FORM 10-Q--QUARTERLY REPORT UNDER SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 1998
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from .........to.........
(Amended by Exch Act Rel No. 312905 eff. 4/26/93.)
Commission file number 0-14528
CENTURY PENSION INCOME FUND XXIII
(Exact name of registrant as specified in its charter)
California 94-2963120
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
One Insignia Financial Plaza
Greenville, South Carolina 29602
(Address of principal executive offices)
(864) 239-1000
(Registrant's telephone number)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X . No .
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
a)
CENTURY PENSION INCOME FUND XXIII
CONSOLIDATED BALANCE SHEETS
(in thousands, except unit data)
March 31, December 31,
1998 1997
(Unaudited) (Note)
Assets
Cash and cash equivalents $ 9,369 $ 9,366
Receivables and deposits 1,512 1,118
Other assets 286 332
Mortgage loan receivable 1,137 1,137
Deferred charges 1,385 1,533
Investment properties:
Land 15,970 15,970
Buildings and related personal property 62,830 62,629
78,800 78,599
Less accumulated depreciation (22,950) (22,358)
55,850 56,241
$ 69,539 $ 69,727
Liabilities and Partners' Deficit
Liabilities
Accounts payable $ 114 $ 34
Tenant security deposit liabilities 370 367
Accrued property taxes 374 258
Accrued interest - promissory notes 524 1,048
Accrued interest - notes payable 173 165
Other liabilities 227 274
Notes payable 6,856 6,856
Non-recourse promissory notes:
Principal 41,939 41,939
Deferred interest payable 35,268 34,576
Minority interest in consolidated
joint ventures 7,576 7,429
Partners' Deficit
General partner's (1,318) (1,284)
Limited partners' (95,789 units issued and
outstanding at March 31, 1998 and
December 31, 1997) (22,564) (21,935)
(23,882) (23,219)
$ 69,539 $ 69,727
Note: The balance sheet at December 31, 1997, has been derived from the
audited financial statements at that date but does not include all of the
information and footnotes required by generally accepted accounting
principles for complete financial statements.
See Accompanying Notes to Consolidated Financial Statements
b)
CENTURY PENSION INCOME FUND XXIII
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(in thousands, except unit data)
Three Months Ended
March 31,
1998 1997
Revenues:
Rental income $ 2,799 $ 2,756
Interest income on mortgage loans 20 20
Other income 140 134
Total revenues 2,959 2,910
Expenses:
Operating 699 836
General and administrative 271 247
Depreciation 592 621
Interest on notes payable 207 432
Interest to promissory note holders 1,216 1,216
Amortization of deferred charges 110 105
Property taxes 359 413
Total expenses 3,454 3,870
Loss before minority interest in joint ventures'
operations and extraordinary gain on foreclosure (495) (960)
Minority interest in joint ventures' operations (147) (87)
Loss before extraordinary gain (642) (1,047)
Extraordinary gain on foreclosure -- 5,337
Net (loss) income $ (642) $ 4,290
Net (loss) income allocated to general partner $ (13) $ 1,046
Net (loss) income allocated to limited partners (629) 3,244
$ (642) $ 4,290
Net (loss) income per limited partnership unit:
Loss before extraordinary gain $ (6.57) $ (10.71)
Extraordinary gain on foreclosure -- 44.58
Net (loss) income per limited partnership unit $ (6.57) $ 33.87
See Accompanying Notes to Consolidated Financial Statements
c)
CENTURY PENSION INCOME FUND XXIII
CONSOLIDATED STATEMENTS OF CHANGES IN PARTNERS' DEFICIT
(Unaudited)
(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, 1996 95,789 $(2,206) $(21,186) $(23,392)
Distribution to general partner -- (21) -- (21)
Net income for the three months
ended March 31, 1997 -- 1,046 3,244 4,290
Partners' deficit
at March 31, 1997 95,789 $(1,181) $(17,942) $(19,123)
Partners' deficit
at December 31, 1997 95,789 $(1,284) $(21,935) $(23,219)
Distribution to general partner -- (21) -- (21)
Net loss for the three months
ended March 31, 1998 -- (13) (629) (642)
Partners' deficit
at March 31, 1998 95,789 $(1,318) $(22,564) $(23,882)
See Accompanying Notes to Consolidated Financial Statements
d)
CENTURY PENSION INCOME FUND XXIII
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(in thousands)
Three Months Ended
March 31,
1998 1997
Cash flows from operating activities:
Net (loss) income $ (642) $ 4,290
Adjustments to reconcile net (loss) income to net cash
provided by (used in) operating activities:
Depreciation 592 621
Amortization of deferred charges and lease commissions 172 164
Minority interest in joint ventures' operations 147 87
Deferred interest on non-recourse promissory notes 692 692
Extraordinary gain on foreclosure -- (5,337)
Change in accounts:
Receivables and deposits (394) (126)
Other assets 46 (302)
Deferred charges (24) 150
Accounts payable 80 49
Tenant security deposit liabilities 3 (10)
Accrued property taxes 116 102
Other liabilities (47) (149)
Accrued interest on notes payable 8 233
Accrued interest - promissory notes (524) (524)
Net cash provided by (used in) operating activities 225 (60)
Cash flows from investing activities:
Property replacements and improvements (201) (95)
Net cash used in investing activities (201) (95)
Cash flows from financing activities:
Cash distributions to the general partner (21) (21)
Net cash used in financing activities (21) (21)
Net increase (decrease) in cash and cash equivalents 3 (176)
Cash and cash equivalents at beginning of period 9,366 8,289
Cash and cash equivalents at end of period $ 9,369 $ 8,113
Supplemental disclosure of cash flow information:
Cash paid for interest - notes payable $ 199 $ 199
Cash paid for interest - non-recourse promissory notes $ 1,048 $ 1,048
See Accompanying Notes to Consolidated Financial Statements
SUPPLEMENTAL DISCLOSURES OF NON-CASH ACTIVITIES
Foreclosure:
During the three months ended March 31, 1997, Sunnymead Towne Center was
foreclosed upon by the lender. In connection with this foreclosure,
approximately $67,000 in cash was transferred to the lender as partial
settlement on the outstanding debt. This cash was previously classified as
restricted cash on the Partnership's balance sheet. In addition, the following
balance sheet accounts were adjusted by the non-cash amounts noted below (in
thousands):
March 31, 1997
Receivables and deposits $ (663)
Other assets (27)
Investment properties (5,714)
Tenant security deposit liabilities 42
Accrued interest on notes payable 1,591
Other liabilities 8
Notes payable 10,100
e)
CENTURY PENSION INCOME FUND XXIII
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE A - GOING CONCERN
The accompanying consolidated financial statements have been prepared assuming
the Partnership will continue as a going concern, which contemplates the
realization of assets and satisfaction of liabilities in the normal course of
business. As discussed in "Item 2, Management's Discussion and Analysis or Plan
of Operation," the Non-Recourse Promissory Notes (the "Notes"), totaling
approximately $79,627,000 (at maturity) in principal and deferred interest,
mature on February 15, 1999. The Managing General Partner is currently
evaluating the feasibility of selling some of the Partnership's properties in
order to pay off the outstanding Notes and/or seeking to either extend the
maturity date of the Notes or find replacement financing. However, there can be
no assurance that these courses of action will be successful and that the
Partnership will have sufficient funds to meet its 1999 obligations. These
conditions raise substantial doubt about the Partnership's ability to continue
as a going concern.
The financial statements do not include any adjustments relating to the
recoverability and classification of recorded asset amounts or the amounts and
classification of liabilities that might be necessary should the Partnership be
unable to continue as a going concern.
NOTE B - BASIS OF PRESENTATION
The accompanying unaudited financial statements of Century Pension Income Fund
XXIII (the "Partnership") have been prepared in accordance with generally
accepted accounting principles for interim financial information and with the
instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they
do not include all of the information and footnotes required by generally
accepted accounting principles for complete financial statements. In the
opinion of Fox Capital Management Corporation ("FCMC" or the "Managing General
Partner"), a California corporation and the managing general partner of the
Partnership's general partner, all adjustments (consisting of normal recurring
accruals) considered necessary for a fair presentation have been included.
Operating results for the three month period ended March 31, 1998, are not
necessarily indicative of the results that may be expected for the fiscal year
ending December 31, 1998. For further information, refer to the financial
statements and footnotes thereto included in the Partnership's annual report on
Form 10-K for the year ended December 31, 1997.
Certain reclassifications have been made to the 1997 information to conform to
the 1998 presentation.
NOTE C - TRANSACTIONS WITH AFFILIATED PARTIES
The Partnership has no employees and is dependent on the Managing General
Partner and its affiliates for the management and administration of all
partnership activities. The Managing General Partner is wholly-owned by Insignia
Properties Trust ("IPT"), an affiliate of Insignia Financial Group, Inc.
("Insignia"). The Partnership Agreement provides for certain payments to
affiliates for services and as reimbursement of certain expenses incurred by
affiliates on behalf of the Partnership.
The following transactions with the Managing General Partner and its affiliates
were incurred during the three month periods ended March 31, 1998 and 1997:
1998 1997
(in thousands)
Property management fees (included in operating
expense) $ 38 $ 38
Reimbursement for services of affiliates (included
in general and administrative expenses and
operating expenses) (1) 60 24
Partnership management fee (included in general
and administrative expenses) 55 55
(1)Included in "Reimbursements for services of affiliates" for the period ended
March 31, 1998 is approximately $1,000 in reimbursements for construction
oversight costs. There were no such costs for the period ended March 31,
1997.
For the period from January 1, 1997, to August 31, 1997, the Partnership insured
its properties under a master policy through an agency affiliated with the
Managing General Partner with an 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 master policy. The
agent assumed the financial obligations to the affiliate of the Managing General
Partner which 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 was not
significant.
In accordance with the Partnership Agreement (the "Agreement") the General
Partner was allocated its two percent continuing interest in the Partnership's
net income or loss and taxable income or loss exclusive of gains or losses on
any property dispositions. The extraordinary gain on the Sunnymead foreclosure
recognized during the three month period ended March 31, 1997 was allocated 20%
to the General Partner and 80% to the limited partners per the terms of the
Agreement.
The partnership management fee is limited by the Agreement to ten percent of net
cash available for distribution before interest payments to the Promissory
Noteholders and the partnership management fee. The Managing General Partner
received cash distributions totaling approximately $21,000 during each of the
three month periods ended March 31, 1998 and 1997.
On March 17, 1998, Insignia entered into an agreement to merge its national
residential property management operations, and its controlling interest in IPT,
with Apartment Investment and Management Company ("AIMCO"), a publicly traded
real estate investment trust. The closing, which is anticipated to happen in
the third quarter of 1998, is subject to customary conditions, including
government approvals and the approval of Insignia's shareholders. If the
closing occurs, AIMCO will then control the Managing General Partner of the
Partnership.
NOTE D - FORECLOSURE OF SUNNYMEAD TOWNE SHOPPING CENTER
On March 27, 1997, the Sunnymead Towne Shopping Center ("Sunnymead") located in
Moreno Valley, California, was foreclosed on. Several significant tenants
vacated Sunnymead in 1995 and 1996 and the Partnership recorded a provision for
impairment of value. In 1996 the Partnership ceased making debt service
payments and the property was placed in receivership in May of 1996. The
Managing General Partner determined it was not in the Partnership's best
interest to contest the foreclosure action as the value of the Sunnymead
property was estimated at less than the debt. As a result of the foreclosure,
the Partnership recorded a gain on foreclosure of approximately $5,337,000
during the three month period ended March 31, 1997. Prior to the foreclosure,
the outstanding debt on the property was a note payable with a principal balance
of $10,100,000 and accrued interest of approximately $1,591,000.
ITEM 2.MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
The Partnership's remaining investment properties consist of one apartment
complex, four business parks and two shopping centers, as well as three business
parks and a shopping center owned by two consolidated joint ventures between the
Partnership and an affiliated partnership. The following table sets forth the
average physical occupancy for the three months ended March 31, 1998 and 1997:
Average
Occupancy
Property 1998 1997
Commerce Plaza 100% 100%
Tampa, Florida
Regency Centre 88% 95%
Lexington, Kentucky
Highland Park Commerce 90% 89%
Center - Phase II
Charlotte, North Carolina
Interrich Plaza 100% 64%
Richardson, Texas
Centre Stage Shopping Center 99% 99%
Norcross, Georgia
The Enclaves 95% 93%
Atlanta, Georgia
Medtronics 100% 100%
Irvine, California
CORAL PALM PLAZA JOINT VENTURE:
Coral Palm Plaza 69% 74%
Coral Springs, Florida
MINNEAPOLIS BUSINESS PARKS
JOINT VENTURE:
Alpha Business Center 95% 95%
Bloomington, Minnesota
Plymouth Service Center 100% 100%
Plymouth, Minnesota
Westpoint Business Center 92% 99%
Plymouth, Minnesota
The Managing General Partner attributes the decrease in occupancy at Regency
Centre to a vacancy created by a tenant suddenly moving out of a 10,810 sq. foot
space. The Managing General Partner is currently negotiating with a prospective
new tenant to occupy this space. Occupancy at Interrich Plaza is currently at
100% due to the demand for warehouse space in the Dallas/Fort Worth area.
Occupancy at Coral Palm Plaza decreased as a result of two tenants vacating the
property during the fourth quarter of 1997. Occupancy at Westpoint Business
Center decreased as a result of a tenant exercising a termination option. A new
lease has been signed to occupy this space.
Results of Operations
The Partnership's net loss for the three months ended March 31, 1998 was
approximately $642,000 compared to net income of approximately $4,290,000 for
the three months ended March 31, 1997. The decrease in net income is primarily
attributable to the extraordinary gain of approximately $5,337,000 on the
foreclosure of Sunnymead Towne Shopping Center during the three months ended
March 31, 1997 (see "Item 1. Financial Statements, Note D"). The Partnership's
loss before the extraordinary gain was approximately $1,047,000 for the three
months ended March 31, 1997 compared to a loss of approximately $642,000 for the
comparable period of 1998. The decrease in loss before the extraordinary gain
was primarily due to a decrease in interest on notes payable due to the
Sunnymead foreclosure. Also contributing to the decrease in loss before the
extraordinary gain was a decrease in operating and property tax expenses.
Contributing to the decrease in operating expense was the absence of Sunnymead
expenses in 1998 and a decrease in operating expenses at The Enclaves due to
decreases in administrative salaries and administrative units related to
personnel changes. In addition, operating expenses at Coral Palm Plaza
decreased primarily due to lower repairs and maintenance costs. Property tax
expense decreased primarily due to the successful appeal of the 1997 property
tax assessment for Coral Palm Plaza. The property was notified that there would
be a refund of overpaid taxes in the second quarter of 1998. The decrease in
operating and property tax expenses was partially offset by an increase in
general and administrative expense primarily attributable to increased general
partner reimbursements.
Included in operating expense for the three months ended March 31, 1998 is
approximately $22,000 of major repairs and maintenance comprised primarily of
major landscaping and exterior painting. Included in operating expense for the
three months ended March 31, 1997 is approximately $14,000 of major repairs and
maintenance comprised primarily of exterior building repairs and major
landscaping.
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 March 31, 1998, the Partnership had cash and cash equivalents of
approximately $9,369,000 compared to approximately $8,113,000 at March 31, 1997.
The net increase in cash and cash equivalents for the three months ended March
31, 1998 was approximately $3,000 compared to a net decrease of approximately
$176,000 at March 31, 1997. Net cash provided by operating activities increased
primarily due to the decrease in net loss exclusive of extraordinary gain as
discussed above. Also contributing to the increase were decreases in cash
payments for accounts payable and other liabilities due to the timing of
payments. Offsetting these items was an increase in receivables and deposits
due to the timing of payments for tax and insurance escrows and the property tax
refund receivable for Coral Palm related to the tax appeal discussed above. Net
cash used in investing activities increased due to increased property
improvements and replacements in the first quarter of 1998. Net cash used in
financing activities was consistent for both periods.
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, debt service requirements and other operating needs of the Partnership.
The mortgage indebtedness of approximately $6,856,000, requires interest only
payments with a balloon payment due in 2001. Also, the Partnership's Non-
Recourse Promissory Notes of approximately $77,207,000, including deferred
interest of approximately $35,268,000, require minimum interest payments of 5%
on principal per year and mature on February 15, 1999. The Managing General
Partner is currently evaluating the feasibility of selling some of the
Partnership's properties in order to payoff the outstanding notes and/or seeking
to either extend the maturity date of the notes or find replacement financing.
However, there can be no assurance that these courses of action will be
successful and that the Partnership will have sufficient funds to meet its 1999
obligations. Future cash distributions will depend on the levels of cash
generated from operations and the availability of cash reserves. No cash
distributions were paid or declared on behalf of the limited partners in 1997 or
during the three months ended March 31, 1998. Cash distributions of
approximately $21,000 were paid to the General Partner during each of the three
month periods ended March 31, 1998 and 1997.
Year 2000
The Partnership is dependent upon the Managing General Partner and Insignia for
management and administrative services. Insignia has completed an assessment
and will have to modify or replace portions of its software so that its computer
systems will function properly with respect to dates in the year 2000 and
thereafter (the "Year 2000 Issue"). The project is estimated to be completed
not later than December 31, 1998, which is prior to any anticipated impact on
its operating systems. The Managing General Partner believes that with
modifications to existing software and conversions to new software, the Year
2000 Issue will not pose significant operational problems for its computer
systems. However, if such modifications and conversions are not made, or are not
completed timely, the Year 2000 Issue could have a material impact on the
operations of the Partnership.
Other
Certain items discussed in this quarterly report may constitute forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of
1995 (the "Reform Act") and as such may involve known and unknown risks,
uncertainties and other factors which may cause the actual results, performance
or achievements of the Partnership to be materially different from future
results, performance or achievements expressed or implied by such forward-
looking statements. Such forward-looking statements speak only as of the date
of this quarterly report. The Partnership expressly disclaims any obligation or
undertaking to release publicly any updates or revisions to any forward-looking
statements contained herein to reflect any change in the Partnership's
expectations with regard thereto or any change in events, conditions or
circumstances on which any such statement is based.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
In March 1998, several putative unit holders of limited partnership units of the
Partnership commenced an action entitled ROSALIE NUANES, ET AL. V. INSIGNIA
FINANCIAL GROUP, INC., ET AL. in the Superior Court of the State of California
for the County of San Mateo. The Plaintiffs named as defendants, among others,
the Partnership, the Managing General Partner and several of their affiliated
partnerships and corporate entities. The complaint purports to assert claims on
behalf of a class of limited partners and derivatively on behalf of a number of
limited partnerships (including the Partnership) which are named as nominal
defendants, challenging the acquisition by Insignia and its affiliates of
interests in certain general partner entities, past tender offers by Insignia
affiliates to acquire limited partnership units, the management of partnerships
by Insignia affiliates, as well as a recently announced agreement between
Insignia and AIMCO. The complaint seeks monetary damages and equitable relief,
including judicial dissolution of the Partnership. The Managing General Partner
was only recently served with the complaint which it believes to be without
merit, and intends to vigorously defend the action.
The Managing General Partner is unaware of any other pending or outstanding
litigation that is not of a routine nature. The Managing General Partner
believes that all such other matters are adequately covered by insurance and
will be resolved without a material adverse effect upon the business, financial
condition, results of operations, or liquidity of the Partnership.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
a) Exhibits:
Exhibit 27, Financial Data Schedule, is filed as an exhibit to this
report.
b) Reports on Form 8-K: None filed during the quarter ended March 31,
1998.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
CENTURY PENSION INCOME FUND XXIII
By: FOX PARTNERS V,
Its General Partner
By: FOX CAPITAL MANAGEMENT CORPORATION,
Its Managing General Partner
By: /s/William H. Jarrard, Jr.
William H. Jarrard, Jr.
President and Director
By: /s/Ronald Uretta
Ronald Uretta
Vice President and Treasurer
Date: May 14, 1998
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from
Century Pension Income Fund XXIII 1998 First Quarter 10-Q and is qualified in its entirety by reference to such 10-QSB filing.
</LEGEND>
<CIK> 0000764543
<NAME> CENTURY PENSION INCOME FUND XXIII
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> MAR-31-1998
<CASH> 9,369
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0<F1>
<PP&E> 78,800
<DEPRECIATION> (22,950)
<TOTAL-ASSETS> 69,539
<CURRENT-LIABILITIES> 0<F1>
<BONDS> 77,207
0
0
<COMMON> 0
<OTHER-SE> (23,882)
<TOTAL-LIABILITY-AND-EQUITY> 69,539
<SALES> 0
<TOTAL-REVENUES> 2,959
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 3,454
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,423
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (642)
<EPS-PRIMARY> (6.57)<F2>
<EPS-DILUTED> 0
<FN>
<F1>Registrant has an unclassified balance sheet.
<F2>Multiplier is 1.
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