FORM 10-Q--QUARTERLY REPORT UNDER SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
[X] Quarterly Report Pursuant to Section 13 or 15(d) of The Securities
Exchange Act of 1934
For the quarterly period ended June 30, 1999
or
[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the transition period from to
Commission file number 0-14528
CENTURY PENSION INCOME FUND XXIII
(Exact name of registrant as specified in its charter)
California 94-2963120
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
55 Beattie Place, P.O. Box 1089
Greenville, South Carolina 29602
(Address of principal executive offices)
(864) 239-1000
(Registrant's telephone number)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X . No .
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
a)
CENTURY PENSION INCOME FUND XXIII
CONSOLIDATED BALANCE SHEETS
(in thousands, except unit data)
June 30, December 31,
1999 1998
(Unaudited) (Note)
Assets
Cash and cash equivalents $ 26,578 $ 11,698
Receivables and deposits 1,817 1,699
Other assets 601 286
Mortgage loan receivable 1,137 1,137
Deferred charges 913 1,037
Investment properties:
Land 11,447 15,970
Buildings and related personal property 47,047 63,332
58,494 79,302
Less accumulated depreciation (19,348) (24,790)
39,146 54,512
$ 70,192 $ 70,369
Liabilities and Partners' Deficit
Liabilities
Accounts payable $ 146 $ 40
Tenant security deposit liabilities 194 342
Accrued property taxes 359 675
Accrued interest - promissory notes 1,048 1,048
Accrued interest _ mortgage note payable 279 197
Other liabilities 196 342
Mortgage note payable 6,856 6,856
Non-recourse promissory notes:
Principal 41,939 41,939
Deferred interest payable 38,725 37,342
Minority interest in consolidated
joint ventures 7,886 7,861
Partners' Deficit
General partner's (1,431) (1,387)
Limited partners' (95,789 units issued and
outstanding at June 30, 1999 and
December 31, 1998) (26,005) (24,886)
(27,436) (26,273)
$ 70,192 $ 70,369
Note: The balance sheet at December 31, 1998, has been derived from the
audited financial statements at that date but does not include all of
the information and footnotes required by generally accepted
accounting principles for complete financial statements.
See Accompanying Notes to Consolidated Financial Statements
b)
CENTURY PENSION INCOME FUND XXIII
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(in thousands, except unit data)
Three Months Ended Six Months Ended
June 30, June 30,
1999 1998 1999 1998
Revenues:
Rental income $ 2,773 $ 2,763 $ 5,524 $ 5,562
Interest income on mortgage
loans 28 21 41 41
Other income 434 143 677 283
Total revenues 3,235 2,927 6,242 5,886
Expenses:
Operating 739 809 1,531 1,508
General and administrative 246 251 535 522
Depreciation 562 622 1,196 1,214
Interest on notes payable 207 207 414 414
Interest to promissory note
holders 1,215 1,215 2,431 2,431
Amortization of deferred
charges -- 106 52 216
Property taxes 373 379 764 738
Loss on disposal of
investment properties 436 -- 436 --
Total expenses 3,778 3,589 7,359 7,043
Loss before minority
interest in joint ventures'
operations (543) (662) (1,117) (1,157)
Minority interest in joint
ventures' operations 50 (99) (25) (246)
Net loss $ (493) $ (761) $ (1,142) $ (1,403)
Net loss allocated to
general partner $ (10) $ (15) $ (23) $ (28)
Net loss allocated to
limited partners (483) (746) (1,119) (1,375)
$ (493) $ (761) $ (1,142) $ (1,403)
Net loss per limited
partnership unit $ (5.04) $ (7.79) $ (11.68) $ (14.35)
See Accompanying Notes to Consolidated Financial Statements
c)
CENTURY PENSION INCOME FUND XXIII
CONSOLIDATED STATEMENTS OF CHANGES IN PARTNERS' DEFICIT
(Unaudited)
(in thousands, except unit data)
Limited
Partnership General Limited
Units Partner's Partners' Total
Original capital contributions 95,789 $ 958 $ 47,894 $ 48,852
Partners' deficit
at December 31, 1997 95,789 $(1,284) $(21,935) $(23,219)
Distribution to general partner -- (21) -- (21)
Net loss for the six months
ended June 30, 1998 -- (28) (1,375) (1,403)
Partners' deficit
at June 30, 1998 95,789 $(1,333) $(23,310) $(24,643)
Partners' deficit
at December 31, 1998 95,789 $(1,387) $(24,886) $(26,273)
Distribution to general partner -- (21) -- (21)
Net loss for the six months
ended June 30, 1999 -- (23) (1,119) (1,142)
Partners' deficit
at June 30, 1999 95,789 $(1,431) $(26,005) $(27,436)
See Accompanying Notes to Consolidated Financial Statements
d)
CENTURY PENSION INCOME FUND XXIII
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(in thousands)
Six Months Ended
June 30,
1999 1998
Cash flows from operating activities:
Net loss $ (1,142) $ (1,403)
Adjustments to reconcile net loss to net cash
provided by operating activities:
Depreciation 1,196 1,214
Amortization of deferred charges and lease
commissions 173 350
Minority interest in joint ventures' operations 25 246
Deferred interest on non-recourse promissory notes 1,383 1,383
Loss on disposal of investment properties 436 --
Change in accounts:
Receivables and deposits (118) (152)
Other assets (299) 48
Deferred charges -- 145
Accounts payable 106 (12)
Tenant security deposit liabilities (148) (16)
Accrued property taxes (316) 107
Other liabilities (146) (80)
Accrued interest on mortgage note payable 82 16
Net cash provided by operating activities 1,232 1,846
Cash flows from investing activities:
Property replacements, improvements (270) (297)
Lease commissions paid (260) (292)
Proceeds from sale of investment properties 14,199 --
Net cash provided by (used in) investing
activities 13,669 (589)
Cash flows used in financing activities:
Cash distributions to the general partner (21) (21)
Net increase in cash and cash equivalents 14,880 1,236
Cash and cash equivalents at beginning of period 11,698 9,366
Cash and cash equivalents at end of period $ 26,578 $ 10,602
Supplemental disclosure of cash flow information:
Cash paid for interest - notes payable $ 398 $ 398
Cash paid for interest - non-recourse promissory
notes $ 1,048 $ 1,048
See Accompanying Notes to Consolidated Financial Statements
e)
CENTURY PENSION INCOME FUND XXIII
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE A - GOING CONCERN
The accompanying consolidated financial statements have been prepared assuming
Century Pension Income Fund XXIII (the "Partnership" or "Registrant") will
continue as a going concern, which contemplates the realization of assets and
satisfaction of liabilities in the normal course of business. The Nonrecourse
Promissory Notes had a balance of principal and deferred interest of
approximately $80,000,000 at the maturity date of February 15, 1999; however,
such amount was not paid at maturity. As a result, the Partnership is currently
in default under the Nonrecourse Promissory Notes. Fox Capital Management
Corporation ("FCMC" or the "Managing General Partner") has contacted the
indenture trustee for the Nonrecourse Promissory Notes and certain holders of
Nonrecourse Promissory Notes regarding this default. In connection with these
conversations, the Managing General Partner has entered into a forbearance
agreement subsequent to June 30, 1999, for a specific period pursuant to which
the indenture trustee will agree not to exercise its rights with respect to the
Partnership's properties while the Partnership markets its properties for sale.
Under the terms of the forbearance agreement, the Partnership transfers its
excess cash flow and cash from the sale of its investment properties to the
indenture trustee. The indenture trustee will determine the amount of funds,
after reserves and trustee fees, to be paid to the noteholders. In conjunction
with the forbearance agreement closing, the Partnership made an approximately
$18,820,000 payment on the Notes to the indenture trustee consisting of
approximately $9,715,000 of the Partnership's share of the proceeds from the
sale of the Minneapolis Business Park Joint Venture investment properties and
approximately $9,105,000 of excess cash flow. The Managing General Partner
believes 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, it is likely that
the Partnership will lose its properties through delivery to auctioneer. These
conditions raise substantial doubt about the Partnership's ability to continue
as a going concern.
The consolidated financial statements do not include any adjustments relating to
the recoverability and classification of recorded asset amounts or the amounts
and classification of liabilities that might be necessary should the Partnership
be unable to continue as a going concern.
NOTE B - BASIS OF PRESENTATION
The accompanying unaudited consolidated financial statements of the Partnership
have been prepared in accordance with generally accepted accounting principles
for interim financial information and with the instructions to Form 10-Q and
Article 10 of Regulation S-X. Accordingly, they do not include all of the
information and footnotes required by generally accepted accounting principles
for complete financial statements. In the opinion of the Managing General
Partner, all adjustments (consisting of normal recurring accruals) considered
necessary for a fair presentation have been included. Operating results for the
three and six month periods ended June 30, 1999, are not necessarily indicative
of the results that may be expected for the fiscal year ending December 31,
1999. For further information, refer to the consolidated financial statements
and footnotes thereto included in the Partnership's Annual Report on Form 10-K
for the year ended December 31, 1998.
Principles of Consolidation
The consolidated financial statements include all of the accounts of the
Partnership and two joint ventures in which the Partnership has a controlling
interest. An affiliated partnership owns the minority interest in these joint
ventures. All significant intercompany transactions and balances have been
eliminated.
Certain reclassifications have been made to the 1998 information to conform to
the 1999 presentation.
NOTE C - 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 will have a material effect on the affairs and operations of
the Partnership.
NOTE D - TRANSACTIONS WITH AFFILIATED PARTIES
The Partnership has no employees and is dependent on the Managing General
Partner and its affiliates for the management and administration of all
partnership activities. The Partnership Agreement provides for certain payments
to affiliates for services and as reimbursement of certain expenses incurred by
affiliates on behalf of the Partnership. The following transactions with the
Managing General Partner and/or its affiliates were incurred during the six
months ended June 30, 1999 and 1998:
1999 1998
(in thousands)
Property management fees (included in
operating expense) $ 63 $ 81
Reimbursement for services of affiliates
(included in general and administrative,
and operating expenses) 95 125
Partnership management fee (included in
general and administrative expenses) 55 55
During the six months ended June 30, 1999 and 1998, 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
$63,000 and $60,000 for the six months ended June 30, 1999 and 1998,
respectively. For the six months ended June 30, 1998, an affiliate of the
Managing General Partner was entitled to receive varying percentages of gross
receipts from the Partnership's Coral Palm Plaza property for providing property
management services. The Partnership paid to such affiliate approximately
$21,000 for the six months ended June 30, 1998. Since October 1, 1998 (the
effective date of the Insignia Merger), these services have been provided for
Coral Palm Plaza by an unrelated party. For the Partnership's remaining
commercial properties, these services were provided by an unrelated party for
the six months ended June 30, 1999 and 1998.
An affiliate of the Managing General Partner received reimbursement of
accountable administrative expenses amounting to approximately $95,000 and
$125,000 for the six months ended June 30, 1999 and 1998, 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.
In each of the six months ended June 30, 1999 and 1998, 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. The partnership
management fee and partnership management incentive are limited by the
Partnership Agreement to ten percent of cash available for distribution before
interest payments to the Promissory Note holders and the partnership management
fee.
NOTE E - SALE OF INVESTMENT PROPERTIES
On June 1, 1999, Minneapolis Business Park Joint Venture ("Minneapolis"), a
joint venture in which the Partnership has a controlling interest, sold Alpha
Business Center, Plymouth Service Center, and Westpoint Service Center, to an
unaffiliated third party for net sales proceeds of approximately $14,199,000
after payment of closing costs. The Partnership's share of the net sales
proceeds is approximately $9,655,000 and the minority holder's share is
approximately $4,544,000, which was distributed subsequent to June 30, 1999.
Minneapolis realized a loss of approximately $436,000 on the sale during the
second quarter of 1999. The Partnership's share of the loss on the sale is
approximately $296,000 and the minority holder's share is approximately
$140,000, which was allocated to the minority holder through the minority
interest in joint ventures' operations during the second quarter of 1999.
The sales transactions are summarized as follows (amounts in thousands):
Net sale price, net of selling costs $ 14,199
Net real estate (1) (14,423)
Net other assets (212)
Loss on sale of real estate $ (436)
(1) Net of accumulated depreciation of approximately $6,638,000.
The following pro-forma information reflects the operations of the Partnership
for the six months ended June 30, 1999 and 1998, as if Alpha Business Center,
Plymouth Service Center, and Westpoint Service Center had been sold January 1,
1998.
1999 1998
(in thousands, except per unit data)
Revenues $ 4,689 $ 4,212
Net loss (1,180) (1,822)
Income per limited partnership unit (12.07) (18.64)
NOTE F - SEGMENT INFORMATION
Description of the types of products and services from which the reportable
segments derive their revenues: The Partnership has 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, one industrial
building located in California, and two shopping centers located in Kentucky and
Georgia. In addition, the Partnership also owns a controlling interest in one
joint venture whose property includes a shopping center located in Florida. The
Partnership also owns a controlling interest in one joint venture whose
properties were sold June 1, 1999.
Measurement of segment profit or loss: The Partnership evaluates performance
based on net income. 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, 1998.
Factors management used to identify the Partnership's reportable segments: The
Partnership's reportable segments consist of investment properties that offer
different products and services. The reportable segments are each managed
separately because they provide distinct services with different types of
products and customers.
Segment information for the six months ended June 30, 1999 and 1998, is shown in
the tables below (in thousands). The "Other" column includes partnership
administration related items and income and expense not allocated to reportable
segments.
1999
Residential Commercial Other Totals
Rental income $ 1,223 $ 4,301 $ -- $ 5,524
Interest income on mortgage loans -- -- 41 41
Other income 26 298 353 677
Interest expense 414 -- 2,431 2,845
Amortization of deferred costs -- -- 52 52
Depreciation 175 1,021 -- 1,196
General and administrative expense -- -- 535 535
Loss on sale of investment properties -- 436 -- 436
Minority interest in joint ventures'
operations -- (25) -- (25)
Segment profit (loss) 114 1,368 (2,624) (1,142)
Total assets 6,864 11,095 52,233 70,192
Capital expenditures for investment
properties 52 218 -- 270
1998
Residential Commercial Other Totals
Rental income $ 1,159 $ 4,403 $ -- $ 5,562
Interest income on mortgage loans -- -- 41 41
Other income 22 34 227 283
Interest expense 414 -- 2,431 2,845
Amortization of deferred costs -- -- 216 216
Depreciation 171 1,043 -- 1,214
General and administrative expense -- -- 522 522
Minority interest in joint ventures'
operations -- (246) -- (246)
Segment profit (loss) 90 1,408 (2,901) (1,403)
Total assets 8,891 49,278 11,779 69,948
Capital expenditures for investment
properties 64 233 -- 297
NOTE G - 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 complaint purports to assert claims on
behalf of a class of limited partners and derivatively on behalf of a number of
limited partnerships (including the Partnership) which are named as nominal
defendants, challenging the acquisition by Insignia and entities which were, at
the time, affiliates of Insignia ("Insignia Affiliates") of interests in certain
general partner entities, past tender offers by Insignia Affiliates as well as a
recently announced agreement between Insignia and AIMCO. The complaint seeks
monetary damages and equitable relief, including judicial dissolution of the
Partnership. On June 25, 1998, the Managing General Partner filed a motion
seeking dismissal of the action. In lieu of responding to the motion, the
plaintiffs filed an amended complaint. The Managing General Partner filed
demurrers to the amended complaint which were heard during February 1999. No
ruling on such demurrers has been received. The Managing General Partner does
not anticipate that costs associated with this case, if any, 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.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
The matters discussed in this Form 10-Q 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-Q 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 Partnership's business and
results of operation. 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, four business parks and two shopping centers, as well as one shopping
center owned by one consolidated joint venture between the Partnership and an
affiliated partnership. The following table sets forth the average physical
occupancy of each of the Partnership's investment properties, as well as for the
joint venture properties, for the six months ended June 30, 1999 and 1998:
Average
Occupancy
Property 1999 1998
Commerce Plaza 100% 100%
Tampa, Florida
Regency Centre 99% 90%
Lexington, Kentucky
Highland Park III 93% 90%
Charlotte, North Carolina
Interrich Plaza 95% 100%
Richardson, Texas
Centre Stage Shopping Center 97% 96%
Norcross, Georgia
The Enclaves 97% 94%
Atlanta, Georgia
Medtronics 100% 100%
Irvine, California
CORAL PALM PLAZA JOINT VENTURE:
Coral Palm Plaza 62% 69%
Coral Springs, Florida
The Managing General Partner attributes the increase in occupancy at Regency
Centre to an expanding local economy creating a demand for retail space in the
area which resulted in three tenants, occupying approximately 12% of the total
square footage, signing leases since March 31, 1998. Occupancy at Interrich
Plaza decreased due to a tenant not renewing its lease. Occupancy at Highland
Park III increased due to 2,275 square feet of space being leased to a new
tenant. Occupancy at the Enclaves increased due to a more aggressive marketing
campaign at the property. Occupancy at Coral Palm Plaza decreased as a result
of the three tenants vacating the property during 1998.
Results of Operations
The Partnership's loss before minority interest in the joint ventures'
operations was approximately $1,117,000 for the six months ended June 30, 1999,
compared to approximately $1,157,000 for the corresponding period in 1998. The
Partnership's loss before minority interest in the joint ventures' operations
was approximately $543,000 for the three months ended June 30, 1999, compared to
approximately $662,000 for the corresponding period in 1998. The decrease in
loss is attributable to an increase in total revenues which more than offset an
increase in total expenses. The increase in total revenues is attributable to
an increase in other income partially offset by a decrease in rental income.
The increase in other income is primarily due to a lease buyout fee received
from a tenant at Medtronics. Rental income decreased primarily due to bad debt
expense recognized at the Coral Palm Plaza property related to the decline in
the physical occupancy at the property (see discussion above) and due to a
decrease in tenant reimbursements at a number of the Partnership's commercial
properties.
The increase in total expenses is primarily attributable to increases in
property tax expenses in addition to the loss on the disposal of the investment
properties in the Minneapolis Business Park Joint Venture (see discussion
below). These increases were partially offset by a decrease in amortization of
deferred charges. Property tax expense increased for the six months ended June
30, 1999 due to a reduction of the 1998 property tax expense for the Coral Palm
Plaza property resulting from a successful appeal of 1997 property taxes. The
decrease in amortization of deferred charges is due to the fact that partnership
level deferred charges became fully amortized during the six month period ended
June 30, 1999. Interest expense remained consistent for both six month periods.
The net loss for the six months ended June 30, 1999 was approximately $1,142,000
compared to approximately $1,403,000 for the same period of 1998. The net loss
for the three months ended June 30, 1999, was approximately $493,000 compared to
approximately $761,000 for the same period in 1998. The minority interest in
joint ventures' operations decreased from approximately $246,000 at June 30,
1998, to approximately $25,000 at June 30, 1999. The Partnership owns a
majority interest in two joint venture operations with an affiliated
partnership. The decrease in minority interest is primarily due to a decrease
in net income for Coral Palm Joint Venture and the sale of Minneapolis Business
Park Joint Venture. The decrease in net income for Coral Palm Plaza Joint
Venture for the six months ended June 30, 1999 is primarily due to the
occupancy-related issues and the increase in property tax expense as discussed
above. The decrease in net income for Minneapolis Business Parks Joint Venture
for the six months ended June 30, 1999, as compared to the same period of 1998
is primarily attributable to an increase in depreciation expense as a result of
depreciable assets placed in service over the last twelve months. Also
contributing to the decrease in net income is an increase in operating expenses
primarily due to increased maintenance expense at the joint venture's properties
during the six months ended June 30, 1999.
Included in general and administrative expenses at both June 30, 1999 and 1998,
are management reimbursements to the Managing General Partner allowed under the
Partnership Agreement. In addition, costs associated with the quarterly and
annual communications with investors and regulatory agencies and the annual
audit required by the Partnership Agreement are also included.
On June 1, 1999, Minneapolis Business Park Joint Venture ("Minneapolis"), a
joint venture in which the Partnership has a controlling interest, sold Alpha
Business Center, Plymouth Service Center, and Westpoint Service Center, to an
unaffiliated third party for net sales proceeds of approximately $14,199,000
after payment of closing costs. The Partnership's share of the net sales
proceeds is approximately $9,655,000 and the minority holder's share is
approximately $4,544,000, which was distributed subsequent to June 30, 1999.
Minneapolis realized a loss of approximately $436,000 on the sale during the
second quarter of 1999. The Partnership's share of the loss on the sale is
approximately $296,000 and the minority holder's share is approximately
$140,000, which was allocated to the minority holder through the minority
interest in joint ventures' operations during the second quarter of 1999.
As part of the ongoing business plan of the Partnership, the Managing General
Partner monitors the rental market environment of its investment properties to
assess the feasibility of increasing rents, maintaining or increasing occupancy
levels and protecting the Partnership from increases in expense. As part of
this plan, the Managing General Partner attempts to protect the Partnership from
the burden of inflation-related increases in expenses by increasing rents and
maintaining a high overall occupancy level. However, due to changing market
conditions, which can result in the use of rental concessions and rental
reductions to offset softening market conditions, there is no guarantee that the
Managing General Partner will be able to sustain such a plan.
Liquidity and Capital Resources
At June 30, 1999, the Partnership had cash and cash equivalents of approximately
$26,578,000 compared to approximately $10,602,000 at June 30, 1998. The net
increase in cash and cash equivalents for the six months ended June 30, 1999,
from the Partnership's year ended December 31, 1998, was approximately
$14,880,000. This increase is due to approximately $1,232,000 of net cash
provided by operating activities, approximately $13,669,000 of cash provided by
investing activities, slightly offset by approximately $21,000 of cash used in
financing activities. Cash provided by investing activities consisted of
proceeds received from the sale of investment properties partially offset by
property improvements and replacements and payment of lease commissions. Cash
used in financing activities consisted of cash distributed to the general
partner. The Partnership invests its working capital reserves in money market
accounts.
The Partnership's Enclaves property is secured by mortgage indebtedness of
approximately $6,856,000, which requires interest only payments with a balloon
payment due in 2001. In addition, in order to finance the purchase of its
properties, the Partnership sold Nonrecourse Pension Investor Notes with an
aggregate original principal amount of $41,939,000 (the "Notes"). Pursuant to
the terms of the Notes, the Partnership was required to pay interest at a rate
of 5% per annum on the Notes, and accrue the additional 5% (1986 Notes) and 7%
(1985 Notes) per annum due on the Notes. The Notes are secured by all of the
Partnership's properties. The Nonrecourse Promissory Notes had a balance of
principal and deferred interest of approximately $80,000,000 at the maturity
date of February 15, 1999; however, such amount was not paid at maturity. As a
result, the Partnership is currently in default under the Nonrecourse Promissory
Notes. The Managing General Partner has contacted the indenture trustee for the
Nonrecourse Promissory Notes and certain holders of Nonrecourse Promissory Notes
regarding this default. In connection with these conversations, the Managing
General Partner has entered into a forbearance agreement subsequent to June 30,
1999 for a specific period pursuant to which the indenture trustee will agree
not to exercise its rights with respect to the Partnership's properties while
the Partnership markets its properties for sale. Under the terms of the
forbearance agreement, the Partnership transfers its excess cash flow and cash
from the sale of its investment properties to the indenture trustee. The
indenture trustee will determine the amount of funds, after reserves and trustee
fees, to be paid to the noteholders. In conjunction with the forbearance
agreement closing, the Partnership made an approximately $18,820,000 payment on
the Notes to the indenture trustee consisting of approximately $9,715,000 of the
Partnership's share of the proceeds from the sale of the Minneapolis Business
Park Joint Venture investment properties and approximately $9,105,000 of excess
cash flow. There can be no assurance, however, that the Partnership can sell
its properties or as to the net sales proceeds generated. The Managing General
Partner believes 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 is unsuccessful in selling its properties for
sufficient value, it is likely that the Partnership will lose its properties
through delivery to auctioneer. If the properties are delivered to auctioneer,
the Partnership would be dissolved, any available cash would be distributed to
the noteholders and the limited partners would lose their investment in the
Partnership. It is expected that the Partnership would recognize a gain for tax
purposes if the properties were delivered to auctioneer.
In light of the maturity of the Notes, no distributions were made to the limited
partners for the six months ended June 30, 1999 or 1998. In accordance with the
Partnership Agreement, the general partner received cash distributions equal to
2% of the interest payments on the Nonrecourse Promissory Notes (approximately
$21,000) during each of the six months ended June 30, 1999 and 1998.
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 six months ended June 30, 1999, the Partnership expended
approximately $85,000 for capital improvements at Commerce Plaza consisting
primarily of building improvements and tenant improvements. These improvements
were funded from operating cash flow. Based on a report received from an
independent third party consultant analyzing necessary exterior improvements and
estimates made by the Managing General Partner on interior improvements, it is
estimated that the property requires approximately $87,000 of capital
improvements over the next several years. The Partnership has budgeted, but is
not limited to, capital improvements of approximately $41,000 for 1999 at this
property which include certain of the required improvements and consist of
tenant improvements.
Regency Centre
During the six months ended June 30, 1999, the Partnership completed
approximately $17,000 for tenant improvements at Regency Centre which were
funded from operating cash flow. Based on a report received from an independent
third party consultant analyzing necessary exterior improvements and estimates
made by the Managing General Partner on interior improvements, it is estimated
that the property requires approximately $127,000 of capital improvements over
the next several years. The Partnership has budgeted, but is not limited to,
capital improvements of approximately $48,000 for 1999 at this property which
include certain of the required improvements and consist of tenant improvements.
Highland Park III
During the six months ended June 30, 1999, the Partnership completed
approximately $44,000 of tenant improvements at Highland Park III which were
funded from operating cash flow. Based on a report received from an independent
third party consultant analyzing necessary exterior improvements and estimates
made by the Managing General Partner on interior improvements, it is estimated
that the property requires approximately $243,000 of capital improvements over
the next several years. The Partnership has budgeted, but is not limited to,
capital improvements of approximately $110,000 for 1999 at this property which
include certain of the required improvements and consist of tenant improvements.
Interrich Plaza
During the six months ended June 30, 1999, the Partnership did not complete any
capital or tenant improvements at Interrich Plaza. Based on a report received
from an independent third party consultant analyzing necessary exterior
improvements and estimates made by the Managing General Partner on interior
improvements, it is estimated that the property requires approximately $79,000
of capital improvements over the next several years. The Partnership has
budgeted, but is not limited to, capital improvements of approximately $16,000
for 1999 at this property which include certain of the required improvements and
consist of tenant improvements.
Centre Stage
During the six months ended June 30, 1999, the Partnership expended
approximately $6,000 for tenant improvements at Centre Stage which were funded
from operating cash flow. Based on a report received from an independent third
party consultant analyzing necessary exterior improvements and estimates made by
the Managing General Partner on interior improvements, it is estimated that the
property requires approximately $131,000 of capital improvements over the next
several years. The Partnership has budgeted, but is not limited to, capital
improvements of approximately $17,000 for 1999 at this property which include
certain of the required improvements and consist of tenant improvements.
The Enclaves
During the six months ended June 30, 1999, the Partnership expended
approximately $52,000 for capital improvements at The Enclaves consisting
primarily of floor covering and appliance replacements. These improvements were
funded from operating cash flow. Based on a report received from an independent
third party consultant analyzing necessary exterior improvements and estimates
made by the Managing General Partner on interior improvements, it is estimated
that the property requires approximately $1,020,000 of capital improvements over
the next several years. The Partnership has budgeted, but is not limited to,
capital improvements of approximately $477,000 for 1999 at this property which
include certain of the required improvements and consist of landscaping, carpet
replacement and roof repairs.
Medtronics
During the six months ended June 30, 1999, the Partnership did not complete any
capital or tenant improvements at Medtronics. Based on a report received from
an independent third party consultant analyzing necessary exterior improvements
and estimates made by the Managing General Partner on interior improvements, it
is estimated that the property requires approximately $23,000 of capital
improvements over the next several years. The Partnership has budgeted, but is
not limited to, capital improvements of approximately $426,000 for 1999 at this
property which include certain of the required improvements and consist of
tenant improvements.
Coral Palm Plaza
During the six months ended June 30, 1999, the Partnership did not complete any
capital or tenant improvements at Coral Palm Plaza. Capital improvements
budgeted for 1999 include, but are not limited to, tenant improvements, which
are expected to cost approximately $80,000.
Alpha Business Center
During the six months ended June 30, 1999, the Partnership expended
approximately $34,000 for building and tenant improvements at Alpha Business
Center. This property was sold on June 1, 1999.
Westpoint Business Center
During the six months ended June 30, 1999, the Partnership expended
approximately $32,000 for capital improvements at West Point Business Center
consisting of tenant improvements. This property was sold on June 1, 1999.
Year 2000 Compliance
General Description of the Year 2000 Issue and the Nature and Effects of the
Year 2000 on Information Technology (IT) and Non-IT Systems
The Year 2000 issue is the result of computer programs being written using two
digits rather than four digits to define the applicable year. The Partnership
is dependent upon the Managing General Partner and its affiliates for management
and administrative services ("Managing Agent"). Any of the computer programs or
hardware that have date-sensitive software or embedded chips may recognize a
date using "00" as the year 1900 rather than the year 2000. This could result
in a system failure or miscalculations causing disruptions of operations,
including, among other things, a temporary inability to process transactions,
send invoices, or engage in similar normal business activities.
Over the past two years, the Managing Agent has determined that it will be
required to modify or replace significant portions of its software and certain
hardware so that those systems will properly utilize dates beyond December 31,
1999. The Managing Agent presently believes that with modifications or
replacements of existing software and certain hardware, the Year 2000 issue can
be mitigated. However, if such modifications and replacements are not made, or
not completed in time, the Year 2000 issue could have a material impact on the
operations of the Partnership.
The Managing Agent's plan to resolve Year 2000 issues involves four phases:
assessment, remediation, testing, and implementation. To date, the Managing
Agent has fully completed its assessment of all the information systems that
could be significantly affected by the Year 2000, and has begun the remediation,
testing and implementation phases on both hardware and software systems.
Assessments are continuing in regards to embedded systems. The status of each
is detailed below.
Status of Progress in Becoming Year 2000 Compliant, Including Timetable for
Completion of Each Remaining Phase
Computer Hardware:
During 1997 and 1998, the Managing Agent identified all of the computer systems
at risk and formulated a plan to repair or replace each of the affected systems.
In August 1998, the main computer system used by the Managing Agent became fully
functional. In addition to the main computer system, PC-based network servers,
routers and desktop PCs were analyzed for compliance. The Managing Agent has
begun to replace each of the non-compliant network connections and desktop PCs
and, as of June 30, 1999, had completed approximately 90% of this effort.
The total cost to the Managing Agent to replace the PC-based network servers,
routers and desktop PCs is expected to be approximately $1.5 million of which
$1.3 million has been incurred to date. The remaining network connections and
desktop PCs are expected to be upgraded to Year 2000 compliant systems by
September 30, 1999. The completion of this process is scheduled to coincide
with the release of a compliant version of the Managing Agent's operating
system.
Computer Software:
The Managing Agent utilizes a combination of off-the-shelf, commercially
available software programs as well as custom-written programs that are designed
to fit specific needs. Both of these types of programs were studied, and
implementation plans written and executed with the intent of repairing or
replacing any non-compliant software programs.
In April, 1999 the Managing Agent embarked on a data center consolidation
project that unifies its core financial systems under its Year 2000 compliant
system. The estimated completion date for this project is October, 1999.
During 1998, the Managing Agent began converting the existing property
management and rent collection systems to its management properties Year 2000
compliant systems. The estimated additional costs to convert such systems at all
properties, is $200,000, and the implementation and testing process was
completed in June, 1999.
The final software area is the office software and server operating systems.
The Managing Agent has upgraded all non-compliant office software systems on
each PC and has upgraded 90% of the server operating systems. The remaining
server operating systems are planned to be upgraded to be Year 2000 compliant by
September, 1999. The completion of this process is scheduled to coincide with
the release of a compliant version of the Managing Agent's operating system.
Operating Equipment:
The Managing Agent has operating equipment, primarily at the property sites,
which needed to be evaluated for Year 2000 compliance. In September 1997, the
Managing Agent began taking a census and inventory of embedded systems
(including those devices that use time to control systems and machines at
specific properties, for example elevators, heating, ventilating, and air
conditioning systems, security and alarm systems, etc.).
The Managing Agent has chosen to focus its attention mainly upon security
systems, elevators, heating, ventilating and air conditioning systems, telephone
systems and switches, and sprinkler systems. While this area is the most
difficult to fully research adequately, management has not yet found any major
non-compliance issues that put the Managing Agent at risk financially or
operationally.
A pre-assessment of the properties by the Managing Agent has indicated no Year
2000 issues. A complete, formal assessment of all the properties by the
Managing Agent is in process and will be completed in September, 1999. Any
operating equipment that is found non-compliant will be repaired or replaced.
The total cost incurred for all properties managed by the Managing Agent as of
June 30, 1999 to replace or repair the operating equipment was approximately
$75,000. The Managing Agent estimates the cost to replace or repair any
remaining operating equipment is approximately $125,000.
The Managing Agent continues to have "awareness campaigns" throughout the
organization designed to raise awareness and report any possible compliance
issues regarding operating equipment within its enterprise.
Nature and Level of Importance of Third Parties and Their Exposure to the Year
2000
The Managing Agent continues to conduct surveys of its banking and other vendor
relationships to assess risks regarding their Year 2000 readiness. The Managing
Agent has banking relationships with three major financial institutions, all of
which have indicated their compliance efforts will be complete before July,
1999. The Managing Agent has updated data transmission standards with all of the
financial institutions. The Managing Agent's contingency plan in this regard is
to move accounts from any institution that cannot be certified Year 2000
compliant by September 1, 1999.
The Partnership does not rely heavily on any single vendor for goods and
services, and does not have significant suppliers and subcontractors who share
information systems (external agent). To date the Partnership is not aware of
any external agent with a Year 2000 compliance issue that would materially
impact the Partnership's results of operations, liquidity, or capital resources.
However, the Partnership has no means of ensuring that external agents will be
Year 2000 compliant.
The Managing Agent does not believe that the inability of external agents to
complete their Year 2000 remediation process in a timely manner will have a
material impact on the financial position or results of operations of the
Partnership. However, the effect of non-compliance by external agents is not
readily determinable.
Costs to Address Year 2000
The total cost of the Year 2000 project to the Managing Agent is estimated at
$3.5 million and is being funded from operating cash flows. To date, the
Managing Agent has incurred approximately $2.9 million ($0.7 million expensed
and $2.2 million capitalized for new systems and equipment) related to all
phases of the Year 2000 project. Of the total remaining project costs,
approximately $0.5 million is attributable to the purchase of new software and
operating equipment, which will be capitalized. The remaining $0.2 million
relates to repair of hardware and software and will be expensed as incurred.
The Partnership's portion of these costs are not material.
Risks Associated with the Year 2000
The Managing Agent believes it has an effective program in place to resolve the
Year 2000 issue in a timely manner. As noted above, the Managing Agent has not
yet completed all necessary phases of the Year 2000 program. In the event that
the Managing Agent does not complete any additional phases, certain worst case
scenarios could occur. The worst case scenarios could include elevators,
security and heating, ventilating and air conditioning systems that read
incorrect dates and operate with incorrect schedules (e.g., elevators will
operate on Monday as if it were Sunday). Although such a change would be
annoying to residents, it is not business critical.
In addition, disruptions in the economy generally resulting from Year 2000
issues could also adversely affect the Partnership. The Partnership could be
subject to litigation for, among other things, computer system failures,
equipment shutdowns or failure to properly date business records. The amount of
potential liability and lost revenue cannot be reasonably estimated at this
time.
Contingency Plans Associated with the Year 2000
The Managing Agent has contingency plans for certain critical applications and
is working on such plans for others. These contingency plans involve, among
other actions, manual workarounds and selecting new relationships for such
activities as banking relationships and elevator operating systems.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Partnership is exposed to market risks from adverse changes in interest
rates. In this regard, changes in U.S. interest rates affect the interest
earned on the Partnership's cash and cash equivalents as well as interest paid
on its indebtedness. As a policy, the Partnership does not engage in speculative
or leveraged transactions, nor does it hold or issue financial instruments for
trading purposes. The Partnership is exposed to changes in interest rates
primarily as a result of its borrowing activities used to maintain liquidity and
fund business operations. To mitigate the impact of fluctuations in U.S.
interest rates, the Partnership maintains its debt as fixed rate in nature by
borrowing on a long-term basis. Based on interest rates at June 30, 1999, a 1%
increase or decrease in market interest rates would not have a material impact
on the Partnership.
The following table summarizes the Partnership's debt obligations at December
31, 1998, the Partnership's latest fiscal year end. The interest rates
represent the weighted-average rates. The fair value of the debt obligations
approximated the recorded value as of December 31, 1998.
Principal amount by expected maturity:
Long term debt Fixed Rate Debt Average Interest Rate
1999 $41,939 11.60%
2000 -- --
2001 6,856 12.06%
Thereafter -- --
Total $48,795
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 complaint purports to assert claims on
behalf of a class of limited partners and derivatively on behalf of a number of
limited partnerships (including the Partnership) which are named as nominal
defendants, challenging the acquisition by Insignia and entities which were, at
the time, affiliates of Insignia ("Insignia Affiliates") of interests in certain
general partner entities, past tender offers by Insignia Affiliates as well as a
recently announced agreement between Insignia and AIMCO. The complaint seeks
monetary damages and equitable relief, including judicial dissolution of the
Partnership. On June 25, 1998, the Managing General Partner filed a motion
seeking dismissal of the action. In lieu of responding to the motion, the
plaintiffs filed an amended complaint. The Managing General Partner filed
demurrers to the amended complaint which were heard during February 1999. No
ruling on such demurrers has been received. The Managing General Partner does
not anticipate that costs associated with this case, if any, will be material to
the Partnership's overall operations.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
a) Exhibits:
Exhibit 27, Financial Data Schedule, is filed as an exhibit to this
report.
b) Current Report on Form 8-K filed on June 15, 1999 disclosing the sale
of the three properties owned by Minneapolis Business Park Joint
Venture.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
CENTURY PENSION INCOME FUND XXIII
By: Fox Partners V
Its General Partner
By: Fox Capital Management Corporation
Its Managing General Partner
By: /s/ Patrick J. Foye
Patrick J. Foye
Executive Vice President
By: /s/ Carla R. Stoner
Carla R. Stoner
Senior Vice President
Finance and Administration
Date: August 13, 1999