Attached files
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EX-32 - CERTIFICATION REQUIRED UNDER SECTION 906 - CAPITAL REALTY INVESTORS IV LIMITED PARTNERSHIP | exhibit32_063012-cri4.htm |
EX-31 - CERTIFICATION REQUIRED UNDER SECTION 302 - CAPITAL REALTY INVESTORS IV LIMITED PARTNERSHIP | exhibit31_063012-cri4.htm |
United States
Securities and Exchange Commission
Washington, D.C. 20549
FORM 10-Q
x
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
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EXCHANGE ACT OF 1934
For the Quarterly Period Ended June 30, 2012
or
o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the transition period from ____________ to ____________
Commission file number 0-13523
CAPITAL REALTY INVESTORS-IV
LIMITED PARTNERSHIP
(Exact Name of Issuer as Specified in its Charter)
Maryland
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52-1328767
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(State of Incorporation)
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(I.R.S. Employer Identification No.)
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11200 Rockville Pike
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Rockville, MD
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20852
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(Address of Principal Executive Offices)
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(ZIP Code)
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(301) 468-9200
(Issuer’s Telephone Number, Including Area Code)
_____________________
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes ¨ No x
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 definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer o Accelerated filer o
Non-accelerated filer (Do not check if a smaller reporting company) o 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 o No x
CAPITAL REALTY INVESTORS-IV LIMITED PARTNERSHIP
INDEX TO FORM 10-Q
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2012
Page
|
||
Part I
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FINANCIAL INFORMATION
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Item 1.
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Financial Statements
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Condensed Consolidated Balance Sheets
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||
- June 30, 2012 and December 31, 2011
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1
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Condensed Consolidated Statements of Operations and Accumulated Losses
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- for the three and six months ended June 30, 2012 and 2011
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2
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Condensed Consolidated Statements of Cash Flows
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||
- for the six months ended June 30, 2012 and 2011
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3
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Notes to Condensed Consolidated Financial Statements
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||
- June 30, 2012 and 2011
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4
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Item 2.
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Management's Discussion and Analysis of Financial Condition
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13
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and Results of Operations
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||
Item 4.
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Controls and Procedures
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15
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Part II
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OTHER INFORMATION
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Item 1.
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Legal Proceedings
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15
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Item 3.
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Defaults upon Senior Securities
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15
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Item 5.
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Other Information
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16
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Item 6.
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Exhibits
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16
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Signature
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17
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Part I. | FINANCIAL INFORMATION |
Item 1. | Financial Statements |
CAPITAL REALTY INVESTORS-IV LIMITED PARTNERSHIP
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
ASSETS
June 30,
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December 31,
|
|||||||
2012
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2011
|
|||||||
Investments in partnerships
|
$ | 1,197,867 | $ | 1,192,336 | ||||
Investment in partnerships held for sale or transfer
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- | 4,767,709 | ||||||
Cash and cash equivalents
|
8,899,619 | 3,962,648 | ||||||
Acquisition fees, principally paid to related parties,
|
||||||||
net of accumulated amortization of $53,240 and $52,268 respectively
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24,519 | 25,491 | ||||||
Property purchase costs,
|
||||||||
net of accumulated amortization of $76,121 and $75,451 respectively
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16,971 | 17,641 | ||||||
Total assets
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$ | 10,138,976 | $ | 9,965,825 | ||||
LIABILITIES AND PARTNERS' CAPITAL
Due on investments in partnerships
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$ | 1,340,000 | $ | 1,340,000 | ||||
Accrued interest payable
|
7,474,283 | 7,225,145 | ||||||
Accounts payable and accrued expenses
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130,093 | 206,365 | ||||||
Total liabilities
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8,944,376 | 8,771,510 | ||||||
Commitments and contingencies
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||||||||
Partners' capital
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||||||||
Capital paid-in:
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||||||||
General Partners
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2,000 | 2,000 | ||||||
Limited Partners
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73,501,500 | 73,501,500 | ||||||
73,503,500 | 73,503,500 | |||||||
Less:
|
||||||||
Accumulated distributions to partners
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(23,219,810 | ) | (23,219,810 | ) | ||||
Offering costs
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(7,562,894 | ) | (7,562,894 | ) | ||||
Accumulated losses
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(41,526,196 | ) | (41,526,481 | ) | ||||
Total partners' capital
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1,194,600 | 1,194,315 | ||||||
Total liabilities and partners' capital
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$ | 10,138,976 | $ | 9,965,825 |
The accompanying notes are an integral part
of these condensed consolidated financial statements.
- 1 -
Part I. | FINANCIAL INFORMATION |
Item 1. | Financial Statements |
CAPITAL REALTY INVESTORS-IV LIMITED PARTNERSHIP
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
AND ACCUMULATED LOSSES
(Unaudited)
For the six months ended
|
For the three months ended
|
|||||||||||||||
June 30,
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June 30,
|
|||||||||||||||
2012
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2011
|
2012
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2011
|
|||||||||||||
Share of income (loss) from partnerships
|
$ | 602,585 | $ | 708,735 | $ | (27,808 | ) | $ | 461,731 | |||||||
Other revenue and expenses
|
||||||||||||||||
Revenue:
|
||||||||||||||||
Interest
|
3,488 | 5,204 | 2,250 | 3,496 | ||||||||||||
Other Income
|
45,916 | - | 45,916 | - | ||||||||||||
49,404 | 5,204 | 48,166 | 3,496 | |||||||||||||
Expenses:
|
||||||||||||||||
Interest
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249,138 | 234,714 | 124,569 | 117,357 | ||||||||||||
Management fee
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187,500 | 187,500 | 93,750 | 93,750 | ||||||||||||
General and administrative
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104,311 | 138,285 | 53,788 | 82,338 | ||||||||||||
State tax
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300 | 1,701 | - | 1,401 | ||||||||||||
Professional fees
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108,813 | 148,825 | 36,163 | 33,689 | ||||||||||||
Amortization of deferred costs
|
1,642 | 1,642 | 821 | 821 | ||||||||||||
651,704 | 712,667 | 309,091 | 329,356 | |||||||||||||
Total other revenue and (expenses)
|
(602,300 | ) | (707,463 | ) | (260,925 | ) | (325,860 | ) | ||||||||
Net income (loss)
|
$ | 285 | $ | 1,272 | $ | (288,733 | ) | $ | 135,871 | |||||||
Accumulated losses, beginning of period
|
(41,526,481 | ) | (43,088,158 | ) | (41,237,463 | ) | (43,222,757 | ) | ||||||||
Accumulated losses, end of period
|
$ | (41,526,196 | ) | $ | (43,086,886 | ) | $ | (41,526,196 | ) | $ | (43,086,886 | ) | ||||
Net income (loss) allocated to
|
||||||||||||||||
General Partners (1.51%)
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$ | 4 | $ | 19 | $ | ( 4,360 | ) | $ | 2,052 | |||||||
Net income (loss) allocated to Initial
|
||||||||||||||||
and Special Limited Partners (1.49%)
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$ | 4 | $ | 19 | $ | ( 4,302 | ) | $ | 2,024 | |||||||
Net income (loss) allocated to
|
||||||||||||||||
Additional Limited Partners (97%)
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$ | 276 | $ | 1,234 | $ | ( 280,071 | ) | $ | 131,795 | |||||||
Net income (loss) per unit of
|
||||||||||||||||
Additional Limited Partner Interest
|
||||||||||||||||
based on 73,337 units outstanding
|
$ | 0.00 | $ | 0.02 | $ | ( 3.82 | ) | $ | 1.80 | |||||||
The accompanying notes are an integral part
of these condensed consolidated financial statements.
- 2 -
Part I. | FINANCIAL INFORMATION |
Item 1. | Financial Statements |
CAPITAL REALTY INVESTORS-IV LIMITED PARTNERSHIP
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
June 30,
|
||||||||
2012
|
2011
|
|||||||
Cash flows from operating activities:
|
||||||||
Net income
|
$ | 285 | $ | 1,272 | ||||
Adjustments to reconcile net income to net cash
|
||||||||
used in operating activities:
|
||||||||
Share of income from partnerships
|
(602,585 | ) | (708,735 | ) | ||||
Amortization of deferred costs
|
1,642 | 1,642 | ||||||
Changes in assets and liabilities:
|
||||||||
Decrease in other assets
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- | 1,588 | ||||||
Increase in accrued interest payable
|
249,138 | 234,714 | ||||||
(Decrease) increase in accounts payable
|
||||||||
and accrued expenses
|
(6,272 | ) | 23,939 | |||||
Net cash used in operating activities
|
(357,792 | ) | (445,580 | ) | ||||
Cash flows from investing activities:
|
||||||||
Receipt of distributions from partnerships
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5,364,763 | 92,148 | ||||||
Disposition fee paid
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(70,000 | ) | - | |||||
Net cash provided by investing activities
|
5,294,763 | 92,148 | ||||||
Net increase ( decrease) in cash and cash equivalents
|
4,936,971 | (353,432 | ) | |||||
Cash and cash equivalents, beginning of year
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3,962,648 | 4,359,494 | ||||||
Cash and cash equivalents, end of year
|
$ | 8,899,619 | $ | 4,006,062 | ||||
The accompanying notes are an integral part
of these condensed consolidated financial statements.
- 3 -
CAPITAL REALTY INVESTORS-IV LIMITED PARTNERSHIP
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2012 and 2011
(Unaudited)
1. ORGANIZATION
Capital Realty Investors-IV Limited Partnership (the “Partnership”) is a limited partnership which was formed under the Maryland Revised Uniform Limited Partnership Act on December 7, 1983. The Partnership was formed for the purpose of raising capital by offering and selling limited partnership interests and then investing in limited partnerships ("Local Partnerships"), each of which owns and operates an existing rental housing project which was originally financed and/or operated with one or more forms of rental assistance or financial assistance from the U.S. Department of Housing and Urban Development ("HUD"). The Partnership originally made investments in forty-seven Local Partnerships. As of June 30, 2012, the Partnership retained investments in four Local Partnerships.
The General Partners of the Partnership are C.R.I., Inc. (“CRI”), which is the Managing General Partner, and current and former shareholders of CRI. Services for the Partnership are performed by CRI, as the Partnership has no employees of its own.
2. BASIS OF PRESENTATION
The accompanying unaudited condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (US GAAP) and with the instructions to Form 10-Q. Certain information and accounting policies and footnote disclosures normally included in financial statements prepared in conformity with US GAAP have been condensed or omitted pursuant to such instructions. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Partnership's annual report on Form 10-K at December 31, 2011.
In the opinion of CRI, the Managing General Partner of the Partnership, the accompanying unaudited consolidated financial statements reflect all adjustments, consisting of normal recurring accruals, necessary for a fair presentation of the financial position of the Partnership as of June 30, 2012, and the results of its operations and its cash flows for the three and six month periods ended June 30, 2012 and 2011. The results of operations for the interim period ended June 30, 2012, are not necessarily indicative of the results to be expected for the full year.
3. INVESTMENTS IN PARTNERSHIPS
At June 30, 2012 and 2011, the Partnership had limited partnership equity interests in four and five Local Partnerships, respectively, each of which owns an apartment complex.
- 4 -
CAPITAL REALTY INVESTORS-IV LIMITED PARTNERSHIP
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2012 and 2011
(Unaudited)
3. INVESTMENTS IN PARTNERSHIPS - Continued
A schedule of the apartment communities owned by the Local Partnerships in which the Partnership is invested is provided below:
PROPERTY
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CITY
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STATE
|
UNITS
|
Fairways
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Naperville
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IL
|
210
|
Northridge Park
|
Salinas
|
CA
|
104
|
Tradewinds
|
Traverse City
|
MI
|
122
|
Westport Village
|
Freeport
|
IL
|
121
|
Under the terms of the Partnership's investment in each Local Partnership, the Partnership was required to make capital contributions to the Local Partnerships. These contributions were payable in installments upon each Local Partnership achieving specified levels of construction and/or operations. At June 30, 2012 and 2011, all such capital contributions had been paid to the Local Partnerships.
a. Summarized financial information
Combined statements of operations for the four and five Local Partnerships in which the Partnership was invested as of June 30, 2012 and 2011, respectively, follow. The combined statements have been compiled from information supplied by the management agents of the Local Partnership properties and are unaudited. The information for each of the periods is presented separately for those Local Partnerships which have investment basis (equity method), and for those Local Partnerships which have cumulative losses in excess of the amount of the Partnership’s investments in those Local Partnerships (equity method suspended). Appended after the combined statements is information concerning the Partnership’s share of income from partnerships related to cash distributions recorded as income, and related to the Partnership’s share of income from Local Partnerships.
- 5 -
CAPITAL REALTY INVESTORS-IV LIMITED PARTNERSHIP
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2012 and 2011
(Unaudited)
3. INVESTMENTS IN PARTNERSHIPS - Continued
COMBINED STATEMENTS OF OPERATIONS
(Unaudited)
For the three months ended
|
||||||||||||||||
June 30,
|
||||||||||||||||
2012
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2011
|
|||||||||||||||
Equity
|
Equity
|
|||||||||||||||
Method
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Suspended
|
Method |
Suspended
|
|||||||||||||
Number of Local Partnerships
|
1 | (c) | 3 | (b) | 2 | (a) | 3 | (c) | ||||||||
Revenue:
|
||||||||||||||||
Rental
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$ | 162,859 | $ | 1,065,718 | $ | 462,745 | $ | 1,104,215 | ||||||||
Other
|
40,501 | 64,304 | 44,023 | 39,655 | ||||||||||||
Total revenue
|
203,360 | 1,130,022 | 506,768 | 1,143,870 | ||||||||||||
Expenses:
|
||||||||||||||||
Operating
|
200,370 | 574,178 | 297,214 | 519,090 | ||||||||||||
Interest
|
-- | 156,185 | -- | 175,767 | ||||||||||||
Depreciation and amortization
|
31,084 | 166,280 | 47,268 | 207,418 | ||||||||||||
Total expenses
|
231,454 | 896,643 | 344,482 | 902,275 | ||||||||||||
Net (loss) income
|
$ | (28,094 | ) | $ | 233,379 | $ | 162,286 | $ | 241,595 | |||||||
Cash distribution (return of distribution)
|
$ | -- | $ | -- | $ | -- | $ | (20,933 | ) | |||||||
Cash distribution recorded
|
||||||||||||||||
as income
|
$ | -- | $ | -- | $ | -- | $ | 302,469 | ||||||||
Partnership's share of Local | ||||||||||||||||
Partnership net (loss) income | (27,808 | ) | -- | 159,262 | -- | |||||||||||
Share of (loss) income from partnerships | $(27,808) | $461,731 | ||||||||||||||
- 6 -
CAPITAL REALTY INVESTORS-IV LIMITED PARTNERSHIP
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2012 and 2011
(Unaudited)
3. INVESTMENTS IN PARTNERSHIPS - Continued
COMBINED STATEMENTS OF OPERATIONS
(Unaudited)
For the six months ended
|
||||||||||||||||
June 30,
|
||||||||||||||||
2012
|
2011
|
|||||||||||||||
Equity
|
Equity
|
|||||||||||||||
Method
|
Suspended
|
Method
|
Suspended
|
|||||||||||||
Number of Local Partnerships
|
1 | (c) | 3 | (b) | 2 | (a) | 3 | (b) | ||||||||
Revenue:
|
||||||||||||||||
Rental
|
$ | 355,677 | $ | 2,113,258 | $ | 901,614 | $ | 2,091,467 | ||||||||
Other
|
73,221 | 106,427 | 75,989 | 96,733 | ||||||||||||
Total revenue
|
428,898 | 2,219,685 | 977,603 | 2,188,200 | ||||||||||||
Expenses:
|
||||||||||||||||
Operating
|
361,143 | 1,167,770 | 584,428 | 1,124,107 | ||||||||||||
Interest
|
-- | 312,370 | -- | 351,534 | ||||||||||||
Depreciation and amortization
|
62,168 | 332,560 | 94,536 | 414,836 | ||||||||||||
Total expenses
|
423,311 | 1,812,700 | 678,964 | 1,890,477 | ||||||||||||
Net income
|
$ | 5,587 | $ | 406,985 | $ | 298,639 | $ | 297,723 | ||||||||
Cash distribution
|
$ | -- | $ | 597,054 | $ | -- | $ | 415,550 | ||||||||
Cash distribution recorded as income
|
$ | -- | $ | 597,054 | $ | -- | $ | 415,550 | ||||||||
Partnership's share of Local | ||||||||||||||||
Partnership net income | 5,531 | -- | 293,185 | -- | ||||||||||||
Share of income from partnershps | $602,585 | $708,735 | ||||||||||||||
____________________
(a)
|
Mary Allen West Tower; Tradewinds
|
|
(b)
|
Fairway Park; Northridge; Westport Village
|
|
(c)
|
Tradewinds
|
|
Cash distributions received from Local Partnerships which have investment basis (equity method) are recorded as a reduction of investments in partnerships and as cash receipts on the respective condensed consolidated balance sheets. Cash distributions received from Local Partnerships which have cumulative losses in excess of the amount of the Partnership’s investments in those Local Partnerships (equity method suspended) are recorded as share of income from partnerships on the respective condensed consolidated statements of operations and as cash receipts on the respective condensed consolidated balance sheets. As of June 30, 2012 and 2011, the Partnership's share of cumulative losses to date for three of the four and for three of the five Local Partnerships, respectively, exceeded the amount of the Partnership's investments in those Local Partnerships by $1,042,753 and $1,844,648, respectively. As the Partnership has no further obligation to advance funds or provide financing to these Local Partnerships, the excess losses have not been reflected in the accompanying condensed consolidated financial statements.
- 7 -
CAPITAL REALTY INVESTORS-IV LIMITED PARTNERSHIP
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2012 and 2011
(Unaudited)
3. INVESTMENTS IN PARTNERSHIPS - Continued
b. Due on investments in partnerships and accrued interest payable
Purchase money notes
The Partnership executed certain purchase money notes payable as part of the acquisition of its equity interests in certain Local Partnerships. The notes are nonrecourse notes secured by a security interest in the Partnership’s interests in the respective Local Partnership. The Partnership's obligations with respect to its investments in Local Partnerships, in the form of nonrecourse purchase money notes having an aggregate principal balance of $1,340,000 plus aggregate accrued interest of $7,474,283 as of June 30, 2012, are payable in full upon the earliest of: (i) sale or refinancing of the respective Local Partnership's rental property; (ii) payment in full of the respective Local Partnership's permanent loan; or (iii) maturity.
The purchase money note related to the following property matured and has not been paid or extended as of June 30, 2012.
Property | Principal |
Accrued
Interest as of
June 30, 2012
|
|
Maturity
|
|||
Westport Village (1)
|
$840,000
|
$3,108,205
|
09/01/99
|
(1) In receivership.
The remaining purchase money note related to Northridge Park matures in 2025. As of June 30, 2012, principal and accrued interest balances were $500,000 and $4,366,078, respectively.
- 8 -
CAPITAL REALTY INVESTORS-IV LIMITED PARTNERSHIP
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2012 and 2011
(Unaudited)
3. INVESTMENTS IN PARTNERSHIPS - Continued
The purchase money notes, which are nonrecourse to the Partnership, are generally secured by the Partnership's interest in the respective Local Partnerships. There is no assurance that the underlying properties will have sufficient appreciation and equity to enable the Partnership to pay the purchase money notes' principal and accrued interest when due. If a purchase money note is not paid in accordance with its terms, the Partnership will either have to renegotiate the terms of repayment or risk losing its partnership interest in the respective Local Partnership. In the event that a purchase money note remains unpaid upon maturity, the noteholder may have the right to foreclose on the Partnership’s interest in the related Local Partnership.
The Partnership's inability to pay certain of the purchase money notes principal and accrued interest balances when due, and the resulting uncertainty regarding the Partnership's continued ownership interest in the related Local Partnerships, does not adversely impact the Partnership's financial condition because the purchase money notes are nonrecourse and secured solely by the Partnership's interest in the related Local Partnerships. Therefore, should the investment in any of the Local Partnerships with matured or maturing purchase money notes not produce sufficient value to satisfy the related purchase money notes, the Partnership's exposure to loss is limited because the amount of the nonrecourse indebtedness of each of the matured or maturing purchase money notes exceeds the carrying amount of the investment in each of the related Local Partnerships. Thus, even a complete loss of the Partnership's interest in these Local Partnerships would not have a material adverse impact on the financial condition of the Partnership.
Interest expense on the Partnership's purchase money notes for the three and six month periods ended June 30, 2012, was $124,569 and $249,138, respectively, and $117,357 and $234,714 for the three and six month periods ended June 30, 2011, respectively. The accrued interest payable on these purchase money notes of $7,474,283 and $7,225,145 as of June 30, 2012 and December 31, 2011, respectively, is due upon the earliest of: (i) sale or refinancing of the respective Local Partnership’s rental property; (ii) payment in full of the respective Local Partnerships’ permanent loans; or (iii) maturity.
c. Assets held for sale or transfer
Westport Village
The mortgage loan encumbering the property associated with the Partnership’s investment in Westport Village is in default. As of June 30, 2012, Westport Village was in receivership pending a foreclosure sale of the property. Accordingly, the Partnership’s basis in the Local Partnership, which totaled $0 at both June 30, 2012 and December 31, 2011, has been reclassified to investment in partnerships held for sale or transfer in the accompanying condensed consolidated balance sheets. There can be no assurance as to the ultimate timing of the foreclosure sale and/or transfer of ownership of the property.
- 8 -
CAPITAL REALTY INVESTORS-IV LIMITED PARTNERSHIP
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2012 and 2011
(Unaudited)
3. INVESTMENTS IN PARTNERSHIPS – Continued
d. Completed sales
Mary Allen West Tower
On October 13, 2011, the Mary Allen West Tower property was sold. At December 31, 2011, the Partnership still had a limited partner interest in the Local Partnership. The investment balance at December 31, 2011 was $4,767,709. This represents the proceeds the Partnership received from the sale of the property. The proceeds were received on February 22, 2012. The Local Partnership was terminated as of December 31, 2011.
From the sale proceeds, the Partnership is obligated to pay CRI, Inc. a fee in the amount of $70,000 for services provided in connection with the sale of the Mary Allen West Tower property. At December 31, 2011 this fee had been accrued and was included in accounts payable and accrued expenses on the accompanying condensed consolidated balance sheets. The fee was paid during the three months ended March, 31, 2012.
Hale Ohana
On March 15, 2008 the Local Partnership entered into a contract with a third party to sell its property for approximately $3,875,000. The sale was completed on March 15, 2011. The sale resulted in gain on disposition of investment in partnerships for financial statement purposes of $1,603,594 in 2011 ($1,048,768 recognized in the period ended March 31, 2011 and $554,825 recognized in the period ended June 30, 2011). As of June 30, 2012, the Partnership’s share of cash proceeds from sale has been received. In accordance with the terms of the Partnership Agreement, in March 2011, the Managing General Partner was paid a disposition fee or $77,500 related to the sale. The fee was netted against the related gain on disposition of investment in partnerships. During the three month period ending June 30, 2012, the Partnership received a distribution of $45,671 relating to the final release of the Local Partnership reserves. As of June 30, 2012, the Local Partnership is in the process of termination.
Madison Square
On May 7, 2008, the Local Managing General Partner signed a contract to sell the property related to Madison Square, Ltd. Dividend Housing Associates (Madison Square) to a non-profit organization. The potential purchaser of the property defaulted on the contract. The mortgage loan encumbering the property associated with the Partnership’s investment in Madison Square is in default. During the year ended December 31, 2011, The Michigan State Housing Development Authority sold the property via deed in lieu of foreclosure. The Partnership’s basis in this Local Partnership was $0 at both June 30, 2012 and December 31, 2011. Acquisition fees and property purchase costs totaled $0 at both June 30, 2012 and December 31, 2011 and 2010. As of December 31, 2011, the Local Partnership was dissolved, and the Partnership no longer holds a limited partner interest in Madison Square. The Partnership did not recognize any loss during 2012 or 2011 from this transaction.
- 10 -
CAPITAL REALTY INVESTORS-IV LIMITED PARTNERSHIP
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2012 and 2011
(Unaudited)
3. INVESTMENTS IN PARTNERSHIPS – Continued
e. Investment Reconciliation
The following is a reconciliation of investments in partnerships at December 31, 2011 and June 30, 2012.
Investments in partnerships at December 31, 2011:
|
$ | 1,192,336 | ||
Share of income from partnerships
|
602,585 | |||
Distribution from Local Partnership
|
(597,054 | ) | ||
Investments in partnerships at June 30, 2012:
|
$ | 1,197,867 |
The following is a reconciliation of investments in partnerships held for sale or transfer at December 31, 2011 and June 30, 2012.
Investments in partnerships held for sale
|
||||
or transfer at December 31, 2011:
|
$ | 4,767,709 | ||
Distribution from Local Partnership
|
(4,767,709 | ) | ||
Investments in partnerships held for sale
|
||||
or transfer at June 30, 2012:
|
$ | -- |
4. RELATED PARTY TRANSACTIONS
In accordance with the terms of the Partnership Agreement, the Partnership is obligated to reimburse the Managing General Partner or its affiliates for certain direct expenses and payroll expenses in connection with managing the Partnership. Payroll expenses are reimbursed at a factor of 1.75 times base salary. For the three and six month periods ended June 30, 2012, the Partnership paid $29,899 and $54,165, respectively, and $39,072 and $78,654 for the three and six month periods ended June 30, 2011, respectively, to the Managing General Partner or its affiliates as direct reimbursement of expenses incurred on behalf of the Partnership. In addition, certain employees of the Managing General Partner provided legal and tax accounting services to the Partnership. These are reimbursed comparable to third party service charges. For the three and six month periods ended June 30, 2012, the Partnership paid $23,689 and $53,888, respectively, and $29,772 and $50,244 for the three and six month periods ended June 30, 2011, respectively, to the Managing General Partner or its affiliates for these services. Such reimbursed expenses are included in the accompanying condensed consolidated statements of operations as general and administrative expenses.
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CAPITAL REALTY INVESTORS-IV LIMITED PARTNERSHIP
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2012 and 2011
(Unaudited)
4. RELATED PARTY TRANSACTIONS - Continued
In accordance with the terms of the Partnership Agreement, the Partnership is obligated to pay the Managing General Partner an annual incentive management fee (“Management Fee”) after all other expenses of the Partnership are paid. The Partnership paid the Managing General Partner a Management Fee of $93,750 for each of the three month periods ended June 30, 2012 and 2011 and $187,500 for each of the six month periods ended June 30, 2012 and 2011.
In accordance with the terms of the Partnership Agreement, in February 2012, the Managing General Partner paid a disposition fee of $70,000 related to the sale of Mary Allen West Tower, which was netted against the related gain on disposition of investment in partnerships.
5. CASH CONCENTRATION RISK
Financial instruments that potentially subject the Partnership to concentrations of risk consist primarily of cash. The Partnership maintains four cash accounts with SunTrust Bank. As of June 30, 2012, the uninsured portion of the cash balances was $1,762,083.
6. SIGNIFICANT SUBSIDIARIES
The following Local Partnership invested in by the Partnership represents more than 20% of the Partnership’s total assets or equity as of June 30, 2012 and 2011 or net income (loss) for the six-month periods then ended. The following financial information represents the performance of this Local Partnership for the six-month periods ended June 30, 2012 and 2011. The combined statements have been compiled from the information supplied by the management agents of the Local Partnership properties and are unaudited.
Tradewinds Terrace
|
2012
|
2011
|
Total Assets
|
$1,358,573
|
$1,430,590
|
Total Liabilities
|
$99,478
|
$238,952
|
Revenue
|
$428,898
|
$453,063
|
Net Income
|
$5,588
|
$52,481
|
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Part I. | FINANCIAL INFORMATION |
Item 2. | Management's Discussion and Analysis |
of Financial Condition and Results of Operations |
The Management's Discussion and Analysis of Financial Condition and Results of Operations section is based on the condensed consolidated financial statements, and contains information that may be considered forward looking, including statements regarding the effect of governmental regulations. Actual results may differ materially from those described in the forward looking statements and will be affected by a variety of factors including national and local economic conditions, the general level of interest rates, governmental regulations affecting the Partnership and interpretations of those regulations, the competitive environment in which the Partnership operates, and the availability of working capital.
Critical Accounting Policies
The Partnership has disclosed its selection and application of significant accounting policies in Note 1 of the notes to financial statements included in the Partnership’s annual report on Form 10-K at December 31, 2011. The Partnership accounts for its investments in partnerships (Local Partnerships) by the equity method because the Partnership is a limited partner in the Local Partnerships. As such the Partnership has no control over the selection and application of accounting policies, or the use of estimates, by the Local Partnerships. Environmental and operational trends, events and uncertainties that might affect the properties owned by the Local Partnerships would not necessarily have a significant impact on the Partnership’s application of the equity method of accounting, since the equity method has been suspended for three Local Partnerships which have cumulative losses in excess of the amount of the Partnership’s investments in those Local Partnerships. The Partnership reviews property assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be fully recoverable. Recoverability is measured by a comparison of the carrying amount of an asset to the estimated future net cash flows expected to be generated by the asset. If an asset were determined to be impaired, its basis would be adjusted to fair value through the recognition of an impairment loss.
Generally accepted accounting principles (GAAP) in the United States provides guidance on when a company should include the assets, liabilities, and activities of a variable interest entity (VIE) in its financial statements and when it should disclose information about its relationship with a VIE. Generally, a variable interest entity, or VIE, is an entity with one or more of the following characteristics: (a) the total equity investment at risk is not sufficient to permit the entity to finance its activities without additional subordinated financial support; (b) as a group the holders of the equity investment at risk lack (i) the ability to make decisions about an entity’s activities through voting or similar rights, (ii) the obligation to absorb the expected losses of the entity, or (iii) the right to receive the expected residual returns of the entity; or (c) the equity investors have voting rights that are not proportional to their economic interests and substantially all of the entity’s activities either involve, or are conducted on behalf of, an investor that has disproportionately few voting rights. The primary beneficiary of a VIE is generally the entity that will receive a majority of the VIE’s expected losses, receive a majority of a VIE’s expected residual returns, or both.
The Partnership does not consolidate the Partnership's interests in these VIE’s under this guidance, as it is not considered to be the primary beneficiary. Accounting guidance requires continued reconsideration as to the consideration of the primary beneficiary. The Partnership currently records the amount of its investment in these partnerships as an asset on its balance sheet, recognizes its share of partnership income or losses in the condensed consolidated statements of operations, and discloses how it accounts for material types of these investments in its financial statements.
The Partnership’s balance in investment in Local Partnerships represents its maximum exposure to loss. The Partnership’s exposure to loss on these partnerships is mitigated by the condition and financial performance of the underlying properties as well as the strength of the local general partners.
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Part I. | FINANCIAL INFORMATION |
Item 2. | Management's Discussion and Analysis |
of Financial Condition and Results of Operations - Continued |
Financial Condition/Liquidity
The Partnership's liquidity, with unrestricted cash resources of $8,899,619, along with anticipated future cash distributions from Local Partnerships, is expected to be adequate to meet its current and anticipated operating cash needs. As of September 27, 2012, there were no material commitments for capital expenditures.
The Partnership closely monitors its cash flow and liquidity position in an effort to ensure that sufficient cash is available for operating requirements. For the six month period ended June 30, 2012, existing cash resources, receipt of distributions from Local Partnerships and sale proceeds received were adequate to support operating cash requirements. Cash and cash equivalents increased $4,936,971 during the six month period ended June 30, 2012, primarily due to sale proceeds received from the disposition of Mary Allen West Tower and the distribution received from Fairway Park.
Results of Operations
The Partnership experienced a net loss for the three month period ended June 30, 2012 compared to net income in 2011, primarily due to a decrease in the share of income from partnerships.
For financial reporting purposes, the Partnership, as a limited partner in the Local Partnerships, does not record losses from the Local Partnerships in excess of its investment to the extent that the Partnership has no further obligation to advance funds or provide financing to the Local Partnerships. As a result, the Partnership's share of income from partnerships for the three and six month periods ended June 30, 2012 did not include income of $217,564 and $398,417, respectively, compared to excluded losses of $7,568 and $25,109 for the three and six month periods ended June 30, 2011, respectively.
Certain taxing authorities may assert claims against the Partnership for failure to withhold and remit income tax on operating profit or where the sale(s) of property in which the Partnership was invested failed to produce sufficient cash proceeds with which to pay the state tax and/or to pay statutory partnership filing fees. The Partnership is unable to quantify the amount of such potential claims at this time. The Partnership has consistently advised its Partners that they should consult with their tax advisors as to the necessity of filing non-resident returns in such states with respect to their proportional taxes due.
No other significant changes in the Partnership's operations have taken place during the three month period ended June 30, 2012.
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Part I. | FINANCIAL INFORMATION |
Item 4. | Controls and Procedures |
a) Disclosure Controls and Procedures.
The Partnership’s management, with the participation of the principal executive officer and principal financial officer of the Managing General Partner, who are the equivalent of the Partnership’s principal executive officer and principal financial officer, respectively, has evaluated the effectiveness of the Partnership’s disclosure controls and procedures (as 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. A control system, no matter how well conceived and operated, can provide only reasonable assurance that the objectives of the control system are met. Based on such evaluation, the principal executive officer and principal financial officer of the Managing General Partner, who are the
equivalents 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 were not effective as a result of insufficient accounting systems and processes in place to ensure timely reports.
The Partnership must rely on the Local Limited Partnerships to provide the Partnership with certain information necessary for the timely filing of the Partnership’s periodic reports. Factors in the accounting at the Local Limited Partnerships have caused delays in the provision of such information during past reporting periods, and resulted in the Partnership’s inability to file its periodic reports in a timely manner.
Once the Partnership has received the necessary information from the Local Limited Partnerships, the Partnership’s principal executive officer and principal financial officer believe that the material information required to be disclosed in the Partnership’s periodic report filings with SEC is effectively recorded, processed, summarized and reported, albeit not in a timely manner. Going forward, the Partnership will use the means reasonably within its power to impose procedures designed to obtain from the Local Limited Partnerships the information necessary for the timely filing of the Partnership’s periodic reports.
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 |
The Partnership is unaware of any pending or outstanding litigation involving it or the underlying investment property of the Local Partnerships in which the Partnership invests that are not of a routine nature arising in the ordinary course of business or that would have a material adverse effect on the business of the Partnership.
Item 3.
|
Defaults upon Senior Securities
|
See Note 3.b. of the notes to consolidated financial statements contained in Part I, Item 1, hereof, for information concerning the Partnership's defaults on certain purchase money notes.
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Part II. | OTHER INFORMATION |
Item 5. | Other Information |
There has not been any information required to be disclosed in a report on Form 8-K during the quarter ended June 30, 2012, but not reported, whether or not otherwise required by this Form 10-Q at June 30, 2012.
There is no established market for the purchase and sale of units of limited partner interest (“Units”) in the Partnership, although various informal secondary market services may exist. Due to the limited markets, however, investors may be unable to sell or otherwise dispose of their Units.
On March 31, 2012, the Partnership issued a press release regarding a “mini-tender offer” commenced by MacKenzie Patterson Fuller, LP for up to 2.8% of the Units in the Partnership, including those already owned by the offeror and its affiliates.
Item 6. | Exhibits |
Exhibit No.
|
Description
|
|
31.1
|
Certification of Principal Executive Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
31.2
|
Certification of Principal Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
32
|
Certification of Principal Executive Officer and Principal Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
All other Items are not applicable.
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SIGNATURE
In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
CAPITAL REALTY INVESTORS-IV
|
|||||
LIMITED PARTNERSHIP | |||||
(Registrant)
|
|||||
September 27, 2012 | by: | /s/ H. William Willoughby | |||
DATE
|
H. William Willoughby
|
||||
Director, President, Secretary,
|
|||||
Principal Financial Officer and | |||||
Principal Acount Officer |
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