UNITED STATES
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 September 30, 2003
[ ] 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)
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
CENTURY PENSION INCOME FUND XXIII
CONSOLIDATED STATEMENT OF NET LIABILITIES IN LIQUIDATION
(Unaudited)
(in thousands)
September 30, 2003
Assets
Cash and cash equivalents $ 111
Receivables and deposits 7
Debt trustee escrow 779
897
Liabilities
Accounts payable 7
Other liabilities 99
Non-recourse promissory notes:
Principal 11,263
Interest payable 16,313
Estimated costs during the period of liquidation 383
28,065
Net liabilities in liquidation $(27,168)
See Accompanying Notes to Consolidated Financial Statements
CENTURY PENSION INCOME FUND XXIII
STATEMENTS OF CHANGES IN NET LIABILITIES IN LIQUIDATION
(Unaudited)
(in thousands)
For the Nine Months
Ended September 30,
2003 2002
Net liabilities in liquidation at beginning of period $(25,094) $(23,942)
Changes in net liabilities in liquidation attributed to:
(Decrease) increase in cash and cash equivalents (117) 133
Decrease in receivables and deposits (64) (5)
Decrease in debt trustee escrow (154) (18)
Decrease in investment in properties (2,820) --
Decrease in accounts payable 14 6
Decrease in tenant security deposits 5 6
Increase in accrued property taxes -- (58)
Increase in other liabilities (25) (22)
Increase in non-recourse promissory notes - interest
payable (186) (1,045)
Decrease in non-recourse promissory notes - principal 583 --
Decrease in minority interest in consolidated joint
venture -- 170
Decrease in estimated costs during the period of
liquidation 690 452
Net liabilities in liquidation at end of period $(27,168) $(24,323)
See Accompanying Notes to Consolidated Financial Statements
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
loss of its investment properties.
The Partnership's Nonrecourse Promissory Notes (the "Notes") are secured by a
deed of trust on all properties owned in fee by the Partnership. The Notes were
issued in two series. The "1985 Series Notes", in the original principal amount
of $33,454,000 bear interest at 12% per annum, and the "1986 Series Notes", in
the original principal amount of $8,485,000, bear interest at 10% per annum,
except that portions of the interest were deferred, provided the Partnership
made minimum interest payments of 5% on the unpaid principal balance. The 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 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") 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. On March 31, 2003, the Partnership sold the
last remaining property, Commerce Plaza, to an unaffiliated third party. The net
sales proceeds of approximately $1,270,000 were delivered to the indenture
trustee to be applied to the amounts due to the noteholders.
The sale of the Partnership's last remaining asset did not generate sufficient
proceeds to pay off the Notes in full. Upon the last payment on the Notes by the
indenture trustee, 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 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 consolidated financial
statements.
Included in liabilities in the statement of net liabilities in liquidation as of
September 30, 2003 is approximately $383,000 of costs 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 December 31, 2003.
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.
Note B - Transactions with Affiliated Parties
The Partnership has no employees and is dependent on the Managing General
Partner and its affiliates for the management and administration of all
partnership activities. The Partnership Agreement provides for certain payments
to affiliates for services and as reimbursement of certain expenses incurred by
affiliates on behalf of the Partnership.
An affiliate of the Managing General Partner received reimbursement of
accountable administrative expenses amounting to approximately $93,000 and
$69,000 for the nine months ended September 30, 2003 and 2002, respectively.
The Partnership insured its property up to certain limits through coverage
provided by AIMCO which is generally self-insured for a portion of losses and
liabilities related to workers compensation, property casualty and vehicle
liability. The Partnership insured its property above the AIMCO limits through
insurance policies obtained by AIMCO from insurers unaffiliated with the
Managing General Partner. During 2002, the Partnership was charged by AIMCO and
its affiliates approximately $24,000 for insurance coverage and fees associated
with policy claims administration. No such coverage was charged during 2003 as
the remaining property was sold.
Note C - 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. (the "Nuanes action") in the Superior Court of the
State of California for the County of San Mateo. The plaintiffs named as
defendants, among others, the Partnership, its Managing General Partner and
several of their affiliated partnerships and corporate entities. The action
purported to assert claims on behalf of a class of limited partners and
derivatively on behalf of a number of limited partnerships (including the
Partnership) that are named as nominal defendants, challenging, among other
things, the acquisition of interests in certain Managing General Partner
entities by Insignia Financial Group, Inc. ("Insignia") and entities that were,
at one time, affiliates of Insignia; past tender offers by the Insignia
affiliates to acquire limited partnership units; management of the partnerships
by the Insignia affiliates; and the series of transactions which closed on
October 1, 1998 and February 26, 1999 whereby Insignia and Insignia Properties
Trust, respectively, were merged into AIMCO. The plaintiffs sought monetary
damages and equitable relief, including judicial dissolution of the Partnership.
In addition, during the third quarter of 2001, a complaint (the "Heller action")
was filed against the same defendants that are named in the Nuanes action,
captioned Heller v. Insignia Financial Group. On or about August 6, 2001,
plaintiffs filed a first amended complaint. The Heller action was brought as a
purported derivative action, and asserted claims for, among other things, breach
of fiduciary duty, unfair competition, conversion, unjust enrichment, and
judicial dissolution.
On January 8, 2003, the parties filed a Stipulation of Settlement in proposed
settlement of the Nuanes action and the Heller action. The settlement only
benefits limited partners as of December 20, 2002 in those limited partnerships
named in the complaint that are not in the process of being liquidated or that
have already been liquidated. The Partnership's limited partners will not be
entitled to any proceeds from the settlement since the Partnership is in the
process of being liquidated, but have not compromised any potential claims as a
result of the settlement and dismissal. The Partnership's limited partners
should have received a Notice to Non-Settling Persons during April 2003 which
describes this information in more detail.
On June 13, 2003, the Court granted final approval of the settlement and entered
judgment in both the Nuanes and Heller actions. On August 12, 2003, an objector
filed an appeal seeking to vacate and/or reverse the order approving the
settlement and entering judgment thereto. The Managing General Partner intends
to file a respondent's brief in support of the order approving settlement and
entering judgment thereto.
The Managing General Partner does not anticipate that any costs to the
Partnership, whether legal or settlement costs, associated with these cases will
be material to the Partnership's overall operations.
The Partnership is unaware of any other pending or outstanding litigation
matters involving it that are not of a routine nature arising in the ordinary
course of business.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
The matters discussed in this report contain certain forward-looking statements,
including, without limitation, statements regarding future financial performance
and the effect of government regulations. Actual results may differ materially
from those described in the forward-looking statements and will be affected by a
variety of risks and factors including, without limitation: national and local
economic conditions; the terms of governmental regulations that affect the
Registrant and interpretations of those regulations; the competitive environment
in which the Registrant operates; litigation, including costs associated with
prosecuting and defending claims and any adverse outcomes, and financing risks,
including the risk that cash flows from operations may be insufficient to meet
required payments of principal and interest. Readers should carefully review the
Registrant's financial statements and the notes thereto, as well as the risk
factors described in the documents the Registrant files from time to time with
the Securities and Exchange Commission.
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 (the "Notes")
at maturity and as a result, the Partnership was in default on the Notes. The
Managing General Partner contacted the indenture trustee for the 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 Notes' indenture for up to 390 days. In turn, the Partnership
agreed to (a) deliver to the Notes' 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.
On March 31, 2003, the Partnership sold the last remaining property, Commerce
Plaza to an unaffiliated third party for net sales proceeds of approximately
$1,270,000 after the payment of closing costs. The proceeds were delivered to
the indenture trustee to be applied to the amounts due to the noteholders.
The sale of the Partnership's last remaining asset did not generate sufficient
proceeds to pay off the Notes in full. Upon the last payment on the Notes by the
indenture trustee, 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 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 consolidated financial
statements.
During the nine months ended September 30, 2003, net liabilities increased by
approximately $2,074,000. This increase is primarily due to decreases in
investment properties and the debt trustee escrow and an increase in the
interest payable on the promissory notes partially offset by decreases in the
principal on the non-recourse promissory notes and the estimated costs during
the period of liquidation. The decrease in investment properties is a result of
the sale of Commerce Plaza. The decrease in the debt trustee escrow is due to
the payment of expenses by the trustee. The increase in the interest payable is
due to the monthly interest accrued on the notes partially offset by a payment
made to the noteholders. The decrease in the principal on the non-recourse
promissory notes is due to the payment made to the noteholders. The decrease in
the estimated costs of liquidation is due to the shorter period of time until
the Partnership's expected liquidation.
During the nine months ended September 30, 2002, net liabilities increased by
approximately $381,000. This increase is primarily due to a decrease in the
estimated costs during the period of liquidation and investment in the
consolidated joint venture partially offset by an increase in the interest
payable on the non-recourse promissory notes. The decrease in the estimated
costs during the period of liquidation was primarily due to the reduced number
of months until the Partnership's expected liquidation. The increase in interest
payable was due to the accrual of nine months of interest on the current
principal balance of approximately $11,847,000.
The statement of net liabilities in liquidation as of September 30, 2003
includes approximately $383,000 of costs 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 December 31, 2003.
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.
As a result of the sale of Commerce Plaza, the Partnership made payments on the
non-recourse notes of the following amounts during the nine months ended
September 30, 2003 and 2002 (in thousands):
Nine Months Ended Nine Months Ended
September 30, 2003 September 30, 2002
Operations
85 Series Notes $1,169 $ --
86 Series Notes 239 --
$1,408 $ --
The following is a general description of the tax consequences that may result
to a limited partner due to the sale of the Partnership's remaining property.
Each limited partner should consult with his or her own tax advisor to determine
his or her particular tax consequences. The taxable gain and income resulting
from the sale of the Partnership's property will pass through to the limited
partners, and will likely result in income tax liability to the limited partners
without any distribution of cash from the Partnership.
The Managing General Partner monitors developments in the area of legal and
regulatory compliance and is studying new federal laws, including the
Sarbanes-Oxley Act of 2002. The Sarbanes-Oxley Act of 2002 mandates or suggests
additional compliance measures with regard to governance, disclosure, audit and
other areas. In light of these changes, the Partnership expects that it will
incur higher expenses related to compliance, including increased legal and audit
fees.
In addition to its indirect ownership of the general partner interest in the
Partnership, AIMCO owned 108 limited partnership units (the "Units") in the
Partnership representing approximately 0.11% of the outstanding Units at
September 30, 2003. Affiliates of the Managing General Partner also owned 5,511
Individual Investor Units (8.24%) of the Partnership's 1985 Nonrecourse
Promissory Notes and 1,635 Individual Investor Units (9.64%) of the
Partnership's 1986 Nonrecourse Promissory Notes at September 30, 2003. Although
the Managing General Partner owes fiduciary duties to the limited partners of
the Partnership, the Managing General Partner also owes fiduciary duties to
AIMCO as its sole stockholder. As a result, the duties of the Managing General
Partner, as managing general partner, to the Partnership and its limited
partners may come into conflict with the duties of the Managing General Partner
to AIMCO, as its sole stockholder.
ITEM 3. CONTROLS AND PROCEDURES
(a) Disclosure Controls and Procedures. The Partnership's management, with the
participation of the principal executive officer and principal financial officer
of the Managing General Partner, who are the equivalent of the Partnership's
principal executive officer and principal financial officer, respectively, has
evaluated the effectiveness of the Partnership's disclosure controls and
procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the
Securities Exchange Act of 1934, as amended (the "Exchange Act")) as of the end
of the period covered by this report. Based on such evaluation, the principal
executive officer and principal financial officer of the Managing General
Partner, who are the equivalent of the Partnership's principal executive officer
and principal financial officer, respectively, have concluded that, as of the
end of such period, the Partnership's disclosure controls and procedures are
effective.
(b) Internal Control Over Financial Reporting. There have not been any changes
in the Partnership's internal control over financial reporting (as such term is
defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the
fiscal quarter to which this report relates that have materially affected, or
are reasonably likely to materially affect, the Partnership's internal control
over financial reporting.
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. (the "Nuanes action") in the Superior Court of the
State of California for the County of San Mateo. The plaintiffs named as
defendants, among others, the Partnership, its Managing General Partner and
several of their affiliated partnerships and corporate entities. The action
purported to assert claims on behalf of a class of limited partners and
derivatively on behalf of a number of limited partnerships (including the
Partnership) that are named as nominal defendants, challenging, among other
things, the acquisition of interests in certain Managing General Partner
entities by Insignia Financial Group, Inc. ("Insignia") and entities that were,
at one time, affiliates of Insignia; past tender offers by the Insignia
affiliates to acquire limited partnership units; management of the partnerships
by the Insignia affiliates; and the series of transactions which closed on
October 1, 1998 and February 26, 1999 whereby Insignia and Insignia Properties
Trust, respectively, were merged into AIMCO. The plaintiffs sought monetary
damages and equitable relief, including judicial dissolution of the Partnership.
In addition, during the third quarter of 2001, a complaint (the "Heller action")
was filed against the same defendants that are named in the Nuanes action,
captioned Heller v. Insignia Financial Group. On or about August 6, 2001,
plaintiffs filed a first amended complaint. The Heller action was brought as a
purported derivative action, and asserted claims for, among other things, breach
of fiduciary duty, unfair competition, conversion, unjust enrichment, and
judicial dissolution.
On January 8, 2003, the parties filed a Stipulation of Settlement in proposed
settlement of the Nuanes action and the Heller action. The settlement only
benefits limited partners as of December 20, 2002 in those limited partnerships
named in the complaint that are not in the process of being liquidated or that
have already been liquidated. The Partnership's limited partners will not be
entitled to any proceeds from the settlement since the Partnership is in the
process of being liquidated, but have not compromised any potential claims as a
result of the settlement and dismissal. The Partnership's limited partners
should have received a Notice to Non-Settling Persons during April 2003 which
describes this information in more detail.
On June 13, 2003, the Court granted final approval of the settlement and entered
judgment in both the Nuanes and Heller actions. On August 12, 2003, an objector
filed an appeal seeking to vacate and/or reverse the order approving the
settlement and entering judgment thereto. The Managing General Partner intends
to file a respondent's brief in support of the order approving settlement and
entering judgment thereto.
The Managing General Partner does not anticipate that any costs to the
Partnership, whether legal or settlement costs, associated with these cases will
be material to the Partnership's overall operations.
ITEM 2. EXHIBITS AND REPORTS ON FORM 8-K
a) Exhibits:
Exhibit 3, 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).
Exhibit 31.1, Certification of equivalent of Chief Executive
Officer pursuant to Securities Exchange Act Rules
13a-14(a)/15d-14(a), as Adopted Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
Exhibit 31.2, Certification of equivalent of Chief Financial
Officer pursuant to Securities Exchange Act Rules
13a-14(a)/15d-14(a), as Adopted Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
Exhibit 32.1, Certification Pursuant to 18 U.S.C. Section
1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002.
b) Reports on Form 8-K:
None filed during the quarter ended September 30, 2003.
SIGNATURES
In accordance with the requirements 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/Paul J. McAuliffe
Paul J. McAuliffe
Executive Vice President
and Chief Financial Officer
Date: November 12, 2003
Exhibit 31.1
CERTIFICATION
I, Patrick J. Foye, certify that:
1. I have reviewed this quarterly report on Form 10-QSB of Century Properties
Income Fund XXIII;
2. Based on my knowledge, this report does not contain any untrue statement
of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material
respects the financial condition, results of operations and cash flows of
the registrant as of, and for, the periods presented in this report;
4. The registrant's other certifying officer(s) and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant
and have:
(a) Designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our
supervision, to ensure that material information relating to the
registrant, including its consolidated subsidiaries, is made known
to us by others within those entities, particularly during the
period in which this report is being prepared;
(b) Evaluated the effectiveness of the registrant's disclosure controls
and procedures and presented in this report our conclusions about
the effectiveness of the disclosure controls and procedures, as of
the end of the period covered by this report based on such
evaluation; and
(c) Disclosed in this report any change in the registrant's internal
control over financial reporting that occurred during the
registrant's most recent fiscal quarter (the registrant's fourth
fiscal quarter in the case of an annual report) that has materially
affected, or is reasonably likely to materially affect, the
registrant's internal control over financial reporting; and
5. The registrant's other certifying officer(s) and I have disclosed, based
on our most recent evaluation of internal control over financial
reporting, to the registrant's auditors and the audit committee of the
registrant's board of directors (or persons performing the equivalent
functions):
(a) All significant deficiencies and material weaknesses in the design
or operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant's ability to
record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's
internal control over financial reporting.
Date: November 12, 2003
/s/Patrick J. Foye
Patrick J. Foye
Executive Vice President of Fox Capital
Management Corporation, equivalent of the
chief executive officer of the Partnership
Exhibit 31.2
CERTIFICATION
I, Paul J. McAuliffe, certify that:
1. I have reviewed this quarterly report on Form 10-QSB of Century Properties
Income Fund XXIII;
2. Based on my knowledge, this report does not contain any untrue statement
of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material
respects the financial condition, results of operations and cash flows of
the registrant as of, and for, the periods presented in this report;
4. The registrant's other certifying officer(s) and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant
and have:
(a) Designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our
supervision, to ensure that material information relating to the
registrant, including its consolidated subsidiaries, is made known
to us by others within those entities, particularly during the
period in which this report is being prepared;
(b) Evaluated the effectiveness of the registrant's disclosure controls
and procedures and presented in this report our conclusions about
the effectiveness of the disclosure controls and procedures, as of
the end of the period covered by this report based on such
evaluation; and
(c) Disclosed in this report any change in the registrant's internal
control over financial reporting that occurred during the
registrant's most recent fiscal quarter (the registrant's fourth
fiscal quarter in the case of an annual report) that has materially
affected, or is reasonably likely to materially affect, the
registrant's internal control over financial reporting; and
5. The registrant's other certifying officer(s) and I have disclosed, based
on our most recent evaluation of internal control over financial
reporting, to the registrant's auditors and the audit committee of the
registrant's board of directors (or persons performing the equivalent
functions):
(a) All significant deficiencies and material weaknesses in the design
or operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant's ability to
record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's
internal control over financial reporting.
Date: November 12, 2003
/s/Paul J. McAuliffe
Paul J. McAuliffe
Executive Vice President and Chief Financial
Officer of Fox Capital Management Corporation,
equivalent of the chief financial officer of
the Partnership
Exhibit 32.1
Certification of CEO and CFO
Pursuant to 18 U.S.C. Section 1350,
As Adopted Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002
In connection with the Quarterly Report on Form 10-QSB of Century Properties
Income Fund XXIII (the "Partnership"), for the quarterly period ended September
30, 2003 as filed with the Securities and Exchange Commission on the date hereof
(the "Report"), Patrick J. Foye, as the equivalent of the chief executive
officer of the Partnership, and Paul J. McAuliffe, as the equivalent of the
chief financial officer of the Partnership, each hereby certifies, pursuant to
18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002, that, to the best of his knowledge:
(1) The Report fully complies with the requirements of Section 13(a) or
15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all
material respects, the financial condition and results of operations
of the Partnership.
/s/ Patrick J. Foye
Name: Patrick J. Foye
Date: November 12, 2003
/s/Paul J. McAuliffe
Name: Paul J. McAuliffe
Date: November 12, 2003
This certification is furnished with this Report pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002 and shall not be deemed filed by the Partnership for
purposes of Section 18 of the Securities Exchange Act of 1934, as amended.