UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 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 0-14569
SPRINGHILL LAKE INVESTORS LIMITED PARTNERSHIP
(Exact name of registrant as specified in its charter)
Maryland 04-2848939
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
55 Beattie Place, P.O. Box 1089
Greenville, South Carolina 29602
(Address of principal executive offices)
(864) 239-1000
(Registrant's telephone number)
Check 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
SPRINGHILL LAKE INVESTORS LIMITED PARTNERSHIP
CONSOLIDATED BALANCE SHEETS
(in thousands, except unit data)
June 30, December 31,
2004 2003
(unaudited) (Note)
Assets
Cash and cash equivalents $ 8,065 $ 5,194
Receivables and deposits 2,928 1,944
Restricted escrows 7,085 7,070
Other assets 2,371 3,046
Investment property:
Land 5,833 5,833
Buildings and related personal property 124,479 122,808
130,312 128,641
Less accumulated depreciation (83,745) (80,070)
46,567 48,571
$ 67,016 $ 65,825
Liabilities and Partners' Deficit
Liabilities
Accounts payable $ 601 $ 830
Tenant security deposit liabilities 753 834
Other liabilities 485 656
Mortgage note payable 109,007 110,386
110,846 112,706
Minority interest (Note D) -- --
Partners' Deficit
General partners (2,619) (2,771)
Investor limited partners (649 units issued and
outstanding) (41,211) (44,110)
(43,830) (46,881)
$ 67,016 $ 65,825
Note: The consolidated 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 in the United States for complete financial statements.
See Accompanying Notes to Consolidated Financial Statements
SPRINGHILL LAKE INVESTORS LIMITED PARTNERSHIP
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(in thousands, except per unit data)
Three Months Ended Six Months Ended
June 30, June 30,
2004 2003 2004 2003
Revenues:
Rental income $ 7,690 $ 7,681 $15,347 $15,179
Other income 395 367 741 688
Casualty gain (Note C) 31 -- 31 83
Total revenues 8,116 8,048 16,119 15,950
Expenses:
Operating 3,297 3,069 6,724 6,733
General and administrative 156 140 302 319
Depreciation 1,853 1,878 3,691 3,725
Interest 625 693 1,252 1,433
Property taxes 494 474 989 948
Bad debt expense 62 69 110 139
Total expenses 6,487 6,323 13,068 13,297
Income before minority interest 1,629 1,725 3,051 2,653
Distributions to minority interest
partner in excess of investment
(Note D) -- (303) -- (985)
Net income $ 1,629 $ 1,422 $ 3,051 $ 1,668
Net income allocated to general
partners (5%) $ 81 $ 71 $ 152 $ 83
Net income allocated to limited
partners (95%) 1,548 1,351 2,899 1,585
$ 1,629 $ 1,422 $ 3,051 $ 1,668
Net income per limited partnership
unit $ 2,385 $ 2,082 $ 4,467 $ 2,442
Distributions per limited partnership
unit $ -- $ 3,074 $ -- $10,097
See Accompanying Notes to Consolidated Financial Statements
SPRINGHILL LAKE INVESTORS LIMITED PARTNERSHIP
CONSOLIDATED STATEMENT OF CHANGES IN PARTNERS' DEFICIT
(Unaudited)
(in thousands, except unit data)
Limited Investor
Partnership General Limited
Units Partners Partners Total
Original capital contributions 649 $ -- $ 40,563 $ 40,563
Partners' deficit at
December 31, 2003 649 $(2,771) $(44,110) $(46,881)
Net income for the six months
ended June 30, 2004 -- 152 2,899 3,051
Partners' deficit at
June 30, 2004 649 $(2,619) $(41,211) $(43,830)
See Accompanying Notes to Consolidated Financial Statements
SPRINGHILL LAKE INVESTORS LIMITED PARTNERSHIP
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(in thousands)
Six Months Ended
June 30,
2004 2003
Cash flows from operating activities:
Net income $ 3,051 $ 1,668
Adjustments to reconcile net income to net cash provided
by operating activities:
Distributions to minority interest partner in excess of
investment -- 985
Depreciation 3,691 3,725
Casualty gain (31) (83)
Amortization of loan costs 215 221
Bad debt expense, net 110 139
Change in accounts:
Receivables and deposits (1,094) (1,238)
Other assets 545 778
Accounts payable (395) 183
Tenant security deposit liabilities (81) 55
Other liabilities (171) (260)
Net cash provided by operating activities 5,840 6,173
Cash flows from investing activities:
Insurance proceeds received 38 104
Property improvements and replacements (1,528) (1,834)
Net deposits to restricted escrows (15) (17)
Net cash used in investing activities (1,505) (1,747)
Cash flows from financing activities:
Payments on mortgage note payable (1,379) (1,350)
Payments on advances from affiliate -- (156)
Distributions to partners -- (6,750)
Distributions to minority interest partner -- (985)
Loan costs paid (85) (34)
Net cash used in financing activities (1,464) (9,275)
Net increase (decrease) in cash and cash equivalents 2,871 (4,849)
Cash and cash equivalents at beginning of period 5,194 5,559
Cash and cash equivalents at end of period $ 8,065 $ 710
Supplemental disclosure of cash flow information:
Cash paid for interest $ 1,057 $ 1,383
Supplemental disclosure of non-cash information:
Property improvements and replacements included in
accounts payable $ 166 $ 160
At December 31, 2002 approximately $494,000 of property improvements and
replacements were included in accounts payable which are included in property
improvements and replacements during the six months ended June 30, 2003.
See Accompanying Notes to Consolidated Financial Statements
SPRINGHILL LAKE INVESTORS LIMITED PARTNERSHIP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Note A - Basis of Presentation
The accompanying unaudited consolidated financial statements of Springhill Lake
Investors Limited Partnership (the "Partnership" or "Registrant") have been
prepared in accordance with generally accepted accounting principles for interim
financial information and with the instructions to Form 10-Q and Article 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 AIMCO/Springhill Lake Investors GP, LLC
("AIMCO LLC"), all adjustments (consisting of normal recurring accruals)
considered necessary for a fair presentation have been included. Operating
results for the three and six months ended June 30, 2004 are not necessarily
indicative of the results that may be expected for the year ending December 31,
2004. For further information, refer to the consolidated financial statements
and footnotes thereto included in the Partnership'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.
On December 11, 2003, AIMCO Properties, L.P., a Delaware limited partnership,
entered into a Redemption and Contribution Agreement (the "Redemption and
Contribution Agreement") with First Winthrop Corporation, a Delaware corporation
("FWC") and the sole shareholder of Three Winthrop Properties, Inc.
("Winthrop"), the former managing general partner of the Partnership, with
respect to the acquisition of its general partner interest in the Partnership
(the "MGP Interest") by an affiliate of AIMCO Properties, L.P., the operating
partnership of AIMCO.
As of the time of the execution of the Redemption and Contribution Agreement and
until such time as the transfer of the MGP Interest from Winthrop to AIMCO LLC
was effective, NHP Management Company ("NHP"), an affiliate of AIMCO Properties,
L.P., was vested with the authority to, subject to certain limitations, cause
Winthrop to take such actions as it deems necessary and advisable in connection
with the activities of the Partnership. The transfer of the MGP Interest from
Winthrop to AIMCO LLC became effective on March 31, 2004. As used herein, the
term "Managing General Partner" shall mean Winthrop, with respect to matters
occurring prior to March 31, 2004 and AIMCO LLC for matters occurring from and
after March 31, 2004.
The accompanying consolidated financial statements include the accounts of the
Partnership and the operating partnerships. Theodore N. Lerner's ownership in
the operating partnerships has been reflected as a minority interest in the
accompanying consolidated financial statements. All significant interpartnership
accounts and transactions have been eliminated in consolidation.
Reclassifications:
Certain reclassifications have been made to the 2003 balances to conform to the
2004 presentation.
Note B - Transactions with Affiliated Parties
The Partnership has no employees and is dependent on the Managing General
Partner and its affiliates for the management and administration of all
Partnership activities. The Limited Partnership Agreement provides for (i)
certain payments to affiliates for services, (ii) reimbursements of certain
expenses incurred by affiliates on behalf of the Partnership, (iii) an annual
asset management fee of $100,000 and (iv) an annual administration fee of
$10,000.
Affiliates of the Managing General Partner are entitled to receive 3% of
residential rent collections and 5% of commercial income from the Partnership's
property as compensation for providing property management services. The
Partnership paid to such affiliates approximately $479,000 and $469,000 for the
six months ended June 30, 2004 and 2003, respectively, which is included in
operating expenses.
An affiliate of the Managing General Partner charged the Partnership
reimbursement of accountable administrative expenses amounting to approximately
$210,000 and $219,000 for the six months ended June 30, 2004 and 2003,
respectively, which is included in general and administrative expenses.
In accordance with the Partnership Agreement, the Managing General Partner
earned approximately $50,000 in asset management fees and approximately $5,000
in administrative fees for both the six month periods ended June 30, 2004 and
2003. These fees are included in general and administrative expenses.
At December 31, 2002, the Partnership owed advances of approximately $156,000 to
an affiliate of the Managing General Partner. The advance was repaid in January
2003 with interest charged at prime plus 2% which amounted to less than $1,000
for the six months ended June 30, 2003. There were no advances owed at June 30,
2004.
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 and vehicle
liability. The Partnership insures its property above the AIMCO limits through
insurance policies obtained by AIMCO from insurers unaffiliated with the
Managing General Partner. During the six months ended June 30, 2004 and 2003,
the Partnership was charged by AIMCO and its affiliates approximately $180,000
and $273,000, respectively, for insurance coverage and fees associated with
policy claims administration.
Note C - Casualty Gain
During September 2003, Hurricane Isabel caused damages to some of the apartment
buildings at the property. During the six months ended June 30, 2004, all work
was completed to repair the damage and the property recorded a casualty gain of
approximately $31,000. The gain was the result of the receipt of insurance
proceeds of approximately $38,000 offset by approximately $7,000 of
undepreciated damaged assets being written off.
During March 2002, a fire occurred at Springhill Lake Apartments which resulted
in damage to eleven units at the property. During the six months ended June 30,
2003, all work was completed to repair the damage and the property recorded a
casualty gain of approximately $83,000. The gain was the result of the receipt
of insurance proceeds of approximately $104,000 offset by approximately $21,000
of undepreciated damaged assets being written off.
Note D - Minority Interest
The limited partnership interest of Theodore N. Lerner in the operating
partnerships is reflected as a minority interest in the accompanying
consolidated financial statements. Minority interest in net earnings of the
operating partnerships recorded by the Partnership totaled approximately zero
for the six months ended June 30, 2004 and 2003. During the six months ended
June 30, 2004 and 2003, the Partnership did not recognize any minority interest
in net earnings of the operating partnerships as previous distributions to the
minority partner during 2002 reduced the minority interest partner's interest
balance to zero. For the six months ended June 30, 2003, distributions to the
minority interest partner of approximately $985,000 were made in excess of the
minority partner's investment in the operating partnerships. When the operating
partnerships make distributions in excess of the minority partner's investment
balance, the Partnership, as the majority partner, records a charge equal to the
minority partner's excess distribution over the investment balance. The charge
is classified as distributions to the minority interest partner in excess of
investment on the accompanying consolidated statements of operations. Cumulative
distributions to the minority partner in excess of investment totaled
approximately $2,083,000 at June 30, 2004. No income is allocated to the
minority partner until all previous losses recognized by the majority partner
are recovered. For the six months ended June 30, 2004 and 2003, approximately
$578,000 and $527,000, respectively, in earnings were allocated to the majority
partner to recover previous losses recognized. Earnings will continue to be
allocated to the majority partner to recover previous losses recognized until
such time as the net amount of approximately $438,000 at June 30, 2004 is
recovered.
Note E - Subsequent Event
On July 22, 2004, the Partnership refinanced the mortgage encumbering Springhill
Lake Apartments. The new mortgage of $113,500,000 replaced existing mortgage
indebtedness of approximately $109,007,000. The new mortgage bears interest at a
variable rate and has a balloon payment of $113,500,000 due on August 1, 2011.
The interest rate on the variable rate loan is the Fannie Mae discounted
mortgage-backed security index plus 65 basis points. The rate was 1.25% at July
22, 2004. After repayment of the existing mortgage, payment of closing costs,
and funding of a $675,000 repair escrow account and operating reserves, the
Partnership received net proceeds of approximately $3,969,000. The Partnership
also received a refund of approximately $7,085,000 relating to the repair escrow
required by the previous lender. Total capitalized loan costs associated with
this refinancing were approximately $85,000 during the six months ended June 30,
2004 with approximately $437,000 of additional loan costs incurred at closing.
The Partnership expects to recognize a loss on the early extinguishment of debt
of approximately $1,377,000 due to the write off of unamortized loan costs
during the period ending September 30, 2004.
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 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
taken as a whole. Similarly, the Managing General Partner does not believe that
the ultimate outcome will have a material adverse effect on the Partnership's
financial condition or results of operations taken as a whole.
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.
As previously disclosed, the Central Regional Office of the United States
Securities and Exchange Commission is conducting an investigation relating to
certain matters. 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, and
capitalization of expenses and payroll. AIMCO is cooperating fully. AIMCO does
not believe that the ultimate outcome will have a material adverse effect on its
consolidated financial condition or results of operations taken as a whole.
Similarly, the Managing General Partner does not believe that the ultimate
outcome will have a material adverse effect on the Partnership's consolidated
financial condition or results of operations taken as a whole.
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
Registrant and interpretations of those regulations; the competitive environment
in which the Registrant 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 Registrant's financial
statements and the notes thereto, as well as the risk factors described in the
documents the Registrant files from time to time with the Securities and
Exchange Commission.
The Partnership's sole asset is a 2,899 unit apartment complex, which consists
of apartment and townhouse units and a four-store shopping center, known as
Springhill Lake Apartments located in Greenbelt, Maryland. Average occupancy for
each of the six months ended June 30, 2004 and 2003 was 95%.
The Partnership's financial results are dependent 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 which are
outside the control of the Partnership such as the local economic climate and
weather can adversely or positively impact the Partnership's financial results.
Results of Operations
The Partnership's net income for the six months ended June 30, 2004 was
approximately $3,051,000 compared to approximately $1,668,000 for the
corresponding period in 2003. Income before minority interest for the six months
ended June 30, 2004 was approximately $3,051,000 compared to approximately
$2,653,000 for the corresponding period in 2003. The increase in income before
minority interest for the six months ended June 30, 2004 is primarily due to a
decrease in total expenses and an increase in total revenues. The increase in
total revenues is due to an increase in rental and other income partially offset
by a decrease in casualty gain. Rental income increased due to a slight increase
in the average rental rate at the Partnership's investment property. Other
income increased due to an increase in reimbursements for legal costs charged to
tenants and lease cancellation fees at Springhill Lake Apartments.
During September 2003, Hurricane Isabel caused damages to some of the apartment
buildings at the property. During the six months ended June 30, 2004, all work
was completed to repair the damage and the property recorded a casualty gain of
approximately $31,000. The gain was the result of the receipt of insurance
proceeds of approximately $38,000 offset by approximately $7,000 of
undepreciated damaged assets being written off.
During March 2002, a fire occurred at Springhill Lake Apartments which resulted
in damage to eleven units at the property. During the six months ended June 30,
2003, all work was completed to repair the damage and the property recorded a
casualty gain of approximately $83,000. The gain was the result of the receipt
of insurance proceeds of approximately $104,000 offset by approximately $21,000
of undepreciated damaged assets being written off.
Total expenses for the six months ended June 30, 2004 decreased due to decreases
in general and administrative, depreciation, bad debt and interest expenses
offset slightly by an increase in property tax expense. Operating expense
remained relatively constant between the comparable periods. General and
administrative expenses decreased due to a decrease in accountable
reimbursements charged to the Partnership by an affiliate of the Managing
General Partner in accordance with the Partnership Agreement. Depreciation
expense decreased due to certain property improvements and replacements becoming
fully depreciated during the past twelve months which more than offset
depreciation on new improvements and replacements. Bad debt expense decreased
due to increased collections from evicted tenants. Interest expense decreased
due to the payment of scheduled principal payments on the mortgage encumbering
the Partnership's investment property, which has reduced the average outstanding
balance over the past twelve months. Property tax expense increased due to an
increased tax rate by the local taxing authority.
The Partnership's net income for the three months ended June 30, 2004 was
approximately $1,629,000 compared to approximately $1,422,000 for the
corresponding period in 2003. Income before minority interest for the three
months ended June 30, 2004 was approximately $1,629,000 compared to
approximately $1,725,000 for the corresponding period in 2003. The decrease in
income before minority interest for the three months ended June 30, 2004 is
primarily due to an increase in total expenses partially offset by an increase
in total revenues. The increase in total revenues for the three months ended
June 30, 2004 is due to an increase in rental and other income and a casualty
gain, all as discussed above, for the six months ended June 30, 2004.
Total expenses for the three months ended June 30, 2004 increased due to an
increase in operating, general and administrative and property tax expenses
partially offset by decreases in depreciation, interest and bad debt expenses.
Operating expense increased due to an increase in utilities, especially natural
gas, and salaries and related employee benefits. General and administrative
expense increased due to an increase in accountable reimbursements charged to
the Partnership by an affiliate of the Managing General Partner in accordance
with the Partnership Agreement. The increase in property tax expense and the
decrease in depreciation, interest and bad debt expenses are the same, as
discussed above, for the six months ended June 30, 2004.
Included in general and administrative expenses are reimbursements to the
Managing General Partner as allowed under the Partnership Agreement associated
with its management of the Partnership. Costs associated with the quarterly and
annual communications with investors and regulatory agencies and the annual
audit required by the Partnership Agreement are also included in general and
administrative expenses.
The limited partnership interest of Theodore N. Lerner in the operating
partnerships is reflected as a minority interest in the accompanying
consolidated financial statements. Minority interest in net earnings of the
operating partnerships recorded by the Partnership totaled approximately zero
for the six months ended June 30, 2004 and 2003. During the six months ended
June 30, 2004 and 2003, the Partnership did not recognize any minority interest
in net earnings of the operating partnerships as previous distributions to the
minority partner during 2002 reduced the minority interest partner's interest
balance to zero. For the six months ended June 30, 2003, distributions to the
minority interest partner of approximately $985,000 were made in excess of the
minority partner's investment in the operating partnerships. When the operating
partnerships make distributions in excess of the minority partner's investment
balance, the Partnership, as the majority partner, records a charge equal to the
minority partner's excess distribution over the investment balance. The charge
is classified as distributions to the minority interest partner in excess of
investment on the accompanying consolidated statements of operations. Cumulative
distributions to the minority partner in excess of investment totaled
approximately $2,083,000 at June 30, 2004. No income is allocated to the
minority partner until all previous losses recognized by the majority partner
are recovered. For the six months ended June 30, 2004 and 2003, approximately
$578,000 and $527,000, respectively, in earnings were allocated to the majority
partner to recover previous losses recognized. Earnings will continue to be
allocated to the majority partner to recover previous losses recognized until
such time as the net amount of approximately $438,000 at June 30, 2004 is
recovered.
Liquidity and Capital Resources
At June 30, 2004, the Partnership had cash and cash equivalents of approximately
$8,065,000 as compared to approximately $710,000 at June 30, 2003. Cash and cash
equivalents increased approximately $2,871,000 from December 31, 2003 due to
approximately $5,840,000 of cash provided by operating activities partially
offset by approximately $1,505,000 and $1,464,000 of cash used in investing and
financing activities, respectively. Cash used in investing activities consisted
of property improvements and replacements and, to a lesser extent, net deposits
to restricted escrows partially offset by the receipt of insurance proceeds.
Cash used in financing activities consisted of principal payments made on the
mortgage encumbering the property and loan costs paid for the July refinancing
of the mortgage. The Partnership invests its working capital reserves in
interest bearing accounts.
The Partnership has invested as a general partner in the operating partnerships,
and as such, receives distributions of cash flow from the operating partnerships
and is responsible for expenditures consisting of (i) interest payable on the
mortgage loan and (ii) fees payable to affiliates of the Managing General
Partner. The Managing General Partner believes that funds distributed by the
operating partnerships to the Partnership will be sufficient to pay such
expenditures.
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. 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 Partnership expects that it will incur
higher expenses related to compliance, including increased legal and audit fees.
Capital improvements planned for the Partnership's property are detailed below.
During the six months ended June 30, 2004, the Partnership completed
approximately $1,694,000 of capital improvements at Springhill Lake Apartments
consisting primarily of structural improvements, appliances, water and sewer
upgrades, roof and floor covering replacements and air conditioning upgrades.
Approximately $28,000 of these additions were related to a September 2003
casualty mentioned above. These improvements were funded from operations and
insurance proceeds. The Partnership evaluates the capital improvement needs of
the property during the year and currently expects to complete an additional
$1,131,000 in capital improvements during the remainder of 2004. In connection
with the November 2002 refinancing of the mortgage encumbering the property an
escrow account was created to fund required repairs and improvements. At June
30, 2004, there was approximately $7,085,000 in the escrow account. This escrow
account was returned to the Partnership subsequent to June 30, 2004 in
connection with the July 2004 refinancing of the Partnership's existing
mortgage, see discussion below. Additional improvements may be considered and
will depend on the physical condition of the property as well as anticipated
cash flow generated by the property.
The additional capital expenditures will be incurred only if cash is available
from operations or from Partnership reserves. To the extent that such budgeted
capital improvements are completed, the Partnership's distributable cash flow,
if any, may be adversely affected at least in the short term.
The Partnership's assets are thought to be sufficient for any near term needs
(exclusive of capital improvements) of the Partnership. The mortgage
indebtedness existing at June 30, 2004 of approximately $109,007,000, which had
a maturity date of September 2007, was refinanced on July 22, 2004. The new
mortgage of $113,500,000 replaced existing mortgage indebtedness of
approximately $109,007,000. The new mortgage bears interest at a variable rate
and has a balloon payment of $113,500,000 due on August 1, 2011. The interest
rate on the variable rate loan is the Fannie Mae discounted mortgage-backed
security index plus 65 basis points. The rate was 1.25% at July 22, 2004. After
repayment of the existing mortgage, payment of closing costs, and funding of a
$675,000 repair escrow account and operating reserves, the Partnership received
net proceeds of approximately $3,969,000. The Partnership also received a refund
of approximately $7,085,000 relating to the repair escrow required by the
previous lender. Total capitalized loan costs associated with this refinancing
were approximately $85,000 during the six months ended June 30, 2004 with
approximately $437,000 of additional loan costs incurred at closing. The
Partnership expects to recognize a loss on the early extinguishment of debt of
approximately $1,377,000 due to the write off of unamortized loan costs during
the period ending September 30, 2004.
The Partnership distributed the following amounts during the six months ended
June 30, 2004 and 2003 (in thousands, except per unit data):
Per Limited Per Limited
Six Months Ended Partnership Six Months Ended Partnership
June 30, 2004 Unit June 30, 2003 Unit
Refinancing $ -- $ -- $ 2,818 $ 4,342
Operations -- -- 3,932 5,755
$ -- $ -- $ 6,750 $10,097
Subsequent to June 30, 2004, the Partnership distributed from operations
approximately $5,100,000 or $7,465.00 per limited partnership unit. In addition,
a distribution of approximately $9,599,000 or $14,647.00 per limited partnership
unit from refinancing proceeds was paid subsequent to June 30, 2004.
Future cash distributions will depend on the levels of net cash generated from
operations, the availability of cash reserves, 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. There can be no assurance that
the Partnership will generate sufficient funds from operations after required
capital improvement expenditures to permit any additional distributions to its
partners during 2004 or subsequent periods.
Other
AIMCO and its affiliates owned 521.65 limited partnership units (the "Units") in
the Partnership representing 80.38% of the outstanding Units at June 30, 2004. A
number of these Units were acquired pursuant to tender offers made by AIMCO or
its affiliates. It is possible that AIMCO or its affiliates will acquire
additional Units in exchange for cash or a combination of cash and units in
AIMCO Properties, L.P., the operating partnership of AIMCO, either through
private purchases or tender offers. Pursuant to the Partnership Agreement,
unitholders holding a majority of the Units are entitled to take action with
respect to a variety of matters that include, but are not limited to, voting on
certain amendments to the Partnership Agreement and voting to remove the
Managing General Partner. As a result of its ownership of 80.38% of the
outstanding Units, AIMCO and its affiliates are in a position to control all
voting decisions with respect to the Partnership. Although the Managing General
Partner owes fiduciary duties to the limited partners of the Partnership, the
Managing General Partner also owes fiduciary duties to AIMCO as its sole
stockholder. As a result, the duties of the Managing General Partner, as
managing general partner, to the Partnership and its limited partners may come
into conflict with the duties of the Managing General Partner to AIMCO, as its
sole stockholder.
Critical Accounting Policies and Estimates
The consolidated 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 Assets
The Partnership's investment property is recorded at cost, less accumulated
depreciation, unless considered impaired. If events or circumstances indicate
that the carrying amount of the property may be impaired, the Partnership 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 Partnership 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
Partnership's investment property. 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 impairment of the Partnership's
asset.
Revenue Recognition
The Partnership generally leases apartment units for twelve-month terms or less.
Commercial building lease terms are generally for terms of 3 to 10 years or
month to month. The Partnership recognizes income attributable to leases monthly
as it is earned. 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. The Partnership 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.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Partnership 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 Partnership's cash and cash equivalents as well as interest paid on its
indebtedness. As a policy, the Partnership does not engage in speculative or
leveraged transactions, nor does it hold or issue financial instruments for
trading purposes. The Partnership is exposed to changes in interest rates
primarily as a result of its borrowing activities used to maintain liquidity and
fund business operations. The debt encumbering the property bears interest at a
variable rate. Based on interest rates at June 30, 2004, a 100 basis point
increase or decrease in market interest rates would affect net income by
approximately $1.1 million.
The following table summarizes the Partnership's debt obligations at June 30,
2004. Management believes that the fair value of the Partnership's debt
approximates its carrying value as of June 30, 2004.
Principal amount by expected maturity:
Long Term Debt
Variable Rate Debt Average Interest Rate
(in thousands)
2004 $ 1,385 (1)
2005 2,829 (1)
2006 2,891 (1)
2007 101,902 (1)
Total $109,007
(1) Adjustable rate based on Fannie Mae discounted mortgage-backed security
index ("DMBS") plus 85 basis points. The rate was 2.11% at June 30, 2004
and resets monthly. The loan was refinanced in July 2004 with the new loan
maturity in August 2011.
ITEM 4. CONTROLS AND PROCEDURES
(a) Disclosure Controls and Procedures. The Partnership's management, with the
participation of the principal executive officer and principal financial officer
of the Managing General Partner, who are the equivalent of the Partnership's
principal executive officer and principal financial officer, respectively, has
evaluated the effectiveness of the Partnership's disclosure controls and
procedures (as 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) Internal Control Over Financial Reporting. There have not been any 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
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 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
taken as a whole. Similarly, the Managing General Partner does not believe that
the ultimate outcome will have a material adverse effect on the Partnership's
financial condition or results of operations taken as a whole.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
On February 3, 2004, the Partnership advised and sought the consent of its
limited partners to the replacement of Three Winthrop Properties, Inc., as the
general partner of the Partnership with AIMCO/Springhill Lake Investors GP, LLC,
a Delaware limited liability company ("AIMCO GP"). In order to effect such
substitution, the consent of limited partners holding a majority of the Units
was required. Due to the fact that affiliates of AIMCO GP held more than a
majority of the Units, AIMCO GP agreed not the consummate the replacement if
Limited Partners holding a majority of the Units held by Limited Partners who
are not affiliates of the AIMCO GP objected in writing to the replacement. At
the close of business on February 23, 2004, the requisite percentage of limited
partners had not objected to the proposed transaction. Accordingly, the
replacement of Three Winthrop Properties, Inc., by AIMCO GP as the managing
general partner of the Partnership, was effected on June 30, 2004. As indicated
above, an affiliate of the AIMCO GP has effectively had the right to control the
day to day operations of the Partnership since October 1998. Accordingly, the
replacement is not expected to have a material effect on the operations of the
Partnership.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
a) Exhibits:
See Exhibit Index attached.
b) Reports on Form 8-K filed during the quarter ended June 30,
2004:
Current Report on Form 8-K dated March 29, 2004 and filed on
May 21, 2004 disclosing an agreement in principle with
Linnaeus-Lexington Associates Limited Partnership ("Linnaeus")
for the transfer of the general partnership interest owned by
Linnaeus by AIMCO Properties, L.P.
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.
SPRINGHILL LAKE INVESTORS LIMITED PARTNERSHIP
By: AIMCO/Springhill Lake Investors GP,LLC
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: August 13, 2004
Index to Exhibits
Exhibit No. Document
3.4 Amended and Restated Limited Partnership Agreement and
Certificate of Amendment of Springhill Lake Investors
Limited Partnership(1)
3.4 (a) Amendment to Amended and Restated Limited Partnership
Agreement of Springhill Lake Investors Limited
Partnership dated August 23, 1995 (3)
10 (a) Amended and Restated Limited Partnership Agreement and
Certificate of Amendment of First Springhill Lake Limited
Partnership (Partnership Agreements of Second - Ninth
Springhill Lake Limited Partnerships are substantially
identical)(1)
(j) Consolidated, Amended and Restated Multifamily Note dated
November 1, 2002 between Springhill Lake Investors Limited
Partnership and GMAC Commercial Mortgage Corporation (2)
(k) Guaranty dated November 1, 2002 by AIMCO Properties, L.P., for
the benefit of GMAC Commercial Mortgage Corporation (2)
(l) Consolidated, Amended and Restated Payment Guaranty dated
November 1, 2002 by the Operating Partnerships (2)
(m) Completion/Repair and Security Agreement dated November 1,
2002 between the Operating Partnerships and GMAC Commercial
Mortgage Corporation (2)
(n) Replacement Reserve and Security Agreement dated November 1,
2002 between the Operating Partnerships and GMAC Commercial
Mortgage Corporation (2)
(o) Promissory Note dated November 1, 2002 between Springhill Lake
Investors Limited Partnership and the Operating Partnerships
(2)
(p) Maryland Amended and Restated Multifamily Note dated July 22,
2004 between Springhill Lake Investors Limited Partnership and
GMAC Commercial Mortgage Corporation (4)
(q) Amended and Restated Limited Guaranty dated July 22, 2004 by
AIMCO Properties, L.P., for the benefit of GMAC Commercial
Mortgage Corporation (4)
(r) Amended and Restated Payment Guaranty dated July 22, 2004 by
the Operating Partnerships (4)
(s) Repair Escrow Agreement dated July 22, 2004 between the
Springhill Lake Investors Limited Partnership and the
Operating Partnerships and GMAC Commercial Mortgage
Corporation (4)
(t) Replacement Reserve Agreement dated July 22, 2004 between the
Springhill Lake Investors Limited Partnership and the
Operating Partnerships and GMAC Commercial Mortgage
Corporation (4)
(u) Maryland Amended and Restated Promissory Note dated July 22,
2004 between Springhill Lake Investors Limited Partnership and
the Operating Partnerships (4)
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.
(1) Incorporated herein by reference to the Registrant's
Registration Statement on Form 10 dated April 30, 1986,
as thereafter amended.
(2) Incorporated herein by reference to the Registrant's Current
Report on Form 8-K dated November 14, 2002, as filed November
29, 2002.
(3) Incorporated herein by reference to the Registrant's
Current Report on Form 8-K dated August 23, 1995, as
filed September 5, 1995.
(4) Incorporated herein by reference to the Registrant's Current
Report on Form 8-K dated July 22, 2004, as filed August 04,
2004.
Exhibit 31.1
CERTIFICATION
I, Martha L. Long, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Springhill Lake
Investors Limited Partnership;
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 registrant as of, and for, the periods presented in this report;
4. The registrant'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 registrant
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
registrant, 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 registrant'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 registrant's internal
control over financial reporting that occurred during the
registrant's most recent fiscal quarter (the registrant's fourth
fiscal quarter in the case of an annual report) that has materially
affected, or is reasonably likely to materially affect, the
registrant's internal control over financial reporting; and
5. The registrant's other certifying officer(s) and I have disclosed, based
on our most recent evaluation of internal control over financial
reporting, to the registrant's auditors and the audit committee of the
registrant'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 registrant'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 registrant's
internal control over financial reporting.
Date: August 13, 2004
/s/Martha L. Long
Martha L. Long
Senior Vice President of
AIMCO/Springhill Lake Investors GP,
LLC, equivalent of the chief executive
officer of the Partnership
Exhibit 31.2
CERTIFICATION
I, Stephen B. Waters, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Springhill Lake
Investors Limited Partnership;
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 registrant as of, and for, the periods presented in this report;
4. The registrant'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 registrant
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
registrant, 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 registrant'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 registrant's internal
control over financial reporting that occurred during the
registrant's most recent fiscal quarter (the registrant's fourth
fiscal quarter in the case of an annual report) that has materially
affected, or is reasonably likely to materially affect, the
registrant's internal control over financial reporting; and
5. The registrant's other certifying officer(s) and I have disclosed, based
on our most recent evaluation of internal control over financial
reporting, to the registrant's auditors and the audit committee of the
registrant'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 registrant'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 registrant's
internal control over financial reporting.
Date: August 13, 2004
/s/Stephen B. Waters
Stephen B. Waters
Vice President of AIMCO/Springhill Lake
Investors GP, LLC, equivalent of the chief
financial officer of the Partnership
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 Springhill Lake
Investors Limited Partnership (the "Partnership"), for the quarterly period
ended June 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 Partnership, and Stephen B. Waters, as the equivalent
of the Chief Financial Officer of the Partnership, 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 Partnership.
/s/Martha L. Long
Name: Martha L. Long
Date: August 13, 2004
/s/Stephen B. Waters
Name: Stephen B. Waters
Date: August 13, 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 Partnership for
purposes of Section 18 of the Securities Exchange Act of 1934, as amended.