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 June 30, 1998
[ ] 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
(Unaudited)
(in thousands, except unit data)
June 30, 1998
Assets
Cash and cash equivalents $ 2,763
Receivables and deposits 809
Restricted escrows 366
Other assets 465
Investment property:
Land $ 1,980
Building and related personal property 24,323
26,303
Less accumulated depreciation (18,429) 7,874
$ 12,277
Liabilities and Partners' Deficit
Liabilities:
Accounts payable $ 134
Tenant security deposit liabilities 434
Other liabilities 191
Mortgage note payable 19,300
Partners' Deficit:
General partner's $ (324)
Limited partners' (60,005 units issued and
outstanding) (7,458) (7,782)
$ 12,277
See Accompanying Notes to Financial Statements
b)
NATIONAL PROPERTY INVESTORS 4
STATEMENTS OF OPERATIONS
(Unaudited)
(in thousands, except unit data)
Three Months Six Months
Ended June 30, Ended June 30,
1998 1997 1998 1997
Revenues:
Rental income $1,562 $1,555 $3,107 $3,059
Other income 79 79 152 149
Total revenues 1,641 1,634 3,259 3,208
Expenses:
Operating 567 589 1,118 1,066
General and administrative 37 70 211 199
Depreciation 244 235 483 469
Interest 372 372 744 744
Property taxes 117 114 237 230
Total expenses 1,337 1,380 2,793 2,708
Net income $ 304 $ 254 $ 466 $ 500
Net income allocated to
general partner (1%) $ 3 $ 3 $ 5 $ 5
Net income allocated to
limited partners (99%) 301 251 461 495
$ 304 $ 254 $ 466 $ 500
Net income per limited
partnership unit $ 5.02 $ 4.18 $ 7.69 $ 8.25
Distribution per limited
partnership unit $ -- $ -- $21.40 $48.16
See Accompanying Notes to Financial Statements
c)
NATIONAL PROPERTY INVESTORS 4
STATEMENT OF CHANGES IN PARTNERS' DEFICIT
(Unaudited)
(in thousands, except unit data)
Limited
Partnership General Limited
Units Partner Partners Total
Original capital contributions 60,005 $ 1 $ 30,003 $ 30,004
Partners' deficit at
December 31, 1997 60,005 $ (316) $ (6,635) $ (6,951)
Net income for the six
months ended June 30, 1998 -- 5 461 466
Distribution to partners -- (13) (1,284) (1,297)
Partners' deficit at
June 30, 1998 60,005 $ (324) $ (7,458) $ (7,782)
See Accompanying Notes to Financial Statements
d)
NATIONAL PROPERTY INVESTORS 4
STATEMENTS OF CASH FLOWS
(Unaudited)
(in thousands)
Six Months Ended
June 30,
1998 1997
Cash flows from operating activities:
Net income $ 466 $ 500
Adjustments to reconcile net income to
cash provided by operating activities:
Depreciation 483 469
Amortization of loan costs 37 37
Change in accounts:
Receivables and deposits (146) (348)
Other assets 151 115
Accounts payable 64 (21)
Tenant security deposit liabilities 29 (6)
Other liabilities (46) (1)
Net cash provided by operating activities 1,038 745
Cash flows from investing activities:
Net withdrawals from (deposits to) restricted escrows 230 (94)
Property improvements and replacements (256) (114)
Net cash used in investing activities (26) (208)
Cash flows from financing activities:
Loan costs paid -- (19)
Distribution to partners (1,297) (2,884)
Net cash used in financing activities (1,297) (2,903)
Net decrease in cash and cash equivalents (285) (2,366)
Cash and cash equivalents at beginning of period 3,048 4,674
Cash and cash equivalents at end of period $ 2,763 $ 2,308
Supplemental disclosure of cash flow information:
Cash paid for interest $ 707 $ 707
See Accompanying Notes to Financial Statements
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 six month periods ended June 30, 1998, are not necessarily indicative
of the results that may be expected for the fiscal year ending December 31,
1998. For further information, refer to the financial statements and footnotes
thereto included in the annual report of the Partnership on Form 10-KSB for the
year ended December 31, 1997.
Certain reclassifications have been made to the 1997 information to conform to
the 1998 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 Managing General Partner is wholly-owned by Insignia
Properties Trust ("IPT"), an affiliate of Insignia Financial Group, Inc.
("Insignia"). 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 transactions with affiliates of Insignia were incurred during the
six month periods ended June 30, 1998 and 1997 (in thousands):
1998 1997
Property management fees (included in operating
expenses) $162 $158
Reimbursement for services of affiliates (included in
general and administrative and operating expenses) 157 167
Partnership management fee (included in general and
administrative expense) 26 --
In addition, the Partnership paid approximately $3,000 and $34,000 during the
six month periods ended June 30, 1998 and 1997, respectively. These
reimbursements were paid to an affiliate of the Managing General Partner for
construction oversight reimbursement related to capital improvements and major
repair projects.
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 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 was entitled to receive $100,000 in both 1998 and 1997.
These reimbursements were paid in January 1998 and 1997, respectively, and are
included in reimbursement for services of affiliates for the six months ended
June 30, 1998 and 1997.
In addition to the reimbursements discussed in the preceding paragraph, for
services rendered in managing the Partnership, the Managing General Partner is
entitled to receive a Partnership Management Fee in conjunction with a
distribution of cash from operations, subject to certain limitations. This fee
in the amount of approximately $26,000 was paid during the first quarter of
1998. The Managing General Partner's fee of approximately $21,000, related to
the 1997 distribution, was accrued in the fourth quarter of 1997 and paid during
the first quarter of 1998.
For the period from January 1, 1997 through August 31, 1997, the Partnership
insured its property under a master policy through an agency affiliated with the
Managing General Partner with an 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 master policy. The
agent assumed the financial obligations to the affiliate of the Managing General
Partner which received payments on these obligations from the agent. The amount
of the Partnership's insurance premiums that accrued to the benefit of the
affiliate of the Managing General Partner by virtue of the agent's obligations
was 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 (collectively, the "Tender Partnerships"), 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. In
addition, because of these conflicts of interest, including as a result of the
Purchaser's affiliation with various Insignia affiliates, the manner in which
the Purchaser votes its limited partner interests in the Partnership may not
always be consistent with the best interests of the other limited partners. The
Offer to Purchase closed on October 6, 1997, with the Purchaser obtaining 4,452
units.
On March 17, 1998, Insignia entered into an agreement to merge its national
residential property management operations, and its controlling interest in IPT,
with Apartment Investment and Management Company ("AIMCO"), a publicly traded
real estate investment trust. The closing, which is anticipated to happen in
the third quarter of 1998, is subject to customary conditions, including
government approvals and the approval of Insignia's shareholders. If the
closing occurs, AIMCO will then control the Managing General Partner of the
Partnership.
NOTE C - DISTRIBUTION TO PARTNERS
In January 1998, the Partnership distributed approximately $1,284,000 ($21.40
per limited partnership unit) to the limited partners and approximately $13,000
to the general partner from operations.
In January 1997, the Partnership distributed approximately $2,890,000 ($48.16
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.
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 six month periods ended June 30, 1998 and 1997, was 93% and
94%, respectively.
The Partnership realized net income of approximately $466,000 and $500,000 for
the six month periods ended June 30, 1998 and 1997, respectively. The
Partnership realized net income of approximately $304,000 and $254,000 for the
three month periods ended June 30, 1998 and 1997, respectively. The increase in
net income for the three months ended June 30, 1998, is attributable to the
declines in both operating and general and administrative expenses. The decline
in operating expense is primarily due to Pennbrook terminating its agreement
with the gas utility company and now purchasing its gas from a secondary carrier
at a substantial savings. This was necessitated after the utility imposed a 13%
escalation in its charges. The general and administrative decline is the result
of a decline in Managing General Partner reimbursements. For the six months
ended June 30, 1998, net income decreased by approximately $34,000 compared to
the comparable period in 1997. The decrease in net income is the result of
increased operating, general and administrative, and depreciation expenses for
the six month period. The increase in operating expenses is the result of
higher maintenance expenses at Pennbrook as discussed below. The increase in
general and administrative expense is the result of increased partnership
management fees paid during the first quarter of 1998. The increase in
depreciation expense is the result of an increase in property improvements and
replacements at Pennbrook. Offsetting some of the above mentioned increases in
expenses were increased rental income, the result of increased rental rates at
Pennbrook, and increased interest income due to higher interest earning cash
balances.
Included in operating expense for the six month period ended June 30, 1998, is
approximately $56,000 of costs associated with major repairs and maintenance.
These costs consist primarily of exterior building repairs and painting. For
the six month period ended June 30, 1997, approximately $26,000 of costs
associated with major repairs and maintenance, is included in operating expense.
These costs consist primarily of major landscaping.
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 market conditions, there is no guarantee that the
Managing General Partner will be able to sustain such a plan.
At June 30, 1998, the Partnership held cash and cash equivalents of
approximately $2,763,000 as compared to approximately $2,308,000 at June 30,
1997. The net decrease in cash and cash equivalents for the six month periods
ended June 30, 1998 and 1997, were approximately $285,000 and $2,366,000,
respectively. Net cash provided by operating activities increased primarily due
to the timing of collections of receivables and deposits and the timing of the
payments of accounts payable. Net cash used in investing activities decreased
primarily due to an increase in net withdrawals from restricted escrows related
to capital improvements. Offsetting this increase in cash received from escrows
was an increase in property improvements and replacements. Net cash used in
financing activities decreased due to a reduced distribution being paid during
the six months ended June 30, 1998, as compared to the same period of 1997. The
1997 distribution included both the proceeds from the 1996 refinancing of the
mortgage indebtedness at Village of Pennbrook and cash provided by operations.
The 1998 distribution was solely from cash provided by operations.
The Managing General Partner has extended 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. At that time the
property will either be refinanced or sold. 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 $2,890,000 ($48.16 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. In January 1998, the Partnership distributed
approximately $1,284,000 ($21.40 per limited partnership unit) to the limited
partners and approximately $13,000 to the general partner from operations.
Year 2000
The Partnership is dependent upon the Managing General Partner and Insignia for
management and administrative services. Insignia has completed an assessment
and will have to modify or replace portions of its software so that its computer
systems will function properly with respect to dates in the year 2000 and
thereafter (the "Year 2000 Issue"). The project is estimated to be completed
not later than December 31, 1998, which is prior to any anticipated impact on
its operating systems. The Managing General Partner believes that with
modifications to existing software and conversions to new software, the Year
2000 Issue will not pose significant operational problems for its computer
systems. However, if such modifications and conversions are not made, or are not
completed timely, the Year 2000 Issue could have a material impact on the
operations of the Partnership.
Other
Certain items discussed in this quarterly report may constitute forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of
1995 (the "Reform Act") and as such may involve known and unknown risks,
uncertainties and other factors which may cause the actual results, performance
or achievements of the Partnership to be materially different from any future
results, performance or achievements expressed or implied by such forward-
looking statements. Such forward-looking statements speak only as of the date
of this quarterly report. The Partnership expressly disclaims any obligation or
undertaking to release publicly any updates or revisions to any forward-looking
statements contained herein to reflect any change in the Partnership's
expectations with regard thereto or any change in events, conditions or
circumstances on which any such statement is based.
PART II - OTHER INFORMATION
ITEM 1. 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 Managing 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 and its affiliates of
interests in certain general partner entities, past tender offers by Insignia
affiliates as well as a recently announced agreement between Insignia and AIMCO.
The complaint seeks monetary damages and equitable relief, including judicial
dissolution of the Partnership. The Managing General Partner believes the
action to be without merit, and intends to vigorously defend it. On June 24,
1998, the Managing General Partner filed a motion seeking dismissal of the
action.
The Partnership is unaware of any other pending or outstanding litigation that
is not of a routine nature. The Managing General Partner believes that all such
pending or outstanding litigation will be resolved without a material adverse
effect upon the business, financial condition or operations of the Partnership.
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 June 30, 1998.
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.
NATIONAL PROPERTY INVESTORS 4
By: NPI EQUITY INVESTMENTS, INC.
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: July 30, 1998
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from
National Property Investors 4 1998 Second 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> 6-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> JUN-30-1998
<CASH> 2,763
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0<F1>
<PP&E> 26,303
<DEPRECIATION> 18,429
<TOTAL-ASSETS> 12,277
<CURRENT-LIABILITIES> 0<F1>
<BONDS> 19,300
0
0
<COMMON> 0
<OTHER-SE> (7,782)
<TOTAL-LIABILITY-AND-EQUITY> 12,277
<SALES> 0
<TOTAL-REVENUES> 3,259
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 2,049
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 744
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 466
<EPS-PRIMARY> 7.69<F2>
<EPS-DILUTED> 0
<FN>
<F1>Registrant has an unclassified balance sheet.
<F2>Multiplier is 1.
</FN>
</TABLE>
