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 June 30, 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 August 8, 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 June 30, 2002 [Unaudited]
and December 31, 2001.................................... 1
Statements of Operations for the three and six months ended
June 30, 2002 and 2001 [Unaudited]....................... 2
Statement of Partners' Capital (Deficit) for the six months
ended June 30, 2002 [Unaudited].......................... 3
Statements of Cash Flows for the six months ended
June 30, 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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June 30, 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 $ 67,069 $ 77,047
Cash - Escrow 52,253 51,588
Cash - Security Deposits 148,095 146,375
Tenant Receivables 15,248 10,384
Other Current Assets 156,159 24,682
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Total Current Assets 438,824 310,076
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Property:
Land 2,296,804 2,296,804
Buildings 6,569,125 6,569,125
Furniture, Fixtures and Improvements 3,163,024 3,057,744
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Totals - At Cost 12,028,953 11,923,673
Less: Accumulated Depreciation (6,041,540) (5,827,021)
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Property - Net 5,987,413 6,096,652
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Other Assets 179,021 166,853
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Total Assets $ 6,605,258 $6,573,581
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Liabilities and Partners' Capital:
Current Liabilities:
Accounts Payable $ 50,821 $ 101,503
Accrued Interest 35,867 36,279
Other Accrued Expenses 101,867 6,768
Due to Related Party 4,539 16,623
Tenant Security Deposits Payable 148,095 146,375
Prepaid Rent 13,886 4,058
Mortgage Payable - Current Portion 109,755 104,586
Deferred Income - Current Portion 7,143 7,143
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Total Current Liabilities 471,973 423,335
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Long-Term Liabilities:
Mortgage Payable - Non-Current Portion 4,305,345 4,361,202
Deferred Income - Non-Current Portion 0 3,571
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Total Long-Term Liabilities 4,305,345 4,364,773
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Contingency
Partners' Capital:
General Partner (1,217,579) (1,218,004)
Limited Partners 3,045,519 3,003,477
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Total Partners' Capital 1,827,940 1,785,473
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Total Liabilities and Partners' Capital $ 6,605,258 $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 Six months ended
June 30, June 30,
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2 0 0 2 2 0 0 1 2 0 0 2 2 0 0 1
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Revenue:
Rental $ 618,180 $ 610,645 $1,232,333 $1,194,104
Tender offer 11,800 0 25,400 0
Interest 327 1,505 627 3,500
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Total Revenue 630,307 612,150 1,258,360 1,197,604
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Expenses:
Operating 161,624 192,882 346,813 337,781
General and administrative 222,956 192,196 412,796 391,127
Tender offer 10,235 0 10,235 0
Interest 107,811 110,204 219,326 220,970
Depreciation and amortization 113,932 103,593 226,723 205,790
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Total expenses 616,558 598,875 1,215,893 1,155,668
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Net income $ 13,749 $ 13,275 $ 42,467 $ 41,936
========== ========= ========== =========
Income per limited
partnership unit $ 0.81 $ 0.78 $ 2.50 $ 2.47
========== ========= ========== =========
Distributions per limited
partnership unit $ 0 $ 0 $ 0 $ 0
Weighted average number of limited
partnership units outstanding 16,788 16,788 16,788 16,788
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 (DEFICIT) [UNAUDITED]
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Total
General Limited Partners'
Partner Partners Capital
Partners' Capital (Deficit) -
December 31, 2001 $(1,218,004) $ 3,003,477 $1,785,473
Net Income for the six months
ended June 30, 2002 425 42,042 42,467
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Partners' Capital (Deficit) -
June 30, 2002 [Unaudited] $(1,217,579) $ 3,045,519 $1,827,940
=========== =========== ==========
See Accompanying Notes to These Financial Statements.
3
FJS PROPERTIES FUND I, L.P.
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STATEMENTS OF CASH FLOWS [UNAUDITED]
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Six months ended
June 30,
2 0 0 2 2 0 0 1
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Operating activities:
Net income $ 42,467 $ 41,936
Adjustments to reconcile net income to
net cash provided by operating activities:
Depreciation 214,519 193,586
Amortization 12,204 12,204
Deferred Income (3,571) (3,571)
Changes in assets and liabilities:
(Increase) in escrow (665) (20,245)
(Increase) in security deposits (1,720) (6,256)
(Increase) in tenant receivables (4,864) (1,688)
(Increase) in other current assets (131,477) (67,827)
(Increase) decrease in other assets (24,372) 28,879
Increase in accounts payable
and accrued expenses 44,005 87,396
Increase (decrease) in prepaid rents 9,828 (508)
(Decrease) in due to related party (12,084) (12,091)
Increase in tenant security deposits 1,720 6,256
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Net cash provided by operating activities 145,990 258,071
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Investing activities:
Capital expenditures (105,280) (145,745)
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Net cash (used in) investing activities (105,280) (145,745)
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Financing activities:
Principal payments on mortgages (50,688) (45,997)
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Net cash (used in) financing activities (50,688) (45,997)
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Net (decrease) increase in cash and cash equivalents (9,978) 66,329
Cash and cash equivalents - beginning of period 77,047 188,122
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Cash and cash equivalents - end of period $ 67,069 $ 254,451
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Supplemental disclosure of cash flow information:
Interest paid $ 219,738 $ 221,344
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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 June 30, 2002, the statements of operations for the
three and six months ended June 30, 2002 and 2001, the statement of partners'
capital (deficit) for the six months ended June 30, 2002, and the statements of
cash flows for the six months ended June 30, 2002 and 2001 have been prepared by
the Partnership without audit. The accompanying unaudited financial statements
have been prepared in accordance with standards 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 June 30, 2002,
and the results of its operations and cash flows for the six 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-to-low 90% range for the second
quarter of 2002. Physical occupancy stands at 95.2% as of August 9, 2002. Of the
14 vacant apartments (excluding the one vacant model apartment) 9 are available
for rent with the remaining 5 apartments pre leased for August occupancy.
Rental revenues increased to $618,180 from $610,645 and to $1,232,333 from
$1,194,104 for the three and six month periods ended June 30, 2002, as compared
to the comparable periods of the prior year. These increases resulted from
increased rental rates at the project together with some increases in
application fees and redecoration fees received, which more than offset
increased service apartment and rent up allowance expenses.
Tender offer revenues during the first and second quarters of 2002 represented
fees received for transfers of limited partnership units under the two tender
offers completed during those quarters. This income was offset by the tender
offer expenses during the second quarter of 2002 for fees for preparation of the
14d-9 form and expenses of filing the form and mailing of the tender offer
response to the limited partners. Both the tender offer income and expenses are
non-recurring items.
Operating expenses, consisting mainly of real estate taxes, repairs and
maintenance and utilities decreased to $161,624 from $192,882 and increased to
$346,813 from $337,781 for the comparable three and six month periods of 2002
and 2001 respectively. The increased spending for repairs and maintenance during
the first quarter of 2002 was reversed during the second quarter which showed a
reduction in spending as compared to the prior year. This was the primary reason
for the increase for the six month periods while showing a decrease for the
three month periods. A similar pattern was shown for water and sewer charges
which showed an increase for the first quarter of 2002 with a reduction for the
second quarter as compared to the prior year.
During the second quarter of 2002 the following sums were expended on
capitalizable replacements.
Item Amount spent
Stoves/Refrigerators/Dishwashers $ 4,547
Carpeting 21,051
Security Lighting 1,400
Tile Replacement 5,475
Counter Tops 2,901
A/C Replacements 6,091
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Total: $ 41,465
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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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General and administrative expenses increased to $222,956 from $192,196 and
increased to $412,796 from $391,127 for the comparable three and six month
periods of the prior year respectively. This result reflects increases in
payroll and court costs and eviction expenses during the periods. In addition,
as discussed below, there was a substantial increase in insurance expense for
the second quarter of 2002 as compared to 2001.
Insurance:
The second quarter general and administrative expenses showed an increase of
$17,143 in insurance expense as compared to 2001. While the annual premium for
combined coverages for the 2001/2002 insurance year was $118,770, the renewal
premium for the period from April 14, 2002 through April 13, 2003, has increased
substantially. The individual components of the premium are: property coverage -
$178,081.42; Basic liability coverage - $40,884.48; and, umbrella liability
coverage - $5,083.10; for an aggregate annual premium of $224,049. 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
deductible 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 have been 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. In addition, at the present
time the excess liability carrier has agreed to assume the defense of the
lawsuit. The attorney retained by the Partnership and MSL will continue to
represent those parties to monitor the litigation and protect the interests of
his clients. 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
Tender Offer:
During June 2002, units were transferred to two entities which acquired the
units through separate tender offers. The following units were transferred to
the indicated purchasers:
Number of Number of Purchaser Price Per Unit
Limited Selling Limited
Partnership Units Partners
1,414 76 Everest FJS Investors LLC
199 S Los Robles Ave
Suite 440
Pasadena, CA 91101 $160
817 42 Kodiak Partners III
4 Orinda Way
Suite 220-D
Orinda, CA 94563 $175
Registrant was 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) had 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. Registrant has subsequently
been advised that the purchaser under this contract has elected not to close
under the contract. Registrant has been advised that the Trustee is presently
seeking other purchasers for his interest.
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: August 8, 2002 By: /s/ Andrew C. Alson
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Andrew C. Alson
(President and Chief Financial Officer)
FJS Properties, Inc.
General Partner
10