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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, 1998
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[ ]
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CENTURY HILLCRESTE APARTMENT INVESTORS, L.P.
(A CALIFORNIA LIMITED PARTNERSHIP)
INDEX TO FORM 10-Q
FOR THE QUARTER ENDED SEPTEMBER 30, 1998
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements and Notes to Financial Statements
Balance Sheets, September 30, 1998 and December 31, 1997 ..............1
Statements of Operations,
Nine and Three Months Ended September 30, 1998 and 1997.......2
Statement of Partners' Capital (Deficiency)
Nine Months Ended September 30, 1998 .........................3
Statements of Cash Flows
Nine Months Ended September 30, 1998 and 1997.................4
Notes to Financial Statements .........................................5
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations .........................12
PART II. OTHER INFORMATION
Item 1. Legal Proceedings.............................................................13
Item 6. Exhibits and Reports on Form 8-K..............................................14
Signatures ............................................................................15
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CENTURY HILLCRESTE APARTMENTS INVESTORS, L.P.
(A CALIFORNIA LIMITED PARTNERSHIP)
BALANCE SHEETS
SEPTEMBER 30, 1998 AND DECEMBER 31, 1997
ASSETS
1998 1997
----------- -----------
(Unaudited)
RENTAL PROPERTY (Notes 1, 2 and 3) $33,497,961 $34,013,326
CASH AND CASH EQUIVALENTS (Note 1) 5,530,295 4,100,537
RESTRICTED CASH (Notes 1 and 5) 158,700 158,700
OTHER ASSETS (Note 5) 81,371 39,001
----------- -----------
$39,268,327 $38,311,564
=========== ===========
LIABILITIES AND PARTNERS' CAPITAL
ACCOUNTS PAYABLE AND ACCRUED
LIABILITIES (Note 4) $ 575,244 $ 367,529
SECURITY DEPOSITS 290,391 297,622
PREPAID RENT 28,309 16,866
----------- -----------
893,944 682,017
COMMITMENTS AND CONTINGENCIES (Note 5)
PARTNERS' CAPITAL (Note 1) 38,374,383 37,629,547
----------- -----------
$39,268,327 $38,311,564
=========== ===========
The accompanying notes are an integral part of these financial statements.
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CENTURY HILLCRESTE APARTMENTS INVESTORS, L.P.
(A CALIFORNIA LIMITED PARTNERSHIP)
STATEMENTS OF INCOME
NINE AND THREE MONTHS ENDED SEPTEMBER 30, 1998 AND 1997
(Unaudited)
Nine months Three months Nine months Three months
ended ended ended ended
Sept. 30, 1998 Sept. 30, 1998 Sept. 30, 1997 Sept. 30, 1997
------------- ------------- ------------- -------------
REVENUES
Rental income $4,735,022 $1,622,184 $4,364,707 $1,508,091
Interest and other income (Note 3) 192,191 63,760 200,428 69,306
---------- ---------- ---------- ----------
4,927,213 1,685,944 4,565,135 1,577,397
EXPENSES
Operating (Note 4) 972,793 301,252 909,943 202,535
Property taxes 381,898 128,669 270,128 134,551
Management fee (Note 4) 140,564 48,953 130,169 59,805
General and administrative (Note 4) 354,889 160,180 725,343 100,711
Depreciation 529,167 176,389 529,167 176,389
---------- ---------- ---------- ----------
2,379,311 815,443 2,564,750 673,991
---------- ---------- ---------- ----------
NET INCOME $2,547,902 $ 870,501 $2,000,385 $ 903,406
========== ========== ========== ==========
NET INCOME PER DEPOSITORY UNIT $ 0.35 $ 0.12 $ 0.28 $ 0.12
========== ========== ========== ==========
The accompanying notes are an integral part of these financial statements.
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CENTURY HILLCRESTE APARTMENTS INVESTORS, L.P.
(A CALIFORNIA LIMITED PARTNERSHIP)
STATEMENTS OF PARTNERS' CAPITAL (DEFICIENCY)
NINE MONTHS ENDED SEPTEMBER 30, 1998
(Unaudited)
Special Limited
General Limited Partner
Partners Partners (Note 1) Total
------------ ------------ ------------ ------------
PARTNERSHIP INTERESTS 7,258,000
============
BALANCE, January 1, 1998 $ (274,234) $ 37,903,781 $ -- $ 37,629,547
Distributions (Note 7) (18,030) (1,785,036) -- (1,803,066)
Net income for the nine months
ended September 30, 1998 25,479 2,522,423 -- 2,547,902
------------ ------------ ------------ ------------
BALANCE, September 30, 1998 $ (266,785) $ 38,641,168 $ -- $ 38,374,383
============ ============ ============ ============
The accompanying notes are an integral part of these financial statements.
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CENTURY HILLCRESTE APARTMENTS INVESTORS, L.P.
(A CALIFORNIA LIMITED PARTNERSHIP)
STATEMENTS OF CASH FLOWS
NINE MONTHS ENDED SEPTEMBER 30, 1998 AND 1997
(Unaudited)
1998 1997
----------- -----------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 2,547,902 $ 2,000,385
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation 529,167 529,167
Decrease (increase) in other assets (42,370) (21,273)
Increase (decrease) in accounts payable and
accrued liabilities 207,715 (54,448)
Decrease in security deposits (7,231) (12,562)
Increase (decrease) in prepaid rent 11,443 (42,233)
----------- -----------
Net cash provided by operating activities 3,246,626 2,399,036
----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Increase in rental property (13,802) (381,857)
----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Distributions to partners (1,803,066) (1,757,828)
----------- -----------
NET INCREASE IN CASH AND CASH EQUIVALENTS 1,429,758 259,351
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 4,100,537 3,490,463
----------- -----------
CASH AND CASH EQUIVALENTS, END OF PERIOD $ 5,530,295 $ 3,749,814
=========== ===========
The accompanying notes are an integral part of these financial statements.
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CENTURY HILLCRESTE APARTMENT INVESTORS, L.P.
(A CALIFORNIA LIMITED PARTNERSHIP)
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 1998
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, 1997 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, 1998, 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.
NAPICO is a wholly owned subsidiary of Casden Investment Corporation,
which is wholly owned by Alan I. Casden.
Concurrent with the issuance of the depository units, the Partnership
purchased a 315-unit luxury apartment complex in the Century City area
of Los Angeles (the "Property") from an affiliate of the Managing
General Partner (the "Seller") for a purchase price of $68,548,000. To
complete the purchase of the Property, the Seller purchased a 10
percent special limited partnership interest in the Partnership for
$6,855,000. The Partnership Agreement provides that the 10 percent
special limited partnership interest is 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.
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CENTURY HILLCRESTE APARTMENT INVESTORS, L.P.
(A CALIFORNIA LIMITED PARTNERSHIP)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
SEPTEMBER 30, 1998
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
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.
MINIMUM DISTRIBUTION GUARANTEE
The minimum distribution guarantee payments from the seller have been
reflected as a reduction in the carrying amount of the Property.
DEPRECIATION
Depreciation is reported using the straight-line method over the
estimated useful lives of the buildings and equipment as follows:
Buildings 35 years
Furniture and equipment 5 years
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 (see Note 5).
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.
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CENTURY HILLCRESTE APARTMENT INVESTORS, L.P.
(A CALIFORNIA LIMITED PARTNERSHIP)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
SEPTEMBER 30, 1998
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
NET INCOME PER DEPOSITORY UNIT
Net income per depository unit was computed by dividing the limited
partners' share of net 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
Rental property is carried at cost and consists of the following at
September 30, 1998 and December 31, 1997:
1998 1997
------------ ------------
Land $ 16,175,000 $ 16,175,000
Building 24,694,402 24,694,402
Furniture and equipment 3,870,000 3,870,000
Improvements 840,909 827,107
------------ ------------
45,580,311 45,566,509
Less accumulated depreciation (12,082,350) (11,553,183)
------------ ------------
$ 33,497,961 $ 34,013,326
============ ============
In a consent solicitation statement, dated July 21, 1998, NAPICO was
seeking the consent of the unitholders of the Partnership to a proposal
to compel the sale of the property to an affiliate of NAPICO for
$58,500,000, payable in cash. As of November 2, 1998, the sale of the
property was approved by a majority-in-interest of the unitholders of
the Partnership.
NOTE 3 - MINIMUM DISTRIBUTION GUARANTEE RECEIVABLE FROM PARTNER
The Minimum Distribution Guarantee Agreement (the "Guarantee
Agreement") required the Seller, who is also the Special Limited
Partner, to make payments to the Partnership, if and when necessary, in
an amount sufficient to enable the Partnership to provide the Limited
Partners with distributions
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CENTURY HILLCRESTE APARTMENT INVESTORS, L.P.
(A CALIFORNIA LIMITED PARTNERSHIP)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
SEPTEMBER 30, 1998
NOTE 3 - MINIMUM DISTRIBUTION GUARANTEE RECEIVABLE FROM PARTNER (CONTINUED)
sufficient to achieve a minimum annual return upon the Limited
Partners' investment in the Partnership, through December 31, 1993, as
follows:
Years Ended December 31, Annual Return on Investment
------------------------ ---------------------------
1988 8.0%
1989 8.0%
1990 8.5%
1991 9.0%
1992 9.0%
1993 9.0%
The Seller has funded a total of $13,130,998 directly to the
Partnership for distributions to the Limited Partners pursuant to the
Guarantee Agreement. This amount has been reflected as a reduction in
the carrying amount of the Property. Commencing in 1994, distributions
to the Partners have been made from cash flow from operations.
NOTE 4 - 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 the Managing General
Partner of $50,000 annually. The fee is included in general
and administrative expenses.
(b) Partnership expense reimbursements not to exceed $50,000
annually are paid to the Non-Managing General Partner. The
Non-Managing General Partner expense reimbursement for 1990
through 1996 in the amount of $350,000, which were previously
disputed, were paid in the nine months ended September 30,
1997. Of this amount, $50,000 was expensed in 1990 and was
included in accounts payable and accrued liabilities. The
balance of $300,000 was expensed and included in general and
administrative expenses in the nine months ended September 30,
1997.
(c) The Partnership is obligated to pay certain fees to the
Managing General Partner or its affiliates upon sale of the
Property. The payment of such fees is subordinated to certain
preferred returns to the Limited Partners.
(d) The Managing General Partner is entitled to receive 1 percent
of distributions (as defined in the Partnership Agreement).
This is paid quarterly by the Partnership to the Managing
General Partner.
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CENTURY HILLCRESTE APARTMENT INVESTORS, L.P.
(A CALIFORNIA LIMITED PARTNERSHIP)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
SEPTEMBER 30, 1998
NOTE 5 - COMMITMENTS AND CONTINGENCIES
a. Construction to "privatize" the streets and alleys providing
access to the Property and to construct wrought iron security
fencing with controlled entrances into the Property is now
complete at a cost to the Partnership of $839,349. 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 additional construction of a storm drain and
related improvement, which is also complete. Upon final
inspection, the City of Los Angeles will remove the
restriction on the Partnership's deposit of $158,700.
b. The Managing General Partner 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 the
Managing General Partner, the claims will not result in any
material liability to the Partnership.
c. 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 6 - 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.
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CENTURY HILLCRESTE APARTMENT INVESTORS, L.P.
(A CALIFORNIA LIMITED PARTNERSHIP)
SEPTEMBER 30, 1998
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 rental operations at the
Property and interest earned on Partnership reserves.
Construction to "privatize" the streets and alleys providing access to
the Property and to construct wrought iron security fencing with
controlled entrances into the Property is now complete at a cost to the
Partnership of $839,349. 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 additional construction of a storm
drain and related improvement, which is also complete. Upon final
inspection, the City of Los Angeles will remove the restriction on the
Partnership's deposit of $158,700.
RESULTS OF OPERATIONS
Occupancy averaged 96 percent and 95 percent for the nine months ended
September 30, 1998 and 1997, respectively. Rental income increased in
1998 as compared to 1997 as a result of the increase in occupancy and
an increase in rental charges per unit. Included in the interest and
other income is interest income earned on cash and cash equivalents of
approximately $178,000 and $125,000 for the nine months ended September
30, 1998 and 1997, respectively. Interest income increased in 1998 as
compared to 1997 as a result of the increase in cash and cash
equivalents from $4,100,537 at December 31, 1997 to $5,530,295 at
September 30, 1998. The Partnership has its cash and cash equivalents
on deposit primarily with one money market mutual fund.
General and administrative expenses decreased for the nine months ended
September 30, 1998 as compared to September 30, 1997 primarily as a
result of $300,000 in expense reimbursements to the Non-Managing
General Partner for 1991 through 1996 which was expensed in 1997. The
balance of the decrease in general and administrative expenses was
caused by a decrease in legal fees, which was due to certain litigation
being resolved in 1997.
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.
A real estate investment trust ("REIT") organized by affiliates of
NAPICO has proposed to purchase the property owned by the Partnership.
A consent solicitation statement has been sent to the limited partners
setting forth the terms and conditions for the purchase of the property
from the Partnership, together with an amendment to the Partnership
Agreement and other disclosures of various conflicts of interest in
connection with the transaction.
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CENTURY HILLCRESTE APARTMENT INVESTORS, L.P.
(A CALIFORNIA LIMITED PARTNERSHIP)
SEPTEMBER 30, 1998
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL POSITION AND
RESULTS OF OPERATIONS (CONTINUED)
RESULTS OF OPERATIONS (CONTINUED)
The REIT proposes to purchase such property for $58,500,000 in cash,
which it plans to raise in connection with a private placement of its
equity securities. As of November 2, 1998, the sale of the property was
approved by a majority-in-interest of the unitholders of the
Partnership.
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CENTURY HILLCRESTE APARTMENT INVESTORS, L.P.
(A CALIFORNIA LIMITED PARTNERSHIP)
SEPTEMBER 30, 1998
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
NAPICO, the Managing General Partner, was a plaintiff or defendant in several
lawsuits, which are unrelated to the Partnership. In addition, the Partnership
is involved in the actions described below:
Securities and Exchange Commission
The Partnership, NAPICO, and several of NAPICO's officers, directors and
affiliates consented to the entry, on June 25, 1997, of an administrative cease
and desist order by the U.S. Securities and Exchange Commission (the
"Commission"), without admitting or denying any of the findings made by the
Commission. The order concerns, in part, the treatment of Partnership funds
deposited between September 1991 and July 1993 in a master disbursement account
used by the Partnership's previous property management company. The Commission
found that those funds should have been recorded on the Partnership's books and
reported in its financial statements as related party accounts receivable rather
than as cash as done so by the Partnership's auditors. Although the Commission
found that this misclassification of current assets violated federal securities
laws, the Commission did not find that these violations were intentional nor did
the Commission find that limited partners had suffered any loss or damage as a
result of these violations. Moreover, the Commission's order does not impose any
cost, burden or penalty on the Partnership and does not impact NAPICO's ability
to serve as the Partnership's Managing General Partner.
The events that gave rise to the Commission's order occurred in or before 1993.
Subsequent corrective action by the Partnership and its general partners
precludes any recurrence of the cash management issues described in the
Commission's order.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) No reports on Form 8-K were filed during the quarter ended
September 30, 1998.
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CENTURY HILLCRESTE APARTMENT INVESTORS, L.P.
(A CALIFORNIA LIMITED PARTNERSHIP)
SEPTEMBER 30, 1998
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.
General Partner
/s/ PAUL PATIERNO
--------------------------------------
Paul Patierno
Chief Financial Officer
Date:
--------------------------------------
/s/ CHARLES BOXENBAUM
--------------------------------------
Charles Boxenbaum
Chief Executive Officer
Date:
--------------------------------------
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