** **

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, 2009

 

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 0-14554

 

 

## NATIONAL PROPERTY INVESTORS 8 

(Exact name of registrant as specified in its charter)

 

 
| California                      | 13-3254885          |
|---------------------------------|---------------------|
| (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, 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). [ ] 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**

 

 

NATIONAL PROPERTY INVESTORS 8

 

BALANCE SHEETS

 (in thousands, except unit data)

 

 
|                                      | June 30,                                      | December 31,                                  |
|-------------------------------------------|-----------------------------------------------|-----------------------------------------------|
|                                      | 2009                                          | 2008                                          |
|                                      | (Unaudited)                                   | (Note)                                        |
| Assets                                    |                                          |                                          |
| Cash and cash equivalents                 |   $    112                |   $    600                |
| Receivables and deposits                  |         41 |        158      |
| Other assets                              |        216      |        195      |
| Investment property:                      |                                          |                                          |
| Land                                      |      1,376                |      1,376                |
| Buildings and related personal property   |     13,776                     |     13,672                     |
|                                      |     15,152                     |     15,048                     |
| Less accumulated depreciation             |     (9,776)                    |     (9,441)                    |
|                                      |      5,376                |      5,607                |
|                                      |   $  5,745                          |   $  6,560                          |
|                                      |                                          |                                          |
|                                      |                                          |                                          |
| Liabilities and Partners' Deficit         |                                          |                                          |
| Liabilities                               |                                          |                                          |
| Accounts payable                          |   $     62           |   $     38           |
| Tenant security deposit liabilities       |         36 |         36 |
| Due to affiliates (Note B)                |         45 |         -- |
| Accrued property taxes                    |         59 |         -- |
| Other liabilities                         |        101      |         78 |
| Mortgage notes payable                    |      7,521                |      7,549                |
|                                      |      7,824                |      7,701                |
|                                      |                                          |                                          |
| Partners' Deficit                         |                                          |                                          |
| General partner                           |        (20)     |        (11)     |
| Limited partners (44,882 units issued and |                                          |                                          |
|    outstanding)                 |     (2,059)                    |     (1,130)                    |
|                                      |     (2,079)                    |     (1,141)                    |
|                                      |   $  5,745                          |   $  6,560                          |

 

Note: The balance sheet at December 31, 2008 has been derived from the audited financial statements at that date but does not include all the information and footnotes required by generally accepted accounting principles for complete financial statements.

 

*See Accompanying Notes to Financial Statements*

 

 

NATIONAL PROPERTY INVESTORS 8 

 

STATEMENTS OF OPERATIONS

(Unaudited)

(in thousands, except per unit data)

 

 

 

 
|                                          | Three Months Ended            | Six Months Ended              |
|-----------------------------------------------|-------------------------------|-------------------------------|
|                                          | June 30,                      | June 30,                      |
|                                          | 2009                          | 2008                          | 2009 | 2008 |
| Revenues:                                     |                          |                          |   |   |
| Rental income                                 | $   409             | $   424             | $   823 | $   850 |
| Other income                                  |      41   |      25   |      72 |      50 |
| Total revenues                                |     450        |     449        |     895 |     900 |
|                                          |                          |                          |   |   |
| Expenses:                                     |                          |                          |   |   |
| Operating                                     |     220        |     193        |     389 |     370 |
| General and administrative                    |      21   |      30   |      48 |      60 |
| Depreciation                                  |     168        |     164        |     335 |     327 |
| Interest                                      |     153        |     139        |     302 |     282 |
| Property taxes                                |      30   |      36   |      59 |      72 |
| Total expenses                                |     592        |     562        |   1,133 |   1,111 |
|                                          |                          |                          |   |   |
| Net loss                                      |  $  (142)           |  $  (113)           |  $  (238) |  $  (211) |
|                                          |                          |                          |   |   |
| Net loss allocated to general                 |                          |                          |   |   |
|   partner (1%)                           |  $    (1) |  $    (1) |  $    (2) |  $    (2) |
| Net loss allocated to limited                 |                          |                          |   |   |
| partners (99%)                                |    (141)       |    (112)       |    (236) |    (209) |
|                                          |  $  (142)           |  $  (113)           |  $  (238) |  $  (211) |
|                                          |                          |                          |   |   |
| Net loss per limited partnership

  unit |  

 $ (3.14)        |  

 $ (2.50)        |  

 $ (5.26) |  

 $ (4.66) |
|                                          |                          |                          |   |   |
| Distributions per limited                     |                          |                          |   |   |
|   partnership unit                       | $    --        | $    --        | $ 15.44 | $    -- |

 

*See Accompanying Notes to Financial Statements*

 

 

NATIONAL PROPERTY INVESTORS 8 

 

STATEMENT OF CHANGES IN PARTNERS' DEFICIT

(Unaudited)

(in thousands, except unit data)

 

 

 

 

 

 
|                           | Limited               |                               |                     |
|--------------------------------|-----------------------|------------------------------------|--------------------------|
|                           | Partnership           | General                            | Limited                  |   |
|                           | Units                 | Partner                            | Partners                 | Total |
|                           |                  |                               |                     |   |
| Original capital contributions | 44,882                | $     1        | $22,441                  |  $22,442 |
|                           |                  |                               |                     |   |
| Partners' deficit at           |                  |                               |                     |   |
| December 31, 2008              | 44,882                |  $   (11)           |  $(1,130)           |  $(1,141) |
|                           |                  |                               |                     |   |
| Distributions to partners      |     -- |       (7) |     (693) |     (700) |
|                           |                  |                               |                     |   |
| Net loss for the six months    |                  |                               |                     |   |
| ended June 30, 2009            |     -- |      (2)  |    (236)  |     (238) |
|                           |                  |                               |                     |   |
| Partners' deficit at           |                  |                               |                     |   |
| June 30, 2009                  | 44,882                |  $   (20)           |  $(2,059)           |  $(2,079) |

 

*See Accompanying Notes to Financial Statements*

 

 

NATIONAL PROPERTY INVESTORS 8

 

STATEMENTS OF CASH FLOWS

(Unaudited)

(in thousands)

 
|                                               | Six Months Ended                 |
|----------------------------------------------------|----------------------------------|
|                                               | June 30,                         |
|                                               | 2009                             | 2008 |
| Cash flows from operating activities:              |                             |   |
| Net loss                                           |  $  (238)              |  $  (211) |
| Adjustments to reconcile net loss to net cash      |                             |   |
| provided by operating activities:                  |                             |   |
| Depreciation                                       |     335           |     327 |
| Amortization of loan costs                         |      10      |       5 |
| Change in accounts:                                |                             |   |
| Receivables and deposits                           |     117           |       (5) |
| Other assets                                       |      (20)    |      -- |
| Accounts payable                                   |      28      |      (25) |
| Tenant security deposit liabilities                |      --      |       1 |
| Accrued property taxes                             |      59      |      72 |
| Due to affiliates                                  |       1 |      67 |
| Other liabilities                                  |      43      |     (11) |
| Net cash provided by operating activities          |     335           |     220 |
|                                               |                             |   |
| Cash flows used in investing activities:           |                             |   |
| Property improvements and replacements             |     (94)     |     (97) |
|                                               |                             |   |
| Cash flows from financing activities:              |                             |   |
| Payments on mortgage notes payable                 |      (28)    |     (138) |
| Loan costs paid                                    |      (45)    |      -- |
| Distributions to partners                          |     (700)         |      -- |
| Advances from affiliate                            |      44      |       7 |
| Net cash used in financing activities              |    (729)          |    (131) |
|                                               |                             |   |
| Net decrease in cash and cash equivalents          |     (488)         |       (8) |
|                                               |                             |   |
| Cash and cash equivalents at beginning of period   |     600           |      51 |
|                                               |                             |   |
| Cash and cash equivalents at end of period         | $   112                | $    43 |
|                                               |                             |   |
| Supplemental disclosure of cash flow information:  |                             |   |
| Cash paid for interest                             | $   244                | $   236 |
| Supplemental disclosure of non-cash activity:      |                             |   |
| Property improvements and replacements included in |                             |   |
|   accounts payable                            | $    10           | $    12 |

 

Included in property improvements and replacements for the six months ended June 30, 2008 are approximately $11,000 of property improvements and replacements which were included in accounts payable at December 31, 2007.

 

*See Accompanying Notes to Financial Statements*

NATIONAL PROPERTY INVESTORS 8 

 

NOTES TO FINANCIAL STATEMENTS

(Unaudited)

 

##### Note A – Basis of Presentation

 

The accompanying unaudited financial statements of National Property Investors 8 (the "Partnership" or "Registrant") have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 8-03 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of NPI Equity Investments, Inc. ("NPI Equity" or the "Managing General Partner"), the general partner of the Partnership, which is wholly-owned by Apartment Investment and Management Company ("AIMCO"), a publicly traded real estate investment trust, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included.  Operating results for the three and six month periods ended June 30, 2009 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2009. For further information, refer to the financial statements and footnotes thereto included in the Partnership's Annual Report on Form 10-K for the fiscal year ended December 31, 2008.

 

The Partnership’s management evaluated for subsequent events through the time this Quarterly Report on Form 10-Q was filed on August 13, 2009.

 

Recent Accounting Pronouncement

 

In June 2009, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standards No. 168,*The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles—a replacement of FASB Statement No. 162*, or SFAS No. 168, which is effective for financial statements issued for interim and annual periods ending after September 15, 2009.  Upon the effective date of SFAS No. 168, the FASB Accounting Standards Codification, or the Codification, will become the single source of authoritative GAAP recognized by the FASB to be applied by nongovernmental entities. Rules and interpretive releases of the Securities and Exchange Commission, or SEC, under authority of federal securities laws are also sources of authoritative GAAP for SEC registrants. The Codification will supersede all then-existing non-SEC accounting and reporting standards. All other non-grandfathered non-SEC accounting literature not included in the Codification will become non-authoritative.  Following SFAS No. 168, the FASB will issue Accounting Standards Updates that serve to update the Codification. The Partnership does not anticipate that SFAS No. 168 will have a significant effect on its financial statements. 

 

**Note B - Transactions with Affiliated Parties**

 

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

 

Affiliates of the Managing General Partner receive 5% of gross receipts from the Partnership’s property as compensation for providing property management services.  The Partnership paid to such affiliates approximately $43,000 and $44,000 for the six months ended June 30, 2009 and 2008, respectively, which are included in operating expenses. 

 

Affiliates of the Managing General Partner charged the Partnership for reimbursement of accountable administrative expenses amounting to approximately $22,000 and $31,000 for the six months ended June 30, 2009 and 2008, respectively, which is included in general and administrative expenses and investment property.The portion of these reimbursements included in investment property for each of the six months ended June 30, 2009 and 2008 are construction management services provided by an affiliate of the Managing General Partner of approximately $4,000.

 

For services relating to the administration of the Partnership and operation of its property, the Managing General Partner is entitled to receive payment for non-accountable expenses up to a maximum of $150,000 per year of distributions from operations based upon the number of Partnership units sold, subject to certain limitations. The Managing General Partner was not entitled to receive a reimbursement during the six months ended June 30, 2009 and 2008 because there were no distributions from operations during these periods.

 

For managing the affairs of the Partnership, the Managing General Partner is entitled to receive a partnership management fee. The fee is equal to 4% of the Partnership's adjusted cash from operations, as defined in the Partnership Agreement, in any year, provided that 50% of the fee shall not be paid until the Partnership has distributed to the limited partners adjusted cash from operations in such year which is equal to 5% of the limited partners' adjusted invested capital, as defined, on a non-cumulative basis. In addition, 50% of the fee shall not be paid until the Partnership has distributed to the limited partners adjusted cash from operations in such year which is equal to 8% of the limited partners' adjusted invested capital on a non-cumulative basis. The fee shall be paid when adjusted cash from operations is distributed to the limited partners. The Managing General Partner was not entitled to receive this fee during the six months ended June 30, 2009 and 2008.

 

On March 18, 2008, the Managing General Partner terminated the revolving credit facility (the “Partnership Revolver”) that was established on behalf of the Partnership and certain affiliated partnerships to fund deferred maintenance and working capital needs of the Partnership and certain other affiliated partnerships in the National Property Investors Partnership Series.  The Managing General Partner does not have a commitment, intent or implication to fund cash flow deficits or furnish other direct or indirect financial assistance to the Partnership.  The Partnership may receive advances of funds from AIMCO Properties, L.P., an affiliate of the Managing General Partner and the holder of a majority of the beneficial interest of the Partnership.  For more information on AIMCO Properties, L.P., including copies of its audited balance sheet, please see its reports filed with the Securities and Exchange Commission.  AIMCO Properties, L.P. had advanced amounts to the Partnership prior to 2008. During the six months ended June 30, 2009 and 2008, AIMCO Properties, L.P. advanced the Partnership approximately $44,000 and $7,000, respectively, to fund operating expenses. The advances bear interest at the prime rate plus 2% (5.25% at June 30, 2009) per annum. Interest expense during the six months ended June 30, 2009 and 2008 was approximately $1,000 and $29,000, respectively. At June 30, 2009, the amount of the outstanding advances and accrued interest due to AIMCO Properties, L.P. was approximately $45,000 and is included in due to affiliates. There were no such amounts due to AIMCO Properties, L.P. at December 31, 2008. Subsequent to June 30, 2009, AIMCO Properties, L.P. advanced the Partnership $18,000 to fund operations at Huntington Athletic Club Apartments.

 

Upon sale of the Partnership’s property, the Managing General Partner will be entitled to an incentive compensation fee equal to a declining percentage of the difference between the total amount distributed to limited partners and the appraised value of their investment at February 1, 1992.  The percentage amount to be realized by the Managing General Partner, if any, will be dependent upon the year in which the property is sold. Payment of the incentive compensation fee is subordinated to the receipt by the limited partners, of: (a) distributions from capital transaction proceeds of an amount equal to their present appraised investment in the Partnership at February 1, 1992; and (b) distributions from all sources (capital transactions as well as cash flow) of an amount equal to six percent (6%) per annum cumulative, noncompounded, on their present appraised investment in the Partnership at February 1, 1992.

 

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 liabilitiesrelated to workers’ compensation, property casualty, general liability and vehicle liability. The Partnership insures its property above the AIMCO limits through insurance policies obtained by AIMCO from insurers unaffiliated with the Managing General Partner. During the six months ended June 30, 2009, the Partnership was charged by AIMCO and its affiliates approximately $24,000 for insurance coverage and fees associated with policy claims administration. Additional charges will be incurred by the Partnership during 2009 as other insurance policies renew later in the year.  The Partnership was charged by AIMCO and its affiliates approximately $38,000 for insurance coverage and fees associated with policy claims administration during the year ended December 31, 2008.

 

**Note C – Fair Value of Financial Instruments**

 

SFAS No. 107, "Disclosures about Fair Value of 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 in the SFAS 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 amount of its financial instruments (except for long term debt) approximates their fair value due to the short-term maturity of these instruments. The Partnership estimates the fair value of its long-term debt by discounting future cash flows using a discount rate commensurate with that currently believed to be available to the Partnership for similar term, long-term debt. At June 30, 2009, the fair value of the Partnership's long-term debt at the Partnership's incremental borrowing rate approximated its carrying value.

 

###### Note D – Contingencies

 

As previously disclosed, AIMCO Properties, L.P. and NHP Management Company, both affiliates of the Managing General Partner, were defendants in a lawsuit, filed as a collective action in August 2003 in the United States District Court for the District of Columbia, alleging that they willfully violated the Fair Labor Standards Act (“FLSA”) by failing to pay maintenance workers overtime for time worked in excess of 40 hours per week (“overtime claims”).  The plaintiffs also contended that AIMCO Properties, L.P. and NHP Management Company failed to compensate maintenance workers for time that they were required to be "on-call" (“on-call claims”).  In March 2007, the court in the District of Columbia decertified the collective action. In July 2007, plaintiffs’ counsel filed individual cases in Federal court in 22 jurisdictions.  In the second quarter of  2008, AIMCO Properties, L.P. settled the overtime cases involving 652 plaintiffs and established a framework for resolving the 88 remaining “on-call” claims and the attorneys’ fees claimed by plaintiffs’ counsel.  As a result, the lawsuits asserted in the 22 Federal courts have been dismissed.  During the fourth quarter of 2008, the Partnership paid less than $1,000 for settlement amounts for alleged unpaid overtime to employees who had worked at the Partnership’s investment properties.  At this time, the 88 remaining “on-call” claims and the attorneys’ fees claimed by plaintiffs’ counsel are not resolved. The parties have selected six “on-call” claims that will proceed forward through the arbitration process and have selected arbitrators. The arbitrations have not yet been scheduled. The Managing General Partner is uncertain as to the amount of any additional loss that may be allocable to the Partnership. Therefore, the Partnership cannot estimate whether any additional loss will occur or a potential range of loss.

 

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

 

Environmental

 

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

 

Mold

 

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

 

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

 

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

 

The Partnership's investment property consists of one apartment complex. The following table sets forth the average occupancy of the property for the six months ended June 30, 2009 and 2008:

 
|                                | Average Occupancy |
|-------------------------------------|-------------------|
| Property                            | 2009              | 2008 |
|                                |              |   |
| Huntington Athletic Club Apartments | 93%               | 95% |
| Morrisville, North Carolina         |              |   |

 

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

 

Results of Operations

 

The Partnership recognized net losses of approximately $142,000 and $238,000 for the three and six months ended June 30, 2009, respectively, compared to net losses of approximately $113,000 and $211,000 for the three and six months ended June 30, 2008, respectively. The increase in net loss for both periods is due to an increase in total expenses.

 

Total expenses increased for both the three and six months ended June 30, 2009 due to increases in operating and interest expenses, partially offset by decreases in property tax and general and administrative expenses. Depreciation expense remained relatively constant for both periods. Operating expenses increased for both periods primarily due to increases in clean up expenses related to minor storm damage, partially offset by a decrease in advertising expenses at the Partnership’s investment property. Interest expense increased for both periods primarily due to a higher average debt balance as a result of the second mortgage obtained on the property in December 2008, partially offset by a decrease in interest on advances from AIMCO Properties, L.P., an affiliate of the Managing General Partner, as a result of the repayment of the advance balance during the fourth quarter of 2008.  Property tax expense decreased for both periods due to a decrease in the tax rate, partially offset by an increase in the assessed value of Huntington Athletic Club Apartments.  

 

General and administrative expense decreased for both the three and six months ended June 30, 2009 due to decreases in management reimbursements to the Managing General Partner as allowed under the Partnership Agreement and professional expenses associated with the administration of the Partnership. Also included in general and administrative expenses for the three and six months ended June 30, 2009 and 2008 are costs associated with the quarterly and annual communications with investors and regulatory agencies and the annual audit required by the Partnership Agreement.

 

Total revenues remained relatively constant for both periods as a decrease in rental income was offset by an increase in other income.  The decrease in rental income for both periods is primarily due to decreases in occupancy and the average rental rate at the Partnership’s investment property. The increase in other income for both periods is primarily due to an increase in tenant utility reimbursements at the property.

 

Liquidity and Capital Resources

 

At June 30, 2009, the Partnership had cash and cash equivalents of approximately $112,000, compared to approximately $43,000 at June 30, 2008.  The decrease in cash and cash equivalents of approximately $488,000, from December 31, 2008, is due to approximately $729,000 and $94,000 of cash used in financing and investing activities, respectively, partially offset by approximately $335,000 of cash provided by operating activities.  Cash used in financing activities consisted of distributions to partners, payments of principal made on the mortgages encumbering the Partnership’s investment property and loan costs paid, partially offset by advances received from an affiliate of the Managing General Partner. Cash used in investing activities consisted of property improvements and replacements. The Partnership invests its working capital reserves in interest bearing accounts.

 

On March 18, 2008, the Managing General Partner terminated the revolving credit facility (the “Partnership Revolver”) that was established on behalf of the Partnership and certain affiliated partnerships to fund deferred maintenance and working capital needs of the Partnership and certain other affiliated partnerships in the National Property Investors Partnership Series.  The Managing General Partner does not have a commitment, intent or implication to fund cash flow deficits or furnish other direct or indirect financial assistance to the Partnership.  The Partnership may receive advances of funds from AIMCO Properties, L.P., an affiliate of the Managing General Partner and the holder of a majority of the beneficial interest of the Partnership.  For more information on AIMCO Properties, L.P., including copies of its audited balance sheet, please see its reports filed with the Securities and Exchange Commission.  AIMCO Properties, L.P. had advanced amounts to the Partnership prior to 2008. During the six months ended June 30, 2009 and 2008, AIMCO Properties, L.P. advanced the Partnership approximately $44,000 and $7,000, respectively, to fund operating expenses. The advances bear interest at the prime rate plus 2% (5.25% at June 30, 2009) per annum. Interest expense during the six months ended June 30, 2009 and 2008 was approximately $1,000 and $29,000, respectively. At June 30, 2009, the amount of the outstanding advances and accruedinterest due to AIMCO Properties, L.P. was approximately $45,000 and is included in due to affiliates. There were no such amounts due to AIMCO Properties, L.P. at December 31, 2008. Subsequent to June 30, 2009, AIMCO Properties, L.P. advanced the Partnership $18,000 to fund operations at Huntington Athletic Club Apartments.

 

The sufficiency of existing liquid assets to meet future liquidity and capital expenditure requirements are directly related to the level of capital expenditures required at the property to adequately maintain the physical assets and other operating needs of the Partnership and to comply with Federal, state, and local legal and regulatory requirements. The Managing General Partner monitors developments in the area of legal and regulatory compliance.  Capital improvements planned for the Partnership's property are detailed below.

 

During the six months ended June 30, 2009, the Partnership completed approximately $104,000 of capital improvements at Huntington Athletic Club Apartments, consisting primarily of water heater upgrades, air conditioning upgrades and floor covering replacement. These improvements were funded from operating cash flow. The Partnership regularly evaluates the capital improvement needs of the property. While the Partnership has no material commitments for property improvements and replacements, certain routine capital expenditures are anticipated during 2009. Such capital expenditures will depend on the physical condition of the property as well as anticipated cash flow generated by the property.

 

Capital expenditures will be incurred only if cash is available from operations, Partnership reserves or advances from AIMCO Properties, L.P., although AIMCO Properties, L.P. does not have an obligation to fund such advances. To the extent that 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 generally sufficient for any near-term needs (exclusive of capital improvements) of the Partnership. On December 30, 2008, the Partnership obtained a second mortgage loan in the principal amount of $2,000,000 on Huntington Athletic Club Apartments. The second mortgage indebtedness of approximately $1,991,000 bears interest at a fixed rate of 6.27% per annum, and requires monthly payments of principal and interest of approximately $12,000 beginning on February 1, 2009, through the loan’s June 1, 2020, maturity date.  The second mortgage loan has a balloon payment of approximately $1,627,000 due at maturity.  As a condition to making the loan, the lender required AIMCO Properties, L.P., an affiliate of the Partnership, to guarantee certain non-recourse obligations and liabilities of the Partnership. Total capitalized loan costs associated with the second mortgage were approximately $113,000, of which approximately $102,000 was incurred during the year ended December 31, 2008, and are included in other assets.

 

In connection with the second mortgage loan, the Partnership also agreed to certain modifications to the first mortgage loan encumbering Huntington Athletic Club Apartments.  The modifications of the first mortgage indebtedness of approximately $5,530,000 include a fixed interest rate of 8.15% per annum and monthly payments of principal and interest of approximately $41,000 beginning on February 1, 2009, through the June 1, 2020, maturity date. The first mortgage loan has a balloon payment of approximately $4,745,000 due at maturity. The previous terms of the existing mortgage loan consisted of a fixed interest rate of 8.15% per annum and monthly payments of approximately $62,000 through the maturity date of June 1, 2020, at which date the mortgage was scheduled to be fully amortized. The Managing General Partner will attempt to refinance the mortgages encumbering the property and/or sell the property prior to such maturity date. If the property cannot be refinanced or sold for a sufficient amount, the Managing General Partner will risk losing such property to foreclosure.

 

The Partnership distributed the following amounts during the six months ended June 30, 2009 and 2008 (in thousands, except per unit data):

 
|          |              | Per Limited |                   | Per Limited            |
|---------------|-------------------|-------------|------------------------|------------------------|
|          | Six Months Ended  | Partnership | Six Months Ended       | Partnership            |
|          | June 30, 2009     | Unit        | June 30, 2008          | Unit                   |
|          |              |        |                   |                   |
| Financing (1) | $   700 | $ 15.44     | $    -- | $    -- |

 

(1)   Proceeds from the second mortgage obtained on Huntington Athletic Club Apartments.

 

Future cash distributions will depend on the levels of cash generated from operations, the timing of the debt maturities, property sale and/or refinancings. The Partnership’s cash available for distribution is reviewed on a monthly basis. There can be no assurance, however, that the Partnership will generate sufficient funds from operations, after planned capital improvements, to permit any additional distributions to its partners during 2009 or subsequent periods.

 

Other

 

In addition to its indirect ownership of the general partner interest in the Partnership, AIMCO and its affiliates owned 27,792 limited partnership units (the "Units") in the Partnership representing 61.92% of the outstanding Units at June 30, 2009. 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 61.92% of the outstanding Units, AIMCO and its affiliates are in a position to influence all voting decisions with respect to the Partnership. However, DeForest Ventures II L.P., from whom an affiliate of AIMCO and the Managing General Partner, through its merger with Insignia, acquired 16,447 Units, had agreed for the benefit of third party unitholders, that it would vote these Units: (i) against any increase in compensation payable to the Managing General Partner or to its affiliates; and (ii) on all other matters submitted by it or its affiliates, in proportion to the votes cast by third party Unit holders. Except for the foregoing, no other limitations are imposed on AIMCO or its affiliates' right to vote each Unit held. 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 financial statements are prepared in accordance with accounting principles generally accepted in the United States, which require the Partnership to make estimates and assumptions. The Partnership believes that of its significant accounting policies, the following may involve a higher degree of judgment and complexity.

 

Impairment of Long-Lived Asset

 

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

 

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

 

Revenue Recognition

 

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

** **

**ITEM 4T.**   **Controls and Procedures**

 

**(a)   Disclosure Controls and Procedures.**

 

The Partnership’s management, with the participation of the principal executive officer and principal financial officer of the Managing General Partner, who are the equivalent of the Partnership’s principal executive officer and principal financial officer, respectively, has evaluated the effectiveness of the Partnership’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of the end of the period covered by this report. Based on such evaluation, the principal executive officer and principal financial officer of the Managing General Partner, who are the equivalent of the Partnership’s principal executive officer and principal financial officer, respectively, have concluded that, as of the end of such period, the Partnership’s disclosure controls and procedures are effective.

 

**(b)   Changes in Internal Control Over Financial Reporting.**

 

There has been no change in the Partnership’s 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 Partnership’s internal control over financial reporting.

**PART II - OTHER INFORMATION**

** **

** **

**ITEM 1.     Legal Proceedings**

 

As previously disclosed, AIMCO Properties, L.P. and NHP Management Company, both affiliates of the Managing General Partner, were defendants in a lawsuit, filed as a collective action in August 2003 in the United States District Court for the District of Columbia, alleging that they willfully violated the Fair Labor Standards Act (“FLSA”) by failing to pay maintenance workers overtime for time worked in excess of 40 hours per week (“overtime claims”).  The plaintiffs also contended that AIMCO Properties, L.P. and NHP Management Company failed to compensate maintenance workers for time that they were required to be "on-call" (“on-call claims”).  In March 2007, the court in the District of Columbia decertified the collective action. In July 2007, plaintiffs’ counsel filed individual cases in Federal court in 22 jurisdictions.  In the second quarter of  2008, AIMCO Properties, L.P. settled the overtime cases involving 652 plaintiffs and established a framework for resolving the 88 remaining “on-call” claims and the attorneys’ fees claimed by plaintiffs’ counsel.  As a result, the lawsuits asserted in the 22 Federal courts have been dismissed.  During the fourth quarter of 2008, the Partnership paid less than $1,000 for settlement amounts for alleged unpaid overtime to employees who had worked at the Partnership’s investment properties.  At this time, the 88 remaining “on-call” claims and the attorneys’ fees claimed by plaintiffs’ counsel are not resolved. The parties have selected six “on-call” claims that will proceed forward through the arbitration process and have selected arbitrators. The arbitrations have not yet been scheduled. The Managing General Partner is uncertain as to the amount of any additional loss that may be allocable to the Partnership. Therefore, the Partnership cannot estimate whether any additional loss will occur or a potential range of loss.

 

**ITEM 6.    Exhibits**

 

See Exhibit Index.

 

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 Partnership’s other public filings, which are available without charge through the SEC’s website at http://www.sec.gov.  

**SIGNATURES**

** **

** **

** **

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

 

 
|                  | NATIONAL PROPERTY INVESTORS 8                           |
|-----------------------|---------------------------------------------------------|
|                  |                                                    |
|                  | By:   NPI EQUITY INVESTMENTS, INC.            |
|                  |       Managing General Partner |
|                  |                                                    |
| Date: August 13, 2009 | By:   /s/Steven D. Cordes                     |
|                  |       Steven D. Cordes         |
|                  |       Senior Vice President    |
|                  |                                                    |
| Date: August 13, 2009 | By:   /s/Stephen B. Waters                    |
|                  |       Stephen B. Waters        |
|                  |       Senior Director          |

 

**NATIONAL PROPERTY INVESTORS 8**

** **

**Exhibit Index**

 

 

 

**Exhibit Number****   Description of Exhibit**

 

 

 2.5         Master Indemnity Agreement. Incorporated by reference to Exhibit 2.5 to Current Report on Form 8-K filed by Insignia Financial Group, Inc. with the Securities and Exchange Commission on September 1, 1995.

 

 3.4         Agreement of Limited Partnership. Incorporated by reference to Exhibit A to the Prospectus of the Registrant dated May 13, 1985 contained in the Registrant's Registration Statement on Form S-11 (Reg. No. 2-95864).

 

             Amendments to Agreement of Limited Partnership. Incorporated by reference to Exhibits 3, 4(b) to the Registrant's Form 10-K for the fiscal year ended December 31, 1985.

 

             Amendments to Agreement of Limited Partnership. Incorporated by reference to the definitive Proxy Statement of the Registrant dated April 3, 1991.

 

             Amendments to Agreement of Limited Partnership. Incorporated by reference to the Statement Furnished in Connection with the Solicitation Of Consents of the Registrant dated August 28, 1992.

 

3.5          Amendment to Certificate of Limited Partnership and Partnership Agreement, incorporated by reference to the Registrant’s Quarterly Report on From 10-Q for the quarterly period ended September 30, 2008.

 

10.31        Multifamily Note between National Property Investors 8, a California limited partnership, and Capmark Bank, a Utah industrial bank, dated December 30, 2008. Filed in the Registrant’s Current Report on Form 8-K dated December 30, 2008 and incorporated herein by reference.

 

10.32        Amended and Restated Multifamily Note between National Property Investors 8, a California limited partnership, and Federal Home Loan Mortgage Corporation, dated December 30, 2008. Filed in the Registrant’s Current Report on Form 8-K dated December 30, 2008 and incorporated herein by reference.

 

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

 

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

 

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