<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
Quarterly Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the Quarterly Period Ended SEPTEMBER 30, 1999
Commission File Number 33-22857
CENTURY HILLCRESTE APARTMENT INVESTORS, L.P.
(A California Limited Partnership)
I.R.S. Employer Identification No. 95-4166241
9090 WILSHIRE BLVD., SUITE 201
BEVERLY HILLS, CALIF. 90211
Registrant's Telephone Number,
Including Area Code (310) 278-2191
Indicate by check mark whether the registrant (1) has filed all documents and
reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding twelve 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 [ ]
<PAGE> 2
CENTURY HILLCRESTE APARTMENT INVESTORS, L.P.
(A CALIFORNIA LIMITED PARTNERSHIP)
INDEX TO FORM 10-Q
FOR THE QUARTER ENDED SEPTEMBER 30, 1999
<TABLE>
<S> <C>
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements and Notes to Financial Statements
Balance Sheets, September 30, 1999 and December 31, 1998 .................1
Statements of Operations,
Nine and Three Months Ended September 30, 1999 and 1998.............2
Statement of Partners' Capital (Deficiency)
Nine Months Ended September 30, 1999 ...............................3
Statements of Cash Flows
Nine Months Ended September 30, 1999 and 1998.......................4
Notes to Financial Statements ............................................5
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations ................................9
PART II. OTHER INFORMATION
Item 1. Legal Proceedings ............................................................9
Item 6. Exhibits and Reports on Form 8-K .............................................9
Signatures ..........................................................................10
</TABLE>
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CENTURY HILLCRESTE APARTMENTS INVESTORS, L.P.
(A CALIFORNIA LIMITED PARTNERSHIP)
BALANCE SHEETS
SEPTEMBER 30, 1999 AND DECEMBER 31, 1998
<TABLE>
<CAPTION>
ASSETS
1999
(Unaudited) 1998
----------- -----------
<S> <C> <C>
RENTAL PROPERTY (Notes 1 and 2) $ -- $57,836,152
CASH AND CASH EQUIVALENTS (Note 1) 1,482,841 5,505,534
RESTRICTED CASH (Note 1) 158,700 158,700
OTHER ASSETS -- 94,363
----------- -----------
$ 1,641,541 $63,594,749
=========== ===========
LIABILITIES AND PARTNERS' CAPITAL
ACCOUNTS PAYABLE AND ACCRUED
LIABILITIES $ -- $ 436,035
COMMITMENTS AND CONTINGENCIES (Note 4)
PARTNERS' CAPITAL (Note 1) 1,641,541 63,158,714
----------- -----------
$ 1,641,541 $63,594,749
=========== ===========
</TABLE>
The accompanying notes are an integral part of these financial statements.
1
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CENTURY HILLCRESTE APARTMENTS INVESTORS, L.P.
(A CALIFORNIA LIMITED PARTNERSHIP)
STATEMENTS OF INCOME
NINE AND THREE MONTHS ENDED SEPTEMBER 30, 1999 AND 1998
(Unaudited)
<TABLE>
<CAPTION>
Nine months Three months Nine months Three months
ended ended ended ended
Sept 30, 1999 Sept 30, 1999 Sept 30, 1998 Sept 30, 1998
------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
REVENUES
Rental income $ -- $ -- $ 4,735,022 $ 1,622,184
Interest and other income 247,226 19,267 192,191 63,760
----------- ----------- ----------- -----------
247,226 19,267 4,927,213 1,685,944
----------- ----------- ----------- -----------
EXPENSES
Operating (Note 3) 85,550 -- 972,793 301,252
Property taxes -- -- 381,898 128,669
Management fee (Note 3) -- -- 140,564 48,953
General and administrative 224,497 52,995 354,889 160,180
Depreciation -- -- 529,167 176,389
----------- ----------- ----------- -----------
310,047 52,995 2,379,311 815,443
----------- ----------- ----------- -----------
NET (LOSS) INCOME $ (62,821) $ (33,728) $ 2,547,902 $ 870,501
=========== =========== =========== ===========
NET (LOSS) INCOME PER
DEPOSITORY UNIT $ (0.01) $ (0.00) $ 0.35 $ 0.12
=========== =========== =========== ===========
</TABLE>
The accompanying notes are an integral part of these financial statements.
2
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CENTURY HILLCRESTE APARTMENTS INVESTORS, L.P.
(A CALIFORNIA LIMITED PARTNERSHIP)
STATEMENTS OF PARTNERS' CAPITAL (DEFICIENCY)
NINE MONTHS ENDED SEPTEMBER 30, 1999
(Unaudited)
<TABLE>
<CAPTION>
Special Limited
General Limited Partner
Partners Partners (Note 1) Total
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
Parnership Interests 7,258,000
============
Balance, January 1, 1999 $ (18,942) $ 61,605,222 $ 1,572,434 $ 63,158,714
Distributions (Note 2) (228,545) (59,653,373) (1,572,434) (61,454,352)
Net loss for the nine
months ended September 30, 1999 (628) (62,193) -- (62,821)
------------ ------------ ------------ ------------
Balance, September 30, 1999 $ (248,115) $ 1,889,656 $ -- $ 1,641,541
============ ============ ============ ============
</TABLE>
The accompanying notes are an integral part of these financial statements.
3
<PAGE> 6
CENTURY HILLCRESTE APARTMENTS INVESTORS, L.P.
(A CALIFORNIA LIMITED PARTNERSHIP)
STATEMENTS OF CASH FLOWS
NINE MONTHS ENDED SEPTEMBER 30, 1999 AND 1998
(Unaudited)
<TABLE>
<CAPTION>
1999 1998
------------ ------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net (loss) income $ (62,821) $ 2,547,902
Adjustments to reconcile net (loss) income to net
cash (used in) provided by operating activities:
Depreciation -- 529,167
Decrease (increase) in other assets 94,363 (42,370)
(Decrease) increase in accounts payable
and accrued liabilities (436,035) 207,715
Decrease in security deposits -- (7,231)
Decrease in prepaid rent -- 11,443
------------ ------------
Net cash (used in) provided by operating activities (404,493) 3,246,626
------------ ------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Cash proceeds from sale 57,836,152 --
Increase in rental property -- (13,802)
------------ ------------
Net cash provided by (used in) operating activities 57,836,152 (13,802)
------------ ------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Distributions to partners (61,454,352) (1,803,066)
------------ ------------
NET (DECREASE) INCREASE IN CASH
AND CASH EQUIVALENTS (4,022,693) 1,429,758
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 5,505,534 4,100,537
------------ ------------
CASH AND CASH EQUIVALENTS, END OF PERIOD $ 1,482,841 $ 5,530,295
============ ============
</TABLE>
The accompanying notes are an integral part of these financial statements.
4
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CENTURY HILLCRESTE APARTMENT INVESTORS, L.P.
(A CALIFORNIA LIMITED PARTNERSHIP)
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 1999
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
GENERAL
The information contained in the following notes to the financial statements is
condensed from that which would appear in the annual financial statements;
accordingly, the financial statements included herein should be reviewed in
conjunction with the financial statements and related notes thereto contained in
the Annual Report for the year ended December 31, 1998 prepared by Century
HillCreste Apartment Investors, L.P. (the "Partnership"). Accounting
measurements at interim dates inherently involve greater reliance on estimates
than at year end. The results of operations for the interim periods presented
are not necessarily indicative of the results for the entire year.
In the opinion of National Partnership Investments Corp. ("NAPICO"), the
accompanying unaudited financial statements contain all adjustments (consisting
primarily of normal recurring accruals) necessary to present fairly the
financial position as of September 30, 1999, and the results of operations for
the nine and three months then ended and changes in cash flows for the nine
months then ended.
ORGANIZATION
The Partnership, a California limited partnership, was formed on June 6, 1988,
with NAPICO, the Managing General Partner, and HillCreste Properties Inc. the
Non-Managing General Partner, as the general partners (collectively, the
"General Partners"). On October 26, 1988, the Partnership issued to investors
(the "Limited Partners") 7,258,000 depositary units (each depositary unit being
entitled to the beneficial interest of a limited partnership interest), for a
total amount raised of $72,580,000, through a public offering.
Prior to December 30, 1998, NAPICO was a wholly owned subsidiary of Casden
Investment Corporation ("CIC"), which is wholly owned by Alan I. Casden. On
December 30, 1998, Casden Properties Operating Partnership, L.P., (the
"Operating Partnership"), a majority owned subsidiary of Casden Properties Inc.,
a real estate investment trust organized by Alan I. Casden, purchased a 95.25%
economic interest in NAPICO.
Concurrent with the issuance of the depositary units, the Partnership purchased
a 315-unit apartment complex in the Century City area of Los Angeles, California
(the "Property") from Casden Properties (the "Seller"). To complete the purchase
of the Property, the Seller purchased
5
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NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
a 10% special limited partnership interest in the Partnership for $6,855,000 and
became the Special Limited Partner of the Partnership.
Among other things, the Partnership Agreement provides that the 10% special
limited partnership interest be subordinate to the other Limited Partners'
specified priority return in the case of distributions of net cash flow from
operations, plus the other Limited Partners' return of capital in the case of
net sales or refinancing distribution proceeds.
Upon termination and liquidation of the Partnership, liquidating distributions
are made to the partners in accordance with their respective capital account
balances (as defined in the Partnership Agreement).
On December 30, 1998, the Partnership sold the Property for $58,500,000 to the
Operating Partnership. The partners intend to dissolve the Partnership in 1999.
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 reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
reported amounts of revenues and expenses during the reporting period. Actual
results could differ from those estimates.
CASH AND CASH EQUIVALENTS
Cash and cash equivalents consists of cash and bank certificates of deposit with
an original maturity of three months or less. The Partnership has its cash and
cash equivalents on deposit primarily with one money market mutual fund. Such
cash and cash equivalents are uninsured.
RESTRICTED CASH
Restricted cash consists of bank certificates of deposits assigned to the City
of Los Angeles in lieu of purchasing a subdivision improvement bond to
effectuate the privatization of city streets located within the Property's
perimeter during 1998. The Partnership is in process of having the assignment
released.
6
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CENTURY HILLCRESTE APARTMENT INVESTORS, L.P.
(A CALIFORNIA LIMITED PARTNERSHIP)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
SEPTEMBER 30, 1999
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
INCOME TAXES
No provision has been made for income taxes in the accompanying financial
statements as such taxes, if any, are the liability of the partners.
NET (LOSS) INCOME PER DEPOSITORY UNIT
Net (loss) income per depository unit was computed by dividing the limited
partners' share of net (loss) income (99 percent) by the number of depository
units outstanding during the year. The number of depository units was 7,258,000
for the periods presented.
IMPAIRMENT OF LONG-LIVED ASSETS
The Partnership reviews long-lived assets to determine if there has been any
permanent impairment whenever events or changes in circumstances indicate that
the carrying amount of the asset may not be recoverable. If the sum of the
expected future cash flows is less than the carrying amount of the assets, the
Partnership recognizes an impairment loss.
NOTE 2 - RENTAL PROPERTY
On December 30, 1998, the Partnership sold the Property for $58,500,000 to the
Operating Partnership, an affiliate of NAPICO. The sale resulted in net cash
proceeds to the Partnership of $57,916,894 and a gain of $24,646,417. The cash
proceeds were held in escrow at December 31, 1998 and were collected in 1999.
In March 1999, the Partnership made liquidating cash distributions of
$59,653,373 to the limited partners, $1,572,434 to the special limited partner
and $228,545 to the general partners, primarily using proceeds from the sale of
the building.
NOTE 3 - FEES PAID TO GENERAL PARTNERS AND AFFILIATES
In accordance with the Partnership Agreement certain fees and reimbursements are
paid to the General Partners and their affiliates as follows:
(a) A Partnership management fee payable to NAPICO of $50,000 annually. The fee
is included in general and administrative expenses.
7
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CENTURY HILLCRESTE APARTMENT INVESTORS, L.P.
(A CALIFORNIA LIMITED PARTNERSHIP)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
SEPTEMBER 30, 1999
NOTE 3 - FEES PAID TO GENERAL PARTNERS AND AFFILIATES (CONTINUED)
(b) NAPICO is entitled to receive 1 percent of distributions from operations
(as defined in the Partnership Agreement). This is paid quarterly by the
Partnership to NAPICO.
NOTE 4 - COMMITMENTS AND CONTINGENCIES
(a) NAPICO of the Partnership is a plaintiff in various lawsuits and has also
been named as a defendant in other lawsuits arising from transactions in
the ordinary course of business. In the opinion of management and NAPICO,
the claims will not result in any material liability to the Partnership.
(b) The Partnership has assessed the potential impact of the Year 2000 computer
systems issue on its operations. The Partnership believes that no
significant actions are required to be taken by the Partnership to address
the issue and that the impact of the Year 2000 computer systems issue will
not materially affect the Partnership's future operating results or
financial condition.
NOTE 5 - FAIR VALUE OF FINANCIAL INSTRUMENTS
Statement of Financial Accounting Standards No. 107, "Disclosure about Fair
Value of Financial Instruments," requires disclosure of fair value information
about financial instruments. The carrying amounts of assets and liabilities
reported on the balance sheets that require such disclosure approximate fair
value due to their short-term maturity.
8
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CENTURY HILLCRESTE APARTMENT INVESTORS, L.P.
(A CALIFORNIA LIMITED PARTNERSHIP)
SEPTEMBER 30, 1999
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL POSITION
AND RESULTS OF OPERATIONS
CAPITAL RESOURCES AND LIQUIDITY
The Partnership raised proceeds of $72,580,000 from the sale of depository
units, pursuant to a public offering and received additional capital
contributions from the General Partners of $1,050 and from the special limited
partner of $6,855,000. Currently, the only sources of Partnership income consist
of income from interest earned on Partnership reserves.
The Partnership pledged a certificate of deposit in the amount of $158,700 to
the City of Los Angeles, to secure an improvement guarantee on the construction
of a storm drain and related improvement, which was completed in 1998. Upon
final inspection, the Partnership will receive its deposit of $158,700.
RESULTS OF OPERATIONS
Due to the sale of the building on December 30, 1998, operations in 1999 consist
of interest and other income and general and administrative expenses. Included
in the interest and other income is interest income earned on cash and cash
equivalents of approximately $228,000 and $192,000 for the nine months ended
September 30, 1999 and 1998, respectively. Interest income increased in 1999 as
compared to 1998 as a result of interest earned on cash proceeds from the sale
of the Property held by the Partnership, prior to its distribution to the
partners. The Partnership has its cash and cash equivalents on deposit primarily
with one money market mutual fund.
The Partnership has assessed the potential impact of the Year 2000 computer
systems issue on its operations. The Partnership believes that no significant
actions are required to be taken by the Partnership to address the issue and
that the impact of the Year 2000 computer systems issue will not materially
affect the Partnership's future operating results or financial condition.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
As of September 30, 1999, NAPICO, the Managing General Partner, was a plaintiff
or defendant in several lawsuits, which are unrelated to the Partnership.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) No reports on Form 8-K were filed during the quarter ended September 30,
1999.
9
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CENTURY HILLCRESTE APARTMENT INVESTORS, L.P.
(A CALIFORNIA LIMITED PARTNERSHIP)
SEPTEMBER 30, 1999
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 HILLCRESTE APARTMENT INVESTORS, L.P.
(a California limited partnership)
By: National Partnership Investments Corp.,
its Managing General Partner
By: /s/ BRUCE NELSON
-------------------------------------
Bruce Nelson
President
Date: November 17, 1999
-----------------------------------
By: /s/ CHARLES H. BOXENBAUM
-------------------------------------
Charles H. Boxenbaum
Chief Executive Officer
Date: November 17, 1999
-----------------------------------
10
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
PARTNERSHIP'S STATEMENTS OF EARNINGS AND BALANCE SHEETS AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> SEP-30-1999
<CASH> 1,482,841
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 1,641,541
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 1,641,541
<CURRENT-LIABILITIES> 0
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 1,641,541
<TOTAL-LIABILITY-AND-EQUITY> 1,641,541
<SALES> 0
<TOTAL-REVENUES> 247,226
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 310,047
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (62,821)
<INCOME-TAX> 0
<INCOME-CONTINUING> (62,821)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (62,821)
<EPS-BASIC> 0
<EPS-DILUTED> 0
</TABLE>
