** **

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 0-14530

 

 

## DAVIDSON INCOME REAL ESTATE, L.P.

(Exact Name of Registrant as Specified in Its Charter)

 

 

 
| Delaware                        | 62-1242144          |
|---------------------------------|---------------------|
| (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

(Issuer'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.  

[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**

 

 

DAVIDSON INCOME REAL ESTATE, L.P.

 

CONSOLIDATED BALANCE SHEETS

 (in thousands, except unit data)

 

 

June 30,

December 31,

 

2009

2008

 

(Unaudited)

(Note)

Assets

 

 

Cash and cash equivalents

  $    102

  $    162

Receivables and deposits

        53

        67

Other assets

       106

        58

Investment property:

 

 

Land

     1,935

     1,935

Buildings and related personal property

    10,662

    10,457

 

    12,597

    12,392

Less accumulated depreciation

    (8,321)

    (8,020)

 

     4,276

     4,372

 

  $  4,537

  $  4,659

 

 

 

Liabilities and Partners' (Deficiency) Capital

 

 

Liabilities

 

 

Accounts payable

  $     69

  $    138

Tenant security deposit liabilities

        23

        24

Accrued property taxes

        97

       194

Other liabilities

        56

        44

Mortgage notes payable (Note C)

     6,168

     4,796 

 

     6,413

     5,196

 

 

 

Partners' (Deficiency) Capital

 

 

General partners

      (828)

      (788)

Limited partners (26,776 units issued and

 

 

outstanding) 

    (1,048)

       251

 

    (1,876)

      (537)

 

  $  4,537

  $  4,659

 

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 INCOME REAL ESTATE, 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

$   401

$   407

$   801

$   813

    Other income

     31

     37

     68

     77

  Total revenues

    432

    444

    869

    890

 

 

 

 

 

  Expenses:

 

 

 

 

    Operating

    187

    197

    369

    414

    General and administrative

     26

     47

     61

     86

    Depreciation

    152

    125

    301

    246

    Interest

     73

     51

    124

    103

    Property taxes

     46

     50

     97

    100

  Total expenses

    484

    470

    952

    949

 

 

 

 

 

  Loss before equity in income

 

 

 

 

    of joint venture and

 

 

 

 

    discontinued operations

     (52)

     (26)

     (83)

     (59)

  Equity in income of joint

 

 

 

 

    venture (Note D)

     --

  2,313

     --

  2,301

  (Loss) income before

 

 

 

 

    discontinued operations

     (52)

  2,287

     (83)

  2,242

  Loss from discontinued

 

 

 

 

    operations (Note A)

     --

    (45)

     --

    (64)

  Net (loss) income

 $   (52)

$2,242

 $  (83)

$2,178

 

 

 

 

 

  Net (loss) income allocated to

 

 

 

 

    general partners (3%)

 $    (2)

$    67

 $    (2)

$    65

  Net (loss) income allocated to

 

 

 

 

    limited partners (97%)

    (50)

  2,175

    (81)

  2,113

 

 $  (52)

$2,242

  $   (83)

  $ 2,178

 

 

 

 

 

  Per limited partnership unit:

 

 

 

 

   (Loss) income from continuing

 

 

 

 

     operations

 $ (1.87)

$ 82.87

 $ (3.03)

$ 81.23
    Loss from discontinued
     operations

     --

  (1.64)

     --

  (2.32)

 

 $(1.87)

$81.23

  $ (3.03)

  $ 78.91

 

 

 

 

 

  Distributions per limited

 

 

 

 

    partnership unit

$43.85

$53.59

  $ 45.49

  $ 53.59

 

*See Accompanying Notes to Consolidated Financial Statements*

 
 

DAVIDSON INCOME REAL ESTATE, L.P.

 

CONSOLIDATED STATEMENT OF CHANGES IN PARTNERS' (DEFICIENCY) CAPITAL  

(Unaudited)

(in thousands, except unit data)

 

 

 

 

 

 

 

Limited

 

 

 

 

Partnership

General

Limited

 

 
UnitsPartnersPartners
Total

 

 

 

 

 

Original capital contributions

26,776

$     1

$26,776

$26,777

 

 

 

 

 

Partners' (deficiency) capital

 

 

 

 

  at December 31, 2008

26,776

 $  (788)

$   251

 $  (537)

 

 

 

 

 

Distribution to partners

    --

     (38)

  (1,218)

  (1,256)

 

 

 

 

 

Net loss for the six months

 

 

 

 

  ended June 30, 2009

    --

      (2)

     (81)

     (83)

 

 

 

 

 

Partners' deficit

 

 

 

 

  at June 30, 2009

26,776

 $  (828)

 $(1,048)

 $(1,876)

 

*See Accompanying Notes to Consolidated Financial Statements*

DAVIDSON INCOME REAL ESTATE, 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

 $   (83)

$ 2,178

Adjustments to reconcile net (loss) income to net cash

 

 

provided by operating activities:

 

 

Depreciation

    301

    366

Amortization of loan costs

     10

     10

Equity in income of joint venture

     --

  (2,301)

Change in accounts:

 

 

Receivables and deposits

     (32)

     --

Other assets

     (11)

      1

Accounts payable

     (30)

      (3)

Tenant security deposit liabilities

      (1)

      (1)

Accrued property taxes

     (97)

    (127)

Other liabilities

     12

    (27)

Net cash provided by operating activities

     69

     96

 

 

 

Cash flows from investing activities:

 

 

Distribution from joint venture

     --

  1,208

Property improvements and replacements

   (244)

   (148)

Net cash (used in) provided by investing activities

    (244)

  1,060

 

 

 

Cash flows from financing activities:

 

 

Payments on mortgage notes payable

    (128)

    (165)

Proceeds from mortgage note payable

  1,500

     --

Loan costs paid

     (47)

     --

Distributions to partners

  (1,210)

  (1,479)

Advances from affiliates

    169

     --

Payment on advances from affiliates

    (169)

     --

Net cash provided by (used in) financing activities

    115

 (1,644)

 

 

 

Net decrease in cash and cash equivalents

     (60)

    (488)

Cash and cash equivalents at beginning of period

    162

    841

Cash and cash equivalents at end of period

$   102

$   353

 

 

 

Supplemental disclosure of cash flow information:

 

 

Cash paid for interest

$   108

$   165

Supplemental disclosure of non-cash activity:

 

 

  Property improvements and replacements in accounts

 

 

   payable

$    20

$    24

 

 

 

Distribution to partners of Georgia withholding taxes

 

 

  included in receivables and deposits

$    46

$    --

 

At December 31, 2008 and 2007, approximately $59,000 and $3,000 of property improvements and replacements were included in accounts payable and are included in property improvements and replacements for the six months ended June 30, 2009 and 2008, respectively.

 

*See Accompanying Notes to Consolidated Financial Statements*

DAVIDSON INCOME REAL ESTATE, L.P.
 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

 

 
Note A – Basis of Presentation
 

The accompanying unaudited consolidated financial statements of Davidson Income Real Estate, 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 Diversified Properties, Inc. (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 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 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 a subsidiary 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 13, 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 both the three and six months ended June 30, 2008 have been restated to reflect the operations of Bexley House Apartments, which sold on October 22, 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):

 

 

 

 

Loss from

 

Total

Total

Discontinued

 

Revenues

Expenses

Operations

 

 

 

 

Bexley House Apartments

$453

$517

$(64)

 

Certain reclassifications have been made to the 2008 balances to conform to the 2009 presentation.

 

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.  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 the Partnership's investment properties as compensation for providing property management services.  The Partnership paid to such affiliates approximately $43,000 and $66,000 for the six months ended June 30, 2009 and 2008, respectively, which is included in operating expenses and loss from discontinued operations.

 

An affiliate of the Managing General Partner charged the Partnership for reimbursement of accountable administrative expenses amounting to approximately $68,000 and $42,000 for the six months ended June 30, 2009 and 2008, respectively, which are included in general and administrative expenses and investment property. The portion of these reimbursements included in investment property 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 $50,000 and $6,000, respectively.

 

During the six months ended June 30, 2009 AIMCO Properties, L.P. advanced approximately $169,000 to the Partnership to fund operations and pay real estate taxes at Covington Pointe Apartments. There were no advances received or owed during the six months ended June 30, 2008. Interest on the advances was charged at prime plus 1%. Interest expense on the advances was approximately $1,000 for the six months ended June 30, 2009. During the six months ended June 30, 2009, the Partnership repaid AIMCO Properties, L.P. approximately $170,000 which included approximately $1,000 in accrued interest. There were no advances or associated interest outstanding at June 30, 2009 and 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 Agreement provides for payment of a fee to the Managing General Partner for managing the affairs of the Partnership.  The fee is 2% of adjusted cash from operations, as defined in the Partnership Agreement.  The fee is payable only after the Partnership has distributed, to all limited partners, adjusted cash from operations in any year equal to 10% of their adjusted invested capital as defined in the partnership agreement.  No fees were earned for the six months ended June 30, 2009 and 2008 or payable at June 30, 2009 and December 31, 2008.

 

The Partnership insures its property up to certain limits through coverage provided by AIMCO which is generally self-insured for a portion of losses and liabilities related to workers compensation, property casualty, general liability, and vehicle liability.  The Partnership insures its property above the AIMCO limits through insurance policies obtained by AIMCO from insurers unaffiliated with the Managing General Partner.  During the six months ended June 30, 2009, the Partnership was charged by AIMCO and its affiliates approximately $23,000 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 $43,000 for insurance coverage and fees associated with policy claims administration during the year ended December 31, 2008.

 

Note C – Mortgage Financing

 

On March 31, 2009, the Partnership obtained a second mortgage loan in the principal amount of $1,500,000 on Covington Pointe Apartments.  The second mortgage loan bears interest at a fixed rate of 5.67% per annum and requires monthly payments of principal and interest of approximately $9,000 beginning on May 1, 2009 through the February 1, 2016 maturity date.  The second mortgage loan has a balloon payment of approximately $1,344,000 due at maturity.  The Partnership may prepay the second mortgage loan subject to a prepayment penalty.  As a condition of 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 with respect to the new mortgage financing. In connection with this loan the Partnership incurred loan costs of approximately $47,000, which were capitalized and are included in other assets.
 

In accordance with the terms of the second mortgage loan agreement, payment of the loan may be accelerated at the option of the lender if an event of default, as defined in the loan agreement, occurs.  Events of default include nonpayment of monthly principal and interest by the due date, nonpayment of the matured balance of the loan on the maturity date, and the occurrence of any breach or default in the performance of any of the covenants or agreements made by the Partnership.

 

In connection with the second mortgage loan, the Partnership also entered into an early rate lock agreement pertaining to the existing mortgage loan encumbering Covington Pointe.  The existing mortgage loan accrues interest at a fixed interest rate of 3.81% per annum and requires monthly payments of principal and interest of approximately $36,000, beginning August 1, 2003 through the maturity date of July 1, 2010, at which time a balloon payment of approximately $4,416,000 is due.  The early rate lock agreement enables the Partnership to refinance the existing mortgage loan during February 2010 at an expected fixed rate of 5.80% per annum and a new loan amount of $6,000,000.  This new loan would require monthly payments of principal and interest through February 1, 2016, with a balloon payment due at maturity.

 

**Note D – Investment/Deficit in Joint Venture Investment**

 

The Partnership owned a 17.5% interest in the Sterling Crest Joint Venture (the “Joint Venture”) with Davidson Growth Plus, L.P., an affiliate of the Managing General Partner, which owned the remaining 82.5% of the Joint Venture. On June 10, 2008, the Joint Venture sold its investment property, Brighton Crest Apartments, to a third party, for a gross sales price of approximately $21,500,000. The net proceeds realized by the Joint Venture were approximately $21,239,000 after payment of closing costs of approximately $261,000. The Joint Venture distributed approximately $6,904,000 to its partners during June 2008, of which the Partnership’s share was approximately $1,208,000.

 

During the six months ended June 30, 2008, the Partnership recognized approximately $2,301,000 of equity in income of the Joint Venture. At June 30, 2008, the Partnership’s investment in the Joint Venture was approximately $38,000. The Joint Venture was liquidated as of December 31, 2008.

 

The following table represents the net income of the Sterling Crest Joint Venture for the six months ended June 30, 2008 (in thousands):

 

 

Six Months Ended June 30,

 

2008

 

 

Operating revenues

     $ 1,203

Operating expenses

     (1,443)

Operating loss

        (240)

Debt extinguishment costs

      (2,800)

Gain on sale of investment property

     15,455

 

 

Net income

     $12,415

 

**Note E – 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 F – 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 approximately $3,000 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 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, or was responsible for, the release or presence of the hazardous substances. The presence of, or the failure to manage or remedy properly, hazardous substances may adversely affect occupancy at affected apartment communities and the ability to sell or finance affected properties. In addition to the costs associated with investigation and remediation actions brought by government agencies, and potential fines or penalties imposed by such agencies in connection therewith, the presence of hazardous substances on a property could result in claims by private plaintiffs for personal injury, disease, disability or other infirmities. Various laws also impose liability for the cost of removal, remediation or disposal of hazardous substances through a licensed disposal or treatment facility. Anyone who arranges for the disposal or treatment of hazardous substances is potentially liable under such laws. These laws often impose liability whether or not the person arranging for the disposal ever owned or operated the disposal facility. In connection with theownership, 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 documents the Partnership files from time to time with the Securities and Exchange Commission. 
The Partnership's investment property consists of one apartment complex at June 30, 2009.  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

 

 

 

Covington Pointe Apartments

95%

96%

Dallas, Texas 

 

 

 

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 had a net loss of approximately $52,000 and $83,000 for the three and six months ended June 30, 2009, respectively, compared with net income ofapproximately $2,242,000 and $2,178,000 for the three and six months ended June 30, 2008, respectively.  The increase in net loss for the three month period is primarily due to a decrease in equity in income of joint venture, a decrease in total revenues and an increase in total expenses, partially offset by a decrease in loss from discontinued operations. The increase in net loss for the six month period is primarily due to a decrease in equity in income of joint venture and a decrease in total revenues, partially offset by a decrease in loss from discontinued operations.
 

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 both the three and six months ended June 30, 2008 have been restated to reflect the operations of Bexley House Apartments, which sold on October 22, 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):

 

 

 

 

Loss from

 

Total

Total

Discontinued

 

Revenues

Expenses

Operations

 

 

 

 

Bexley House Apartments

$453

$517

$(64)

 

The Partnership owned a 17.5% interest in the Sterling Crest Joint Venture (the “Joint Venture”) with Davidson Growth Plus, L.P., an affiliate of the Managing General Partner, which owned the remaining 82.5% of the Joint Venture. On June 10, 2008, the Joint Venture sold its investment property, Brighton Crest Apartments, to a third party, for a gross sales price of approximately $21,500,000. The net proceeds realized by the Joint Venture were approximately $21,239,000 after payment of closing costs of approximately $261,000. The Joint Venture distributed approximately $6,904,000 to its partners during June 2008, of which the Partnership’s share was approximately $1,208,000. 

 

During the six months ended June 30, 2008, the Partnership recognized approximately $2,301,000 of equity in income of the Joint Venture. At June 30, 2008, the Partnership’s investment in the Joint Venture was approximately $38,000. The Joint Venture was liquidated as of December 31, 2008.

 

Excluding the loss from discontinued operations and equity in income of joint venture, the Partnership had a loss of approximately $52,000 and $83,000 for the three and six months ended June 30, 2009, respectively, compared with a loss of approximately $26,000 and $59,000 for the three and six months ended June 30, 2008, respectively.  The increase in loss before equity in income of joint venture and discontinued operations for the three month period is due to a decrease in total revenues and an increase in total expenses. The increase in loss before equity in income of joint venture and discontinued operations for the six month period is due to a decrease in total revenues. 

 

Total revenues decreased for both periods due to decreases 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.  Other income decreased primarily due to a decrease in resident lease cancellation fees, partially offset by an increase in resident utility reimbursements.  

 

Total expenses increased for the three month period due to increases in depreciation and interest expenses, partially offset by decreases in operating and general and administrative expenses. Total expenses remained relatively constant for the six month period as increases in depreciation and interest expenses were offset by decreases in operating and general and administrative expenses. Property tax expenseremained relatively constant for both the three and six month periods. Depreciation expense increased for both periods due to property improvements and replacements being placed into service during the past twelve months. Interest expense increased for both periods as a result of the addition of a second mortgage loan on Covington Pointe Apartments at the end of March 2009. Operating expense decreased for the six month period primarily due to decreases in administrative and maintenance expenses.  Operating expense decreased for the three month period primarily due to decreases in administrative and advertising expenses.  The decrease in administrative expense for both periods is due to decreases in temporary help and professional fees.  Maintenance expense decreased for the six month period due to decreases in contract security costs and clean up costs expensed during 2008 related to vandalism at the property.  Advertising expense decreased for the three month period as a result of a decrease in national print and periodical advertising.
 

General and administrative expense decreased for both periods due to decreases in management reimbursements and a decrease in audit and tax preparation expense as a result of the 2008 sale of Bexley House Apartments. Included in general and administrative expense for the three and six month periods 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 are costs associated with the quarterly and annual communications with investors and regulatory agencies and the annual audit required by the Partnership Agreement.

 

Liquidity and Capital Resources

 

At June 30, 2009, the Partnership had cash and cash equivalents of approximately $102,000 compared to approximately $353,000 at June 30, 2008.  Cash and cash equivalents decreased approximately $60,000 since December 31, 2008 due to approximately $244,000 of cash used in investing activities, partially offset by approximately $115,000 and $69,000 of cash provided by financing and operating activities, respectively. Cash used in investing activities consisted of property improvements and replacements.  Cash provided by financing activities consisted of proceeds received from the addition of a second mortgage loan on Covington Pointe Apartments and advances received from AIMCO Properties, L.P., an affiliate of the Managing General Partner, partially offset by distributions to partners, repayment of advances from affiliates, payments of principal on the mortgages encumbering the Partnership’s investment property and the payment of loan costs. 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 investment 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.

 

CovingtonPointe Apartments

 

During the six months ended June 30, 2009, the Partnership completed approximately $205,000 of capital improvements at Covington Pointe Apartments, consisting primarily of kitchen and bath upgrades, floor covering, signage, HVAC and appliance replacements. 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 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 or Partnership reserves.  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. The first and second mortgage indebtedness encumbering the Partnership’s investment property of approximately $4,671,000 and $1,497,000, respectively, is amortized over varying periods, with balloon payments of approximately $4,416,000 and $1,344,000 due in July 2010 and February 2016, respectively, for Covington Pointe Apartments. The Managing General Partner will attempt to refinance and/or sell the property prior to such maturity dates. If the property cannot be refinanced or sold for a sufficient amount, the Partnership may risk losing such property through foreclosure.

 

On March 31, 2009, the Partnership obtained a second mortgage loan in the principal amount of $1,500,000 on Covington Pointe Apartments.  The second mortgage loan bears interest at a fixed rate of 5.67% per annum and requires monthly payments of principal and interest of approximately $9,000 beginning on May 1, 2009 through the February 1, 2016 maturity date.  The second mortgage loan has a balloon payment of approximately $1,344,000 due at maturity.  The Partnership may prepay the second mortgage loan subject to a prepayment penalty.  As a condition of 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 with respect to the new mortgage financing. In connection with the loan, the Partnership incurred loan costs of approximately $47,000, which were capitalized and are included in other assets.

 

In accordance with the terms of the second mortgage loan agreement, payment of the loan may be accelerated at the option of the lender if an event of default, as defined in the loan agreement, occurs.  Events of default include nonpayment of monthly principal and interest by the due date, nonpayment of the matured balance of the loan on the maturity date, and the occurrence of any breach or default in the performance of any of the covenants or agreements made by the Partnership.

 

In connection with the second mortgage loan, the Partnership also entered into an early rate lock agreement pertaining to the existing mortgage loan encumbering Covington Pointe.  The existing mortgage loan accrues interest at a fixed interest rate of 3.81% per annum and requires monthly payments of principal and interest of approximately $36,000, beginning August 1, 2003 through the maturity date of July 1, 2010, at which time a balloon payment of approximately $4,416,000 is due.  The early rate lock agreement enables the Partnership to refinance the existing mortgage loan during February 2010 at an expected fixed rate of 5.80% per annum and a new loan amount of $6,000,000.  This new loan would require monthly payments of principal and interest through February 1, 2016, with a balloon payment due at maturity.

 

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

 

 

Six Months

Per Limited

Six Months

Per Limited

 

Ended June 30,

Partnership

Ended June 30,

Partnership

 

2009

Unit

2008

Unit

 

 

 

 

 

Sale (1)

$   --

$   --

$1,479

$53.59

Sale (2)

    46

  1.64

    --

    --

Mortgage financing (3)

 1,210

 43.85

    --

    --

 

$1,256

$45.49

$1,479

$53.59

 

(1)   Additional sale proceeds from the 2007 sale of Lakeside Apartments and the 2008 distribution of sale proceeds from the Sterling Crest Joint Venture sale of its investment property.

 

(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 the Partnership’s Joint Venture investment.
 

(3)   Distribution of proceeds from the March 2009 second mortgage obtained on Covington Pointe Apartments.

 

Future cash distributions will depend on the levels of net cash generated from operations and the timing of 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 capital expenditures to permit additional distributions to its partners during the remainder of 2009 or subsequent periods.

 

Other

 

In addition to its indirect ownership of the general partner interests in the Partnership, AIMCO and its affiliates owned 13,236.50 limited partnership units (the "Units") in the Partnership representing 49.43% 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 49.43% of the outstanding Units, AIMCO and its affiliates are in a position to influence 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 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 approximately $3,000 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 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 INCOME REAL ESTATE, L.P.

 

 

 

By:   Davidson Diversified Properties, 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

 

 

**DAVIDSON INCOME REAL ESTATE, LP**
** **

**EXHIBIT INDEX**

 

 

Exhibit

 

3                Agreement of Limited Partnership is incorporated by reference to Exhibit A to the Prospectus of the Registrant dated July 26, 1985 as filed with the Commission pursuant to Rule 424(b) under the Act.

 

3A               Amendment to Partnership Agreement dated October 1, 1985 is incorporated by reference to Exhibit 3A to the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1987.

 

4                Certificate of Limited Partnership dated April 29, 1985 is incorporated by reference to Exhibit 4 to the Registrant's Registration Statement on Form S-11 dated May 7, 1985.

 

4A               Certificate of Amendment to Certificate of Limited Partnership dated July 16, 1985 is incorporated by reference to Exhibit 4B in Amendment No. 1 to Registration Statement No. 2-97539, dated July 24, 1985.

 

10Q              Contract for Sale of Real Estate for Covington Pointe Apartments dated January 20, 1987 between F.G.M.C. Investment Corp., a Texas corporation Tennessee Trust Company, a Tennessee corporation, is incorporated by reference to Exhibit 10(a) to the Registrant's Current Report on Form 8-K dated March 10, 1987.

 

10R              Amendment to Contract for Purchase of Real Estate for Covington Pointe Apartments dated January 23, 1987 between F.G.M.C. Investment Corp., a Texas corporation Tennessee Trust Company, a Tennessee corporation, is incorporated by reference to Exhibit 10(b) to the Registrant's Current Report on Form 8-K dated March 10, 1987.

 

10S              Assignment of Contract for Purchase of Real Estate for Covington Pointe Apartments dated March 2, 1987 between Tennessee Trust Company and the Registrant is incorporated by reference to Exhibit 10(c) to the Registrant's Current Report on Form 8-K dated March 10, 1987.

 

10TT             Contracts related to refinancing of debt of Covington Pointe Apartments:

 

(a)    Multifamily Note dated June 26, 2003 between AIMCO Covington Pointe, L.P., a Delaware limited partnership, and Keycorp Real Estate Capital Markets, Inc., an Ohio corporation, incorporated by reference to Form 8-K dated June 26, 2003.

 

(b)    Multifamily Deed of Trust, Assignment of Rents, Security Agreement and Fixture Filing dated June 26, 2003 between AIMCO Covington Pointe, L.P., a Delaware limited partnership, and Keycorp Real Estate Capital Markets, Inc., an Ohio corporation, incorporated by reference to Form 8-K dated June 26, 2003.

 

(c)    Replacement Reserve and Security Agreement dated June 26, 2003 between AIMCO Covington Pointe, L.P., a Delaware limited partnership, and Keycorp Real Estate CapitalMarkets, Inc., an Ohio corporation, incorporated by reference to Form 8-K dated June 26, 2003.
 

10XX             Reinstatement of and Second Amendment to Purchase and Sale Contract between Brighton Crest, L.P., a South Carolina Limited Partnership and Tital Real Estate Investment Group, LLC, an Ohio limited liability company, dated June 5, 2008. Filed with Current Report on Form 8-K of Registrant dated June 5, 2008 and incorporated herein by reference.

 

10 YY            Agreement for Purchase and Sale and Joint Escrow Instructions between Bexley House, L.P., a Delaware limited partnership, and the affiliated Selling Partnerships and JRK Property Holdings, Inc., a California corporation and JRK Birchmont Advisors, LLC, a Delaware limited liability company, dated September 29, 2008.  Filed with Current Report on Form 8-K of Registrant dated September 29, 2008 and incorporated herein by reference.

 

10 ZZ            First Amendment to Agreement for Purchase and Sale and Joint Escrow Instructions between Bexley House, L.P., a Delaware limited partnership, and the affiliated Selling Partnerships and JRK Property Holdings, Inc., a California corporation and JRK Birchmont Advisors, LLC, a Delaware limited liability company, dated September 30, 2008. Filed with Current Report on Form 8-K of Registrant dated September 29, 2008 and incorporated herein by reference.

 

10 AAA           Second Amendment to Agreement for Purchase and Sale and Joint Escrow Instructions between Bexley House, L.P., a Delaware limited partnership, and the affiliated Selling Partnerships and JRK Property Holdings, Inc., a California corporation and JRK Birchmont Advisors, LLC, a Delaware limited liability company, dated October 2, 2008.  Filed with Current Report on Form 8-K of Registrant dated September 29, 2008 and incorporated herein by reference.

 

10 BBB           Third Amendment to Agreement for Purchase and Sale and Joint Escrow Instructions between Bexley House, L.P., a Delaware limited partnership, and the affiliated Selling Partnerships and JRK Property Holdings, Inc., a California corporation and JRK Birchmont Advisors, LLC, a Delaware limited liability company, dated October 21, 2008.  Filed with Current Report on Form 8-K of Registrant dated October 22, 2008 and incorporated herein by reference.

 

10 CCC           Multifamily Note between Keycorp Real Estate Capital Markets, Inc., an Ohio corporation and AIMCO Covington Pointe, L.P., a Delaware limited partnership, dated March 31, 2009. Filed with Current Report on Form 8-K of Registrant dated March 31, 2009 and incorporated herein by reference.

 

10 DDD           Multifamily Deed of Trust, Assignment of Rents and Security Agreement and Fixture Filing between Keycorp Real Estate Capital Markets, Inc., an Ohio corporation and AIMCO Covington Pointe, L.P., a Delaware limited partnership, dated March 31, 2009. Filed with Current Report on Form 8-K of Registrant dated March 31, 2009 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 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.

 

99A              Agreement of Limited Partnership for Davidson IRE GP Limited Partnership between Davidson Diversified Properties, Inc. and Davidson Income Real Estate, L.P. entered into on September 15, 1993 is incorporated by reference to Exhibit 99A to the Registrant's Quarterly Report on Form 10-QSB for the quarter ended September 30, 1993.

 

99B              Agreement of Limited Partnership for Davidson IRE Associates, L.P. between Davidson IRE GP Limited Partnership and Davidson Income Real Estate, L.P. is incorporated by reference to Exhibit 99B to the Registrant's Quarterly Report on Form 10-QSB for the quarter ended September 30, 1993.