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, 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.)
55 Beattie Place, P.O. 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)
NATIONAL PROPERTY INVESTORS 4
BALANCE SHEET
(Unaudited)
(in thousands, except unit data)
September 30, 1998
Assets
Cash and cash equivalents $ 3,134
Receivables and deposits 562
Restricted escrows 431
Other assets 712
Investment property:
Land $ 1,980
Building and related personal property 24,439
26,419
Less accumulated depreciation (18,678) 7,741
$ 12,580
Liabilities and Partners' Deficit
Liabilities:
Accounts payable $ 37
Tenant security deposit liabilities 450
Other liabilities 186
Mortgage note payable 19,300
Partners' Deficit:
General partner's $ (320)
Limited partners' (60,005 units issued and
outstanding) (7,073) (7,393)
$ 12,580
See Accompanying Notes to Financial Statements
b)
NATIONAL PROPERTY INVESTORS 4
STATEMENTS OF OPERATIONS
(Unaudited)
(in thousands, except unit data)
Three Months Ended Nine Months Ended
September 30, September 30,
1998 1997 1998 1997
Revenues:
Rental income $1,597 $1,583 $4,704 $4,642
Other income 115 116 267 265
Total revenues 1,712 1,699 4,971 4,907
Expenses:
Operating 546 638 1,664 1,704
General and administrative 32 50 243 249
Depreciation 249 238 732 707
Interest 373 370 1,117 1,114
Property taxes 123 119 360 349
Total expenses 1,323 1,415 4,116 4,123
Net income $ 389 $ 284 $ 855 $ 784
Net income allocated to
general partner (1%) $ 4 $ 3 $ 9 $ 8
Net income allocated to
limited partners (99%) 385 281 846 776
$ 389 $ 284 $ 855 $ 784
Net income per limited
partnership unit $ 6.42 $ 4.68 $14.10 $12.93
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 nine months
ended September 30, 1998 -- 9 846 855
Distribution to partners -- (13) (1,284) (1,297)
Partners' deficit at
September 30, 1998 60,005 $ (320) $(7,073) $(7,393)
See Accompanying Notes to Financial Statements
d)
NATIONAL PROPERTY INVESTORS 4
STATEMENTS OF CASH FLOWS
(Unaudited)
(in thousands)
Nine Months Ended
September 30,
1998 1997
Cash flows from operating activities:
Net income $ 855 $ 784
Adjustments to reconcile net income to
cash provided by operating activities:
Depreciation 732 707
Amortization of loan costs 56 53
Changes in accounts:
Receivables and deposits 101 (11)
Other assets (115) (119)
Accounts payable (33) (60)
Tenant security deposit liabilities 45 4
Other liabilities (51) 20
Net cash provided by operating activities 1,590 1,378
Cash flows from investing activities:
Net withdrawals from (deposits to) restricted escrows 165 (130)
Property improvements and replacements (372) (171)
Net cash used in investing activities (207) (301)
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 increase (decrease) in cash and cash equivalents 86 (1,826)
Cash and cash equivalents at beginning of period 3,048 4,674
Cash and cash equivalents at end of period $ 3,134 $ 2,848
Supplemental disclosure of cash flow information:
Cash paid for interest $ 1,061 $ 1,061
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 nine month periods ended September 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 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 the Managing General Partner and its affiliates
were incurred during the nine month periods ended September 30, 1998 and 1997:
1998 1997
(in thousands)
Property management fees (included in operating
expenses) $244 $240
Reimbursement for services of affiliates, including
approximately $27,000 and $34,000 of construction
services reimbursements in 1998 and 1997, respectively
(included in investment property and general and
administrative and operating expenses) 210 235
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 nine months ended
September 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 but 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 affiliate of the Managing General Partner (the
"Purchaser") commenced a tender offer for limited partnership interests in the
Partnership. 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. The Offer to Purchase closed on October 6, 1997,
with the Purchaser obtaining 4,452 units.
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.
NOTE D - TRANSFER OF CONTROL; SUBSEQUENT EVENT
On October 1, 1998, Insignia Financial Group, Inc. ("Insignia") completed its
merger with and 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 of the Insignia Merger, AIMCO
acquired control of the Managing General Partner. In addition, AIMCO also
acquired approximately 51% of the outstanding common shares of beneficial
interest of Insignia Properties Trust ("IPT"), the sole shareholder of the
Managing General Partner of the Partnership. Also, effective October 1, 1998,
IPT and AIMCO entered into an Agreement and plan of Merger pursuant to which IPT
is to be merged with and into AIMCO or a subsidiary of AIMCO (the "IPT Merger").
The IPT Merger requires the approval of the holders of a majority of the
outstanding IPT Shares. AIMCO has agreed to vote all of the IPT Shares owned
by it in favor of the IPT Merger and has granted an irrevocable limited proxy
to unaffiliated representatives of IPT to vote the IPT Shares acquired by AIMCO
and its subsidiaries in favor of the IPT Merger. As a result of AIMCO's
ownership and its agreement, the vote of no other holder of IPT is required to
approve the merger. The Managing General Partner does not believe that this
transaction will have a material effect on the affairs and operations of the
Partnership.
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, 1998 and 1997, was 94%
and 95%, respectively.
The Partnership realized net income of approximately $855,000 and $784,000 for
the nine month periods ended September 30, 1998 and 1997, respectively. The
Partnership realized net income of approximately $389,000 and $284,000 for the
three month periods ended September 30, 1998 and 1997, respectively. The
increase in net income for both the three and nine month periods ended September
30, 1998, is attributable to an increase in rental income and declines in both
operating and general and administrative expenses. The increase in rental income
is the result of increased rental rates combined with the property management
renewing more leases at market rates. The decline in operating expense results
from decreased insurance and maintenance expenses. The insurance expense
decline is attributable to decreased policy premiums at Pennbrook. The decline
in maintenance expense results from decreased expenditures at Pennbrook, as
discussed below. The general and administrative decline is the result of a
decrease in Managing General Partner reimbursements. Offsetting the above
mentioned changes was an increase in depreciation expense. The increase in
depreciation is the result of an increase in property improvements and
replacements at Pennbrook.
Included in operating expense for the nine month period ended September 30,
1998, is approximately $63,000 of costs associated with major repairs and
maintenance. These costs consist primarily of exterior building repairs and
painting. For the nine month period ended September 30, 1997, approximately
$113,000 of costs associated with major repairs and maintenance is included in
operating expense. These costs consist primarily of major landscaping and
exterior painting.
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 September 30, 1998, the Partnership held cash and cash equivalents of
approximately $3,134,000 as compared to approximately $2,848,000 at September
30, 1997. The net increase in cash and cash equivalents for the nine month
period ended September 30, 1998, was approximately $86,000. For the nine month
period ended September 30, 1997, cash and cash equivalents decreased by
approximately $1,826,000. Net cash provided by operating activities increased
primarily due to the increase in net income, as discussed above, and to the
timing of collections of receivables and deposits. 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 cash used for property
improvements and replacements. Net cash used in financing activities decreased
due to a reduced distribution being paid during the nine months ended September
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 and to comply with Federal, state
and local legal and regulatory requirements. Such assets are currently thought
to be sufficient for any near-term needs of the Partnership. The Managing
General Partners is currently assessing the need for capital improvements at the
Partnership's property. To the extent that additional capital improvements are
required, the Partnership's distributable cash flow, if any, may be adversely
affected, at least in the short term. 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. The Managing General Partner will
attempt to refinance such remaining indebtedness or sell the property prior to
such maturity dates. If the property cannot be refinanced or sold for a
sufficient amount, the Partnership will risk losing such property through
foreclosure. 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. Future cash distributions will depend on the
levels of net cash generated from operations, refinancings, property sales and
the availability of cash reserves. The Partnership's distribution policy will be
reviewed on a quarterly basis. There can be no assurance, however, that the
Partnership will generate sufficient funds from operations to permit
distributions to its partners in 1998 or subsequent periods.
Transfer of Control; Subsequent Event
On October 1, 1998, Insignia completed its merger with and into AIMCO, a
publicly traded real estate investment trust, with AIMCO being the surviving
corporation (the "Insignia Merger"). As a result of the Insignia Merger, AIMCO
acquired control of the Managing General Partner. In addition, AIMCO also
acquired approximately 51% of the outstanding common shares of beneficial
interest of Insignia Properties Trust ("IPT"), the sole shareholder of the
Managing General Partner of the Partnership. Also, effective October 1, 1998,
IPT and AIMCO entered into an Agreement and plan of Merger pursuant to which IPT
is to be merged with and into AIMCO or a subsidiary of AIMCO (the "IPT Merger").
The IPT Merger requires the approval of the holders of a majority of the
outstanding IPT Shares. AIMCO has agreed to vote all of the IPT Shares owned
by it in favor of the IPT Merger and has granted an irrevocable limited proxy
to unaffiliated representatives of IPT to vote the IPT Shares acquired by AIMCO
and its subsidiaries in favor of the IPT Merger. As a result of AIMCO's
ownership and its agreement, the vote of no other holder of IPT is required to
approve the merger. The Managing General Partner does not believe that this
transaction will have a material effect on the affairs and operations of the
Partnership.
Year 2000
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 to define the applicable year. The Partnership is
dependent upon the Managing General Partner and its affiliates for management
and administrative services ("Managing Agent"). Any 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.
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 are not completed timely, the
Year 2000 Issue could have a material impact on the operations of the Managing
Agent and the Partnership.
STATUS OF PROGRESS IN BECOMING YEAR 2000 COMPLIANT
The Managing Agent's plan to resolve the Year 2000 Issue involves the following
four phases: assessment, remediation, testing and implementation. To date, the
Managing Agent has fully completed its assessment of all information systems
that could be significantly affected by the Year 2000, and has begun the
remediation, testing and implementation phase on both hardware and software
systems. Assessments are continuing in regards to embedded systems in operating
equipment. The Managing Agent anticipates having all phases complete by June 1,
1999.
In addition to the areas the Partnership is relying on the Managing Agent to
verify compliance with, the Partnership has certain operating equipment,
primarily at the property sites, which needed to be evaluated for Year 2000
compliance. The focus of the Managing General Partner was to the security
systems, elevators, heating-ventilation-air-conditioning systems, telephone
systems and switches, and sprinkler systems. The Managing General Partner is
currently engaged in the identification of all non-compliant operational
systems, and is in the process of estimating the costs associated with any
potential modifications or replacements needed to such systems in order for them
to be Year 2000 compliant. It is not expected that such costs would have a
material adverse affect upon the operations of the Partnership.
RISK ASSOCIATED WITH THE YEAR 2000
The Managing General Partner believes that the Managing Agent has an effective
program in place to resolve the Year 2000 issue in a timely manner and has
appropriate contingency plans in place for critical applications that could
affect the Partnership's operations. To date, the Managing General Partner is
not aware of any external agent with a Year 2000 issue that would materially
impact the Partnership's results of operations, liquidity or capital resources.
However, the Managing General Partner has no means of ensuring that external
agents will be Year 2000 compliant. The Managing General Partner does not
believe that the inability of external agents to complete their Year 2000
resolution 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.
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 entities which were, at
the time, affiliates of Insignia ("Insignia 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. On June 25, 1998, the Managing 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 Managing General Partner has
filed demurrers to the amended complaint which are scheduled to be heard on
January 8, 1999. The Managing General Partner believes the action to be without
merit, and intends to vigorously defend it.
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 September 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
By: /s/Patrick Foye
Patrick Foye
Executive Vice President
By: /s/Timothy R. Garrick
Timothy R. Garrick
Vice President - Accounting
(Duly authorized officer)
Date: November 12, 1998
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from
National Property Investors 4 1998 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-31-1998
<PERIOD-END> SEP-30-1998
<CASH> 3,134
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<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0<F1>
<PP&E> 26,419
<DEPRECIATION> 18,678
<TOTAL-ASSETS> 12,580
<CURRENT-LIABILITIES> 0<F1>
<BONDS> 19,300
0
0
<COMMON> 0
<OTHER-SE> (7,393)
<TOTAL-LIABILITY-AND-EQUITY> 12,580
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