UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-QSB
(Mark One)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended June 30, 2004
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
For the transition period from _________to _________
Commission file number 0-14528
CENTURY PENSION INCOME FUND XXIII
(Exact name of small business issuer 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 past 12 months (or for such shorter
period that the registrant was required to file such reports) and (2) has been
subject to such filing requirements for the past 90 days.
Yes X No ___
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
CENTURY PENSION INCOME FUND XXIII
CONSOLIDATED STATEMENT OF NET LIABILITIES IN LIQUIDATION
(Unaudited)
(in thousands)
June 30, 2004
Assets
Cash and cash equivalents $ 94
Receivables and deposits 22
Debt trustee escrow 777
893
Liabilities
Accounts payable 6
Other liabilities 71
Non-recourse promissory notes:
Principal 11,263
Interest payable 17,296
Estimated costs during the period of liquidation 695
29,331
Net liabilities in liquidation $(28,438)
See Accompanying Notes to Consolidated Financial Statements
CENTURY PENSION INCOME FUND XXIII
CONSOLIDATED STATEMENTS OF CHANGES IN NET LIABILITIES IN LIQUIDATION
(Unaudited)
(in thousands)
For the Six Months
Ended June 30,
2004 2003
Net liabilities in liquidation at beginning of period $(27,731) $(25,094)
Changes in net liabilities in liquidation attributed to:
Decrease in cash and cash equivalents (81) (26)
Decrease in receivables and deposits (2) (64)
Increase (decrease) in debt trustee escrow 11 (133)
Decrease in investment in properties -- (2,820)
Increase in accounts payable -- (15)
Decrease in tenant security deposits -- 5
Decrease (increase) in other liabilities 30 (16)
(Increase) decrease in non-recourse promissory notes -
interest payable (654) 140
Decrease in non-recourse promissory notes - principal -- 583
(Increase) decrease in estimated costs during the
period of liquidation (11) 269
Net liabilities in liquidation at end of period $(28,438) $(27,171)
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.
The Partnership's Nonrecourse Promissory Notes (the "Notes") were 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
Notes. Fox Capital Management Corporation ("FCMC" or 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
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
June 30, 2004 is approximately $695,000 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, 2004.
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 $62,000 for the
six months ended June 30, 2003. No such reimbursements were paid during the six
months ended June 30, 2004.
Note C - Contingencies
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. On April 23, 2004, the Managing
General Partner and its affiliates filed a response brief in support of the
settlement and the judgment thereto. Plaintiffs have also filed a brief in
support of the settlement. Objector filed a reply brief on June 4, 2004. No
hearing has been scheduled in this matter.
The Managing General Partner does not anticipate that any costs to the
Partnership, whether legal or settlement costs, associated with this case will
be material to the Partnership's overall operations.
As previously disclosed, the Central Regional Office of the United States
Securities and Exchange Commission is conducting an investigation relating to
certain matters. AIMCO believes the areas of investigation include AIMCO's
miscalculated monthly net rental income figures in third quarter 2003,
forecasted guidance, accounts payable, rent concessions, vendor rebates, and
capitalization of expenses and payroll. AIMCO is cooperating fully. AIMCO does
not believe that the ultimate outcome will have a material adverse effect on its
consolidated financial condition or results of operations taken as a whole.
Similarly, the Managing General Partner does not believe that the ultimate
outcome will have a material adverse effect on the Partnership's consolidated
financial condition or results of operations taken as a whole.
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
defending claims and any adverse outcomes. 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. The Partnership's Nonrecourse Promissory Notes (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 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 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
June 30, 2004 is approximately $695,000 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, 2004.
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.
During the six months ended June 30, 2004, net liabilities increased by
approximately $707,000. This increase is primarily due to an increase in accrued
interest payable on the Notes and a decrease in cash and cash equivalents.
During the six months ended June 30, 2003, net liabilities increased by
approximately $2,077,000. This increase is primarily due to decreases in
investment properties and the debt trustee escrow partially offset by decreases
in both the principal and interest payable 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
decrease in the principal and interest on the non-recourse promissory notes is
due to a payment made to the note holders. The decrease in the estimated costs
of liquidation is due to the shorter period of time until the Partnership's
expected liquidation.
In light of the maturity of the Notes, no distributions were made to the limited
partners during the six months ended June 30, 2004 and 2003. As a result of the
sale of Commerce Plaza, the Partnership made payments on the Notes of the
following amounts during the six months ended June 30, 2003. No such payments
were made during the six months ended June 30, 2004.
Six Months Ended
June 30, 2003
(in thousands)
Operations
85 Series Notes $1,169
86 Series Notes 239
$1,408
In addition to its indirect ownership of the Managing 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
June 30, 2004. Affiliates of the Managing General Partner also owned 5,511
(8.24%) of the Partnership's 1985 Nonrecourse Promissory Notes and 1,635 (9.64%)
of the Partnership's 1986 Nonrecourse Promissory Notes at June 30, 2004.
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. On April 23, 2004, the Managing
General Partner and its affiliates filed a response brief in support of the
settlement and the judgment thereto. Plaintiffs have also filed a brief in
support of the settlement. Objector filed a reply brief on June 4, 2004. No
hearing has been scheduled in this matter.
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:
See Exhibit Index attached.
b) Reports on Form 8-K:
None filed during the quarter ended June 30, 2004.
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/Martha L. Long
Martha L. Long
Senior Vice President
By: /s/Stephen B. Waters
Stephen B. Waters
Vice President
Date: August 16, 2004
CENTURY PENSION INCOME FUND XXIII
Exhibit Index
Exhibit Number
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)
10.22 Purchase and Sale Contract between Registrant and The Cadle
Company, dated March 6, 2003, (incorporated by reference to
the Current Report on Form 8-K dated March 31, 2003 and filed
on April 10, 2003).
10.23 Assignment of Purchase Agreement between The Cadle Company,
Inc. and Cadle's Commerce Plaza, LLC, dated March 31, 2003
(incorporated by reference to the Current Report on Form 8-K
dated March 31, 2003 and filed on April 10, 2003).
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.
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.
32.1 Certification Pursuant to 18 U.S.C. Section 1350, as
Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002.
Exhibit 31.1
CERTIFICATION
I, Martha L. Long, 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 small business issuer as of, and for, the periods presented in this
report;
4. The small business issuer'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 small business issuer 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
small business issuer, 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 small business issuer'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 small business
issuer's internal control over financial reporting that
occurred during the small business issuer's most recent fiscal
quarter (the small business issuer's fourth fiscal quarter in
the case of an quarterly report) that has materially affected,
or is reasonably likely to materially affect, the small
business issuer's internal control over financial reporting;
and
5. The small business issuer's other certifying officer(s) and I have
disclosed, based on our most recent evaluation of internal control over
financial reporting, to the small business issuer's auditors and the audit
committee of the small business issuer'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 small business issuer'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 small business
issuer's internal control over financial reporting.
Date: August 16, 2004
/s/Martha L. Long
Martha L. Long
Senior Vice President of Fox Capital
Management Corporation, equivalent of
the chief executive officer of the
Partnership
Exhibit 31.2
CERTIFICATION
I, Stephen B. Waters, 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 small business issuer as of, and for, the periods presented in this
report;
4. The small business issuer'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 small business issuer 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
small business issuer, 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 small business issuer'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 small business
issuer's internal control over financial reporting that
occurred during the small business issuer's most recent fiscal
quarter (the small business issuer's fourth fiscal quarter in
the case of an quarterly report) that has materially affected,
or is reasonably likely to materially affect, the small
business issuer's internal control over financial reporting;
and
5. The small business issuer's other certifying officer(s) and I have
disclosed, based on our most recent evaluation of internal control over
financial reporting, to the small business issuer's auditors and the audit
committee of the small business issuer'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 small business issuer'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 small business
issuer's internal control over financial reporting.
Date: August 16, 2004
/s/Stephen B. Waters
Stephen B. Waters
Vice President 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 June 30,
2004 as filed with the Securities and Exchange Commission on the date hereof
(the "Report"), Martha L. Long, as the equivalent of the Chief Executive Officer
of the Partnership, and Stephen B. Waters, 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/Martha L. Long
Name: Martha L. Long
Date: August 16, 2004
/s/Stephen B. Waters
Name: Stephen B. Waters
Date: August 16, 2004
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.