#  

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

 

# Form 10-Q

 

(Mark One)

[X]   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended June 30, 2011

 

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 registrant as specified in its charter)

 
| Massachusetts                   | 04-2825863          |
|---------------------------------|---------------------|
| (State or other jurisdiction of | (I.R.S. Employer    |
| incorporation or organization)  | Identification No.) |

 
| 55 Beattie Place, P.O. Box 1089                      |
|------------------------------------------------------|
| Greenville, South Carolina  29602               |
| (Address of principal executive offices)             |
|                                                 |
| (864) 239-1000                                       |
| (Registrant's telephone number, including area code) |

 

 

Indicate by check mark whether the registrant (1) has 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.  

[X] Yes  [ ] No

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). [ ] Yes  [ ] No

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 
| Large accelerated filer [ ]                                               | Accelerated filer [ ]         |
|---------------------------------------------------------------------------|-------------------------------|
| Non-accelerated filer [ ] 

(Do not check if a smaller reporting company) | Smaller reporting company [X] |

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes __ No   X_

 

### PART I – FINANCIAL INFORMATION

 

 

**ITEM 1.     FINANCIAL STATEMENTS**

 

 

HCW PENSION REAL ESTATE FUND LIMITED PARTNERSHIP

 

BALANCE SHEETS

(Unaudited)

 (In thousands)

 
|                                         | June 30,

2011                 | December 31,

2010             |
|----------------------------------------------|--------------------------------|--------------------------------|
| Assets                                       |                           |                           |
| Cash and cash equivalents                    | $    156        | $     79   |
| Receivables and deposits                     |      160   |      122   |
| Other assets                                 |      159   |      120   |
| Investment property:                         |                           |                           |
| Land                                         |      621   |      621   |
| Buildings and related personal property      |   11,284             |   12,733             |
| Total investment property                    |   11,905             |   13,354             |
| Less accumulated depreciation                |    (9,428)           |   (10,526)                |
| Investment property, net                     |    2,477        |    2,828        |
| Total assets                                 | $  2,952                  | $  3,149                  |
|                                         |                           |                           |
| Liabilities and Partners' Deficit            |                           |                           |
| Liabilities                                  |                           |                           |
| Accounts payable                             | $     47   | $     45   |
| Tenant security deposit liabilities          |      134   |      113   |
| Accrued property taxes                       |      345   |      226   |
| Other liabilities                            |      136   |      135   |
| Due to affiliates                            |    2,544             |    2,518             |
| Mortgage note payable                        |    3,610        |    3,739        |
| Total liabilities                            |    6,816        |    6,776        |
|                                         |                           |                           |
| Partners' Deficit                            |                           |                           |
| General partner                              |      (212) |      (207) |
| Limited partners                             |    (3,652)           |    (3,420)           |
| Total partners’ deficit                 |    (3,864)           |    (3,627)           |
| Total liabilities and partners’ deficit | $  2,952                  | $  3,149                  |

 

*See Accompanying Notes to Financial Statements*

 

 

HCW PENSION REAL ESTATE FUND LIMITED PARTNERSHIP 

 

STATEMENTS OF OPERATIONS

(Unaudited)

(In thousands, except per unit data)

 

 
|                                                 | Three Months Ended

June 30,

2011    | Three

Months

Ended

June 30,

2010  |  

Six Months Ended

June 30,

2011 |  

Six Months Ended

June 30,

2010 |
|------------------------------------------------------|---------------------------------------|---------------------------------------|------------------------------------------|------------------------------------------|
| Revenues:                                            |                                  |                                  |                                     |                                     |
| Rental income                                        | $   512                     | $   450                     | $ 1,056                                  | $   921                        |
| Other income                                         |      53           |      43           |     101                   |     133                   |
| Total revenues                                       |     565                |     493                |   1,157                        |   1,054                        |
|                                                 |                                  |                                  |                                     |                                     |
| Expenses:                                            |                                  |                                  |                                     |                                     |
| Operating                                            |     258                |     288                |     546                   |     589                   |
| General and administrative                           |      39           |      32           |      74              |      70              |
| Depreciation                                         |     196                |     194                |     392                   |     388                   |
| Property taxes                                       |      59           |      70           |     104                   |     139                   |
| Interest                                             |     138                |     134                |     278                   |     268                   |
| Total expenses                                       |     690                |     718                |   1,394                        |   1,454                        |
|                                                 |                                  |                                  |                                     |                                     |
| Casualty gain                                        |      --           |      --           |      --              |      47              |
|                                                 |                                  |                                  |                                     |                                     |
| Net loss                                             |  $  (125)                   |  $  (225)                   |  $  (237)                      |  $  (353)                      |
|                                                 |                                  |                                  |                                     |                                     |
| Net loss allocated to

  general partner (2%)   |  

 $    (3) |  

 $    (4) |  

 $    (5)    |  

 $    (7)    |
|                                                 |                                  |                                  |                                     |                                     |
| Net loss allocated to

  limited partners (98%) |  

 $  (122)           |  

 $  (221)           |  

 $  (232)              |  

 $  (346)              |
|                                                 |                                  |                                  |                                     |                                     |
| Net loss per limited

  partnership unit        |  

 $ (7.77)                |  

 $(14.08)                |  

 $(14.78)                   |  

 $(22.05)                   |

 

*See Accompanying Notes to Financial Statements*

 

 

HCW PENSION REAL ESTATE FUND LIMITED PARTNERSHIP

 

STATEMENT OF CHANGES IN PARTNERS' DEFICIT

(Unaudited)

(In thousands)

 

 

 
|                                            |  

General
Partner            |  

Limited
Partners |  

 

Total    |
|-------------------------------------------------|------------------------------------|--------------------------|--------------------------|
|                                            |                               |                     |                     |
| Partners' deficit at December 31, 2010          |  $  (207)                |  $(3,420)           |  $(3,627)           |
|                                            |                               |                     |                     |
| Net loss for the six months ended June 30, 2011 |       (5) |     (232) |     (237) |
|                                            |                               |                     |                     |
| Partners' deficit at June 30, 2011              |  $  (212)                |  $(3,652)           |  $(3,864)           |

 

*See Accompanying Notes to Financial Statements*

HCW PENSION REAL ESTATE FUND LIMITED PARTNERSHIP

 

STATEMENTS OF CASH FLOWS

(Unaudited)

(In thousands)

 
|                                                                             | Six Months Ended

June 30,

2011    | Six Months Ended

June 30,

2010    |
|----------------------------------------------------------------------------------|-------------------------------------|-------------------------------------|
| Cash flows from operating activities:                                            |                                |                                |
| Net loss                                                                         |  $  (237)                 |  $  (353)                 |
| Adjustments to reconcile net loss to net cash provided

by operating activities: |                                |                                |
| Depreciation                                                                     |     392              |     388              |
| Amortization of loan costs                                                       |       2    |       2    |
| Casualty gain                                                                    |      --         |      (47)       |
| Change in accounts:                                                              |                                |                                |
| Receivables and deposits                                                         |      (38)       |      (29)       |
| Other assets                                                                     |      (41)       |      (49)       |
| Accounts payable                                                                 |       (4)  |       3    |
| Tenant security deposit liabilities                                              |      21         |      25         |
| Accrued property taxes                                                           |     119              |     138              |
| Other liabilities                                                                |       1    |      (22)       |
| Due to affiliates                                                                |      80         |     138              |
| Net cash provided by operating activities                                        |     295              |     194              |
|                                                                             |                                |                                |
| Cash flows from investing activities:                                            |                                |                                |
| Property improvements and replacements                                           |      (35)       |     (249)            |
| Insurance proceeds received                                                      |      --         |      48         |
| Net cash used in investing activities                                            |      (35)       |     (201)            |
|                                                                             |                                |                                |
| Cash flows from financing activities:                                            |                                |                                |
| Payment on advances from affiliate                                               |      (54)       |      --         |
| Advances from affiliate                                                          |      --         |      88         |
| Payments on mortgage note payable                                                |     (129)            |     (119)            |
| Net cash used in financing activities                                            |     (183)            |      (31)       |
|                                                                             |                                |                                |
| Net increase (decrease) in cash and cash equivalents                             |      77         |      (38)       |
|                                                                             |                                |                                |
| Cash and cash equivalents at beginning of period                                 |      79         |     169              |
| Cash and cash equivalents at end of period                                       | $   156                   | $   131                   |
|                                                                             |                                |                                |
| Supplemental disclosure of cash flow information:                                |                                |                                |
| Cash paid for interest                                                           | $   155                   | $   159                   |
| Supplemental disclosure of non-cash activity:                                    |                                |                                |
| Property improvements and replacements in accounts

  payable               |  

$     6 |  

$     9 |

 

*See Accompanying Notes to Financial Statements*

 

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" or "Registrant") have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 8-03 of Regulation S-X.  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 Partner 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 items) considered necessary for a fair presentation have been included. Operating results for the three and six months ended June 30, 2011 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2011. The balance sheet at December 31, 2010 has been derived from the audited financial statements at that date but does not include all of the information and disclosures required by generally accepted accounting principles for complete financial statements.For further information, refer to the financial statements and footnotes thereto included in the Partnership's Annual Report on Form 10-K for the fiscal year ended December 31, 2010. The General Partner and Managing General Partner are both affiliates of Apartment Investment and Management Company ("Aimco"), a publicly traded real estate investment trust.

 

At June 30, 2011 and December 31, 2010, the Partnership had outstanding 15,693 limited partnership interests.

 

The Partnership’s management evaluated subsequent events through the time this Quarterly Report on Form 10-Q was filed.

 

Certain reclassifications have been made to the 2010 balances to conform to the 2011 presentation.

 

###### Note B – Transactions with Affiliated Parties

 

The Partnership has no employees and depends on the Managing General Partner and its affiliates for the management and administration of all Partnership activities. The Partnership Agreement provides for (i) certain payments to affiliates for services and (ii) reimbursement of certain expenses incurred by affiliates on behalf of the Partnership.  

 

Affiliates of the Managing General Partner receive 5% of gross receipts from the Partnership's sole property as compensation for providing property management services. The Partnership paid to such affiliates approximately $58,000 and $53,000 for the six months ended June 30, 2011 and 2010, respectively, which is included in operating expenses. At December 31, 2010, the Partnership owed approximately $1,000 of property management fees which is included in due to affiliates. No such fees were owed at June 30, 2011.

 

An affiliate of the Managing General Partner charged the Partnership asset management fees amounting to approximately $25,000 and $14,000 for the six months ended June 30, 2011 and 2010, respectively, which are included in general and administrative expenses. The asset management fees are calculated based on a percentage of the tangible asset value of the Partnership as defined in the Partnership Agreement.  The percentage as stipulated in the Partnership Agreement is 0.50% for both 2011 and 2010. At June 30, 2011 and December 31, 2010, the Partnership owed approximately $5,000 and $22,000, respectively, of asset management fees which are included in due to affiliates. 

 

Affiliates of the Managing General Partner charged the Partnership reimbursement of accountable administrative expenses amounting to approximately $17,000 and $19,000 for the six months ended June 30, 2011 and 2010, respectively, which is included in general and administrative expenses. At December 31, 2010, the Partnership owed approximately $23,000 of accountable administrative expenses which are included in due to affiliates. There were no such amounts owed to the Managing General Partner at June 30, 2011.

 

In accordance with the Partnership Agreement, AIMCO Properties, L.P., an affiliate of the Managing General Partner advanced the Partnership approximately $88,000 during the six months ended June 30, 2010 to assist with capital expenditures and operating expenses at Lewis Park Apartments. There were no advances received during the six months ended June 30, 2011. During the six months ended June 30, 2011, the Partnership repaid advances and associated accrued interest of approximately $60,000 with cash from operations. No such payments were made during the six months ended June 30, 2010. At June 30, 2011 and December 31, 2010, the total advances and accrued interest due to AIMCO Properties, L.P. was approximately $2,539,000 and $2,472,000, respectively. The interest rates on the outstanding advances made to the Partnership are based on the prime rate plus a market rate adjustment for similar type loans. Affiliates of the Managing General Partner review the market rate adjustment quarterly. The interest rates on outstanding advances at June 30, 2011 ranged from 9.44% to 18.56%. Interest expense was approximately $127,000 and $108,000 for the six months ended June 30, 2011 and 2010, respectively. The Partnership may receive additional advances of funds from AIMCO Properties, L.P. although AIMCO Properties, L.P. is not obligated to provide such advances.  For more information on AIMCO Properties, L.P., including copies of its audited balance sheets, please see its reports filed with the Securities and Exchange Commission. 

 

The Partnership insures its property up to certain limits through coverage provided by Aimco which is generally self-insured for a portion of losses and liabilities related to workers’ compensation, property casualty, general liability and vehicle liability. The Partnership insures its property above the Aimco limits through insurance policies obtained by Aimco from insurers unaffiliated with the Managing General Partner.  During the six months ended June 30, 2011, the Partnership was charged by Aimco and its affiliates approximately $44,000 for hazard insurance coverage and fees associated with policy claims administration. Additional charges will be incurred by the Partnership during 2011 as other insurance policies renew later in the year. The Partnership was charged by Aimco and its affiliates approximately $72,000 for insurance coverage and fees associated with policy claims administration during the year ended December 31, 2010.

 

**Note C – Fair Value of Financial Instruments**

 

Financial Accounting Standards Board Accounting Standards Codification Topic 825, “Financial Instruments”, requires disclosure of fair value information about financial instruments, whether or not recognized in the balance sheet, for which it is practicable to estimate fair value. Fair value is defined as the amount at which the instruments could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale. The Partnership believes that the carrying amount of its financial instruments (except for the mortgage note payable) approximates their fair value due to the short-term maturity of these instruments. The Partnership estimates the fair value of its mortgage note payable by discounting future cash flows using a discount rate commensurate with that currently believed to be available to the Partnership for similar term, fully amortizing mortgage notes payable. At June 30, 2011, the fair value of the Partnership's mortgage note payable at the Partnership's incremental borrowing rate was approximately $4,158,000.

 

**Note D – Casualty Event**

 

In May 2009, Lewis Park Apartments suffered storm damage to several of its apartment buildings. The damages were approximately $527,000, including clean up costs of approximately $49,000. The clean up costs were included in operating expenses for the year ended December 31, 2009. Insurance proceeds of approximately $469,000 were received during the year ended December 31, 2009, which included approximately $49,000 in proceeds for clean up costs and were held by the mortgage lender until the repairs and clean up were completed. The Partnership recognized a casualty gain of approximately $398,000 during the year ended December 31, 2009, as a result of the receipt of insurance proceeds of approximately $420,000, net of the write off of undepreciated damaged assets of approximately $22,000. During the six months ended June 30, 2010, the Partnership recognized an additional casualty gain of approximately $47,000 as a result of the receipt of additional insurance proceeds of approximately $48,000 net of the write-off of additional undepreciated assets of approximately $1,000.  No additional insurance proceeds are anticipated to be received.

######  

###### Note E – Contingencies

 

The Partnership is unaware of any pending or outstanding litigation matters involving it or its investment property that are not of a routine nature arising in the ordinary course of business.

 

Environmental

 

Various Federal, state and local laws subject property owners or operators to liability for management, and the costs of removal or remediation, of certain potentially hazardous materials  present on a property, including lead-based paint, asbestos, polychlorinated biphenyls, petroleum-based fuels, and other miscellaneous materials. Such laws often impose liability without regard to whether the owner or operator knew of, or was responsible for, the release or presence of such materials. The presence of, or the failure to manage or remedy properly, these materials may adversely affect occupancy at affected apartment communities and the ability to sell or finance affected properties. In addition to the costs associated with investigation and remediation actions brought by government agencies, and potential fines or penalties imposed by such agencies in connection therewith, the improper management of these materials on a property could result in claims by private plaintiffs for personal injury, disease, disability or other infirmities. Various laws also impose liability for the cost of removal, remediation or disposal of these materials through a licensed disposal or treatment facility. Anyone who arranges for the disposal or treatment of these materials is potentially liable under such laws. These laws often impose liability whether or not the person arranging for the disposal ever owned or operated the disposal facility. In connection with the ownership, operation and management of its property, the Partnership could potentially be responsible for environmental liabilities or costs associated with its property.  

 

**Note F – Investment Property**

 

During the three months ended June 30, 2011, the Partnership retired and wrote off personal property no longer being used that had a cost basis of approximately $1,490,000 and accumulated depreciation of approximately $1,490,000.

**ITEM 2.     MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS**

 

The Private Securities Litigation Reform Act of 1995 provides a “safe harbor” for forward-looking statements in certain circumstances. Certain information included in this Quarterly Report contains or may contain information that is forward-looking within the meaning of the federal securities laws, including, without limitation, statements regarding the Partnership’s ability to maintain current or meet projected occupancy, rental rates and property operating results and the effect of redevelopments. Actual results may differ materially from those described in these forward-looking statements and, in addition, will be affected by a variety of risks and factors, some of which are beyond the Partnership’s control, including, without limitation: financing risks, including the availability and cost of financing and the risk that the Partnership’s cash flows from operations may be insufficient to meet required payments of principal and interest; natural disasters and severe weather such as hurricanes; national and local economic conditions, including the pace of job growth and the level of unemployment; energy costs; the terms of governmental regulations that affect the Partnership’s property and interpretations of those regulations; the competitive environment in which the Partnership operates; real estate risks, including fluctuations in real estate values and the general economic climate in local markets and competition for residents in such markets; insurance risk, including the cost of insurance; litigation, including costs associated with prosecuting or defending claims and any adverse outcomes; and possible environmental liabilities, including costs, fines or penalties that may be incurred due to necessary remediation of contamination of properties presently owned or previously owned by the Partnership. Readers should carefully review the Partnership’s financial statements and the notes thereto, as well as the other documents the Partnership files from time to time with the Securities and Exchange Commission.

 

The Partnership’s investment property consists of one residential apartment complex. The following table sets forth the average occupancy of the property for the six months ended June 30, 2011 and 2010:

 

|                        | Average Occupancy |
|-----------------------------|-------------------|
| Property                    | 2011              | 2010 |
|                        |              |   |
| Lewis Park Apartments       | 95%               | 85% |
|   Carbondale, Illinois |              |   |

 

The Managing General Partner attributes the increase in occupancy at Lewis Park Apartments to improvements to the appearance of the property and an improved marketing plan. 

 

The Partnership’s financial results depend upon a number of factors including the ability to attract and maintain tenants at the investment property, interest rates on mortgage loans, costs incurred to operate the investment property, general economic conditions and weather. 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, the Managing General Partner may use rental concessions and rental rate reductions to offset softening market conditions, accordingly, there is no guarantee that the Managing General Partner will be able to sustain such a plan. Further, a number of factors that are outside the control of the Partnership such as the local economic climate and weather can adversely or positively impact the Partnership’s financial results.

 

Results of Operations

 

The Partnership’s net loss for the three and six months ended June 30, 2011 was approximately $125,000 and $237,000, respectively, compared to net losses of approximately $225,000 and $353,000 for the three and six months ended June 30, 2010, respectively. The decrease in net loss for the three months ended June 30, 2011 is due to an increase in total revenues and a decrease in total expenses. The decrease in net loss for the six months ended June 30, 2011 is due to an increase in total revenues and a decrease in total expenses, partially offset by a decrease in the recognition of a casualty gain. 

 

Total revenues increased for the three months ended June 30, 2011 due to increases in both rental and other income. Total revenues increased for the six months ended June 30, 2011 due to an increase in rental income, partially offset by a decrease in other income. The increase in rental income for both periods is due to an increase in both occupancy and the average rental rate and a decrease in bad debt expense at Lewis Park Apartments. Other income increased for the three month period mainly due to an increase in lease cancellation fees. Other income decreased for the six month period due to the receipt of a non-recurring cable television reimbursement during 2010.

 

Total expenses decreased for the three months ended June 30, 2011 due to decreases in operating and property tax expenses, partially offset by a slight increase in general and administrative expense. Depreciation and interest expenses remained relatively constant for the three months ended June 30, 2011. Total expenses decreased for the six months ended June 30, 2011 due to decreases in operating and property tax expenses, partially offset by an increase in interest expense. General and administrative and depreciation expenses remained relatively constant for the six months ended June 30, 2011. Operating expenses decreased for the three month period due to decreases in utility and advertising costs and cable television expenses. Operating expenses decreased for the six month period due to decreases in salaries and related benefits, utility and advertising costs and cable television expenses, partially offset by increases in security services and hazard insurance premiums. Property tax expense decreased for the six month period due to the receipt of a refund during the first quarter of 2011 as a result of the successful appeal of the 2008 property taxes. Additionally, the decrease in property tax expense for both periods is due to a decrease in the assessed value of the property for current year taxes. Interest expense increased for the six months ended June 30, 2011 primarily due to an increase in interest on advances received from AIMCO Properties, L.P., an affiliate of the Managing General Partner, as a result of an increase in the average outstanding advance balance.  

 

General and administrative expense increased for the three months ended June 30, 2011 as a result of an increase in asset management fees.  The asset management fee is calculated based on a percentage of the tangible asset value of the Partnership as defined in the Partnership Agreement.  The percentage as stipulated in the Partnership Agreement was 0.50% for both 2011 and 2010. Also included in general and administrative expenses for the three and six months ended June 30, 2011 and 2010 are reimbursements to the Managing General Partner as allowed under the Partnership Agreement, costs associated with the quarterly and annual communications with investors and regulatory agencies and the annual audit required by the Partnership Agreement.

 

In May 2009, Lewis Park Apartments suffered storm damage to several of its apartment buildings. The damages were approximately $527,000, including clean up costs of approximately $49,000. The clean up costs were included in operating expenses for the year ended December 31, 2009. Insurance proceeds of approximately $469,000 were received during the year ended December 31, 2009, which includes approximately $49,000 in proceeds for clean up costs and were held by the mortgage lender until the repairs and clean up were completed. The Partnership recognized a casualty gain of approximately $398,000 during the year ended December 31, 2009, as a result of the receipt of insurance proceeds of approximately $420,000, net of the write off of undepreciated damaged assets of approximately $22,000. During the six months ended June 30, 2010, the Partnership recognized an additional casualty gain of approximately $47,000 as a result of the receipt of additional insurance proceeds of approximately $48,000 net of the write-off of additional undepreciated assets of approximately $1,000. No additional insurance proceeds are anticipated to be received.

 

Liquidity and Capital Resources

 

At June 30, 2011, the Partnership had cash and cash equivalents of approximately $156,000 compared to approximately $79,000 at December 31, 2010.  Cash and cash equivalents increased approximately $77,000 due to approximately $295,000 of cash provided by operating activities, partially offset by approximately $183,000 and $35,000 of cash used in financing and investing activities, respectively. Cash used in financing activities consisted of principal payments made on the mortgage encumbering Lewis Park Apartments and repayment of advances received from an affiliate of the Managing General Partner. Cash used in investing activities consisted of property improvements and replacements.

 

In accordance with the Partnership Agreement, AIMCO Properties, L.P., an affiliate of the Managing General Partner advanced the Partnership approximately $88,000 during the six months ended June 30, 2010 to assist with capital expenditures and operating expenses at Lewis Park Apartments. There were no advances received during the six months ended June 30, 2011. During the six months ended June 30, 2011, the Partnership repaid advances and associated accrued interest of approximately $60,000 with cash from operations. No such payments were made during the six months ended June 30, 2010. At June 30, 2011 and December 31, 2010, the total advances and accrued interest due to AIMCO Properties, L.P. was approximately $2,539,000 and $2,472,000, respectively. The interest rates on the outstanding advances made to the Partnership are based on the prime rate plus a market rate adjustment for similar type loans. Affiliates of the Managing General Partner review the market rate adjustment quarterly. The interest rates on outstanding advances at June 30, 2011 ranged from 9.44% to 18.56%. Interest expense was approximately $127,000 and $108,000 for the six months ended June 30, 2011 and 2010, respectively. The Partnership may receive additional advances of funds from AIMCO Properties, L.P. although AIMCO Properties, L.P. is not obligated to provide such advances.  For more information on AIMCO Properties, L.P., including copies of its audited balance sheets, please see its reports filed with the Securities and Exchange Commission.

 

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 and to comply with Federal, state, and local legal and regulatory requirements. The Managing General Partner monitors developments in the area of legal and regulatory compliance.  Capital improvements planned for the Partnership’s property are detailed below.

 

During the six months ended June 30, 2011, the Partnership completed approximately $41,000 of capital expenditures at Lewis Park Apartments, consisting primarily of air conditioning upgrades, water heaters and appliance and floor covering replacements. These improvements were funded from operating cash flow. The Partnership regularly evaluates the capital improvement needs of the property. While the Partnership has no material commitments for property improvements and replacements, certain routine capital expenditures are anticipated during the remainder of 2011. Such capital expenditures will depend on the physical condition of the property as well as anticipated cash flow generated by the property.

 

The capital expenditures will be incurred only if cash is available from operations, Partnership reserves or advances from AIMCO Properties, L.P., although AIMCO Properties, L.P. is not obligated to fund such advances.  To the extent that such capital improvements are completed, the Partnership's distributable cash flow, if any, may be adversely affected at least in the short term.

 

The Partnership's assets are thought to be generally sufficient for any short-term needs (exclusive of capital improvements and repayment of amounts accrued and payable to affiliates) of the Partnership. The mortgage indebtedness encumbering Lewis Park Apartments of approximately $3,610,000 is amortized over 20 years with a maturity date of September 1, 2020, at which time the loan is scheduled to be fully amortized.

 

The Partnership made no distributions to its partners during the six months ended June 30, 2011 or 2010. Future cash distributions will depend on the levels of net cash generated from operations, property sale and/or refinancing. The Partnership's cash available for distribution is reviewed on a monthly basis. In light of the amounts accrued and payable to affiliates at June 30, 2011, it is unlikely that the Partnership will generate sufficient funds from operations, after capital improvement expenditures and repayment of amounts accrued and payable to affiliates, to permit distributions to its partners during 2011 or subsequent periods.

 

Other

 

In addition to its indirect ownership of the general partner interest in the Partnership, Aimco and its affiliates owned 6,227 limited partnership units (the "Units") in the Partnership representing 39.68% of the outstanding Units as of June 30, 2011. A number of these Units were acquired pursuant to tender offers made by Aimco or its affiliates. It is possible that Aimco or its affiliates will acquire additional Units in exchange for cash or a combination of cash and units in AIMCO Properties, L.P., the operating partnership of Aimco, either through private purchases or tender offers. Pursuant to the Partnership Agreement, unitholders holding a majority of the Units are entitled to take action with respect to a variety of matters that include, but are not limited to, voting on certain amendments to the Partnership Agreement and voting to remove the Managing General Partner. Although the Managing General Partner owes fiduciary duties to the limited partners of the Partnership, the Managing General Partner also owes fiduciary duties to Aimco as its sole stockholder. As a result, the duties of the Managing General Partner, as managing general partner, to the Partnership and its limited partners may come into conflict with the duties of the Managing General Partner to Aimco as its sole stockholder.

 

Critical Accounting Policies and Estimates

 

The financial statements are prepared in accordance with accounting principles generally accepted in the United States, which require the Partnership to make estimates and assumptions. The Partnership believes that of its significant accounting policies, the following may involve a higher degree of judgment and complexity.

 

Impairment of Long-Lived Asset

 

Investment property is recorded at cost, less accumulated depreciation, unless the carrying amount of the asset is not recoverable.  If events or circumstances indicate that the carrying amount of the property may not be recoverable, the Partnership will make an assessment of its recoverability by comparing the carrying amount to the Partnership’s estimate of the undiscounted future cash flows, excluding interest charges, of the property.   If the carrying amount exceeds the estimated aggregate undiscounted future cash flows, the Partnership would recognize an impairment loss to the extent the carrying amount exceeds the estimated fair value of the property.

 

Real property investment is subject to varying degrees of risk.  Several factors may adversely affect the economic performance and value of the Partnership’s investment property.  These factors include, but are not limited to, general economic climate; competition from other apartment communities and other housing options; local conditions, such as loss of jobs or an increase in the supply of apartments that might adversely affect apartment occupancy or rental rates; changes in governmental regulations and the related cost of compliance; increases in operating costs (including real estate taxes) due to inflation and other factors, which may not be offset by increased rents; changes in tax laws and housing laws, including the enactment of rent control laws or other laws regulating multi-family housing; and changes in interest rates and the availability of financing. Any adverse changes in these and other factors could cause an impairment of the Partnership’s asset.

 

Revenue Recognition

 

The Partnership generally leases apartment units for twelve-month terms or less.  The Partnership will offer rental concessions during particularly slow months or in response to heavy competition from other similar complexes in the area.  Rental income attributable to leases, net of any concessions, is recognized on a straight-line basis over the term of the lease.  The Partnership evaluates all accounts receivable from residents and establishes an allowance, after the application of security deposits, for accounts greater than 30 days past due on current tenants and all receivables due from former tenants.

** **

**ITEM 4.**     **CONTROLS AND PROCEDURES**

 

**(a)   Disclosure Controls and Procedures.**

 

The Partnership’s management, with the participation of the principal executive officer and principal financial officer of the Managing General Partner, who are the equivalent of the Partnership’s principal executive officer and principal financial officer, respectively, has evaluated the effectiveness of the Partnership’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of the end of the period covered by this report. Based on such evaluation, the principal executive officer and principal financial officer of the Managing General Partner, who are the equivalent of the Partnership’s principal executive officer and principal financial officer, respectively, have concluded that, as of the end of such period, the Partnership’s disclosure controls and procedures are effective.

 

**(b)           ****Changes in Internal Control Over Financial Reporting.**

 

There has been no change in the Partnership’s internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the fiscal quarter to which this report relates that has materially affected, or is reasonably likely to materially affect, the Partnership’s internal control over financial reporting.

 

 

**PART II - OTHER INFORMATION**

** **

**ITEM 6.     EXHIBITS**

 

See Exhibit Index.

 

The agreements included as exhibits to this Form 10-Q contain representations and warranties by each of the parties to the applicable agreement. These representations and warranties have been made solely for the benefit of the other parties to the applicable agreement and:

 
    - should not in all instances be treated as categorical statements of fact, but rather as a way of allocating the risk to one of the parties if those statements prove to be inaccurate; 

 
    - have been qualified by disclosures that were made to the other party in connection with the negotiation of the applicable agreement, which disclosures are not necessarily reflected in the agreement; 

 
    - may apply standards of materiality in a way that is different from what may be viewed as material to an investor; and 

 
    - were made only as of the date of the applicable agreement or such other date or dates as may be specified in the agreement and are subject to more recent developments. 

 

Accordingly, these representations and warranties may not describe the actual state of affairs as of the date they were made or at any other time. The Partnership acknowledges that, notwithstanding the inclusion of the foregoing cautionary statements, it is responsible for considering whether additional specific disclosures of material information regarding material contractual provisions are required to make the statements in this Form 10-Q not misleading. Additional information about the Partnership may be found elsewhere in this Form 10-Q and the Partnership’s other public filings, which are available without charge through the SEC’s website at http://www.sec.gov.

**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.

 

 

 
|                  | HCW PENSION REAL ESTATE FUND LIMITED PARTNERSHIP                         |
|-----------------------|--------------------------------------------------------------------------|
|                  |                                                                     |
|                  | By:   HCW General Partner, Ltd.,                               |
|                  |       General Partner                           |
|                  |                                                                     |
|                  | By:   IH, Inc.,                                                |
|                  |       Managing General Partner                  |
|                  |                                                                     |
| Date: August 12, 2011 | By:   /s/Steven D. Cordes                                      |
|                  |       Steven D. Cordes                          |
|                  |       Senior Vice President                     |
|                  |                                                                     |
| Date: August 12, 2011 | By:   /s/Stephen B. Waters                                     |
|                  |       Stephen B. Waters                         |
|                  |       Senior Director of Partnership Accounting |
|                  |                                                                     |
|                  |                                                                     |

 

HCW PENSION REAL ESTATE FUND LIMITED PARTNERSHIP

** **

** **

**EXHIBIT INDEX**

 

**Exhibit**

 

3 & 4             Limited Partnership Agreement (Incorporated by reference to Registration Statement No. 2-91006 on Form S-11 filed by Registrant).

 

10.4              Multifamily Note dated August 28, 2000, by and between the Partnership and GMAC Commercial Mortgage Corporation, a California Corporation incorporated by reference to Exhibit 10.4 to the Partnership's Quarterly Report on Form 10-QSB for the period ended September 30, 2000.

 

31.1              Certification of equivalent of Chief Executive Officer pursuant to Securities Exchange Act Rules 13a-14(a)/15d-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 

31.2              Certification of equivalent of Chief Financial Officer pursuant to Securities Exchange Act Rules 13a-14(a)/15d-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 

32.1              Certification of the equivalent of the Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.