FORM 10-QSB--QUARTERLY REPORT UNDER SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
QUARTERLY OR TRANSITIONAL REPORT
(As last amended by 34-32231, eff. 6/3/93.)
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, 1996
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) (Zip Code)
Issuer's telephone number (864) 239-1000
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 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, 1996
Assets
Cash and cash equivalents:
Unrestricted $ 1,699
Restricted--tenant security deposits 166
Accounts receivable 76
Escrow for taxes 403
Other assets 47
Investment properties:
Land $ 1,121
Buildings and related personal property 13,199
14,320
Less accumulated depreciation (4,071) 10,249
$12,640
Liabilities and Partners' Capital (Deficit)
Liabilities
Accounts payable $ 98
Tenant security deposits 165
Accrued taxes 541
Other liabilities 147
Partners' Capital (Deficit)
General partners $ (45)
Limited partners (15,698 units
issued and outstanding) 11,734 11,689
$12,640
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,
1996 1995 1996 1995
Revenues:
Rental income $ 707 $ 722 $ 2,211 $ 2,220
Other income 43 35 127 112
Total revenues 750 757 2,338 2,332
Expenses:
Operating 267 233 769 743
General and administrative 70 74 219 246
Maintenance 171 151 412 405
Depreciation 137 149 407 432
Property taxes 98 98 295 281
Total expenses 743 705 2,102 2,107
Casualty loss -- -- -- (25)
Net income $ 7 $ 52 $ 236 $ 200
Net income allocated
to general partners (2%) $ -- $ 1 $ 5 $ 4
Net income allocated
to limited partners (98%) 7 51 231 196
$ 7 $ 52 $ 236 $ 200
Net income per limited
partnership unit $ .48 $ 3.25 $ 14.75 $ 12.52
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 Partner Partners Total
Original capital contributions 15,698 $ 200 $15,698,000 $15,698,200
Partners' (deficit) capital
at December 31, 1995 15,698 $ (50) $ 11,503 $ 11,453
Net income for the nine months
ended September 30, 1996 5 231 236
Partners' (deficit) capital
at September 30, 1996 15,698 $ (45) $ 11,734 $ 11,689
<FN>
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,
1996 1995
Cash flows from operating activities:
Net income $ 236 $ 200
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation 407 432
Amortization of leasing commissions 3 3
Casualty loss -- 25
Change in accounts:
Restricted cash 7 (3)
Accounts receivable 38 17
Escrows for taxes (283) (84)
Other assets (2) --
Accounts payable (30) (46)
Tenant security deposit liabilities (5) --
Accrued taxes 295 46
Other liabilities 72 97
Net cash provided by operating activities 738 687
Cash flows from investing activities:
Property improvements and replacements (152) (350)
Net insurance proceeds from property damage -- 173
Net cash used in investing (152) (177)
Net increase in cash 586 510
Cash and cash equivalents at beginning of period 1,113 847
Cash and cash equivalents at end of period $1,699 $1,357
<FN>
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 ("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. ("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, 1996, are not necessarily indicative of the results
that may be expected for the fiscal year ending December 31, 1996. 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,
1995.
Certain reclassifications have been made to the 1995 information to conform to
the 1996 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
property management services as noted below for the nine month periods ended
September 30, 1996, and 1995, respectively. Such fees are included 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:
Nine Months Ended
September 30,
1996 1995
(in thousands)
Property management fees $128 $123
Asset management fees 102 127
Reimbursement for services of affiliates 88 86
The Partnership insures its properties under a master policy through an agency
and 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 current year's master policy. The current agent assumed
the financial obligations to the affiliate of the Managing 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
Managing General Partner by virtue of the agent's obligations is not
significant.
NOTE C - CASUALTY
During the nine months ended September 30, 1995, the Partnership recorded a
casualty loss resulting from ice damage to the roofs at Lewis Park Apartments
and interiors of two buildings. Although the damage was covered by insurance,
the damage resulted in a loss of approximately $25,000, 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.
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, 1996 and 1995:
Average
Occupancy
Property 1996 1995
Lewis Park Apartments
Carbondale, Illinois 79% 75%
Highland Professional Tower
Kansas City, Missouri 87% 95%
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 in the
fourth quarter of 1996 and will continue throughout the year ending December 31,
1997.
The Partnership's net income for the nine months ended September 30, 1996, was
approximately $236,000 with the three months ended September 30, 1996, recording
net income of approximately $7,000. The Partnership reported net income of
approximately $200,000 and $52,000 for the corresponding periods of 1995. The
increase in net income for the nine months ended September 30, 1996, is
primarily attributable to a decrease in general and administrative expense and a
decrease in casualty loss. General and administrative expense decreased due to a
reduction in asset management fees charged by the Managing General Partner as a
result of a decrease in "tangible asset value" (as defined in the Partnership
Agreement). The Partnership recorded a casualty loss at Lewis Park Apartments
of approximately $25,000 resulting from ice damage to the roofs and interiors of
two buildings during the nine months ended September 30, 1995. Partially
offsetting the increase in net income was an increase in operating and
maintenance expenses for the three months ended September 30, 1996. Operating
expenses increased as a result of increased advertising, concessions, and
contract courtesy patrol expense. Maintenance expense increased due to
increases in contract yards and grounds, and contract interior painting.
As part of the ongoing business plan of the Partnership, the Managing General
Partner monitors the rental market environment of its investment properties to
assess the feasibility of increasing rents, maintaining or increasing occupancy
levels and protecting the Partnership from increases in expense. 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.
At September 30, 1996, the Partnership had unrestricted cash of approximately
$1,699,000 compared to approximately $1,357,000 at September 30, 1995. Net cash
provided by operating activities increased primarily as a result of increased
net income, as discussed above, and a decrease in accounts payable. Net cash
used in investing activities decreased as a result of insurance proceeds
received in 1995 from the ice damage to the roofs and interior of two buildings
at Lewis Park Apartments. In addition, property improvements and replacements
have decreased for the nine months ending September 30, 1996, offsetting the
effect of the net insurance proceeds received in 1995.
The Managing General Partner is currently addressing the deferred maintenance
issues at Highlands Professional Tower. The plan includes common area
renovations and repairs during the fourth quarter and will continue throughout
the year ending December 31, 1997. The Partnership currently has no other
material capital programs scheduled to be performed in 1996, 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 or is received from the capital reserve account.
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. 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. No cash distributions were made during the nine
months ended September 30, 1996 or 1995.
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, 1996.
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 12, 1996