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 0-15675

 

 

## DAVIDSON GROWTH PLUS, L.P. 

(Exact name of registrant as specified in its charter)

 

 
| Delaware                        | 52-1462866          |
|---------------------------------|---------------------|
| (State or other jurisdiction of | (I.R.S. Employer    |
| incorporation or organization)  | Identification No.) |

 

55 Beattie Place, PO Box 1089

Greenville, South Carolina  29602

(Address of principal executive offices)

 

(864) 239-1000

(Registrant's telephone number)

 

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

Yes [X] No [ ]

 

Indicate by check mark whether the registrant 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 [ ] No [X]

 

### PART I – FINANCIAL INFORMATION
 

**ITEM 1.     FINANCIAL STATEMENTS**

 

 

DAVIDSON GROWTH PLUS, L.P.

 

CONSOLIDATED BALANCE SHEETS

(in thousands, except unit data)

 

 

 

June 30,

December 31,

 

 

2009

2008

 

 

(Unaudited)

(Note)

 

Assets

 

 

Cash and cash equivalents

$     88

$    267

Receivables and deposits

      50

     276

Other assets

     220

     179

Investment property:

 

 

Land

   2,212

   2,212

Buildings and related personal property

  10,277

  10,113

 

  12,489

  12,325

Less accumulated depreciation

  (6,174)

  (5,793)

 

   6,315

   6,532

 

$ 6,673

$ 7,254

 

 

 

Liabilities and Partners' Deficit

 

 

Liabilities

 

 

Accounts payable

$    102

$    140

Tenant security deposit liabilities

      40

      39

Accrued property taxes

     107

     213

Other liabilities

     107

      86

Due to affiliates (Note B)

      49

      --

Mortgage notes payable (Note F)

   8,934

   8,974

 

   9,339

   9,452

 

 

 

Partners' Deficit

 

 

General partners

     (898)

     (883)

Limited partners (28,371.75 units issued and

 

 

outstanding) 

   (1,768)

  (1,315)

 

   (2,666)

  (2,198)

 

$ 6,673

$ 7,254

 

 

 

 

 

 

Note: The consolidated 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 Consolidated Financial Statements*

DAVIDSON GROWTH PLUS, L.P.
 

CONSOLIDATED 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

$  499

$    524

$1,024

$  1,046

Other income

    61

      69

   129

     137

Total revenues

   560

     593

 1,153

   1,183

 

 

 

 

 

Expenses:

 

 

 

 

Operating

   277

   322

   534

     616

General and administrative

    28

   123

    67

     174

Depreciation

   191

   174

   381

     338

Interest

   158

   155

   317

     322

Property taxes

    51

      51

   107

     103

Total expenses

   705

     825

 1,406

   1,553

 

 

 

 

 

Loss from continuing operations

  (145)

    (232)

  (253)

   (370)

Loss from discontinued operations 

 

 

 

 

  (Notes A & E)

    --

  (4,211)

    --

 (4,352)

Gain on sale of discontinued operations

 

 

 

 

  (Note E)

    --

  22,056

    --

  22,056

Net (loss) income 

  (145)

  17,613

  (253)

  17,344

Less net income attributable to 

 

 

 

 

  Noncontrolling interest in joint venture

 

 

 

 

  (Note D)

    --

   1,246

    --

   1,246

Net (loss) income attributable to Davidson

 

 

 

 

  Growth Plus, L.P.

$ (145)

$ 16,367

$ (253)

$ 16,088

 

 

 

 

 

Net (loss) income allocated to general

 

 

 

 

   partners of Davidson Growth Plus, L.P. 

 

 

 

 

   (3%)

$   (4)

$    491

$   (8)

$    483

Net (loss) income allocated to limited 

 

 

 

 

partners of Davidson Growth Plus, L.P. 

 

 

 

 

(97%)

  (141)

  15,876

  (245)

  15,605

 

$ (145)

$ 16,367

$ (253)

$ 16,088

Per limited partnership unit:

 

 

 

 

Loss from continuing operations

$(4.97)

$ (50.53)

$(8.64)

$ (55.26)

Loss from discontinued operations

    --

 (143.97)

    --

 (148.79)

Gain on sale of discontinued operations

    --

  754.07

    --

  754.07

Net (loss) income attributable to Davidson
 

 

 

 

  Growth Plus, L.P. per limited 

 

 

 

 

  partnership unit

$(4.97)

$ 559.57

$(8.64)

$ 550.02

 

 

 

 

 

Distributions per limited partnership unit

$   --

$  52.59

$ 7.33

$  52.59

 

*See Accompanying Notes to Consolidated Financial Statements*

 
 

DAVIDSON GROWTH PLUS, L.P.

 

CONSOLIDATED STATEMENT OF CHANGES IN PARTNERS' DEFICIT

(Unaudited)

(in thousands, except unit data)

 

 

 

 

 

 

Limited

 

 

 

 

Partnership

General

Limited

 

 
UnitsPartnersPartners
Total

 

 

 

 

 

Original capital contributions

28,371.75

$     1

$28,376

$28,377

 

 

 

 

 

Partners' deficit at

 

 

 

 

December 31, 2008

28,371.75

 $  (883)

 $(1,315)

 $ (2,198)

 

 

 

 

 

Distributions to partners

       --

      (7)

    (208)

     (215)

 

 

 

 

 

Net loss for the six months

 

 

 

 

ended June 30, 2009

       --

      (8)

    (245)

     (253)

 

 

 

 

 

Partners' deficit

 

 

 

 

at June 30, 2009

28,371.75

 $  (898)

 $(1,768)

 $(2,666)

 

*See Accompanying Notes to Consolidated Financial Statements*

DAVIDSON GROWTH PLUS, L.P.
 

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(in thousands)

 

 

Six Months Ended

 

June 30,

 

2009

2008

Cash flows from operating activities:

 

 

Net (loss) income

 $   (253)

 $ 16,088

Adjustments to reconcile net (loss) income to net cash

 

 

provided by (used in) operating activities:

 

 

Net income attributable to noncontrolling interest in

 

 

  joint venture

    --

  1,246

Depreciation

      381

      839

Casualty gain 

       --

      (33)

Gain on sale of investment properties

       --

  (22,056)

Loss on extinguishment of debt

       --

    3,906

Amortization of loan costs

        8

       29

Change in accounts:

 

 

Receivables and deposits

       11

     (426)

Other assets

      (49)

       95

Accounts payable

        2

       (3)

Tenant security deposit liabilities

        1

      (82)

Accrued property taxes

     (106)

      (79)

Other liabilities

       21

     (262)

Due to affiliates

       --

     (567)

Net cash provided by (used in) operating activities

       16

   (1,305)

 

 

 

Cash flows from investing activities:

 

 

Net proceeds from sale of investment properties

       --

   30,375

Property improvements and replacements

     (204)

   (1,069)

Net withdrawals from restricted escrows

       --

       54

Insurance proceeds received

       --

       38

Net cash (used in) provided by investing activities

     (204)

   29,398

 

 

 

Cash flows from financing activities:

 

 

Payments on mortgage notes payable

      (40)

     (222)

Prepayment penalty paid

       --

   (3,369)

Repayments of mortgage notes payable

       --

  (14,930)

Loan costs paid

       --

      (53)

Proceeds from mortgage notes payable

       --

    3,900

Payments on advances from affiliate

      (59)

   (4,488)

Advances from affiliate

      108

      867

Distributions to minority interest partner

       --

   (1,208)

Distributions to partners

       --

   (1,538)

Net cash provided by (used in) financing activities

        9

  (21,041)

 

 

 

Net (decrease) increase in cash and cash equivalents

     (179)

    7,052

Cash and cash equivalents at beginning of period

      267

       98

Cash and cash equivalents at end of period

 $     88

 $  7,150

 

 

 

Supplemental disclosure of cash flow information:

 

 

Cash paid for interest

 $    257

 $  1,513

Supplemental disclosure of non-cash activity:

 

 

Property improvements and replacements in accounts payable

 $     17

 $      7

 

 

 

Distributions to partners of Georgia withholding taxes

 

 

included in receivables and deposits

 $    215

 $     --

 

At December 31, 2008 and 2007, approximately $57,000 and $367,000 of property improvements and replacements were included in accounts payable and are included in property improvements and replacements at June 30, 2009 and 2008, respectively.

 

*See Accompanying Notes to Consolidated Financial Statements*
DAVIDSON GROWTH PLUS, L.P.
 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

 
Note A – Basis of Presentation
 

The accompanying unaudited consolidated financial statements of Davidson Growth Plus, L.P. (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 Davidson Growth Plus GP Corporation (the "Managing General Partner"), all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three and six months 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 consolidated 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 Managing General Partner is an affiliate of Apartment Investment and Management Company ("AIMCO"), a publicly traded real estate investment trust.

 

The Partnership’s management evaluated for subsequent events through the time this Quarterly Report on Form 10-Q was filed on August 12, 2009.

 

In accordance with Statement of Financial Accounting Standards (“SFAS”) No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets”, the accompanying consolidated statements of operations for the three and six months ended June 30, 2008 reflect the operations of Brighton Crest Apartments, which sold on June 10, 2008, and The Village Apartments, which sold on June 26, 2008, as loss from discontinued operations.

 

The following table presents summarized results of operations related to the Partnership’s discontinued operations for the six months ended June 30, 2008 (in thousands):

 

 

Six Months Ended June 30, 2008

 

Brighton Crest

The Village

 

 

Apartments

Apartments

Total

 

 

 

 

Revenues

   $ 1,154

 $   633

   $  1,787

Expenses

    (1,427)

    (839)

     (2,266)

Loss on extinguishment of debt

    (2,800)

  (1,106)

     (3,906)

Casualty gain

       33

      --

        33

Loss from discontinued operations

   $(3,040)

 $(1,312)

   $(4,352)

 

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. ThePartnership does not anticipate that SFAS No. 168 will have a significant effect on its consolidated 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. Affiliates of the Managing General Partner provide property management and asset management services to the Partnership. The Partnership Agreement provides for (i) payments to affiliates for services and (ii) reimbursement of certain expenses incurred by affiliates on behalf of the Partnership.

 

Affiliates of the Managing General Partner receive 5% of gross receipts from all of the Partnership's properties as compensation for providing property management services. The Partnership paid to such affiliates approximately $58,000 and $154,000 for the six months ended June 30, 2009 and 2008, respectively, which is included in operating expenses and loss from discontinued operations.

 

Affiliates of the Managing General Partner charged the Partnership for reimbursement of accountable administrative expenses amounting to approximately $35,000 and $220,000 for the six months ended June 30, 2009 and 2008, respectively, which is included in general and administrative expense, investment property and gain on sale of discontinued operations. The portion of these reimbursements included in investment property and gain on sale of discontinued operations for the six months ended June 30, 2009 and 2008 are construction management services provided by an affiliate of the Managing General Partner of approximately $15,000 and $140,000, respectively.

 

The Partnership Agreement provides for the Managing General Partner to receive a fee for managing the affairs of the Partnership. The fee is 2% of adjusted cash from operations as defined in the Partnership Agreement. Payment of this management fee is subordinated and is payable only after the Partnership has distributed to the limited partners adjusted cash from operations in any year equal to 10% of the limited partners adjusted invested capital, as defined in the Partnership Agreement, or upon the refinance or sale of a property in the Partnership. No Partnership management fees were accrued or paid during the six months ended June 30, 2009. During the six months ended June 30, 2008, approximately $44,000 in accrued subordinated management fees were paid from sale proceeds. There were no subordinated management fees owed at June 30, 2009 or December 31, 2008.

 

During the six months ended June 30, 2009, AIMCO Properties, L.P., an affiliate of the Managing General Partner, advanced approximately $108,000 to pay operating expenses at The Fairways Apartments. During the six months ended June 30, 2008, approximately $867,000 was advanced to the Partnership to pay operational and capital improvements for all three investment properties. During the six months ended June 30, 2009 and 2008, the Partnership repaid AIMCO Properties, L.P. approximately $60,000 and $5,172,000, respectively, which included approximately $1,000 and $684,000 of accrued interest, respectively. Interest on the advances was charged at prime plus 1% (4.25% at June 30, 2009). Interest expense on the advances was approximately $1,000 and $151,000 for the six months ended June 30, 2009 and 2008, respectively. At June 30, 2009, the amount of outstanding advances and accrued interest owed to AIMCO Properties, L.P. was approximately $49,000 and is included in due to affiliates. There were no advances or accrued interest owed at December 31, 2008. The Partnership may receive additional advances of funds from AIMCO Properties, L.P. although AIMCO Properties, L.P. is not obligated to provide such advances.  For more information on AIMCO Properties, L.P., including copies of its audited balance sheet, please see its reports filed with the Securities and Exchange Commission.

 

The Partnership insures its property up to certain limits through coverage provided by AIMCO which is generally self-insured for a portion of losses and liabilities related to workers compensation, property casualty, general liability and vehicle liability.  The Partnership insures its property above the AIMCO limits through insurance policies obtained by AIMCO from insurers unaffiliated with the ManagingGeneral Partner.  During the six months ended June 30, 2009, the Partnership was charged by AIMCO and its affiliates approximately $52,000 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 $69,000 for insurance coverage and fees associated with policy claims administration during the year ended December 31, 2008.
 

**Note C – Casualty Events**

 

In September 2007, Brighton Crest Apartments suffered fire damage to two of its rental units. The cost to repair the units was approximately $38,000. Insurance proceeds of approximately $5,000 and $20,000 were received during the six months ended June 30, 2008 and the year ended December 31, 2007, respectively. The Partnership recognized a casualty gain of approximately $17,000 as a result of the receipt of approximately $20,000 in insurance proceeds net of the write off of undepreciated assets of approximately $3,000 during the year ended December 31, 2007.  The Partnership recognized an additional gain of approximately $5,000 during the six months ended June 30, 2008, which is included in loss from discontinued operations.

 

In August 2007, Brighton Crest Apartments suffered water damage to two of its rental units.  The estimated cost to repair the units was approximately $42,000.  Insurance proceeds of approximately $33,000 were received during the six months ended June 30, 2008.  The Partnership recognized a casualty gain of approximately $28,000 as a result of the receipt of approximately $33,000 in insurance proceeds net of the write off of undepreciated assets of approximately $5,000 during the six months ended June 30, 2008, which is included in loss from discontinued operations.

 

In March 2008, The Fairway Apartments suffered fire damage to four rental units. The cost to repair the units was approximately $27,000 and was included in operating expenses during the year ended December 31, 2008. The Partnership received insurance proceeds of approximately $17,000, net of deductibles, during the six months ended June 30, 2009. The insurance proceeds were recorded as a receivable as of December 31, 2008 and were also included as a reduction of operating expenses. No future insurance proceeds are expected.

 

In June 2009, The Fairways Apartments suffered wind and hail damage to several of its apartment buildings and the office building. A preliminary estimate of the cost to repair the damaged buildings is approximately $241,000. The Partnership currently anticipates that it will receive insurance proceeds to cover the repair costs and no loss will be recognized related to this casualty event.

 

**Note D – Minority Interest in Joint Venture**

 

The Partnership adopted the provisions of FASB Statement of Financial Accounting Standards No. 160,*Noncontrolling Interests in Consolidated Financial Statements — an amendment of ARB No. 51*, or SFAS 160, effective January 1, 2009. SFAS 160 clarifies that a noncontrolling interest in a subsidiary is an ownership interest in a consolidated entity, which should be reported as equity in the parent’s consolidated financial statements. SFAS 160 requires disclosure, on the face of the consolidated income statements, of those amounts of consolidated net income and other comprehensive income attributable to controlling and noncontrolling interests, eliminating the past practice of reporting amounts of income attributable to noncontrolling interests as an adjustment in arriving at consolidated net income. SFAS 160 requires the parent to attribute to noncontrolling interests their share of losses even if such attribution results in a deficit noncontrolling interest balance within the parent’s equity accounts, and in some instances, requires a parent to recognize a gain or loss in net income when a subsidiary is deconsolidated. 

 

The Partnership owned an 82.5% general partner interest in the Sterling Crest Joint Venture ("Joint Venture") which operated Brighton Crest Apartments and was sold on June 10, 2008. The Partnership exercised control over the activities of the JointVenture in accordance with the Joint Venture Agreement. The minority partner was an affiliated public partnership. 
 

At December 31, 2008, the carrying amount of noncontrolling interests in the joint venture was zero as the joint venture had been liquidated.  While the Joint Venture had been liquidated prior to the adoption of SFAS 160, SFAS 160 requires restrospective adoption of the presentation requirements; therefore, in periods for which minority interest is presented the historical balances previously classified as “Minority Interest” will be reclassified to the Partners’ (Deficiency) Capital section and presented as “Noncontrolling interest.”  Also, the historical balances previously classified as “Minority interest in net earnings of joint venture” will be reclassified and presented as a reduction of net income as “Net income attributable to noncontrolling interest.”

 

The table below presents the components of the net income attributable to the controlling interest for the six months ended June 30, 2008:

 

Loss from continuing operations attributable

 

  to controlling interest

  $   (370)

Loss from discontinued operations

    (3,820)

Gain on sale of discontinued operations attributable

 

  to controlling interest

   20,278

Net income attributable to controlling interest

  $16,088

 

As a result of the use of the equity method of accounting for the minority partner's investment in the joint venture, that minority interest had been reduced to zero in prior periods. When the Joint Venture made distributions in excess of the minority partner's investment balance, the Partnership, as the majority partner, recorded a charge equal to the minority partner's excess distribution over the investment balance. This charge would be classified as distributions to minority interest partner in excess of investment on the accompanying consolidated statements of operations. Losses were allocated to the minority partner to the extent they did not create a minority deficit, in which case the Partnership recognized 100% of the losses in operating income. The Partnership would recognize 100% of future net income of the Joint Venture to the extent of previously unallocated losses and distributions. Distributions to the minority partner had previously reduced its investment balance to zero in prior years.

 

The Joint Venture had net income of approximately $12,415,000 for the six months ended June 30, 2008. The minority partner’s share of net income for the six months ended June 30, 2008 was approximately $2,301,000. However, the Partnership recognized approximately $1,055,000 of the minority partners’ share of net income for the six months ended June 30, 2008 which was equal to previous unallocated losses and distributions of the minority partner. For the three and six months ended June 30, 2008, the Joint Venture distributed approximately $6,904,000 of sales proceeds to its partners, of which approximately $1,208,000 was distributed to the minority partner. At June 30, 2008, the minority partner’s share of the investment in Joint Venture was approximately $38,000. At December 31, 2008 the Joint Venture had been liquidated.

 

**Note E – Sale of Investment Property**

 

On June 10, 2008, the Partnership sold Brighton Crest Apartments to a third party for a gross sales price of $21,500,000. The net proceeds realized by the Partnership were approximately $21,239,000 after payment of closing costs of approximately $261,000. The Partnership used approximately $9,723,000 to repay the first and second mortgages encumbering the property. The Partnership realized a gain on sale of discontinued operations of approximately $15,455,000 during the three and six months ended June 30, 2008 as a result of the sale. In addition, the Partnership recorded a loss on extinguishment of debt of approximately $2,800,000 due to the write-off of unamortized loan costs and the payment of a prepayment penalty associated with the repayment of the first and second mortgages of approximately$2,464,000.  The loss on extinguishment of debt is included in loss from discontinued operations.
 

On June 26, 2008, the Partnership sold The Village Apartments to a third party for a gross sales price of $9,355,000. The net proceeds realized by the Partnership were approximately $9,136,000 after payment of closing costs of approximately $219,000. The Partnership used approximately $5,207,000 of the net proceeds to repay the first and second mortgages encumbering the property. The Partnership realized a gain on sale of discontinued operations of approximately $6,601,000 during the six months ended June 30, 2008 as a result of the sale. In addition, the Partnership recorded a loss on extinguishment of debt of approximately $1,106,000 due to the write-off of unamortized loan costs and the payment of a prepayment penalty associated with the repayment of the first and second mortgages of approximately $905,000. The loss on extinguishment of debt is included in loss from discontinued operations.

 

The following table presents summarized results of operations related to the Partnership’s discontinued operations for the six months ended June 30, 2008 (in thousands):

 

 

Six Months Ended June 30, 2008

 

Brighton Crest

The Village

 

 

Apartments

Apartments

Total

 

 

 

 

Revenues

   $ 1,154

 $   633

   $  1,787

Expenses

    (1,427)

    (839)

     (2,266)

Loss on extinguishment of debt

    (2,800)

  (1,106)

     (3,906)

Casualty gain

       33

      --

        33

Loss from discontinued operations

   $(3,040)

 $(1,312)

   $(4,352)

 

**Note F – Mortgage Financing**

 

On June 30, 2008, the Partnership obtained a second mortgage loan in the principal amount of $3,900,000 on The Fairway Apartments. The second mortgage loan bears interest at a fixed rate of 6.36% per annum and requires monthly payments of principal and interest of approximately $24,000 beginning on August 1, 2008 through the January 1, 2021 maturity date, at which time a balloon payment of approximately $3,081,000 is due.  The Partnership may prepay the second mortgage loan subject to a prepayment penalty.  In connection with the second mortgage loan, the Partnership also agreed to certain modifications of the existing mortgage loan encumbering The Fairway Apartments.  The modification includes a fixed interest rate of 7.27% per annum and monthly payments of principal and interest of approximately $35,000, beginning August 1, 2008 through the maturity date of January 1, 2021, at which time a balloon payment of approximately $4,163,000 is due.  The previous terms of the existing mortgage loan consisted of a fixed interest rate of 7.27% per annum and monthly payments of principal and interest of approximately $52,000 through the maturity date of January 1, 2021, at which date the mortgage was scheduled to be fully amortized. The Partnership may prepay the first mortgage loan subject to a prepayment penalty.  As a condition of both loans, the lenders required AIMCO Properties, L.P., an affiliate of the Partnership, to guarantee certain non-recourse carveout obligations of the Partnership with respect to the loans. In connection with the second mortgage, the Partnership incurred loan costs of approximately $89,000, of which approximately $53,000 was incurred as of June 30, 2008, which have been capitalized and are included in other assets.

 

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

 

SFAS No. 107, "Disclosures about Fair Value of Financial Instruments", as amended by SFAS No. 119, "Disclosures about Derivative Financial Instruments and 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 Partnershipbelieves 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 was approximately $9,330,000.
 
Note H – 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 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 settlement amounts for alleged unpaid overtime to employees were paid by those partnerships where the respective employees had worked. The Partnership was not required to pay any settlement amounts. 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 pending or outstanding litigation matters involving it or its investment properties that are not of a routine nature arising in the ordinary course of business.

 

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, orwas responsible for, the release or presence of the hazardous substances. The presence of, or the failure to manage or remedy properly, hazardous substances may adversely affect occupancy at affected apartment communities and the ability to sell or finance affected properties. In addition to the costs associated with investigation and remediation actions brought by government agencies, and potential fines, or penalties imposed by such agencies in connection therewith, the presence of hazardous substances on a property could result in claims by private plaintiffs for personal injury, disease, disability or other infirmities. Various laws also impose liability for the cost of removal, remediation or disposal of hazardous substances through a licensed disposal or treatment facility. Anyone who arranges for the disposal or treatment of hazardous substances is potentially liable under such laws. These laws often impose liability whether or not the person arranging for the disposal ever owned or operated the disposal facility. In connection with the ownership, operation and management of its property, the Partnership could potentially be liable for environmental liabilities or costs associated with its property.  

 

Mold

 

The Partnership is aware of lawsuits against owners and managers of multifamily properties asserting claims of personal injury and property damage caused by the presence of mold, some of which have resulted in substantial monetary judgments or settlements.  The Partnership has only limited insurance coverage for property damage loss claims arising from the presence of mold and for personal injury claims related to mold exposure.  Affiliates of the Managing General Partner have implemented policies, procedures, third-party audits and training and the Managing General Partner believes that these measures will prevent or eliminate mold exposure and will minimize the effects that mold may have on residents.  To date, the Partnership has not incurred any material costs or liabilities relating to claims of mold exposure or to abate mold conditions.  Because the law regarding mold is unsettled and subject to change the Managing General Partner can make no assurance that liabilities resulting from the presence of or exposure to mold will not have a material adverse effect on the Partnership’s consolidated 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 tenantsin 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 consolidated financial statements and the notes thereto, as well as the risk factors described in 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 Fairway Apartments, located in Plano, Texas. The average occupancy of the property was 92% and 95% for the six months ended June 30, 2009 and 2008, respectively. The Managing General Partner attributes the decrease in occupancy to poor economic conditions in the local area.

 

The Partnership’s financial results depend upon a number of factors including the ability to attract and maintain tenants at its 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’s net loss for the three and six months ended June 30, 2009 was approximately $145,000 and $253,000, respectively, compared with net income of approximately $16,367,000 and $16,088,000 for the three and six months ended June 30, 2008, respectively.

 

The increase in net loss for both the three and six months ended June 30, 2009 is primarily due to decreases in gain on sale of discontinued operations and total revenues partially offset by decreases in total expenses, loss from discontinuedoperations, and the recognition of net income attributable to noncontrolling interest in joint venture.
 

In accordance with Statement of Financial Accounting Standards (“SFAS”) No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets”, the consolidated statements of operations for the three and six months ended June 30, 2008 reflect the operations of Brighton Crest Apartments, which sold on June 10, 2008, and The Village Apartments, which sold on June 26, 2008, as loss from discontinued operations.

 

The following table presents summarized results of operations related to the Partnership’s discontinued operations for the six months ended June 30, 2008 (in thousands):

 

 

Six Months Ended June 30, 2008

 

Brighton Crest

The Village

 

 

Apartments

Apartments

Total

 

 

 

 

Revenues

   $ 1,154

 $   633

   $  1,787

Expenses

    (1,427)

    (839)

     (2,266)

Loss on extinguishment of debt

    (2,800)

  (1,106)

     (3,906)

Casualty gain

       33

      --

        33

Loss from discontinued operations

   $(3,040)

 $(1,312)

   $(4,352)

 

On June 10, 2008, the Partnership sold Brighton Crest Apartments to a third party for a gross sales price of $21,500,000. The net proceeds realized by the Partnership were approximately $21,239,000 after payment of closing costs of approximately $261,000. The Partnership used approximately $9,723,000 to repay the first and second mortgages encumbering the property. The Partnership realized a gain on sale of discontinued operations of approximately $15,455,000 during the three and six months ended June 30, 2008 as a result of the sale. In addition, the Partnership recorded a loss on extinguishment of debt of approximately $2,800,000 due to the write-off of unamortized loan costs and the payment of a prepayment penalty associated with the repayment of the first and second mortgages of approximately $2,464,000.  The loss on extinguishment of debt is included in loss from discontinued operations.

 

On June 26, 2008, the Partnership sold The Village Apartments to a third party for a gross sales price of $9,355,000. The net proceeds realized by the Partnership were approximately $9,136,000 after payment of closing costs of approximately $219,000. The Partnership used approximately $5,207,000 of the net proceeds to repay the first and second mortgages encumbering the property. The Partnership realized a gain on sale of discontinued operations of approximately $6,601,000 during the six months ended June 30, 2008 as a result of the sale. In addition, the Partnership recorded a loss on extinguishment of debt of approximately $1,106,000 due to the write-off of unamortized loan costs and the payment of a prepayment penalty associated with the repayment of the first and second mortgages of approximately $905,000. The loss on extinguishment of debt is included in loss from discontinued operations.

 

In September 2007, Brighton Crest Apartments suffered fire damage to two of its rental units. The cost to repair the units was approximately $38,000. Insurance proceeds of approximately $5,000 and $20,000 were received during the six months ended June 30, 2008 and the year ended December 31, 2007, respectively. The Partnership recognized a casualty gain of approximately $17,000 as a result of the receipt of approximately $20,000 in insurance proceeds net of the write off of undepreciated assets of approximately $3,000 during the year ended December 31, 2007.  The Partnership recognized an additional gain of approximately $5,000 during the six months ended June 30, 2008, which is included in loss from discontinued operations.

 

In August 2007, Brighton Crest Apartments suffered water damage to two of its rental units. The estimated cost to repair the units was approximately $42,000.  Insurance proceeds of approximately $33,000 were received during the six months ended June 30, 2008.  The Partnership recognized a casualty gain of approximately $28,000 as a result of the receipt of approximately $33,000 in insurance proceeds net of the write off of undepreciated assets of approximately $5,000 during the six months ended June 30, 2008, which is included in loss from discontinued operations.
 

The Partnership recognized losses from continuing operations of approximately $145,000 and $253,000 for the three and six months ended June 30, 2009, respectively, compared with losses from continuing operations of approximately $232,000 and $370,000 for the three and six months ended June 30, 2008, respectively. The decrease in loss from continuing operations for both the three and six months ended June 30, 2009 is due to a decrease in total expenses partially offset by a decrease in total revenues.

 

Total revenues decreased for both the three and six months ended June 30, 2009 due to a decrease in both rental income and other income.  Rental income decreased due to a decrease in occupancy, partially offset by an increase in the average rental rate at The Fairway Apartments.  Other income decreased for the three months ended June 30, 2009 due to decreases in lease cancellation fees and resident utility reimbursements. Other income decreased for the six months ended June 30, 2009 due to decreases in lease cancellation fees, resident utility reimbursements, and fees from ancillary services.

 

Total expenses decreased for both the three and six months ended June 30, 2009 due to decreases in general and administrative and operating expenses, partially offset by an increase in depreciation expense.  Interest and property tax expenses remained relatively constant for the comparable periods.  Operating expenses decreased due to decreases in advertising, property, administrative and maintenance expenses, partially offset by an increase in insurance expense.  Advertising expense decreased due to decreases in national periodical and web advertising.  Property expense decreased due to a decrease in utility costs and salary expenses.  Administrative expenses decreased due to a decrease in professional fees, credit card processing fees and personnel costs.  Maintenance expense decreased due to a decrease in electrical supplies, HVAC and plumbing supplies and contract trash removal.  Insurance expense increased due to an increase in hazard insurance premiums. Depreciation expense increased due to additions placed into service during the year which are now being depreciated. Interest expense remained relatively constant for both the three and six months ended June 30, 2009 as an increase in interest expense on the second mortgage encumbering The Fairway Apartments, which was obtained during June 2008, was offset by a decrease in interest on advances from an affiliate of the Managing General Partner as a result of the repayment of a substantial portion of such advances during 2008.

 

In March 2008, The Fairway Apartments suffered fire damage to four rental units. The cost to repair the units was approximately $27,000 and was included in operating expenses during the year ended December 31, 2008. The Partnership received insurance proceeds of approximately $17,000, net of deductibles, during the six months ended June 30, 2009. The insurance proceeds were recorded as a receivable as of December 31, 2008 and were also included as a reduction of operating expenses. No future insurance proceeds are expected.

 

In June 2009, The Fairways Apartments suffered wind and hail damage to several of its apartment buildings and the office building. A preliminary estimate of the cost to repair the damaged buildings is approximately $241,000. The Partnership currently anticipates that it will receive insurance proceeds to cover the repair costs and no loss will be recognized related to this casualty event.

 

General and administrative expense decreased primarily due to decreases in management reimbursements as a result of the sale of two properties during June 2008 and costs associated with the modification of the existing mortgage encumbering The Fairway Apartments during June 2008.  Included in general and administrativeexpenses for the three and six months ended June 30, 2009 and 2008 are management reimbursements to the Managing General Partner as allowed under the Partnership Agreement.  Also included in general and administrative expenses for both periods are costs associated with the quarterly and annual communications with investors and regulatory agencies and the annual audit required by the Partnership Agreement.
 

The Partnership owned an 82.5% general partner interest in the Sterling Crest Joint Venture ("Joint Venture") which operated Brighton Crest Apartments and was sold on June 10, 2008. The Partnership exercised control over the activities of the Joint Venture in accordance with the Joint Venture Agreement. The minority partner was an affiliated public partnership. 

 

As a result of the use of the equity method of accounting for the minority partner's investment in the joint venture, that minority interest had been reduced to zero in prior periods. When the Joint Venture made distributions in excess of the minority partner's investment balance, the Partnership, as the majority partner, recorded a charge equal to the minority partner's excess distribution over the investment balance. This charge would be classified as distributions to minority interest partner in excess of investment on the accompanying consolidated statements of operations. Losses were allocated to the minority partner to the extent they did not create a minority deficit, in which case the Partnership recognized 100% of the losses in operating income. The Partnership would recognize 100% of future net income of the Joint Venture to the extent of previously unallocated losses and distributions. Distributions to the minority partner had previously reduced its investment balance to zero in prior years.

 

The Joint Venture had a net income of approximately $12,415,000 for the six months ended June 30, 2008. The minority partner’s share of net income for the six months ended June 30, 2008 was approximately $2,301,000. However, the Partnership recognized approximately $1,055,000 of the minority partners’ share of net income for the six months ended June 30, 2008 which was equal to previous unallocated losses and distributions of the minority partner. For the three and six months ended June 30, 2008, the Joint Venture distributed approximately $6,904,000 of sales proceeds to its partners, of which approximately $1,208,000 was distributed to the minority partner. At June 30, 2008, the minority partner’s share of the investment in Joint Venture was approximately $38,000. At December 31, 2008 the Joint Venture had been liquidated.

 

Liquidity and Capital Resources

 

At June 30, 2009, the Partnership had cash and cash equivalents of approximately $88,000 compared with approximately $7,150,000 at June 30, 2008.  Cash and cash equivalents decreased approximately $179,000 since December 31, 2008 due to approximately $204,000 of cash used in investing activities, partially offset by approximately $16,000 and $9,000 of cash provided by operating and financing activities, respectively.  Cash used in investing activities consisted of property improvements and replacements.  Cash provided by financing activities consisted of advances received from an affiliate of the Managing General Partner, partially offset by payments on advances from an affiliate of the Managing General Partner and principal payments made on the mortgages encumbering the Partnership’s investment property.  The Partnership invests its working capital reserves in interest bearing accounts.  

 

The sufficiency of existing liquid assets to meet future liquidity and capital expenditure requirements is directly related to the level of capital expenditures required at the Partnership’s 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 for the Partnership’s property are detailed below.

 

The Fairway Apartments

 

During the six months ended June 30, 2009 the Partnership completed approximately $164,000 of capital improvements at The Fairway Apartments consisting primarily of appliance, floor and wall covering replacements, kitchen and bath upgrades, sidewalk replacements, and structural and electrical improvements.These improvements were funded from operating cash flow and advances from AIMCO Properties, L.P., an affiliate of the Managing General Partner. 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 the remainder of 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, advances from AIMCO Properties, L.P., although AIMCO Properties, L.P. is not obligated to provide such advances, and Partnership reserves.  To the extent that such 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. The mortgage indebtedness encumbering The Fairway Apartments consists of a first mortgage of approximately $5,075,000 and a second mortgage of approximately $3,859,000 both of which mature on January 1, 2021, at which time balloon payments of approximately $4,163,000 and $3,081,000, respectively, are due.

 

On June 30, 2008, the Partnership obtained a second mortgage loan in the principal amount of $3,900,000 on The Fairway Apartments. The second mortgage loan bears interest at a fixed rate of 6.36% per annum and requires monthly payments of principal and interest of approximately $24,000 beginning on August 1, 2008 through the January 1, 2021 maturity date, at which time a balloon payment of approximately $3,081,000 is due.  The Partnership may prepay the second mortgage loan subject to a prepayment penalty.  In connection with the second mortgage loan, the Partnership also agreed to certain modifications of the existing mortgage loan encumbering The Fairway Apartments.  The modification includes a fixed interest rate of 7.27% per annum and monthly payments of principal and interest of approximately $35,000, beginning August 1, 2008 through the maturity date of January 1, 2021, at which time a balloon payment of approximately $4,163,000 is due.  The previous terms of the existing mortgage loan consisted of a fixed interest rate of 7.27% per annum and monthly payments of principal and interest of approximately $52,000 through the maturity date of January 1, 2021, at which date the mortgage was scheduled to be fully amortized. The Partnership may prepay the first mortgage loan subject to a prepayment penalty.  As a condition of both loans, the lenders required AIMCO Properties, L.P., an affiliate of the Partnership, to guarantee certain non-recourse carveout obligations of the Partnership with respect to the loans. In connection with the second mortgage, the Partnership incurred loan costs of approximately $89,000, of which approximately $53,000 was incurred as of June 30, 2008, which have been capitalized and are included in other assets.

 

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

 

 

Six Months Ended

Per Limited

Six Months Ended

Per Limited

 

June 30, 2009

Partnership Unit

June 30, 2008

Partnership Unit

 

 

 

 

 

Sale (1)

    $    --

   $    --

     $ 1,538

    $ 52.59

Sale (2)

        215

      7.33

         --

         --

 

    $   215

   $  7.33

     $ 1,538

    $ 52.59

 

(1)   Sale proceeds from the 2008 sale of Brighton Crest Apartments.

 

(2)   Distribution attributed to all partners during 2009 from the 2008 payment of Georgia withholding taxes paid on behalf of all partners in connection with the 2008 sale of Brighton Crest Apartments. 
 

Future cash distributions will depend on the levels of net cash generated from operations, the availability of cash reserves and the timing of debt maturities, refinancings, and/or property sale. 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 additional distributions to its partners in 2009 or subsequent periods.

 

Other

 

In addition to its indirect ownership of the managing general partner interest in the Partnership, AIMCO and its affiliates owned 17,824 limited partnership units (the "Units") in the Partnership representing 62.82% 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 62.82% of the outstanding Units, AIMCO and its affiliates are in a position to control all voting decisions with respect to the Partnership. Although the Managing General Partner owes fiduciary duties to the limited partners of the Partnership, the Managing General Partner also owes fiduciary duties to AIMCO as its sole stockholder. As a result, the duties of the Managing General Partner, as managing general partner, to the Partnership and its limited partners may come into conflict with the duties of the Managing General Partner to AIMCO as its sole stockholder.

 

Critical Accounting Policies and Estimates

 

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

 

Impairment of Long-Lived Assets

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

Real property investment is subject to varying degrees of risk.  Several factors may adversely affect the economic performance and value of the Partnership’s investment property.  These factors include, but are not limited to, general economic climate; competition from other apartment communities and other housing options; local conditions, such as loss of jobs or an increase in the supply of apartments that might adversely affect apartment occupancy or rental rates; changes in governmental regulations and the related cost of compliance; increases in operating costs (including real estate taxes) due to inflation and other factors, which may not be offset by increased rents; and changes in tax laws and housing laws, including theenactment 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 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 settlement amounts for alleged unpaid overtime to employees were paid by those partnerships where the respective employees had worked. The Partnership was not required to pay any settlement amounts. 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 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.

 

 

 

 

DAVIDSON GROWTH PLUS, L.P.

 

 

 

By:   Davidson Growth Plus G.P. Corporation

 

      Managing General Partner

 

 

Date: August 12, 2009

By:   /s/Steven D. Cordes

 

      Steven D. Cordes

 

      Senior Vice President

 

 

Date: August 12, 2009

By:   /s/Stephen B. Waters

 

      Stephen B. Waters

 

      Senior Director

 

**DAVIDSON GROWTH PLUS, L.P.**
** **

**EXHIBIT INDEX**

 

Exhibit

 

** **

 3                Agreement of Limited Partnership is incorporated by reference to Exhibit A to the Prospectus of the Registrant dated April 13, 1986 as filed with the Commission pursuant to Rule 424(b) under the Act.

 

 3 A              Amendments to the Partnership Agreement dated August 20, 1986 and January 1, 1987 are incorporated by reference to Exhibit 3A to the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1987.

 

3B               First Amendment to the Davidson Growth Plus, L.P. Limited Partnership Agreement dated October 15, 2008. Incorporated by reference to the Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 2008.

 

 4                Certificate of Limited Partnership dated May 20, 1986 is incorporated by reference to Exhibit 4 to the Registrant's Registration Statement on Form S-11 dated June 23, 1986.

 

10 M              Sterling Crest Joint Venture Agreement dated June 29, 1987 between Freeman Income Real Estate, L.P. and Freeman Georgia Ventures, Inc. is incorporated by reference to Exhibit 10(c) to the Registrant's Report on Form 8 dated December 29, 1987.

 

10 0              Amended and Restated Sterling Crest Joint Venture Agreement dated June 29, 1987 among Freeman Income Real Estate, L.P., Freeman Georgia Ventures, Inc. and the Registrant, is incorporated by reference to Exhibit 10(e) to the Registrant's Report on Form 8 dated December 29, 1987.

 

10 P              Assignment and Indemnity Agreement dated September 25, 1987 among Freeman Georgia Ventures, Inc., the Registrant and Freeman Income Real Estate, L.P. relating to Sterling Crest Apartments, is incorporated by reference to Exhibit 10(a) to the Registrant's Current Report on Form 8-K dated September 25, 1987.

 

10 Q              Warranty Deed dated June 30, 1987 between Sterling Crest Development Partners, Ltd., and Sterling Crest Joint Venture is incorporated by reference to Exhibit 10(b) to the Registrant's Current Report on Form 8-K dated September 25, 1987.

 

10 PP             Purchase and Sale Contract between Brighton Crest, L.P., a South Carolina Limited Partnership and Titan Real Estate Investment Group, LLC, an Ohio limited liability company, dated April 1, 2008 (Incorporated by reference to the Registrant's Current Report on Form 8-K dated April 1, 2008).

 

10 QQ             Purchase and Sale Contract between DGP Village, L.P., a Delaware Limited Partnership and The Reliant Group, Inc., a California Corporation, dated April 24, 2008. (Incorporated by reference to the Registrant's Current Report on Form 8-K dated April 24, 2008.)

 

10 RR             Amended and Restated Multifamily Deed of Trust, Assignment of Rents and Security Agreement and Fixture Filing (Recast Transaction) between Federal Home Loan Mortgage Corporation and The New Fairways, L.P., a Delaware limited partnership, dated June30, 2008. (Incorporated by reference to the Registrant's Current Report on Form 8-K dated June 30, 2008.)
 

10 SS             Amended and Restated Multifamily Note (Recast Transaction) between Federal Home Loan Mortgage Corporation and The New Fairways, L.P., a Delaware limited partnership, dated June 30, 2008. (Incorporated by reference to the Registrant's Current Report on Form 8-K dated June 30, 2008.)

 

10 TT             Multifamily Deed of Trust, Assignment of Rents and Security Agreement and Fixture Filing between Wells Fargo Bank, National Association and The New Fairways, L.P., a Delaware limited partnership, dated June 30, 2008. (Incorporated by reference to the Registrant's Current Report on Form 8-K dated June 30, 2008.)

 

10 UU             Multifamily Note between Wells Fargo Bank, National Association and The New Fairways, L.P., a Delaware limited partnership, dated June 30, 2008. (Incorporated by reference to the Registrant's Current Report on Form 8-K dated June 30, 2008.)

 

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

 

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

 

32.1              Certification of 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.

 

99               Agreement of Limited Partnership for The New Fairways, L.P. between Davidson Growth Plus GP Limited Partnership and Davidson Growth Plus, L.P.