-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, QWOqEBZ7Um0OBbwkJk1XiUzHdqMMbsPenZ0DsNtwLNBu8dS7z44CG5Zwv1/GDAoH eL88sUwNIuoxcjicRMhBIg== 0000711642-04-000414.txt : 20041115 0000711642-04-000414.hdr.sgml : 20041115 20041115111232 ACCESSION NUMBER: 0000711642-04-000414 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20040930 FILED AS OF DATE: 20041115 DATE AS OF CHANGE: 20041115 FILER: COMPANY DATA: COMPANY CONFORMED NAME: VMS NATIONAL PROPERTIES JOINT VENTURE CENTRAL INDEX KEY: 0000789089 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE [6500] IRS NUMBER: 363311347 STATE OF INCORPORATION: IL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-14194 FILM NUMBER: 041142528 BUSINESS ADDRESS: STREET 1: 1873 SOUTH BELLAIRE STREET STREET 2: 17TH FLOOR CITY: DENVER STATE: CO ZIP: 80222 BUSINESS PHONE: 3037578101 MAIL ADDRESS: STREET 1: 1873 SOUTH BELLAIRE STREET STREET 2: 17TH FLOOR CITY: DENVER STATE: CO ZIP: 80222 10-Q 1 vms.txt VMS 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 September 30, 2004 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 0-14194 VMS NATIONAL PROPERTIES JOINT VENTURE (Exact name of registrant as specified in its charter) Illinois 36-3311347 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 55 Beattie Place, PO Box 1089 Greenville, South Carolina 29602 (Address of principal executive offices) (864) 239-1000 (Registrant's telephone number) 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. Yes X No___ Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Yes ___ No X_ PART I - FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS VMS NATIONAL PROPERTIES JOINT VENTURE COMBINED BALANCE SHEETS (in thousands)
September 30, December 31, 2004 2003 (Unaudited) (Note) Assets: Cash and cash equivalents $ 1,695 $ 1,761 Receivables and deposits 2,348 1,709 Restricted escrows 1,023 896 Other assets 796 585 Investment properties: Land 13,404 13,404 Buildings and related personal property 153,878 152,044 167,282 165,448 Less accumulated depreciation (117,717) (112,389) 49,565 53,059 $ 55,427 $ 58,010 Liabilities and Partners' Deficit Liabilities Accounts payable $ 1,086 $ 1,154 Tenant security deposit liabilities 849 849 Accrued property taxes 983 600 Other liabilities 785 821 Accrued interest 699 798 Due to affiliate (Note D) 5,978 4,190 Mortgage notes payable, including $22,243 and $22,521 due to an affiliate at September 30, 2004 and December 31, 2003, respectively (Note D) 122,615 124,242 Mortgage participation liability (Note C) 17,919 13,732 Notes payable (Note B) 42,060 42,060 Deferred gain on extinguishment of debt (Note B) 42,225 42,225 Partners' Deficit (179,772) (172,661) $ 55,427 $ 58,010 Note: The combined balance sheet at December 31, 2003 has been derived from the audited financial statements at that date but does not include all the information and footnotes required by generally accepted accounting principles for complete financial statements. See Accompanying Notes to Combined Financial Statements
VMS NATIONAL PROPERTIES JOINT VENTURE COMBINED STATEMENTS OF OPERATIONS (Unaudited) (in thousands, except per interest data)
Three Months Ended Nine Months Ended September 30, September 30, 2004 2003 2004 2003 Revenues: Rental income $ 7,171 $ 7,293 $20,908 $22,015 Other income 584 579 1,737 1,710 Casualty gain (Note E) 9 -- 46 115 Total revenues 7,764 7,872 22,691 23,840 Expenses: Operating 3,123 2,875 8,607 8,155 Property management fee to an affiliate 303 315 894 950 General and administrative 140 141 435 441 Depreciation 1,773 1,730 5,351 5,229 Interest 4,330 4,196 12,876 12,530 Property taxes 571 461 1,639 1,488 Total expenses 10,240 9,718 29,802 28,793 Net loss $(2,476) $(1,846) $(7,111) $(4,953) Net loss allocated to general partners (2%) $ (49) $ (37) $ (142) $ (99) Net loss allocated to limited partners (98%) (2,427) (1,809) (6,969) (4,854) $(2,476) $(1,846) $(7,111) $(4,953) Net loss per limited partnership interest: Portfolio I (644 interests issued and outstanding) $(2,663) $(1,986) $(7,649) $(5,328) Portfolio II (267 interests issued and outstanding) $(2,667) $(1,985) $(7,652) $(5,330) See Accompanying Notes to Combined Financial Statements
VMS NATIONAL PROPERTIES JOINT VENTURE COMBINED STATEMENTS OF CHANGES IN PARTNERS' DEFICIT (continued) (Unaudited) (in thousands)
VMS National Residential Portfolio I Limited Partners Limited General Accumulated Subscription Partners' Partners Deficit Notes Total Total Partners' deficit at December 31, 2003 $(3,742) $(117,311) $ (502) $(117,813) $(121,555) Net loss for the nine months ended September 30, 2004 (100) (4,926) -- (4,926) (5,026) Partners' deficit at September 30, 2004 $(3,842) $(122,237) $ (502) $(122,739) $(126,581) VMS National Residential Portfolio II Limited Partners Limited General Accumulated Subscription Partners' Partners Deficit Notes Total Total Partners' deficit at December 31, 2003 $(1,566) $ (49,212) $ (328) $ (49,540) $ (51,106) Net loss for the nine months ended September 30, 2004 (42) (2,043) -- (2,043) (2,085) Partners' deficit at September 30, 2004 $(1,608) $ (51,255) $ (328) $ (51,583) $ (53,191) Combined total $(5,450) $(173,492) $ (830) $(174,322) $(179,772) See Accompanying Notes to Combined Financial Statements
VMS NATIONAL PROPERTIES JOINT VENTURE COMBINED STATEMENTS OF CASH FLOWS (Unaudited) (in thousands)
Nine Months Ended September 30, 2004 2003 Cash flows from operating activities: Net loss $(7,111) $(4,953) Adjustments to reconcile net loss to net cash provided by operating activities: Depreciation 5,351 5,229 Amortization of discounts 4,187 3,758 Casualty gain (46) (115) Change in accounts: Receivables and deposits (660) (279) Other assets (211) (447) Accounts payable (289) 303 Tenant security deposit liabilities -- (19) Due to affiliate 283 215 Accrued property taxes 383 338 Accrued interest 1,520 944 Other liabilities (36) (5) Net cash provided by operating activities 3,371 4,969 Cash flows from investing activities: Property improvements and replacements (1,643) (2,254) Net (deposits to) withdrawals from restricted escrows (127) 56 Net insurance proceeds 74 160 Net cash used in investing activities (1,696) (2,038) Cash flows from financing activities: Payments on mortgage notes payable (3,246) (4,170) Advances from (payments to) an affiliate 1,505 (3) Net cash used in financing activities (1,741) (4,173) Net decrease in cash and cash equivalents (66) (1,242) Cash and cash equivalents at beginning of period 1,761 2,809 Cash and cash equivalents at end of period $ 1,695 $ 1,567 Supplemental disclosure of cash flow information: Cash paid for interest, including approximately $363 and $1,114 paid to an affiliate $ 6,890 $ 7,623 Supplemental disclosure of non-cash activity: Accrued interest added to mortgage notes payable $ 1,619 $ 809 At September 30, 2004 and December 31, 2003 accounts payable and property improvements and replacements were adjusted by approximately $551,000 and $330,000, respectively. Included in property improvements and replacements for the nine months ended September 30, 2003 are approximately $104,000 of improvements which were included in accounts payable at December 31, 2002. See Accompanying Notes to Combined Financial Statements
VMS NATIONAL PROPERTIES JOINT VENTURE NOTES TO COMBINED FINANCIAL STATEMENTS (Unaudited) Note A - Basis of Presentation The accompanying unaudited combined financial statements of VMS National Properties Joint Venture (the "Venture" 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 10 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. In the opinion of MAERIL, Inc. ("MAERIL" or the "Managing General Partner"), all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three and nine month periods ended September 30, 2004 are not necessarily indicative of the results which may be expected for the year ending December 31, 2004. For further information, refer to the combined financial statements and footnotes thereto included in the Venture's Annual Report on Form 10-K for the year ended December 31, 2003. The Managing General Partner is a wholly owned subsidiary of Apartment Investment and Management Company ("AIMCO"), a publicly traded real estate investment trust. Reclassifications: Certain reclassifications have been made to the 2003 balances to conform to the 2004 presentation. Note B - Deferred Gain and Notes Payable Deferred Gain on Extinguishment of Debt: When the senior and junior loans refinanced in 1997, the senior loans were recorded at the agreed valuation amount of $110,000,000, which was less than the $152,225,000 face amount of the senior debt. If the Venture defaults on the mortgage notes payable or is unable to pay the outstanding agreed valuation amounts upon maturity, then the note face amounts become due. Accordingly, the Venture deferred recognition of a gain of $42,225,000, which is the difference between the note face amounts and the agreed valuation amounts. Assignment Note: The Venture executed a purchase money subordinated note (the "Assignment Note") payable to the VMS/Stout Venture, an affiliate of the former general partner, in exchange for the assignment by the VMS/Stout Venture of its interest in the contract of sale to the Venture. The Assignment Note is collateralized by the pledge from Portfolio I and Portfolio II of their respective interests in the Venture. In November 1993, VMS Realty Partners assigned its 50% interest in the VMS/Stout Venture to the Partners Liquidating Trust which was established for the benefit of the former creditors of VMS Realty Partners and its affiliates. At September 30, 2004 and December 31, 2003, the $38,810,000 Assignment Note is non-interest bearing and is payable only after payment of debt of higher priority, including the senior and junior mortgage notes payable. Pursuant to Statement of Position 90-7 "Financial Reporting by Entities in Reorganization Under the Bankruptcy Code", the Assignment Note, the Long-Term Loan Arrangement Fee Note (as defined below) and related accrued interest were adjusted to the present value of amounts to be paid using an estimated current interest rate of 11.5%. Interest expense was being recognized through the amortization of the discount which became fully amortized in January 2000. Long-Term Loan Arrangement Fee Note: The Venture executed an unsecured, nonrecourse promissory note (the "Long-Term Loan Arrangement Fee Note") payable to the VMS/Stout Venture as consideration for arranging long-term financing. The note in the amount of $3,250,000 does not bear interest and is payable only after debt of a higher priority, including senior and junior mortgage loans, have been repaid. Note C - Participating Mortgage Note AIMCO Properties, L.P., which owns the Managing General Partner and which is a controlled affiliate of AIMCO, purchased (i) the junior debt on November 19, 1999; (ii) a significant interest in the residual value of the properties on November 16, 1999, and (iii) a significant interest in the Bankruptcy Claims (as defined below) effective September 2000. These transactions occurred between AIMCO Properties, L.P. and an unrelated third party and thus had no effect on the combined financial statements of the Venture. Residual value is defined as the amount remaining from a sale of the Venture's investment properties or refinancing of the mortgages encumbering such investment properties after payment of selling or refinancing costs and repayment of the senior and junior debt, plus accrued interest on each. The agreement states that the Venture will retain an amount equal to $13,500,000 plus accrued interest at 10% compounded monthly (the "Partnership Advance Account") from the proceeds. Interest began accruing on the Partnership Advance Account in 1993 when the bankruptcy plan was finalized. Any proceeds remaining after the Partnership Advance Account is fully funded are split equally (the "50/50 Split") between the Venture and AIMCO Properties, L.P. The Venture must repay the Assignment Note, the Long-term Loan Arrangement Fee Note and other pre-petition claims (collectively the "Bankruptcy Claims") which collectively total approximately $42,139,000 from the Partnership Advance Account. Any amounts remaining in the Partnership Advance Account after payment of the Bankruptcy Claims are split 75% to the Venture and 25% to AIMCO Properties, L.P. The Venture has recorded the estimated fair value of the participation feature as a mortgage participation liability of approximately $36,518,000. During the nine months ended September 30, 2004 and 2003, the Venture amortized approximately $4,187,000 and $3,758,000, respectively, of the mortgage participation debt discount which is included in interest expense. The related mortgage participation debt discount at September 30, 2004 and December 31, 2003 was approximately $18,599,000 and $22,786,000, respectively. The fair value of the participation feature was calculated based upon information currently available to the Managing General Partner and depends largely upon the fair value of the collateral properties. These fair values were determined using the net operating income of the properties capitalized at a rate deemed reasonable for the type of property adjusted for market conditions, the physical condition of the property and other factors. The Managing General Partner evaluates the fair value of the participation feature on an annual basis or as circumstances dictate that it should be analyzed. Note D - Transactions with Affiliated Parties The Venture has no employees and depends on the Managing General Partner and its affiliates for the management and administration of all Venture activities. The Revised and Amended Asset Management Agreement provides for (i) certain payments to affiliates for real estate advisory services and asset management of the Venture's retained properties for an annual compensation of $300,000, adjusted annually by the consumer price index and (ii) reimbursement of certain expenses incurred by affiliates on behalf of the Venture up to $100,000 per annum. Asset management fees of approximately $243,000 and $241,000 were earned and paid to affiliates of the Managing General Partner for the nine months ended September 30, 2004 and 2003, respectively. These fees are included in general and administrative expense. Affiliates of the Managing General Partner are entitled to receive a percentage of the gross receipts from all of the Venture's properties as compensation for providing property management services. The Venture paid to such affiliates approximately $894,000 and $950,000 for the nine months ended September 30, 2004 and 2003, respectively, which are included in property management fee expense. Affiliates of the Managing General Partner charged the Venture reimbursements of accountable administrative expenses amounting to approximately $75,000 for each of the nine month periods ended September 30, 2004 and 2003. These expenses are included in general and administrative expense. At September 30, 2004, approximately $8,000 of reimbursements were accrued by the Venture and are included in due to affiliate on the accompanying combined balance sheet. During the nine months ended September 30, 2004 and 2003, the Venture paid fees related to construction management services provided by an affiliate of the Managing General Partner of approximately $54,000 and $68,000, respectively. The construction management service fees are calculated based on a percentage of current additions to investment properties and are included in investment properties. An affiliate of the Managing General Partner received bookkeeping reimbursements in the amount of approximately $93,000 for each of the nine month periods ended September 30, 2004 and 2003. These expenses are included in operating expense. At September 30, 2004 and December 31, 2003, the Venture owed loans of approximately $5,111,000 and $3,606,000 to an affiliate of the Managing General Partner plus accrued interest thereon of approximately $859,000 and $508,000, respectively, which are included in due to affiliate on the combined balance sheets. These loans were made in accordance with the Joint Venture Agreement and accrue interest at the prime rate plus 3% (7.75% at September 30, 2004). The Venture recognized interest expense of approximately $278,000 and $215,000 during the nine months ended September 30, 2004 and 2003, respectively. Prepetition property management fees were approved by the Bankruptcy Court for payment to a former affiliate. This allowed claim may be paid only from available Venture cash. At September 30, 2004 and December 31, 2003, the outstanding balance of approximately $79,000 is included in other liabilities. Certain affiliates of the former general partners and the VMS/Stout Venture may be entitled to receive various fees upon disposition of the properties. These fees will be paid from the disposition proceeds and are subordinated to the distributions required by the bankruptcy plan. There were no property dispositions for which proceeds were received during either of the nine month periods ended September 30, 2004 or 2003. The junior debt of approximately $22,243,000 and $22,521,000 at September 30, 2004 and December 31, 2003, respectively, is held by an affiliate of the Managing General Partner. The monthly principal and interest payments are based on monthly excess cash flow for each property, as defined in the mortgage agreement. During the nine months ended September 30, 2004 and 2003, the Venture recognized interest expense of approximately $1,846,000 and $1,916,000, respectively. The Venture insures its properties 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 and vehicle liability. The Venture insures its properties above the AIMCO limits through insurance policies obtained by AIMCO from insurers unaffiliated with the Managing General Partner. During the nine months ended September 30, 2004 and 2003, the Venture was charged by AIMCO and its affiliates approximately $434,000 and $474,000, respectively, for insurance coverage and fees associated with policy claims administration. Note E - Casualty Gain During the nine months ended September 30, 2004, a net casualty gain of approximately $46,000 was recorded at Terrace Gardens Apartments. The casualty gain related to a winter ice storm, occurring in February 2004, which caused damage to 32 units at the property. The gain was the result of the receipt of insurance proceeds of approximately $74,000 offset by approximately $7,000 of undepreciated property improvements and replacements being written off and approximately $21,000 of emergency repairs made at the property. During the nine months ended September 30, 2003 a net casualty gain of approximately $65,000 was recorded at Shadowood Apartments. The casualty gain related to a fire, occurring in September 2002, which caused damage to eight units at the property. The gain was the result of the receipt of insurance proceeds of approximately $78,000 offset by approximately $13,000 of undepreciated property improvements and replacements being written off. During the nine months ended September 30, 2003 a net casualty gain of approximately $50,000 was recorded at Pathfinder Village Apartments. The casualty gain related to fire damage occurring in February 2003, which caused damage to five units at the property. The gain was a result of the receipt of insurance proceeds of approximately $82,000 offset by approximately $17,000 of undepreciated property improvements and replacements being written off and approximately $15,000 of emergency repairs made at the property. Note F - Contingencies On August 8, 2003 AIMCO Properties L.P., an affiliate of the Managing General Partner, was served with a complaint in the United States District Court, District of Columbia alleging that AIMCO Properties L.P. willfully violated the Fair Labor Standards Act ("FLSA") by failing to pay maintenance workers overtime for all hours worked in excess of forty per week. On March 5, 2004, the plaintiffs filed an amended complaint also naming NHP Management Company, which is also an affiliate of the Managing General Partner. The complaint is styled as a Collective Action under the FLSA and seeks to certify state subclasses in California, Maryland, and the District of Columbia. Specifically, the plaintiffs contend that AIMCO Properties L.P. failed to compensate maintenance workers for time that they were required to be "on-call". Additionally, the complaint alleges AIMCO Properties L.P. failed to comply with the FLSA in compensating maintenance workers for time that they worked in responding to a call while "on-call". The defendants have filed an answer to the amended complaint denying the substantive allegations. Some discovery has taken place and settlement negotiations continue. Although the outcome of any litigation is uncertain, AIMCO Properties, L.P. does not believe that the ultimate outcome will have a material adverse effect on its financial condition or results of operations. Similarly, the Managing General Partner does not believe that the ultimate outcome will have a material adverse effect on the Venture's consolidated financial condition or results of operations. The Venture is unaware of any other pending or outstanding litigation matters involving it or its investment properties that are not of a routine nature arising in the ordinary course of business. As previously disclosed, the Central Regional Office of the United States Securities and Exchange Commission (the "SEC") is conducting a formal investigation relating to certain matters. Although the staff of the SEC is not limited in the areas that it may investigate, AIMCO believes the areas of investigation include AIMCO's miscalculated monthly net rental income figures in third quarter 2003, forecasted guidance, accounts payable, rent concessions, vendor rebates, capitalization of payroll and certain other costs, and tax credit transactions. AIMCO is cooperating fully. AIMCO is not able to predict when the matter will be resolved. AIMCO does not believe that the ultimate outcome will have a material adverse effect on its consolidated financial condition or results of operations. Similarly, the Managing General Partner does not believe that the ultimate outcome will have a material adverse effect on the Venture's combined financial condition or results of operations. Note G - Subsequent Event On November 2, 2004, the Venture, the holder of the senior debt and Aimco Properties, L.P. ("AIMCO"), which is also the holder of the junior debt, agreed that AIMCO would loan up to approximately $6,440,000 to the Venture (the "New Mezzanine Loan") to fund capital improvements that need to be made to the Venture's properties as a result of life safety issues, compliance with ADA requirements and general updating of the properties. The New Mezzanine Loan bears interest at a rate of prime plus 3% with unpaid interest being compounded monthly. The Venture, the holder of the senior debt and AIMCO also agreed that cash flow that would otherwise be used to repay the junior debt will instead be used to repay the New Mezzanine Loan, until such time as the New Mezzanine Loan and all accrued interest thereon is paid in full. The Venture's Managing General Partner is of the opinion that this transaction will reduce the amount of the junior debt amortized prior to its maturity by an amount at least equal to the principal and interest on the New Mezzanine Loan, and will reduce the ultimate payment received by holders of outstanding Bankruptcy Claims (see Note C - Participating Mortgage Note) by a similar amount. ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The matters discussed in this report contain certain forward-looking statements, including, without limitation, statements regarding future financial performance and the effect of government regulations. Actual results may differ materially from those described in the forward-looking statements and will be affected by a variety of risks and factors including, without limitation: national and local economic conditions; the terms of governmental regulations that affect the Venture and interpretations of those regulations; the competitive environment in which the Venture operates; financing risks, including the risk that cash flows from operations may be insufficient to meet required payments of principal and interest; real estate risks, including variations of real estate values and the general economic climate in local markets and competition for tenants in such markets; litigation, including costs associated with prosecuting and defending claims and any adverse outcomes, and possible environmental liabilities. Readers should carefully review the Venture's financial statements and the notes thereto, as well as the risk factors described in the documents the Venture files from time to time with the Securities and Exchange Commission. Average occupancy rates for the nine months ended September 30, 2004 and 2003, for all of the Venture's properties are as follows: Average Occupancy Property 2004 2003 North Park Apartments Evansville, IN 95% 95% Chapelle Le Grande Merrillville, IN 96% 95% Terrace Gardens (4) Omaha, NE 85% 88% Forest Ridge Apartments Flagstaff, AZ 92% 90% Scotchollow (1) San Mateo, CA 81% 92% Pathfinder Village Fremont, CA 90% 91% Buena Vista Apartments (2) Pasadena, CA 94% 97% Mountain View Apartments San Dimas, CA 94% 94% Crosswood Park (1) Citrus Heights, CA 88% 94% Casa de Monterey (3) Norwalk, CA 93% 96% The Bluffs (5) Milwaukie, OR 88% 93% Watergate Apartments (4) Little Rock, AR 82% 95% Shadowood Apartments Monroe, LA 94% 95% Vista Village Apartments El Paso, TX 96% 98% The Towers of Westchester Park College Park, MD 99% 98% (1) The decrease in occupancy at Scotchollow and Crosswood Park is due to a weak economy in the property's market area. (2) The decrease in occupancy at Buena Vista Apartments is primarily attributable to a decrease in tenant retention and roof repairs to 3 units resulting in the units being unavailable for most of the nine months ending September 30, 2004. Property management has implemented more effective lease management techniques which include staggering lease expiration dates. The roof repairs have been completed and the units are now being leased. (3) Casa de Monterey occupancy decreased due to tenants purchasing homes and/or vacating due to personal economic situations. (4) The decrease in occupancy at Terrace Gardens and Watergate Apartments is primarily attributable to property management raising the qualifying conditions for prospective tenants in order to attract a more stable tenant population. (5) The decrease in occupancy at The Bluffs Apartments is due to tenants purchasing homes due to low interest rates. The Venture's financial results depend upon a number of factors including the ability to attract and maintain tenants at the investment properties, interest rates on mortgage loans, costs incurred to operate the investment properties, general economic conditions and weather. As part of the ongoing business plan of the Venture, the Managing General Partner monitors the rental market environment of its investment properties to assess the feasibility of increasing rents, maintaining or increasing occupancy levels and protecting the Venture from increases in expenses. As part of this plan, the Managing General Partner attempts to protect the Venture 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 Venture such as the local economic climate and weather, can adversely or positively affect the Venture's financial results. Results of Operations The Venture recorded a net loss for the nine months ended September 30, 2004 of approximately $7,111,000 compared to a net loss of approximately $4,953,000 for the corresponding period in 2003. For the three months ended September 30, 2004 the Venture recorded a net loss of approximately $2,476,000 as compared to a net loss of approximately $1,846,000 for the corresponding period in 2003. The increase in net loss for the three and nine months ended September 30, 2004 is due to a decrease in total revenues and an increase in total expenses. The decrease in total revenues for the nine months ended September 30, 2004 is due to decreases in rental income and casualty gains partially offset by an increase in other income. The decrease in total revenues for the three months ended September 30, 2004 is due to a decrease in rental income partially offset by an increase in both other income and casualty gains. The decrease in rental income for both periods is the result of the decrease in occupancy at ten of the Venture's properties. These decreases more than offset the occupancy increases at three of the Venture's properties. Other income increased for both periods primarily due to increases in lease cancellation fees and utility reimbursements offset by a decrease in late charges charged by the properties. During the nine months ended September 30, 2004, a net casualty gain of approximately $46,000 was recorded at Terrace Gardens Apartments. The casualty gain related to a winter ice storm, occurring in February 2004, which caused damage to 32 units at the property. The gain was the results of the receipt of insurance proceeds of approximately $74,000 offset by approximately $7,000 of undepreciated property improvements and replacements being written off and approximately $21,000 of emergency repairs made at the property. During the nine months ended September 30, 2003 a net casualty gain of approximately $65,000 was recorded at Shadowood Apartments. The casualty gain related to a fire, occurring in September 2002, which caused damage to eight units at the property. The gain was the result of the receipt of insurance proceeds of approximately $78,000 offset by approximately $13,000 of undepreciated property improvements and replacements being written off. During the nine months ended September 30, 2003 a net casualty gain of approximately $50,000 was recorded at Pathfinder Village Apartments. The casualty gain related to fire damage occurring in February 2003, which caused damage to five units at the property. The gain was the result of the receipt of insurance proceeds of approximately $82,000 offset by approximately $17,000 of undepreciated property improvements and replacements being written off and approximately $15,000 of emergency repairs made at the property. For the three and nine months ended September 30, 2004, total expenses increased due to increases in operating, depreciation, interest and property tax expenses partially offset by a decrease in property management fees. General and administrative expenses remained relatively constant for the comparable periods. Operating expenses increased due to increases in advertising, property and maintenance expenses. Advertising expense increased as a result of increased promotions and various advertising costs in an effort to increase occupancy at the properties. Property expenses increased due to increases in salaries and related employee expenses at twelve of the Venture's properties and utilities at ten of the Venture's properties. Maintenance expense increased due to an increase in contract services at six of the Venture's properties and repairs at most of the properties. Depreciation expense increased due to property improvements and replacements placed into service during the past twelve months which are now being depreciated. The increase in interest expense is attributable to an increase in the amortization of the debt discount related to the mortgage participation liability partially offset by a decrease in interest on the senior and junior debt due to principal reduction payments. Property tax expense increased due to the increases in the assessed value at nine of the Venture's properties. Property management fees decreased as a result of the decrease in rental income on which such fees are based. Included in general and administrative expenses for the nine months ended September 30, 2004 and 2003 are reimbursements to the Managing General Partner allowed under the Partnership Agreement associated with its management of the Venture. Costs associated with quarterly and annual communications with investors and regulatory agencies and the annual audit required by the Partnership Agreement are also included. Liquidity and Capital Resources At September 30, 2004, the Venture had cash and cash equivalents of approximately $1,695,000 as compared to approximately $1,567,000 at September 30, 2003. Cash and cash equivalents decreased approximately $66,000 for the nine months ended September 30, 2004, from December 31, 2003. The decrease in cash and cash equivalents is the result of approximately $1,741,000 and $1,696,000 of cash used in financing and investing activities, respectively, which is partially offset by approximately $3,371,000 of cash provided by operating activities. Cash used in financing activities consisted of principal payments on the mortgages encumbering the Venture's investment properties partially offset by advances from an affiliate. Cash used in investing activities consisted of property improvements and replacements and net deposits to restricted escrow accounts maintained by the mortgage lender partially offset by the receipt of insurance proceeds related to the casualty at Terrace Garden Apartments. The Venture invests its working capital reserves in interest bearing accounts. The sufficiency of existing liquid assets to meet future liquidity and capital expenditure requirements is directly related to the level of capital expenditures required at the properties to adequately maintain the physical assets and other operating needs of the Partnership 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. For example, the Sarbanes-Oxley Act of 2002 mandates or suggests additional compliance measures with regard to governance, disclosure, audit and other areas. In light of these changes, the Venture expects that it will incur higher expenses related to compliance. Capital improvements planned for each of the Venture's properties are detailed below. The Venture is generally restricted to annual capital improvements of $300 per unit or approximately $ 888,000 for all of its properties. Such amount is equal to the required replacement reserve funding of the senior debt. As the Venture identifies properties which need additional capital improvements above $ 300 per unit, approval of the holders of the junior and senior debt is required due to the impact such expenditures have on the ability of the Venture to make required principal and interest payments out of the properties monthly cashflow on the junior debt. As such the Venture has identified approximately $6,440,000 of capital improvements that need to be made to the properties as a result of life safety issues, compliance with ADA requirements and general updating of the properties. Such improvements are expected to be completed during the remainder of 2004 and into 2005 and are included in the additional capital improvements expected to be completed for each property identified below. On November 2, 2004, the Venture, the holder of the senior debt and Aimco Properties, L.P. ("AIMCO"), which is also the holder of the junior debt, agreed that AIMCO would loan up to approximately $6,440,000 to the Venture (the "New Mezzanine Loan") to fund the above mentioned capital improvements that need to be made to the Venture's properties. The New Mezzanine Loan bears interest at a rate of prime plus 3% with unpaid interest being compounded monthly. The Venture, the holder of the senior debt and AIMCO also agreed that cash flow that would otherwise be used to repay the junior debt will instead be used to repay the New Mezzanine Loan, until such time as the New Mezzanine Loan and all accrued interest thereon is paid in full. The Venture's Managing General Partner is of the opinion that this transaction will reduce the amount of the junior debt amortized prior to its maturity by an amount at least equal to the principal and interest on the New Mezzanine Loan, and will reduce the ultimate payment received by holders of outstanding Bankruptcy Claims (see Item 1. Financial Statements, Note C - Participating Mortgage Note) by a similar amount. North Park Apartments: The Venture completed approximately $399,000 in capital expenditures at North Park Apartments during the nine months ended September 30, 2004, consisting primarily of floor covering and roof replacements, exterior painting, vinyl siding, and HVAC and balcony replacements. These improvements were funded from operating cash flow and replacement reserves. The Venture evaluates the capital improvement needs of the property during the year and expects that only necessary improvements will be made during the remainder of 2004 in order to maintain occupancy at the property. Capital improvements associated with life safety issues, compliance with ADA requirements and general updating of the property of approximately $316,000 are expected to be completed during the remainder of 2004 and into 2005 and will be funded with proceeds from the New Mezzanine Loan referred to above. Chapelle Le Grande: The Venture completed approximately $29,000 in capital expenditures at Chapelle Le Grande during the nine months ended September 30, 2004, consisting primarily of air conditioning upgrades and floor covering replacements. These improvements were funded from operating cash flow. The Venture evaluates the capital improvement needs of the property during the year and expects that only necessary improvements will be made during the remainder of 2004 in order to maintain occupancy at the property. Capital improvements associated with life safety issues, compliance with ADA requirements and general updating of the property of approximately $17,000 are expected to be completed during the remainder of 2004 and into 2005 and will be funded with proceeds from the New Mezzanine Loan referred to above. Terrace Gardens: The Venture completed approximately $94,000 in capital expenditures at Terrace Gardens during the nine months ended September 30, 2004, consisting primarily of vinyl siding and gutter and floor covering replacements. An additional $62,000 was spent during the nine months ended September 30, 2004 consisting of building improvements associated with the ice storm that occurred in February 2004. These improvements were funded from operating cash flow, replacement reserves and insurance proceeds. The Venture evaluates the capital improvement needs of the property during the year and expects that only necessary improvements will be made during the remainder of 2004 in order to maintain occupancy at the property. Capital improvements associated with life safety issues, compliance with ADA requirements and general updating of the property of approximately $87,000 are expected to be completed during the remainder of 2004 and into 2005 and will be funded with proceeds from the New Mezzanine Loan referred to above. Forest Ridge Apartments: The Venture completed approximately $86,000 in capital expenditures at Forest Ridge Apartments during the nine months ended September 30, 2004, consisting primarily of floor covering, appliance and water heater replacements. These improvements were funded from operating cash flow and replacement reserves. The Venture evaluates the capital improvement needs of the property during the year and expects that only necessary improvements will be made during the remainder of 2004 in order to maintain occupancy at the property. Capital improvements associated with life safety issues, compliance with ADA requirements and general updating of the property of approximately $146,000 are expected to be completed during the remainder of 2004 and into 2005 and will be funded with proceeds from the New Mezzanine Loan referred to above. Scotchollow: The Venture completed approximately $213,000 in capital expenditures at Scotchollow during the nine months ended September 30, 2004, consisting primarily of structural and plumbing improvements, floor covering and appliance replacements, fire safety equipment, and interior decoration. These improvements were funded from operating cash flow and replacement reserves. The Venture evaluates the capital improvement needs of the property during the year and expects that only necessary improvements will be made during the remainder of 2004 in order to maintain occupancy at the property. Capital improvements associated with life safety issues, compliance with ADA requirements and general updating of the property of approximately $527,000 are expected to be completed during the remainder of 2004 and into 2005 and will be funded with proceeds from the New Mezzanine Loan referred to above. Pathfinder Village: The Venture completed approximately $190,000 in capital expenditures at Pathfinder Village during the nine months ended September 30, 2004, consisting primarily of floor covering and appliance replacements, major landscaping and parking lot resurfacing. These improvements were funded from operating cash flow and replacement reserves. The Venture evaluates the capital improvement needs of the property during the year and expects that only necessary improvements will be made during the remainder of 2004 in order to maintain occupancy at the property. Capital improvements associated with life safety issues, compliance with ADA requirements and general updating of the property of approximately $260,000 are expected to be completed during the remainder of 2004 and into 2005 and will be funded with proceeds from the New Mezzanine Loan referred to above. Buena Vista Apartments: The Venture completed approximately $78,000 in capital expenditures at Buena Vista Apartments during the nine months ended September 30, 2004, consisting primarily of floor covering and roof replacements. These improvements were funded from operating cash flow and replacement reserves. The Venture evaluates the capital improvement needs of the property during the year and expects that only necessary improvements will be made during the remainder of 2004 in order to maintain occupancy at the property. Capital improvements associated with life safety issues, compliance with ADA requirements and general updating of the property of approximately $269,000 are expected to be completed during the remainder of 2004 and into 2005 and will be funded with proceeds from the New Mezzanine Loan referred to above. Mountain View Apartments: The Venture completed approximately $131,000 in capital expenditures at Mountain View Apartments during the nine months ended September 30, 2004, consisting primarily of floor covering, water heater and HVAC replacements, plumbing fixture upgrades and roof replacements. These improvements were funded from operating cash flow and replacement reserves. The Venture evaluates the capital improvement needs of the property during the year and expects that only necessary improvements will be made during the remainder of 2004 in order to maintain occupancy at the property. Capital improvements associated with life safety issues, compliance with ADA requirements and general updating of the property of approximately $719,000 are expected to be completed during the remainder of 2004 and into 2005 and will be funded with proceeds from the New Mezzanine Loan referred to above. Crosswood Park: The Venture completed approximately $127,000 in capital expenditures at Crosswood Park during the nine months ended September 30, 2004, consisting primarily of structural improvements, floor covering replacements and water and sewer upgrades. These improvements were funded from operating cash flow and replacement reserves. The Venture evaluates the capital improvement needs of the property during the year and expects that only necessary improvements will be made during the remainder of 2004 in order to maintain occupancy at the property. Capital improvements associated with life safety issues, compliance with ADA requirements and general updating of the property of approximately $963,000 are expected to be completed during the remainder of 2004 and into 2005 and will be funded with proceeds from the New Mezzanine Loan referred to above. Casa de Monterey: The Venture completed approximately $41,000 in capital expenditures at Casa de Monterey during the nine months ended September 30, 2004, consisting primarily of floor covering replacements, plumbing fixture upgrades and parking lot resurfacing. These improvements were funded from operating cash flow and replacement reserves. The Venture evaluates the capital improvement needs of the property during the year and expects that only necessary improvements will be made during the remainder of 2004 in order to maintain occupancy at the property. Capital improvements associated with life safety issues, compliance with ADA requirements and general updating of the property of approximately $145,000 are expected to be completed during the remainder of 2004 and into 2005 and will be funded with proceeds from the New Mezzanine Loan referred to above. The Bluffs: The Venture completed approximately $27,000 in capital expenditures at The Bluffs during the nine months ended September 30, 2004, consisting primarily of floor covering replacements and major landscaping. These improvements were funded from operating cash flow and replacement reserves. The Venture evaluates the capital improvement needs of the property during the year and expects to complete an additional $14,000 in capital improvements during the remainder of 2004. Additional improvements may be considered during 2004 and will depend on the physical condition of the property as well as debt restrictions, replacement reserves and anticipated cash flow generated by the property. Capital improvements associated with life safety issues, compliance with ADA requirements and general updating of the property of approximately $160,000 are expected to be completed during the remainder of 2004 and into 2005 and will be funded with proceeds from the New Mezzanine Loan referred to above. Watergate Apartments: The Venture completed approximately $131,000 in capital expenditures at Watergate Apartments during the nine months ended September 30, 2004, consisting primarily of interior painting, plumbing fixture upgrades, floor covering, appliance and water heater replacements. These improvements were funded from operating cash flow and replacement reserves. The Venture evaluates the capital improvement needs of the property during the year and expects that only necessary improvements will be made during the remainder of 2004 in order to maintain occupancy at the property. Capital improvements associated with life safety issues, compliance with ADA requirements and general updating of the property of approximately $418,000 are expected to be completed during the remainder of 2004 and into 2005 and will be funded with proceeds from the New Mezzanine Loan referred to above. Shadowood Apartments: The Venture completed approximately $32,000 in capital expenditures at Shadowood Apartments during the nine months ended September 30, 2004, consisting primarily of floor covering replacements. These improvements were funded from operating cash flow and replacement reserves. The Venture evaluates the capital improvement needs of the property during the year and expects that only necessary improvements will be made during the remainder of 2004 in order to maintain occupancy at the property. Capital improvements associated with life safety issues, compliance with ADA requirements and general updating of the property of approximately $72,000 are expected to be completed during the remainder of 2004 and into 2005 and will be funded with proceeds from the New Mezzanine Loan referred to above. Vista Village Apartments: The Venture completed approximately $44,000 in capital expenditures at Vista Village Apartments during the nine months ended September 30, 2004, consisting primarily of floor covering, appliance and water heater replacements and air conditioning upgrades. These improvements were funded from operating cash flow and replacement reserves. The Venture evaluates the capital improvement needs of the property during the year and expects to complete an additional $22,000 in capital improvements during the remainder of 2004. Additional improvements may be considered during 2004 and will depend on the physical condition of the property as well as debt restrictions, replacement reserves and anticipated cash flow generated by the property. Capital improvements associated with life safety issues, compliance with ADA requirements and general updating of the property of approximately $785,000 are expected to be completed during the remainder of 2004 and into 2005 and will be funded with proceeds from the New Mezzanine Loan referred to above. The Towers of Westchester Park: The Venture completed approximately $180,000 in capital expenditures at Towers of Westchester Park during the nine months ended September 30, 2004, consisting primarily of swimming pool, electrical and air conditioning upgrades, structural improvements, parking lot resurfacing and floor covering and appliance replacements. These improvements were funded from operating cash flow and replacement reserves. The Venture evaluates the capital improvement needs of the property during the year and expects that only necessary improvements will be made during the remainder of 2004 in order to maintain occupancy at the property. Capital improvements associated with life safety issues, compliance with ADA requirements and general updating of the property of approximately $1,556,000 are expected to be completed during the remainder of 2004 and into 2005 and will be funded with proceeds from the New Mezzanine Loan referred to above. The Registrant's assets are thought to be sufficient for any near-term needs (exclusive of capital improvements) of the Registrant. The senior debt encumbering all of the properties totals approximately $100,372,000 and is being amortized over 25 years, with a balloon payment of $93,243,000 due January 2008. Not including the debt discount relating to the mortgage participation liability, the junior debt, which also matures January 2008, totals approximately $22,243,000 and requires monthly payments based upon monthly excess cash flow for each property. The Assignment Note and Long-Term Arrangement Fee Notes totaling approximately $42,060,000 are non-interest bearing and are subordinate to the senior and junior debt and are only payable from the proceeds of the sale or refinancing of the properties. There were no cash distributions to the partners of either of the Ventures for the nine months ended September 30, 2004 and 2003. In accordance with the respective Agreements of Limited Partnership, there are no material restrictions on the Partnerships' ability to make cash distributions. Future cash distributions are subject to the order of distributions as stipulated by the Venture's Plan of Reorganization. The source of future distributions will depend upon the levels of net cash generated from operations, the availability of cash reserves, and timing of debt maturities, refinancings and/or property sales. The Ventures' distribution policies are reviewed on a quarterly basis. There can be no assurance that the Partnerships will generate sufficient funds from operations, after required capital expenditures and the order of distributions as stipulated by the Venture's Plan of Reorganization, to permit any distributions to partners during the remainder of 2004 or subsequent periods. Other As a result of tender offers, AIMCO and its affiliates currently own 119 units of limited partnership interest in Portfolio I representing 18.48% of the outstanding limited partnership interests, along with the 2% general partner interest for a combined ownership in Portfolio I of 20.48%. AIMCO and its affiliates currently own 67.42 units of limited partnership interest in Portfolio II representing 25.25% of the outstanding limited partnership interests, along with the 2% general partner interest for a combined ownership in Portfolio II of 27.25%. The Venture is owned 70.69% by Portfolio I and 29.31% by Portfolio II which results in AIMCO and its affiliates currently owning 22.47% of the Venture. It is possible that AIMCO or its affiliates will make one or more additional offers to acquire additional units of limited partnership interest in the Venture 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. Under the Partnership Agreements, unitholders holding a majority of the Units are entitled to take action with respect to a variety of matters, which would include without limitation, voting on certain amendments to the Venture Agreement and voting to remove the Managing General Partner. Although the Managing General Partner owes fiduciary duties to the limited partners of the Venture, 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 Venture 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 combined financial statements are prepared in accordance with accounting principles generally accepted in the United States, which require the Venture to make estimates and assumptions. The Venture believes that of its significant accounting policies, the following may involve a higher degree of judgment and complexity. Impairment of Long-Lived Assets Investment properties are recorded at cost, less accumulated depreciation, unless considered impaired. If events or circumstances indicate that the carrying amount of a property may be impaired, the Venture will make an assessment of its recoverability by estimating the undiscounted future cash flows, excluding interest charges, of the property. If the carrying amount exceeds the aggregate future cash flows, the Venture would recognize an impairment loss to the extent the carrying amount exceeds the fair value of the property. Real property investments are subject to varying degrees of risk. Several factors may adversely affect the economic performance and value of the Venture's investment properties. These factors include, but are not limited to, changes in the national, regional and local economic climate; local conditions, such as an oversupply of multifamily properties; competition from other available multifamily property owners and changes in market rental rates. Any adverse changes in these factors could cause an impairment in the Venture's assets. Revenue Recognition The Venture generally leases apartment units for twelve-month terms or less. Rental income attributable to leases is recognized monthly as it is earned. The Venture 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. The Venture will offer rental concessions during particularly slow months or in response to heavy competition from other similar complexes in the area. Any concessions given at the inception of the lease are amortized over the life of the lease. Participating Mortgage Note The Venture has a participating mortgage note which requires it to record the estimated fair value of the participation feature as a liability and a debt discount. The fair value of the participation feature is calculated based upon information currently available to the Managing General Partner and depends largely upon the fair value of the collateral properties. These fair values are determined using the net operating income of the properties capitalized at a rate deemed reasonable for the type of property adjusted for market conditions, physical condition of the property and other factors. The Managing General Partner evaluates the fair value of the participation feature on an annual basis or as circumstances dictate that it should be analyzed. ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK The Venture is exposed to market risks from adverse changes in interest rates. In this regard, changes in U.S. interest rates affect the interest earned on the Venture's cash and cash equivalents as well as interest paid on its indebtedness. As a policy, the Venture does not engage in speculative or leveraged transactions, nor does it hold or issue financial instruments for trading purposes. The Venture is exposed to changes in interest rates primarily as a result of its borrowing activities used to maintain liquidity and fund business operations. To mitigate the impact of fluctuations in U.S. interest rates, the Venture maintains its debt as fixed rate in nature by borrowing on a long-term basis except for advances made from an affiliate of the Managing General Partner. These advances bear interest at the prime rate plus three basis points. Based on interest rates at September 30, 2004, an increase or decrease of 100 basis points in market interest rates would not have a material impact on the Venture. The following table summarizes the Venture's debt obligations at September 30, 2004. The interest rates represent the weighted-average rates. The fair value of the Venture's first mortgages, after discounting the scheduled loan payments to maturity, is approximately $106,078,000 at September 30, 2004. However, the Venture is precluded from refinancing the first mortgage until January 2007. The Managing General Partner believes that it is not appropriate to use the Venture's incremental borrowing rate for the second mortgages, as there is currently no market in which the Venture could obtain similar financing. Therefore, the Managing General Partner considers estimation of fair value to be impracticable for this indebtedness.
Long-term Debt Principal Weighted-average (in thousands) Interest Rate 2004 $ 453 8.50% 2005 2,022 8.50% 2006 2,201 8.50% 2007 2,403 8.50% 2008 115,536 8.95% $122,615
As principal payments for the junior loans are based upon monthly cash flow, all principal is assumed to be repaid at maturity. ITEM 4. CONTROLS AND PROCEDURES (a) Disclosure Controls and Procedures. The Venture'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 Venture's principal executive officer and principal financial officer, respectively, has evaluated the effectiveness of the Venture's disclosure controls and procedures (as such term is 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 Venture's principal executive officer and principal financial officer, respectively, have concluded that, as of the end of such period, the Venture's disclosure controls and procedures are effective. (b) Internal Control Over Financial Reporting. There have not been any changes in the Venture's internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the fiscal quarter to which this report relates that have materially affected, or are reasonably likely to materially affect, the Venture's internal control over financial reporting. PART II - OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS On August 8, 2003 AIMCO Properties L.P., an affiliate of the Managing General Partner, was served with a complaint in the United States District Court, District of Columbia alleging that AIMCO Properties L.P. willfully violated the Fair Labor Standards Act ("FLSA") by failing to pay maintenance workers overtime for all hours worked in excess of forty per week. On March 5, 2004, the plaintiffs filed an amended complaint also naming NHP Management Company, which is also an affiliate of the Managing General Partner. The complaint is styled as a Collective Action under the FLSA and seeks to certify state subclasses in California, Maryland, and the District of Columbia. Specifically, the plaintiffs contend that AIMCO Properties L.P. failed to compensate maintenance workers for time that they were required to be "on-call". Additionally, the complaint alleges AIMCO Properties L.P. failed to comply with the FLSA in compensating maintenance workers for time that they worked in responding to a call while "on-call". The defendants have filed an answer to the amended complaint denying the substantive allegations. Some discovery has taken place and settlement negotiations continue. Although the outcome of any litigation is uncertain, AIMCO Properties, L.P. does not believe that the ultimate outcome will have a material adverse effect on its financial condition or results of operations. Similarly, the Managing General Partner does not believe that the ultimate outcome will have a material adverse effect on the Venture's combined financial condition or results of operations. ITEM 6. EXHIBITS See Exhibit Index attached. 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. VMS NATIONAL PROPERTIES JOINT VENTURE (Venture) VMS National Residential Portfolio I By: MAERIL, Inc. Managing General Partner By: /s/Martha L. Long Martha L. Long Senior Vice President By: /s/Stephen B. Waters Stephen B. Waters Vice President VMS National Residential Portfolio II By: MAERIL, Inc. Managing General Partner By: /s/Martha L. Long Martha L. Long Senior Vice President By: /s/Stephen B. Waters Stephen B. Waters Vice President Date: November 12, 2004 EXHIBIT INDEX Exhibit No. Description 3 and 21 Portions of the Prospectus of the Venture dated May 15, 1986 as supplemented by Supplement Numbers 1 through 7 dated December 18, 1986, February 11, 1987, March 31, 1987, August 19, 1987, January 4, 1988, April 18, 1988 and June 30, 1988 as filed with the Commission pursuant to Rule 424(b) and (c), as well as the Restated Limited Venture Agreement set forth as Exhibit A to the Prospectus, are hereby incorporated by reference, specifically pages 15 - 21, 44 - 68, 76, 86 - 90, 106 - 108, A9 - A13, A16 - A20 and Supplements Numbers 1 and 2. 10.1 Stipulation Regarding Entry of Agreed Final Judgment of Foreclosure and Order Relieving Receiver of Obligation to Operate Subject Property - Kendall Mall is incorporated by reference to the Form 10-QSB dated June 30, 1995. 10.2 Form of Amended, Restated and Consolidated Senior Secured Promissory Note between the Venture and MF VMS, L.L.C. relating to each of the Venture's properties. 10.3 Form of Amended, Restated and Consolidated Junior Secured Promissory Note between the Venture and MF VMS, L.L.C. relating to each of the Venture's properties. 11 Calculation of Net Loss Per Investor. 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 Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. Exhibit 11 VMS NATIONAL PROPERTIES JOINT VENTURE CALCULATION OF NET LOSS PER INVESTOR (in thousands, except per partnership interest data)
For the Nine Months Ended September 30, 2004 2003 VMS National Properties net loss $(7,111) $(4,953) Portfolio I net loss -- -- Portfolio II net loss -- -- Combined net loss $(7,111) $(4,953) Portfolio I allocation: 70.69% VMS National Properties net loss $(5,026) $(3,501) 100.00% Portfolio I net loss -- -- $(5,026) $(3,501) Net loss to general partner (2%) $ (100) $ (70) Net loss to limited partners (98%) $(4,926) $(3,431) Number of Limited Partner units 644 644 Net loss per limited partnership interest $(7,649) $(5,328) Portfolio II allocation: 29.31% VMS National Properties net loss $(2,085) $(1,452) 100.00% Portfolio II net loss -- -- $(2,085) $(1,452) Net loss to general partner (2%) $ (42) $ (29) Net loss to limited partners (98%) $(2,043) $(1,423) Number of Limited Partner units 267 267 Net loss per limited partnership interest $(7,652) $(5,330)
Exhibit 31.1 CERTIFICATION I, Martha L. Long, certify that: 1. I have reviewed this quarterly report on Form 10-Q of VMS National Properties Joint Venture; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Venture as of, and for, the periods presented in this report; 4. The Venture's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Venture and have: (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Venture, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; (b) Evaluated the effectiveness of the Venture's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and (c) Disclosed in this report any change in the Venture's internal control over financial reporting that occurred during the Venture's most recent fiscal quarter (the Venture's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Venture's internal control over financial reporting; and 5. The Venture's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Venture's auditors and the audit committee of the Venture's board of directors (or persons performing the equivalent functions): (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Venture's ability to record, process, summarize and report financial information; and (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the Venture's internal control over financial reporting. Date: November 12, 2004 /s/Martha L. Long Martha L. Long Senior Vice President of MAERIL, Inc., equivalent of the chief executive officer of the Venture Exhibit 31.2 CERTIFICATION I, Stephen B. Waters, certify that: 1. I have reviewed this quarterly report on Form 10-Q of VMS National Properties Joint Venture; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Venture as of, and for, the periods presented in this report; 4. The Venture's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Venture and have: (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Venture, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; (b) Evaluated the effectiveness of the Venture's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and (c) Disclosed in this report any change in the Venture's internal control over financial reporting that occurred during the Venture's most recent fiscal quarter (the Venture's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Venture's internal control over financial reporting; and 5. The Venture's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Venture's auditors and the audit committee of the Venture's board of directors (or persons performing the equivalent functions): (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Venture's ability to record, process, summarize and report financial information; and (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the Venture's internal control over financial reporting. Date: November 12, 2004 /s/Stephen B. Waters Stephen B. Waters Vice President of MAERIL, Inc., equivalent of the chief financial officer of the Venture Exhibit 32.1 Certification of CEO and CFO Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 In connection with the Quarterly Report on Form 10-Q of VMS National Properties Joint Venture (the "Venture"), for the quarterly period ended September 30, 2004 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), Martha L. Long, as the equivalent of the Chief Executive Officer of the Venture, and Stephen B. Waters, as the equivalent of the Chief Financial Officer of the Venture, each hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of his knowledge: (1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Venture. /s/Martha L. Long Name: Martha L. Long Date: November 12, 2004 /s/Stephen B. Waters Name: Stephen B. Waters Date: November 12, 2004 This certification is furnished with this Report pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not be deemed filed by the Venture for purposes of Section 18 of the Securities Exchange Act of 1934, as amended. -----END PRIVACY-ENHANCED MESSAGE-----