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 September 30, 1998
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from .........to.........
Commission file number 0-14528
CENTURY PENSION INCOME FUND XXIII
(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.)
55 Beattie Place
P.O. Box 1089
Greenville, South Carolina 29602
(Address of principal executive offices)
(864) 239-1000
(Registrant's telephone number)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X . No .
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
a)
CENTURY PENSION INCOME FUND XXIII
CONSOLIDATED BALANCE SHEETS
(in thousands, except unit data)
September 30, December 31,
1998 1997
(Unaudited) (Note)
Assets
Cash and cash equivalents $ 10,798 $ 9,366
Receivables and deposits, net of allowance
for uncollectible amounts of $438 (1998)
and $322 (1997) 1,546 1,118
Other assets 315 332
Mortgage loan receivable 1,137 1,137
Deferred charges 1,183 1,533
Investment properties:
Land 15,970 15,970
Buildings and related personal property 63,080 62,629
79,050 78,599
Less accumulated depreciation (24,187) (22,358)
54,863 56,241
$ 69,842 $ 69,727
Liabilities and Partners' Deficit
Liabilities
Accounts payable $ 86 $ 34
Tenant security deposit liabilities 351 367
Accrued property taxes 681 258
Accrued interest - promissory notes 524 1,048
Accrued interest - notes payable 189 165
Other liabilities 194 274
Notes payable 6,856 6,856
Non-recourse promissory notes:
Principal 41,939 41,939
Deferred interest payable 36,651 34,576
Minority interest in consolidated
joint ventures 7,863 7,429
Partners' Deficit
General partner's (1,372) (1,284)
Limited partners' (95,789 units issued and
outstanding at September 30, 1998 and
December 31, 1997) (24,120) (21,935)
(25,492) (23,219)
$ 69,842 $ 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 Nine Months Ended
September 30, September 30,
1998 1997 1998 1997
Revenues:
Rental income $ 2,776 $ 2,554 $ 8,338 $ 7,878
Interest income on mortgage
loans 6 20 47 61
Other income 174 149 457 416
Total revenues 2,956 2,723 8,842 8,355
Expenses:
Operating 830 880 2,368 2,454
General and administrative 268 281 764 792
Depreciation 615 578 1,829 1,784
Interest on notes payable 206 207 620 846
Interest to promissory note
holders 1,216 1,216 3,647 3,647
Amortization of deferred
charges 100 105 316 315
Property taxes 356 350 1,094 1,168
Total expenses 3,591 3,617 10,638 11,006
Loss before minority
interest in joint ventures'
operations and extraordinary
gain on foreclosure (635) (894) (1,796) (2,651)
Minority interest in joint
ventures' operations (192) (41) (434) (218)
Loss before extraordinary gain (827) (935) (2,230) (2,869)
Extraordinary gain on
foreclosure -- -- -- 5,337
Net (loss) income $ (827) $ (935) $ (2,230) $ 2,468
Net (loss) income allocated to
general partner $ (17) $ (18) $ (45) $ 1,010
Net (loss) income allocated to
limited partners (810) (917) (2,185) 1,458
$ (827) $ (935) $ (2,230) $ 2,468
Net (loss) income per limited
partnership unit:
Loss before extraordinary gain $ (8.46) $ (9.58) $ (22.81) $ (29.36)
Extraordinary gain on
foreclosure -- -- -- 44.58
Net (loss) income per limited
partnership unit $ (8.46) $ (9.58) $ (22.81) $ 15.22
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)
Distributions to general partner -- (43) -- (43)
Net income for the nine months
ended September 30, 1997 -- 1,010 1,458 2,468
Partners' deficit at
September 30, 1997 95,789 $(1,239) $(19,728) $(20,967)
Partners' deficit
at December 31, 1997 95,789 $(1,284) $(21,935) $(23,219)
Distributions to general partner -- (43) -- (43)
Net loss for the nine months
ended September 30, 1998 -- (45) (2,185) (2,230)
Partners' deficit
at September 30, 1998 95,789 $(1,372) $(24,120) $(25,492)
See Accompanying Notes to Consolidated Financial Statements
d)
CENTURY PENSION INCOME FUND XXIII
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(in thousands)
Nine Months Ended
September 30,
1998 1997
Cash flows from operating activities:
Net (loss) income $ (2,230) $ 2,468
Adjustments to reconcile net (loss) income to net cash
provided by operating activities:
Depreciation 1,829 1,784
Amortization of deferred charges and lease commissions 522 500
Minority interest in joint ventures' operations 434 218
Deferred interest on non-recourse promissory notes 2,075 2,075
Extraordinary gain on foreclosure -- (5,337)
Casualty gain -- (37)
Change in accounts:
Receivables and deposits (428) (485)
Other assets 17 (211)
Deferred charges (172) (236)
Accounts payable 52 (93)
Tenant security deposit liabilities (16) (16)
Accrued property taxes 423 392
Other liabilities (80) (23)
Accrued interest on promissory notes (524) (524)
Accrued interest on notes payable 24 249
Net cash provided by operating activities 1,926 724
Cash flows from investing activities:
Property replacements and improvements (451) (347)
Insurance proceeds -- 100
Net cash used in investing activities (451) (247)
Cash flows from financing activities:
Cash distributions to the general partner (43) (43)
Net cash used in financing activities (43) (43)
Net increase in cash and cash equivalents 1,432 434
Cash and cash equivalents at beginning of period 9,366 8,289
Cash and cash equivalents at end of period $ 10,798 $ 8,723
Supplemental disclosure of cash flow information:
Cash paid for interest - notes payable $ 596 $ 596
Cash paid for interest - non-recourse promissory notes $ 2,097 $ 2,097
See Accompanying Notes to Consolidated Financial Statements
SUPPLEMENTAL DISCLOSURES OF NON-CASH ACTIVITIES
Foreclosure:
During the nine months ended September 30, 1997, Sunnymead Towne Center was
foreclosed upon by the lender resulting in an extraordinary gain of
approximately $5,337,000. 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):
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
Casualty Gain:
The Partnership recorded a net casualty gain during the nine months ended
September 30, 1997, resulting from a fire at The Enclaves which destroyed six
apartment units. The damage resulted in a net gain of approximately $37,000.
The following balance sheet accounts were adjusted by the non-cash amounts noted
below (in thousands):
Receivables and other assets $133
Building and related personal property 111
Other liabilities (111)
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
Century Pension Income Fund XXIII (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. Fox Capital
Management Corporation ("FCMC" or the "Managing General Partner"), a California
corporation and the managing general partner of the Partnership's general
partner, believes that the Partnership's real properties may not have sufficient
value to enable the Partnership to refinance the maturing debt or sell the
properties for an amount equal to or in excess of the maturing Notes. The
Managing General Partner has met with the indenture trustee with respect to the
pending maturity. Any modification to the existing loan would require the
consent of the holders of the Notes. If the Partnership is unable to refinance
the existing indebtedness, obtain a loan extension, modify the Notes or a
standstill agreement cannot be negotiated to enable the Partnership time to
liquidate its properties, it is likely that the Partnership's properties will
be lost through foreclosure. If the properties are foreclosed upon, the
Partnership would be dissolved, any available cash would be distributed and
limited partners would lose their investment in the Partnership. However, there
can be no assurance that these courses of action will be successful or 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 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 the Managing General Partner, all
adjustments (consisting of normal recurring accruals) considered necessary for a
fair presentation have been included. Operating results for the three and nine
month periods ended September 30, 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 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 nine months ended September 30, 1998 and 1997:
1998 1997
(in thousands)
Property management fees (included in operating
expense) $124 $111
Reimbursement for services of affiliates (included
in general and administrative and operating 191 147
expenses) (1)
Partnership management fee (included in general
and administrative expenses) 111 111
(1) Included in "Reimbursements for services of affiliates" for the nine months
ended September 30, 1998 is approximately $4,000 in reimbursements for
construction oversight costs. There were no such costs for the same period
in 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 nine month period ended September 30, 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 $43,000 during each of the
nine month periods ended September 30, 1998 and 1997.
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 upon. 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 nine month period ended September 30, 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.
NOTE E - CASUALTY
In the second quarter of 1998 there was a fire at The Enclaves which damaged
five units. Damages were submitted to the insurance provider and reconstruction
of the units, which began in the third quarter, has not yet been completed. For
the nine months ended September 30, 1998, approximately $67,000 of insurance
proceeds have been received. However, a final estimate for replacement costs
and anticipated insurance proceeds had not been made by the insurer. The
Partnership anticipates that the proceeds will approximate replacement cost, net
of any deductible.
NOTE F - TRANSFER OF CONTROL - SUBSEQUENT EVENT
On October 1, 1998, Insignia Financial Group, Inc. completed its merger with and
into Apartment Investment and Management Company ("AIMCO"), a publicly traded
real estate investment trust, with AIMCO being the surviving corporation (the
"Insignia Merger"). As a result of the Insignia Merger, AIMCO acquired control
of the Managing General Partner. In addition, AIMCO also acquired
approximately 51% of the outstanding common shares of beneficial interest of
Insignia Properties Trust ("IPT"), the sole shareholder of the Managing General
Partner. Also, effective October 1, 1998, IPT and AIMCO entered into an
Agreement and plan of Merger pursuant to which IPT is to be merged with and into
AIMCO or a subsidiary of AIMCO (the "IPT Merger"). The IPT Merger requires the
approval of the holders of a majority of the outstanding IPT Shares. AIMCO has
agreed to vote all of the IPT Shares owned by it in favor of the IPT Merger and
has granted an irrevocable limited proxy to unaffiliated representatives of IPT
to vote the IPT Shares acquired by AIMCO and its subsidiaries in favor of the
IPT Merger. As a result of AIMCO's ownership and its agreement, the vote of no
other holder of IPT is required to approve the merger. The Managing General
Partner does not believe that this transaction will have a material effect on
the affairs and operations of the Partnership.
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 nine months ended September 30, 1998 and
1997:
Average
Occupancy
Property 1998 1997
Commerce Plaza 100% 100%
Tampa, Florida
Regency Centre 93% 95%
Lexington, Kentucky
Highland Park Commerce 90% 89%
Center - Phase II
Charlotte, North Carolina
Interrich Plaza 99% 64%
Richardson, Texas
Centre Stage Shopping Center 97% 99%
Norcross, Georgia
The Enclaves 94% 92%
Atlanta, Georgia
Medtronics 100% 100%
Irvine, California
CORAL PALM PLAZA JOINT VENTURE:
Coral Palm Plaza 68% 72%
Coral Springs, Florida
MINNEAPOLIS BUSINESS PARKS
JOINT VENTURE:
Alpha Business Center 92% 90%
Bloomington, Minnesota
Plymouth Service Center 100% 100%
Plymouth, Minnesota
Westpoint Business Center 93% 96%
Plymouth, Minnesota
Occupancy at Interrich Plaza is currently at 99% 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.
Results of Operations
The Partnership's net loss for the nine months ended September 30, 1998 was
approximately $2,230,000 compared to net income of approximately $2,468,000 for
the nine months ended September 30, 1997. The Partnership's net loss for the
three months ended September 30, 1998 and 1997 was approximately $827,000 and
$935,000, respectively. This decrease in net income for the comparable nine
month periods is primarily attributable to the extraordinary gain of
approximately $5,337,000 on the foreclosure of Sunnymead Towne Shopping Center
during the nine months ended September 30, 1997 (see "Item 1. Financial
Statements, Note D"). The Partnership's loss before extraordinary gain for the
three and nine month periods ended September 30, 1998 was approximately $827,000
and $2,230,000, respectively, compared to approximately $935,000 and $2,869,000,
respectively, for the comparable period of 1997. The decrease in loss before the
extraordinary gain was partly due to the foreclosure of Sunnymead. In addition,
the decrease in interest expense is primarily attributable to the absence of
interest related to the Sunnymead mortgage. The Partnership realized a net loss
from the operations of Sunnymead of approximately $174,000 in 1997. In
addition, the Partnership realized an increase in rental income from several of
its remaining investment properties due to increases in occupancy as stated
above. Rental income also increased at Commerce Plaza, Regency Center and Coral
Palm Plaza. The increase at Commerce Plaza is due to rental rate increases.
The increase at Regency Center is primarily due to increased percentage rents
and increased average rental rates. The increase at Coral Palm is primarily
attributable to a decrease in the bad debt write offs required. Operating
expenses decreased primarily due to the exterior painting projects and higher
snow removal costs at Coral Palm Plaza, Alpha Business Center, Plymouth Service
Center and Westpoint Business Center in 1997, with no similar projects in 1998,
as well as the absence of Sunnymead operating expenses in 1998. Property tax
expense decreased primarily due to a decrease in the 1997 taxes assessed by the
taxing authority for the Enclaves Apartments property and to the absence of any
Sunnymead tax liability in 1998.
Included in operating expense for the nine months ended September 30, 1998 is
approximately $76,000 of major repairs and maintenance comprised primarily of
landscaping costs. Included in operating expense for the nine months ended
September 30, 1997 is approximately $142,000 of major repairs and maintenance
comprised primarily of exterior painting and landscaping costs.
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 September 30, 1998, the Partnership had cash and cash equivalents of
approximately $10,798,000 compared to approximately $8,723,000 at September 30,
1997. The net increase in cash and cash equivalents for the nine months ended
September 30, 1998 was approximately $1,432,000 compared to a net increase of
approximately $434,000 at September 30, 1997. Net cash provided by operating
activities increased partially due to the decrease in net loss exclusive of
extraordinary gain as discussed above. Also contributing to the increase were
decreases in receivables and deposits and other assets and decreases in cash
payments for accounts payable due to the timing of receipts and payments.
Partially offsetting these items was a decrease in accrued interest on notes
payable due to timing of interest payments to the Promissory Noteholders. Net
cash used in investing activities increased due to increased property
improvements and replacements in 1998 and a lack of insurance proceeds received,
as in 1997 for the casualty at The Enclaves. Net cash used in financing
activities was consistent for both periods.
The Partnership's Enclaves property is secured by mortgage indebtedness of
approximately $6,856,000; which requires interest only payments with a balloon
payment due in 2001. In addition, in order to finance the purchase of its
properties, the Partnership sold Nonrecourse Pension Investor Notes with an
aggregate original principal amount of $41,939,000 (the "Notes"). Pursuant to
the terms of the Notes, the Partnership was required to pay interest at a rate
of 5% per annum on the Notes, and accrue the additional 5% (1986 Notes) and 7%
(1985 Notes) per annum due on the Notes. The Notes are secured by all of the
Partnership's properties. The Notes, which have a balance of principal and
accrued interest of approximately $78,590,000 mature on February 15, 1999. The
Managing General Partner believes that the Partnership's real properties may not
have sufficient value to enable the Partnership to refinance the maturing debt
or sell the properties for an amount equal to or in excess of the maturing
Notes. The Managing General Partner has met with the indenture trustee with
respect to the pending maturity. Any modification to the existing loan would
require the consent of the holders of the Notes. If the Partnership is unable
to refinance the existing indebtedness, obtain a loan extension, modify the
Notes or a standstill agreement cannot be negotiated to enable the Partnership
time to liquidate its properties, it is likely that the Partnership's properties
will be lost through foreclosure. If the properties are foreclosed upon, the
Partnership would be dissolved, any available cash would be distributed and
limited partners would lose their investment in the Partnership. It is expected
that the Partnership would recognize a gain for tax purposes if the properties
were foreclosed upon. In light of the pending maturity of the Notes, no
distributions were made to the limited partners for the nine months ended
September 30, 1998 or 1997. Cash distributions of approximately $43,000 were
paid to the General Partner during each of the nine month periods ended
September 30, 1998 and 1997.
Transfer of Control - Subsequent Event
On October 1, 1998, Insignia Financial Group, Inc. completed its merger with and
into Apartment Investment and Management Company ("AIMCO"), a publicly traded
real estate investment trust, with AIMCO being the surviving corporation (the
"Insignia Merger"). As a result of the Insignia Merger, AIMCO acquired control
of the Managing General Partner. In addition, AIMCO also acquired
approximately 51% of the outstanding common shares of beneficial interest of
Insignia Properties Trust ("IPT"), the sole shareholder of the Managing General
Partner. Also, effective October 1, 1998, IPT and AIMCO entered into an
Agreement and plan of Merger pursuant to which IPT is to be merged with and into
AIMCO or a subsidiary of AIMCO (the "IPT Merger"). The IPT Merger requires the
approval of the holders of a majority of the outstanding IPT Shares. AIMCO has
agreed to vote all of the IPT Shares owned by it in favor of the IPT Merger and
has granted an irrevocable limited proxy to unaffiliated representatives of IPT
to vote the IPT Shares acquired by AIMCO and its subsidiaries in favor of the
IPT Merger. As a result of AIMCO's ownership and its agreement, the vote of no
other holder of IPT is required to approve the merger. The Managing General
Partner does not believe that this transaction will have a material effect on
the affairs and operations of the Partnership.
Year 2000
General Description of the Year 2000 Issue and the Nature and Effects of the
Year 2000 on Information Technology (IT) and Non-IT Systems
The Year 2000 Issue is the result of computer programs being written using two
digits rather than four to define the applicable year. The Partnership is
dependent upon the Managing General Partner and its affiliates for management
and administrative services ("Managing Agent"). Any computer programs or
hardware that have date-sensitive software or embedded chips may recognize a
date using "00" as the year 1900 rather than the year 2000. This could result
in a system failure or miscalculations causing disruptions of operations,
including, among other things, a temporary inability to process transactions,
send invoices, or engage in similar normal business activities.
The Managing Agent has determined that it will be required to modify or replace
significant portions of its software and certain hardware so that those systems
will properly utilize dates beyond December 31, 1999. The Managing Agent
presently believes that with modifications or replacements of existing software
and certain hardware, the Year 2000 Issue can be mitigated. However, if such
modifications and replacements are not made, or are not completed timely, the
Year 2000 Issue could have a material impact on the operations of the Managing
Agent and the Partnership.
Status of Progress in Becoming Year 2000 Compliant
The Managing Agent's plan to resolve the Year 2000 Issue involves the following
four phases: assessment, remediation, testing and implementation. To date, the
Managing Agent has fully completed its assessment of all information systems
that could be significantly affected by the Year 2000, and has begun the
remediation, testing and implementation phase on both hardware and software
systems. Assessments are continuing in regards to embedded systems in operating
equipment. The Managing Agent anticipates having all phases complete by June 1,
1999.
In addition to the areas the Partnership is relying on the Managing Agent to
verify compliance with, the Partnership has certain operating equipment,
primarily at the property sites, which needed to be evaluated for Year 2000
compliance. The focus of the Managing General Partner was to the security
systems, elevators, heating-ventilation-air-conditioning systems, telephone
systems and switches, and sprinkler systems. The Managing General Partner is
currently engaged in the identification of all non-compliant operational
systems, and is in the process of estimating the costs associated with any
potential modifications or replacements needed to such systems in order for them
to be Year 2000 compliant. It is not expected that such costs would have a
material adverse affect upon the operations of the Partnership.
Risk Associated with the Year 2000
The Managing General Partner believes that the Managing Agent has an effective
program in place to resolve the Year 2000 issue in a timely manner and has
appropriate contingency plans in place for critical applications that could
affect the Partnership's operations. To date, the Managing General Partner is
not aware of any external agent with a Year 2000 issue that would materially
impact the Partnership's results of operations, liquidity or capital resources.
However, the Managing General Partner has no means of ensuring that external
agents will be Year 2000 compliant. The Managing General Partner does not
believe that the inability of external agents to complete their Year 2000
resolution process in a timely manner will have a material impact on the
financial position or results of operations of the Partnership. However, the
effect of non-compliance by external agents is not readily determinable.
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 NUANCES, ET AL. V. INSIGNIA
FINANCIAL GROUP, INC., ET AL. in the Superior Court of the State of California
for the County of San Mateo. The Plaintiffs named as defendants, among others,
the Partnership, the Managing General Partner and several of their affiliated
partnerships and corporate entities. The complaint purports to assert claims on
behalf of a class of limited partners and derivatively on behalf of a number of
limited partnerships (including the Partnership) which are named as nominal
defendants, challenging the acquisition by Insignia and entities which were, at
the time, affiliates of Insignia ("Insignia Affiliate") 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. On June 25, 1998, the Managing General
Partner filed a motion seeking dismissal of the action. In lieu of responding to
the motion, the plaintiffs have filed an amended complaint. The Managing
General Partner has filed demurrers to the amended complaint which are scheduled
to be heard on January 8, 1999. The Managing General Partner believes the
action to be without merit, and intends to vigorously defend it.
On July 30, 1998 certain entities claiming to own limited partnership interests
in certain limited partnerships whose general partners were, at the time,
affiliates of Insignia filed a complaint in the Superior Court of the State of
California, County of Los Angeles. The action, entitled EVEREST PROPERTIES LLC
V. INSIGNIA FINANCIAL GROUP, INC., involves 44 real estate limited partnerships
(including the Partnership) in which the plaintiffs allegedly own interests and
which Insignia Affiliates allegedly manage or control (the "Subject
Partnerships"). The complaint names as defendants Insignia, several Insignia
Affiliates alleged to be managing partners of the Subject Partnerships, the
Partnership and the Managing General Partner. Plaintiffs allege that they have
requested from, but have been denied by each of the Subject Partnerships, lists
of their respective limited partners for the purpose of making tender offers to
purchase up to 4.9% of the limited partner units of each of the Subject
Partnerships. The complaint also alleges that certain of the defendants made
tender offers to purchase limited partner units in many of the Subject
Partnerships, with the alleged result that plaintiffs have been deprived of the
benefits they would have realized from ownership of the additional units. The
plaintiffs assert eleven causes of action, including breach of contract, unfair
business practices, and violations of the partnership statutes of the states in
which the Subject Partnerships are organized. Plaintiffs seek compensatory,
punitive and treble damages. The Managing General Partner filed an answer to
the complaint on September 15, 1998. The Managing General Partner believes the
claims to be without merit and intends to defend the action vigorously.
The Partnership 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 September
30, 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/Patrick Foye
Patrick Foye
Executive Vice President
By: /s/Timothy R. Garrick
Timothy R. Garrick
Vice President - Accounting
(Duly Authorized Officer)
Date: November 16, 1998
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from Century
Pension Fund XXIII 1998 Third Quarter 10-Q filing.
</LEGEND>
<CIK> 0000764543
<NAME> CENTURY PENSION INCOME FUND XXIII
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> SEP-30-1998
<CASH> 10,798
<SECURITIES> 0
<RECEIVABLES> 1,546
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0<F1>
<PP&E> 79,050
<DEPRECIATION> (24,187)
<TOTAL-ASSETS> 69,842
<CURRENT-LIABILITIES> 0<F1>
<BONDS> 78,590
0
0
<COMMON> 0
<OTHER-SE> (24,120)
<TOTAL-LIABILITY-AND-EQUITY> 69,842
<SALES> 0
<TOTAL-REVENUES> 8,842
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 10,638
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 4,267
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (2,230)
<EPS-PRIMARY> (22.81)<F2>
<EPS-DILUTED> 0
<FN>
<F1>Registrant has an unclassified balance sheet.
<F2>Multiplier is 1.
</FN>
</TABLE>
