FORM 10-QSB--QUARTERLY OR TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Quarterly or Transitional Report
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-QSB
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended March 31, 2000
[ ] 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
(Issuer's telephone number)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act 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___
<PAGE>
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
a)
CENTURY PENSION INCOME FUND XXIII
CONSOLIDATED STATEMENT OF NET LIABILITIES IN LIQUIDATION
(Unaudited)
(in thousands)
March 31, 2000
Assets
Cash and cash equivalents $ 4,419
Receivables and deposits, net of allowance for
uncollectible amounts of $487 531
Debt trustee escrow 8,827
Mortgage loan receivable 1,000
Investment properties 40,370
55,147
Liabilities
Accounts payable 73
Tenant security deposits 131
Accrued property taxes 136
Other liabilities 152
Accrued interest - note payable 303
Mortgage note payable 6,856
Non-recourse promissory notes:
Principal 32,776
Interest payable 34,189
Minority interest in consolidated joint venture 478
Estimated costs during the period of liquidation 227
75,321
Net liabilities in liquidation $(20,174)
See Accompanying Notes to Consolidated Financial Statements
<PAGE>
b)
CENTURY PENSION INCOME FUND XXIII
STATEMENT OF CHANGES IN NET LIABILITIES IN LIQUIDATION
(Unaudited)
(in thousands)
Three Months Ended March 31, 2000
Net liabilities in liquidation at beginning of period $(20,509)
Changes in net liabilities in liquidation attributed to:
Increase in cash and cash equivalents 2,340
Decrease in receivables and deposits (29)
Increase in debt trustee escrow 4,082
Decrease in investment in properties (6,567)
Increase in accounts payable (23)
Decrease in tenant security deposits 63
Increase in accrued property taxes (35)
Decrease in other liabilities 145
Increase in accrued interest - notes payable (8)
Increase in non-recourse promissory notes - interest
payable (950)
Decrease in minority interest in consolidated joint
venture 1,136
Decrease in estimated costs during the period of
liquidation 181
Net liabilities in liquidation at end of period $(20,174)
See Accompanying Notes to Consolidated Financial Statements
<PAGE>
c)
CENTURY PENSION INCOME FUND XXIII
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(in thousands, except unit data)
Three Months Ended March 31, 1999
Revenues:
Rental income $2,751
Interest income on mortgage loans 13
Other income 243
Total revenues 3,007
Expenses:
Operating 795
General and administrative 286
Depreciation 634
Interest on notes payable 207
Interest to promissory note holders 1,216
Amortization of deferred charges 52
Property taxes 391
Total expenses 3,581
Loss before minority interest in joint ventures' operations (574)
Minority interest in joint ventures' operations (75)
Net loss $ (649)
Net loss allocated to general partner (2%) $ (13)
Net loss allocated to limited partners (98%) (636)
$ (649)
Net loss per limited partnership unit $(6.64)
See Accompanying Notes to Consolidated Financial Statements
<PAGE>
d)
CENTURY PENSION INCOME FUND XXIII
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(in thousands)
Three Months Ended March 31, 1999
Cash flows from operating activities:
Net loss $ (649)
Adjustments to reconcile net loss to net cash used in
operating activities:
Depreciation 634
Amortization of deferred charges and lease commissions 117
Minority interest in joint ventures' operations 75
Deferred interest on non-recourse promissory notes 692
Change in accounts:
Receivables and deposits (378)
Other assets (205)
Deferred charges 11
Accounts payable (39)
Tenant security deposit liabilities (8)
Accrued property taxes (222)
Accrued interest on notes payable 8
Accrued interest - promissory notes (524)
Net cash used in operating activities (488)
Cash flows from investing activities:
Property replacements and improvements (149)
Lease commissions paid (156)
Net cash used in investing activities (305)
Cash flows used in financing activities:
Cash distributions to the general partner (21)
Net decrease in cash and cash equivalents (814)
Cash and cash equivalents at beginning of period 11,698
Cash and cash equivalents at end of period $10,884
Supplemental disclosure of cash flow information:
Cash paid for interest - notes payable $ 199
Cash paid for interest - non-recourse promissory notes $ 1,048
See Accompanying Notes to Consolidated Financial Statements
<PAGE>
e)
CENTURY PENSION INCOME FUND XXIII
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Note A - Basis of Presentation
As of December 31, 1999, Century Pension Income Fund XXIII (the "Partnership" or
"Registrant") adopted the liquidation basis of accounting due to the imminent
sale of its investment properties.
The Partnership's 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% per annum, and the
"1986 Series Notes," in the amount of $8,485,000, bear interest at 10% per
annum. Portions of the interest on both the "1985 Series Notes" and the "1986
Series Notes" may be deferred, provided the Partnership makes minimum interest
payments of 5% on the unpaid principal balance. The Nonrecourse Promissory Notes
had a balance of principal and deferred interest of approximately $80,000,000 at
their maturity date of February 15, 1999. The Partnership was unable to satisfy
the Nonrecourse Promissory Notes at maturity and as a result, the Partnership
was in default on the Nonrecourse Promissory Notes. Fox Capital Management
Corporation ("FCMC" or the "Managing General Partner") the managing general
partner of the Partnership's General Partner contacted the indenture trustee for
the Nonrecourse Promissory Notes regarding this default. In connection with
these conversations, on July 30, 1999 the Partnership entered into a forbearance
agreement with the indenture trustee pursuant to which the indenture trustee
agreed not to exercise its rights and remedies under the indenture for up to 390
days. In turn, the Partnership agreed to (a) deliver to the indenture trustee
for the benefit of the noteholders all of the accumulated cash of the
Partnership, less certain reserves and anticipated operating expenses, (b)
market all of its properties for sale, (c) deliver all net cash proceeds from
any sales to the indenture trustee until the notes are fully satisfied and (d)
comply with the reporting requirements under the indenture. Based on current
market conditions, it is unlikely that the sale of the Partnership's assets will
generate sufficient proceeds to pay off the Nonrecourse Promissory Notes in full
and accordingly, generate any cash for distribution. If the Partnership cannot
sell its properties for sufficient value, in accordance with the terms of the
forbearance agreement, it is likely that the Partnership will lose its
properties through delivery to an auctioneer. Upon the sale or disposal of the
last property, the Partnership is expected to terminate.
As a result of the decision to liquidate the Partnership, the Partnership
changed its basis of accounting for its financial statements at December 31,
1999, to the liquidation basis of accounting. Consequently, assets have been
valued at estimated net realizable value and liabilities are presented at their
estimated settlement amounts, including estimated costs associated with carrying
out the liquidation. The valuation of assets and liabilities necessarily
requires many estimates and assumptions and there are substantial uncertainties
in carrying out the liquidation. The actual realization of assets and settlement
of liabilities could be higher or lower than amounts indicated and is based upon
the Managing General Partner's estimates as of the date of the financial
statements.
Included in liabilities in the statement of net liabilities in liquidation as of
March 31, 2000 is approximately $227,000 of costs, net of income, that the
Managing General Partner estimates will be incurred during the period of
liquidation based on the assumption that the liquidation process will be
completed by September 30, 2000. Because the success in realization of assets
and the settlement of liabilities is based on the Managing General Partner's
best estimates, the liquidation period may be shorter than projected or it may
be extended beyond the projected period.
<PAGE>
Principles of Consolidation
The consolidated financial statements include all of the accounts of the
Partnership and the joint ventures in which the Partnership has a controlling
interest. An affiliated partnership owned the minority interest in these joint
ventures. All significant inter-entity transactions and balances have been
eliminated.
Note B - Transfer of Control
Pursuant to a series of transactions which closed on October 1, 1998 and
February 26, 1999, Insignia Financial Group, Inc. and Insignia Properties Trust
merged 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, AIMCO acquired 100% ownership interest in
the Managing General Partner. The Managing General Partner does not believe that
this transaction has had or will have a material effect on the affairs and
operations of the Partnership.
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
affiliates of the Managing General Partner were incurred during the three month
periods ended March 31, 2000 and 1999:
2000 1999
(in thousands)
Property management fees (included in operating expenses
in 1999) $ 32 $ 30
Reimbursement for services of affiliates
(included in general and administrative expenses in 1999) 48 63
Partnership management fee (included in
general and administrative expenses in 1999) -- 55
During the three months ended March 31, 2000 and 1999, affiliates of the
Managing General Partner were entitled to receive 5% of gross receipts from the
Partnership's residential property as compensation for providing property
management services. The Partnership paid to such affiliates approximately
$32,000 and $30,000 for the three months ended March 31, 2000 and 1999,
respectively. For the Partnership's commercial properties, these services were
provided by an unrelated party for the three months ended March 31, 2000 and
1999.
An affiliate of the Managing General Partner received reimbursement of
accountable administrative expenses amounting to approximately $48,000 and
$63,000 for the three months ended March 31, 2000 and 1999, respectively.
On January 4, 1999, an affiliate of the Managing General Partner purchased 3,554
of the Partnership's 1985 Nonrecourse Promissory Notes and 1,270 of the
Partnership's 1986 Nonrecourse Promissory Notes from a noteholder for $600 per
note.
During the three months ended March 31, 1999, the general partner received a
cash distribution of approximately $21,000, which was equal to two percent of
cash distributions to the Promissory Note holders prior to July 1, 1999. 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. There were no distributions during the three months ended March
31, 2000.
Note D - Sale of Investment Properties
On January 19, 2000, Coral Palm Joint Venture, a joint venture in which the
Partnership has a controlling interest, sold Coral Palm Plaza, to an
unaffiliated third party for net sales proceeds of approximately $5,992,000
after payment of closing costs. The Partnership's share of the net sales
proceeds is approximately $3,995,000 and the minority's share is approximately
$1,997,000, which was distributed during the three months ended March 31, 2000.
The Partnership's share of the net sales proceeds is held by the indenture
trustee.
Note E - Segment Reporting
Description of the types of products and services from which the reportable
segment derives its revenues:
The Partnership had two reportable segments: residential properties and
commercial properties. The Partnership's residential property segment consists
of one apartment complex located in Atlanta, Georgia. The Partnership rents
apartment units to tenants for terms that are typically twelve months or less.
The commercial property segment consists of three business parks located in
Florida, North Carolina and Texas and two shopping centers located in Kentucky
and Georgia. In addition, the Partnership also owned a controlling interest in a
joint venture whose property sold January 19, 2000. The Partnership also owned a
controlling interest in a joint venture whose properties were sold June 1, 1999.
Effective December 31, 1999, the Partnership adopted the liquidation basis of
accounting (see "Note A - Basis of Presentation"). As a result, segment
information is only provided for the three month period ended March 31, 1999.
Measurement of segment profit or loss:
The Partnership evaluated performance based on segment profit (loss) before
depreciation. The accounting policies of the reportable segments are the same as
those of the Partnership as described in the Partnership's Annual Report on Form
10-K for the year ended December 31, 1999.
Factors management used to identify the Partnership's reportable segments:
The Partnership's reportable segments consisted of investment properties that
offered different products and services. The reportable segments were each
managed separately because they provided distinct services with different types
of products and customers.
Segment information for the three months ended March 31, 1999, is shown in the
tables below. The "Other" column includes partnership administration related
items and income and expense not allocated to the reportable segments.
<TABLE>
<CAPTION>
1999 Residential Commercial Other Totals
(in thousands)
<S> <C> <C> <C> <C>
Rental income $ 620 $ 2,131 $ -- $ 2,751
Other income 11 173 72 256
Interest expense 207 -- 1,216 1,423
Amortization of deferred costs -- -- 52 52
Depreciation 87 547 -- 634
General and administrative
expense -- -- 286 286
Minority interest in joint
ventures' operations -- (75) -- (75)
Segment profit (loss) 44 789 (1,482) (649)
Total assets 6,756 36,119 26,806 69,681
Capital expenditures for
investment properties 22 127 -- 149
</TABLE>
Note F - Legal Proceedings
In March 1998, several putative unit holders of limited partnership units of the
Partnership commenced an action entitled Rosalie Nuanes, et al. v. Insignia
Financial Group, Inc., et al. in the Superior Court of the State of California
for the County of San Mateo. The plaintiffs named as defendants, among others,
the Partnership, the Managing General Partner and several of their affiliated
partnerships and corporate entities. The action 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 Financial Group, Inc.
("Insignia") and entities which were, at one time, affiliates of Insignia
("Insignia Affiliates") of interests in certain general partner entities, past
tender offers by Insignia Affiliates to acquire limited partnership units, the
management of partnerships by Insignia Affiliates and the Insignia Merger (see
"Note B - Transfer of Control"). The plaintiffs seek 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 filed demurrers to the amended
complaint which were heard February 1999. Pending the ruling on such demurrers,
settlement negotiations commenced. On November 2, 1999, the parties executed and
filed a Stipulation of Settlement, settling claims, subject to final court
approval, on behalf of the Partnership and all limited partners who own units as
of November 3, 1999. Preliminary approval of the settlement was obtained on
November 3, 1999 from the Superior Court of the State of California, County of
San Mateo, at which time the Court set a final approval hearing for December 10,
1999. Prior to the December 10, 1999 hearing the Court received various
objections to the settlement, including a challenge to the Court's preliminary
approval based upon the alleged lack of authority of class plaintiffs' counsel
to enter the settlement. On December 14, 1999, the Managing General Partner and
its affiliates terminated the proposed settlement. Certain plaintiffs have filed
a motion to disqualify some of the plaintiffs' counsel in the action. The
Managing General Partner does not anticipate that costs associated with this
case will be material to the Partnership's overall operations.
The Partnership is unaware of any other pending or outstanding litigation that
is not of a routine nature arising in the ordinary course of business.
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
The matters discussed in this Form 10-QSB contain certain forward-looking
statements and involve risks and uncertainties (including changing market
conditions, competitive and regulatory matters, etc.) detailed in the
disclosures contained in this Form 10-QSB and the other filings with the
Securities and Exchange Commission made by the Partnership from time to time.
The discussion of the Partnership's business and results of operations,
including forward-looking statements pertaining to such matters, does not take
into account the effects of any changes to the Registrant's business and results
of operations. Accordingly, actual results could differ materially from those
projected in the forward-looking statements as a result of a number of factors,
including those identified herein.
The Partnership's remaining investment properties consist of one apartment
complex, three business parks and two shopping centers. The following table sets
forth the average occupancy for each of the Partnership's investment properties
for the three months ended March 31, 2000 and 1999:
Average Occupancy
Property 2000 1999
Commerce Plaza 80% 100%
Tampa, Florida
Regency Centre 100% 99%
Lexington, Kentucky
Highland Park III 94% 91%
Charlotte, North Carolina
Interrich Plaza 100% 96%
Richardson, Texas
Centre Stage Shopping Center 100% 97%
Norcross, Georgia
The Enclaves 97% 99%
Atlanta, Georgia
The Managing General Partner attributes the decrease in occupancy at Commerce
Plaza to a major tenant vacating the property during the first quarter of 2000
when its lease expired. A portion of the space was leased to a new tenant and
the Managing General Partner is actively marketing the remaining space.
Occupancy at Highland Park III increased due to 3,627 square feet of space being
leased to new tenants at the end of the first quarter of 1999. Occupancy at
Interrich Plaza increased due to a new tenant bringing occupancy to 100% late in
1999. The Managing General Partner attributes the increase in occupancy at
Centre Stage Shopping Center to 2,854 square feet of space being leased to two
new tenants since March 31, 1999.
As of December 31, 1999, the Partnership adopted the liquidation basis of
accounting due to the imminent loss of its investment properties. The
Nonrecourse Promissory Notes had a balance of principal and deferred interest of
approximately $80,000,000 at their maturity date of February 15, 1999. The
Partnership was unable to satisfy the Nonrecourse Promissory Notes at maturity
and as a result, the Partnership was in default on the Nonrecourse Promissory
Notes. Fox Capital Management Corporation ("FCMC" or the "Managing General
Partner") the managing general parter of the Partnership's General Partner,
contacted the indenture trustee for the Nonrecourse Promissory Notes regarding
this default. In connection with these conversations, on July 30, 1999 the
Partnership entered into a forbearance agreement with the indenture trustee
pursuant to which the indenture trustee agreed not to exercise its rights and
remedies under the indenture for up to 390 days. In turn, the Partnership agreed
to (a) deliver to the indenture trustee for the benefit of the noteholders all
of the accumulated cash of the Partnership, less certain reserves and
anticipated operating expenses, (b) market all of its properties for sale, (c)
deliver all net cash proceeds from any sales to the indenture trustee until the
notes are fully satisfied and (d) comply with the reporting requirements under
the indenture. Based on current market conditions, it is unlikely that the sale
of the Partnership's assets will generate sufficient proceeds to pay off the
Nonrecourse Promissory Notes in full. If the Partnership cannot sell its
properties for sufficient value, in accordance with the terms of the forbearance
agreement, it is likely that the Partnership will lose its properties through
delivery to an auctioneer. Upon the sale or disposal of the last property, the
Partnership will terminate.
The statement of net liabilities in liquidation as of March 31, 2000, includes
approximately $227,000 of costs, net of income, that the Managing General
Partner estimates will be incurred during the period of liquidation, based on
the assumption that the liquidation process will be completed by September 30,
2000. Because the success in realization of assets and the settlement of
liabilities is based on the Managing General Partner's best estimates, the
liquidation period may be shorter or extended beyond the projected period.
On January 19, 2000, Coral Palm Joint Venture, a joint venture in which the
Partnership has a controlling interest, sold Coral Palm Plaza to an unaffiliated
third party for net sales proceeds of approximately $5,992,000 after payment of
closing costs. The Partnership's share of the net sales proceeds is
approximately $3,995,000 and the minority's share is approximately $1,997,000,
which was distributed during the three months ended March 31 2000. The
Partnership's share of the net sales proceeds is held by the indenture trustee.
The Partnership's The Enclaves and Regency Centre are currently under contract
for sale to unaffiliated third parties. These sales, which are subject to the
purchasers completing their due diligence review and other customary closing
conditions, are expected to close, if at all, during the second quarter of 2000.
There can be no assurance, however, that these transactions will be consummated
or as to what the final sales terms will be.
In addition to the Notes, 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 light of the maturity of the Notes, no distributions were made to the limited
partners for the three month periods ended March 31, 2000 and 1999. In
accordance with the Partnership Agreement, the General Partner received cash
distributions equal to 2% of the interest payments on the nonrecourse promissory
notes which amounted to approximately $21,000 during the three months ended
March 31, 1999.
Capital improvements planned for each of the Partnership's properties are
detailed below. Additional capital expenditures will be incurred only if cash is
available from operations.
Commerce Plaza:
During the three months ended March 31, 2000, the Partnership did not complete
any capital improvements at Commerce Plaza. The Partnership has not budgeted
capital improvements for 2000 since it anticipates selling this property in
2000.
Regency Centre:
During the three months ended March 31, 2000, the Partnership did not complete
any capital improvements at Regency Center. The Partnership has not budgeted
capital improvements for 2000 since it anticipates selling this property in
2000.
Highland Park III:
During the three months ended March 31, 2000, the Partnership did not complete
any capital improvements at Highland Park Commerce Center. The Partnership has
not budgeted capital improvements for 2000 since it anticipates selling this
property in 2000.
Interrich Plaza:
During the three months ended March 31, 2000, the Partnership did not complete
any capital improvements at Interrich Plaza. The Partnership has not budgeted
capital improvements for 2000 since it anticipates selling this property in
2000.
Centre Stage Shopping Center:
During the three months ended March 31, 2000, the Partnership spent
approximately $1,000 in capital improvements at Centre Stage Shopping Center
consisting of tenant improvements. These improvements were funded from operating
cash flow. The Partnership has not budgeted capital improvements for 2000 since
it anticipates selling this property in 2000.
The Enclaves:
$99,000 has been budgeted for capital improvements for 2000 at The Enclaves
Apartments consisting primarily of carpet and vinyl replacement, parking area
improvements and air conditioning unit replacements. During the three months
ended March 31, 2000, the Partnership spent approximately $18,000 for capital
improvements consisting primarily of carpet replacement, wall covering
replacements and plumbing upgrades. These improvements were funded from
operating cash flow.
Coral Palm Plaza:
During the three months ended March 31, 2000, the Partnership completed
approximately $29,000 of capital improvements at Coral Palm Plaza consisting of
tenant improvements. These improvements were funded from cash flow. The property
was sold January 19, 2000.
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 expenses. 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.
<PAGE>
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
In March 1998, several putative unit holders of limited partnership units of the
Partnership commenced an action entitled Rosalie Nuanes, et al. v. Insignia
Financial Group, Inc., et al. in the Superior Court of the State of California
for the County of San Mateo. The plaintiffs named as defendants, among others,
the Partnership, the Managing General Partner and several of their affiliated
partnerships and corporate entities. The action 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 Financial Group, Inc.
("Insignia") and entities which were, at one time, affiliates of Insignia
("Insignia Affiliates") of interests in certain general partner entities, past
tender offers by Insignia Affiliates to acquire limited partnership units, the
management of partnerships by Insignia Affiliates and the Insignia Merger (see
"Part 1 - Financial Information, Item 1. Financial Statements, Note B - Transfer
of Control"). The plaintiffs seek 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 filed demurrers to the amended complaint which were
heard February 1999. Pending the ruling on such demurrers, settlement
negotiations commenced. On November 2, 1999, the parties executed and filed a
Stipulation of Settlement, settling claims, subject to final court approval, on
behalf of the Partnership and all limited partners who own units as of November
3, 1999. Preliminary approval of the settlement was obtained on November 3, 1999
from the Superior Court of the State of California, County of San Mateo, at
which time the Court set a final approval hearing for December 10, 1999. Prior
to the December 10, 1999 hearing the Court received various objections to the
settlement, including a challenge to the Court's preliminary approval based upon
the alleged lack of authority of class plaintiffs' counsel to enter the
settlement. On December 14, 1999, the Managing General Partner and its
affiliates terminated the proposed settlement. Certain plaintiffs have filed a
motion to disqualify some of the plaintiffs' counsel in the action. The Managing
General Partner does not anticipate that costs associated with this case will be
material to the Partnership's overall operations.
ITEM 2. EXHIBITS AND REPORTS ON FORM 8-K
a) Exhibits:
Exhibit 27, Financial Data Schedule, is filed as an exhibit to
this report.
b) Reports on Form 8-K:
None filed during the quarter ended March 31, 2000.
<PAGE>
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the Registrant
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 J. Foye
Patrick J. Foye
Executive Vice President
By: /s/Martha L. Long
Martha L. Long
Senior Vice President
and Controller
Date:
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from Century
Properties Fund XXIII 2000 First Quarter 10-QSB and is qualified in its entirety
by reference to such 10-QSB filing.
</LEGEND>
<CIK> 0000764543
<NAME> Century Properties Fund XXIII
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-2000
<PERIOD-START> JAN-01-2000
<PERIOD-END> MAR-31-2000
<CASH> 4,419
<SECURITIES> 0
<RECEIVABLES> 531
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0 <F1>
<PP&E> 40,370
<DEPRECIATION> 0
<TOTAL-ASSETS> 55,147
<CURRENT-LIABILITIES> 0 <F1>
<BONDS> 39,632
0
0
<COMMON> 0
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 75,321
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 0
<EPS-BASIC> 0.00 <F2>
<EPS-DILUTED> 0
<FN>
<F1> Registrant has an unclassified balance sheet. <F2> Multiplier is 1.
</FN>
</TABLE>
