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, 1997
[ ] 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 0-10412
NATIONAL PROPERTY INVESTORS 4
(Exact name of small business issuer as specified in its charter)
California 13-3031722
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
One Insignia Financial Plaza
Greenville, South Carolina 29602
(Address of principal executive offices)
(864) 239-1000
Issuer's phone 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) NATIONAL PROPERTY INVESTORS 4
BALANCE SHEET
(in thousands, except unit data)
(Unaudited)
September 30, 1997
Assets
Cash and cash equivalents $ 2,848
Receivable and deposits 1,097
Other assets 796
Investment property:
Land $ 1,980
Buildings and related personal property 23,913
25,893
Less accumulated depreciation (17,733) 8,160
$ 12,901
Liabilities and Partners' Deficit
Liabilities
Accounts payable $ 28
Tenant security deposits payable 413
Other liabilities 199
Mortgage note payable 19,300
Partners' Deficit
Limited partners' (60,005 units issued
and outstanding) $ (6,722)
General partner's (317) (7,039)
$ 12,901
See Accompanying Notes to Financial Statements
b) NATIONAL PROPERTY INVESTORS 4
STATEMENTS OF OPERATIONS
(Unaudited)
(in thousands, except unit data)
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 30, September 30,
1997 1996 1997 1996
<S> <C> <C> <C> <C>
Revenues:
Rental income $ 1,596 $ 1,504 $ 4,676 $ 4,512
Other income 116 85 265 221
Total revenues 1,712 1,589 4,941 4,733
Expenses:
Operating 770 713 2,087 2,181
Interest 370 376 1,114 1,132
Depreciation 238 236 707 702
General and administrative 50 36 249 151
Total expenses 1,428 1,361 4,157 4,166
Income before extraordinary
loss 284 228 784 567
Extraordinary loss on early
extinguishment of debt -- (370) -- (370)
Net income (loss) $ 284 $ (142) $ 784 $ 197
Net income (loss) allocated
to general partner (1%) $ 3 $ (1) $ 8 $ 2
Net income (loss) allocated
to limited partners (99%) 281 (141) 776 195
$ 284 $ (142) $ 784 $ 197
Net income (loss) for
limited partnership unit:
Income before
extraordinary loss 4.68 $ 3.75 $ 12.93 $ 9.35
Extraordinary loss -- (6.10) -- (6.10)
Net income (loss) income per
limited partnership unit $ 4.68 $ (2.35) $ 12.93 $ 3.25
Distribution per limited
partnership unit $ -- $ -- $ 47.90 $ --
<FN>
See Accompanying Notes to Financial Statements
</FN>
</TABLE>
c) NATIONAL PROPERTY INVESTORS 4
STATEMENT OF CHANGES IN PARTNERS' DEFICIT
(Unaudited)
(in thousands, except unit data)
<TABLE>
<CAPTION>
Limited
Partnership General Limited
Units Partner's Partners' Total
<S> <C> <C> <C> <C>
Original capital contributions 60,005 $ 1 $ 30,003 $ 30,004
Partners' deficit at
December 31, 1996 60,005 $ (315) $ (4,624) $ (4,939)
Net income for the nine
months ended September 30, 1997 -- 8 776 784
Distribution to partners -- (10) (2,874) (2,884)
Partners' deficit at
September 30, 1997 60,005 $ (317) $ (6,722) $ (7,039)
<FN>
See Accompanying Notes to Financial Statements
</FN>
</TABLE>
d) NATIONAL PROPERTY INVESTORS 4
STATEMENTS OF CASH FLOWS
(Unaudited)
(in thousands)
<TABLE>
<CAPTION>
Nine Months Ended
September 30,
1997 1996
<S> <C> <C>
Cash flows from operating activities:
Net income $ 784 $ 197
Adjustments to reconcile net income to
cash provided by operating activities:
Depreciation 707 702
Amortization of loan costs 53 35
Extraordinary loss on early extinguishment of debt -- 370
Change in accounts:
Receivables and deposits (11) 125
Other assets (119) (93)
Accounts payable (60) (36)
Tenant security deposits payable 4 43
Other liabilities 20 38
Net cash provided by operating activities 1,378 1,381
Cash flows from investing activities:
Deposits to restricted escrows (157) (317)
Withdrawals from restricted escrows 27 --
Property improvements and replacements (171) (216)
Net cash used in investing activities (301) (533)
Cash flows from financing activities:
Mortgage principal payments -- (294)
Repayment of mortgage note payable -- (16,582)
Proceeds from refinancing of debt -- 19,300
Loan costs (19) (476)
Debt extinguishment costs -- (332)
Distribution to partners (2,884) --
Net cash (used in) provided by
financing activities (2,903) 1,616
Net (decrease) increase in cash and cash equivalents (1,826) 2,464
Cash and cash equivalents at beginning of period 4,674 2,326
Cash and cash equivalents at end of period $ 2,848 $ 4,790
Supplemental information:
Cash paid for interest $ 1,061 $ 1,216
<FN>
See Accompanying Notes to Financial Statements
</FN>
</TABLE>
e) NATIONAL PROPERTY INVESTORS 4
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
NOTE A - BASIS OF PRESENTATION
The accompanying unaudited financial statements of National Property Investors 4
(the "Partnership") have been prepared in accordance with generally accepted
accounting principles for interim financial information and with the
instructions to Form 10-QSB and Item 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 NPI Equity Investments, Inc. ("NPI Equity" or the "Managing General
Partner"), all adjustments (consisting of normal recurring accruals) considered
necessary for a fair presentation have been included. Operating results for the
three and nine month periods ended September 30, 1997, are not necessarily
indicative of the results that may be expected for the fiscal year ending
December 31, 1997. For further information, refer to the financial statements
and footnotes thereto included in the Partnership's annual report on Form 10-KSB
for the year ended December 31, 1996.
Certain reclassifications have been made to the 1996 information to conform to
the 1997 presentation.
NOTE B - TRANSACTIONS WITH AFFILIATED PARTIES
The Partnership has no employees and is dependent on the Managing General
Partner and its affiliates for the management and administration of all
partnership activities. The Partnership Agreement provides for payments to
affiliates for services and as reimbursement of certain expenses incurred by
affiliates on behalf of the Partnership.
Pursuant to a series of transactions which closed during 1996, affiliates of
Insignia Financial Group, Inc. ("Insignia") acquired all of the issued and
outstanding shares of NPI Equity and National Property Investors, Inc. ("NPI"),
the sole stockholder of NPI Equity. In connection with these transactions,
affiliates of Insignia appointed new officers and directors of NPI Equity and
NPI.
The following transactions with affiliates of Insignia, NPI, and affiliates of
NPI were incurred during the nine month periods ended September 30, 1997 and
1996 (in thousands):
<TABLE>
<CAPTION>
For the Nine Months Ended
September 30,
1997 1996
<S> <C> <C>
Property management fees (included in operating
expenses) $240 $233
Reimbursement for services of affiliates, including
$34,000 and $5,000 in construction services
reimbursements in 1997 and 1996, respectively
(included in investment property and operating
and general and administrative expenses) 235 129
</TABLE>
For services relating to the administration of the Partnership and operation of
the Partnership property, the Managing General Partner is entitled to receive
payment for the non-accountable expenses up to a maximum of $100,000 per year,
based upon the number of Partnership units sold, subject to certain limitations.
The Managing General Partner is entitled to receive $100,000 in 1997. This
reimbursement was paid in January 1997, and is included in reimbursement for
services of affiliates for the nine months ended September 30, 1997.
For the period from January 19, 1996 to August 31, 1997, the Partnership insured
its property under a master policy through an agency and insurer unaffiliated
with the Managing General Partner. An affiliate of the Managing General
Partner, acquired, in the acquisition of a business, certain financial
obligations from an insurance agency which was later acquired by the agent who
placed the current year's master policy. The current agent assumed the financial
obligations to the affiliate of the Managing General Partner, who received
payments on these obligations from the agent. The amount of the Partnership's
insurance premiums accruing to the benefit of the affiliate of the Managing
General Partner by virtue of the agent's obligations is not significant.
On August 28, 1997, an Insignia affiliate (the "Purchaser") commenced tender
offers for limited partnership interests in six real estate limited partnerships
(including the Partnership) in which various Insignia affiliates act as general
partner. The Purchaser offered to purchase up to 16,000 of the outstanding
units of limited partnership interest in the Partnership, at $180.00 per Unit,
net to the seller in cash, upon the terms and subject to the conditions set
forth in the Offer to Purchase dated August 28, 1997 (the "Offer to Purchase")
and the related Assignment of Partnership Interest attached as Exhibits (a)(1)
and (a)(2), respectively, to the Tender Offer Statement on Schedule 14D-1
originally filed with the Securities and Exchange Commission on August 28, 1997.
Because of the existing and potential future conflicts of interest (described in
the Partnership's Statements on Schedule 14D-9 filed with the Securities and
Exchange Commission), neither the Partnership nor the Managing General Partner
expressed any opinion as to the Offer to Purchase and made no recommendation as
to whether unit holders should tender their units in response to the Offer to
Purchase.
NOTE C - DISTRIBUTION TO PARTNERS
In January 1997, the Partnership distributed approximately $2,874,000 ($47.90
per limited partnership unit) to the limited partners and approximately $10,000
to the Managing General Partner from the proceeds from the refinancing of the
Village of Pennbrook and from operations.
NOTE D - REFINANCING AND EXTRAORDINARY LOSS
On September 30, 1996, the Partnership refinanced the mortgage encumbering the
Village of Pennbrook on an interim basis. The mortgage was refinanced into a
short-term temporary loan at 8% interest. During the fourth quarter of 1996,
the Partnership entered into permanent financing effective November 1, 1996,
with an interest rate equal to 7.33%. Interest on the old mortgage was 8.25%.
The refinancing replaced indebtedness of $16,691,000, including accrued
interest, with a new mortgage in the amount of $19,300,000. Payments of
interest only are due on the first day of each month until the loan matures on
November 1, 2003. Total capitalized loan costs were approximately $476,000 at
September 30, 1996. The Partnership paid approximately $332,000 in prepayment
premiums and wrote off approximately $38,000 in unamortized loan costs,
resulting in an extraordinary loss on early extinguishment of debt in the amount
of approximately $370,000.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
The Partnership's investment property consists of one apartment complex, Village
of Pennbrook Apartments, located in Falls Township, Pennsylvania. The average
occupancy for the nine month periods ended September 30, 1997 and 1996, was 95%
and 93%, respectively.
The Partnership's net income for the nine months ended September 30, 1997, was
approximately $784,000, of which $284,000 was for the three months ended
September 30, 1997. The Partnership's net income for the nine months ended
September 30, 1996, was approximately $197,000 which included a net loss of
$142,000 for the three months ended September 30, 1996. The increase in net
income for the three and nine month periods is primarily attributable to the
1996 extraordinary loss on early extinguishment of debt of approximately
$370,000 as discussed in "Item 1, Note D - Refinancing and Extraordinary Loss."
In addition, net income increased due to increases in rental and other income.
The increase in rental income is due to an increase in average rental rates and
occupancy at the Village of Pennbrook in 1997. The increase in other income is
primarily due to an increase in corporate units, lease cancellation fees, and
interest income on restricted escrows. The increase in general and
administrative expenses for the nine month period is primarily due to a $100,000
reimbursement that was paid to the Managing General Partner in accordance with
the partnership agreement at the time of the distribution to partners, as
discussed in "Item 1. Note B - Transactions with Affiliated Parties." Included
in operating expense for the nine month period ended September 30, 1997, was
approximately $113,000 for major repairs and maintenance comprised primarily of
major landscaping and exterior painting. For the nine month period ended
September 30, 1996, the amount expended for major repairs and maintenance was
approximately $134,000 used primarily for the repair of heaters.
As part of the ongoing business plan of the Partnership, the Managing General
Partner monitors the rental market environment of its investment property to
assess the feasibility of increasing rents, maintaining or increasing occupancy
levels and protecting the Partnership from increases in expenses. As part of
this plan, the Managing General Partner attempts to protect the Partnership from
the burden of inflation-related increases in expenses by increasing rents and
maintaining a high overall occupancy level. However, due to changing market
conditions, which can result in the use of rental concessions and rental
reductions to offset softening conditions, there is no guarantee that the
Managing General Partner will be able to sustain such a plan.
At September 30, 1997, the Partnership had unrestricted cash of approximately
$2,848,000 as compared to approximately $4,790,000 at September 30, 1996. Net
cash provided by operating activities remained relatively stable. Net cash used
in investing activities decreased due to a decrease in deposits made into
restricted escrows, which were established in the third quarter of 1996, and a
decrease in property improvements and replacements. Net cash used in financing
activities increased due to a distribution of approximately $2,884,000 made to
the partners as discussed in "Item 1. Note C - Distribution to Partners". Also
contributing to the change in the net cash used in financing activities was net
proceeds received from the mortgage refinancing in 1996.
The Managing General Partner has made available to the Partnership a $300,000
line of credit. At the present time, the Partnership has no outstanding amounts
due under this line of credit. Based on present plans, the Managing General
partner does not anticipate the need to borrow in the near future. Other than
cash and cash equivalents, the line of credit is the Partnership's only unused
source of liquidity.
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 property to adequately maintain the physical assets
and other operating needs of the Partnership. Such assets are currently thought
to be sufficient for any near-term needs of the Partnership. The mortgage
indebtedness of $19,300,000 consists of interest only payments of approximately
$118,000, at a stated interest rate of 7.33%. The mortgage matures on November
1, 2003, with the principal balance due at the maturity date. Future cash
distributions will depend on the levels of cash generated from operations, a
property sale, a property refinancing and the availability of cash reserves. In
January 1997, the Partnership distributed approximately $2,874,000 ($47.90 per
limited partnership unit) to the limited partners and approximately $10,000 to
the general partner from the proceeds from the refinancing of the Village of
Pennbrook and from operations. No cash distributions were paid in 1996.
On August 28, 1997, an Insignia affiliate commenced tender offers for limited
partnership interests in six real estate limited partnerships (including the
Partnership) in which various Insignia affiliates act as general partner. The
Purchaser offered to purchase up to 16,000 of the outstanding units of limited
partnership interest in the Partnership, at $180.00 per Unit, net to the seller
in cash, upon the terms and subject to the conditions set forth in the Offer to
Purchase dated August 28, 1997 (the "Offer to Purchase") and the related
Assignment of Partnership Interest attached as Exhibits (a)(1) and (a)(2),
respectively, to the Tender Offer Statement on Schedule 14D-1 originally filed
with the Securities and Exchange Commission on August 28, 1997. Because of the
existing and potential future conflicts of interest (described in the
Partnership's Statements on Schedule 14D-9 filed with the Securities and
Exchange Commission), neither the Partnership nor the General Partner expressed
any opinion as to the Offer to Purchase and made no recommendation as to whether
unit holders should tender their units in response to the Offer to Purchase.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
In August 1997, an Insignia affiliate (the "Purchaser") commenced tender offers
for limited partner interests in six real estate limited partnerships including
the Partnership (collectively, the "Tender Partnerships"), in which various
Insignia affiliates act as general partner. On September 5, 1997, a partnership
claiming to be a holder of limited partnership units in one of the Tender
Partnerships, filed a complaint with respect to a putative class action in the
Court of Chancery in the State of Delaware in and for New Castle County (the
"City Partnerships complaint") challenging the actions of the defendants
(including Insignia, certain Insignia affiliates) in connection with the tender
offers. Neither the Partnership nor the Managing General Partner were named as
defendants in the action. The City Partnerships complaint alleges that, among
other things, the defendants have intentionally mismanaged the Tender
Partnerships and coerced the limited partners into selling their units pursuant
to the tender offers for substantially lower prices than the units are worth.
The plaintiffs also allege that the defendants breached an alleged duty to
provide an independent analysis of the fair market value of the limited
partnership units, failed to appoint a disinterested committee to review the
tender offer and did not adequately consider other alternatives available to the
limited partners.
On September 8, 1997, persons claiming to be holders of limited partnership
units in the Tender Partnerships filed a complaint with respect to a putative
class action and derivative suit in the Superior Court for the State of
California for the County of San Mateo (the "Kline complaint") challenging the
actions of the defendants (including Insignia, certain Insignia affiliates and
the Tender Partnerships) in connection with the tender offers. The Kline
complaint alleges that, among other things, the defendants have intentionally
mismanaged the Tender Partnerships and that, as a result of the tender offers,
the Purchaser will acquire effective voting control over the Tender Partnerships
at substantially lower prices than the units are worth. On September 24, 1997,
the court denied the plaintiffs' application for a temporary restraining order
and their request for preliminary injunctive relief preventing the completion of
the tender offers.
On September 10, 1997, persons claiming to be holders of limited partnership
units in the Tender Partnerships filed a complaint with respect to a putative
class action and derivative suit in the Superior Court for the State of
California for the County of Alameda (the "Heller complaint") challenging the
actions of the defendants (including Insignia, certain Insignia affiliates and
the Tender Partnerships) in connection with the tender offers. The Heller
complaint alleges that, among other things, the defendants have intentionally
mismanaged the Tender Partnerships and that, as a result of the tender offers,
the Purchaser will acquire effective voting control of the Tender Partnerships
at substantially lower prices than the units are worth. The Plaintiffs also
allege that the defendants breached an alleged duty to retain an independent
advisor to consider alternatives to the tender offers.
The Managing General Partner believes that the allegations contained in the City
Partnerships, Kline and Heller complaints are without merit and intends to
vigorously contest each of those complaints to which it and the Partnership have
been named as defendants.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
a) Exhibit 27, Financial Data Schedule, is filed as an exhibit to this
report.
b) Reports on Form 8-K: None filed during the quarter ended September 30,
1997.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
NATIONAL PROPERTY INVESTORS 4
By: NPI EQUITY INVESTMENTS, INC.
Its Managing General Partner
/s/William H. Jarrard, Jr.
William H. Jarrard, Jr.
President and Director
/s/Ronald Uretta
Ronald Uretta
Vice President and Treasurer
Date: November 4, 1997
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from National
Property Investors 4 1997 Third Quarter 10-QSB and is qualified in its entirety
by reference to such 10-QSB filing.
</LEGEND>
<CIK> 0000318508
<NAME> NATIONAL PROPERTY INVESTORS 4
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> SEP-30-1997
<CASH> 2,848
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0<F1>
<PP&E> 25,893
<DEPRECIATION> (17,733)
<TOTAL-ASSETS> 12,901
<CURRENT-LIABILITIES> 0<F1>
<BONDS> 19,300
0
0
<COMMON> 0
<OTHER-SE> (7,039)
<TOTAL-LIABILITY-AND-EQUITY> 12,901
<SALES> 0
<TOTAL-REVENUES> 4,941
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 4,157
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,114
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 784
<EPS-PRIMARY> 12.93<F2>
<EPS-DILUTED> 0
<FN>
<F1>Registrant has an unclassified balance sheet.
<F2>Multiplier is 1.
</FN>
</TABLE>
