28,626
Future minimum rental payments related to Sunnymead are not included since the
property is in receivership and will likely be foreclosed upon in 1997 (see
"Note M" for a further discussion).
Amortization of deferred leasing commissions totaled $252,000, $254,000, and
$224,000 for 1996, 1995, and 1994, respectively, and are included in operating
expenses.
NOTE K - INCOME TAXES
A reconciliation of the net loss per the financial statements to the net taxable
loss to partners is as follows (in thousands, except unit data):
1996 1995 1994
Net loss as reported $ (3,681) $ (7,158)$ (8,517)
Add (deduct):
Provision for impairment of value -- 2,900 4,500
Provision for doubtful mortgage loans and
interest receivable -- -- 1,250
Loss on satisfaction of mortgage receivable -- 978 --
Original issue discount (936) (641) 740
Deferred income (453) (425) 791
Depreciation differences (393) (295) (122)
Long-term capital loss -- (7,980) --
Bad debt expense 236 -- (62)
Interest expense capitalized 4 52 21
Minority interest in joint ventures' operations 24 181 (1,815)
Interest accrual (114) (118) (105)
Federal taxable loss $ (5,313) $ (12,506)$ (3,319)
Federal taxable loss per limited
partnership unit $ (54) $ (128)$ (34)
The following is a reconciliation between the Partnership's reported amounts and
Federal tax basis of net assets and liabilities (in thousands):
1996 1995 1994
Net liabilities as reported $ (23,392) $ (19,668) $ (12,467)
Differences resulted from:
Sales commissions and organization expenses 6,558 6,558 6,558
Original issue discount 4,101 5,037 5,786
Provision for doubtful mortgage loans
interest receivable -- -- 4,999
Provision for impairment of value 9,991 9,991 7,091
Deferred income (53) 400 825
Acquisition costs expensed (21) (21) (21)
Depreciation (3,047) (2,654) (2,359)
Payments credited to rental properties 2,111 2,111 2,111
Foreclosure of mortgage loan receivable -- -- 1,895
Minority interest in joint ventures' operations(3,509) (3,533) (3,714)
Capitalized expense 486 486 486
Interest expense capitalized 202 198 146
Bad debt expense 290 54 54
Interest accrual 674 788 906
Other 485 485 485
Net (liabilities) assets-Federal tax basis $ (5,124) $ 232 $ 12,781
NOTE L - INVESTMENT PROPERTIES AND ACCUMULATED DEPRECIATION (IN THOUSANDS)
<TABLE>
<CAPTION>
Initial Cost to Partnership
Net Cost
Building and Capitalized
Related (written down)
Encumbrances Personal Subsequent to
Description (1) Land Property Acquisition
<S> <C> <C> <C> <C>
PARTNERSHIP:
Commerce Plaza $ -- $ 1,604 $ 4,188 $ 724
Regency Centre -- 3,123 10,398 772
Highland Park - Phase II -- 654 4,849 296
Interrich Plaza -- 587 1,833 359
Centre Stage Shopping -- 1,300 6,588 407
Center
The Enclaves Apartments 6,856 1,901 7,603 997
Medtronics -- 345 1,381 25
Sunnymead Towne Center 10,100 2,512 7,452 (2,646)
JOINT VENTURES:
Coral Palm Plaza -- 5,009 11,046 (6,529)
Alpha Business Center -- 3,199 6,735 485
Plymouth Service Center -- 475 2,306 (39)
Westpoint Business Center -- 1,166 5,987 245
Total $ 16,956 $ 21,875 $ 70,366 $ (4,904)
<FN>
(1) 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.
</TABLE>
<TABLE>
<CAPTION>
Gross Amount at which carried
at December 31, 1996
Buildings
and Related
Personal Accumulated Date Depreciable
Description Land Property Total Depreciation Acquired Life-Years
PARTNERSHIP:
<S> <C> <C> <C> <C> <C> <C>
Commerce Plaza $ 1,604 $ 4,912 $ 6,516 $ 1,693 3/86 5-39 years
Regency Centre 3,111 11,182 14,293 3,951 5/86 5-39 years
Highland Park -
Phase II 619 5,180 5,799 1,859 9/86 5-39 years
Interrich Plaza 587 2,192 2,779 625 4/88 5-39 years
Centre Stage
Shopping Center 1,300 6,995 8,295 1,702 1/90 5-39 years
The Enclaves
Apartments 1,901 8,600 10,501 1,655 4/91 5-39 years
Medtronics 345 1,406 1,751 72 4/95 5-39 years
Sunnymead Towne
Center 1,781 5,537 7,318 1,555 3/91 5-39 years
JOINT VENTURES:
Coral Palm Plaza 2,393 7,133 9,526 3,297 1/87 5-39 years
Alpha Business
Center 3,002 7,417 10,419 2,448 5/87 5-39 years
Plymouth Service
Center 420 2,322 2,742 712 5/87 5-39 years
Westpoint Business
Center 1 ,102 6,296 7,398 2,035 5/87 5-39 years
Total $ 18,165 $ 69,172 $ 87,337 $ 21,604
</TABLE>
Reconciliation of "Investment Properties and Accumulated Depreciation":
Years Ended December 31,
1996 1995 1994
Investment Properties
Balance at beginning of year $ 86,512 $ 88,807 $ 92,290
Property improvements 825 864 1,017
Property acquired through
deed in lieu of foreclosure
of mortgage loan receivable -- 1,726 --
Provision for impairment of
value -- (2,900) (4,500)
Satisfaction of mortgage
receivable on property
classified as in-substance
foreclosure property -- (1,985) --
Balance at end of year $ 87,337 $ 86,512 $ 88,807
Accumulated Depreciation
Balance at beginning of year $ 19,094 $ 16,529 $ 13,847
Additions charged to expense 2,510 2,565 2,682
Balance at end of year $ 21,604 $ 19,094 $ 16,529
The aggregate cost of the real estate for Federal income tax purposes at
December 31, 1996 and 1995, is $101,522,000 and $100,693,000. The accumulated
depreciation taken for Federal income tax purposes at December 31, 1996 and
1995, is $24,650,000 and $21,747,000.
NOTE M - SUNNYMEAD TOWNE SHOPPING CENTER
The Sunnymead Towne Shopping Center located in Moreno Valley, California, had a
significant tenant, which occupied 98,000 square feet, vacate in 1995. During
February 1996, another major tenant vacated 11,000 square feet, leaving the
property approximately 25% physically occupied. Effective March 1, 1996, the
Partnership ceased making debt service payments and does not intend to make any
future payments as the value of Sunnymead is estimated at less than the debt.
At December 31, 1996, the note had a principal balance of $10,100,000 with
accrued interest of approximately $1,366,000. The lender has notified the
Partnership of its intent to foreclose on the property. The Managing General
Partner does not plan to challenge the foreclosure proceedings which are
expected to be concluded during 1997. The Partnership estimates that upon the
foreclosure of Sunnymead the Partnership will record an extraordinary gain on
extinguishment of debt. The property was placed in receivership on May 1, 1996.
In 1995, a $2,900,000 provision for impairment of value was recorded on the
Sunnymead property. The Partnership determined that, based on economic
conditions at the time as well as projected future operational cash flows, the
decline in value was other than temporary and recovery of the carrying value was
not likely. Accordingly, the property's carrying value was reduced to an amount
equal to its estimated fair value.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
There were no disagreements with Imowitz Koenig & Co., LLP regarding the 1996
or 1995 audits of the Partnership's financial statements.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The Partnership does not have any officers or directors. The managing general
partner of the Partnership, Fox Capital Management Corporation ("FCMC" or the
"Managing General Partner"), manages and controls substantially all of the
Partnership's affairs and has general responsibility and ultimate authority in
all matters affecting its business.
The names of the directors and executive officers of the Managing General
Partner as of December 31, 1996, their ages and nature of all positions with
FCMC presently held by them are as follows:
Name Age Position
William H. Jarrard, Jr. 50 President and Director
Ronald Uretta 41 Vice President and
Treasurer
John K. Lines 37 Vice President and
Secretary
Kelley M. Buechler 39 Assistant Secretary
William H. Jarrard, Jr. has been President and Director of the Managing General
Partner since June 1996 and Managing Director - Partnership Administration of
Insignia Financial Group, Inc. ("Insignia") since January 1991. Mr. Jarrard
served as Managing Director-Partnership Administration and Asset Management from
July 1994 until January 1996.
Ronald Uretta has been Vice President and Treasurer of the Managing General
Partner since June 1996 and Insignia's Treasurer since January 1992. Since
August 1996, he has served as Insignia's Chief Operating Officer. He also
served as Insignia's Secretary from January 1992 to June 1994 and as Chief
Financial Officer from January 1992 to August 1996. Since September 1990, Mr.
Uretta has also served as the Chief Financial Officer and Controller of
Metropolitan Asset Group.
John K. Lines has been Vice President and Secretary of the Managing General
Partner since June 1996, 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.
Kelley M. Buechler has been Assistant Secretary of the Managing General Partner
since June 1996 and Assistant Secretary of Insignia since 1991.
ITEM 11. EXECUTIVE COMPENSATION
No direct form of compensation or remuneration was paid by the Partnership to
any officer or director of the Managing General Partner. The Partnership has no
plan, nor does the Partnership presently propose a plan, which will result in
any remuneration being paid to any officer or director upon termination of
employment. However, reimbursements and other payments have been made to the
Partnership's Managing General Partner and its affiliates, as described in "Item
13".
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The Partnership is a limited partnership and has no officers or directors. The
Managing General Partner has discretionary control over most of the decisions
made by or for the Partnership 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 Partnership voting securities.
There is no person known to the Partnership who owns beneficially or of record
more than five percent of the voting securities of the Partnership.
There are no arrangements known to the Partnership, the operation of which may,
at a subsequent date, result in a change in control of the Partnership.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
No transactions have occurred between the Partnership and any officer or
director of the Managing General Partner.
The Partnership has no employees and is dependent on the Managing General
Partner and its affiliates for the management and administration of all
partnership activities. The Partnership Agreement provides for payments to
affiliates for services and as reimbursement of certain expenses incurred by
affiliates on behalf of the Partnership.
Pursuant to a series of transactions which closed during the first half of 1996,
affiliates of Insignia Financial Group, Inc. ("Insignia") acquired (i) control
of NPI Equity Investments II, Inc. ("NPI Equity"), the managing general partner
of FRI, and (ii) all of the issued and outstanding shares of stock of FCMC. NPI
Equity is a wholly-owned subsidiary of National Property Investors, Inc.
("NPI"). In connection with these transactions, affiliates of Insignia
appointed new officers and directors of NPI Equity and FCMC.
The following transactions with affiliates of Insignia, NPI, and affiliates of
NPI were incurred in 1996, 1995 and 1994:
1996 1995 1994
Property management fees (included
in operating expense) $ 140 $ 104 $ 81
Reimbursement for services of
affiliates (included in general
and administrative and operating
expenses) 184 96 95
Services relating to successful
real estate tax appeals (included
in operating expenses) -- 88 10
Partnership management fee (included
in general and administrative
expenses) 111 111 111
$ 435 $ 399 $ 297
Affiliates of the Managing General Partner performed property management
services for The Enclaves during 1994, 1995 and 1996. Effective May 1, 1996,
an affiliate of Insignia began performing property management services for
Coral Palm Plaza.
For the period from January 19, 1996, to December 31, 1996, the Partnership
insured its properties under a master policy through an agency and insurer
unaffiliated with the Managing General Partner. An affiliate of the Managing
General Partner acquired, in the acquisition of a business, certain financial
obligations from an insurance agency which was later acquired by the agent who
placed the current year's master policy. The current agent assumed the
financial obligations to the affiliate of the Managing General Partner who
received payments on these obligations from the agent. The amount of the
Partnership's insurance premiums accruing to the benefit of the affiliate of the
Managing General Partner by virtue of the agent's obligations is not
significant.
Approximately $74,000 of insurance premiums, which were paid to an affiliate of
NPI, under a master insurance policy arranged for by such affiliate, are
included in operating expenses for the year ended December 31, 1995.
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, 1996, 1995
and 1994, the general partner received $43,000 of cash distributions, which were
equal to 2 percent of cash distributions to Promissory Note holders.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a)(1)(2) Consolidated Financial Statements and Consolidated Financial
Statement Schedules:
See "Item 8" of the Form 10-K for Consolidated Financial Statements
of the Partnership, 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: See Exhibit Index contained herein
(b) Reports on Form 8-K: None filed during the fourth quarter of
1996.
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.
CENTURY PENSION INCOME FUND XXIII
By: Fox Partners V
Its General Partner
By: Fox Capital Management Corporation
Its Managing General Partner
By: /s/ William H. Jarrard, Jr.
William H. Jarrard, Jr.
President and Director
Date: March 27, 1997
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 27, 1997
William H. Jarrard Director
/s/Ronald Uretta Vice President and March 27, 1997
Ronald Uretta Treasurer
Exhibit Index
2. NPI Stock Purchase Agreement, dated as of August 17, 1995, incorporated by
reference to the Partnership'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 Partnership dated July 1, 1985, and thereafter
supplemented contained in the Partnership's Registration Statement on Form
S-11 (Reg. No 2-96389)
16. Letter from the Partnership's former Independent Auditor dated April 27,
1994, incorporated by reference to exhibit 10 to the Partnership's Current
Report on Form 8-K dated April 22, 1994.
27. Financial Data Schedule
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from Century
Pension Income Fund XXIII 1996 Year-End 10-K and is qualified in its entirety by
reference to such 10-K filing.
</LEGEND>
<CIK> 0000764543
<NAME> CENTURY PENSION INCOME FUND XXIII
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> DEC-31-1996
<CASH> 8,289
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0<F1>
<PP&E> 87,337
<DEPRECIATION> 21,604
<TOTAL-ASSETS> 78,893
<CURRENT-LIABILITIES> 0<F1>
<BONDS> 41,939
0
0
<COMMON> 0
<OTHER-SE> (23,392)
<TOTAL-LIABILITY-AND-EQUITY> 78,893
<SALES> 0
<TOTAL-REVENUES> 12,282
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 15,540
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 6,607
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (3,681)
<EPS-PRIMARY> (37.66)<F2>
<EPS-DILUTED> 0
<FN>
<F1>Registrant has an unclassified balance sheet.
<F2>Multiplier is 1.
</FN>
</TABLE>
