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 June 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.)
One Insignia Financial Plaza, 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)
June 30, 1998
Assets
Cash and cash equivalents $ 1,138
Receivables and deposits (net of allowance
of $16 for doubtful accounts) 484
Other assets 77
Investment properties:
Land $ 1,121
Buildings and related personal property 14,414
15,535
Less accumulated depreciation (5,216) 10,319
$12,018
Liabilities and Partners' Capital (Deficit)
Liabilities
Accounts payable $ 17
Tenant security deposit liabilities 105
Accrued property taxes 477
Other liabilities 78
Partners' Capital (Deficit)
General partners $ (53)
Limited partners (15,698 units
issued and outstanding) 11,394 11,341
$12,018
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 Six Months Ended
June 30, June 30,
1998 1997 1998 1997
Revenues:
Rental income $ 591 $ 561 $ 1,303 $ 1,324
Other income 55 47 92 86
Total revenues 646 608 1,395 1,410
Expenses:
Operating 315 330 707 627
General and administrative 69 73 136 142
Depreciation 177 163 355 320
Property taxes 109 101 217 203
Casualty loss 22 -- 22 --
Total expenses 692 667 1,437 1,292
Net (loss) income $ (46) $ (59) $ (42) $ 118
Net (loss) income allocated
to general partners (2%) $ (1) $ (1) $ (1) $ 2
Net (loss) income allocated
to limited partners (98%) (45) (58) (41) 116
$ (46) $ (59) $ (42) $ 118
Net (loss) income per limited
partnership unit $ (2.87) $ (3.69) $ (2.61) $ 7.39
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)
<TABLE>
<CAPTION>
Limited
Partnership General Limited
Units Partners Partners Total
<S> <C> <C> <C> <C>
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 six months
ended June 30, 1998 -- (1) (41) (42)
Partners' (deficit) capital
at June 30, 1998 15,698 $ (53) $ 11,394 $ 11,341
<FN>
See Accompanying Notes to Financial Statements
</FN>
</TABLE>
d) HCW PENSION REAL ESTATE FUND LIMITED PARTNERSHIP
STATEMENTS OF CASH FLOWS
(Unaudited)
(in thousands)
Six Months Ended
June 30,
1998 1997
Cash flows from operating activities:
Net (loss) income $ (42) $ 118
Adjustments to reconcile net (loss)income to net
cash provided by operating activities:
Depreciation 355 320
Amortization of leasing commissions 2 2
Casualty loss 22 --
Change in accounts:
Receivables and deposits (174) 25
Other assets (1) (27)
Accounts payable (34) (42)
Tenant security deposit liabilities (7) (56)
Accrued property taxes 217 203
Other liabilities (42) (15)
Net cash provided by operating activities 296 528
Cash flows from investing activities:
Property improvements and replacements (197) (518)
Net cash used in investing activities (197) (518)
Cash flows from financing activities:
Distributions to partners (300) --
Net cash used in financing activities (300) --
Net (decrease) increase in cash and cash equivalents (201) 10
Cash and cash equivalents at beginning of period 1,339 1,392
Cash and cash equivalents at end of period $ 1,138 $1,402
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 six month
periods ended June 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. The Managing General Partner is a wholly-owned
subsidiary of Insignia Properties Trust ("IPT"), an affiliate of Insignia
Financial Group, Inc. ("Insignia"). The Partnership paid property management
fees for property management services as noted below for the six months ended
June 30, 1998 and 1997, respectively. The Partnership Agreement ("Agreement")
provides that the Managing General Partner and its affiliates 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:
Six Months Ended
June 30,
1998 1997
(in thousands)
Property management fees (included in
operating expense) $ 79 $ 82
Asset management fees (included in general
and administrative expense) 67 68
Reimbursement for services of affiliates
(included in operating, general and
administrative and investment properties) (1) 44 51
(1) Included in "reimbursements for services of affiliates" for the six months
ended June 30, 1998, is approximately $3,000 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.
On March 17, 1998, Insignia entered into an agreement to merge its national
residential property management operations, and its controlling interest in IPT
with Apartment Investment and Management Company ("AIMCO"), a publicly traded
real estate investment trust. The closing, which is anticipated to happen in
September or October of 1998, is subject to customary conditions, including
government approvals and the approval of Insignia's shareholders. If the
closing occurs, AIMCO will then control both the General Partner and the
Managing General Partner of the Partnership.
NOTE C - CASUALTY
During the quarter ended June 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.
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 six months ended June 30, 1998 and 1997:
Average
Occupancy
Property 1998 1997
Lewis Park Apartments
Carbondale, Illinois 82% 80%
Highland Professional Tower
Kansas City, Missouri 66% 76%
The Managing General Partner attributes the decrease in occupancy at Highland
Professional Tower throughout 1997 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 June 30, 1998.
Results of Operations
The Partnership's net loss for the three months ended June 30, 1998, was
approximately $46,000 versus approximately $59,000 for the three months ended
June 30, 1997. The Partnership's net (loss) income for the six months ended June
30, 1998, was approximately ($42,000) versus approximately $118,000 for the six
months ended June 30, 1997. The decrease in net income for the six month period
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 heating
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 decrease in net loss for the three month period ended June 30, 1998 is
primarily attributable to an increase in rental income. Rental income increased
due to rental rate increases at Lewis Park Apartments. The increase in rental
income was partially offset by the casualty loss as described above.
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 June 30, 1998 is approximately $91,000 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 June 30, 1997 is approximately $8,000 of major repairs and
maintenance comprised primarily of major landscaping and construction services.
Liquidity and Capital Resources
At June 30, 1998, the Partnership had cash and cash equivalents of approximately
$1,138,000 compared to approximately $1,402,000 at June 30, 1997. The net
(decrease) increase in cash and cash equivalents for the six months ended June
30, 1998 and 1997 is ($201,000) and $10,000, 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 distributions 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 property 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. The Partnership
paid accrued cash distributions of $6,000 to the General Partner and $294,000 to
the limited partners during the six months ended June 30, 1998. No cash
distributions were made during the six months ended June 30, 1997. Future cash
distributions will depend on the levels of net cash generated from operations,
capital expenditure requirements, property sales, financing, and the
availability of cash reserves.
Year 2000
The Partnership is dependent upon the Managing General Partner and Insignia for
management and administrative services. Insignia has completed an assessment
and will have to modify or replace portions of its software so that its computer
systems will function properly with respect to dates in the year 2000 and
thereafter (the "Year 2000 Issue"). The project is estimated to be completed
not later than December 31, 1998, which is prior to any anticipated impact on
its operating systems. The Managing General Partner believes that with
modifications to existing software and conversions to new software, the Year
2000 Issue will not pose significant operational problems for its computer
systems. However, if such modifications and conversions are not made, or are not
completed timely, the Year 2000 Issue could have a material impact on the
operations of the Partnership.
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 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:
None filed during the quarter ended June 30, 1998.
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/Carroll D. Vinson
Carroll D. Vinson
President and Director
By: /s/Robert D. Long, Jr.
Robert D. Long, Jr.
Vice President and Chief Accounting Officer
Date: August 11, 1998
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from
HCW Pension Real Estate Fund Limited Partnership 1998 Second 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> 6-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> JUN-30-1998
<CASH> 1,138
<SECURITIES> 0
<RECEIVABLES> 484
<ALLOWANCES> 16
<INVENTORY> 0
<CURRENT-ASSETS> 0<F1>
<PP&E> 15,535
<DEPRECIATION> (5,216)
<TOTAL-ASSETS> 12,018
<CURRENT-LIABILITIES> 0<F1>
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 11,341
<TOTAL-LIABILITY-AND-EQUITY> 12,018
<SALES> 0
<TOTAL-REVENUES> 1,395
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 1,437
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 196
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (42)
<EPS-PRIMARY> (2.61)<F2>
<EPS-DILUTED> 0
<FN>
<F1>Registrant has an unclassified balance sheet.
<F2>Multiplier is 1.
</FN>
</TABLE>
