Attached files
file | filename |
---|---|
EXCEL - IDEA: XBRL DOCUMENT - REAL ESTATE ASSOCIATES LTD II | Financial_Report.xls |
EX-31.1 - EXHIBIT 31.1 - REAL ESTATE ASSOCIATES LTD II | real2911_ex311.htm |
EX-32.1 - EXHIBIT 32.1 - REAL ESTATE ASSOCIATES LTD II | real2911_ex321.htm |
EX-31.2 - EXHIBIT 31.2 - REAL ESTATE ASSOCIATES LTD II | real2911_ex312.htm |
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, 2011 |
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the transition period from __________ to __________ |
|
Commission file number 0-09782 |
|
REAL ESTATE ASSOCIATES LIMITED II |
(Exact name of registrant as specified in its charter) |
95-3547609 | |
(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
(Registrants telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. [X] Yes [ ] No
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). [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
REAL ESTATE ASSOCIATES LIMITED II
BALANCE SHEETS
(Unaudited)
(in thousands)
| September 30, | December 31, |
| 2011 | 2010 |
ASSETS |
|
|
|
|
|
Cash and cash equivalents | $ 1,185 | $ 632 |
Investments in Local Limited Partnerships | -- | -- |
Other receivables | 38 | -- |
Total assets | $ 1,223 | $ 632 |
|
|
|
LIABILITIES AND PARTNERS' (DEFICIENCY) CAPITAL |
|
|
|
|
|
Liabilities: |
|
|
Accounts payable and accrued expenses | $ 22 | $ 22 |
|
|
|
Contingencies | -- | -- |
|
|
|
Partners' (deficiency) capital: |
|
|
General partners | (157) | (163) |
Limited partners | 1,358 | 773 |
Total partners (deficiency) capital | 1,201 | 610 |
Total liabilities and partners (deficiency) |
|
|
capital | $ 1,223 | $ 632 |
See Accompanying Notes to Financial Statements
REAL ESTATE ASSOCIATES LIMITED II
STATEMENTS OF OPERATIONS
(Unaudited)
(in thousands, except per interest data)
| Three Months Ended | Nine Months Ended | ||
| September 30, | September 30, | ||
| 2011 | 2010 | 2011 | 2010 |
|
|
|
|
|
Revenues: | $ -- | $ -- | $ -- | $ -- |
|
|
|
|
|
Operating expenses: |
|
|
|
|
Management fees Corporate General |
|
|
|
|
Partner | 10 | 15 | 29 | 45 |
Administrative | 2 | 4 | 8 | 9 |
Legal and accounting | 15 | 17 | 39 | 48 |
Total operating expenses | 27 | 36 | 76 | 102 |
|
|
|
|
|
Loss from partnership operations | (27) | (36) | (76) | (102) |
Gain on sale of interests in Local Limited |
|
|
|
|
Partnerships | 650 | -- | 650 | 2,600 |
Distributions in excess of investment |
|
|
|
|
in Local Limited Partnerships | 7 | 7 | 17 | 26 |
|
|
|
|
|
Net income (loss) | $ 630 | $ (29) | $ 591 | $ 2,524 |
|
|
|
|
|
Net income (loss) allocated to general |
|
|
|
|
partners (1%) | $ 6 | $ -- | $ 6 | $ 25 |
Net income (loss) allocated to limited |
|
|
|
|
partners (99%) | $ 624 | $ (29) | $ 585 | $ 2,499 |
|
|
|
|
|
Net income (loss) per limited partnership |
|
|
|
|
interest | $ 58.77 | $ (2.73) | $ 55.10 | $235.18 |
|
|
|
|
|
Distribution per limited partnership |
|
|
|
|
interest | $ -- | $ -- | $ -- | $282.33 |
See Accompanying Notes to Financial Statements
REAL ESTATE ASSOCIATES LIMITED II
STATEMENT OF CHANGES IN PARTNERS' (DEFICIENCY) CAPITAL
(Unaudited)
(in thousands)
| General | Limited |
|
| Partners | Partners | Total |
|
|
|
|
Partners' (deficiency) capital |
|
|
|
at December 31, 2010 | $ (163) | $ 773 | $ 610 |
|
|
|
|
Net income for the nine months |
|
|
|
ended September 30, 2011 | 6 | 585 | 591 |
|
|
|
|
Partners' (deficiency) capital |
|
|
|
at September 30, 2011 | $ (157) | $ 1,358 | $ 1,201 |
See Accompanying Notes to Financial Statements
REAL ESTATE ASSOCIATES LIMITED II
STATEMENTS OF CASH FLOWS
(Unaudited)
(in thousands)
| Nine Months Ended | |
| September 30, | |
| 2011 | 2010 |
Cash flows from operating activities: |
|
|
Net income | $ 591 | $ 2,524 |
Adjustments to reconcile net income to net cash used in |
|
|
operating activities: |
|
|
Gain on sale of interests in Local Limited Partnerships | (650) | (2,600) |
Changes in accounts: |
|
|
Other receivables | (31) | 5 |
Accounts payable and accrued expenses | -- | (6) |
Net cash used in operating activities | (90) | (77) |
|
|
|
Cash flows from investing activities: |
|
|
Proceeds from sale of interests in Local Limited |
|
|
Partnerships | 650 | 2,600 |
Advances to Local Limited Partnership | (7) | (6) |
Repayment of advances to Local Limited Partnership | -- | 10 |
Net cash provided byinvesting activities | 643 | 2,604 |
|
|
|
Cash flows used in financing activities: |
|
|
Distribution to limited partners | -- | (3,000) |
|
|
|
Net increase (decrease) in cash and cash equivalents | 553 | (473) |
Cash and cash equivalents, beginning of period | 632 | 1,034 |
|
|
|
Cash and cash equivalents, end of period | $ 1,185 | $ 561 |
See Accompanying Notes to Financial Statements
REAL ESTATE ASSOCIATES LIMITED II
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
Note 1 - Organization And Summary Of Significant Accounting Policies
General
The information contained in the following notes to the unaudited financial statements is condensed from that which would appear in the annual audited financial statements; accordingly, the financial statements included herein should be reviewed in conjunction with the financial statements and related notes thereto contained in the annual report for the fiscal year ended December 31, 2010 prepared by Real Estate Associates Limited II (the "Partnership"). Accounting measurements at interim dates inherently involve greater reliance on estimates than at year end. The results of operations for the interim period presented are not necessarily indicative of the results for the entire year.
In the opinion of the Partnerships management, the accompanying unaudited financial statements contain all adjustments (consisting primarily of normal recurring items) necessary to present fairly the financial position as of September 30, 2011 and the results of operations and changes in cash flows for the nine months ended September 30, 2011 and 2010, respectively.
The balance sheet at December 31, 2010 has been derived from the audited financial statements at that date but does not include all of the information and disclosures required by generally accepted accounting principles for complete financial statements.
The general partners share a one percent interest in profits and losses of the Partnership. The limited partners share the remaining 99 percent interest which is allocated in proportion to their respective individual investments. The general partners of the Partnership are National Partnership Investments Corp. (the "Corporate General Partner" or "NAPICO") and National Partnership Investment Associates. The Corporate General Partner is a subsidiary of Apartment Investment and Management Company (Aimco), a publicly traded real estate investment trust.
At both September 30, 2011 and December 31, 2010, there were 10,618 limited partnership interests outstanding.
Basis of Presentation
The accompanying unaudited financial statements have been prepared in conformity with accounting principles generally accepted in the United States.
The Partnerships management evaluated subsequent events through the time this Quarterly Report on Form 10-Q was filed.
Method of Accounting for Investments in Local Limited Partnerships
The investments in local limited partnerships (the Local Limited Partnerships) are accounted for using the equity method.
Net Income (Loss) and Distribution Per Limited Partnership Interest
Net income (loss) per limited partnership interest was computed by dividing the limited partners share of net income (loss) by the number of limited partnership interests outstanding at the beginning of the year. Distribution per limited partnership interest for the nine months ended September 30, 2010 was computed by dividing the limited partners distribution by the number of limited partnership interests outstanding at the beginning of the year. The number of limited partnership interests used was 10,618 and 10,626 for the three and nine months ended September 30, 2011 and 2010, respectively.
Variable Interest Entities
The Partnership consolidates any variable interest entities in which the Partnership holds a variable interest and is the primary beneficiary. Generally, a variable interest entity, or VIE, is an entity with one or more of the following characteristics: (a) the total equity investment at risk is not sufficient to permit the entity to finance its activities without additional subordinated financial support; (b) as a group the holders of the equity investment at risk lack (i) the ability to make decisions about an entitys activities through voting or similar rights, (ii) the obligation to absorb the expected losses of the entity, or (iii) the right to receive the expected residual returns of the entity; or (c) the equity investors have voting rights that are not proportional to their economic interests and substantially all of the entitys activities either involve, or are conducted on behalf of, an investor that has disproportionately few voting rights. The primary beneficiary of a VIE is generally the entity that has (a) the power to direct the activities of the VIE that most significantly impact the VIEs economic performance, and (b) the obligation to absorb losses or the right to receive benefits that could potentially be significant to the VIE.
In determining whether it is the primary beneficiary of a VIE, the Partnership considers qualitative and quantitative factors, including, but not limited to: which activities most significantly impact the VIEs economic performance and which party controls such activities; the amount and characteristics of the Partnerships investment; the obligation or likelihood for the Partnership or other investors to provide financial support; and the similarity with and significance to the business activities of the Partnership and the other investors. Significant judgments related to these determinations include estimates about the current and future fair values and performance of real estate held by these VIEs and general market conditions.
At September 30, 2011 and December 31, 2010, the Partnership holds variable interests in seven and eight VIEs, respectively, for which the Partnership is not the primary beneficiary. The Partnership has concluded, based on its qualitative consideration of the partnership agreement, the partnership structure and the role of the general partner in each of the Local Limited Partnerships, that the general partner of each of the Local Limited Partnerships is the primary beneficiary of the respective Local Limited Partnership. In making this determination, the Partnership considered the following factors:
· the general partners conduct and manage the business of the Local Limited Partnerships;
· the general partners have the responsibility for and sole discretion over selecting a property management agent for the Local Limited Partnerships underlying real estate properties;
· the general partners are responsible for approving operating and capital budgets for the properties owned by the Local Limited Partnerships;
· the general partners are obligated to fund any recourse obligations of the Local Limited Partnerships;
· the general partners are authorized to borrow funds on behalf of the Local Limited Partnerships; and
· the Partnership, as a limited partner in each of the Local Limited Partnerships, does not have the ability to direct or otherwise significantly influence the activities of the Local Limited Partnerships that most significantly impact such entities economic performance.
The seven VIEs at September 30, 2011 consist of Local Limited Partnerships that are directly engaged in the ownership and management of seven apartment properties with a total of 286 units. The Partnership is involved with those VIEs as a non-controlling limited partner equity holder. The Partnerships maximum exposure to loss as a result of its involvement with the unconsolidated VIEs is limited to the Partnerships recorded investments in and receivables from these VIEs, which were approximately $7,000 and zero at September 30, 2011 and December 31, 2010, respectively. The Partnership may be subject to additional losses to the extent of any financial support that the Partnership voluntarily provides in the future.
Note 2 - Investments in and Advances to Local Limited Partnerships
As of September 30, 2011 and December 31, 2010, the Partnership holds limited partnership interests in seven and eight Local Limited Partnerships, respectively. As of September 30, 2011, the Local Limited Partnerships own residential low income rental projects consisting of 286 apartment units. The mortgage loans of these projects are payable to or insured by various governmental agencies.
The Partnership, as a limited partner, does not have a contractual relationship with the Local Limited Partnerships or exercise control over the activities and operations, including refinancing or selling decisions, of the Local Limited Partnerships that would require or allow for consolidation. Accordingly, the Partnership accounts for its investments in the Local Limited Partnerships using the equity method. The Partnership is allocated profits and losses of the Local Limited Partnerships based upon its respective ownership percentage (between 95% and 99%). Distributions of surplus cash from operations from most of the Local Limited Partnerships are restricted by the Local Limited Partnerships Regulatory Agreements with the United States Department of Housing and Urban Development (HUD) and/or are restricted by the terms of the mortgages encumbering the Projects. These restrictions limit the distribution to a portion, generally less than 10%, of the initial invested capital. The excess surplus cash is deposited into a residual receipts reserve, of which the ultimate realization by the Partnership is uncertain as HUD frequently retains it upon sale or dissolution of the Local Limited Partnership. The Partnership is allocated profits and losses and receives distributions from refinancings and sales in accordance with the Local Limited Partnerships partnership agreements. These agreements usually limit the Partnerships distributions to an amount substantially less than its ownership percentage in the Local Limited Partnership.
The individual investments are carried at cost plus the Partnerships share of the Local Limited Partnerships profits less the Partnerships share of the Local Limited Partnerships losses, distributions and impairment charges. The Partnership is not legally liable for the obligations of the Local Limited Partnerships and is not otherwise committed to provide additional support to them. Therefore, it does not recognize losses once its investment in each of the Local Limited Partnerships reaches zero. Distributions from the Local Limited Partnerships are accounted for as a reduction of the investment balance until the investment balance is reduced to zero. When the investment balance has been reduced to zero, subsequent distributions received are recognized as income in the accompanying unaudited statements of operations. Operating distributions from the Local Limited Partnerships in which the Partnerships investment in the Local Limited Partnerships has been reduced to zero were approximately $17,000 and $26,000 for the nine months ended September 30, 2011 and 2010, respectively.
At times, advances are made to the Local Limited Partnerships. Advances made by the Partnership to the individual Local Limited Partnerships are considered part of the Partnerships investment in limited partnerships. Advances made to Local Limited Partnerships for which the investment has been reduced to zero are charged to expense. During the nine months ended September 30, 2011 and 2010, the Partnership advanced approximately $7,000 and $6,000, respectively, to one Local Limited Partnership, Branford Development Associates, to fund tax payments, which is included in other receivables. These advances were not expensed as the Partnership expects to receive repayment. The advance made during the nine months ended September 30, 2010 was repaid to the Partnership during the three and nine months ended September 30, 2010. Subsequent to September 30, 2011, the Partnership received repayment of the advance made during 2011. While not obligated to make advances to any of the Local Limited Partnerships, the Partnership made these advances in order to protect its economic investment in the Local Limited Partnership.
For those investments where the Partnership has determined that the carrying value of its investments approximates the estimated fair value of those investments, the Partnerships policy is to recognize equity in income of the Local Limited Partnerships only to the extent of distributions received and amortization of acquisition costs from those Local Limited Partnerships. Therefore, the Partnership limits its recognition of equity earnings to the amount it expects to ultimately realize.
The Partnership has no carrying value in investments in Local Limited Partnerships as of September 30, 2011 or December 31, 2010.
In May 2010, the Partnership assigned its limited partnership interest in Valebrook Associates (Valebrook) to a third party for approximately $2,600,000. The proceeds received were recorded as gain on sale of interest in Local Limited Partnership during the nine months ended September 30, 2010, as the Partnerships investment balance in Valebrook was zero.
In August 2011, the Partnership assigned its limited partnership interest in Cherrywood Associates to an affiliate of the general partner of the Local Limited Partnership for approximately $650,000. The proceeds received were recorded as gain on sale of interest in Local Limited Partnership during the three and nine months ended September 30, 2011 as the Partnerships investment balance in Cherrywood Associates was zero at both September 30, 2011 and December 31, 2010.
In October 2011, the Partnership entered into an Assignment and Assumption Agreement for Branford Development Associates Limited Partnership relating to the assignment of the Partnerships limited partnership interest in this Local Limited Partnership to a third party for a total price of $1,100,000. The transaction is expected to close no later than December 31, 2011. The Partnerships investment balance in this Local Limited Partnership was zero at both September 30, 2011 and December 31, 2010.
The following are unaudited condensed combined estimated statements of operations for the three and nine months ended September 30, 2011 and 2010 for the Local Limited Partnerships in which the Partnership has invested (2011 and 2010 amounts exclude the operations of Valebrook Associates and Cherrywood Associates due to the assignment of the Partnerships interests in the Local Limited Partnerships in May 2010 and August 2011, respectively) (in thousands):
| Three Months Ended September 30, | Nine Months Ended September 30, | ||
| 2011 | 2010 | 2011 | 2010 |
Revenues |
|
|
|
|
Rental and other | $ 431 | $ 634 | $ 1,514 | $ 1,561 |
|
|
|
|
|
Expenses |
|
|
|
|
Depreciation | 68 | 57 | 203 | 173 |
Interest | 95 | 97 | 286 | 293 |
Operating | 355 | 368 | 1,012 | 1,007 |
| 518 | 522 | 1,501 | 1,473 |
|
|
|
|
|
Income (loss) from Continuing operations |
$ (87) |
$ 112 |
$ 13 |
$ 88 |
The current policy of the United States Department of Housing and Urban Development (HUD) is to not renew the Housing Assistance Payment (HAP) Contracts on a long term basis on the existing terms. In connection with renewals of the HAP Contracts under current law and policy, the amount of rental assistance payments under renewed HAP Contracts will be based on market rentals instead of above market rentals, which may not be the case under existing HAP Contracts. The payments under the renewed HAP Contracts may not be in an amount that would provide sufficient cash flow to permit owners of properties subject to HAP Contracts to meet the debt service requirements of existing loans insured by the Federal Housing Administration (FHA) unless such mortgage loans are restructured. In order to address the reduction in payments under HAP Contracts as a result of current policy, the Multi-family Assisted Housing Reform and Affordability Act of 1997 (MAHRAA) provides for the restructuring of mortgage loans insured by the FHA with respect to properties subject to the Section 8 program. Under MAHRAA, an FHA-insured mortgage loan can be restructured into a first mortgage loan which will be amortized on a current basis and a low interest second mortgage loan payable to FHA which will only be payable on maturity of the first mortgage loan. This restructuring results in a reduction in annual debt service payable by the owner of the FHA-insured mortgage loan and is expected to result in an insurance payment from FHA to the holder of the FHA-insured loan due to the reduction in the principal amount. MAHRAA also phases out project-based subsidies on selected properties serving families not located in rental markets with limited supply, converting such subsidies to a tenant-based subsidy.
When the HAP Contracts are subject to renewal, there can be no assurance that the Local Limited Partnerships in which the Partnership has an investment will be permitted to restructure its mortgage indebtedness under MAHRAA. In addition, the economic impact on the Partnership of the combination of the reduced payments under the HAP Contracts and the restructuring of the existing FHA-insured mortgage loans under MAHRAA is uncertain.
Note 3 Transactions With Affiliated Parties
Under the terms of the Restated Certificate and Agreement of Limited Partnership, the Partnership is liable to NAPICO for an annual management fee equal to 0.4 percent of the Partnerships original remaining invested assets of the Local Limited Partnerships and is calculated at the beginning of each year. Invested assets are defined as the costs of acquiring project interests, including the proportionate amount of the mortgage loans related to the Partnerships interests in the capital accounts of the respective partnerships. The fee was approximately $29,000 and $45,000 for the nine months ended September 30, 2011 and 2010, respectively.
Note 4 Fair Value of Financial Instruments
Financial Accounting Standards Board Accounting Standards Codification Topic 825, Financial Instruments, requires disclosure of fair value information about financial instruments, whether or not recognized in the balance sheet, for which it is practicable to estimate fair value. Fair value is defined as the amount at which the instruments could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale. The Partnership believes that the carrying amounts of other assets and liabilities reported on the balance sheet at September 30, 2011 that require such disclosure approximated their fair value due to the short-term maturity of these instruments.
Note 5 - Contingencies
The Corporate General Partner is involved in various lawsuits arising from transactions in the ordinary course of business. In the opinion of management and the Corporate General Partner, the claims will not result in any material liability to the Partnership.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The Private Securities Litigation Reform Act of 1995 provides a safe harbor for forward-looking statements in certain circumstances. Certain information included in this Quarterly Report contains or may contain information that is forward-looking within the meaning of the federal securities laws. Actual results may differ materially from those described in these forward-looking statements and, in addition, will be affected by a variety of risks and factors, some of which are beyond the Partnerships control, including, without limitation: financing risks, including the availability and cost of financing and the risk that the Partnerships cash flows from operations may be insufficient to meet required payments of principal and interest; national and local economic conditions, including the pace of job growth and the level of unemployment; the terms of governmental regulations that affect the Partnership and its investment in limited partnerships and interpretations of those regulations; the competitive environment in which the Partnership operates; real estate risks, including fluctuations in real estate values and the general economic climate in local markets and competition for residents in such markets; 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 limited partnerships in which the Partnership has invested. Readers should carefully review the Partnerships financial statements and the notes thereto, as well as the other documents the Partnership files from time to time with the Securities and Exchange Commission.
The Corporate General Partner monitors developments in the area of legal and regulatory compliance.
Liquidity and Capital Resources
The Partnership's primary source of funds consists of distributions from Local Limited Partnerships in which the Partnership has invested. It is not expected that any of the Local Limited Partnerships in which the Partnership has invested will generate cash flow from operations sufficient to provide for distributions to limited partners in any material amount. An infrequent source of funds would be funds received by the Partnership as its share of any proceeds from the sale of a property owned by a Local Limited Partnership or the Partnerships sale of its interest in a Local Limited Partnership. As discussed below, the Partnership assigned its limited partnership interests in Valebrook Associates and Cherrywood Associates during the nine months ended September 30, 2010 and 2011, respectively. During the nine months ended September 30, 2010, the Partnership distributed approximately $3,000,000 to its limited partners from the proceeds received from the Partnerships assignment of the limited partnership interest in Valebrook Associates and from Partnership reserves released during the nine months ended September 30, 2010. There were no distributions made by the Partnership to its limited partners during the nine months ended September 30, 2011.
The properties in which the Partnership has invested, through its investments in the Local Limited Partnerships, receive one or more forms of assistance from the Federal Government. As a result, the Local Limited Partnerships ability to transfer funds either to the Partnership or among themselves in the form of distributions, loans or advances is generally restricted by these government assistance programs. These restrictions, however, are not expected to impact the Partnerships ability to meet its cash obligations.
Distributions received from Local Limited Partnerships are accounted for as a reduction of the investment balance until the investment balance has been reduced to zero. Subsequent distributions received are recognized as income. Operating distributions from the Local Limited Partnerships in which the Partnerships investment in the Local Limited Partnerships has been reduced to zero were approximately $17,000 and $26,000 for the nine months ended September 30, 2011 and 2010, respectively.
In May 2010, the Partnership assigned its limited partnership interest in Valebrook Associates (Valebrook) to a third party for approximately $2,600,000. The proceeds received were recorded as gain on sale of interest in Local Limited Partnership during the nine months ended September 30, 2010, as the Partnerships investment balance in Valebrook was zero.
In August 2011, the Partnership assigned its limited partnership interest in Cherrywood Associates to an affiliate of the general partner of the Local Limited Partnership for approximately $650,000. The proceeds received were recorded as gain on sale of interest in Local Limited Partnership during the three and nine months ended September 30, 2011 as the Partnerships investment balance in Cherrywood Associates was zero at both September 30, 2011 and December 31, 2010.
In October 2011, the Partnership entered into an Assignment and Assumption Agreement for Branford Development Associates Limited Partnership relating to the assignment of the Partnerships limited partnership interest in this Local Limited Partnership to a third party for a total price of $1,100,000. The transaction is expected to close no later than December 31, 2011. The Partnerships investment balance in this Local Limited Partnership was zero at both September 30, 2011 and December 31, 2010.
As of September 30, 2011 and December 31, 2010, the Partnership had cash and cash equivalents of approximately $1,185,000 and $632,000, respectively. All of this cash is on deposit with a financial institution.
Results of Operations
At September 30, 2011 and December 31, 2010, the Partnership has investments in seven and eight Local Limited Partnerships, respectively, all of which own housing projects, most of which were substantially rented. The Partnership, as a limited partner, does not have a contractual relationship with the Local Limited Partnerships or exercise control over the activities and operations, including refinancing or selling decisions of the Local Limited Partnerships that would require or allow for consolidation. Accordingly, the Partnership accounts for its investment in the Local Limited Partnerships using the equity method. Thus the individual investments are carried at cost plus the Partnerships share of the Local Limited Partnerships profits less the Partnerships share of the Local Limited Partnerships losses, distributions and impairment charges. However, since the Partnership is not legally liable for the obligations of the Local Limited Partnerships, or is not otherwise committed to provide additional support to them, it does not recognize losses once its investment in each of the Local Limited Partnerships reaches zero. Distributions from the Local Limited Partnerships are accounted for as a reduction of the investment balance until the investment balance is reduced to zero. Subsequent distributions received are recognized as income in the statements of operations. For those investments where the Partnership has determined that the carrying value of its investments approximates the estimated fair value of those investments, the Partnerships policy is to recognize equity in income of the Local Limited Partnerships only to the extent of distributions received and amortization of acquisition costs from those Local Limited Partnerships. Therefore, the Partnership limits its recognition of equity earnings to the amount it expects to ultimately realize. The Partnership recognized no equity in loss of limited partnerships for the nine months ended September 30, 2011 and 2010, as the Partnerships investment in all Local Limited Partnerships had been reduced to zero prior to January 1, 2010.
Operating distributions from the Local Limited Partnerships in which the Partnerships investment in the Local Limited Partnerships has been reduced to zero were approximately $17,000 and $26,000 for the nine months ended September 30, 2011 and 2010, respectively. These amounts were recognized as income on the statements of operations included in Item 1. Financial Statements, in accordance with the equity method of accounting.
At times, advances are made to the Local Limited Partnerships. Advances made by the Partnership to the individual Local Limited Partnerships are considered part of the Partnerships investment in limited partnerships. Advances made to Local Limited Partnerships for which the investment has been reduced to zero are charged to expense. During the nine months ended September 30, 2011 and 2010, the Partnership advanced approximately $7,000 and $6,000, respectively, to one Local Limited Partnership, Branford Development Associates, to fund tax payments, which is included in other receivables. These advances were not expensed as the Partnership expects to receive repayment. The advance made during the nine months ended September 30, 2010 was repaid to the Partnership during the three and nine months ended September 30, 2010. Subsequent to September 30, 2011, the Partnership received repayment of the advance made during 2011. While not obligated to make advances to any of the Local Limited Partnerships, the Partnership made these advances in order to protect its economic investment in the Local Limited Partnership.
The current policy of the United States Department of Housing and Urban Development (HUD) is to not renew the Housing Assistance Payment (HAP) Contracts on a long term basis on the existing terms. In connection with renewals of the HAP Contracts under current law and policy, the amount of rental assistance payments under renewed HAP Contracts will be based on market rentals instead of above market rentals, which may not be the case under existing HAP Contracts. The payments under the renewed HAP Contracts may not be in an amount that would provide sufficient cash flow to permit owners of properties subject to HAP Contracts to meet the debt service requirements of existing loans insured by the Federal Housing Administration (FHA) unless such mortgage loans are restructured. In order to address the reduction in payments under HAP Contracts as a result of current policy, the Multi-family Assisted Housing Reform and Affordability Act of 1997 (MAHRAA) provides for the restructuring of mortgage loans insured by the FHA with respect to properties subject to the Section 8 program. Under MAHRAA, an FHA-insured mortgage loan can be restructured into a first mortgage loan which will be amortized on a current basis and a low interest second mortgage loan payable to FHA which will only be payable on maturity of the first mortgage loan. This restructuring results in a reduction in annual debt service payable by the owner of the FHA-insured mortgage loan and is expected to result in an insurance payment from FHA to the holder of the FHA-insured loan due to the reduction in the principal amount. MAHRAA also phases out project-based subsidies on selected properties serving families not located in rental markets with limited supply, converting such subsidies to a tenant-based subsidy.
When the HAP Contracts are subject to renewal, there can be no assurance that the Local Limited Partnerships in which the Partnership has an investment will be permitted to restructure its mortgage indebtedness under MAHRAA. In addition, the economic impact on the Partnership of the combination of the reduced payments under the HAP Contracts and the restructuring of the existing FHA-insured mortgage loans under MAHRAA is uncertain.
A recurring partnership expense is the annual management fee. The fee is payable to the Corporate General Partner and is calculated at 0.4 percent of the Partnership's original remaining invested assets at the beginning of each year. The management fee is paid to the Corporate General Partner for its continuing management of Partnership affairs. Management fees were approximately $29,000 and $45,000 for the nine months ended September 30, 2011 and 2010, respectively, and approximately $10,000 and $15,000 for the three months ended September 30, 2011 and 2010, respectively. The decrease in the management fee for both periods is due to the assignment of the Partnerships interest in Valebrook during 2010.
Operating expenses, other than management fees, consist of legal and accounting fees for services rendered to the Partnership and administrative expenses. Legal and accounting fees were approximately $39,000 and $48,000 for the nine months ended September 30, 2011 and 2010, respectively, and approximately $15,000 and $17,000 for the three months ended September 30, 2011 and 2010, respectively. The decrease in legal and accounting expenses for the nine months ended September 30, 2011 is primarily due to legal costs incurred during 2010 associated with the Partnerships assignment of its limited partnership interest in Valebrook Associates. General and administrative expenses were approximately $8,000 and $9,000 for the nine months ended September 30, 2011 and 2010, respectively, and approximately $2,000 and $4,000 for the three months ended September 30, 2011 and 2010, respectively.
The Partnership, as a limited partner in the Local Limited Partnerships in which it has invested, is subject to the risks incident to the construction, management, and ownership of improved real estate. The Partnerships investments are also subject to adverse general economic conditions, and, accordingly, the status of the national economy, including substantial unemployment, concurrent inflation and changing legislation which could increase vacancy levels, rental payment defaults, and operating expenses, which in turn, could substantially increase the risk of operating losses for the projects.
Off-Balance Sheet Arrangements
The Partnership owns limited partnership interests in unconsolidated Local Limited Partnerships, in which the Partnerships ownership percentage ranges from 95% to 99%. However, based on the provisions of the relevant partnership agreements, the Partnership, as a limited partner, does not have control or a contractual relationship with the Local Limited Partnerships that would require or allow for consolidation under accounting principles generally accepted in the United States (see Note 1 Organization and Summary of Significant Accounting Policies of the financial statements in Item 1. Financial Statements). There are no lines of credit, side agreements or any other derivative financial instruments between the Local Limited Partnerships and the Partnership. Accordingly the Partnerships maximum risk of loss related to these unconsolidated Local Limited Partnerships is limited to the recorded investments in and receivables from the Local Limited Partnerships. See Note 2 Investments in and Advances to Local Limited Partnerships of the financial statements in Item 1. Financial Statements for additional information about the Partnerships investments in unconsolidated Local Limited Partnerships.
Other
Aimco and its affiliates owned 1,740 limited partnership interests in the Partnership representing 16.39% of the outstanding limited partnership interests at September 30, 2011. It is possible that Aimco or its affiliates will acquire additional limited partnership interests in exchange for cash or a combination of cash and units in AIMCO Properties, L.P., the operating partnership of Aimco. Pursuant to the Partnership Agreement, unitholders holding a majority of the limited partnership interests 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 Corporate General Partner. Although the Corporate General Partner owes fiduciary duties to the limited partners of the Partnership, the Corporate General Partner also owes fiduciary duties to Aimco as its sole stockholder. As a result, the duties of the Corporate General Partner, as corporate general partner, to the Partnership and its limited partners may come into conflict with the duties of the Corporate General Partner to Aimco as its sole stockholder.
Variable Interest Entities
The Partnership consolidates any variable interest entities in which the Partnership holds a variable interest and is the primary beneficiary. Generally, a variable interest entity, or VIE, is an entity with one or more of the following characteristics: (a) the total equity investment at risk is not sufficient to permit the entity to finance its activities without additional subordinated financial support; (b) as a group the holders of the equity investment at risk lack (i) the ability to make decisions about an entitys activities through voting or similar rights, (ii) the obligation to absorb the expected losses of the entity, or (iii) the right to receive the expected residual returns of the entity; or (c) the equity investors have voting rights that are not proportional to their economic interests and substantially all of the entitys activities either involve, or are conducted on behalf of, an investor that has disproportionately few voting rights. The primary beneficiary of a VIE is generally the entity that has (a) the power to direct the activities of the VIE that most significantly impact the VIEs economic performance, and (b) the obligation to absorb losses or the right to receive benefits that could potentially be significant to the VIE.
In determining whether it is the primary beneficiary of a VIE, the Partnership considers qualitative and quantitative factors, including, but not limited to: which activities most significantly impact the VIEs economic performance and which party controls such activities; the amount and characteristics of the Partnerships investment; the obligation or likelihood for the Partnership or other investors to provide financial support; and the similarity with and significance to the business activities of the Partnership and the other investors. Significant judgments related to these determinations include estimates about the current and future fair values and performance of real estate held by these VIEs and general market conditions.
At September 30, 2011 and December 31, 2010, the Partnership holds variable interests in seven and eight VIEs, respectively, for which the Partnership is not the primary beneficiary. The Partnership has concluded, based on its qualitative consideration of the partnership agreement, the partnership structure and the role of the general partner in each of the Local Limited Partnerships, that the general partner of each of the Local Limited Partnerships is the primary beneficiary of the respective Local Limited Partnership. In making this determination, the Partnership considered the following factors:
· the general partners conduct and manage the business of the Local Limited Partnerships;
· the general partners have the responsibility for and sole discretion over selecting a property management agent for the Local Limited Partnerships underlying real estate properties;
· the general partners are responsible for approving operating and capital budgets for the properties owned by the Local Limited Partnerships;
· the general partners are obligated to fund any recourse obligations of the Local Limited Partnerships;
· the general partners are authorized to borrow funds on behalf of the Local Limited Partnerships; and
· the Partnership, as a limited partner in each of the Local Limited Partnerships, does not have the ability to direct or otherwise significantly influence the activities of the Local Limited Partnerships that most significantly impact such entities economic performance.
The seven VIEs at September 30, 2011 consist of Local Limited Partnerships that are directly engaged in the ownership and management of seven apartment properties with a total of 286 units. The Partnership is involved with those VIEs as a non-controlling limited partner equity holder. The Partnerships maximum exposure to loss as a result of its involvement with the unconsolidated VIEs is limited to the Partnerships recorded investments in and receivables from these VIEs, which were approximately $7,000 and zero at September 30, 2011 and December 31, 2010, respectively. The Partnership may be subject to additional losses to the extent of any financial support that the Partnership voluntarily provides in the future.
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 critical accounting policies, the following may involve a higher degree of judgment and complexity.
Method of Accounting for Investments in Local Limited Partnerships
The Partnership, as a limited partner, does not have a contractual relationship with the Local Limited Partnerships or exercise control over the activities and operations, including refinancing or selling decisions, of the Local Limited Partnerships that would require or allow for consolidation. Accordingly, the Partnership accounts for its investments in the Local Limited Partnerships using the equity method. The Partnership is allocated profits and losses of the Local Limited Partnerships based upon its respective ownership percentage (between 95% and 99%). Distributions of surplus cash from operations from most of the Local Limited Partnerships are restricted by the Local Limited Partnerships Regulatory Agreements with the United States Department of Housing and Urban Development (HUD)and/or are restricted by the terms of the mortgages encumbering the Projects. These restrictions limit the distribution to a portion, generally less than 10%, of the initial invested capital. The excess surplus cash is deposited into a residual receipts reserve, of which the ultimate realization by the Partnership is uncertain as HUD frequently retains it upon sale or dissolution of the Local Limited Partnership. The Partnership is allocated profits and losses and receives distributions from refinancings and sales in accordance with the Local Limited Partnerships partnership agreements. These agreements usually limit the Partnerships distributions to an amount substantially less than its ownership percentage in the Local Limited Partnership.
The individual investments are carried at cost plus the Partnerships share of the Local Limited Partnerships profits less the Partnerships share of the Local Limited Partnerships losses, distributions and impairment charges. The Partnership is not legally liable for the obligations of the Local Limited Partnerships and is not otherwise committed to provide additional support to them. Therefore, it does not recognize losses once its investment in each of the Local Limited Partnerships reaches zero. Distributions from the Local Limited Partnerships are accounted for as a reduction of the investment balance until the investment balance is reduced to zero. When the investment balance has been reduced to zero, subsequent distributions received are recognized as income in the statements of operations.
For those investments where the Partnership has determined that the carrying value of its investments approximates the estimated fair value of those investments, the Partnerships policy is to recognize equity in income of the Local Limited Partnerships only to the extent of distributions received and amortization of acquisition costs from those Local Limited Partnerships. Therefore, the Partnership limits its recognition of equity earnings to the amount it expects to ultimately realize.
ITEM 4. CONTROLS AND PROCEDURES
(a) Disclosure Controls and Procedures.
The Partnerships management, with the participation of the principal executive officer and principal financial officer of the Corporate General Partner, who are the equivalent of the Partnerships principal executive officer and principal financial officer, respectively, has evaluated the effectiveness of the Partnerships 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 Corporate General Partner, who are the equivalent of the Partnerships principal executive officer and principal financial officer, respectively, have concluded that, as of the end of such period, the Partnerships disclosure controls and procedures are effective.
(b) Changes in Internal Control Over Financial Reporting.
There has been no change in the Partnerships internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the fiscal quarter to which this report relates that has materially affected, or is reasonably likely to materially affect, the Partnerships internal control over financial reporting.
PART II - OTHER INFORMATION
ITEM 6. EXHIBITS
See Exhibit Index.
The agreements included as exhibits to this Form 10-Q contain representations and warranties by each of the parties to the applicable agreement. These representations and warranties have been made solely for the benefit of the other parties to the applicable agreement and:
- should not in all instances be treated as categorical statements of fact, but rather as a way of allocating the risk to one of the parties if those statements prove to be inaccurate;
- have been qualified by disclosures that were made to the other party in connection with the negotiation of the applicable agreement, which disclosures are not necessarily reflected in the agreement;
- may apply standards of materiality in a way that is different from what may be viewed as material to an investor; and
- were made only as of the date of the applicable agreement or such other date or dates as may be specified in the agreement and are subject to more recent developments.
Accordingly, these representations and warranties may not describe the actual state of affairs as of the date they were made or at any other time. The Partnership acknowledges that, notwithstanding the inclusion of the foregoing cautionary statements, it is responsible for considering whether additional specific disclosures of material information regarding material contractual provisions are required to make the statements in this Form 10-Q not misleading. Additional information about the Partnership may be found elsewhere in this Form 10-Q and the Partnerships other public filings, which are available without charge through the SECs website at http://www.sec.gov.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| REAL ESTATE ASSOCIATES LIMITED II |
|
|
| By: National Partnership Investments Corp. |
| Corporate General Partner |
|
|
Date: November 7, 2011 | By: /s/John McGrath |
| John McGrath |
| Senior Vice President, equivalent of the |
| chief executive officer of the Partnership |
|
|
Date: November 7, 2011 | By: /s/Stephen B. Waters |
| Stephen B. Waters |
| Senior Director of Partnership Accounting, |
| equivalent of the chief financial officer of the Partnership |
REAL ESTATE ASSOCIATES LIMITED II
EXHIBIT INDEX
Exhibit Description of Exhibit
3 Articles of incorporation and bylaws: The Registrant is not incorporated. The Partnership Agreement was filed with Form S-11 #266171 which is hereby incorporated by reference.
3.1 Amendments to Restated Certificate and Agreement of Limited Partnership. Incorporated by reference to the Registrants Current Report on Form 8-K filed on January 24, 2005.
3.2 Restated Certificate and Agreement of Limited Partnership (complete text as
amended). Incorporated by reference to the Registrants Current Report on Form 8-K filed on January 24, 2005.
10.1 Assignment and Assumption Agreement by and between Real Estate Associates Limited II, a California limited partnership, and Equity Resource Fund 2009 Limited Partnership, a Massachusetts limited partnership, dated April 21, 2010. (Incorporated by reference to the Registrants Current Report on Form 8-K dated April 21, 2010).
10.2 First Amendment to Amended and Restated Agreement and Certificate of Limited Partnership of Cherrywood Associates by and between Real Estate Associates Limited II, a California limited partnership, and James R. Tomlinson, Thomas E. Dillon and Gerald C. Bauman, dated August 10, 2011.
10.3 Assignment and Assumption Agreement by and between Real Estate Associates Limited II, a California limited partnership, Wendell C. Harp and Michael P. Piscitelli and Branford Development Housing, LLC, a Connecticut limited liability company, dated October 20, 2011. (Incorporated by reference to the Registrants Current Report on Form 8-K dated October 20, 2011).
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 equivalent of 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.
(1) As provided in Rule 406T of Regulation S-T, this information is furnished and not filed for purposes of Sections 11 and 12 of the Securities Act of 1933 and Section 18 of the Securities Exchange Act of 1934.