FORM 10-QSB--QUARTERLY OR TRANSITIONAL REPORT UNDER SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
QUARTERLY OR TRANSITIONAL REPORT
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended September 30, 1999
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ......... to ........
Commission file number 0-10255
SHELTER PROPERTIES I
(Exact name of small business issuer as specified in its charter)
South Carolina 57-0707398
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
55 Beattie Place, Post Office Box 1089
Greenville, South Carolina 29602
(Address of principal executive offices)
(864) 239-1000
(Issuer's telephone number)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 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
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
a)
SHELTER PROPERTIES I
CONSOLIDATED BALANCE SHEET
(Unaudited)
(in thousands, except per unit data)
September 30, 1999
Assets
Cash and cash equivalents $ 1,328
Receivables and deposits 299
Restricted escrows 709
Other assets 263
Investment properties:
Land $ 1,428
Buildings and related personal property 19,537
20,965
Less accumulated depreciation (14,710) 6,255
$ 8,854
Liabilities and Partners' Deficit
Liabilities
Accounts payable $ 44
Tenant security deposit liabilities 145
Accrued property taxes 140
Other liabilities 287
Mortgage notes payable 11,286
Partners' Deficit
General partners $ (56)
Limited partners (15,000 units issued and
outstanding) (2,992) (3,048)
$ 8,854
See Accompanying Notes to Consolidated Financial Statements
b)
SHELTER PROPERTIES I
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(in thousands, except unit data)
Three Months Ended Nine Months Ended
September 30, September 30,
1999 1998 1999 1998
Revenues:
Rental income $1,311 $1,247 $3,881 $ 3,722
Other income 64 79 186 231
Total revenues 1,375 1,326 4,067 3,953
Expenses:
Operating 580 584 1,578 1,640
General and administrative 47 49 141 163
Depreciation 175 163 480 473
Interest 235 237 709 713
Property taxes 70 84 212 210
Total expenses 1,107 1,117 3,120 3,199
Net income $ 268 $ 209 $ 947 $ 754
Net income allocated to
general partners (1%) $ 2 $ 2 $ 9 $ 7
Net income allocated to
limited partners (99%) 266 207 938 747
$ 268 $ 209 $ 947 $ 754
Net income per limited
partnership unit $17.73 $13.80 $62.53 $ 49.80
Distributions per limited
partnership unit $19.80 $52.80 $85.80 $ 52.80
See Accompanying Notes to Consolidated Financial Statements
c)
SHELTER PROPERTIES I
CONSOLIDATED STATEMENT OF CHANGES IN PARTNERS' DEFICIT
(Unaudited)
(in thousands, except unit data)
Limited
Partnership General Limited
Units Partners Partners Total
Original capital contributions 15,000 $ 2 $15,000 $15,002
Partners' deficit at
December 31, 1998 15,000 $ (52) $(2,643) $(2,695)
Distributions to partners -- (13) (1,287) (1,300)
Net income for the nine months
ended September 30, 1999 -- 9 938 947
Partners' deficit at
September 30, 1999 15,000 $ (56) $(2,992) $(3,048)
See Accompanying Notes to Consolidated Financial Statements
d)
SHELTER PROPERTIES I
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(in thousands)
Nine Months Ended
September 30,
1999 1998
Cash flows from operating activities:
Net income $ 947 $ 754
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation 480 473
Amortization of discounts and loan costs 69 66
Change in accounts:
Receivables and deposits (31) (121)
Other assets (44) 14
Accounts payable (41) (157)
Tenant security deposit liabilities 11 7
Accrued property taxes 66 132
Other liabilities 14 (10)
Net cash provided by operating activities 1,471 1,158
Cash flows from investing activities:
Property improvements and replacements (600) (309)
Net withdrawals from restricted escrows 185 199
Net cash used in investing activities (415) (110)
Cash flows from financing activities:
Payments on mortgage notes payable (110) (102)
Distribution to partners (1,300) (800)
Net cash used in financing activities (1,410) (902)
Net (decrease) increase in cash and cash equivalents (354) 146
Cash and cash equivalents at beginning of period 1,682 2,028
Cash and cash equivalents at end of period $ 1,328 $ 2,174
Supplemental disclosure of cash flow information:
Cash paid for interest $ 640 $ 647
Supplemental disclosure of non-cash flow information:
Distributions to partners $ -- $ 800
See Accompanying Notes to Consolidated Financial Statements
e)
SHELTER PROPERTIES I
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE A - BASIS OF PRESENTATION
The accompanying unaudited consolidated financial statements of Shelter
Properties I (the "Partnership" or "Registrant") have been prepared in
accordance with generally accepted accounting principles for interim financial
information and with the instructions to Form 10-QSB and Article 310(b) of
Regulation S-B. Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements. In the opinion of Shelter Realty I Corporation (the
"Corporate General Partner"), all adjustments (consisting of normal recurring
accruals) considered necessary for a fair presentation have been included.
Operating results for the three and nine month periods ended September 30, 1999,
are not necessarily indicative of the results that may be expected for the
fiscal year ending December 31, 1999. For further information, refer to the
consolidated financial statements and footnotes thereto included in the
Partnership's Annual Report on Form 10-KSB for the year ended December 31, 1998.
Principles of Consolidation
The Registrant's financial statements include the accounts of the Registrant and
its 99.99% owned partnership. The general partner of the consolidated
partnership is Shelter Realty I Corporation. Shelter Realty I Corporation may
be removed by the Registrant; therefore, the consolidated partnership is
controlled and consolidated by the Registrant. All significant interpartnership
transactions have been eliminated.
NOTE B - TRANSFER OF CONTROL
Pursuant to a series of transactions which closed on October 1, 1998 and
February 26, 1999, Insignia Financial Group, Inc. and Insignia Properties Trust
merged into Apartment Investment and Management Company ("AIMCO"), a publicly
traded real estate investment trust with AIMCO being the surviving corporation
(the "Insignia Merger"). As a result, AIMCO ultimately acquired 100% ownership
interest in the Corporate General Partner. The Corporate General Partner does
not believe that this transaction will have a material effect on the affairs and
operations of the Partnership.
NOTE C - RECONCILIATION OF CASH FLOWS
The following is a reconciliation of the subtotal on the accompanying
consolidated statements of cash flows captioned "net cash provided by operating
activities" to "net cash provided by operations", as defined in the Partnership
Agreement. However, "net cash provided by operations" should not be considered
an alternative to net income as an indicator of the Partnership's operating
performance or to cash flows as a measure of liquidity.
For the Nine Months Ended
September 30,
(in thousands)
1999 1998
Net cash provided by operating activities $ 1,471 $ 1,158
Payments on mortgage notes payable (110) (102)
Property improvements and replacements (600) (309)
Change in restricted escrows, net 185 199
Changes in reserves for net operating
liabilities 25 135
Additional reserves (971) (1,081)
Net cash provided by operations $ -- $ --
At September 30, 1999 and 1998, the Corporate General Partner reserved an
additional $971,000 and $1,081,000, respectively to fund continuing capital
improvements and repairs at the Partnership's four investment properties.
NOTE D - TRANSACTIONS WITH AFFILIATED PARTIES
The Partnership has no employees and is dependent on the Corporate General
Partner and its affiliates for the management and administration of all
partnership activities. The Partnership Agreement provides for certain payments
to affiliates for services and as reimbursement of certain expenses incurred by
affiliates on behalf of the Partnership. The following payments were paid or
accrued to the Corporate General Partner and affiliates during the nine months
ended September 30, 1999 and 1998:
1999 1998
(in thousands)
Property management fees (included in
operating expenses) $202 $195
Reimbursement for services of affiliates
(included in operating and general and
administrative expense and investment properties) 88 106
Due to general partners 101 101
During the nine months ended September 30, 1999 and 1998, affiliates of the
Corporate General Partner were entitled to receive 5% of gross receipts from all
of the Registrant's properties for providing property management services. The
Registrant paid to such affiliates approximately $202,000 and $195,000 for the
nine months ended September 30, 1999 and 1998, respectively.
An affiliate of the Corporate General Partner received reimbursement of
accountable administrative expenses amounting to approximately $88,000 and
$106,000 for the nine months ended September 30, 1999 and 1998, respectively.
Included in these expenses for the nine months ended September 30, 1999 and 1998
is approximately $14,000 and $8,000, respectively, in reimbursements for
construction oversight costs.
During 1992, a liability of approximately $101,000 was incurred to the general
partner for sales commissions earned. Per the Partnership Agreement, this
liability can not be paid until certain levels of return are received by the
limited partners. As of September 30, 1999, the level of return to the limited
partners has not been met.
On July 21, 1998, an affiliate of the Corporate General Partner (the
"Purchaser") commenced a tender offer for limited partnership interests in the
Partnership. The Purchaser offered to purchase up to 2,400 of the outstanding
units of limited partnership interest in the Partnership at $625 per Unit, net
to the seller in cash. The Purchaser acquired 1,145 units pursuant to this
tender offer at $625 per Unit.
On June 9, 1999, AIMCO Properties, L.P., an affiliate of the Corporate General
Partner commenced a tender offer to purchase up to 3,601.67 (24.01% of the total
outstanding units) units of limited partnership interest in the Partnership for
a purchase price of $759 per unit. The offer expired on July 14, 1999.
Pursuant to this offer, AIMCO Properties, L.P. acquired 416.00 units. As a
result, AIMCO and its affiliates currently own 7,483 units of limited
partnership interest in the Partnership representing 49.89% of the total
outstanding units. It is possible that AIMCO or its affiliates will make one or
more additional offers to acquire additional limited partnership interests in
the Partnership for cash or in exchange for units in the operating partnership
of AIMCO. (See "Note F - Legal Proceedings").
NOTE E - SEGMENT REPORTING
Description of the types of products and services from which the reportable
segment derives its revenues:
The Partnership has one reportable segment: residential properties. The
Partnership's residential property segment consists of four apartment complexes
located in Georgia (2), Virginia, and South Carolina. The Partnership rents
apartment units to tenants for terms that are typically twelve months or less.
Measurement of segment profit or loss:
The Partnership evaluates performance based on net income. The accounting
policies of the reportable segment are the same as those of the Partnership as
described in the Partnership's Annual Report on Form 10-KSB for the year ended
December 31, 1998.
Factors management used to identify the enterprise's reportable segment:
The Partnership's reportable segment consists of investment properties that
offer similar products and services. Although each of the investment properties
is managed separately, they have been aggregated into one segment as they
provide services with similar types of products and customers.
Segment information for the nine month periods ended September 30, 1999 and 1998
is shown in the tables below. The "Other" column includes partnership
administration related items and income and expense not allocated to the
reportable segment.
1999 RESIDENTIAL OTHER TOTALS
Rental income $ 3,881 $ -- $ 3,881
Other income 170 16 186
Interest expense 709 -- 709
Depreciation 480 -- 480
General and administrative expense -- 141 141
Segment profit (loss) 1,072 (125) 947
Total assets 8,653 201 8,854
Capital expenditures for investment
properties 600 -- 600
1998 RESIDENTIAL OTHER TOTALS
Rental income $ 3,722 $ -- $ 3,722
Other income 208 23 231
Interest expense 713 -- 713
Depreciation 473 -- 473
General and administrative expense -- 163 163
Segment profit (loss) 894 (140) 754
Total assets 8,588 1,198 9,786
Capital expenditures for investment
properties 309 -- 309
NOTE F - LEGAL PROCEEDINGS
In March 1998, several putative unit holders of limited partnership units of the
Partnership commenced an action entitled Rosalie Nuanes, et al. v. Insignia
Financial Group, Inc., et al. in the Superior Court of the State of California
for the County of San Mateo. The plaintiffs named as defendants, among others,
the Partnership, the Corporate General Partner and several of their affiliated
partnerships and corporate entities. The complaint purports to assert claims on
behalf of a class of limited partners and derivatively on behalf of a number of
limited partnerships (including the Partnership) which are named as nominal
defendants, challenging the acquisition by Insignia Financial Group, Inc.
("Insignia") and entities which were, at one time, affiliates of Insignia
("Insignia Affiliates") of interests in certain general partner entities, past
tender offers by Insignia Affiliates to acquire limited partnership units, the
management of partnerships by Insignia Affiliates and the Insignia Merger (see
"Note B - Transfer of Control"). The complaint seeks monetary damages and
equitable relief, including judicial dissolution of the Partnership. On June
25, 1998, the Corporate General Partner filed a motion seeking dismissal of the
action. In lieu of responding to the motion, the plaintiffs have filed an
amended complaint. The Corporate General Partner filed demurrers to the amended
complaint which were heard February 1999. Pending the ruling on such demurrers,
settlement negotiations commenced. On November 2, 1999, the parties executed
and filed a Stipulation of Settlement ("Stipulation"), settling claims, subject
to final court approval, on behalf of the Partnership and all limited partners
who own units as of November 3, 1999. The Court has preliminarily approved the
Settlement and scheduled a final approval hearing for December 10, 1999. In
exchange for a release of all claims, the Stipulation provides that, among other
things, an affiliate of the Corporate General Partner will make tender offers
for all outstanding limited partnership interests in 49 partnerships, including
the Registrant, subject to the terms and conditions set forth in the
Stipulation, and has agreed to establish a reserve to pay an additional
amount in settlement to qualifying class members (the "Settlement Fund"). At
the final approval hearing, Plaintiffs' counsel will make an application for
attorneys' fees and reimbursement of expenses, to be paid in part by the
partnerships and in part from the Settlement Fund. The Corporate General
Partner does not anticipate that costs associated with this case will be
material to the Partnership's overall operations.
The Partnership is unaware of any other pending or outstanding litigation that
is not of a routine nature arising in the ordinary course of business.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
The matters discussed in this Form 10-QSB contain certain forward-looking
statements and involve risks and uncertainties (including changing market
conditions, competitive and regulatory matters, etc.) detailed in the
disclosures contained in this Form 10-QSB and the other filings with the
Securities and Exchange Commission made by the Registrant from time to time.
The discussions of the Registrant's business and results of operations,
including forward-looking statements pertaining to such matters, does not take
into account the effects of any changes to the Registrant's business and results
of operations. Accordingly, actual results could differ materially from those
projected in the forward-looking statements as a result of a number of factors,
including those identified herein.
The Partnership's investment properties consist of four apartment complexes.
The following table sets forth the average occupancy of the properties for each
of the nine months ended September 30, 1999 and 1998:
Average
Occupancy
Property 1999 1998
Quail Hollow Apartments
West Columbia, South Carolina 94% 96%
Windsor Hills Apartments
Blacksburg, Virginia 94% 95%
Heritage Pointe Apartments
(Formerly Rome Georgian Apartments)
Rome, Georgia 93% 89%
Stone Mountain West Apartments
Stone Mountain, Georgia 95% 95%
The Corporate General Partner attributes the increase in occupancy at Heritage
Pointe Apartments to management's intensified marketing efforts.
RESULTS OF OPERATIONS
The Registrant's net income for the three and nine months ended September 30,
1999 was approximately $268,000 and $947,000, respectively, as compared to
approximately $209,000 and $754,000 for the three and nine months ended
September 30, 1998. The increase in net income for the three and nine months
ended September 30, 1999, was due to an increase in total revenue and a
decrease in total expenses. The increase in total revenue is primarily due
to an increase in rental income which was partially offset by a decrease in
other income. The increase in rental income is the result of an increase in
average rental rates at all four of the Registrant's investment properties and
to the increase in occupancy at Heritage Pointe Apartments as discussed above
which more than offset the small decrease in occupancy at Quail Hollow
Apartments and Windsor Hills Apartments. Other income decreased primarily due
to lower interest income as a result of a decrease in interest bearing cash
balances as a result of distributions paid during 1999.
Total expenses remained relatively constant for the three months ended September
30, 1999 as an increase in depreciation was offset primarily by a decrease in
property tax expense and to a lesser extent by decreases in operating, general
and administrative, and interest expenses. Total expenses for the nine months
ended September 30, 1999 decreased primarily due to reductions in operating
expense and general and administrative expenses. Operating expense decreased
due to a decrease in property expense and insurance expense. Property expense
decreased as a result of a decrease in salaries and related employee benefits.
Insurance expense decreased at all of the investment properties due to a change
in insurance carriers during the fourth quarter of 1998.
The decrease in general and administrative expense is primarily attributable to
a decrease in management reimbursements to the Corporate General Partner allowed
under the Partnership Agreement. General and administrative expense also
decreased due to a decrease in appraisal fees which were incurred during 1998.
Also included in general and administrative expenses were costs associated with
the quarterly and annual communications with investors and regulatory agencies
and the annual audit required by the Partnership Agreement. Depreciation,
property tax and interest expense remained relatively constant for the
comparable periods.
As part of the ongoing business plan of the Registrant, the Corporate General
Partner monitors the rental market environments of its investment properties to
assess the feasibility of increasing rents, maintaining or increasing occupancy
levels and protecting the Registrant from increases in expenses. As part of
this plan, the Corporate General Partner attempts to protect the Registrant from
the burden of inflation-related increases in expenses by increasing rents and
maintaining a high overall occupancy level. However, due to changing market
conditions, which can result in the use of rental concessions and rental
reductions to offset softening market conditions, there is no guarantee that the
Corporate General Partner will be able to sustain such a plan.
LIQUIDITY AND CAPITAL RESOURCES
At September 30, 1999, the Registrant had cash and cash equivalents of
approximately $1,328,000 as compared to approximately $2,174,000 at September
30, 1998. The decrease in cash and cash equivalents of approximately $354,000
for the nine months ended September 30, 1999 from the Registrant's year end, is
primarily due to approximately $1,410,000 of cash used in financing activities
and approximately $415,000 of cash used in investing activities, which was
partially offset by approximately $1,471,000 of cash provided by operating
activities. Cash used in investing activities consisted of property
improvements and replacements at all four of the Partnership's investment
properties, which was partially offset by net withdrawals from the restricted
escrow accounts maintained by the mortgage lender. Cash used in financing
activities consisted primarily of partner distributions and to a lesser extent
payments of principal made on the mortgages encumbering the Registrant's
properties. The Registrant invests its working capital reserves in money market
accounts.
The sufficiency of existing liquid assets to meet future liquidity and capital
expenditure requirements is directly related to the level of capital
expenditures required at the properties to adequately maintain the physical
assets and other operating needs of the Registrant and to comply with Federal,
state, local, legal, and regulatory requirements. Capital improvements planned
for each of the Registrant's properties are detailed below.
Quail Hollow Apartments
Based on a report received from an independent third party consultant analyzing
necessary exterior improvements and estimates made by the Corporate General
Partner on interior improvements, it is estimated that the property requires
approximately $315,000 of capital improvements over the next few years. The
Partnership has budgeted, but is not limited to capital improvements of
approximately $425,000 for 1999 at this property which included certain of the
required improvements and consist of carpet and vinyl replacement, roof
replacements, major landscaping and parking lot additions. For the nine months
ended September 30, 1999, the Partnership completed approximately $94,000 of
capital improvements at the property, consisting primarily of floor covering and
appliance replacements and interior and exterior building improvements and
parking lot improvements. These improvements were funded from Partnership
reserves.
Heritage Pointe Apartments
Based on a report received from an independent third party consultant analyzing
necessary exterior improvements and estimates made by the Corporate General
Partner on interior improvements, it is estimated that the property requires
approximately $315,000 of capital improvements over the next few years. The
Partnership has budgeted, but is not limited to, capital improvements of
approximately $369,000 for 1999 at this property which included certain of the
required improvements and consist of various interior and exterior building
improvements. For the nine months ended September 30, 1999, the Partnership
completed approximately $164,000 of capital improvements at the property,
consisting primarily of floor covering, appliance replacement and electrical and
structural improvements. These improvements were funded from Partnership
reserves and operations.
Stone Mountain West Apartments
Based on a report received from an independent third party consultant analyzing
necessary exterior improvements and estimates made by the Corporate General
Partner on interior improvements, it is estimated that the property requires
approximately $315,000 of capital improvements over the next few years. The
Partnership has budgeted, but is not limited to, capital improvements of
approximately $155,000 for 1999 at this property which included certain of the
required improvements and consist of carpet and vinyl replacement, major
landscaping, roof replacements and parking lot improvements. For the nine
months ended September 30, 1999, the Partnership completed approximately $35,000
of capital improvements at the property, consisting primarily of floor covering
and appliance replacements. These improvements were funded from Partnership
reserves and operations.
Windsor Hills Apartments
Based on a report received from an independent third party consultant analyzing
necessary exterior improvements and estimates made by the Corporate General
Partner on interior improvements, it is estimated that the property requires
approximately $390,000 of capital improvements over the next few years. The
Partnership has budgeted, but is not limited to, capital improvements of
approximately $428,000 for 1999 at this property which included certain of the
required improvements and consist of carpet and vinyl replacement, and parking
lot and pool improvements and appliance replacement. For the nine months ended
September 30, 1999, the Partnership completed approximately $307,000 of capital
improvements at the property, consisting primarily of stairwell and swimming
pool upgrades, and appliance and floor covering replacements and parking lot
resurfacing and structural improvements. These improvements were funded from
Partnership reserves and operations.
The additional capital improvements will be incurred only if cash is available
from operations and Partnership reserves. To the extent that such budgeted
capital improvements are completed, the Registrant's distributable cash flow, if
any, may be adversely affected at least in the short term.
The Registrant's current assets are thought to be sufficient for any near term
needs (exclusive of capital improvements) of the Registrant. The mortgage
indebtedness of approximately $11,286,000, net of discount, is amortized over
varying periods with required balloon payments ranging from November 15, 2002 to
November 1, 2003. The Corporate General Partner will attempt to refinance such
indebtedness and/or sell the properties prior to such maturity date. If the
properties cannot be refinanced or sold for a sufficient amount, the Registrant
will risk losing such property through foreclosure.
Cash distributions from operations of approximately $1,300,000 ($1,287,000 of
which was paid to the limited partners, $85.80 per limited partnership unit),
were made to the partners during the nine months ended September 30, 1999. Cash
distributions from operations of approximately $800,000 ($793,000 of which was
paid to the limited partners, $52.87 per limited partnership unit) were made to
the partners during the nine months ended September 30, 1998. The Registrant's
distribution policy is reviewed on a semi-annual basis. Future cash
distributions will depend on the levels of net cash generated from operations,
the availability of cash reserves, and the timing of debt maturities,
refinancings, and/or property sales. There can be no assurance, however, that
the Registrant will generate sufficient funds from operations to permit further
distributions to its partners in subsequent periods.
Tender Offer
On June 9, 1999, AIMCO Properties, L.P., an affiliate of the Corporate General
Partner commenced a tender offer to purchase up to 3,601.67 (24.01% of the total
outstanding units) units of limited partnership interest in the Partnership for
a purchase price of $759 per unit. The offer expired on July 14, 1999.
Pursuant to the offer, AIMCO Properties, L.P. acquired 416.00 units. As a
result, AIMCO and its affiliates currently own 7,483 units of limited
partnership interest in the Partnership representing 49.89% of the total
outstanding units. It is possible that AIMCO or its affiliates will make one or
more additional offers to acquire additional limited partnership interests in
the Partnership for cash or in exchange for units in the operating partnership
of AIMCO. (See "Item 1. Financial Statements, Note F - Legal Proceedings").
Year 2000 Compliance
General Description of the Year 2000 Issue and the Nature and Effects of the
Year 2000 on Information Technology (IT) and Non-IT Systems
The Year 2000 issue is the result of computer programs being written using two
digits rather than four digits to define the applicable year. The Partnership
is dependent upon the Corporate General Partner and its affiliates for
management and administrative services ("Managing Agent"). Any of the computer
programs or hardware that have date-sensitive software or embedded chips may
recognize a date using "00" as the year 1900 rather than the year 2000. This
could result in a system failure or miscalculations causing disruptions of
operations, including, among other things, a temporary inability to process
transactions, send invoices, or engage in similar normal business activities.
Over the past two years, the Managing Agent has determined that it will be
required to modify or replace significant portions of its software and certain
hardware so that those systems will properly utilize dates beyond December 31,
1999. The Managing Agent presently believes that with modifications or
replacements of existing software and certain hardware, the Year 2000 issue can
be mitigated. However, if such modifications and replacements are not made, or
not completed in time, the Year 2000 issue could have a material impact on the
operations of the Partnership.
The Managing Agent's plan to resolve Year 2000 issues involves four phases:
assessment, remediation, testing, and implementation. To date, the Managing
Agent has fully completed its assessment of all the information systems that
could be significantly affected by the Year 2000, and has begun the remediation,
testing and implementation phases on both hardware and software systems.
Assessments are continuing in regards to embedded systems. The status of each
is detailed below.
Status of Progress in Becoming Year 2000 Compliant, Including Timetable for
Completion of Each Remaining Phase
Computer Hardware:
During 1997 and 1998, the Managing Agent identified all of the computer systems
at risk and formulated a plan to repair or replace each of the affected systems.
In August 1998, the main computer system used by the Managing Agent became fully
functional. In addition to the main computer system, PC-based network servers,
routers and desktop PCs were analyzed for compliance. The Managing Agent has
begun to replace each of the non-compliant network connections and desktop PCs
and, as of September 30, 1999, had virtually completed this effort.
The total cost to the Managing Agent to replace the PC-based network servers,
routers and desktop PCs is expected to be approximately $1.5 million of which
$1.3 million has been incurred to date.
Computer Software:
The Managing Agent utilizes a combination of off-the-shelf, commercially
available software programs as well as custom-written programs that are designed
to fit specific needs. Both of these types of programs were studied, and
implementation plans written and executed with the intent of repairing or
replacing any non-compliant software programs.
In April 1999 the Managing Agent embarked on a data center consolidation project
that unifies its core financial systems under its Year 2000 compliant system.
The estimated completion date for this project is October 1999.
During 1998, the Managing agent began converting the existing property
management and rent collection systems to its management properties Year 2000
compliant systems. The estimated additional costs to convert such systems at
all properties, is $200,000, and the implementation and testing process was
completed in June 1999.
The final software area is the office software and server operating systems.
The Managing Agent has upgraded all non-compliant office software systems on
each PC and has upgraded virtually all of the server operating systems.
Operating Equipment:
The Managing Agent has operating equipment, primarily at the property sites,
which needed to be evaluated for Year 2000 compliance. In September 1997, the
Managing Agent began taking a census and inventory of embedded systems
(including those devices that use time to control systems and machines at
specific properties, for example elevators, heating, ventilating, and air
conditioning systems, security and alarm systems, etc.).
The Managing Agent has chosen to focus its attention mainly upon security
systems, elevators, heating, ventilating and air conditioning systems, telephone
systems and switches, and sprinkler systems. While this area is the most
difficult to fully research adequately, management has not yet found any major
non-compliance issues that put the Managing Agent at risk financially or
operationally.
A pre-assessment of the properties by the Managing Agent has indicated virtually
no Year 2000 issues. A complete, formal assessment of all the properties by the
Managing Agent was virtually completed by September 30, 1999. Any operating
equipment that is found non-compliant will be repaired or replaced.
The total cost incurred for all properties managed by the Managing Agent as of
September 30, 1999 to replace or repair the operating equipment was
approximately $75,000. The Managing Agent estimates the cost to replace or
repair any remaining operating equipment is approximately $125,000.
The Managing Agent continues to have "awareness campaigns" throughout the
organization designed to raise awareness and report any possible compliance
issues regarding operating equipment within its enterprise.
Nature and Level of Importance of Third Parties and Their Exposure to the Year
2000
The Managing Agent has banking relationships with three major financial
institutions, all of which have designated their compliance. The Managing Agent
has updated data transmission standards with all of the financial institutions.
All financial institutions have communicated that they are Year 2000 compliant
and accordingly no accounts were required to be moved from the existing
financial institutions.
The Partnership does not rely heavily on any single vendor for goods and
services, and does not have significant suppliers and subcontractors who share
information systems (external agent). To date, the Partnership is not aware of
any external agent with a Year 2000 compliance issue that would materially
impact the Partnership's results of operations, liquidity, or capital resources.
However, the Partnership has no means of ensuring that external agents will be
Year 2000 compliant.
The Managing Agent does not believe that the inability of external agents to
complete their Year 2000 remediation process in a timely manner will have a
material impact on the financial position or results of operations of the
Partnership. However, the effect of non-compliance by external agents is not
readily determinable.
Costs to Address Year 2000
The total cost of the Year 2000 project to the Managing Agent is estimated at
$3.5 million and is being funded from operating cash flows. To date, the
Managing Agent has incurred approximately $2.9 million ($0.7 million expenses
and $2.2 million capitalized for new systems and equipment) related to all
phases of the Year 2000 project. Of the total remaining project costs,
approximately $0.5 million is attributable to the purchase of new software and
operating equipment, which will be capitalized. The remaining $0.2 million
relates to repair of hardware and software and will be expensed as incurred.
The Partnership's portion of these costs are not material.
Risks Associated with the Year 2000
The Managing Agent believes it has an effective program in place to resolve the
Year 2000 issue in a timely manner. As noted above, the Managing Agent has not
yet completed all necessary phases of the Year 2000 program. In the event that
the Managing Agent does not complete any additional phases, certain worst case
scenarios could occur. The worst case scenarios could include elevators,
security and heating, ventilating and air conditioning systems that read
incorrect dates and operate with incorrect schedules (e.g., elevators will
operate on Monday as if it were Sunday). Although such a change would be
annoying to residents, it is not business critical.
In addition, disruptions in the economy generally resulting from Year 2000
issues could also adversely affect the Partnership. The Partnership could be
subject to litigation for, among other things, computer system failures,
equipment shutdowns or failure to properly date business records. The amount of
potential liability and lost revenue cannot be reasonably estimated at this
time.
Contingency Plans Associated with the Year 2000
The Managing Agent has contingency plans for certain critical applications and
is working on such plans for others. These contingency plans involve, among
other actions, manual workarounds and selecting new relationships for such
activities as banking relationships and elevator operating systems.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEDINGS
In March 1998, several putative unit holders of limited partnership units of the
Partnership commenced an action entitled Rosalie Nuanes, et al. v. Insignia
Financial Group, Inc., et al. in the Superior Court of the State of California
for the County of San Mateo. The plaintiffs named as defendants, among others,
the Partnership, the Corporate General Partner and several of their affiliated
partnerships and corporate entities. The complaint purports to assert claims on
behalf of a class of limited partners and derivatively on behalf of a number of
limited partnerships (including the Partnership) which are named as nominal
defendants, challenging the acquisition by Insignia Financial Group, Inc.
("Insignia") and entities which were, at one time, affiliates of Insignia
("Insignia Affiliates") of interests in certain general partner entities, past
tender offers by Insignia Affiliates to acquire limited partnership units, the
management of partnerships by Insignia Affiliates and the Insignia Merger (see
"Part I - Financial Information, Item 1. Financial Statements, Note B - Transfer
of Control"). The complaint seeks monetary damages and equitable relief,
including judicial dissolution of the Partnership. On June 25, 1998, the
Corporate General Partner filed a motion seeking dismissal of the action. In
lieu of responding to the motion, the plaintiffs have filed an amended
complaint. The Corporate General Partner filed demurrers to the amended
complaint which were heard February 1999. Pending the ruling on such demurrers,
settlement negotiations commenced. On November 2, 1999, the parties executed
and filed a Stipulation of Settlement ("Stipulation"), settling claims, subject
to final court approval, on behalf of the Partnership and all limited partners
who own units as of November 3, 1999. The Court has preliminarily approved the
Settlement and scheduled a final approval hearing for December 10, 1999. In
exchange for a release of all claims, the Stipulation provides that, among other
things, an affiliate of the Corporate General Partner will make tender offers
for all outstanding limited partnership interests in 49 partnerships, including
the Registrant, subject to the terms and conditions set forth in the
Stipulation, and has agreed to establish a reserve to pay an additional amount
in settlement to qualifying class members (the "Settlement Fund"). At the final
approval hearing, Plaintiffs' counsel will make an application for attorneys'
fees and reimbursement of expenses, to be paid in part by the partnerships and
in part from the Settlement Fund. The Corporate General Partner does not
anticipate that costs associated with this case will be material to the
Partnership's overall operations.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
a) Exhibits:
Exhibit 27, Financial Data Schedule, is filed as an exhibit to
this report.
b) Reports on Form 8-K filed during the quarter ended September 30,
1999:
None.
SIGNATURES
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.
SHELTER PROPERTIES I
By: Shelter Realty I Corporation
Corporate General Partner
By: /s/Patrick J. Foye
Patrick J. Foye
Executive Vice President and Director
By: /s/Martha L. Long
Martha L. Long
Senior Vice President and
Controller
Date: November 10, 1999
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from Shelter
Properties I 1999 Third Quarter 10-QSB and is qualified in its entirety by
reference to such 10-QSB filing.
</LEGEND>
<CIK> 0000316220
<NAME> SHELTER PROPERTIES I
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> SEP-30-1999
<CASH> 1,328
<SECURITIES> 0
<RECEIVABLES> 299
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0<F1>
<PP&E> 20,965
<DEPRECIATION> 14,710
<TOTAL-ASSETS> 8,854
<CURRENT-LIABILITIES> 0<F1>
<BONDS> 11,286
0
0
<COMMON> 0
<OTHER-SE> (3,048)
<TOTAL-LIABILITY-AND-EQUITY> 8,854
<SALES> 0
<TOTAL-REVENUES> 4,067
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 3,120
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 709
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 947
<EPS-BASIC> 62.53<F2>
<EPS-DILUTED> 0
<FN>
<F1>Registrant has an unclassified balance sheet.
<F2>Multiplier is 1.
</FN>
</TABLE>
