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, 1997
[ ] 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)
(864) 239-1000
Registrant's telephone number, including area code
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 managing general
partner of FRI is NPI Equity Investments II, Inc. ("NPI Equity II").
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
seven investment properties. These properties include one residential apartment
complex, two shopping centers, three business parks, and one 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. See
"Item 8. Financial Statements and Supplementary Data - Note C" for additional
information.
The real estate 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 II pursuant to which NPI Equity II
was granted the right to vote 100% of the outstanding stock of the Managing
General Partner. In addition, NPI Equity II became the managing partner of FRI.
As a result, NPI Equity II indirectly became responsible for the operation and
management of the business and affairs of the Registrant and the other
investment partnerships originally sponsored by the Managing General Partner
and/or FRI. The individuals who had served previously as partners of FRI and as
officers and directors of the Managing General Partner contributed their general
partnership interests in FRI to a newly formed limited partnership, Portfolio
Realty Associates, L.P. ("PRA"), in exchange for limited partnership interests
in PRA. The shareholders of the Managing General Partner and the prior partners
of FRI, in their capacity as limited partners of PRA, continue to hold,
indirectly, certain economic interests in the Registrant and such other
investment limited partnerships, but have ceased to be responsible for the
operation and management of the Registrant and such other partnerships.
On January 19, 1996, IFGP Corporation, an affiliate of Insignia, acquired all of
the issued and outstanding shares of capital stock of National Property
Investors, Inc. ("NPI"). At the time, NPI was the sole shareholder of NPI
Equity II. In addition, on June 1996, an affiliate of Insignia purchased all
of the issued and outstanding shares of capital stock of the Managing General
Partner. As a result of the foregoing transactions, IFGP Corporation caused new
officers and directors of NPI Equity II and the Managing General Partner to be
elected. See "Item 10, Directors and Executive Officers of the Registrant."
On March 17, 1998, Insignia entered into an agreement to merge its national
residential property management operations, and its controlling interest in
Insignia Properties Trust, 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 General
Partner of the Partnership.
ITEM 2. DESCRIPTION OF PROPERTIES
The following table sets forth the Partnership's investments in properties:
<TABLE>
<CAPTION>
Date of
Property Purchase Type of Ownership (4) Use
<S> <C> <C> <C>
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 66,000 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
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.
<FN>
(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.
</FN>
</TABLE>
The Partnership also holds a mortgage loan on real property. See "Item 8.
Financial Statements and Supplementary Data - Note D" for information regarding
this loan.
Schedule of Properties:
(in thousands)
<TABLE>
<CAPTION>
Gross
Carrying Accumulated Federal
Property Value Depreciation Rate Method Tax Basis
<S> <C> <C> <C> <C> <C>
Commerce Plaza $ 6,532 $ 1,864 5-39 SL $ 3,759
Regency Centre 14,328 4,366 5-39 SL 7,943
Highland Park II 5,865 2,055 5-39 SL 3,194
Interrich Plaza 2,922 705 5-39 SL 2,299
Centre Stage 8,337 1,953 5-39 SL 6,619
The Enclaves 10,629 1,974 5-39 SL 8,642
Medtronics 1,767 114 5-39 SL 1,648
CORAL PALM JOINT VENTURE:
Coral Palm Plaza 7,512 3,550 5-39 SL 13,420
MINNEAPOLIS BUSINESS PARKS
JOINT VENTURE:
Alpha Business Center 10,540 2,730 5-39 SL 8,887
Plymouth Service Center 2,741 793 5-39 SL 2,309
Westpoint Business Center 7,426 2,254 5-39 SL 5,840
Total $ 78,599 $ 22,358 $ 64,560
<FN>
See "Item 8. Financial Statements and Supplementary Data - Note B" for a further
description of the Partnership's depreciation policy.
</FN>
</TABLE>
All of the Partnership's properties are pledged as collateral for the Non-
Recourse Promissory Notes. See "Item 8. Financial Statements and Supplementary
Data - Note H" for information about the payments of the Non-Recourse Promissory
Notes. In addition, The Enclaves is pledged as collateral for additional
financing. The Enclaves note, with a principal balance of approximately
$6,856,000 at December 31, 1997, bears interest at 12.0625 percent and 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 note payable is non-recourse and is secured by pledge of the
property and by a pledge of revenues from the rental property. The Enclaves
note includes prepayment penalties if repaid prior to maturity.
SCHEDULE OF RENTAL RATES AND OCCUPANCY:
<TABLE>
<CAPTION>
Average Annual Average
Rental Rates Occupancy
Property 1997 1996 1997 1996
<S> <C> <C> <C> <C>
Commerce Plaza $ 8.16/sq. ft. $ 7.94/sq. ft. 100% 97%
Regency Centre 10.14/sq. ft. 9.46/sq. ft. 95% 96%
Highland Park II 8.42/sq. ft. 8.49/sq. ft. 91% 93%
Interrich Plaza 4.96/sq. ft. 5.36/sq. ft. 73% 64%
Centre Stage 9.05/sq. ft. 8.85/sq. ft. 99% 99%
Medtronics 8.16/sq. ft. 8.16/sq. ft. 100% 100%
The Enclaves 9,208/unit 9,003/unit 92% 95%
CORAL PALM PLAZA JOINT VENTURE:
Coral Palm Plaza $ 8.58/sq. ft. $ 7.25/sq. ft. 71% 74%
MINNEAPOLIS BUSINESS PARKS
JOINT VENTURE:
Alpha Business Center $ 8.09/sq. ft. $ 7.45/sq. ft. 90% 94%
Plymouth Service Center 6.21/sq. ft. 6.10/sq. ft. 99% 99%
Westpoint Business Center 6.19/sq. ft. 6.13/sq. ft. 95% 97%
</TABLE>
The Managing General Partner attributes the increase in occupancy at Commerce
Plaza to the leasing of the remaining available space to a new tenant during the
second quarter of 1996. Occupancy at Highland Park II decreased as a result of
two tenants vacating the property in 1996. The increase in occupancy at
Interrich Plaza is attributable to the property being fully occupied during the
fourth quarter of 1997. Occupancy at The Enclaves has decreased as a result of
upgrades and concessions offered at competing apartment complexes. The Enclaves
also lost four units as a result of a fire during May 1997. Occupancy at Coral
Palm Plaza decreased as a result of two tenants vacating the property during the
fourth quarter of 1997. Occupancy at Alpha Business Center decreased as a
result of two tenants vacating the property in 1997 and to lease turnover in
1997.
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.
SCHEDULE OF LEASE EXPIRATIONS FOR 1998-2007:
% of Gross
Number of Square Annual Annual
Expirations Feet Rent Rent
Commerce Plaza
1998 1 9,523 $111,419 16.4%
1999 1 6,889 60,279 8.8%
2000 2 65,833 509,837 74.8%
2001-2007 0 -- -- --
Regency Centre
1998 5 8,241 $109,940 8.9%
1999 5 11,561 161,194 13.1%
2000 7 13,773 176,698 14.3%
2001 4 9,600 126,560 10.2%
2002 7 14,414 175,572 14.2%
2003 3 30,461 246,397 19.9%
2004 1 32,154 239,226 19.4%
2005-2007 0 -- -- --
Highland Park II
1998 9 22,701 183,171 35.5%
1999 3 15,277 130,951 25.4%
2000 5 6,918 58,872 11.4%
2001 1 3,274 28,942 5.6%
2002 2 7,231 79,839 15.5%
2003-2007 0 -- -- --
Interrich Plaza
1998 2 6,530 37,583 13.0%
1999 1 4,730 27,198 9.4%
2000 1 3,500 19,250 6.7%
2001-2002 0 -- -- --
2003 1 36,209 193,356 67.0%
2004-2007 0 -- -- --
Centre Stage
1998 4 9,678 104,252 11.6%
1999 1 2,000 27,000 3.0%
2000 5 7,823 100,848 11.2%
2001 0 -- -- --
2002 5 10,616 137,297 15.2%
2003-2005 0 -- -- --
2006 2 5,450 69,908 7.8%
2007 0 -- -- --
Medtronics
1998 - 1999 0 -- -- --
2000 1 35,000 285,600 100.0%
2001-2007 0 -- -- --
CORAL PALM PLAZA JOINT VENTURE:
Coral Palm Plaza
1998 2 2,760 27,351 3.2%
1999 1 3,600 34,128 3.9%
2000 8 10,350 120,034 13.9%
2001 4 7,050 89,039 10.3%
2002 4 7,350 80,092 9.2%
2003 2 12,212 97,585 11.3%
2004 1 9,064 86,652 10.0%
2005 1 20,000 150,000 17.3%
2006 0 -- -- --
2007 2 17,600 182,000 21.0%
MINNEAPOLIS BUSINESS PARKS JOINT VENTURE:
Alpha Business Center
1998 4 12,305 $100,488 7.7%
1999 11 39,457 300,020 22.9%
2000 12 37,118 319,136 24.4%
2001 6 52,378 415,930 31.8%
2002 5 15,392 161,512 12.4%
2003-2007 0 -- -- --
Plymouth Service Center
1998 2 9,976 72,233 15.4%
1999 1 14,332 104,480 22.4%
2000 0 -- -- --
2001 1 13,966 83,700 17.9%
2002 0 -- -- --
2003 1 35,768 207,067 44.3%
2004-2007 0 -- -- --
Westpoint Business Center
1998 7 24,586 185,162 20.1%
1999 9 61,388 386,883 42.0%
2000 6 14,118 103,617 11.3%
2001 1 11,048 88,274 9.6%
2002-2003 0 -- -- --
2004 1 24,890 88,344 9.6%
2005-2007 0 -- -- --
The following schedule reflects information on tenants occupying 10% or more of
the leasable square feet for each property at December 31, 1997:
Annual
Square Expiration Rent Per
Footage of Lease Square Foot
Commerce Plaza
Government Office 9,523 9/30/98 $11.70
Bank 64,186 1/31/00 7.68
Regency Center
Craft Store 18,121 2/28/03 7.84
Fashion Discount 32,154 11/30/04 7.44
Highland Park II
Bank 13,154 3/31/99 8.75
Marketing 6,788 4/30/98 6.50
Interrich Plaza
Electronic Manufacturer 36,209 12/31/03 5.34
Centre Stage
Grocer 58,890 3/31/11 7.64
Medtronics
Medical Products 35,000 6/30/00 8.16
CORAL PALM PLAZA JOINT VENTURE:
Coral Palm Plaza
Craft Store 20,000 2/28/05 $7.50
MINNEAPOLIS BUSINESS PARKS JOINT VENTURE
Alpha Business Center
HVAC Supplies 22,020 9/30/01 $6.56
Plymouth Service Center
Sales - Tool Parts 14,332 5/31/99 7.29
Eye Doctor 13,966 9/30/01 5.99
Building Supplies 35,768 12/31/03 5.79
Westpoint Business Center
Parts Manufacturer 18,637 8/31/99 3.66
Parts Manufacturer 24,890 1/31/04 3.55
Tile 18,775 7/31/99 7.88
REAL ESTATE TAXES AND RATES:
1997 1997
Property Billing Rate
(in thousands)
Commerce Plaza $ 88 2.58%
Regency Centre 84 .97%
Highland Park II 45 1.26%
Interrich Plaza 33 2.49%
Centre Stage 94 1.38%
The Enclaves 164 3.95%
Medtronics 28 1.20%
CORAL PALM PLAZA
JOINT VENTURE:
Coral Palm Plaza 192 2.66%
MINNEAPOLIS BUSINESS PARKS
JOINT VENTURE:
Alpha Business Center 297 5.64%
Plymouth Service Center 130 5.81%
Westpoint Business Center 319 5.82%
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 routine 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 unit 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 December
31, 1997, the number of holders of Individual Investor Units was 3,040. There
is no intention to sell additional Individual Investor Units nor is there an
established market for these Units.
In accordance with the Partnership Agreement, distributions are to be made to
the General Partner equal to 2% of the cash distributed to holders of the
Promissory Notes. As such, cash distributions of $43,000 were made to the
General Partner during each of the years ended December 31, 1997, 1996 and 1995.
Additionally, a cash distribution of $21,000 was made to the General Partner
during February 1998. 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 1997, 1996, or 1995.
ITEM 6. SELECTED FINANCIAL DATA
The following represents selected financial data for the Partnership, for the
years ended December 31, 1997, 1996, 1995, 1994, and 1993. 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 Years Ended December 31,
1997 1996 1995 1994 1993
(in thousands except per unit data)
<S> <C> <C> <C> <C> <C>
Total revenues $ 11,112 $ 12,282 $ 12,717 $ 11,473 $ 10,730
Loss before minority interest
in joint ventures' operations $ (5,536) $ (3,258) $ (6,651) $ (9,762) $ (4,466)
Minority interest in joint
ventures' operations 415 (423) (507) 1,245 (107)
Extraordinary gain on foreclosure 5,337 -- -- -- --
Net income (loss) $ 216 $ (3,681) $ (7,158) $ (8,517) $ (4,573)
Net loss per individual investor
unit (1) $ (7.82) $ (37.66) $ (73.23) $ (87.14) $ (46.79)
Total assets $ 69,727 $ 78,893 $ 78,154 $ 83,300 $ 89,645
Long-term obligations:
Nonrecourse promissory notes:
Principal $ 41,939 $ 41,939 $ 41,939 $ 41,939 $ 41,939
Deferred interest payable 34,576 31,810 29,044 26,278 23,512
Notes payable 6,856 16,956 16,956 16,947 16,902
Total $ 83,371 $ 90,705 $ 87,939 $ 85,164 $ 82,353
Cash distributions per
individual investor unit $ -- $ -- $ -- $ -- $ --
<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.
</FN>
</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
1997 Compared to 1996
The Partnership's net income for the year ended December 31, 1997 was
approximately $216,000 compared to a net loss of approximately $3,681,000 for
the year ended December 31, 1996. The increase in net income for the year ended
December 31, 1997 was attributable to the gain on foreclosure of Sunnymead Towne
Shopping Center ("Sunnymead") during the first quarter of 1997. The Partnership
recognized an extraordinary gain on foreclosure of approximately $5,337,000 (see
Note M - Foreclosure of Sunnymead Towne Shopping Center). The Partnership's
loss before the extraordinary gain for the year ended December 31, 1997 was
approximately $5,121,000 compared to approximately $3,681,000 for the
corresponding period of 1996. The increase in net loss before extraordinary
gain was primarily attributable to the provision for the impairment of value of
$2,067,000 at Coral Palm Plaza (see "Item 8. Financial Statements - Note F -
Provision for Impairment of Value"). The increase in net loss was also
attributable to a decrease in rental income. This decrease in rental income was
a result of the foreclosure on Sunnymead as discussed above. The increase in
net loss was partially offset by decreases in both interest on notes payable and
depreciation expense which are also the result of the foreclosure of Sunnymead.
The increase in minority interest in joint ventures' operations is attributable
to the provision for impairment value on Coral Palm Plaza as discussed above.
Included in operating expenses for the year ended December 31, 1997 is
approximately $245,000 of major repairs and maintenance comprised primarily of
exterior painting, major landscaping, and exterior building repairs.
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 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 C", the Partnership reimburses the Managing
General Partner and its affiliates for its costs involved in the management and
administration of all partnership activities. 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.
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, 1997, the Partnership had cash and cash equivalents of
approximately $9,366,000 compared to approximately $8,289,000 at December 31,
1996. The net increase in cash and cash equivalents for the years ended
December 31, 1997 and 1996 was $1,077,000 and $1,854,000, respectively. Net
cash provided by operating activities decreased primarily as a result of
increases in deferred income, and increased cash payments for interest, accrued
expenses and other liabilities due to the timing of payments to creditors. Net
cash used in investing activities decreased due to decreased property
improvements and replacements in 1997 and the receipt of insurance proceeds
relating to a fire at The Enclaves during 1997. Net cash used in financing
activities increased due to a contribution from the minority interest partner in
the joint venture in 1996.
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 requires interest only payments with a
balloon payment due in 2001. Also, the Partnership's Non-Recourse Promissory
Notes of $76,515,000, including deferred interest of $34,576,000, 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 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. 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 1997, 1996, or 1995.
Cash distributions of $43,000 were made to the General Partner during 1997,
1996, and 1995. A cash distribution of $21,000 was made to the General Partner
during February 1998.
Foreclosure of Sunnymead Towne Shopping Center
On March 27, 1997, the Sunnymead Towne Shopping Center ("Sunnymead") located in
Moreno Valley, California, was foreclosed on. Sunnymead 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, as the value of Sunnymead was estimated at
less than the 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. In the Managing General Partner's opinion,
it was not in the Partnership's best interest to contest the foreclosure action.
As a result of the foreclosure, the Partnership recorded a gain on foreclosure
of approximately $5,337,000. 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.
Provision for Impairment of Value
In 1997, two significant tenants that had occupied 36,000 square feet (27% of
leasable space) at Coral Palm Plaza moved out. The Partnership determined that,
based on economic conditions at the time as well as projected future operational
cash flows, a decline in value had occurred which was other than temporary.
Accordingly, the property's carrying value was reduced to an amount equal to its
estimated fair value and an impairment write down of $2,067,000 was recorded at
December 31, 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 annual 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 any 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 annual report. The Partnership expressly disclaims any obligation or
undertaking to release publicly any updates of 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.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
CENTURY PENSION INCOME FUND XXIII
LIST OF FINANCIAL STATEMENTS
Independent Auditors' Report
Consolidated Balance Sheets - December 31, 1997 and 1996
Consolidated Statements of Operations - Years ended December 31, 1997, 1996, and
1995
Consolidated Statements of Changes in Partners' Deficit - Years ended December
31, 1997, 1996, and 1995
Consolidated Statements of Cash Flows - Years ended December 31, 1997, 1996, and
1995
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 as of December 31, 1997 and 1996, 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, 1997. These consolidated
financial statements are the responsibility of the Partnership's management.
Our responsibility is to express an opinion on these consolidated financial
statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audits to obtain
reasonable assurance about whether the consolidated financial statements are
free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the consolidated financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
consolidated financial statement presentation. We believe that our audits
provide a reasonable basis for our opinion.
The accompanying financial statements have been prepared assuming that the
Partnership will continue as a going concern. As discussed in Note A to the
financial statements, the Partnership's Non-Recourse Promissory Notes, totaling
approximately $79,627,000 in principal and interest, mature on February 15,
1999. This matter raises substantial doubt about the Partnership's ability to
continue as a going concern. Management's plans in regard to this matter are
also described in Note A. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.
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 as of December 31, 1997 and 1996, and the consolidated results of their
operations and their cash flows for each of the three years in the period ended
December 31, 1997 in conformity with generally accepted accounting principles.
/s/Imowitz Koenig & Co., LLP
Certified Public Accountants
New York, N.Y.
February 16, 1998
CENTURY PENSION INCOME FUND XXIII
CONSOLIDATED BALANCE SHEETS
(in thousands, except unit data)
December 31, December 31,
1997 1996
Assets
Cash and cash equivalents $ 9,366 $ 8,289
Restricted cash -- 80
Receivables and deposits 1,118 1,647
Other assets 332 149
Mortgage loan receivable 1,137 1,137
Deferred charges 1,533 1,858
Investment properties:
Land 15,970 18,165
Buildings and related personal
property 62,629 69,172
78,599 87,337
Less accumulated depreciation (22,358) (21,604)
56,241 65,733
$ 69,727 $ 78,893
Liabilities and Partners' Deficit
Liabilities
Deferred income, accrued expenses
and other liabilities $ 933 $ 1,189
Accrued interest-promissory notes 1,048 1,048
Deferred interest-notes payable 165 1,499
Notes payable, $10,100 in default
at December 31, 1996, (Note I) 6,856 16,956
Non-recourse promissory notes:
Principal 41,939 41,939
Deferred interest payable 34,576 31,810
Minority interest in consolidated
joint ventures 7,429 7,844
Partners' Deficit
General partner's (1,284) (2,206)
Limited partners' (95,789 units issued and
outstanding at December 31, 1997 and 1996) (21,935) (21,186)
(23,219) (23,392)
$ 69,727 $ 78,893
See Accompanying Notes to Consolidated Financial Statements
CENTURY PENSION INCOME FUND XXIII
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except unit data)
<TABLE>
<CAPTION>
Years Ended December 31,
1997 1996 1995
<S> <C> <C> <C>
Revenues:
Rental income $ 10,458 $ 11,576 $ 11,524
Interest income on mortgage loans 81 81 81
Other income 573 625 1,112
Total revenues 11,112 12,282 12,717
Expenses
Operating 3,317 3,463 3,678
General and administrative 1,006 1,035 780
Depreciation 2,378 2,510 2,565
Interest on notes payable 1,053 1,744 1,729
Interest to promissory note holders 4,863 4,863 4,863
Amortization 420 420 419
Property taxes 1,544 1,505 1,456
Provision for impairment of value 2,067 -- 2,900
Loss on satisfaction of mortgage
loan receivable -- -- 978
Total expenses 16,648 15,540 19,368
Loss before minority interest in joint ventures'
operations and extraordinary gain on foreclosure (5,536) (3,258) (6,651)
Minority interest in joint
ventures' operations 415 (423) (507)
Loss before extraordinary gain (5,121) (3,681) (7,158)
Extraordinary gain on foreclosure 5,337 -- --
Net income (loss) $ 216 $ (3,681) $ (7,158)
Net income (loss) allocated to general
partner $ 965 $ (74) $ (143)
Net loss allocated to limited
partners (749) (3,607) (7,015)
$ 216 $ (3,681) $ (7,158)
Net loss per limited
partnership unit $ (7.82) $ (37.66) $ (73.23)
<FN>
See Accompanying Notes to Consolidated Financial Statements
</FN>
</TABLE>
CENTURY PENSION INCOME FUND XXIII
CONSOLIDATED STATEMENTS OF CHANGES IN PARTNERS' DEFICIT
(in thousands, except unit data)
<TABLE>
<CAPTION>
Limited
Partnership General Limited
Units Partner's Partners' Total
<S> <C> <C> <C> <C>
Original capital contributions 95,789 $ 958 $ 47,894 $ 48,852
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)
Distributions to general
partner -- (43) -- (43)
Net income (loss) for the year
ended December 31, 1997 -- 965 (749) 216
Partners' deficit at
December 31, 1997 95,789 $ (1,284) $ (21,935) $ (23,219)
<FN>
See Accompanying Notes to Consolidated Financial Statements
</FN>
</TABLE>
CENTURY PENSION INCOME FUND XXIII
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
<TABLE>
<CAPTION>
Years Ended December 31,
1997 1996 1995
<S> <C> <C> <C>
Cash flows from operating activities:
Net income (loss) $ 216 $ (3,681) $ (7,158)
Adjustments to reconcile net income (loss) to
net cash provided by operating activities:
Depreciation 2,378 2,510 2,565
Amortization of deferred charges 683 672 673
Provision for impairment of value 2,067 -- 2,900
Provision for doubtful receivables 354 272 27
Loss on satisfaction of mortgage loan
receivable -- -- 978
Minority interest in joint ventures'
operations (415) 423 507
Deferred interest added to note payable
principal -- -- 9
Deferred interest on non-recourse
promissory notes 2,766 2,766 2,766
Extraordinary gain on foreclosure (5,337) -- --
Casualty loss 75 -- --
Changes in accounts:
Receivables and deposits (521) (1,141) --
Other assets (182) (12) 207
Deferred charges (385) (361) --
Deferred income, interest, accrued
expenses and other liabilities 50 1,236 (422)
Net cash provided by operating
activities 1,749 2,684 3,052
Cash flows from investing activities:
Restricted cash 13 -- --
Cost of real estate acquired through
foreclosure -- -- (1,114)
Property replacements and improvements (742) (825) (864)
Insurance proceeds 100 -- --
Proceeds from satisfaction of mortgage
loan receivable -- -- 1,007
Net cash used in investing activities (629) (825) (971)
Cash flows from financing activities:
Joint venture partner contributions -- 38 --
Joint venture partner distributions -- -- (805)
Cash distributions to the general partner (43) (43) (43)
Net cash used in financing activities (43) (5) (848)
Increase in cash and cash equivalents 1,077 1,854 1,233
Cash and cash equivalents at beginning of year 8,289 6,435 5,202
Cash and cash equivalents at end of year $ 9,366 $ 8,289 $ 6,435
Supplemental disclosure of cash flow
information:
Cash paid for interest - notes payable $ 795 $ 893 $ 1,644
Cash paid for interest - non-recourse
promissory notes $ 2,097 $ 2,097 $ 2,097
Supplemental disclosure of non-cash
investing and financing activities:
Mortgage loan receivable reclassified to
real estate $ -- $ -- $ 612
<FN>
SUPPLEMENTAL DISCLOSURES OF NON-CASH ACTIVITIES
Foreclosure:
During the year ended December 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):
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
Casualty Loss:
The Partnership recorded a net casualty loss during the year ended December 31,
1997, resulting from a fire at The Enclaves which destroyed six apartment units.
The damage resulted in a net loss of approximately $75,000. The following
balance sheet accounts were adjusted by the non-cash amounts noted below (in
thousands):
1997
Receivables and other assets $ 12
See Accompanying Notes to Consolidated Financial Statements
</FN>
</TABLE>
CENTURY PENSION INCOME FUND XXIII
Notes to Consolidated Financial Statements - Continued
CENTURY PENSION INCOME FUND XXIII
Notes to Consolidated Financial Statements
December 31, 1997
NOTE A - GOING CONCERN
The accompanying 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 Note H, 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 - 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, three business parks located in
Florida, North Carolina and Texas, one industrial building located in
California, and two shopping centers located in Kentucky and Georgia. The
Partnership also holds a sixty-eight percent joint venture interest in three
business parks located in Minnesota and a sixty-six 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. 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
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, 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: The Partnership believes that the carrying
amount of its financial instruments (except for long term debt) approximates
their fair value due to the short term nature of these instruments. The
estimated fair value of 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 fair value of the
note payable and deferred interest encumbering The Enclaves, after discounting
the scheduled loan payments at an estimated borrowing rate currently available
to the Partnership, approximates the carrying balance.
Cash and Cash Equivalents: Cash and cash equivalents include cash on hand and
in banks, money market funds and certificates of deposit with original
maturities of less than 90 days at the time of purchase. At certain times, the
amount of cash deposited at a bank may exceed the limit on insured deposits.
Security Deposits: The Partnership requires security deposits from lessees for
the duration of the lease and such deposits are included in receivables and
deposits. The security deposits are refunded when the tenant vacates, provided
the tenant has not damaged its space and is current on its rental payments.
Investment Properties: Investment properties are stated at cost. Acquisition
fees are capitalized as a cost of real estate. The Partnership records
impairment losses on long-lived assets used in operations when events and
circumstances indicate that the assets might be impaired and the undiscounted
cash flows estimated to be generated by those assets are less than the carrying
amounts of those assets.
Investment Properties (continued): In 1997, the Partnership determined that the
Coral Palm Plaza Joint Venture property, with a carrying value of $6,029,000,
was impaired and its value was written down by $2,067,000 to reflect its fair
value at December 31, 1997 of $3,962,000. The fair value was based upon current
economic conditions and projected future operational cash flows (see Note F).
Depreciation: Depreciation is computed by the straight-line method over
estimated useful lives ranging from twenty-seven and one-half to thirty nine
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 recognizes income as earned on these leases. The Partnership leases
certain commercial space to tenants under various lease terms. The leases are
accounted for as operating leases in accordance with Statement of Financial
Accounting Standards ("SFAS") No. 13, "Accounting for Leases."
Some of these commercial leases contain stated rental increases during their
term. For leases with fixed rental increases, rents are recognized on a
straight-line basis over the terms of the lease. This straight-line basis
recognized $51,000 and $215,000 more in rental income than was collected in 1997
and 1996, respectively. This amount will be collected in future years, as cash
collections under the terms of the leases exceed the straight-line basis of
revenue recognition.
The Partnership recognized bad debt expense associated with lease income of
$354,000, $272,000, and $27,000 for the years ended December 31, 1997, 1996, and
1995, 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, 1997 and 1996, deferred charges totaled
$7,369,000 and $7,182,000 and accumulated amortization totaled $5,836,000 and
$5,323,000, respectively.
Advertising: The Partnership expenses the costs of advertising as incurred.
Advertising expense, included in operating expenses, was approximately $49,000,
$39,000 and $66,000 for the years ended December 31, 1997, 1996 and 1995,
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 1996 and
1995 balances to conform to the 1997 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 payments to
affiliates for services and as reimbursement of certain expenses incurred by
affiliates on behalf of the Partnership.
The following transactions with affiliates of Insignia, NPI Equity, and
affiliates of NPI Equity were incurred in 1997, 1996 and 1995:
<TABLE>
<CAPTION>
Years Ended December 31,
1997 1996 1995
(in thousands)
<S> <C> <C> <C>
Property management fees (included in
operating expense) $ 147 $ 140 $ 104
Reimbursement for services of affiliates
(included in general and administrative
and operating expenses)(1) 204 184 96
Services relating to successful real estate
tax appeals (included in operating expenses) -- -- 88
Partnership management fee (included in general
and administrative expenses) 111 111 111
$ 462 $ 435 $ 399
<FN>
(1) Included in "Reimbursements for services of affiliates" for 1997 and 1996 is
approximately $7,000 and $1,000, respectively, in reimbursements for
construction oversight costs. There were no such costs in 1995.
</FN>
</TABLE>
Affiliates of the Managing General Partner performed property management
services for The Enclaves during 1995, 1996 and 1997. 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 August 31, 1997, 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 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 income and loss and
taxable income and loss exclusive of gains or losses on property dispositions
recognized in 1997. The extraordinary gain on the Sunnymead foreclosure has
been allocated 20% to the General Partner and 80% to the limited partners per
the terms of the Partnership Agreement. In each of the years ended December
31, 1997, 1996 and 1995, the General Partner received $43,000 of cash
distributions, which were equal to two percent of cash distributions to
Promissory Note holders. 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.
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, was 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
recorded a $978,000 loss on satisfaction of a mortgage loan receivable in 1995.
In 1992, a $1,850,000 provision for uncollectable mortgage and interest
receivable had been recorded.
Interest income on mortgage loans totaled $81,000 for each of the years ended
December 31, 1997, 1996, and 1995.
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 ("CPF 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,
1997 1996
Total assets $ 5,041 $ 7,301
Total liabilities (366) (468)
Total ventures' equity $ 4,675 $ 6,833
Years Ended December 31,
1997 1996
Total revenues $ 739 $ 1,183
Total expenses (Note F) (2,897) (807)
Net income $(2,158) $ 376
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 CPF 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,
1997 1996
Total assets $18,331 $17,412
Total liabilities (167) (176)
Total ventures' equity $18,164 $17,236
Years Ended December 31,
1997 1996
Total revenues $ 3,190 $ 3,136
Total expenses (2,262) (2,202)
Net income $ 928 $ 934
NOTE F - PROVISION FOR IMPAIRMENT OF VALUE
During 1997, two significant tenants that had occupied 36,000 square feet (27%
of leasable space) at Coral Palm Plaza moved out. The Partnership determined
that, based on economic conditions at the time as well as projected future
operational cash flows, a decline in value had occurred which was other than
temporary. Accordingly, the property's carrying value was reduced to an amount
equal to its estimated fair value and an impairment write down of $2,067,000 was
recorded at December 31, 1997.
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.
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. This space had not been re-leased at December 31, 1997.
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, by a security 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 the 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. Refer to "Note A"
for a discussion regarding the Managing General Partner's intentions to meet its
obligation when the Promissory Notes mature.
NOTE I - MORTGAGE NOTE PAYABLE
The Enclaves Apartments ("Enclaves") complex located in Atlanta, Georgia was the
only property pledged as collateral for the note payable at December 31, 1997.
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, 1997, are required as follows (in thousands):
1998 $ 0
1999 0
2000 0
2001 6,856
Total $ 6,856
The mortgage note payable is non-recourse and is secured by pledge of the
Partnership's property and by a pledge of revenues from the property. The
Enclaves note includes prepayment penalties if repaid prior to maturity.
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, 1997, are as follows (in thousands):
1998 $ 7,173
1999 6,014
2000 4,419
2001 3,261
2002 2,527
Thereafter 7,031
Total $30,425
Amortization of deferred leasing commissions totaled $255,000, $252,000, and
$254,000 for 1997, 1996, and 1995, respectively, and are included in operating
expenses.
NOTE K - INCOME TAXES
A reconciliation of the net income (loss) per the financial statements to the
net taxable loss to the partners is as follows (in thousands, except unit data):
<TABLE>
<CAPTION>
1997 1996 1995
<S> <C> <C> <C>
Net income (loss) as reported $ 216 $ (3,681) $ (7,158)
Add (deduct):
Provision for impairment of value 2,067 -- 2,900
Loss on satisfaction of mortgage receivable -- -- 978
Original issue discount (1,256) (936) (641)
Deferred income (136) (453) (425)
Depreciation differences (368) (393) (295)
Long-term capital loss -- -- (7,980)
Bad debt expense 77 236 --
Interest expense capitalized 23 4 52
Minority interest in joint ventures' operations (682) 24 181
Interest accrual (21) (114) (118)
Loss on fire 75 -- --
Gain on disposal of property (5,263) -- --
Federal taxable loss $ (5,268) $ (5,313) $ (12,506)
Federal taxable loss per limited
partnership unit $ (54) $ (54) $ (128)
</TABLE>
The following is a reconciliation between the Partnership's reported amounts and
Federal tax basis of net assets and liabilities (in thousands) at December 31:
<TABLE>
<CAPTION>
1997 1996 1995
<S> <C> <C> <C>
Net liabilities as reported $ (23,219) $ (23,392) $ (19,668)
Differences resulted from:
Sales commissions and organization expenses 6,558 6,558 6,558
Original issue discount 2,845 4,101 5,037
Provision for impairment of value 12,058 9,991 9,991
Deferred income (189) (53) 400
Acquisition costs expensed (21) (21) (21)
Depreciation (3,415) (3,047) (2,654)
Payments credited to rental properties 2,111 2,111 2,111
Minority interest in joint ventures' operations (4,191) (3,509) (3,533)
Capitalized expense 509 486 486
Interest expense capitalized 202 202 198
Bad debt expense 367 290 54
Interest accrual 654 674 788
Other 485 485 485
Disposal of property (5,188) -- --
Net (liabilities) assets-Federal tax basis $ (10,434) $ (5,124) $ 232
</TABLE>
NOTE L - INVESTMENT PROPERTIES AND ACCUMULATED DEPRECIATION (IN THOUSANDS)
<TABLE>
<CAPTION>
Initial Cost to Partnership
Building Net Cost
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 $ 740
Regency Centre -- 3,123 10,398 807
Highland Park - Phase II -- 654 4,849 362
Interrich Plaza -- 587 1,833 502
Centre Stage Shopping -- 1,300 6,588 449
Center
The Enclaves 6,856 1,901 7,603 1,125
Medtronics -- 345 1,381 41
JOINT VENTURES:
Coral Palm Plaza -- 5,009 11,046 (8,543)
Alpha Business Center -- 3,199 6,735 606
Plymouth Service Center -- 475 2,306 (40)
Westpoint Business Center -- 1,166 5,987 273
Total $ 6,856 $ 19,363 $ 62,914 $ (3,678)
<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.
</FN>
</TABLE>
<TABLE>
<CAPTION>
Gross Amount at which carried
at December 31, 1997
Buildings
and Related
Personal Accumulated Date Depreciable
Description Land Property Total Depreciation Acquired Life-Years
<S> <C> <C> <C> <C> <C> <C>
PARTNERSHIP:
Commerce Plaza $ 1,604 $ 4,928 $ 6,532 $ 1,864 3/86 5-39 years
Regency Centre 3,111 11,217 14,328 4,366 5/86 5-39 years
Highland Park - Phase II 619 5,246 5,865 2,055 9/86 5-39 years
Interrich Plaza 587 2,335 2,922 705 4/88 5-39 years
Centre Stage Shopping 1,300 7,037 8,337 1,953 1/90 5-39 years
Center
The Enclaves 1,901 8,728 10,629 1,974 4/91 5-39 years
Medtronics 345 1,422 1,767 114 4/95 5-39 years
JOINT VENTURES:
Coral Palm Plaza 1,980 5,532 7,512 3,550 1/87 5-39 years
Alpha Business Center 3,002 7,538 10,540 2,730 5/87 5-39 years
Plymouth Service Center 419 2,322 2,741 793 5/87 5-39 years
Westpoint Business Center 1,102 6,324 7,426 2,254 5/87 5-39 years
Total $15,970 $62,629 $78,599 $ 22,358
</TABLE>
Reconciliation of "Investment Properties and Accumulated Depreciation":
Years Ended December 31,
1997 1996 1995
Investment Properties
Balance at beginning of year $87,337 $86,512 $88,807
Property improvements 742 825 864
Casualty loss (95) -- --
Property acquired through
deed in lieu of foreclosure
of mortgage loan receivable -- -- 1,726
Provision for impairment of
value (2,067) -- (2,900)
Disposal via foreclosure (7,318) -- --
Satisfaction of mortgage
receivable on property
classified as in-substance
foreclosure property -- -- (1,985)
Balance at end of year $78,599 $87,337 $86,512
Accumulated Depreciation
Balance at beginning of year $21,604 $19,094 $16,529
Additions charged to expense 2,378 2,510 2,565
Disposal via foreclosure (1,604) -- --
Casualty loss (20) -- --
Balance at end of year $22,358 $21,604 $19,094
The aggregate cost of the real estate for Federal income tax purposes at
December 31, 1997 and 1996, is $90,164,000 and $101,522,000, respectively.
Accumulated depreciation for Federal income tax purposes at December 31, 1997
and 1996, is $25,604,000 and $24,650,000, respectively.
NOTE M - FORECLOSURE OF SUNNYMEAD TOWNE SHOPPING CENTER
On March 27, 1997, the Sunnymead Towne Shopping Center ("Sunnymead") located in
Moreno Valley, California, was foreclosed on. Sunnymead 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, as the value of Sunnymead was estimated at
less than the 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. In the Managing General Partner's opinion,
it was not in the Partnership's best interest to contest the foreclosure action.
As a result of the foreclosure, the Partnership recorded a gain on foreclosure
of approximately $5,337,000. 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 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Neither the Registrant nor Fox Partners VI ("Fox"), the General Partner of the
Registrant, has any officers or directors. Fox Capital Management Corporation
("FCMC" or the "Managing General Partner"), the managing general partner of Fox,
manages and controls substantially all of the Registrant's affairs and has
general responsibility and ultimate authority in all matters affecting its
business. The Managing General Partner is a wholly-owned affiliate of Insignia
Financial Group, Inc. ("Insignia").
The names and ages of, as well as the positions held by the executive officers
and directors of FCMC are set forth below. No family relationships exist among
any of the officers or directors of FCMC.
Name Age Position
William H. Jarrard, Jr. 51 President and Director
Ronald Uretta 41 Vice President and Treasurer
Martha L. Long 38 Controller
Robert D. Long, Jr. 30 Vice President
Daniel M. LeBey 32 Vice President and Secretary
Kelley M. Buechler 40 Assistant Secretary
William H. Jarrard, Jr. has been President and Director of FCMC since June 1996.
He has acted as Senior Vice President of Insignia Properties Trust ("IPT"),
parent of the Managing General Partner, since May 1997. Mr. Jarrard previously
acted as Managing Director-Partnership Administration of Insignia from January
1991 through September 1997, and served as Managing Director-Partnership
Administration and Asset Management of Insignia from July 1994 until January
1996.
Ronald Uretta has been Vice President and Treasurer of FCMC since June 1996 and
Insignia's Treasurer since January 1992. Since August 1996, he has also served
as Insignia's Chief Operating Officer. He has also served as Insignia's
Secretary from January 1992 to June 1996 and as Chief Financial Officer from
January 1992 to August 1996.
Martha L. Long has been Controller of FCMC since December 1996 and Senior Vice
President - Finance and Controller of Insignia since January 1997. In June
1994, Ms. Long joined Insignia as its Controller, and was promoted to Senior
Vice President - Finance in January 1997. Prior to that time, she was Senior
Vice President and Controller of the First Savings Bank in Greenville, South
Carolina.
Robert D. Long, Jr. has been Vice President of FCMC since January 2, 1998. Mr.
Long joined Metropolitan Asset Enhancement, L.P. ("MAE"), an affiliate of
Insignia, in September 1993. Since 1994 he has acted as Vice President and
Chief Accounting officer of the MAE subsidiaries. Mr. Long was an accountant
for Insignia until joining MAE in 1993. Prior to joining Insignia, Mr. Long was
an auditor for the State of Tennessee and was associated with the accounting
firm of Harsman Lewis and Associates.
Daniel M. LeBey has been Vice President and Secretary of FCMC since January 29,
1998 and Insignia's Assistant Secretary since April 30, 1997. Since July 1996
he has also served as Insignia's Associate General Counsel. From September 1992
until June 1996, Mr. LeBey was an attorney with the law firm of Alston & Bird
LLP, Atlanta, Georgia.
Kelley M. Buechler has been Assistant Secretary of FCMC 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
14. Certain Relationships and Related Transactions."
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.
On March 17, 1998, Insignia entered into an agreement to merge its national
residential property management operations, and its controlling interest in
Insignia Properties Trust, 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 General
Partner of the Partnership.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
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 1997, 1996 and 1995:
Years Ended December 31,
1997 1996 1995
(in thousands)
Property management fees $ 147 $ 140 $ 104
Reimbursement for services of affiliates 204 184 96
Services relating to successful
real estate tax appeals -- -- 88
Partnership management fee 111 111 111
$ 462 $ 435 $ 399
Affiliates of the Managing General Partner performed property management
services for The Enclaves during 1995, 1996 and 1997. 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 August 31, 1997, 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 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 income and loss and
taxable income and loss exclusive of gains or losses on property dispositions
recognized in 1997. The extraordinary gain on the Sunnymead foreclosure has
been allocated 20% to the General Partner and 80% to the limited partners after
deducting any distributions made to the general partner during 1997. In each of
the years ended December 31, 1997, 1996 and 1995, the General Partner received
$43,000 of cash distributions, which were equal to two percent of cash
distributions to Promissory Note holders. 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.
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
1997.
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 31, 1998
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 31, 1998
William H. Jarrard Director
/s/Ronald Uretta Vice President and March 31, 1998
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 is filed as an Exhibit to this report.
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from Century
Pension Income Fund XXIII 1997 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-31-1997
<PERIOD-END> DEC-31-1997
<CASH> 9,366
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0<F1>
<PP&E> 78,599
<DEPRECIATION> (22,358)
<TOTAL-ASSETS> 69,727
<CURRENT-LIABILITIES> 0<F1>
<BONDS> 6,856
0
0
<COMMON> 0
<OTHER-SE> (23,219)
<TOTAL-LIABILITY-AND-EQUITY> 69,727
<SALES> 0
<TOTAL-REVENUES> 11,112
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 16,648
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,053
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> (5,121)
<DISCONTINUED> 0
<EXTRAORDINARY> 5,337
<CHANGES> 0
<NET-INCOME> 216
<EPS-PRIMARY> (7.82)<F2>
<EPS-DILUTED> 0
<FN>
<F1>Registrant has an unclassified balance sheet.
<F2>Multiplier is 1.
</FN>
</TABLE>
