Item 1. Business
High Cash Partners, L.P. (the "Partnership") is a Delaware limited partnership formed in 1986 for the primary purpose of investing in, holding, operating and otherwise acting with respect to office buildings, shopping centers and other commercial and industrial properties.
In 1989, the Partnership used all the net proceeds from its public offering of units of limited partnership interest ("Units") to acquire Sierra Marketplace, a community retail shopping center completed in October 1988 and situated on 18.67 acres in the southern portion of Reno, Nevada ("Sierra Marketplace" or the "Property"). Sierra Marketplace consists of two main buildings and three "out parcel" structures containing approximately 233,000 square feet of net leasable area. Sierra Marketplace has 32 tenants. Each of three tenants, Smith's Management Corp., a large food and drug store, Good Guys, Inc., a consumer electronics store, and Bell Furniture, Inc., a furniture store, accounted for approximately 22%, 20% and 13%, respectively, of the Partnership's total rental income revenues in 1998. Smith's Management Corp. occupies 68,972 square feet and has a lease that extends through mid-2008; Good Guys, Inc. occupies 16,961 square feet and has a lease that extends through November 2003; Bell Furniture, Inc. occupies 18,225 square feet and has a lease that extends through October 2001. The Property is subject to a mortgage, which is described in Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations - Liquidity and Capital Resources" below.
Until November 1997, Levitz Furniture Corporation ("Levitz") had occupied approximately 53,000 square feet at Sierra Marketplace under a lease that extended through 2008. Levitz accounted for approximately 16% of the Partnership's total rental income revenues in 1997. During 1997, Levitz filed for bankruptcy protection under Chapter 11 of the United States Bankruptcy Code. In November 1997, Levitz vacated its premises, and ceased paying rent under the lease as of April 2, 1998. See Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations - Liquidity and Capital Resources" below.
Locale and Competition
The Partnership believes there are approximately 8.8 million square feet of retail space in the Reno area, in a total of 72 regional malls and community, neighborhood and strip centers. Sierra Marketplace is located in the southern section of Reno, which is well developed commercially along major thoroughfares with substantial residential development along secondary streets. The primary trade area is considered affluent to middle class. Although there is little room for significant new competing development in the immediate geographical vicinity of the Property, the competition for tenants (including existing tenants whose leases expire) is strong among existing centers. In addition, a portion of the land available for development in the immediate geographic vicinity of the Property recently has been developed by centers predominantly occupied by large anchor tenants, which has created additional competition for the Property. New leases being signed at Sierra Marketplace are at equal or lower per-square-foot rentals than the expiring leases. See Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations - Liquidity and Capital Resources" and "- Real Estate Market" below.
I-1
Employees
The Partnership does not have any employees. Services are performed for the Partnership by Pembroke HCP, LLC, the Partnership's Managing General Partner (the "Managing General Partner"), Pembroke Realty Management LLC ("Pembroke Realty"), an affiliate of the Managing General Partner, and certain other parties that may be deemed to be affiliated with the Managing General Partner. Certain services are performed for Pembroke Realty by CB Commercial Real Estate Group, Inc., an unaffiliated management company ("CB Commercial"). See Item 10, "Directors and Executive Officers of Registrant", Item 11, "Executive Compensation", Item 12, "Security Ownership of Certain Beneficial Owners and Management" and Item 13, "Certain Relationships and Related Transactions" below.
Item 2.
Item 2. Properties
See Item 1, "Business" above.
Item 3.
Item 3. Legal Proceedings
See Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations - Liquidity and Capital Resources" below with regard to Levitz.
Item 4.
Item 4. Submission of Matters to a Vote of Security Holders
No matters were submitted to a vote of security holders during the fourth quarter of 1998.
I-2
PART II
Item 5.
Item 5. Market for Registrant's Securities and Related Security Holder Matters
There is no established public trading market for the Units, and it is not anticipated that such a market will develop.
In 1987, the U.S. Congress adopted certain rules concerning "publicly traded partnerships". Beginning in 1998, the effect of being classified as a publicly traded partnership would be that the Partnership would be taxed as a corporation. On November 29, 1995, the Internal Revenue Service adopted final regulations ("Final Regulations") describing when interests in partnerships will be considered to be publicly traded. The Final Regulations do not take effect with respect to existing partnerships until the year 2006. During 1997, the rules concerning publicly traded partnerships were again amended for years beginning in 1998. Due to the nature of the Partnership's income and to the low volume of transfers of Units in the past, it is not anticipated that the Partnership will be treated as a publicly traded partnership under currently applicable rules and interpretations or under the Final Regulations.
There are certain restrictions in the Partnership's Partnership Agreement that may limit the ability of a limited partner to transfer Units. Such restrictions could impair the ability of a limited partner to liquidate its investment in the event of an emergency or for any other reason.
As of March 9, 1999, there were approximately 1,380 holders of Units, owning an aggregate of 96,472 Units.
There were no distributions made during 1998 or 1997.
There are no material legal restrictions on distributions in the Partnership's Partnership Agreement. See, however, Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations - Liquidity and Capital Resources" below for a discussion of financial conditions affecting the Partnership's ability to make distributions.
II-1
Item 6.
Item 6. Selected Financial Data
- -----------------
(1) The 1997 amount includes a write-down for impairment of $6,475,500, or $(66.45) per Unit.
(2) Based upon the weighted average number of Units outstanding.
(3) Consisting of the principal amount of the RAM 2 loan plus deferred interest on that loan, which are described in Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations - Liquidity and Capital Resources" below.
Item 7.
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
Liquidity and Capital Resources
The Partnership uses working capital reserves set aside from the proceeds of its public offering in 1989 and undistributed cash flow from operations as its primary measure of liquidity. At December 31, 1998, working capital reserves amounted to approximately $4,268,000. Such reserves may be used to fund capital expenditures, insurance, real estate taxes and loan payments. All expenditures during 1998 were funded from cash flow from operations.
At December 31, 1998, the total amount outstanding on the Partnership's mortgage loan payable to Resources Accrued Mortgage Investors 2 L.P. ("RAM 2") was $19,617,279, which included deferred interest payable of $13,117,279. From and after March 1, 1999, the mortgage loan may be prepaid, in whole only, without penalty or premium. At March 1, 1999, the total amount outstanding on the mortgage was approximately $20,000,000. The Partnership believes that, in the present circumstances, it would not be able to refinance the mortgage. The mortgage matures on February 28, 2001. At that time, the total amount outstanding on the mortgage is expected to be approximately $25,000,000. If the value of the Property at that time does not exceed $25,000,000, the Partnership may lose its entire investment in the Property. In that connection, in the first quarter of 1997, the value of the Property was written down to $15,875,000. See "Write-Down for Impairment" below.
The mortgage further requires the Partnership to provide RAM 2 with a current appraisal of the Property upon RAM 2's request. If it is determined, based upon the requested appraisal, that the sum of (i) the principal balance of the mortgage loan plus all other then outstanding indebtedness secured by the Property and (ii) all accrued and unpaid interest on the mortgage at 6.22% per annum, compounded monthly (that sum, the "Measurement Amount"), exceeds 85% of the appraised value, an amount equal to such excess would become immediately due and payable to RAM 2.
To date, the lender has not requested an appraisal. There can be no assurance that, if the lender requests an appraisal, 85% of the appraised value will equal the Measurement Amount. At December 31, 1998, the Measurement Amount was approximately $12,005,000, which was approximately $1,489,000 less than 85%
II-2
of the $15,875,000 value to which the Property was written down in the first quarter of 1997. As interest on the mortgage accrues, the Measurement Amount will increase, and, therefore, unless the value of the Property increases sufficiently from the value to which it was written down in the first quarter of 1997, the Measurement Amount eventually will exceed 85% of the appraised value of the Property.
Until November 1997, Levitz had occupied approximately 23% of the space at the Property (i.e., approximately 53,000 out of approximately 233,000 square feet of net leasable area). Rent under the lease for each of 1997 and 1996 was approximately $412,000, which was approximately 16% of the Partnership's total rental income revenues in each such period. In November 1997, Levitz, which had filed for protection under Chapter 11 of the Bankruptcy Code, vacated its space. Levitz ceased paying rent as of April 2, 1998.
The vacancy at the Levitz space resulted in a loss of income to the Partnership, and may have adversely affected the surrounding tenants, particulary in light of the limited visibility those tenants have to the main thoroughfare. See "Real Estate Market" below. The Partnership is actively seeking a substitute tenant. However, there can be no assurance the Partnership will succeed in finding a substitute tenant promptly or on terms comparable to those under the Levitz lease. In addition, the Partnership expects to make substantial expenditures in order to secure a substitute tenant and in connection with a new lease.
The level of leasing activity cannot be predicted, particularly in light of the Levitz situation, and, therefore, the amount of further capital expenditures arising from leasing activity is uncertain. There can be no assurance the Partnership will have sufficient liquidity both to make such capital expenditures, and to make the payments that may be required under the RAM 2 loan. If there is a default on the RAM 2 loan, the Partnership would be materially and adversely affected. Consequently, the Partnership has declared no distribution payable for 1998 or 1997 and will not declare any distribution for the foreseeable future in order to build up cash reserves.
Real Estate Market
A substantial decline in the market value of the Property reflects real estate market conditions in the vicinity of Sierra Marketplace. Recently built shopping centers in the vicinity have increased competition for tenants. This competitive factor, together with the fact that much of the unleased space at the Property (including the Levitz space) has only limited visibility to the main thoroughfare and the fact that the space occupied by Levitz is expected to continue to be vacant for at least some period, have hindered the lease-up of new space. As a result, the Partnership's investment in the Property is at risk.
Write-Down for Impairment
The value of the Property is reflected in the Partnership's financial statements at the lower of depreciated cost or estimated fair value. A write-down for impairment with respect to the Property may be recorded from time to time based upon quarterly reviews of the Property. In performing this review, management considers the estimated fair value of the Property based upon cash flows, as well as other factors, such as the current occupancy, the prospects for the Property and the economic situation in the region where the Property is located. Because this determination of estimated fair value is based upon future economic events, the amounts ultimately realized upon a disposition of the Property may differ materially from the value reflected in the Partnership's financial statements.
A write-down for impairment is inherently subjective and is based upon management's best estimate of current conditions and assumptions about expected future conditions. The Partnership may provide for additional write-downs in the future and such write-downs could be material. In the first quarter of 1997, management determined that the aggregate undiscounted future cash flows from the Property over the anticipated holding period were below the value of the Property reflected in the Partnership's financial statements at March 31, 1997 and, therefore, an impairment existed. Management performed an internal analysis of the Property, which indicated an estimated fair value of approximately $15,875,000. Consequently, a write-down for
II-3
impairment of $6,475,500 was recorded at March 31, 1997. No additional write-down for impairment was required during 1998.
Results of Operations
1998 vs. 1997
The Partnership realized a net loss of $925,947 for 1998, compared with a net loss of $7,238,860 for 1997, a change of $6,312,913. The change was primarily a result of the write-down for impairment recorded in March 1997 with respect to the Property. See "Write-Down for Impairment" above.
Revenues decreased from 1997 to 1998 due to the loss of Levitz as a tenant, as well as other decreases in base rentals. See "Liquidity and Capital Resources" above.
Costs and expenses decreased from 1997 to 1998 primarily due to the write-down for impairment recorded in March 1997. Decreases in operating and depreciation expenses were partially offset by an increase in mortgage loan interest expense. Operating expenses decreased as a result of lower insurance and repairs and maintenance costs. Depreciation expense decreased as a result of the impairment recorded in March 1997. Mortgage loan interest expense increased due to the compounding effect from the deferral of the interest expense on the zero coupon mortgage.
1997 vs. 1996
Revenues increased for 1997 compared with 1996, primarily due to an increase in base rentals in 1997 and an increase in interest income and other income. Interest income increased principally due to the build-up of cash reserves referred to in "Liquidity and Capital Resources" above.
Costs and expenses increased for 1997 compared with 1996, primarily due to the $6,475,500 write-down for impairment in the first quarter of 1997 and an increase in mortgage interest expense, partially offset by a decrease in general and administrative expenses. Mortgage interest increased by $187,470 due to the compounding effect from the deferral of the interest on the zero coupon mortgage.
As a result of the foregoing, the net loss increased for 1997 compared with 1996. For 1997, the net loss was $7,238,860, compared with $640,184 for 1996.
II-4
Inflation
Inflation has not had a material impact on the Partnership's operations or financial condition during the last three years and is not expected to have a material impact in the future.
Year 2000
Costs associated with the year 2000 conversion are not expected to have a material effect on the Partnership.
Item 7A.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk.
Not Applicable.
II-5
Item 8.
Item 8. Financial Statements and Supplementary Data
HIGH CASH PARTNERS, L.P. FINANCIAL STATEMENTS YEARS ENDED DECEMBER 31,1998,1997 AND 1996
INDEX
Page Number --------
Independent Auditor's Report
Financial statements - years ended December 31, 1998, 1997 and 1996
Balance sheets
Statements of operations
Statement of partners' equity
Statements of cash flows
Notes to financial statements
Schedule II:
Valuation and qualifying accounts
Schedule III:
Real estate and accumulated depreciation
All other financial statement schedules are omitted because they are not applicable or the required information is presented in the financial statements or notes thereto.
II-6
Item 9.
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
None.
II-7
To the Partners of High Cash Partners, L.P.
INDEPENDENT AUDITOR'S REPORT
We have audited the accompanying balance sheets of High Cash Partners, L.P. (a limited partnership) as of December 31, 1998 and 1997, and the related statements of operations, partners' equity and cash flows for each of the three years in the period ended December 31, 1998. Our audits also included the financial statement schedules listed in the Index at Item 14(a)2. These financial statements and the financial statement schedules are the responsibility of the Partnership's management. Our responsibility is to express an opinion on the financial statements and financial statement schedules based on our audits.
We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of High Cash Partners, L.P. as of December 31, 1998 and 1997, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 1998 in conformity with generally accepted accounting principles. Also, in our opinion, such financial statement schedules, when considered in relation to the basic financial statements taken as a whole, present fairly in all material respects the information set forth therein.
/s/ Hays & Company
March 11, 1999 New York, New York
HIGH CASH PARTNERS, L.P.
BALANCE SHEETS
See notes to financial statements.
HIGH CASH PARTNERS, L.P.
STATEMENTS OF OPERATIONS
See notes to financial statements.
HIGH CASH PARTNERS, L.P.
STATEMENT OF PARTNERS' EQUITY
YEARS ENDED DECEMBER 31, 1996, 1997 AND 1998
See notes to financial statements.
HIGH CASH PARTNERS, L.P.
STATEMENTS OF CASH FLOWS
See notes to financial statements.
HIGH CASH PARTNERS, L.P.
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996
1 ORGANIZATION
High Cash Partners, L.P. (formerly High Income Partners L.P. - Series 87) (the "Partnership") was formed in May 1986 pursuant to the Delaware Revised Uniform Limited Partnership Act for the purpose of acquiring and operating real estate. The Partnership will terminate on December 31, 2030 or sooner, in accordance with its Amended and Restated Agreement of Limited Partnership (the "Limited Partnership Agreement"). The Partnership filed a Form S-11 registration statement with the Securities and Exchange Commission, which became effective on June 29, 1988, covering an offering of 400,000 limited partnership units (subject to increase, if the Underwriter exercised its right to sell an additional 200,000 units) at $250 per unit.
The Partnership's public offering terminated on June 29, 1990, at which time the Partnership had accepted subscriptions for 77,901 limited partnership units (including those units sold to the initial limited partner) for aggregate net proceeds of $17,284,566 (gross proceeds of $19,475,250, less organization and offering costs aggregating $2,190,684). The Partnership received $2,500 and $1,000 for contributions to the Partnership from the initial limited partner and the general partners, respectively. The Partnership had committed 100% of its net proceeds available for investment to the Sierra Marketplace acquisition, a retail shopping center.
The Partnership sold 18,571 unregistered limited partnership units to Integrated Resources, Inc. ("Integrated"), the former parent of the original Managing General Partner of the Partnership, for aggregate net proceeds of $4,120,441 (gross proceeds of $4,642,750, less organization and offering costs aggregating $522,309). Simultaneously, Integrated sold these units to the Partnership's three bank creditors. The sale of the aforementioned units, effective January 1, 1991, was part of a transaction that enabled the Partnership to repay its unsecured loans on December 19, 1990.
2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Leases
The Partnership accounts for its leases under the operating method. Under this method, revenue is recognized as rentals become due, except for stepped leases, where revenue is recognized on a straight-line basis over the life of the lease.
Depreciation
Depreciation is computed using the straight-line method over the estimated useful life of the property, which is approximately 40 years. The cost of the property represents the initial cost of the property to the Partnership plus acquisition and closing costs. Repairs and maintenance are charged to operations as incurred.
Write-down for impairment
A write-down for impairment is recorded based upon a periodic review of the property in the Partnership's portfolio. Real estate property is carried at the lower of depreciated cost or estimated fair value. In
HIGH CASH PARTNERS, L.P.
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996
performing this review, management considers the estimated fair value of the property based upon cash flows, as well as other factors, such as the current occupancy, the prospects for the property and the economic situation in the region where the property is located. Because this determination of estimated fair value is based upon future economic events, the amounts ultimately realized upon a disposition may differ materially from the carrying value.
A write-down is inherently subjective and is based upon management's best estimate of current conditions and assumptions about expected future conditions. The Partnership may provide for write-downs in the future and such write-downs could be material.
Financial statements
The financial statements include only those assets, liabilities and results of operations that relate to the business of the Partnership.
Cash and cash equivalents
For the purpose of the statements of cash flows, the Partnership considers all short-term investments that have original maturities of three months or less to be cash equivalents.
Substantially all the Partnership's cash and cash equivalents are held at one financial institution.
Fair value of financial instruments
The fair value of financial instruments is determined by reference to market data and other valuation techniques as appropriate. The Partnership's financial instruments consist principally of cash and cash equivalents and a mortgage loan payable. Unless otherwise disclosed, the fair value of financial instruments approximates their recorded values.
Net loss and distributions per unit of limited partnership interest
Net loss and distributions per unit of limited partnership interest are computed based upon the number of units outstanding (96,472) during the years ended December 31, 1998, 1997 and 1996.
Income taxes
No provisions have been made for federal, state and local income taxes, since they are the personal responsibility of the partners.
The income tax returns of the Partnership are subject to examination by federal, state and local taxing authorities. Such examinations could result in adjustments to Partnership losses, which could affect the income tax liability of the individual partners.
HIGH CASH PARTNERS, L.P.
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996
Reclassifications
Certain reclassifications have been made to the financial statements shown for the prior years in order to conform to the current year's classifications.
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 the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
3 CHANGE IN GENERAL PARTNER OWNERSHIP, CONFLICTS OF INTEREST AND TRANSACTIONS WITH RELATED PARTIES
Until June 13, 1997, the Managing General Partner of the Partnership was Resources High Cash, Inc. ("RHC"). RHC was, until November 3, 1994, a wholly-owned subsidiary of Integrated, at which time, pursuant to the consummation of Integrated's Plan of Reorganization, substantially all the assets of Integrated, but not the stock of RHC, were sold to Presidio Capital Corp. ("Presidio"). RHC is a wholly-owned subsidiary of XRC Corp. ("XRC"), which is a subsidiary of Presidio. The other general partner of the Partnership was, until June 13, 1997, Presidio AGP Corp. ("AGP"), a Delaware Corporation that is a wholly-owned subsidiary of Presidio. Presidio also is the parent of other entities that were, or may have been, engaged in businesses that may have been in competition with the Partnership. Accordingly, conflicts of interest may have arisen between the Partnership and such other businesses.
A partnership affiliated with the predecessor General Partners, Resources Accrued Mortgage Investors 2 L.P. ("RAM 2"), whose managing general partner is owned by Presidio, made a zero coupon first mortgage loan to the Partnership (Note 5).
Effective April 1, 1991, Integrated purchased, in an arms-length transaction from an unaffiliated third party, 8,361 limited partnership units ("Units"). Effective January 1, 1995, pursuant to the consummation of Integrated's Plan of Reorganization, these units were transferred to XRC. For the years ended December 31, 1996 and 1995, XRC earned quarterly distributions from those Units of $104,680. No distributions were declared during 1997.
On June 13, 1997, RHC and AGP sold their general partnership interests to Pembroke HCP LLC ("Pembroke HCP") and Pembroke AGP Corp. ("Pembroke AGP"), respectively. In the same transaction, XRC sold its 8,361 Units to Pembroke Capital II, LLC, an affiliate of Pembroke HCP and Pembroke AGP. Subsequently, Pembroke Capital II LLC acquired beneficial ownership of an aggregate of an additional 5,208 Units in the secondary market.
Prior to the sale of the general partnership interest in the Partnership to Pembroke HCP and Pembroke AGP, Wexford Management LLC ("Wexford") had performed management and administrative services for Presidio, XRC and XRC's direct and indirect subsidiaries, as well as for the Partnership. Following the sale, an affiliate of Pembroke HCP was engaged to perform administrative services for the
HIGH CASH PARTNERS, L.P.
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996
Partnership. During the years ended December 31, 1998 and 1997, reimbursable payroll expenses paid to the affiliate and Wexford by the Partnership amounted to $36,000 and $17,822, respectively.
The Partnership had been a party to a supervisory management agreement with Resources Supervisory Management Corp. ("Resources Supervisory"), an affiliate of RHC and AGP, pursuant to which Resources Supervisory performed certain property management functions. Resources Supervisory performed such services through June 13, 1997. Effective June 13, 1997, the Partnership terminated this agreement and entered into a similar agreement with Pembroke Realty Management LLC ("Pembroke Realty"), an affiliate of Pembroke HCP and Pembroke AGP. A portion of the property management fees payable to Resources Supervisory and Pembroke Realty were paid to an unaffiliated management company, which had been engaged for the purpose of performing the property management functions that were the subject of the supervisory management agreement. For the year ended December 31, 1996, Resources Supervisory was entitled to receive $79,584, of which $65,364 was payable to the unaffiliated management company. For the year ended December 31, 1997, Resources Supervisory and Pembroke Realty were entitled to receive $35,245 and $41,929, respectively; of these amounts, which aggregated $77,174, $64,312 was payable to the unaffiliated management company. For the year ended December 31, 1998, Pembroke Realty was entitled to receive $68,302, of which $56,918 was payable to the unaffiliated management company. No leasing activity compensation was paid to Resources Supervisory or Pembroke Realty for the years ended December 31, 1998, 1997 and 1996.
For managing the affairs of the Partnership, the Managing General Partner is entitled to receive a partnership management fee in an annual amount equal to $301,475. For the year ended December 31, 1996, the former Managing General Partner was entitled to this fee; for the year ended December 31, 1997, this fee was paid to the former and current Managing General Partners in their pro-rata shares. For the year ended December 31, 1998, the current Managing General Partner was paid this fee.
The General Partners are allocated 1% of the net income or losses of the Partnership and are also entitled to receive 1% of distributions.
4 REAL ESTATE
Real estate assets represent the Partnership's principal asset. Sierra Marketplace, a community marketplace located in Reno, Nevada, was purchased by the Partnership on February 10, 1989, and is summarized as follows:
HIGH CASH PARTNERS, L.P.
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996
The land, building and improvements are collateralized by the mortgage payable.
In performing an impairment review of the Property, management determined that the aggregate undiscounted cash flows from the Property over the anticipated holding period were below its net carrying value as of March 31, 1997 and, therefore, an impairment existed. At that time, management estimated the fair value of the Property to be approximately $15,875,000. Consequently, a write-down for impairment of $6,475,500 was recorded as of March 31, 1997, of which $2,201,670 was allocated to land and $4,273,830 was allocated to building and improvements.
Depreciation expense for the years ended December 31, 1998, 1997 and 1996 amounted to $325,176, $447,994 and $452,070, respectively. Included in depreciation expense for the year ended December 31, 1997 is $87,190, which represents the net book value of improvements to the space formerly occupied by Levitz Furniture Store, which vacated its space in November 1997.
During 1998, each of three tenants accounted for more than 10% of the Partnership's rental revenues. Such tenants accounted for approximately 22%, 20% and 13% of rental revenues, with leases expiring in the years 2008, 2003 and 2001, respectively. During 1997 and 1996, each of three tenants accounted for more than 10% of the Partnership's rental revenues. Such tenants accounted for approximately 22%, 22% and 16% of the Partnership's rental revenues. One of those tenants, Levitz Furniture Store, which accounted for 16% of the Partnership's rental revenues in 1997, filed for bankruptcy protection under Chapter 11 of the United States Bankruptcy Code in 1997 and vacated its space in November 1997. Levitz ceased paying rent as of April 2, 1998.
HIGH CASH PARTNERS, L.P.
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996
Minimum future rental payments receivable, excluding operating escalations and other charges, due from tenants pursuant to the terms of existing noncancellable leases as of December 31, 1998 are as follows:
Year ending December 31, 1999 $ 1,780,081 2000 1,623,061 2001 1,450,884 2002 1,207,284 2003 1,084,457 Thereafter 2,587,916 ------------------ $ 9,733,683 ==================
5 MORTGAGE LOAN PAYABLE
The mortgage loan payable represents a zero coupon first mortgage loan held by RAM 2, a public limited partnership sponsored by affiliates of the former General Partners. The mortgage loan bears interest at the rate of 11.22% per annum, compounded monthly. The principal balance, along with deferred interest thereon, which is estimated to aggregate approximately $25,000,000, is due on February 28, 2001. From and after March 1, 1999, the mortgage loan may be prepaid, in whole only, without penalty or premium.
In accordance with the terms of the mortgage loan, additional interest may be payable equal to 23.9% of the appreciation in the value of the property after payment of a specified return to the Partnership. The maximum annual rate of interest, including the additional interest, is not to exceed 16% compounded annually and is due on the earlier of the maturity date or the date the mortgage loan is prepaid.
Additionally, the terms of the mortgage loan require the Partnership to provide RAM 2 with a current appraisal of the property upon RAM 2's request. If it is determined, based upon the requested appraisals, that the sum of (i) the principal balance of the mortgage loan plus all other then outstanding indebtedness secured by the property and (ii) all accrued and unpaid interest on the mortgage loan at 6.22% per annum, compounded monthly (that sum, the "Measurement Amount"), exceeds 85% of the appraised value, an amount equal to such excess shall become immediately due and payable to RAM 2. In the event that RAM 2 insisted upon such payment, the Partnership might not have the liquidity to make such payment. In such event, the Partnership would attempt to negotiate terms for such payment, but could be forced to sell the property or seek other relief, including protection under the bankruptcy laws, and in any event might ultimately lose its investment in the property.
To date, RAM 2 has not requested an appraisal, and there can be no assurance that, if the lender requests an appraisal, 85% of the appraised value at that time will equal the Measurement Amount. At December 31, 1998, the Measurement Amount was approximately $12,005,000, which was approximately $1,489,000 less than 85% of the $15,875,000 value to which the property was written
HIGH CASH PARTNERS, L.P.
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996
down in the first quarter of 1997. As interest on the mortgage accrues, the Measurement Amount will increase, and, therefore, unless the appraised value of the property increases sufficiently from the value to which it was written down in the first quarter of 1997, the Measurement Amount eventually will exceed 85% of the appraised value of the property.
In light of the above circumstances, management has estimated the fair value of the mortgage loan to approximate the value of the Partnership's real estate assets at December 31, 1998.
6 DUE TO AFFILIATES
The amounts due to affiliates are as follows:
December 31, ----------------------------------------- 1998 1997 --------------------- -----------------
Supervisory Management Fee $ -- $ 2,890 ===================== =================
Amounts due to affiliates were paid in the quarters subsequent to December 31, 1997.
7 RECONCILIATION OF NET LOSS AND NET ASSETS PER FINANCIAL STATEMENTS TO TAX BASIS
The Partnership files its tax return on an accrual basis. The Partnership has computed depreciation for tax purposes using the Modified Accelerated Cost Recovery System, which is not in accordance with generally accepted accounting principles. A reconciliation of net loss per financial statements to the tax basis of accounting is as follows:
The differences between the Partnership's net assets per financial statements and the tax basis of accounting are as follows:
December 31, ------------------------------ 1998 1997 -------------- --------------
Net assets per financial statements $ 64,628 $ 990,575
Cumulative tax depreciation in excess of financial statement depreciation (984,297) (755,945)
Write-down for impairment 6,475,500 6,475,500
Syndication costs 2,712,993 2,712,993 -------------- --------------
Net assets per tax basis $ 8,268,824 $ 9,423,123 =============== ==============
8 LEVITZ BANKRUPTCY
Until November 1997, Levitz Department Store ("Levitz") had occupied approximately 23% of the space at the property (i.e., approximately 53,000 out of approximately 233,000 square feet of net leasable area). Rent under the lease for each of 1997 and 1996 was approximately $412,000, which was approximately 16% of the Partnership's total rental income revenues in each such period. In November 1997, Levitz, which had filed for protection under Chapter 11 of the Bankruptcy Code, vacated its space. Levitz ceased paying rent as of April 2, 1998.
The vacancy at the Levitz space resulted in a loss of income to the Partnership. The vacancy also may have adversely affected the surrounding tenants, particularly in light of the limited visibility those tenants have to the main thoroughfare. The Partnership is actively seeking a substitute tenant. However, there can be no assurance that the Partnership will succeed in finding a substitute tenant promptly or on terms comparable to those under the Levitz lease. In addition, if a substitute tenant is obtained, the Partnership expects to make substantial expenditures in order to secure the substitute tenant and in connection with the new lease.
9 PARTNERS' EQUITY
The General Partners hold a 1% equity interest in the Partnership. However, at the inception of the Partnership, the General Partners' equity account was credited with only the actual capital contributed in cash, $1,000. The Partnership's management determined that this accounting did not appropriately reflect the Limited Partners' and the General Partners' relative participations in the Partnership's net assets, since it did not reflect the General Partners' 1% equity interest in the Partnership. Thus, during 1997, the Partnership restated its financial statements to reallocate $240,182 (1% of the gross proceeds raised at the Partnership's formation) of the partners' equity to the General Partners' equity account. This reallocation was made retroactively as of the inception of the Partnership. The reallocation had no impact on the Partnership's financial position, results of operations, cash flows, distributions to partners, or the partners' tax basis capital accounts.
HIGH CASH PARTNERS, L.P.
Schedule II - VALUATION AND QUALIFYING ACCOUNTS
(A) Represents an allowance for impairment provided on the Sierra Marketplace property during 1997.
PART III
Item 10.
Item 10. Directors and Executive Officers of Registrant
The Partnership has no officers or directors. Pembroke HCP, LLC, the Managing General Partner, manages and controls substantially all the Partnership's affairs and has general responsibility and ultimate authority in all matters affecting its business. Pembroke AGP Corp., the Associate General Partner, in its capacity as such, does not devote a material amount of time or attention to the Partnership's affairs.
Based on a review of the filings under Section 16(a) of Securities Exchange Act of 1934 (the "Act"), none of the Managing General Partner, the sole member or the officers of the Managing General Partner or beneficial owners of more than 10% of the Units failed to file on a timely basis reports required by Section 16(a) of the Act during 1998 or prior years.
Lawrence J. Cohen, age 43, is, and for more than five years has been, the sole shareholder and director of Pembroke Companies, Inc., which is the sole member and the manager of each of the Managing General Partner and the Associate General Partner. Pembroke Companies, Inc. is a privately-held investment management company, which makes investments in, and provides management services to, a variety of real estate-related businesses.
Item 11.
Item 11. Executive Compensation
The Partnership is not required to pay, and has not paid, the officers, the manager or the sole member of the Managing General Partner or the Associate General Partner, or the officers or directors of the sole member of the Managing General Partner or the Assistant General Partner. Certain officers and directors of the former managing general partner of the Partnership received compensation from the former managing general partner or its affiliates (but not from the Partnership) for services performed for various affiliated entities, which may have included services performed for the Partnership; in addition, certain individuals affiliated with the Managing General Partner receive compensation from the Managing General Partner or its affiliates (but not from the Partnership) for services performed for various affiliated entities, which may have included services for the Partnership. See Item 13, "Certain Relationships and Related Transactions" below.
Item 12.
Item 12. Security Ownership of Certain Beneficial Owners and Management
Pembroke Capital II, LLC ("PC") and Equity Resources Fund XIV Limited Partnership ("ERF") are the only persons known by the Partnership to be the beneficial owners of more than 5% of the Units. According to Schedule 13Ds PC and ERF have filed with the Securities and Exchange Commission, PC and ERF beneficially own 12,803 Units and 8,998 Units, respectively, which are 13.3% and 9.3%, respectively, of the outstanding Units. Lawrence J. Cohen has advised the Partnership that PC currently has beneficial ownership of an aggregate of an additional 756 Units. Mr. Cohen is the sole member of PC, and, therefore, he may be deemed to be the beneficial owner of PC's 13,559 Units (i.e., 14.1% of the outstanding Units). See Item 10, "Directors and Executive Officers of Registrant" above. The address of each of PC and Mr. Cohen is Pembroke Companies, Inc., 70 East 55th Street, New York, New York 10022. The address of ERF is 14 Story Street, Cambridge, Massachusetts 02138.
III-1
Item 13.
Item 13. Certain Relationships and Related Transactions
During 1998, the General Partners and their respective affiliates received compensation or payments for services from or with respect to the Partnership as follows:
Name Capacity in Which Served Compensation
Pembroke HCP, LLC Managing General Partner $301,475(1) Pembroke AGP, LLC Associate General Partner - (2) Pembroke Realty Management LLC Supervisory Property Manager $ 68,302(3)
(1) Represents a partnership management fee earned by the Managing General Partner. Under the Partnership's Partnership- Agreement, .99% of the net income and net loss of the Partnership is allocated to the Managing General Partner. For 1998, $10,996 of the Partnership's tax loss was allocated to the Managing General Partner.
(2) Under the Partnership Agreement, .01 % of the Partnership's net income or net loss is allocated to the Associate General Partner. For 1998, $111 of the Partnership's tax loss was allocated to the Associate General Partner.
(3) This amount was earned pursuant to a supervisory management agreement with the Partnership for performance of certain functions related to property management. Of this amount, $56,918 was paid to CB Commercial, an unaffiliated property management company that performed services for Pembroke Realty Management LLC.
III-2
PART IV
Item 14.
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K
(a)(1) Financial Statements: See "Index to Financial Statements" in Item 8 above.
(a)(2) Financial Statement Schedules: See "Index to Financial Statements" in Item 8 above.
(a)(3) Exhibits:
3. (a) Second Amended and Restated Partnership Agreement ("Partnership Agreement") of Registrant, incorporated by reference to Exhibit 3D to Amendment No. 2 to Registrant's Registration Statement on Form S-11 filed on June 24, 1988 (Reg. No. 33-6412) (hereinafter the "Form S-11 ").
(b) Amended and Restated Certificate of Limited Partnership of Registrant, incorporated by reference to Exhibit 3C to the Form S-11.
(c) Amendment to Partnership Agreement, incorporated by reference to Supplement No. I dated August 19, 1988 to Registrant's Prospectus filed pursuant to Rules 424(b) and 424(c) (Reg. No. 33-6412).
10. (a) Management Services Agreement between Registrant and Resources Property Management Corp., incorporated by reference to Exhibit 1 OB to Amendment No. 2 to the Form S-1 1.
(b) Acquisition and Disposition Services Agreement among Registrant, Realty Resources Inc., and Resources High Cash, Inc., incorporated by reference to Exhibit 10.(b) of Registrant's Report on Form 10-K for the year ended December 31, 1988 (hereinafter the " 1988 10-K").
(c) Agreement among Resources High Cash, Inc., Integrated Resources, Inc. and Fourth Group Partners, incorporated by reference to Exhibit 1 0.(c) of the 1988 10-K.
(d) Agreement of Purchase and Sale between Sierra Virginia, Inc. and Nevada Corp., incorporated by reference to Exhibit 10A to Registrant's Form 8 with respect to Registrant's current report on Form 8-K dated February 10, 1989.
(e) Registered Note by Registrant to RAM 2 in connection with the purchase of Sierra Marketplace, incorporated by reference to Exhibit I0B to Registrant's Form 8 with respect to Registrant's current report on Form 8-K dated February 10, 1989, incorporated by reference to Exhibit 10(f) of Registrant's Report on Form 10-K for the year ended December 31, 1989 (hereinafter the " 1 989 10- K").
(f) Settlement Agreement, dated October 17, 1990 among Registrant, Integrated, First Interstate Bank of Denver N.A., First Interstate Bank of Washington, N.A. and First American National Bank, Incorporated, incorporated by reference to Exhibit 10(a) to Registrant's Current Report on Form 8-K dated December 19, 1990.
IV-1
(g) Supervisory Management Agreement dated as of November 1, 1991 between Registrant and Resources Supervisory Management Corporation incorporated by reference to Exhibit 10 (g) to Registrant's Report on Form 1 O-K for the year ended December 31, 199 1.
(h) Management Agreement dated as of November 1, 1991 among Registrant, Resources Supervisory Management Corp. and CB Commercial Real Estate Group, Inc., incorporated by reference to Exhibit 10(h) to Registrant's Report on Form 10-K for the year ended December 31, 1991.
(i) Exclusive Leasing Listing Agreement dated as of January 1, 1993 between Resources Supervisory Management Corp. and CB Commercial Real Estate Group, Inc., incorporated by reference to Exhibit 10(i) to Registrant's Report on Form 10-K for the year ended December 31, 1993.
(j) First Amendment to Exclusive Leasing Listing Agreement dated as of January 1, 1994 between Resources Supervisory Management Corp. and CB Commercial Real Estate Group, Inc., incorporated by reference to Exhibit 100) to Registrant's Report on Form 10-K for the year ended December 31, 1993.
(k) Second Amendment to Management Agreement dated as of January 1, 1994 between Resources Supervisory Management Corp. and CB Commercial Real Estate Group, Inc., incorporated by reference to Exhibit 10(k) to Registrant's Report on Form 10-K for the year ended December 31, 1993.
(b) Report on Form 8-K: -------------------
Registrant filed the following reports on Form 8-K during the last quarter of the fiscal year:
None.
IV-2
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
HIGH CASH PARTNERS, L.P.
By: Pembroke HCP, LLC Managing General Partner
Dated: March 16, 1999 By: Pembroke Companies, Inc. Managing Member
By: /s/ Lawrence J. Cohen ------------------------ Lawrence J. Cohen
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of Registrant and in the capacities (with respect to the Managing General Partner) and on the date indicated.
Dated: March 16, 1999 By: /s/ Lawrence J. Cohen ----------------------------------- Lawrence J. Cohen