10-Q 1 foxship908a_10q.htm 10Q FORM 10-QSB—QUARTERLY OR TRANSITIONAL REPORT UNDER SECTION 13 OR 15(d) OF

 

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, 2008

 

 

[ ]   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 0-16877

 

 

FOX STRATEGIC HOUSING INCOME PARTNERS

(Exact name of registrant as specified in its charter)

 

California

94-3016373

(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, including area code)

 

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. 

[X] Yes  [ ] No

 

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

 

Large accelerated filer [ ]

Accelerated filer [ ]

Non-accelerated filer [ ]

(Do not check if a smaller reporting company)

Smaller reporting company [X]

 

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

 


PART I – FINANCIAL INFORMATION

 

ITEM 1.     Financial Statements

 

FOX STRATEGIC HOUSING INCOME PARTNERS

BALANCE SHEETS

(in thousands, except unit data)

 

 

 

September 30,

December 31,

 

2008

2007

 

(Unaudited)

(Note)

Assets

 

 

 

 

Cash and cash equivalents

  $   364

  $   127

Receivables and deposits

       22

       71

Other assets

      386

       45   

Investment property:

 

 

Land

    1,981

    1,981

Buildings and related personal property

   19,721

   14,290

 

   21,702

   16,271

Less accumulated depreciation

   (7,545)

   (6,552)

 

 

 

 

   14,157

    9,719

 

 

  $14,929

  $ 9,962

 

 

 

 

 

 

Liabilities and Partners' Deficit

 

 

Liabilities

 

 

Accounts payable

  $   588

  $   262

Tenant security deposit liabilities

       39

       23

Due to affiliates (Note B)

    2,729

    5,631

Other liabilities

       37

       66

Mortgage note payable (Note E)

   13,800

    4,829

 

   17,193

   10,811

 

 

 

Partners' Deficit

 

 

General partner

   (1,162)

     (579)

Limited partners (26,111 units issued and

   (1,102)

     (270)

outstanding)

   (2,264)

     (849)

 

  $14,929

  $ 9,962

 

Note:   The balance sheet at December 31, 2007 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 Financial Statements


 

FOX STRATEGIC HOUSING INCOME PARTNERS

 

STATEMENTS OF OPERATIONS

(Unaudited)

 (in thousands, except per unit data)

 

 

 

 

 

 

 

Three Months Ended

Nine Months Ended

 

September 30,

September 30,

 

2008

2007

2008

2007

Revenues:

 

 

 

 

Rental income

$   385

$   334

$   968

$ 1,043

Other income

     39

     36

     85

    106

Total revenues

    424

    370

  1,053

  1,149

 

 

 

 

 

Expenses:

 

 

 

 

Operating

    250

    242

    683

    579

General and administrative

     31

     26

     87

     86

Depreciation

    443

    161

    993

    366

Interest (Note E)

    270

    127

    598

    345

Property taxes

     52

     29

    115

     97

Total expenses

  1,046

    585

  2,476

  1,473

 

 

 

 

 

Casualty gain (Note D)

      8

     --

      8

      4

Net loss

 $  (614)

 $  (215)

 $(1,415)

 $  (320)

 

 

 

 

 

Net loss allocated to general

 

 

 

 

partner

 $  (567)

$    --

 $  (583)

$    --

 

 

 

 

 

Net loss allocated to limited

 

 

 

 

partners

     (47)

    (215)

    (832)

    (320)

 

 

 

 

 

 

 $  (614)

 $  (215)

 $(1,415)

 $  (320)

 

 

 

 

 

Net loss per limited

 

 

 

 

partnership unit

 $ (1.80)

 $ (8.23)

 $(31.86)

 $(12.26)

 

See Accompanying Notes to Financial Statements


 

FOX STRATEGIC HOUSING INCOME PARTNERS

 

STATEMENT OF CHANGES IN PARTNERS' DEFICIT

(Unaudited)

(in thousands, except unit data)

 

 

 

 

Limited

 

 

 

 

Partnership

General

Limited

 

 

Units

Partner

Partners

Total

 

 

 

 

 

Original capital contributions

26,111

 $    --

$26,111

$26,111

 

 

 

 

 

Partners' deficit

 

 

 

 

at December 31, 2007

26,111

 $  (579)

 $  (270)

 $  (849)

 

 

 

 

 

Net loss for the nine months

 

 

 

 

ended September 30, 2008

    --

    (583)

    (832)

  (1,415)

 

 

 

 

 

Partners' deficit

 

 

 

 

   at September 30, 2008

26,111

 $(1,162)

 $(1,102)

 $(2,264)

 

See Accompanying Notes to Financial Statements


FOX STRATEGIC HOUSING INCOME PARTNERS

 

STATEMENTS OF CASH FLOWS

(Unaudited)

(in thousands)

 

Nine Months Ended

 

September 30,

 

2008

2007

Cash flows from operating activities:

 

 

Net loss

 $(1,415)

 $  (320)

Adjustments to reconcile net loss to net cash (used

 

 

in) provided by operating activities:

 

 

Depreciation

    993

    366

Amortization of loan costs

     10

     11

Casualty gain

      (8)

      (4)

Loss on early extinguishment of debt

     19

     --

Change in accounts:

 

 

Receivables and deposits

     49

     25

Other assets

    (116)

     (64)

Accounts payable

    124

     (46)

Tenant security deposit liabilities

     16

      1

Due to affiliates

    (431)

    191

Other liabilities

     (29)

      (5)

Net cash (used in) provided by operating

 

 

  activities

    (788)

    155

 

 

 

Cash flows from investing activities:

 

 

Insurance proceeds received

      8

      4

Property improvements and replacements

  (5,229)

  (2,968)

Net cash used in investing activities

  (5,221)

  (2,964)

 

 

 

Cash flows from financing activities:

 

 

Loan costs paid

    (235)

     --

Repayment of mortgage note payable

  (4,754)

     --

Payments on mortgage note payable

     (75)

     (79)

Proceeds from mortgage note payable

 13,800

     --

Prepayment penalty

     (19)

     --

Advances from affiliate

  5,486

  2,858

Payments on advances from affiliate

  (7,957)

     --

Net cash provided by financing activities

  6,246

  2,779

 

 

 

Net increase (decrease) in cash and cash equivalents

    237

     (30)

 

 

 

Cash and cash equivalents at beginning of period

    127

    150

 

 

 

Cash and cash equivalents at end of period

$   364

$   120

 

 

 

Supplemental disclosure of cash flow information:

 

 

Cash paid for interest, net of capitalized interest

$   846

$   178

Supplemental disclosure of non-cash activity:

 

 

Property improvements and replacements included in

 

 

 accounts payable

$   404

$   666

 

Included in property improvements and replacements for the nine months ended September 30, 2008 and 2007 are approximately $202,000 and $14,000, respectively, of improvements which were included in accounts payable at December 31, 2007 and 2006, respectively.

 

See Accompanying Notes to Financial Statements


FOX STRATEGIC HOUSING INCOME PARTNERS

 

NOTES TO FINANCIAL STATEMENTS

(Unaudited)

 

Note A – Basis of Presentation

 

The accompanying unaudited financial statements of Fox Strategic Housing Income Partners (the "Partnership" or "Registrant") have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 8-03 of Regulation S-X.  Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements.  Fox Partners VIII (the “General Partner”) is the general partner of the Partnership.  The general partners of Fox Partners VIII are Fox Capital Management Corporation ("FCMC" or the “Managing General Partner”), a California corporation, and Fox Realty Investors ("FRI"), a California general partnership. The Managing General Partner and the managing general partner of FRI are affiliates of Apartment Investment and Management Company ("AIMCO"), a publicly traded real estate investment trust.  In the opinion of 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, 2008 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2008.  For further information, refer to the financial statements and footnotes thereto included in the Partnership's Annual Report on Form 10-KSB for the fiscal year ended December 31, 2007.

 

Note B – Transactions with Affiliated Parties

 

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

 

Affiliates of the Managing General Partner receive 5% of gross receipts from the Partnership's investment property as compensation for providing property management services.  The Partnership paid to such affiliates approximately $49,000 and $57,000 for the nine months ended September 30, 2008 and 2007, respectively, which are included in operating expenses.

 

Affiliates of the Managing General Partner charged the Partnership for reimbursement of accountable administrative expenses amounting to approximately $33,000 and $36,000 for the nine months ended September 30, 2008 and 2007, respectively, which is included in general and administrative expenses.  In connection with the redevelopment project (as discussed in “Note C”), an affiliate of the Managing General Partner is to receive a redevelopment supervision fee of 4% of the actual redevelopment costs, or approximately $436,000 based on current estimated redevelopment costs. During the nine months ended September 30, 2008 and 2007, the Partnership was charged approximately $209,000 and $118,000, respectively, in redevelopment supervision fees, which is included in investment property. At September 30, 2008 and December 31, 2007, approximately $4,000 and $177,000, respectively, of these accountable administrative expenses remain unpaid and are included in due to affiliates.

 

In accordance with the Partnership Agreement, AIMCO Properties, L.P., an affiliate of the Managing General Partner, advanced the Partnership approximately $5,486,000 and $2,858,000 to fund the redevelopment project, a rate lock deposit associated with the refinancing and operating expenses at The Views at Vinings Mountain Apartments during the nine months ended September 30, 2008 and 2007, respectively.  Interest is charged at the prime rate plus 2% (7.00% at September 30, 2008). Interest expense amounted to approximately $405,000 and $182,000 for the nine months ended September 30, 2008 and 2007, respectively. During the nine months ended September 30, 2008 and 2007, the Partnership made payments on the outstanding advances and accrued interest of approximately $8,620,000 and $36,000, from proceeds from the refinancing of the mortgage encumbering the property and cash from operations, respectively. At September 30, 2008 and December 31, 2007, the amount of the outstanding advances and accrued interest was approximately $2,453,000 and $5,182,000, respectively, and is included in due to affiliates. The Partnership may receive additional advances of funds from AIMCO Properties, L.P. although AIMCO Properties, L.P. is not obligated to provide such advances.  For more information on AIMCO Properties, L.P., including copies of its audited balance sheet, please see its reports filed with the Securities and Exchange Commission. Subsequent to September 30, 2008, AIMCO Properties, L.P. advanced the Partnership approximately $124,000 to fund operations and the redevelopment project at The Views at Vinings Mountain Apartments.

 

In accordance with the Partnership Agreement, the Managing General Partner earns partnership management fees on distributions from operations. There were no partnership management fees earned during the nine months ended September 30, 2008 and 2007 as there were no operating distributions.  The Partnership Agreement requires that 62.5% of the fees earned be subordinated to the Limited Partners’ annual receipt of 8% of adjusted invested capital as defined in the Partnership Agreement. The cumulative subordinated fees owed to the Managing General Partner at both September 30, 2008 and December 31, 2007 amounted to approximately $272,000 and are included in due to affiliates.

 

The Partnership insures its property up to certain limits through coverage provided by AIMCO which is generally self-insured for a portion of losses and liabilities related to workers’ compensation, property casualty, general liability and vehicle liability. The Partnership insures its property above the AIMCO limits through insurance policies obtained by AIMCO from insurers unaffiliated with the Managing General Partner.  During the nine months ended September 30, 2008, the Partnership was charged by AIMCO and its affiliates approximately $36,000 for insurance coverage and fees associated with policy claims administration. Additional charges will be incurred by the Partnership during 2008 as other insurance policies renew later in the year. The Partnership was charged by AIMCO and its affiliates approximately $46,000 for insurance coverage and fees associated with policy claims administration during the year ended December 31, 2007.

 

Note C – Redevelopment of Property

 

In November 2006, the Partnership began a major redevelopment project at the property in order for it to remain competitive with other properties in the Atlanta area. Based on current redevelopment plans, the Managing General Partner expects the redevelopment to be complete in December 2008 at a total cost of approximately $11,442,000. The redevelopment is expected to consist of the addition of a controlled access entrance gate, an amenity building, clubhouse renovations, swimming pool upgrades, roof replacement, HVAC upgrades, major landscaping, lighting upgrades, exterior and interior building improvements, sidewalk and parking area upgrades, signage, and kitchen, bathroom, and appliance upgrades to each unit. As of September 30, 2008, the Partnership has completed approximately $10,247,000 for property redevelopment, of which approximately $4,816,000 was completed during 2007 and 2006. The Partnership expects to fund the redevelopment from operating cash flow and advances from AIMCO Properties, L.P. During the construction period, certain expenses are being capitalized and depreciated over the remaining life of the related assets.  During the nine months ended September 30, 2008 and 2007, approximately $111,000 and $102,000, respectively, of construction period interest, approximately $16,000 and $6,000, respectively, of construction period real estate taxes, and approximately $6,000 and $2,000, respectively, of other construction period operating costs were capitalized.

 

Note D – Casualty Event

 

In July 2006, there was a fire at The Views at Vinings Mountain Apartments, causing damage to one unit. Insurance proceeds of approximately $9,000 were received during the year ended December 31, 2006 to cover the damages. The Partnership recognized a casualty gain of approximately $5,000 for the year ended December 31, 2006 as a result of the receipt of insurance proceeds, offset by the write-off of the undepreciated damaged asset of approximately $4,000. During the nine months ended September 30, 2007, the Partnership recognized a casualty gain of approximately $4,000 as a result of the receipt of additional insurance proceeds of approximately $4,000. During the three and nine months ended September 30, 2008, the Partnership recognized a casualty gain of approximately $8,000, as a result of the receipt of additional insurance proceeds of approximately $8,000.

 

Note E – Mortgage Financing

 

On September 11, 2008, the Partnership refinanced the mortgage encumbering The Views at Vinings Mountain Apartments. The refinancing replaced the existing mortgage, which at the time of refinancing had a principal balance of approximately $4,754,000, with a new mortgage loan in the principal amount of $13,800,000.  The new mortgage loan bears interest at 5.77% per annum and requires monthly payments of interest only of approximately $66,000 beginning on November 1, 2008 through October 1, 2009. Beginning on November 1, 2009, the new mortgage loan will require monthly payments of principal and interest of approximately $81,000, through the September 11, 2013 maturity date. The new mortgage loan has a balloon payment of approximately $13,045,000 due at maturity.  On September 11, 2010, if the Partnership does not meet a prescribed debt service coverage ratio, the Partnership will be required to make an additional payment of principal to reduce the outstanding principal balance to the prescribed debt service coverage ratio.  The Partnership may prepay the mortgage loan at any time with 30 days written notice to the lender, subject to a prepayment penalty. The Partnership recognized a loss on the early extinguishment of debt of approximately $19,000, which is included in interest expense, as a result of a prepayment penalty. Total capitalized loan costs in connection with the new mortgage were approximately $235,000 and are included in other assets. Loan costs associated with the previous mortgage were fully amortized.

 

Note F – Contingencies

 

The Partnership has previously disclosed in its quarterly, annual and current reports the legal proceedings related to the Nuanes and Heller actions.  On June 30, 2006, the trial court entered an order confirming its approval of the class action settlement and entering judgment thereto after the Court of Appeal had remanded the matter for further findings.  On August 31, 2006, an objector filed an appeal from the order.  The Court of Appeal issued an opinion on February 20, 2008, affirming the order approving the settlement and judgment entered thereto, and the California Supreme Court thereafter denied the objector’s petition for review.  All appeals have now been exhausted, and the Court’s order approving the settlement and entering judgment is now final.  Payments associated with the settlement were disbursed during September 2008.

 

As previously disclosed, AIMCO Properties, L.P. and NHP Management Company, both affiliates of the Managing General Partner, were defendants in a lawsuit, filed as a collective action in August 2003 in the United States District Court for the District of Columbia, alleging that they willfully violated the Fair Labor Standards Act (“FLSA”) by failing to pay maintenance workers overtime for time worked in excess of 40 hours per week (“overtime claims”). The plaintiffs also contended that AIMCO Properties, L.P. and NHP Management Company failed to compensate maintenance workers for time that they were required to be "on-call" (“on-call claims”).  In March 2007, the court in the District of Columbia decertified the collective action. In July 2007, plaintiffs’ counsel filed individual cases in Federal court in 22 jurisdictions. In the second quarter 2008, AIMCO Properties, L.P. settled the overtime cases involving 652 plaintiffs and established a framework for resolving the 88 remaining “on-call” claims and the attorneys’ fees claimed by plaintiffs’ counsel. As a result, the lawsuits asserted in the 22 Federal courts will be dismissed.  During the three months ended September 30, 2008, AIMCO Properties, L.P. charged the settlement amounts for alleged unpaid overtime to employees to those partnerships where the respective employees had worked. The Partnership was not charged any settlement amounts. At this time, the 88 remaining “on-call” claims and the attorneys’ fees claimed by plaintiffs’ counsel are not resolved. The Managing General Partner is uncertain as to the amount of any additional loss that may be allocable to the Partnership. Therefore, the Partnership cannot estimate whether any additional loss will occur or a potential range of loss.

 

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

 

Environmental

 

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

 

Mold

 

The Partnership is aware of lawsuits against owners and managers of multifamily properties asserting claims of personal injury and property damage caused by the presence of mold, some of which have resulted in substantial monetary judgments or settlements.  The Partnership has only limited insurance coverage for property damage loss claims arising from the presence of mold and for personal injury claims related to mold exposure.  Affiliates of the Managing General Partner have implemented policies, procedures, third-party audits and training and the Managing General Partner believes that these measures will prevent or eliminate mold exposure and will minimize the effects that mold may have on residents.  To date, the Partnership has not incurred any material costs or liabilities relating to claims of mold exposure or to abate mold conditions.  Because the law regarding mold is unsettled and subject to change the Managing General Partner can make no assurance that liabilities resulting from the presence of or exposure to mold will not have a material adverse effect on the Partnership’s financial condition or results of operations.

 


ITEM 2.     Management's Discussion and Analysis of Financial Condition and Results of Operations

 

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

 

The Partnership's investment property consists of one apartment complex.  The following table sets forth the average occupancy of the property for the nine months ended September 30, 2008 and 2007:

 

 

Average Occupancy

Property

2008

2007

 

 

 

The Views at Vinings Mountain Apartments

68%

90%

Atlanta, Georgia

 

 

 

The Managing General Partner attributes the decrease in occupancy at The Views at Vinings Mountain Apartments to the ongoing redevelopment project at the property, during which time some units have been unavailable for lease.

 

The Partnership’s financial results depend upon a number of factors including the ability to attract and maintain tenants at the investment property, interest rates on mortgage loans, costs incurred to operate the investment property, general economic conditions and weather. As part of the ongoing business plan of the Partnership, the Managing General Partner monitors the rental market environment of its investment property to assess the feasibility of increasing rents, maintaining or increasing occupancy levels and protecting the Partnership from increases in expenses. As part of this plan, the Managing General Partner attempts to protect the Partnership from the burden of inflation-related increases in expenses by increasing rents and maintaining a high overall occupancy level. However, the Managing General Partner may use rental concessions and rental rate reductions to offset softening market conditions; accordingly, there is no guarantee that the Managing General Partner will be able to sustain such a plan. Further, a number of factors that are outside the control of the Partnership such as the local economic climate and weather can adversely or positively affect the Partnership’s financial results.

 

Results of Operations

 

The Partnership recognized net losses of approximately $614,000 and $1,415,000 for the three and nine months ended September 30, 2008, respectively, compared to net losses of approximately $215,000 and $320,000 for the three and nine months ended September 30, 2007, respectively.  The increase in net loss for the three months ended September 30, 2008 is due to an increase in total expenses, partially offset by an increase in total revenues.  The increase in net loss for the nine months ended September 30, 2008 is due to an increase in total expenses and a decrease in total revenues.

 

Total expenses increased for the three months ended September 30, 2008 due to increases in depreciation, interest and property tax expenses. Operating and general and administrative expenses remained relatively constant for the three months ended September 30, 2008.  Total expenses increased for the nine months ended September 30, 2008 due to increases in operating, depreciation, interest and property tax expenses.  General and administrative expense remained relatively constant for the nine months ended September 30, 2008.  The increase in operating expenses for the nine months ended September 30, 2008 is primarily due to an increase in advertising expense at the Partnership’s investment property. Depreciation increased for both periods due to property improvements and replacements placed into service at the property during the past twelve months.  Interest expense increased for both periods primarily due to an increase in interest on advances received from an affiliate of the Managing General Partner as a result of a higher average outstanding balance and a higher debt balance on the mortgage encumbering the property as a result of the September 2008 refinancing of the mortgage encumbering the property. Property tax expense increased for both periods primarily due to an increase in the assessed value of the property.

 

Included in general and administrative expenses for the three and nine months ended September 30, 2008 and 2007 are reimbursements to the Managing General Partner as allowed under the Partnership Agreement, costs associated with the quarterly and annual communications with investors and regulatory agencies and the annual audit required by the Partnership Agreement.

 

The increase in total revenues for the three months ended September 30, 2008 is due to an increase in rental income. Other income remained relatively constant for the three months ended September 30, 2008. The decrease in total revenues for the nine months ended September 30, 2008 is due to decreases in both rental and other income. Rental income increased for the three months ended September 30, 2008 primarily due to increases in occupancy and the average rental rate at the Partnership’s investment property. The decrease in rental income for the nine months ended September 30, 2008 is primarily due to a decrease in occupancy, partially offset by an increase in the average rental rate at The Views at Vinings Mountain Apartments. The decrease in other income for the nine months ended September 30, 2008 is primarily due to a decrease in resident utility reimbursements at the Partnership’s investment property.

 

In July 2006, there was a fire at The Views at Vinings Mountain Apartments, causing damage to one unit. Insurance proceeds of approximately $9,000 were received during the year ended December 31, 2006 to cover the damages. The Partnership recognized a casualty gain of approximately $5,000 for the year ended December 31, 2006 as a result of the receipt of insurance proceeds, offset by the write-off of the undepreciated damaged asset of approximately $4,000.  During the nine months ended September 30, 2007, the Partnership recognized a casualty gain of approximately $4,000 as a result of the receipt of additional insurance proceeds of approximately $4,000. During the three and nine months ended September 30, 2008, the Partnership recognized a casualty gain of approximately $8,000, as a result of the receipt of additional insurance proceeds of approximately $8,000.

 

In November 2006, the Partnership began a major redevelopment project at the property in order for it to remain competitive with other properties in the Atlanta area. Based on current redevelopment plans, the Managing General Partner expects the redevelopment to be complete in December 2008 at a total cost of approximately $11,442,000.  During the construction period, certain expenses are being capitalized and depreciated over the remaining life of the related assets.  During the nine months ended September 30, 2008 and 2007, approximately $111,000 and $102,000, respectively, of construction period interest, approximately $16,000 and $6,000, respectively, of construction period real estate taxes, and approximately $6,000 and $2,000, respectively, of other construction period operating costs were capitalized.

 

Liquidity and Capital Resources

 

At September 30, 2008, the Partnership had cash and cash equivalents of approximately $364,000, compared to approximately $120,000 at September 30, 2007.  Cash and cash equivalents increased approximately $237,000, from December 31, 2007, due to approximately $6,246,000 of cash provided by financing activities, partially offset by approximately $5,221,000 and $788,000 of cash used in investing and operating activities, respectively. Cash provided by financing activities consisted of proceeds received from the refinancing of the mortgage encumbering The Views at Vinings Mountain Apartments and advances received from an affiliate of the Managing General Partner, partially offset by repayment of advances received from an affiliate of the Managing General Partner, repayment of the existing mortgage encumbering the Partnership’s investment property, loan costs and a prepayment penalty paid and principal payments made on the mortgage encumbering The Views at Vinings Mountain Apartments. Cash used in investing activities consisted of property improvements and replacements, partially offset by insurance proceeds received. The Partnership 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 property to adequately maintain the physical assets and other operating needs of the Partnership and to comply with Federal, state, and local legal and regulatory requirements.  The Managing General Partner monitors developments in the area of legal and regulatory compliance.  Capital improvements planned for the Partnership's property are detailed below.

 

During the nine months ended September 30, 2008, the Partnership completed approximately $5,431,000 of capital improvements at The Views at Vinings Mountain Apartments primarily arising from the redevelopment of the property, which includes capitalization of construction period interest of approximately $111,000, construction period real estate taxes of approximately $16,000 and other construction period operating costs of approximately $6,000.  These improvements were funded from operating cash flow and advances from AIMCO Properties, L.P., an affiliate of the Managing General Partner. In November 2006, the Partnership began a major redevelopment project at the property in order for it to remain competitive with other properties in the Atlanta area. Based on current redevelopment plans, the Managing General Partner expects the redevelopment to be complete in December 2008 at a total cost of approximately $11,442,000. The redevelopment is expected to consist of the addition of a controlled access entrance gate, an amenity building, clubhouse renovations, swimming pool upgrades, roof replacement, HVAC upgrades, major landscaping, lighting upgrades, exterior and interior building improvements, sidewalk and parking area upgrades, signage, and kitchen, bathroom, and appliance upgrades to each unit. As of September 30, 2008, the Partnership has completed approximately $10,247,000 for property redevelopment, of which approximately $4,816,000 was completed during 2007 and 2006. The Partnership expects to fund the redevelopment from operating cash flow and advances from AIMCO Properties, L.P. Certain other routine capital expenditures are anticipated during the remainder of 2008. Such capital expenditures will depend on the physical condition of the property as well as anticipated cash flow generated by the property.

 

Capital expenditures will be incurred only if cash is available from operations, Partnership reserves or advances from AIMCO Properties, L.P.  Due to the extent of the redevelopment project at the property, it is not expected that the Partnership will have any distributable cash flow during the redevelopment period.

 

In accordance with the Partnership Agreement, AIMCO Properties, L.P., an affiliate of the Managing General Partner, advanced the Partnership approximately $5,486,000 and $2,858,000 to fund the redevelopment project, a rate lock deposit associated with the refinancing and operating expenses at The Views at Vinings Mountain Apartments during the nine months ended September 30, 2008 and 2007, respectively.  Interest is charged at the prime rate plus 2% (7.00% at September 30, 2008). Interest expense amounted to approximately $405,000 and $182,000 for the nine months ended September 30, 2008 and 2007, respectively. During the nine months ended September 30, 2008 and 2007, the Partnership made payments on the outstanding advances and accrued interest of approximately $8,620,000 and $36,000, from proceeds from the refinancing of the mortgage encumbering the property and cash from operations, respectively. At September 30, 2008 and December 31, 2007, the amount of the outstanding advances and accrued interest was approximately $2,453,000 and $5,182,000, respectively, and is included in due to affiliates. The Partnership may receive additional advances of funds from AIMCO Properties, L.P. although AIMCO Properties, L.P. is not obligated to provide such advances.  For more information on AIMCO Properties, L.P., including copies of its audited balance sheet, please see its reports filed with the Securities and Exchange Commission. Subsequent to September 30, 2008, AIMCO Properties, L.P. advanced the Partnership approximately $124,000 to fund operations and the redevelopment project at The Views at Vinings Mountain Apartments.

 

The Partnership's assets are thought to be generally sufficient for any near-term needs (exclusive of capital improvements) of the Partnership. On September 11, 2008, the Partnership refinanced the mortgage encumbering The Views at Vinings Mountain Apartments. The refinancing replaced the existing mortgage, which at the time of refinancing had a principal balance of approximately $4,754,000, with a new mortgage loan in the principal amount of $13,800,000. The new mortgage loan bears interest at 5.77% per annum and requires monthly payments of interest only of approximately $66,000 beginning on November 1, 2008 through October 1, 2009. Beginning on November 1, 2009, the new mortgage loan will require monthly payments of principal and interest of approximately $81,000, through the September 11, 2013 maturity date. The new mortgage loan has a balloon payment of approximately $13,045,000 due at maturity.  On September 11, 2010, if the Partnership does not meet a prescribed debt service coverage ratio, the Partnership will be required to make an additional payment of principal to reduce the outstanding principal balance to the prescribed debt service coverage ratio. The Partnership may prepay the mortgage loan at any time with 30 days written notice to the lender, subject to a prepayment penalty. The Partnership recognized a loss on the early extinguishment of debt of approximately $19,000, which is included in interest expense, as a result of a prepayment penalty. Total capitalized loan costs in connection with the new mortgage were approximately $235,000 and are included in other assets.  Loan costs associated with the previous mortgage were fully amortized.

 

There were no distributions to the partners during the nine months ended September 30, 2008 and 2007. Future cash distributions will depend on the levels of net cash generated from operations, and the timing of the debt maturity, refinancing and/or property sale. The Partnership's cash available for distribution is reviewed on a monthly basis. In light of the amounts accrued and payable to affiliates of the Managing General Partner at September 30, 2008 and the property redevelopment, there can be no assurance that the Partnership will generate sufficient funds from operations after required capital expenditures to permit any distributions to its partners during 2008 or subsequent periods.

 

Other

 

In addition to its indirect ownership of the general partner interests in the Partnership, AIMCO and its affiliates owned 13,719 limited partnership units (the "Units") in the Partnership representing 52.54% of the outstanding Units at September 30, 2008.  A number of these Units were acquired pursuant to tender offers made by AIMCO or its affiliates.  It is possible that AIMCO or its affiliates will acquire additional Units in the Partnership in exchange for cash or a combination of cash and units in AIMCO Properties, L.P., the operating partnership of AIMCO, either through private purchases or tender offers. Pursuant to the Partnership Agreement, unitholders holding a majority of the Units are entitled to take action with respect to a variety of matters that include, but are not limited to, voting on certain amendments to the Partnership Agreement and voting to remove the General Partner.  As a result of its ownership of 52.54% of the outstanding Units, AIMCO and its affiliates are in a position to control all voting decisions with respect to the Partnership.  Although the General Partner owes fiduciary duties to the limited partners of the Partnership, the Managing General Partner also owes fiduciary duties to both the General Partner and AIMCO as the sole stockholder of the Managing General Partner.

 

Critical Accounting Policies and Estimates

 

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

 

Impairment of Long-Lived Asset

 

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

 

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

 

Capitalized Costs Related to Redevelopment and Construction Projects

 

The Partnership capitalizes costs incurred in connection with capital expenditure activities, including redevelopment and construction projects. Costs including interest, property taxes and operating costs associated with redevelopment and construction projects are capitalized during periods in which redevelopment and construction projects are in progress in accordance with Statement of Financial Accounting Standards (“SFAS”) No. 34, “Capitalization of Interest Costs”, and SFAS No. 67, “Accounting for Costs and the Initial Rental Operations of Real Estate Properties”. Included in these capitalized costs are payroll costs associated with time spent by site employees in connection with the planning, execution and control of all capital expenditure activities at the property level. 

 

Revenue Recognition

 

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


ITEM 4T.   Controls and Procedures

 

(a)   Disclosure Controls and Procedures.

 

The Partnership’s management, with the participation of the principal executive officer and principal financial officer of the Managing General Partner, who are the equivalent of the Partnership’s principal executive officer and principal financial officer, respectively, has evaluated the effectiveness of the Partnership’s disclosure controls and procedures (as 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 Partnership’s principal executive officer and principal financial officer, respectively, have concluded that, as of the end of such period, the Partnership’s disclosure controls and procedures are effective.

 

 (b)  Changes in Internal Control Over Financial Reporting.

 

There have been no significant changes in the Partnership’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 Partnership’s internal control over financial reporting.


PART II - OTHER INFORMATION

 

 

ITEM 1.     Legal Proceedings

 

The Partnership has previously disclosed in its quarterly, annual and current reports the legal proceedings related to the Nuanes and Heller actions.  On June 30, 2006, the trial court entered an order confirming its approval of the class action settlement and entering judgment thereto after the Court of Appeal had remanded the matter for further findings.  On August 31, 2006, an objector filed an appeal from the order.  The Court of Appeal issued an opinion on February 20, 2008, affirming the order approving the settlement and judgment entered thereto, and the California Supreme Court thereafter denied the objector’s petition for review.  All appeals have now been exhausted, and the Court’s order approving the settlement and entering judgment is now final.  Payments associated with the settlement were disbursed during September 2008.

 

As previously disclosed, AIMCO Properties, L.P. and NHP Management Company, both affiliates of the Managing General Partner, were defendants in a lawsuit, filed as a collective action in August 2003 in the United States District Court for the District of Columbia, alleging that they willfully violated the Fair Labor Standards Act (“FLSA”) by failing to pay maintenance workers overtime for time worked in excess of 40 hours per week (“overtime claims”). The plaintiffs also contended that AIMCO Properties, L.P. and NHP Management Company failed to compensate maintenance workers for time that they were required to be "on-call" (“on-call claims”).  In March 2007, the court in the District of Columbia decertified the collective action. In July 2007, plaintiffs’ counsel filed individual cases in Federal court in 22 jurisdictions. In the second quarter 2008, AIMCO Properties, L.P. settled the overtime cases involving 652 plaintiffs and established a framework for resolving the 88 remaining “on-call” claims and the attorneys’ fees claimed by plaintiffs’ counsel. As a result, the lawsuits asserted in the 22 Federal courts will be dismissed.  During the three months ended September 30, 2008, AIMCO Properties, L.P. charged the settlement amounts for alleged unpaid overtime to employees to those partnerships where the respective employees had worked. The Partnership was not charged any settlement amounts. At this time, the 88 remaining “on-call” claims and the attorneys’ fees claimed by plaintiffs’ counsel are not resolved. The Managing General Partner is uncertain as to the amount of any additional loss that may be allocable to the Partnership. Therefore, the Partnership cannot estimate whether any additional loss will occur or a potential range of loss.

 

ITEM 6.     Exhibits

 

See Exhibit Index.

 


SIGNATURES

 

 

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

 

FOX STRATEGIC HOUSING INCOME PARTNERS

 

(a California Limited Partnership)

 

 

 

By:   FOX PARTNERS VIII

 

      Its General Partner

 

 

 

By:   Fox Capital Management Corporation

 

      Its Managing General Partner

 

 

Date: November 13, 2008

By:   /s/Martha L. Long

 

      Martha L. Long

 

      Senior Vice President

 

 

Date: November 13, 2008

By:   /s/Stephen B. Waters

 

      Stephen B. Waters

 

      Vice President

 

 

 

 

 

 


FOX STRATEGIC HOUSING INCOME PARTNERS

EXHIBIT INDEX

 

 

Exhibit     Description

 

 

3.1         Agreement of Limited Partnership, incorporated by reference to Exhibit A to the Prospectus of the Partnership dated March 24, 1987, and thereafter supplemented, included in the Registrant's Registration Statement on Form S-11 (Reg. No. 33-8481).

 

3.2         Amendment to the Amended and Restated Limited Partnership Agreement incorporated by reference to the Partnership’s Annual Report on Form 10-KSB for the fiscal year ended December 31, 2006.

 

10.7        Promissory Note, dated September 11, 2008, between Fox Strategic Housing Income Partners, a California limited partnership, and Washington Mutual Bank, a federal association. Incorporated by reference to the Partnership’s Current Report on Form 8-K dated September 11, 2008.

 

10.8        Deed of Secure Debt, Security Agreement and Assignment of Leases and Rents, dated September 11, 2008, between Fox Strategic Housing Income Partners, a California limited partnership, and Washington Mutual Bank, a federal association. Incorporated by reference to the Partnership’s Current Report on Form 8-K dated September 11, 2008.

 

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

 

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

 

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