FORM 10-QSB--QUARTERLY REPORT UNDER SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-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, 1997
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
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, 1997
Assets
Cash and cash equivalents:
Unrestricted $ 1,131
Restricted--tenant security deposits 117
Accounts receivable, net of allowance of $23 58
Escrows for taxes 206
Other assets 82
Investment properties:
Land $ 1,121
Buildings and related personal property 14,109
15,230
Less accumulated depreciation (4,725) 10,505
$12,099
Liabilities and Partners' Capital (Deficit)
Liabilities
Accounts payable $ 25
Tenant security deposit liabilities 117
Accrued taxes 306
Other liabilities 111
Partners' Capital (Deficit)
General partners $ (49)
Limited partners (15,698 units
issued and outstanding) 11,589 11,540
$12,099
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,
1997 1996 1997 1996
Revenues:
Rental income $ 664 $ 707 $ 2,037 $ 2,211
Other income 59 43 148 127
Total revenues 723 750 2,185 2,338
Expenses:
Operating 338 267 853 769
General and administrative 74 70 216 219
Maintenance 141 171 305 412
Depreciation 174 137 494 407
Property taxes 103 98 306 295
Total expenses 830 743 2,174 2,102
Net income (loss) $ (107) $ 7 $ 11 $ 236
Net income (loss) allocated
to general partners (2%) $ (2) $ -- $ -- $ 5
Net income (loss) allocated
to limited partners (98%) (105) 7 11 231
$ (107) $ 7 $ 11 $ 236
Net income (loss) per limited
partnership unit $ (6.68) $ .48 $ .69 $ 14.75
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 and original contributions)
Limited
Partnership General Limited
Units Partners Partners Total
Original capital contributions 15,698 $ 200 $15,698,000 $15,698,200
Partners' (deficit) capital
at December 31, 1996 15,698 $ (49) $ 11,578 $ 11,529
Net income for the nine months
ended September 30, 1997 -- -- 11 11
Partners' (deficit) capital
at September 30, 1997 15,698 $ (49) $ 11,589 $ 11,540
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,
1997 1996
Cash flows from operating activities:
Net income $ 11 $ 236
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation 494 407
Amortization of leasing commissions 3 3
Casualty gain (1) --
Change in accounts:
Restricted cash 48 7
Accounts receivable 30 38
Escrows for taxes 52 (283)
Other assets (23) (2)
Accounts payable (50) (30)
Tenant security deposit liabilities (45) (5)
Accrued taxes 59 295
Other liabilities 53 72
Net cash provided by operating activities 631 738
Cash flows from investing activities:
Property improvements and replacements (943) (152)
Net insurance proceeds 51 --
Net cash used in investing activities (892) (152)
Net increase in cash and cash equivalents (261) 586
Cash and cash equivalents at beginning of period 1,392 1,113
Cash and cash equivalents at end of period $ 1,131 $1,699
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 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.
In the opinion of IH, Inc. (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, 1997, are not necessarily indicative of the results
that may be expected for the fiscal year ending December 31, 1997. 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,
1996.
Certain reclassifications have been made to the 1996 information to conform to
the 1997 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 Partnership paid property management fees for the
property management services as noted below for the nine months ended September
30, 1997 and 1996 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 "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 reflected in the following
table:
Nine Months Ended
September 30,
1997 1996
(in thousands)
Property management fees $117 $128
Asset management fees 102 102
Reimbursement for services of affiliates
(includes approximately $28,000 and $7,000,
respectively, in reimbursements for
construction oversight costs) 110 88
For the period January 1, 1996 to August 31, 1997, the Partnership insured 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 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.
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, 1997 and 1996:
Average
Occupancy
Property 1997 1996
Lewis Park Apartments
Carbondale, Illinois 80% 79%
Highland Professional Tower
Kansas City, Missouri 75% 87%
The Managing General Partner attributes the decrease in occupancy at Highland
Professional Tower to tenants not renewing their leases due to deferred
maintenance at the property. The Managing General Partner is currently working
on a project to renovate the common areas of Highland Professional Tower. The
common area renovation project was substantially complete by the end of the
third quarter of 1997. The Managing General Partner believes that the project
will attract and retain tenants when fully complete.
The Partnership's net income for the nine months ended September 30, 1997, was
approximately $11,000 compared to net income of approximately $236,000 for the
corresponding period in 1996. The Partnership's net loss for the three months
ended September 30, 1997, was approximately $107,000 compared to net income of
approximately $7,000 for the corresponding period in 1996. The increase in net
loss and the decrease in net income for the three and nine month periods ended
September 30, 1997, respectively, is primarily attributable to a decrease in
rental income and an increase in operating and depreciation expenses. Rental
income decreased as a result of the decrease in occupancy at Highland
Professional Tower as noted above. Operating expense increased due to an
increase in rental concessions and advertising costs incurred in an effort to
increase the occupancy levels at Lewis Park Apartments. Depreciation expense
increased due to the fixed asset additions related to the ongoing renovation
project at Highland Professional Tower. These items were partially offset by a
decrease in maintenance expense. The decrease in maintenance expense is
primarily due to interior and exterior building repair work performed at Lewis
Park during the nine months ended September 30, 1996. Included in maintenance
expense for the nine month period ended September 30, 1997 is approximately
$14,000 related to major landscaping and construction oversight reimbursements.
Included in maintenance expense for the nine month period ended September 30,
1996 is approximately $83,000 of major repairs and maintenance including
interior and exterior building improvements, and swimming pool repairs.
As part of the ongoing business plan of the Partnership, the 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 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 General Partner will
be able to sustain such a plan.
At September 30, 1997, the Partnership had unrestricted cash of approximately
$1,131,000 compared to approximately $1,699,000 at September 30, 1996. Net cash
provided by operating activities decreased primarily due to a decrease in net
income and accrued taxes. This decrease was partially offset by a decrease in
escrows for taxes. Net cash used in investing activities increased due to the
increase in property improvements and replacements. The Partnership received
insurance proceeds related to a casualty gain at Lewis Park Apartments. The
property experienced wind and hail damage to the roofs which had to be replaced.
The Managing General Partner is currently addressing the deferred maintenance
issues at Highland Professional Tower. The plan to address the deferred
maintenance issues includes the replacement of glass in the entry way, the
replacement of flooring and wallcoverings, restroom and elevator renovations,
and the installation of fire alarm and security systems. These renovations will
be paid from cash from operations and were substantially complete by the end of
the third quarter of 1997. The Partnership 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 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. No cash
distributions were made during the nine months ended September 30, 1997 or 1996,
respectively. Future cash distributions will depend on the levels of net cash
generated from operations, capital expenditure requirements, property sales,
financings, and the availability of cash reserves.
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 September 30, 1997.
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
By: /s/Robert D. Long, Jr.
Robert D. Long, Jr.
Vice President/CAO
Date: November 13, 1997