UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
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FORM 10-Q
Quarterly Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the quarter ended March 31, 2002 Commission File Number 0-15755
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FJS PROPERTIES FUND I, L.P.
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(Exact name of registrant as specified in its charter)
Delaware 13-3252067
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(State or other jurisdiction of (I.R.S. Employer
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incorporation or organization) Identification No.)
One Airport Road
Lakewood, NJ 08701
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(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (732) 363-0666
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Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 of 15(d) of the Securities and Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No
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Authorized 100,000 limited partnership interests of which 16,788 have been sold
as of May 5, 2002.
FJS PROPERTIES FUND I, L.P.
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INDEX
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Part I: FINANCIAL INFORMATION
Item 1: Financial Statements
Balance sheets as of March 31, 2002 [Unaudited]
and December 31, 2001.................................... 1
Statement of Operations for the three months ended
March 31, 2002 and 2001 [Unaudited]...................... 2
Statement of Partners' Capital for the three months
ended March 31, 2002 [Unaudited]......................... 3
Statements of Cash Flows for the three months ended
March 31, 2002 and 2001 [Unaudited]...................... 4
Notes to Financial Statements [Unaudited]................ 5
Item 2: Management's Discussion and Analysis of Financial Condition
and Results of Operations................................ 6
Part II: OTHER INFORMATION
Item 1: Legal Proceedings........................................ 8
Item 5: Other Information........................................ 9
Item 6: Exhibits and Reports on Form 8-K......................... 9
Signature......................................................... 10
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
FJS PROPERTIES FUND I, L.P.
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BALANCE SHEETS
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March 31, December 31,
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2 0 0 2 2 0 0 1
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[Unaudited]
Assets:
Current Assets:
Cash and Cash Equivalents $ 77,352 $ 77,047
Cash - Escrow 125,204 51,588
Cash - Security Deposits 151,203 146,375
Tenant Receivables 9,042 10,384
Other Current Assets 2,244 24,682
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Total Current Assets 365,045 310,076
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Property:
Land 2,296,804 2,296,804
Buildings 6,569,125 6,569,125
Furniture, Fixtures and Improvements 3,121,559 3,057,744
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Totals - At Cost 11,987,488 11,923,673
Less: Accumulated Depreciation (5,933,710) (5,827,021)
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Property - Net 6,053,778 6,096,652
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Other Assets 175,922 166,853
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Total Assets $ 6,594,745 $6,573,581
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Liabilities and Partners' Capital:
Current Liabilities:
Accounts Payable $ 79,053 $ 101,503
Accrued Interest 36,076 36,279
Other Accrued Expenses 39,928 6,768
Due to Related Party 19,734 16,623
Tenant Security Deposits Payable 151,203 146,375
Prepaid Rent 4,881 4,058
Mortgage Payable - Current Portion 107,139 104,586
Deferred Income - Current Portion 7,143 7,143
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Total Current Liabilities 445,157 423,335
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Long-Term Liabilities:
Mortgage Payable - Non-Current Portion 4,333,613 4,361,202
Deferred Income - Non-Current Portion 1,785 3,571
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Total Long-Term Liabilities 4,335,398 4,364,773
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Contingency
Partners' Capital:
General Partner (1,217,717) (1,218,004)
Limited Partners 3,031,907 3,003,477
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Total Partners' Capital 1,814,190 1,785,473
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Total Liabilities and Partners' Capital $ 6,594,745 $6,573,581
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See Accompanying Notes to These Financial Statements.
1
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
FJS PROPERTIES FUND I, L.P.
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STATEMENTS OF OPERATIONS [UNAUDITED]
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Three months ended
March 31,
2 0 0 2 2 0 0 1
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Revenue:
Rental $ 614,153 $ 583,458
Tender Offer Income 13,600 0
Interest 300 1,996
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Total Revenue 628,053 585,454
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Expenses:
Operating 185,190 144,899
General and administrative 189,840 198,930
Interest 111,515 110,767
Depreciation and amortization 112,791 102,196
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Total expenses 599,336 556,792
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Net income $ 28,717 $ 28,662
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Income per limited partnership unit $ 1.69 $ 1.69
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Distributions per limited partnership unit. $ 0.00 $ 0.00
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Weighted average number of limited
partnership units outstanding 16,788 16,788
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See Accompanying Notes to These Financial Statements.
2
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
FJS PROPERTIES FUND I, L.P.
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STATEMENT OF PARTNERS' CAPITAL [UNAUDITED]
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Total
General Limited Partners'
Partner Partners Capital
Partners' Capital -
December 31, 2001 $(1,218,004) $ 3,003,477 $1,785,473
Net Income for the three months
ended March 31, 2002 287 28,430 28,717
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Partners' Capital -
March 31, 2002 [Unaudited] $(1,217,717) $ 3,031,907 $1,814,190
============ =========== ==========
See Accompanying Notes to These Financial Statements.
3
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
FJS PROPERTIES FUND I, L.P.
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STATEMENTS OF CASH FLOWS [UNAUDITED]
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Three months ended
March 31,
2 0 0 2 2 0 0 1
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Operating activities:
Net income $ 28,717 $ 28,662
Adjustments to reconcile net income to
net cash provided by operating activities:
Depreciation 106,689 96,095
Amortization 6,102 6,101
Deferred Income (1,786) (1,786)
Changes in Assets and Liabilities:
(Increase) in escrow (73,616) (62,457)
(Increase) in security deposits (4,828) (15,418)
Decrease in tenant receivables 1,342 7,745
Decrease in other current assets 22,438 15,260
(Increase) in other assets (15,171) (15,586)
Increase in accounts payable
and accrued expenses 10,507 751
Increase (Decrease) in prepaid rents 823 (9,005)
Increase (Decrease) in due to related party 3,111 (12,039)
Increase in tenant security deposits 4,828 15,418
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Net Cash Provided by Operating Activities 89,156 53,741
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Investing Activities:
Capital Expenditures (63,815) (81,915)
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Net Cash (used in) Investing Activities (63,815) (81,915)
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Financing Activities:
Principal Payments on Mortgages (25,036) (22,719)
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Net cash (used in) Financing Activities (25,036) (22,719)
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Net increase (decrease) in cash and cash equivalents 305 (50,893)
Cash and Cash Equivalents - Beginning of Period 77,047 188,122
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Cash and Cash Equivalents - End of Period $ 77,352 $ 137,229
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Supplemental disclosure of cash flow information:
Interest paid $ 111,718 $ 111,134
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For purposes of the statement of cash flows, the Company considers all highly
liquid debt instruments purchased with a maturity of three months or less to be
cash equivalents.
See Accompanying Notes to These Financial Statements.
4
FJS PROPERTIES FUND I, L.P.
NOTES TO FINANCIAL STATEMENTS
[UNAUDITED]
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[A] Significant Accounting Policies
Significant accounting policies of FJS Properties Fund I, L.P. are set forth in
the Partnership's Form 10-K for the year ended December 31, 2001, as filed with
the Securities and Exchange Commission.
[B] Basis of Reporting
The balance sheet as of March 31, 2002, the statements of operations for the
three months ended March 31, 2002 and 2001, the statement of partners' capital
(deficit) for the three months ended March 31, 2002, and the statements of cash
flows for the three months ended March 31, 2002 and 2001 have been prepared by
the Partnership without audit. The accompanying unaudited financial statements
have been prepared in accordance with accounting principles generally accepted
in the United States of America for interim financial information and with the
instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do
not include all of the information and footnotes required by accounting
principles generally accepted in the United States of America for complete
financial statements. In the opinion of the managing partner, such statements
include all adjustments [consisting only of normal recurring items] which are
considered necessary for a fair presentation of the financial position of the
Partnership at March 31, 2002, and the results of its operations and cash flows
for the three months then ended. It is suggested that these financial statements
be read in conjunction with Form S-11 filed with the Securities and Exchange
Commission on April 25, 1985 and with the financial statements and notes
contained in the Partnership's Form 10-K for the year ended December 31, 2001.
[C] Contingency
In 2001, a lawsuit was filed against the Partnership seeking damages in excess
of $15,000 for injuries sustained by a tenant of the property. At the time of
this alleged incident the Partnership was insured under a $1,000,000 primary,
general liability policy issued by Reliance Insurance Company of Illinois and
under an excess liability policy issued by Twin City Fire Insurance Company
providing excess liability coverage of $20 million. The excess coverage policy
only covers liability over and above the underlying $1,000,000 of coverage, and
does not provide any coverage of the first $1,000,000 of any potential judgment.
In June 2001, Reliance filed for bankruptcy-court protection and was liquidated
in October 2001.
The ultimate resolution of this matter is not presently determinable and,
accordingly, no provision for any outcome that may result has been made in these
financial statements.
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FJS PROPERTIES FUND I, L.P.
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Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
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LIQUIDITY AND CAPITAL RESOURCES
As of the present date, the Partnership owns and operates one Property, the
Pavilion Apartments, and does not intend to acquire any other property.
Cash flow from Pavilion should be sufficient to permit the Partnership to make
the constant monthly payments due prior to maturity on the first mortgage and to
meet its monthly operating expenses. However, should there be a significant
decrease in Pavilion's occupancy or rental rates, there can be no assurance that
the Partnership would be able to obtain sufficient funds to make such payments.
OPERATIONS
The Partnership has operated the Pavilion Apartments, located in West Palm
Beach, Florida since January 1985.
The project operated with occupancies in the mid-90% range for the first quarter
of 2002. Physical occupancy stands at 96% as of April 22, 2002. Of the 10 vacant
apartments (excluding the one vacant model apartment) 4 are available for rent
with the remaining 6 apartments pre leased for May occupancy.
Rental revenues for the three month period ended March 31, 2002, increased to
$614,153 as compared to $583,458 for the comparable period of the prior year.
The increase resulted from an increase in the rent roll for the property
together with a decrease in vacancies at the Pavilion Apartments. The $13,600 of
tender offer income resulted from transfer fees received in connection with the
processing of 136 transfers submitted after the closing of the outside third
party tender offer in December 2001.
Operating expenses, consisting mainly of real estate taxes, repairs and
maintenance and utilities increased to $185,190 from $144,899 for the comparable
three month periods of 2002 and 2001 respectively. This increase resulted from
increased expenditures for repairs and maintenance as well as increased water
and sewer charges at the Pavilion Apartments.
During the first quarter of 2002 the following sums were expended on
capitalizable replacements.
Item Amount spent
Stoves/Refrigerators/Dishwashers $ 9,752
Carpeting $ 28,192
Tile Replacement $ 10,588
HVAC Replacement $ 7,994
Security Lighting $ 4,149
Counter Tops $ 3,140
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Total: $ 63,815
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General and administrative expenses decreased to $189,840 as compared to
$198,930 for the comparable three month period of the prior year. This reflects
decreases in court costs and evictions which were partially offset by increases
in payroll, insurance and professional fees.
6
FJS PROPERTIES FUND I, L.P.
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Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
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Insurance:
While the first quarter general and administrative expenses showed an increase
of $7,177 in insurance expense as compared to 2001, the Partnership has received
notice that the renewal premium for the period from April 1, 2002 through March
31, 2003, has increased substantially from $118,770 to $219,634. This increase
is a result of overall increases in property insurance costs in the country as
well as the withdrawal of a number of insurance companies from the Florida
insurance market. In addition to the increase in premium for this coverage,
certain limitations have also been added on the coverage itself. The wind/hail
deductable has been increased from 3% to 5% and a minimum wind/hail damage claim
of $250,000 per occurrence has been added. Finally, the insurance brokers
attempting to place this coverage were unable to obtain a quotation solely from
insurance carriers admitted to issue coverage in the state of Florida.
Consequently, although companies (both admitted and non- admitted) sharing this
coverage are all rated by A.M. Best as Excellent/Secure or better, in the event
of insolvency of such company, any potential liability not covered by the
non-admitted insurance companies would not be covered by the Florida Insurance
Guaranty Association. Each of the seven insurance companies participating in the
coverage are assigned a financial size category by A.M. Best of $250 Million
dollars or greater.
Because the insurance premium has increased substantially over last year's
premium, the insurance escrow held by the first mortgagee has insufficient funds
available to pay the renewal premium. The Partnership has reached an agreement
with the mortgagee of the Pavilion Apartments for the use of various escrow
funds held by the mortgagee for the payment of this premium, and for the
financing of the balance of the premium with the insurance agent for the
property. An aggregate of approximately $181,405 will be utilized from the real
estate tax escrow, insurance escrow and replacement reserve escrow towards the
premium payment. The balance of approximately $38,300 will be paid without
interest over a nine month period. The monthly escrow deposits required by the
first mortgage will be adjusted to reestablish the respective escrows to their
required balances over the next year.
It is anticipated that the cash flow from the Pavilion Apartments will be
sufficient to make the required increased escrow deposits, however this will
result in a decrease in the funds available for repairs and replacements and
capitalizable items which would otherwise be performed at the property. This may
adversely affect the ability of the Pavilion Apartments to compete in the local
real estate market.
INFLATION
As of the present date, inflation has not had a major impact on the operations
of the Partnership.
7
FJS PROPERTIES FUND I, L.P.
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PART II - OTHER INFORMATION
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Item 1. Legal Proceedings
In July 2001, Mario Raymond, as plaintiff, filed a lawsuit (the
"Raymond Lawsuit"), Case No:0101164412, in the Circuit Court of the Seventeenth
Judicial Circuit, Broward County Florida. Named defendants in the action were:
(a) the Partnership, (b) FJS Properties, Inc., the general partner of the
Partnership, and (c) MSL Property Management, Inc., the onsite managing agent of
the Pavilion Apartments. Plaintiff alleged that he was a tenant at the Pavilion
Apartments in September 1997, and that "a burner of the kitchen stove supplied
by defendants turned on by itself, overheating and boiling hot oil on said
burner creating a fire." Plaintiff alleged that "as a result, he became severely
burned over 23% of his body." Plaintiff further alleged that "the defendants had
previously been notified that the kitchen stove had a propensity to turn on by
itself and asked that it be replaced." Plaintiff claims defendants breached
their duty to maintain the apartment in a safe and careful manner causing injury
to Plaintiff. Plaintiff seeks damages "in excess of Fifteen Thousand
($15,000.00) Dollars" for injuries, pain and suffering, lost wages, medical
expenses, and other items both presently and in the future. There is no limit on
the damages claimed or which could be awarded.
At the time of this alleged incident the Pavilion Apartments was
insured under a $1,000,000 primary, general liability policy issued by Reliance
Insurance Company of Illinois, and under an umbrella liability policy issued by
Twin City Fire Insurance Company providing excess liability coverage of Twenty
Million Dollars. The excess coverage policy only covers liability over and above
the underlying One Million Dollars of coverage, and does not provide any
coverage for the first One Million Dollars of any potential judgement.
In June 2001, Reliance Group Holdings Inc. ("Reliance"), the former
parent of Reliance Insurance Company of Illinois, filed for bankruptcy-court
protection, and in October 2001, the Commonwealth Court of Pennsylvania ordered
the liquidation of the Reliance which included Reliance Insurance Company of
Illinois which had been consolidated into the Reliance Group Holdings Inc.
Upon the insolvency of Reliance the Florida Insurance Guaranty
Association, Inc. ("FIGA") was notified of the Raymond Lawsuit and it assumed
the obligations of Reliance up to the Florida statutory limit of $300,000 per
claim. On February 19, 2002, FIGA advised that the Raymond Lawsuit "claim does
not fall within the scope of the 'Florida Insurance Guaranty Association Act'",
in that the "policy was written with Reliance Insurance Company of Illinois.
This company was not admitted and was not a member insurer as defined by the
Florida Insurance Guaranty Association Statute." As an "out-of-state" insurer,
its obligations would not be covered by the FIGA, and sole recourse is in a
claim against the Receiver for Reliance in the Pennsylvania Liquidation
proceeding.
The Partnership and MSL Property Management, Inc. have engaged an
attorney to represent the defendants in the Raymond Lawsuit. The Partnership is
unable at this time to predict the outcome of the lawsuit or to quantify the
potential liability of the Partnership in this action.
8
FJS PROPERTIES FUND I, L.P.
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PART II - OTHER INFORMATION
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Item 5. Other Information
Registrant has been advised that Donald F. Conway, C.P.A. as the Trustee in the
Chapter 11 Bankruptcy Proceeding involving Robert E. Brennan as Debtor, pending
in the United States Bankruptcy Court for the District of New Jersey (Case No
95-35502) has entered into a contract for the sale of the trustee's 80% interest
in the common stock of the general partner of Registrant to Pavilion Apartments
LLC, a Florida limited liability company. On April 22, 2002, an order was
entered by the Bankruptcy Court approving the sale. If a closing under this
contract were to occur as contemplated by the contract and order, this would
constitute a change of control Registrant to Pavilion Apartments LLC. The
principals of Pavilion Apartments LLC are Murray and Sheldon Liebowitz, who for
more than the past five years have been the principal owners and operators of
MSL Property Management Inc., the onsite managing agent for the Pavilion
Apartments.
Item 6. Exhibits and Reports on Form 8-K
[a] Exhibits as required by Item 601 of Regulation S-K:
None Required
[b] Reports on Form 8-K:
None filed during the quarter for which this report is submitted.
9
FJS PROPERTIES FUND I, L.P.
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SIGNATURE
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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.
FJS PROPERTIES FUND I, L.P.
Date: May 5, 2002 By: /s/ Andrew C. Alson
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Andrew C. Alson
(President and Chief Financial Officer)
FJS Properties, Inc.
General Partner
10