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 March 31, 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)
March 31, 1998
Assets
Cash and cash equivalents $ 2,035
Receivables and deposits 755
Restricted escrows 544
Other assets 500
Investment property:
Land $ 1,980
Building and related personal property 24,214
26,194
Less accumulated depreciation (18,185) 8,009
$ 11,843
Liabilities and Partners' Deficit
Liabilities:
Accounts payable $ 68
Tenant security deposit liabilities 401
Other liabilities 160
Mortgage note payable 19,300
Partners' Deficit:
General partner's $ (327)
Limited partners' (60,005 units issued and
outstanding) (7,759) (8,086)
$ 11,843
See Accompanying Notes to Financial Statements
b)
NATIONAL PROPERTY INVESTORS 4
STATEMENTS OF OPERATIONS
(Unaudited)
(in thousands, except unit data)
Three Months Ended
March 31,
1998 1997
Revenues:
Rental income $ 1,545 $ 1,504
Other income 73 70
Total revenues 1,618 1,574
Expenses:
Operating 551 477
General and administrative 174 129
Depreciation 239 234
Interest 372 372
Property taxes 120 116
Total expenses 1,456 1,328
Net income $ 162 $ 246
Net income allocated to general partner (1%) $ 2 $ 2
Net income allocated to limited partners (99%) 160 244
$ 162 $ 246
Net income per limited partnership unit $ 2.67 $ 4.07
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)
<TABLE>
<CAPTION>
Limited
Partnership General Limited
Units Partner Partners Total
<S> <C> <C> <C> <C>
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 three
months ended March 31, 1998 -- 2 160 162
Distribution to partners -- (13) (1,284) (1,297)
Partners' deficit at
March 31, 1998 60,005 $ (327) $ (7,759) $ (8,086)
<FN>
See Accompanying Notes to Financial Statements
</FN>
</TABLE>
d)
NATIONAL PROPERTY INVESTORS 4
STATEMENTS OF CASH FLOWS
(Unaudited)
(in thousands)
Three Months Ended
March 31,
1998 1997
Cash flows from operating activities:
Net income $ 162 $ 246
Adjustments to reconcile net income to
cash provided by operating activities:
Depreciation 239 234
Amortization of loan costs 19 18
Change in accounts:
Receivables and deposits (92) (77)
Other assets 134 99
Accounts payable (2) (66)
Tenant security deposit liabilities (4) 1
Accrued property taxes -- 27
Other liabilities (77) (6)
Net cash provided by operating activities 379 476
Cash flows from investing activities:
Net withdrawals from (deposits to) restricted escrows 52 (47)
Property improvements and replacements (147) (76)
Net cash used in investing activities (95) (123)
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 (1,013) (2,550)
Cash and cash equivalents at beginning of period 3,048 4,674
Cash and cash equivalents at end of period $ 2,035 $ 2,124
Supplemental information:
Cash paid for interest $ 354 $ 354
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 month period ended March 31, 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
three month periods ended March 31, 1998 and 1997 (in thousands):
1998 1997
Property management fees (included in operating
expenses) $ 82 $ 78
Reimbursement for services of affiliates including
approximately $20,000 and $34,000 of construction
services reimbursements in 1998 and 1997, respectively
(included in investment property, and general
and administrative and operating expenses) 151 156
Partnership management fee (included in general and
administrative expense) 26 --
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 three months ended
March 31, 1998 and 1997.
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, includng 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 three month periods ended March 31, 1998 and 1997, was 93%.
The Partnership realized net income of approximately $162,000 and $246,000 for
the three month periods ended March 31, 1998 and 1997, respectively. The
decrease in net income is primarily attributable to increases in operating and
general and administrative expenses. The increase in operating expenses are
primarily due to increased property and maintenance expenses. Property expenses
increased due to an increase in gas bills at Village of Pennbrook, the result of
a 13% escalation imposed by the utility company. The Partnership terminated its
agreement with this utility company and now purchases its gas at a reduced rate
from a secondary carrier at a substantial savings. Maintenance expense increased
due to increased interior and exterior work, grounds improvements, and increased
waste collection fees at Pennbrook. General and administrative expenses
increased in 1998 due to greater Managing General Partner reimbursements, legal
fees, and partnership management fees. Offsetting some of the aforementioned
increases in expenses was an increase in rental income primarily attributable to
rental rate increases at Pennbrook.
Included in operating expense for the three month period ended March 31, 1998,
is approximately $17,000 of costs associated with major repairs and maintenance.
These costs consisted of exterior building repairs at Pennbrook. For the three
month period ended March 31, 1997, the amount expended for major repairs and
maintenance, included in operating expense, was not significant.
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 March 31, 1998, the Partnership held cash and cash equivalents of
approximately $2,035,000 as compared to approximately $2,124,000 at March 31,
1997. The net decrease in cash and cash equivalents for the three month periods
ended March 31, 1998 and 1997, were approximately $1,013,000 and $2,550,000,
respectively. Net cash provided by operating activities decreased primarily due
to the decrease in net income as discussed above. In addition, increases in
cash used for accrued property taxes and other liabilities as a result of the
change in timing of payments contributed to the decrease. Partially offsetting
the previously mentioned items was an increase in cash provided by other assets.
This increase is attributable to an increase in cash provided by prepaid
expenses. Net cash used in investing activities decreased primarily due to an
increase in withdrawals from restricted escrows. There was also an increase in
property improvements and replacements at Pennbrook. Net cash used in financing
activities decreased due to a smaller distribution made during three months
ended March 31, 1998, as compared to the distribution paid in the comparable
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 $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
The three lawsuits previously described in the Partnership's 1997 Annual Report
on Form 10-KSB relating to the August, 1997, tender offers made by an Insignia
affiliate (the Kline, City Partnerships, and Heller complaints) each have been
voluntarily discontinued by their respective plaintiffs, with no material affect
on the financial condition or operations of the Partnership.
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 to acquire limited partnership units, the management of partnerships
by Insignia affiliates as well as a recently announced agreement between
Insignia and Apartment Investment and Management Company. The complaint seeks
monetary damages and equitable relief, including judicial dissolution of the
Partnership. The Managing General Partner was only recently served with the
complaint which it believes to be without merit, and intends to vigorously
defend 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 March 31, 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: May 14, 1998
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from
National Property Investors 4 1998 First 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> 3-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> MAR-31-1998
<CASH> 2,035
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0<F1>
<PP&E> 26,194
<DEPRECIATION> 18,185
<TOTAL-ASSETS> 11,843
<CURRENT-LIABILITIES> 0<F1>
<BONDS> 19,300
0
0
<COMMON> 0
<OTHER-SE> (8,086)
<TOTAL-LIABILITY-AND-EQUITY> 11,843
<SALES> 0
<TOTAL-REVENUES> 1,618
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 1,084
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 372
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 162
<EPS-PRIMARY> 2.67<F2>
<EPS-DILUTED> 0
<FN>
<F1>Registrant has an unclassified balance sheet.
<F2>Multiplier is 1.
</FN>
</TABLE>
