FORM 10-KSB--ANNUAL OR TRANSITIONAL REPORT
UNDER SECTION 13 OR 15(d)
(As last amended by 34-31905, eff. 4/26/93)
FORM 10-KSB
[X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934 [No Fee Required]
For the fiscal year ended December 31, 1996
or
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 [No Fee Required]
For the transition period.........to.........
Commission file number 0-14578
HCW PENSION REAL ESTATE FUND LIMITED PARTNERSHIP
(Name of small business issuer in its charter)
Massachusetts 04-2825863
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
One Insignia Financial Plaza, P.O. Box 1089
Greenville, South Carolina 29602
(Address of principal executive offices) (Zip Code)
Issuer's telephone number (864) 239-1000
Securities registered under Section 12(b) of the Exchange Act:
None
Securities registered under Section 12(g) of the Exchange Act:
Units of Limited Partnership Interest
(Title of class)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act of 1934 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
Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure will be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB. [X]
State issuer's revenues for its most recent fiscal year. $3,143,000
State the aggregate market value of the voting partnership interests by non-
affiliates computed by reference to the price at which the partnership interests
were sold, or the average bid and asked prices of such partnership interests, as
of a specified date within the past 60 days. Market value information for the
Registrant is not available. Should a trading market develop for these
interests, it is management's belief that such trading would not exceed
$25,000,000.
DOCUMENTS INCORPORATED BY REFERENCE
None
PART I
Item 1. Description of Business
HCW Pension Real Estate Fund Limited Partnership (the "Partnership" or
"Registrant") is a publicly-held limited partnership organized on April 30,
1984, under the Uniform Limited Partnership Act of the Commonwealth of
Massachusetts. The General Partner of the Partnership is HCW General Partner
Ltd., (the "General Partner"). HCW General Partner Ltd. is a Texas limited
partnership whose sole general partner is IH, Inc. ("Managing General Partner").
On April 20, 1994, Hampton Realty Partners, L.P. ("Hampton Partners"), the owner
of all of the limited partner interest in the General Partner, and the
shareholders of Hampton UREF Acquisition Corp. ("Hampton Corp."), the general
partner of the General Partner and Hampton UREF Management, Ltd. ("UREF
Management", an affiliate of Hampton Corp.), entered into a Purchase Agreement
(the "Purchase Agreement") with Insignia Financial Group, Inc. ("Insignia") and
several of its affiliates whereby affiliates of Insignia would purchase all of
the limited partner interest in the General Partner and UREF Management, all of
the outstanding stock of Hampton Corp. and certain assets related to three other
limited partnerships. During the term of the Purchase Agreement, affiliates of
Insignia provided property management and partnership administration services to
the Partnership pursuant to subcontracts between Insignia and UREF Management,
the holder of the contracts to provide property management and portfolio
services to the Partnership.
On August 8, 1994, Hampton Corp. assigned its ownership interests in HCW
General Partner, Ltd., formerly known as Hampton HCW General Partner Ltd., to
IH, Inc., an affiliate of Insignia and Metropolitan Asset Enhancement, L.P. As
a result, IH, Inc. now possesses the sole authority to direct and manage HCW
General Partner, Ltd., which is the sole general partner of the Partnership.
HCW General Partner, Ltd. is the successor general partner to First HCW Pension
Real Estate, Inc., a wholly-owned subsidiary of North American Mortgage
Investors, Inc. and WBK Associates Two Limited Partnership, a Massachusetts
limited partnership, the general partner of which is Southmark Investment Group,
Inc. A special meeting of the Limited Partners of HCW Pension Real Estate Fund
Limited Partnership was held on November 19, 1993, pursuant to a call by First
HCW Pension Real Estate, Inc. for the purpose of considering a proposal in which
Hampton HCW General Partner, Ltd. would substitute as the new general partner of
the Partnership. On motion made and carried by the affirmative vote of 10,172
units in favor of the proposal, the proposal was adopted. Hampton HCW General
Partner, Ltd. officially became the General Partner on December 16, 1993. The
address of the General Partner is One Insignia Financial Plaza, P.O. Box 1089,
Greenville, South Carolina 29602.
Prior to December 14, 1992, the Managing General Partner, First HCW Pension Real
Estate, Inc., authorized the business of the Partnership to be managed by McNeil
Real Estate Management, Inc. ("McREMI"), an affiliate of Robert A. McNeil
("McNeil"). On December 14, 1992, SHL Properties Realty Advisors, Inc. ("SHL")
began managing the day-to-day operations of the Partnership. In August 1993,
SHL changed its name to Hampton Realty Advisors, Inc. ("Hampton').
On August 17, 1984, the Partnership registered with the Securities and Exchange
Commission ("SEC") under the Securities Act of 1933 (File No. 0-14578) and
commenced a public offering for sale of $25,000,000 of Limited Partnership
Units. The Limited Partnership Units represent equity interests in the
Partnership and entitle the holders thereof to participate in certain
allocations and distributions of the Partnership. The sale of Limited
Partnership Units closed on March 14, 1986, with 15,698 units sold at $1,000
each, or gross proceeds of $15,698,000 to the Partnership.
Pursuant to the purchase agreement dated August 8, 1994, affiliates of IH, Inc.
acquired certain assets from Hampton Realty Partners, L.P. and its affiliates,
service contract rights to all partnerships affiliated with Hampton Realty, L.P.
and receivables from partnerships other than the Partnership. In addition, an
affiliate of Metropolitan Asset Enhancement, L.P. acquired the limited
partnership interest in HCW General Partner, Ltd. on August 8, 1994.
As previously reported, affiliates of Insignia commenced providing property
management and administrative services to the Partnership on April 21, 1994.
Such services continued to be performed by the Insignia affiliates on the same
terms after August 8, 1994.
A further description of the Partnership's business is included in Management's
Discussion and Analysis or Plan of Operation included in "Item 6" of this Form
10-KSB.
The Registrant has no employees. Management and administrative services are
performed by HCW General Partner, Ltd., the General Partner, and by Insignia
Residential Group, L.P., an affiliate of Insignia Financial Group, Inc.
("Insignia"). Pursuant to a management agreement between them, Insignia
affiliates provide property management services to the Registrant.
The real estate business in which the Partnership is engaged is highly
competitive and the Partnership is not a significant factor in this industry.
The Registrant's properties are subject to competition from similar properties
in the vicinities in which they are located. In addition, various limited
partnerships have been formed by related parties to engage in business which may
be competitive with the Registrant.
Item 2. Description of Properties
The following table sets forth the Registrant's investments in properties:
Date of
Property Purchase Type of Ownership Use
Lewis Park Apartments 11/86 Fee ownership Apartment
Carbondale, Illinois 269 units
Highland Professional Tower 10/92 Fee ownership Office Bldg.
Kansas City, Missouri 104,312 sq.ft.
Schedule of Properties:
(dollar amounts in thousands)
Gross
Carrying Accumulated Federal
Property Value Depreciation Rate Method Tax Basis
Lewis Park Apartments $ 9,156 $3,415 5-40 S/L $ 6,528
Highland Professional
Tower 5,221 856 5-25 S/L 4,733
$14,377 $4,271 $11,261
See "Note A" to financial statements in "Item 7" for descriptions of the
Partnership's depreciation policy.
Average annual rental rate and occupancy for 1996 and 1995 for each property:
Average Annual Average Annual
Rental Rates Occupancy
Property 1996 1995 1996 1995
Lewis Park Apartments $7,548/unit $7,595/unit 84% 78%
Highland Professional Tower 13.16/sq.ft. 13.13/sq.ft. 85% 94%
The Managing General Partner attributes the increase in occupancy at Lewis Park
to aggressive leasing and marketing efforts and the increase of units available
to rent due to improvements and repairs. The average occupancy of the property
fluctuates with college students who lease at the property while attending
school. The decrease in occupancy at Highland Professional Tower is
attributable to tenants not renewing their leases due to deferred maintenance
that needs to be performed at the property. The Managing General Partner plans
to start renovating and repairing Highland Professional Tower's common areas
during the year ending December 31, 1997.
As noted under "Item 1. Description of Business," the real estate industry is
highly competitive. All of the properties of the Partnership are subject to
competition from other residential apartment complexes and commercial buildings
in the area. The Managing General Partner believes that all of the properties
are adequately insured. The multi-family residential tenants' lease terms are
for one year or less. No residential or commercial tenants lease 10% or more of
the available rental space.
Schedule of Lease Expirations:
The following is a schedule of the commercial lease expirations for the years
1997 and thereafter (dollar amounts in thousands):
Number of % of Gross
Expirations Square Feet Annual Rent Annual Rent
1997 4 11,442 $ 164 14.00%
1998 8 13,791 184 15.66%
1999 3 2,929 47 4.02%
2000 4 2,283 43 3.68%
2001 2 2,468 39 3.33%
2002 0 0 0 0
2003 1 9,471 155 13.25%
The principal businesses of the tenants located at Highland Professional Tower
are medical practices.
Real estate taxes and rates in 1996 for each property were (dollar amounts in
thousands):
1996 1996
Billing Rate
Lewis Park Apartments $235 9.87%
Highland Professional Tower 141 9.33%
Item 3. Legal Proceedings
The Registrant is unaware of any pending or outstanding litigation that is not
of a routine nature. The Managing General Partner of the Registrant believes
that all such matters are adequately covered by insurance and will be resolved
without a material adverse effect upon the Partnership's financial condition,
results of operations, or liquidity. (See "Note D" of financial statements.)
Item 4. Submission of Matters to a Vote of Security Holders
During the fourth quarter of 1996, no matter was submitted to a vote of security
holders through the solicitation of proxies or otherwise.
PART II
Item 5. Market for the Registrant's Units of Limited Partnership and Related
Partner Matters
There is no established market for the Units and it is not anticipated that any
will occur in the foreseeable future. As of December 31, 1996, there were 1,616
holders of record owning an aggregate of 15,698 units. Distributions of
approximately $294,000 and approximately $451,000 were made to the limited
partners in 1996 and 1995, respectively. Additionally, distributions of
approximately $6,000 and $9,000 were made to the General Partner in 1996 and
1995, respectively. Future distributions will depend on the levels of cash
generated from operations, refinancings, property sales, and the availability of
cash reserves.
Item 6. Management's Discussion and Analysis or Plan of Operation
This item should be read in conjunction with the financial statements and other
items contained elsewhere in this report.
Results of Operations
The Partnership's net income as shown in the financial statements for the year
ended December 31, 1996, was approximately $376,000 versus approximately
$371,000 for the year ended December 31, 1995, (see "Note B" of the financial
statements for a reconciliation of these amounts to the Partnership's federal
taxable income). The net income of the partnership remained consistent from
1995 to 1996. Occupancy at Lewis Park continued to increase as a result of
aggressive leasing campaigns, while occupancy at Highlands Tower decreased due
to several month-to-month tenants moving out. The net effect of this activity
was a 2.7% decrease in rental income. Other income increased as a result of
increased pet fees and an increase in enforcement of the policy for charging and
collecting cleaning and damage fees at Lewis Park. Maintenance cost decreased
due to the deferral of several maintenance projects during 1996 at the
Highlands. Management plans to resume these projects in 1997. Included in
maintenance expense is approximately $83,000 of major repairs and maintenance
comprised primarily of major landscaping, window coverings, parking lot repairs
and interior and exterior building improvements for the year ended December 31,
1996. In addition, there were no casualty gains or losses in 1996 as compared
to a loss of approximately $18,000 from ice damage at Lewis Park in 1995.
In 1995, the Partnership recorded a casualty loss resulting from ice damage to
the roofs and interiors of two buildings at Lewis Park Apartments. Although the
damage was covered by insurance, the damage resulted in a loss of approximately
$18,000, arising from proceeds received from the insurance carrier of
approximately $181,000 which were less than the basis of the property plus
expenses to replace the roofs and interiors damaged.
As part of the ongoing business plan of the Partnership, the Managing General
Partner monitors the rental market environment of each of its investment
properties to assess the feasibility of increasing rents, maintaining or
increasing occupancy levels and protecting the Partnership from increases in
expenses. As part of this plan the Managing General Partner attempts to protect
the Partnership from the burden of inflation-related increases in expenses by
increasing rents and maintaining a high overall occupancy level. However, due
to changing market conditions, which can result in the use of rental concessions
and rental reductions to offset softening market conditions, there is no
guarantee that the Managing General Partner will be able to sustain such a plan.
Liquidity and Capital Resources
At December 31, 1996, the Partnership had unrestricted cash of approximately
$1,392,000 as compared to approximately $1,113,000 at December 31, 1995. Net
cash provided by operating activities decreased primarily as a result of an
increase in escrows for taxes and a decrease in accounts payable and other
liabilities. Net cash used in investing activities decreased primarily as a
result of short-term investments which matured in 1995 and were not reinvested.
Also, the decrease in property improvements and replacement caused an increase
in cash flows used in investing activities. Net cash used in financing
activities decreased due to the decrease in distributions paid to partners in
1996.
The Managing General Partner is currently addressing the deferred maintenance
issues at Highlands Professional Tower. The plan to address the deferred
maintenance issues includes approximately $670,000 of common area renovations
and repairs which will be incurred throughout 1997. These renovations include
replacement of glass in entry way, replacement of flooring and wallcoverings,
restroom and elevator renovations and installation of fire alarm and security
systems. These renovations will be paid from cash from operations. The
Partnership currently has no other material capital programs scheduled to be
performed in 1997, although certain routine capital expenditures and maintenance
expenses have been budgeted. These capital expenditures and maintenance expenses
will be incurred only if cash is available from operations.
The sufficiency of existing liquid assets to meet future liquidity and capital
expenditure requirements is directly related to the level of capital
expenditures required at the various properties to adequately maintain the
physical assets and other operating needs of the Partnership. Such assets are
currently thought to be sufficient for any near-term needs of the Partnership.
Cash distributions of approximately $300,000 and $460,000 were paid during the
years ended December 31, 1996 and 1995, respectively. Future cash distributions
will depend on the levels of net cash generated from operations, capital
expenditure requirements, financings, property sales and the availability of
cash reserves.
Item 7. Financial Statements
HCW PENSION REAL ESTATE FUND LIMITED PARTNERSHIP
LIST OF FINANCIAL STATEMENTS
Independent Auditors' Report
Balance Sheet - December 31, 1996
Statements of Operations - Years ended December 31, 1996 and 1995
Statements of Changes in Partner's Capital (Deficit) - Years ended December 31,
1996 and 1995
Statements of Cash Flows - Years ended December 31, 1996 and 1995
Notes to Financial Statements
INDEPENDENT AUDITORS' REPORT
The Partners
HCW Pension Real Estate Fund Limited Partnership
We have audited the accompanying balance sheet of HCW Pension Real Estate Fund
Limited Partnership ("the Partnership") as of December 31, 1996, and the related
statements of operations, changes in partners' capital (deficit), and cash flows
for each of the two years in the period ended December 31, 1996. These
financial statements are the responsibility of the Partnership's management.
Our responsibility is to express an opinion on these financial statements based
on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, such financial statements present fairly, in all material
respects, the financial position of the Partnership as of December 31, 1996, and
the results of its operations and its cash flows for each of the two years in
the period ended December 31, 1996 in conformity with generally accepted
accounting principles.
DELOITTE & TOUCHE LLP
Greenville, South Carolina
February 21, 1997
HCW PENSION REAL ESTATE FUND LIMITED PARTNERSHIP
BALANCE SHEET
(in thousands, except unit data)
December 31, 1996
Assets
Cash:
Unrestricted $ 1,392
Restricted--tenant security deposits 165
Accounts receivable 88
Escrows for taxes 258
Other assets 62
Investment properties:
Land $ 1,121
Buildings and related personal property 13,256
14,377
Less accumulated depreciation (4,271) 10,106
$12,071
Liabilities and Partners' Capital (Deficit)
Liabilities
Accounts payable $ 75
Tenant security deposits 162
Accrued taxes 247
Other liabilities 58
Partners' Capital (Deficit)
General partner $ (49)
Limited partners (15,698 units
issued and outstanding) 11,578 11,529
$12,071
See Accompanying Notes to Financial Statements
HCW PENSION REAL ESTATE FUND LIMITED PARTNERSHIP
STATEMENTS OF OPERATIONS
(in thousands, except unit data)
Years Ended December 31,
1996 1995
Revenues:
Rental income $2,981 $3,065
Other income 162 142
Total revenues 3,143 3,207
Expenses:
Operating 873 857
General and administrative 294 290
Property management fees 171 165
Maintenance 437 548
Depreciation and amortization 615 585
Property taxes 377 373
Total expenses 2,767 2,818
Casualty loss -- (18)
Net income $ 376 $ 371
Net income allocated to general
partner (2%) $ 8 $ 7
Net income allocated to limited
partners (98%) 368 364
$ 376 $ 371
Net income per limited partnership unit $23.47 $23.16
See Accompanying Notes to Financial Statements
HCW PENSION REAL ESTATE FUND LIMITED PARTNERSHIP
STATEMENTS OF CHANGES IN PARTNERS' CAPITAL (DEFICIT)
(in thousands, except unit data and original contributions)
Limited
Partnership General Limited
Units Partner Partners Total
Original capital contributions 15,698 $ 200 $15,698,000 $15,698,200
Partners' capital (deficit) at
December 31, 1994 15,698 $ (49) $ 11,591 $ 11,542
Distributions paid to partners (9) (451) (460)
Net income for the year ended
December 31, 1995 7 364 371
Partners' capital (deficit) at
December 31, 1995 15,698 (51) 11,504 11,453
Distributions paid to partners (6) (294) (300)
Net income for the year ended
December 31, 1996 8 368 376
Partners' capital (deficit) at
December 31, 1996 15,698 $ (49) $ 11,578 $ 11,529
See Accompanying Notes to Financial Statements
HCW PENSION REAL ESTATE FUND LIMITED PARTNERSHIP
STATEMENTS OF CASH FLOWS
(in thousands)
Years Ended December 31,
1996 1995
Cash flows from operating activities:
Net income $ 376 $ 371
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation 611 581
Amortization of leasing commissions 4 4
Casualty loss -- 18
Change in accounts:
Restricted cash 8 (6)
Accounts receivable 26 16
Escrows for taxes (139) (65)
Other assets 13 109
Accounts payable (53) 56
Tenant security deposit liabilities (8) 5
Accrued taxes 1 (2)
Other liabilities (51) (19)
Net cash provided by operating activities 788 1,068
Cash flows from investing activities:
Property improvements and replacements (209) (500)
Cash invested in short term investments -- (611)
Cash received from matured investments -- 1,111
Net insurance proceeds from property damage -- 159
Net cash (used in) provided by
investing activities (209) 159
Cash flows from financing activities:
Partners' distributions (300) (460)
Net cash used in financing activities (300) (460)
Net increase in cash 279 767
Cash at beginning of year 1,113 346
Cash at end of year $1,392 $1,113
See Accompanying Notes to Financial Statements
HCW PENSION REAL ESTATE FUND LIMITED PARTNERSHIP
Notes to Financial Statements
December 31, 1996
Note A - Organization and Summary of Significant Accounting Policies
Organization: HCW Pension Real Estate Fund Limited Partnership (the
"Partnership") is a limited partnership organized pursuant to the laws of the
Commonwealth of Massachusetts on April 30, 1984. On August 17, 1984, a
registration statement was declared effective by the Securities and Exchange
Commission. The Partnership commenced operations on June 5, 1985. The
Partnership operates an apartment property and a commercial property located in
the Midwest.
On August 8, 1994, Hampton Corp. assigned its general partnership interest in
Hampton HCW General Partner, Ltd. to IH, Inc., an affiliate of Insignia
Financial Group, Inc. ("Insignia") and Metropolitan Asset Enhancement, L.P.
Also effective August 8, 1994, Hampton HCW General Partner, Ltd. changed its
name to HCW General Partner, Ltd. As a result, IH, Inc. now possesses the sole
authority to direct and manage HCW General Partner, Ltd., which is the sole
general partner of the Partnership.
Pursuant to the purchase agreement dated August 8, 1994, affiliates of IH, Inc.
acquired certain assets from Hampton Realty Partners, L.P. and its affiliates,
including the general partnership interest assigned to IH, Inc., service
contract rights to all partnerships affiliated with Hampton Realty, L.P. and
receivables from partnerships other than the Partnership. In addition, an
affiliate of Metropolitan Asset Enhancement, L.P. acquired the limited
partnership interest in HCW General Partner, Ltd. from the termination of an
escrow, which occurred on December 31, 1994.
Use of Estimates: The preparation of financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect the amounts reported in the financial statements and
accompanying notes. Actual results could differ from those estimates.
Allocation of Cash Distributions: Distributions to the partners are paid from
operations of the Partnership's properties, from sales or refinancing of
properties, or from working capital reserves. Distributions from operations are
distributed 98% to the Limited Partners and 2% to the General Partner.
Distributions of cash from sales and refinancings or from working capital
reserves are made in the following order:
(a) First to the Limited Partners in an amount equal to their adjusted capital
contributions; then,
(b) to the Limited Partners in an amount equal to a 12% cumulative
noncompounded annual return on their average adjusted capital contribution
for Partners who invested on or before March 1, 1985, and 10% to all
others; then,
(c) 90% to the Limited Partners and 10% to the General Partner until the
Limited Partners have received, in addition to amounts received pursuant to
(a) and (b), an amount equal to 2% cumulative, noncompounded annual return
on their average adjusted capital contributions; then,
(d) thereafter, 85% to the Limited Partners and 15% to the General Partner.
The Partnership distributed cash of approximately $294,000 and $451,000 to the
Limited Partners during the years ended December 31, 1996 and 1995,
respectively. The Partnership also distributed approximately $6,000 and $9,000
to the General Partner during the years ended December 31, 1996 and 1995,
respectively.
Allocation of Profits, Gains and Losses: The Partnership Agreement provides for
net income or loss arising from Partnership operations other than sales,
financings or refinancings to be allocated 98% to the Limited Partners and 2% to
the General Partner.
Net income arising from a sale, financing or refinancing is to be allocated as
follows: (i) to those partners who have negative balances in their capital
accounts in proportion to and to the extent of such negative balances, (ii) to
the Limited Partners in an amount equal to their adjusted capital contributions,
(iii) to the Limited Partners in an amount equal to a 12% cumulative,
noncompounded annual return on their average adjusted capital contributions for
Limited Partners who invested prior to March 1, 1985, and 10% to all others,
(iv) 90% to the Limited Partners and 10% to the General Partner until the
Limited Partners have received an amount equal to a 2% cumulative, noncompounded
annual return on their average adjusted capital contributions, and (v)
thereafter, 85% to the Limited Partners and 15% to the General Partner.
Net losses from a sale, financing or refinancing are to be allocated as follows:
(i) to any partners having positive capital account balances in proportion to
and to the extent of such positive balances, and (ii) thereafter, 98% to the
Limited Partners and 2% to the General Partner.
Federal income tax law provides that the allocation of loss to a partner will
not be recognized unless the allocation is in accordance with a partner's
interest in the partnership or the allocation has substantial economic effect.
Internal Revenue Code Section 704(b) and Treasury Regulation Sections establish
criteria for allocations of Partnership deductions attributable to nonrecourse
debt. The Partnership's allocations for 1996 and 1995 have been made in
accordance with these provisions.
Escrows for Taxes: These escrows are held by the Partnership and are designated
for the payment of real estate taxes.
Depreciation: Depreciation for financial statement purposes is determined using
the straight-line method over the estimated lives of the properties and related
personal property.
For Federal income tax purposes, the accelerated cost recovery method is used
(1) for real property over 18 years for additions after March 15, 1984, and
before May 9, 1985, and 19 years for additions after May 8, 1985, and before
January 1, 1987, and (2) for personal property over 5 years for additions prior
to January 1, 1987. As a result of the Tax Reform Act of 1986, for additions
after December 31, 1986, the modified accelerated cost recovery method is used
for depreciation of (1) real property additions over 27 1/2 years, and (2)
personal property additions over 7 years.
Effective generally for property placed in service on or after May 13, 1993, the
Deficit Reduction Act of 1993 increases the depreciation period from 31.5 to 39
years, although transition rules apply to property placed in service before
1994.
Amortization: Lease commissions are being amortized over the terms of the
respective leases using the straight-line method.
Cash and Cash Equivalents: The Partnership considers unrestricted cash and
certificates of deposit to be cash. At certain times, the amount of cash
deposited at a bank may exceed the limit on insured deposits.
Restricted Cash--Tenant Security Deposits: The Partnership requires security
deposits from all residential and some commercial lessees for the duration of
the lease and considers them restricted cash. Deposits are refunded when the
tenant vacates if there has been no damage and no rents due.
Leases: The Partnership generally leases its residential property for twelve
month terms or less. Rental income is recognized over the terms of the leases as
it is earned. The Partnership leases its commercial property under
noncancelable operating leases which will expire by the end of 2003. Some
leases provide concessions and periods of escalating or free rent. Rental
income is recognized on a straight-line basis over the life of the lease. Any
excess of rental income recognized over the contractual rental payments due is
recorded in other assets. As of December 31, 1996, this balance was
approximately $55,000.
Investment Properties: During the fourth quarter of 1995, the Partnership
adopted "FASB Statement No. 121, Accounting for the Impairment of Long-Lived
Assets and for Long-Lived Assets to be Disposed Of," which requires impairment
losses to be recorded on long-lived assets used in operations when indicators of
impairment are present and the undiscounted cash flows estimated to be generated
by those assets are less than the assets' carrying amount. The impairment loss
is measured by comparing the fair value of the asset to its carrying amount.
The adoption of "FASB No. 121" had no effect on the Partnership's financial
statements.
Fair Value: In 1995, the Partnership implemented "Statement of Financial
Accounting Standards No. 107, Disclosures about Fair Value of Financial
Instruments," which requires disclosure of fair value information about
financial instruments for which it is practicable to estimate that value. The
carrying amount of the Partnership's cash and investments approximates fair
value due to short-term maturities.
Advertising: The Partnership expenses the costs of advertising as incurred.
Advertising expense, included in operating expenses, was approximately $25,000
and approximately $21,000 for the years ended December 31, 1996 and 1995,
respectively.
Reclassifications: Certain reclassifications have been made to the 1995
information to conform to the 1996 presentation.
Note B - Income Taxes
Taxable income or loss of the Partnership is reported in the income tax returns
of its partners. Accordingly, no provision for income taxes is made in the
financial statements of the Partnership.
The following is a reconciliation of reported net income and Federal taxable
income (in thousands):
1996 1995
Financial statement net income $376 $371
Add:
Excess of tax loss over book loss
on disposal of property (2) 127
Excess of book over tax depreciation 189 183
Unearned rents, recognized for tax
purposes as received (42) 10
Other tax adjustments 3 (51)
Taxable income $524 $640
The following is a reconciliation between the Partnership's reported amounts
and Federal tax basis of net assets and liabilities (in thousands):
Net assets as reported $11,529
Investment properties
at cost 205
Accumulated depreciation 949
Syndication costs 1,708
Other 5
Net assets - tax basis $14,396
Note C - Transactions with Affiliated Parties
The Partnership has no employees and is dependent on the Managing General
Partner and its affiliates for the management and administration of all
partnership activities. The Partnership paid property management fees for
property management services as noted below for the years ended December 31,
1996 and 1995, respectively. Such fees are included in operating expenses in
the statements of operations and are reflected in the following table. The
Partnership Agreement ("Agreement") provides that the Managing General Partner
and its affiliates be paid asset management fees based on the "tangible asset
value" as defined in the Agreement. The Agreement also provides for
reimbursement to the Managing General Partner and its affiliates for costs
incurred in connection with the administration of Partnership activities. The
Managing General Partner and its affiliates received reimbursements and fees as
reflected in the following table:
For the Year Ended December 31,
1996 1995
(in thousands)
Property management fees $171 $165
Asset management fees 136 155
Reimbursement for services
of affiliates 120 116
The Partnership insures its properties under a master policy through an agency
and insurer unaffiliated with the General Partner. An affiliate of the General
Partner acquired, in the acquisition of a business, certain financial
obligations from an insurance agency which was later acquired by the agent who
placed the current year's master policy. The current agent assumed the
financial obligations to the affiliate of the General Partner, who receives
payment on these obligations from the agent. The amount of the Partnership's
insurance premiums accruing to the benefit of the affiliate of the General
Partner by virtue of the agent's obligations is not significant.
Note D - Contingencies
The Partnership is unaware of any pending or outstanding litigation that is not
of a routine nature. The General Partner of the Partnership believes that all
such matters are adequately covered by insurance and will be resolved without a
material adverse effect upon the Partnership's financial condition, results of
operation, or liquidity.
Note E - Casualty Loss
In 1995, the Partnership recorded a casualty loss resulting from ice damage to
the roofs and interiors of two buildings at Lewis Park Apartments. Although the
damage was covered by insurance, the damage resulted in a loss of approximately
$18,000, arising from proceeds received from the insurance carrier of
approximately $181,000 which were less than the basis of the property plus
expenses to replace the roofs and interiors damaged.
Note F - Real Estate and Accumulated Depreciation
Initial Cost
To Partnership
(dollar amounts in thousands)
Buildings Cost
and Related Capitalized
Personal Subsequent to
Description Land Property Acquisition
Lewis Park Apartments $ 621 $ 7,840 $ 695
Highland Professional Tower 500 4,648 73
Totals $1,121 $12,488 $ 768
<TABLE>
<CAPTION>
Gross Amount At Which Carried
at December 31 1996
Buildings
And Related
Personal Accumulated Date of Date Depreciable
Description Land Property Total Depreciation Construction Acquired Life-Year
<S> <C> <C> <C> <C> <C> <C> <C>
Lewis Park $ 621 $ 8,535 $ 9,156 $3,415 1972 11/86 5-40
Highland 500 4,721 5,221 856 1973 10/92 5-25
Total $1,121 $13,256 $14,377 $4,271
</TABLE>
Reconciliation of "Real Estate and Accumulated Depreciation" (in thousands):
Years Ended December 31,
1996 1995
Real Estate
Balance at beginning of year $14,219 $14,086
Property improvements 209 500
Disposal of property (51) (367)
Balance at End of Year $14,377 $14,219
Accumulated Depreciation
Balance at beginning of year $ 3,680 $ 3,221
Additions charged to expense 611 581
Disposal of property (20) (122)
Balance at End of Year $ 4,271 $ 3,680
The aggregate cost of the real estate for Federal income tax purposes at
December 31, 1996 and 1995, is approximately $14,582,000 and approximately
$14,436,000, respectively. The accumulated depreciation taken for Federal
income tax purposes at December 31, 1996 and 1995, is approximately $3,321,000
and approximately $2,917,000, respectively.
Note G - Revenues
The Partnership leases Highland Professional Tower, its only commercial
property, under noncancelable operating lease agreements. Future minimum rental
payments to be received under operating leases that have initial or remaining
noncancellable lease terms in excess of one year as of December 31, 1996, are as
follows (in thousands):
1997 527
1998 354
1999 224
2000 205
2001 190
Thereafter 188
$1,688
Item 8. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure
None.
PART III
Item 9. Directors, Executive Officers, Promoters and Control Persons; Compliance
with Section 16(a) of the Exchange Act
The Registrant has no officers or directors. The name of the directors and
executive officers of IH, Inc. (the "Managing General Partner"), the General
Partner of the Partnership's General Partner, HCW General Partners, Limited
Partnership, and a subsidiary of Metropolitan Asset Enhancement, L.P. as of
December 31, 1996, their ages and the nature of all positions with IH, Inc.
presently held by them are as follows:
Name Age Position
Carroll D. Vinson 56 President
Robert D. Long, Jr. 29 Controller and Principal
Accounting Officer
William H. Jarrard, Jr. 50 Vice President
John K. Lines 37 Secretary
Kelley M. Buechler 39 Assistant Secretary
Carroll D. Vinson has been President of the Managing General Partner and
President of the MAE subsidiaries since August 1994. Prior to that, during 1993
to August 1994, Mr. Vinson was affiliated with Crisp, Hughes & Co. (regional CPA
firm) and engaged in various other investment and consulting activities.
Briefly, in early 1993, Mr. Vinson served as President and Chief Executive
Officer of Angeles Corporation, a real estate investment firm. From 1991 to
1993, Mr. Vinson was employed by Insignia in various capacities including
Managing Director-President during 1991. From 1986 to 1990, Mr. Vinson was
President and a Director of U.S. Shelter Corporation, a real estate services
company, which sold substantially all of its assets to Insignia in December
1990.
Robert D. Long, Jr. has been Controller and Principal Accounting Officer of the
Managing General Partner since August 1994 and Controller and Principal
Accounting Officer of the MAE subsidiaries since February 1994. Prior to
joining Metropolitan Asset Enhancement, L.P., and subsidiaries, he was an
auditor for the State of Tennessee and was associated with the accounting firm
of Harshman Lewis and Associates.
William H. Jarrard has been Managing Director - Partnership Administration of
Insignia since January 1991. Mr. Jarrard served as Managing Director -
Partnership Administration and Asset Management from July 1994 until January
1996.
John K. Lines, Esq. has been Vice President and Secretary of the Corporate
General Partner since August 1994, Insignia's General Counsel since June 1994,
and General Counsel and Secretary since July 1994. From May 1993 until June
1994, Mr. Lines was the Assistant General Counsel and Vice President of Ocwen
Financial Corporation, West Palm Beach, Florida. From October 1991 until May
1993, Mr. Lines was a Senior Attorney with Banc One Corporation, Columbus, Ohio.
From May 1984 until October 1991, Mr. Lines was an attorney with Squire Sanders
& Dempsey, Columbus, Ohio.
Kelley M. Buechler has been Assistant Secretary of the Corporate General Partner
and Assistant Secretary of Insignia since 1991. During the five years prior to
joining Insignia in 1991, she served in similar capacities with U. S. Shelter.
Item 10. Executive Compensation
Neither the General Partner nor any of the directors and officers of the
Managing General Partner received any remuneration from the Registrant.
Item 11. Security Ownership of Certain Beneficial Owners and Management
As of December 31, 1996, no person was known by the Registrant to be the
beneficial owner of more than 5% of the Limited Partnership Units of the
Registrant.
No director or officer of the Managing General Partner owns any Units. The
Managing General Partner does not own any of the Limited Partnership Units.
Item 12. Certain Relationships and Related Transactions
The General Partner received cash distributions from operations of approximately
$6,000 and $9,000 during the years ended December 31, 1996 and 1995,
respectively. For a description of the share of cash distributions from
operations, if any, to which the general partner is entitled, reference is made
to the material contained in the Prospectus under the heading PROFITS AND LOSSES
AND CASH DISTRIBUTIONS.
The Registrant has a property management agreement with Insignia Residential
Group, L.P. pursuant to which Insignia Residential Group, L.P. has assumed
direct responsibility for day-to-day management of the Partnership's
properties. This service includes the supervision of leasing, rent collection,
maintenance, budgeting, employment of personnel, payment of operating expenses,
etc. Insignia Residential Group, L.P. receives a property management fee equal
to 5% of apartment revenues and Insignia Commercial Group, Inc. receives a
property management fee equal to 6% of commercial revenues. During the fiscal
year ended December 31, 1996, Insignia Residential Group, L.P. and Insignia
Commercial Group, Inc. received approximately $171,000, collectively, in fees
for property management and approximately $136,000 in fees for asset management.
For a more detailed description of the management fee that Insignia Residential
Group, L.P. and Insignia Commercial Group, Inc. are entitled to receive, see the
material contained in the Prospectus under the heading CONFLICTS OF INTEREST -
Property Management Services.
For a further description of payments made by the Registrant to affiliates for
services and as reimbursement of certain expenses incurred by affiliates on
behalf of the Registrant, see "Note C" of the financial statements included as
part of this report.
Item 13. Exhibits and Reports on Form 8-K
(a) Exhibits:
Exhibit 27, Financial Data Schedule, is filed as an exhibit to this
report.
(b) Reports on Form 8-K filed in the fourth quarter of fiscal year 1996:
None.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.
HCW PENSION REAL ESTATE FUND LIMITED
PARTNERSHIP
By: HCW General Partner Ltd.
General Partner
By: IH, Inc.
General Partner
By: /s/ Carroll D. Vinson
Carroll D. Vinson
President
Date: March 14, 1997
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant, in the capacities and on the dates indicated below.
IH, Inc.
BY: /s/ Carroll D. Vinson
Carroll D. Vinson
President
By: /s/ Robert D. Long, Jr.
Robert D. Long, Jr.
Controller and Chief
Accounting Officer
EXHIBIT INDEX
Exhibit
3. & 4. Limited Partnership Agreement (Incorporated by reference to
Registration Statement No. 2-91006 on Form S-11 filed by Registrant).
10.1 Property Management Agreement
19. Asset Purchase Agreement among Southmark Corporation and Robert A.
McNeil dated October 12, 1990, between various affiliates of Southmark
Corporation and Robert A. McNeil. Incorporated by reference to the
Annual Report of McNeil Real Estate Fund IV, Ltd., (Commission file
number 0-7894) on Form 10-K for the period ended December 31, 1991, as
filed with the Securities and Exchange Commission on March 24, 1992.
19.3 Agreed order approving Compromise, Settlement and Mutual Release
Agreement between Southmark Corporation and the Southmark Affiliated
Limited Partnership. Incorporated by reference to the Annual Report of
McNeil Real Estate Fund IV, Ltd., (Commission file number 0-7894) on
Form 10-K for the period ended December 31, 1991, as filed with the
Securities and Exchange Commission on March 24, 1992.
19.1 Asset Purchase Agreement among Southmark Corporation and Robert A.
McNeil dated October 12, 1990, as amended by the First Amendment to the
Asset Purchase Agreement dated February 14, 1991. Incorporated by
reference to the Annual Report of McNeil Real Estate Fund IV, Ltd.,
(Commission file number 0-7894) on Form 10-K for the period ended
December 31, 1991, as filed with the Securities and Exchange Commission
on March 24, 1992.
19.2 Asset Purchase Agreement among Southmark Corporation and Robert A.
McNeil, dated October 12, 1990 as amended by the Second Amendment to
Asset Purchase Agreement dated February 25, 1992. Incorporated by
reference to the Annual Report of McNeil Real Estate Fund IV, Ltd.,
(Commission file number 0-7894) on Form 10-K for the period ended
December 31, 1991, as filed with the Securities and Exchange Commission
on March 24, 1992.
19.3 Asset Purchase Agreement among Southmark Corporation and its affiliates
and SHL Acquisition Corp. III dated March 9, 1993 as amended by the
First Amendment to Asset Purchase Agreement dated April 22, 1993.
27 Financial Data Schedule.
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from HCW Pension
Real Estate Fund Ltd Partnership 1996 Year-End 10-KSB and is qualified in its
entirety by reference to such 10-KSB filing.
</LEGEND>
<CIK> 0000745538
<NAME> HCW PENSION REAL ESTATE FUND LTD PARTNERSHIP
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> DEC-31-1996
<CASH> 1,392
<SECURITIES> 0
<RECEIVABLES> 88
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0<F1>
<PP&E> 14,377
<DEPRECIATION> (4,271)
<TOTAL-ASSETS> 12,071
<CURRENT-LIABILITIES> 0<F1>
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 11,529
<TOTAL-LIABILITY-AND-EQUITY> 12,071
<SALES> 0
<TOTAL-REVENUES> 3,143
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 2,767
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 376
<EPS-PRIMARY> 23.47<F2>
<EPS-DILUTED> 0
<FN>
<F1>Registrant has an unclassified balance sheet.
<F2>Multiplier is 1.
</FN>
</TABLE>
