FORM 10-QSB--QUARTERLY OR TRANSITIONAL REPORT UNDER SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
QUARTERLY OR TRANSITIONAL REPORT
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended September 30, 1998
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 0-14578
HCW PENSION REAL ESTATE FUND LIMITED PARTNERSHIP
(Exact name of small business issuer as specified in its charter)
Massachusetts 04-2825863
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
55 Beattie Place, P.O. Box 1089
Greenville, South Carolina 29602
(Address of principal executive offices)
(864) 239-1000
(Issuer's telephone number)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.
Yes X . No .
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
a)
HCW PENSION REAL ESTATE FUND LIMITED PARTNERSHIP
BALANCE SHEET
(Unaudited)
(in thousands, except unit data)
September 30, 1998
Assets
Cash and cash equivalents $ 1,157
Receivables and deposits (net of allowance
of $17 for doubtful accounts) 378
Other assets 76
Investment properties:
Land $ 1,121
Buildings and related personal property 14,598
15,719
Less accumulated depreciation (5,435) 10,284
$11,895
Liabilities and Partners' Capital (Deficit)
Liabilities
Accounts payable $ 80
Tenant security deposit liabilities 142
Accrued property taxes 309
Other liabilities 112
Partners' Capital (Deficit)
General partners $ (55)
Limited partners (15,698 units
issued and outstanding) 11,307 11,252
$11,895
See Accompanying Notes to Financial Statements
b)
HCW PENSION REAL ESTATE FUND LIMITED PARTNERSHIP
STATEMENTS OF OPERATIONS
(Unaudited)
(in thousands, except unit data)
Three Months Ended Nine Months Ended
September 30, September 30,
1998 1997 1998 1997
Revenues:
Rental income $ 586 $ 586 $ 1,889 $1,910
Other income 51 58 143 144
Total revenues 637 644 2,032 2,054
Expenses:
Operating 371 400 1,078 1,027
General and administrative 61 74 197 216
Depreciation 219 174 574 494
Property taxes 75 103 292 306
Casualty loss -- -- 22 --
Total expenses 726 751 2,163 2,043
Net (loss) income $ (89) $ (107) $ (131) $ 11
Net (loss) income allocated
to general partners (2%) $ (2) $ (2) $ (3) $ --
Net (loss) income allocated
to limited partners (98%) (87) (105) (128) 11
$ (89) $ (107) $ (131) $ 11
Net (loss) income per limited
partnership unit $ (5.54) $(6.68) $ (8.15) $ .69
See Accompanying Notes to Financial Statements
c)
HCW PENSION REAL ESTATE FUND LIMITED PARTNERSHIP
STATEMENT OF CHANGES IN PARTNERS' CAPITAL (DEFICIT)
(Unaudited)
(in thousands, except unit data)
Limited
Partnership General Limited
Units Partners Partners Total
Original capital contributions 15,698 $ -- $15,698 $15,698
Partners' (deficit) capital
at December 31, 1997 15,698 $ (52) $11,435 $11,383
Net loss for the nine months
ended September 30, 1998 -- (3) (128) (131)
Partners' (deficit) capital
at September 30, 1998 15,698 $ (55) $11,307 $11,252
See Accompanying Notes to Financial Statements
d)
HCW PENSION REAL ESTATE FUND LIMITED PARTNERSHIP
STATEMENTS OF CASH FLOWS
(Unaudited)
(in thousands)
Nine Months Ended
September 30,
1998 1997
Cash flows from operating activities:
Net (loss) income $ (131) $ 11
Adjustments to reconcile net (loss) income to net
cash provided by operating activities:
Depreciation 574 494
Amortization of leasing commissions 2 3
Casualty loss (gain) 22 (1)
Change in accounts:
Receivables and deposits (68) 130
Other assets -- (23)
Accounts payable 29 (50)
Tenant security deposit liabilities 30 (45)
Accrued property taxes 49 59
Other liabilities (8) 53
Net cash provided by operating activities 499 631
Cash flows from investing activities:
Net insurance proceeds -- 51
Property improvements and replacements (381) (943)
Net cash used in investing activities (381) (892)
Cash flows from financing activities:
Distribution to partners (300) --
Net decrease in cash and cash equivalents (182) (261)
Cash and cash equivalents at beginning of period 1,339 1,392
Cash and cash equivalents at end of period 1,157 1,131
See Accompanying Notes to Financial Statements
e)
HCW PENSION REAL ESTATE FUND LIMITED PARTNERSHIP
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
NOTE A - BASIS OF PRESENTATION
The accompanying unaudited consolidated financial statements of HCW Pension Real
Estate Fund Limited Partnership (the "Partnership") have been prepared in
accordance with generally accepted accounting principles for interim financial
information and with the instructions to Form 10-QSB and Article 310(b) of
Regulation S-B. Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements. The General Partner of the Partnership is HCW General
Partners Ltd., whose sole general partner is IH, Inc. (the "Managing General
Partner"). 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 nine month
periods ended September 30, 1998, are not necessarily indicative of the results
that may be expected for the fiscal year ending December 31, 1998. For further
information, refer to the financial statements and footnotes thereto included in
the Partnership's annual report on Form 10-KSB for the year ended December 31,
1997.
Certain reclassifications have been made to the 1997 information to conform to
the 1998 presentation.
NOTE B - TRANSACTIONS WITH AFFILIATED PARTIES
The Partnership has no employees and is dependent on the Managing General
Partner and its affiliates for the management and administration of all
partnership activities. Affiliates of the Managing General Partner provide
property management and asset management services to the Partnership. The
Partnership paid property management fees for property management services as
noted below for the nine months ended September 30, 1998 and 1997, respectively.
The Partnership Agreement (the "Agreement") provides for the Managing General
Partner and its affiliates to be paid asset management fees based on "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:
Nine Months Ended
September 30,
1998 1997
(in thousands)
Property management fees (included in
operating expense) $112 $117
Asset management fees (included in general
and administrative expense) 101 102
Reimbursement for services of affiliates
(included in operating, general and
administrative and investment properties) (1) 66 110
(1) Included in "reimbursements for services of affiliates" for the nine months
ended September 30, 1998 and 1997, is approximately $4,000 and $28,000,
respectively, in reimbursements for construction oversight costs.
For the period January 1, 1997 to August 31, 1997, the Partnership insured its
properties under a master policy through an agency affiliated with the Managing
General Partner with an insurer unaffiliated with the Managing General Partner.
An affiliate of the Managing 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 master policy. The agent assumed the
financial obligations to the affiliate of the Managing General Partner, which
receives payments 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 C - CASUALTY
During the nine months ended September 30, 1998, the Partnership recorded a
casualty loss resulting from a storm that damaged the roofs at Lewis Park
Apartments during 1997. The damage resulted in a loss of approximately $22,000
arising from the write-off of the basis of the property which was replaced.
NOTE D - TRANSFER OF CONTROL; SUBSEQUENT EVENT
On October 1, 1998, Insignia Financial Group, Inc. completed its merger with and
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 of the Insignia Merger, AIMCO acquired control
of the Managing General Partner. In addition, AIMCO also acquired
approximately 51% of the outstanding common shares of beneficial interest of
Insignia Properties Trust ("IPT"), the sole shareholder of the Managing General
Partner of the Partnership. Also, effective October 1, 1998 IPT and AIMCO
entered into an Agreement and plan of Merger pursuant to which IPT is to be
merged with and into AIMCO or a subsidiary of AIMCO (the "IPT Merger"). The IPT
Merger requires the approval of the holders of a majority of the outstanding IPT
Shares. AIMCO has agreed to vote all of the IPT Shares owned by it in favor of
the IPT Merger and has granted an irrevocable limited proxy to unaffiliated
representatives of IPT to vote the IPT Shares acquired by AIMCO and its
subsidiaries in favor of the IPT Merger. As a result of AIMCO's ownership and
its agreement, the vote of no other holder of IPT is required to approve the
merger. The Managing General Partner does not believe that this transaction
will have a material effect on the affairs and operations of the Partnership.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
The Partnership's investment properties consist of one apartment complex and one
office building. The following table sets forth the average occupancy of the
properties for the nine months ended September 30, 1998 and 1997:
Average Occupancy
Property 1998 1997
Lewis Park Apartments
Carbondale, Illinois 81% 80%
Highland Professional Tower
Kansas City, Missouri 65% 75%
The Managing General Partner attributes the decrease in occupancy at Highland
Professional Tower to the loss of a major tenant during the fourth quarter of
1997 and to deferred maintenance that needed to be performed at the property.
The Managing General Partner renovated and repaired Highland Professional
Tower's common areas during the year ending December 31, 1997 in an effort to
attract additional tenants. Although all renovations were substantially
complete at the beginning of 1998, the property has not seen any resulting
increase in its tenant base as of September 30, 1998.
Results of Operations
The Partnership's net loss for the three months ended September 30, 1998, was
approximately $89,000 versus a loss of approximately $107,000 for the three
months ended September 30, 1997. The Partnership's net (loss) income for the
nine months ended September 30, 1998, was approximately ($131,000) versus
approximately $11,000 for the nine months ended September 30, 1997. The
decrease in net income for the nine month comparable periods is primarily
attributable to a decrease in rental income, and increases in operating and
depreciation expense and the casualty loss recognized in 1998. Rental income
decreased due to the decrease in occupancy at Highland Professional Tower as
discussed above. Operating expenses increased due to an increase in maintenance
expense as a result of parking lot repairs and air conditioning repairs at
Highland Professional Tower and gutter repairs at Lewis Park. Depreciation
expense increased due to fixed asset additions related to the renovation project
at Highland Professional Park as discussed above. The casualty loss resulted
from a storm that damaged the roofs at Lewis Park Apartments during 1997. The
damage resulted in a loss arising from the write-off of the basis of the
property, which was replaced during 1998. The increase in net income for the
comparable three month period was due to a decrease in operating, general and
administrative, and property tax expenses while revenues remained relatively
constant.
As part of the ongoing business plan of the Partnership, the Managing General
Partner monitors the rental market environment of its investment property 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.
Included in operating expense at September 30, 1998 is approximately $108,000 of
major repairs and maintenance comprised primarily of parking lot repairs at
Highland Professional Tower and gutter repairs at Lewis Park. Included in
operating expense at September 30, 1997 is approximately $21,000 of major
repairs and maintenance comprised primarily of major landscaping and
construction services.
Liquidity and Capital Resources
At September 30, 1998, the Partnership had cash and cash equivalents of
approximately $1,157,000 compared to approximately $1,131,000 at September 30,
1997. The net decrease in cash and cash equivalents for the nine months ended
September 30, 1998 and 1997 is $182,000 and $261,000, respectively. Net cash
provided by operating activities decreased due to the decrease in net income as
discussed above and an increase in receivables and deposits as a result of an
increase in required tax escrow accounts. Net cash used in investing activities
decreased due to a decrease in property improvements and replacements in 1998 as
compared to 1997 as a result of the renovation project at Highlands Professional
Tower. Net cash used in financing activities increased due to the payment in
January 1998 of a distribution to partners declared and accrued December 1997.
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 and to comply with
federal, state and local legal and regulatory requirements. Such assets are
currently thought to be sufficient for any near-term needs of the Partnership.
The General Partner is currently assessing the need for capital improvements at
each of the Partnership's properties. To the extent that additional capital
improvements are required, the Partnership's distributable cash flow, if any,
may be adversely affected at least in the short term. The Partnership paid
accrued cash distributions of $6,000 to the General Partner and $294,000 to the
limited partners during the nine months ended September 30, 1998. No cash
distributions were made during the nine months ended September 30, 1997. Future
cash distributions will depend on the levels of net cash generated from
operations, refinancings, property sales and the availability of cash reserves.
The Partnership's distribution policy will be reviewed on a quarterly basis.
There can be no assurance, however, that the Partnership will generate
sufficient funds from operations to permit distributions to its partners in 1998
or subsequent periods.
Transfer of Control; Subsequent Event
On October 1, 1998, Insignia Financial Group, Inc. completed its merger with and
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 of the Insignia Merger, AIMCO acquired control
of the Managing General Partner. In addition, AIMCO also acquired
approximately 51% of the outstanding common shares of beneficial interest of
Insignia Properties Trust ("IPT"), the sole shareholder of the Managing General
Partner of the Partnership. Also, effective October 1, 1998 IPT and AIMCO
entered into an Agreement and plan of Merger pursuant to which IPT is to be
merged with and into AIMCO or a subsidiary of AIMCO (the "IPT Merger"). The IPT
Merger requires the approval of the holders of a majority of the outstanding IPT
Shares. AIMCO has agreed to vote all of the IPT Shares owned by it in favor of
the IPT Merger and has granted an irrevocable limited proxy to unaffiliated
representatives of IPT to vote the IPT Shares acquired by AIMCO and its
subsidiaries in favor of the IPT Merger. As a result of AIMCO's ownership and
its agreement, the vote of no other holder of IPT is required to approve the
merger. The Managing General Partner does not believe that this transaction
will have a material effect on the affairs and operations of the Partnership.
Year 2000
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 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 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.
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 are not completed timely, the
Year 2000 Issue could have a material impact on the operations of the Managing
Agent and the Partnership.
STATUS OF PROGRESS IN BECOMING YEAR 2000 COMPLIANT
The Managing Agent's plan to resolve the Year 2000 Issue involves the following
four phases: assessment, remediation, testing and implementation. To date, the
Managing Agent has fully completed its assessment of all information systems
that could be significantly affected by the Year 2000, and has begun the
remediation, testing and implementation phase on both hardware and software
systems. Assessments are continuing in regards to embedded systems in operating
equipment. The Managing Agent anticipates having all phases complete by June 1,
1999.
In addition to the areas the Partnership is relying on the Managing Agent to
verify compliance with, the Partnership has certain operating equipment,
primarily at the property sites, which needed to be evaluated for Year 2000
compliance. The focus of the Managing General Partner was to the security
systems, elevators, heating-ventilation-air-conditioning systems, telephone
systems and switches, and sprinkler systems. The Managing General Partner is
currently engaged in the identification of all non-compliant operational
systems, and is in the process of estimating the costs associated with any
potential modifications or replacements needed to such systems in order for them
to be Year 2000 compliant. It is not expected that such costs would have a
material adverse affect upon the operations of the Partnership.
RISK ASSOCIATED WITH THE YEAR 2000
The Managing General Partner believes that the Managing Agent has an effective
program in place to resolve the Year 2000 issue in a timely manner and has
appropriate contingency plans in place for critical applications that could
affect the Partnership's operations. To date, the Managing General Partner is
not aware of any external agent with a Year 2000 issue that would materially
impact the Partnership's results of operations, liquidity or capital resources.
However, the Managing General Partner has no means of ensuring that external
agents will be Year 2000 compliant. The Managing General Partner does not
believe that the inability of external agents to complete their Year 2000
resolution 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.
Other
Certain items discussed in this quarterly report may constitute forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of
1995 (the "Reform Act") and as such may involve known and unknown risks,
uncertainties and other factors which may cause the actual results, performance
or achievements of the Partnership to be materially different from future
results, performance, or achievements expressed or implied by such forward-
looking statements. Such forward-looking statements speak only as of the date
of this quarterly report. The Partnership expressly disclaims any obligation or
undertaking to release publicly any updates of revisions to any forward-looking
statements contained herein to reflect any change in the Partnership's
expectations with regard thereto or any change in events, conditions or
circumstances on which any such statement is based.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDING
On July 30, 1998, certain entities claiming to own limited partnership interests
in certain limited partnerships whose general partners were, at the time,
affiliates of Insignia filed a complaint entitled EVEREST PROPERTIES LLC. V.
INSIGNIA FINANCIAL GROUP, INC. in the Superior Court of the State of California,
County of Los Angeles. The action involves 44 real estate limited partnerships
(including the Partnership) in which the plaintiffs allegedly own interests and
which Insignia Affiliates allegedly manage or control (the "Subject
Partnerships"). The complaint names as defendants Insignia, several Insignia
Affiliates alleged to be managing partners of the Subject Partnerships, the
Partnership and the Managing General Partner. Plaintiffs allege that they have
requested from, but have been denied by each of the Subject Partnerships, lists
of their respective limited partners for the purpose of making tender offers to
purchase up to 4.9% of the limited partner units of each of the Subject
Partnerships. The complaint also alleges that certain of the defendants made
tender offers to purchase limited partner units in many of the Subject
Partnerships, with the alleged result that plaintiffs have been deprived of the
benefits they would have realized from ownership of the additional units. The
plaintiffs assert eleven causes of action, including breach of contract, unfair
business practices, and violations of the partnership statutes of the states in
which the Subject Partnerships are organized. Plaintiffs seek compensatory,
punitive and treble damages. The Managing General Partner filed an answer to
the complaint on September 15, 1998. The Managing General Partner believes the
claims to be without merit and intends to defend the action vigorously.
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) Reports on Form 8-K:
Form 8-K filed on September 30, 1998 to disclose a change in auditors
(amended on October 26, 1998 on Form 8-K/A).
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
HCW PENSION REAL ESTATE FUND
LIMITED PARTNERSHIP
By: HCW General Partner Ltd.,
the General Partner
By: IH, Inc.,
the General Partner
By: /s/Patrick Foye
Patrick Foye
Executive Vice President
By: /s/ Timothy R. Garrick
Timothy R. Garrick
Vice President - Accounting
(Duly Authorized Officer)
Date: November 12, 1998
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from
HCW Pension Real Estate Fund Limited Partnership 1998 Third Quarter 10-QSB
and is qualified in its entirety by reference to such 10-QSB filing.
</LEGEND>
<CIK> 0000745538
<NAME> HCW PENSION REAL ESTATE FUND LIMITED PARTNERSHIP
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> SEP-30-1998
<CASH> 1,157
<SECURITIES> 0
<RECEIVABLES> 378
<ALLOWANCES> 17
<INVENTORY> 0
<CURRENT-ASSETS> 0<F1>
<PP&E> 15,719
<DEPRECIATION> (5,435)
<TOTAL-ASSETS> 11,895
<CURRENT-LIABILITIES> 0<F1>
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 11,252
<TOTAL-LIABILITY-AND-EQUITY> 11,895
<SALES> 0
<TOTAL-REVENUES> 2,032
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 2,163
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (131)
<EPS-PRIMARY> (8.15)<F2>
<EPS-DILUTED> 0
<FN>
<F1>Registrant has an unclassified balance sheet.
<F2>Multiplier is 1.
</FN>
</TABLE>
