FORM 10-KSB - ANNUAL OR TRANSITIONAL REPORT UNDER
SECTION 13 OR 15(D)
FORM 10-KSB
] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934 [NO FEE REQUIRED]
For the fiscal year ended December 31, 1998
[] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 [NO FEE REQUIRED]
For the transition period from to
Commission file number 0-10412
NATIONAL PROPERTY INVESTORS 4
(Name of small business issuer 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) (Zip Code)
Issuer's telephone number (864) 239-1000
Securities registered under Section 12(b) of the Exchange Act:
None
Securities registered under Section 12(g) of the Exchange Act:
Units of Limited Partnership Interest
(Title of class)
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
Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure will be contained, to
the best of Registrant's knowledge in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-KSB or any amendment to
this Form 10-KSB. X
State issuer's revenues for its most recent fiscal year. $6,712,000
State the aggregate market value of the voting partnership interests held by
non-affiliates computed by reference to the price at which the partnership
interests were sold, or the average bid and asked prices of such partnership
interests, as of December 31, 1998. No market exists for the limited
partnership interests of the Registrant, and, therefore, no aggregate market
value can be determined.
DOCUMENTS INCORPORATED BY REFERENCE
NONE
PART I
ITEM 1. DESCRIPTION OF BUSINESS
National Property Investors 4 (the "Partnership" or "Registrant") was organized
in July 1980, as a limited partnership under the California Uniform Limited
Partnership Act. NPI Equity Investments, Inc. ("NPI Equity" or the "Managing
General Partner"), a Florida Corporation, is the Managing General Partner. The
Managing General Partner was a wholly-owned subsidiary of Insignia Properties
Trust ("IPT"). Effective February 26, 1999, IPT was merged into Apartment
Investment and Management Company ("AIMCO"). See "Transfer of Control". The
Partnership Agreement provides that the Partnership is to terminate on December
31, 2005, unless terminated prior to such date.
The principal business of the Partnership is to hold for investment and
ultimately sell income-producing multi-family residential properties. The
Partnership is a "closed" limited partnership real estate syndicate formed to
acquire multi-family residential properties. In 1981, the Partnership offered,
pursuant to a registration statement filed with the Securities Exchange
Commission, 70,000 Limited Partnership units (the "Units") and sold 60,005 units
aggregating $30,002,500. The net proceeds of this offering were used to acquire
seven income-producing real properties. The Partnership's original property
portfolio was geographically diversified. The Partnership's acquisition
activities were completed in May 1982 and since then the principal activity of
the Partnership has been managing its portfolio. Six of the properties were sold
prior to 1997. Since its initial offering the Partnership has not received, nor
are the Limited Partners required to make, additional capital contributions.
A further description of the Partnership's business is included in "Item 6.
Management's Discussion and Analysis or Plan of Operation" included in this Form
10-KSB.
The Registrant has no employees. Management and administrative services are
provided by the Managing General Partner and by agents retained by the Managing
General Partner. Property management services are provided by an affiliate of
the Managing General Partner.
The real estate business in which the Partnership is engaged is highly
competitive. There are other residential properties within the market area of
the Registrant's property. The number and quality of competitive properties,
including those which may be managed by an affiliate of the Managing General
Partner in such market area, could have a material effect on the rental market
for the apartments at the Registrant's property and the rents that may be
charged for such apartments. While the Managing General Partner and its
affiliates are a significant factor in the United States in the apartment
industry, competition for the apartments is local. In addition, various limited
partnerships have been formed by the Managing General Partner and/or affiliates
to engage in business which may be competitive with the Registrant.
There have been, and it is possible there may be other, Federal, state and local
legislation and regulations enacted relating to the protection of the
environment. The Partnership is unable to predict the extent, if any, to which
such new legislation or regulations might occur and the degree to which such
existing or new legislation or regulations might adversely affect the properties
owned by the Partnership.
The Partnership monitors its properties for evidence of pollutants, toxins and
other dangerous substances, including the presence of asbestos. In certain
cases environmental testing has been performed, which resulted in no material
adverse conditions or liabilities. In no case has the Partnership received
notice that it is a potentially responsible party with respect to an
environmental clean up site.
Both the income and expenses of operating the remaining property owned by the
Partnership are subject to factors outside of the Partnership's control, such as
an oversupply of similar properties resulting from overbuilding, increases in
unemployment or population shifts, reduced availability of permanent mortgage
financing, changes in zoning laws, or changes in patterns or needs of users. In
addition, there are risks inherent in owning and operating residential
properties because such properties are susceptible to the impact of economic and
other conditions outside of the control of the Partnership.
Transfer of Control
Pursuant to a series of transactions which closed during the first half of 1996,
affiliates of Insignia Financial Group, Inc. ("Insignia") acquired all of the
issued and outstanding shares of stock of National Property Investors, Inc.
("NPI"), the sole shareholder of NPI Equity. On December 31, 1996, Insignia
transferred its interest in NPI Equity to IPT.
Pursuant to a series of transactions which closed on October 1, 1998 and
February 26, 1999, Insignia and IPT merged into Apartment Investment and
Management Company ("AIMCO"), a publicly traded real estate investment trust,
with AIMCO being the surviving corporation (the "Insignia Merger"). As a
result, AIMCO ultimately acquired a 100% ownership interest in Insignia
Properties Trust ("IPT"), the entity which controls the Managing General
Partner. The Managing General Partner does not believe that this transaction
will have a material effect on the affairs and operations of the Partnership.
Tender Offers
Affiliates of the Managing General Partner, currently hold 36,967 Units
representing approximately 61.6% of the total outstanding Units. These Units
were acquired through private transactions and an August 28, 1997 tender offer.
26,446 Units were acquired on January 19, 1996 from DeForest Ventures II, L.P.,
the entity which tendered for Units in the Partnership in 1994 and 1995, and
certain of its affiliates. An additional 4,452 Units were acquired on October
6, 1997 at a price of $180 per Unit pursuant to the August 1997 tender Offer.
The remaining Units were acquired through private transactions. As a result of
its ownership of approximately 54% of the Units, Insignia Properties, L.P. is in
a position to significantly influence all voting decisions with respect to the
Partnership. Under the Partnership Agreement, unitholders holding a majority of
the Units are entitled to take action with respect to a variety of matters. When
voting on matters, Insignia Properties, L.P. would in all likelihood vote the
Units it acquired in a manner favorable to the interest of the Managing General
Partner because of its affiliation with the Managing General Partner. However,
DeForest Capital II, L.P. from whom Insignia Properties, L.P. acquired its
Units, had agreed for the benefit of non-tendering unitholders, that it would
vote its Units: (i) against any increase in compensation payable to the Managing
General Partner or to affiliates; and (ii) on all other matters submitted by it
or its affiliates, in proportion to the votes cast by non-tendering unitholders.
Except for the foregoing, no other limitations are imposed on Insignia
Properties, L.P.'s ability to influence voting decisions with respect to the
Partnership.
ITEM 2. DESCRIPTION OF PROPERTY:
The following table sets forth the Partnership's investment in property:
Date of
Property Purchase Type of Ownership Use
Village of Pennbrook
Apartments 12/15/81 Fee simple, subject to Apartments
Falls Township, Pennsylvania first mortgage 722 units
SCHEDULE OF PROPERTY:
Set forth below for the Partnership's property is the gross carrying value,
accumulated depreciation, depreciable life, method of depreciation and Federal
tax basis.
Carrying Accumulated Federal
Property Value Depreciation Rate Method Tax Basis
(in thousands) (in thousands)
Village of Pennbrook
Apartments $ 26,644 $ 18,939 5-27.5 yrs. Straight $ 4,176
line
See "Note A" included in "Item 7. Financial Statements" for a description of the
Partnership's depreciation policy.
SCHEDULE OF PROPERTY INDEBTEDNESS:
The following table sets forth certain information relating to the loans
encumbering the Partnership's properties.
Principal Principal
Balance At Monthly Stated Balance
December 31, Payment Interest Maturity Due At
Property 1998 Interest Only Rate Date Maturity
(in thousands) (in thousands)
Village of Pennbrook
Apartments $ 19,300 $ 118 7.33% 11/01/03 $19,300
See "Item 7, Financial Statements - Note D" for information with respect to the
Registrant's ability to prepay this loan and other loan information.
RENTAL RATES AND OCCUPANCY:
Average annual rental rate and occupancy for 1998 and 1997 for the property:
Average Annual Average
Rental Rates Occupancy
Property 1998 1997 1998 1997
Village of Pennbrook Apartments $9,370/unit $9,136/unit 94.5% 95.2%
As noted under "Item 1. Description of Business," the real estate industry is
highly competitive. The Partnership's property is subject to competition from
other residential apartment complexes in the area. The Managing General Partner
believes that the property is adequately insured. The property is an apartment
complex which leases units for lease terms of one year or less. No residential
tenant leases 10% or more of the available rental space. The property is in
good condition subject to normal depreciation and deterioration as is typical
for assets of this type and age.
REAL ESTATE TAXES AND RATES:
Real estate taxes and the tax rate in 1998 for the property:
1998 1998
Billing Rate
Village of Pennbrook Apartments $492 4.56%
CAPITAL IMPROVEMENTS:
During the year ended December 31, 1998, the Partnership completed approximately
$597,000 of capital improvements at the property. These improvements primarily
consisted of parking lot repairs, balcony replacements, HVAC condensing units,
siding, and carpeting. These improvements were funded from operating cash flow
and Partnership reserves. Based on a report received from an independent third
party consultant analyzing necessary exterior improvements and estimates made by
the Managing General Partner on interior improvements, it is estimated that the
property requires approximately $1,803,000 of capital improvements over the
near-term. Capital improvements planned for 1999 consist of, but are not
limited to, HVAC condensing units, parking lot repairs, structural improvements,
and carpeting. These improvements are expected to cost approximately $546,000,
and are to be funded from cash flow and Partnership reserves.
The capital improvements planned for 1999 at the Partnership's property will be
made only to the extent of cash available from operations and Partnership
reserves.
ITEM 3. 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 were heard during February 1999.
No ruling on such demurrers has been received. The Managing General Partner
does not anticipate that costs associated with this case, if any, to be material
to the Partnership's overall operations.
Estate of Harry Schubert v. National Property Investors 4, Civil Action No.
97-09129, Court of Common Pleas of Bucks County, Pennsylvania. The Plaintiff
brought action against the Partnership alleging that as the result of carbon
monoxide and methane poisoning due to a malfunctioning heating unit in the
deceased's apartment at the Partnership's property, the decedent lost
consciousness for several hours, suffered respiratory arrest and suffered
other pains and injuries. The Plaintiff alleges breach of contract, fraud,
violations of the Unfair Trade Practices and Consumer Protection Law and
negligence. This matter is currently in the preliminary stages of discovery.
The Partnership intends to vigorously defend this matter.
The Partnership is unaware of any other pending or outstanding litigation that
is not of a routine nature arising in the ordinary course of business.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
During the quarter ended December 31, 1998, no matters were submitted to a vote
of the Unitholders through the solicitation of proxies or otherwise.
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED SECURITY HOLDER
MATTERS
The Partnership, a publicly-held limited partnership, offered and sold 60,005
limited partnership units aggregating $30,002,500. The Partnership currently
has 1,757 holders of record owning an aggregate of 60,005 Units. Affiliates of
the General Partner own 36,967 units or 61.6% at December 31, 1998. No public
trading market has developed for the Units, and it is not anticipated that such
a market will develop in the future.
In January 1998, the Partnership distributed approximately $1,297,000 ($21.40
per limited partnership unit) from operations. In January 1997, the Partnership
distributed approximately $1,018,000 ($16.80 per limited partnership unit) from
operations and approximately $1,882,000 ($31.36 per limited partnership unit)
from the proceeds from the refinancing of the Village of Pennbrook. In
addition, approximately $35,000 was declared in 1997 and paid in 1998 relating
to the correction for previous amounts withheld on non-resident limited
partners. 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. Subsequent to December 31, 1998, the Partnership distributed
approximately $2,058,000 ($33.95 per limited partnership unit) from operations.
There can be no assurance, however, that the Partnership will generate
sufficient funds from operations, after required capital expenditures, to permit
any additional distributions to its partners in 1999 or subsequent periods.
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
The matters discussed in this Form 10-KSB contain certain forward-looking
statements and involve risks and uncertainties (including changing market
conditions, competitive and regulatory matters, etc.) detailed in the disclosure
contained in this Form 10-KSB and the other filings with the Securities and
Exchange Commission made by the Registrant from time to time. The discussion of
the Registrant's business and results of operations, including forward-looking
statements pertaining to such matters, does not take into account the effects of
any changes to the Registrant's business and results of operation. Accordingly,
actual results could differ materially from those projected in the forward-
looking statements as a result of a number of factors, including those
identified herein.
This item should be read in conjunction with the financial statements and other
items contained elsewhere in this report.
Results of Operations
The Partnership's net income for the year ended December 31, 1998, was
approximately $1,158,000 versus net income of approximately $923,000 for the
year ended December 31, 1997. The increase in net income is attributable to an
increase in total revenues and a decrease in total expenses. The increase in
rental income is due to an increase in average rental rates at the Village of
Pennbrook Apartments. The decrease in total expenses is attributed to a
decrease in operating expenses partially offset by an increase in depreciation
expense. The decrease in operating expense is the result of a decrease in
maintenance expense due to the completion of an exterior painting project and
major landscaping project in 1997 and a reduction in insurance premiums for the
property in 1998. The increase in depreciation expense is due to the amount of
capital improvements capitalized during 1998. Included in general and
administrative expenses at both December 31, 1998 and 1997 are management
reimbursements to the Managing General Partner allowed under the Partnership
Agreement. In addition, costs associated with the quarterly and annual
communications with investors and regulatory agencies and the annual audit and
appraisals required by the Partnership Agreement are also included.
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 expense. 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.
Capital Resources and Liquidity
At December 31, 1998, the Registrant had cash and cash equivalents of
approximately $3,418,000 as compared to approximately $3,048,000 at December 31,
1997. The increase in cash and cash equivalents is due to approximately
$2,181,000 of cash provided by operating activities, which was partially offset
by approximately $479,000 of cash used in investing activities and approximately
$1,332,000 of cash used in financing activities. Net cash used in investing
activities consisted of capital improvements which was partially offset by net
withdrawals from restricted escrows. Net cash used in financing activities
consisted of distributions to partners. The Partnership invests its working
capital reserves in a money market account.
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 asset
and other operating needs of the Registrant and to comply with Federal, state,
and local legal and regulatory requirements. The Registrant has budgeted
approximately $546,000 in capital improvements for the Registrant's property in
1999. Budgeted capital improvements at Village of Pennbrook include structural
improvements, HVAC condensing units, parking lot repairs, and carpeting. The
capital expenditures will be incurred only if cash is available from operations
or from Partnership reserves. To the extent that such budgeted capital
improvements are completed, the Registrant's distributable cash flow, if any,
may be adversely affected at least in the short term.
The Partnership's current assets are thought to be sufficient for any near-term
needs (exclusive of capital improvements) of the Partnership. The mortgage
indebtedness of approximately $19,300,000 consists of interest only payments of
approximately $118,000 at a stated rate of 7.33%. The mortgage matures on
November 1, 2003, with the principal due on the maturity date. The General
Partner will attempt to refinance such indebtedness and/or sell the property
prior to such maturity date. If the property cannot be refinanced or sold for a
sufficient amount, the Registrant will risk losing such property through
foreclosure.
A cash distribution from operations of approximately $1,297,000 was made during
the year ended December 31, 1998, to the partners. In addition, approximately
$35,000 was declared in 1997 and paid in 1998 relating to the correction for
previous amounts withheld on non-resident limited partners. A cash distribution
from operations of approximately $1,018,000 and from the refinancing of the
Village of Pennbrook of approximately $1,882,000 was made during the year ended
December 31, 1997. During the first quarter of fiscal 1999, the Partnership
made a distribution of approximately $2,058,000 from operations. The
Partnership's distribution policy is reviewed on a quarterly basis. There can be
no assurance, however, that the Partnership will generate sufficient funds from
operations after required capital expenditures to permit further distributions
to its partners in 1999 or subsequent periods.
On August 28, 1997, an affiliate of the Managing General Partner (the
"Purchaser") commenced a tender offer for limited partnership units 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 at $180.00 per Unit.
Year 2000 Compliance
General Description of the Year 2000 Issue and the Nature and Effects of the
Year 2000 on Information Technology (IT) and Non-IT Systems
The Year 2000 issue is the result of computer programs being written using two
digits rather than four digits to define the applicable year. The Partnership
is dependent upon the Managing General Partner and its affiliates for management
and administrative services ("Managing Agent"). Any of the computer programs or
hardware that have date-sensitive software or embedded chips may recognize a
date using "00" as the year 1900 rather than the year 2000. This could result
in a system failure or miscalculations causing disruptions of operations,
including, among other things, a temporary inability to process transactions,
send invoices, or engage in similar normal business activities.
Over the past two years, the Managing Agent has determined that it will be
required to modify or replace significant portions of its software and certain
hardware so that those systems will properly utilize dates beyond December 31,
1999. The Managing Agent presently believes that with modifications or
replacements of existing software and certain hardware, the Year 2000 issue can
be mitigated. However, if such modifications and replacements are not made or
not completed in time, the Year 2000 issue could have a material impact on the
operations of the Partnership.
The Managing Agent's plan to resolve Year 2000 issues involves four Phases:
assessment, remediation, testing, and implementation. To date, the Managing
Agent has fully completed its assessment of all the information systems that
could be significantly affected by the Year 2000, and has begun the remediation,
testing and implementation phases on both hardware and software systems.
Assessments are continuing in regards to embedded systems. The status of each
is detailed below.
Status of Progress in Becoming Year 2000 Compliant, Including Timetable for
Completion of Each Remaining Phase
Computer Hardware:
During 1997 and 1998, the Managing Agent identified all of the computer systems
at risk and formulated a plan to repair or replace each of the affected systems.
In August 1998, the mainframe system used by the Managing Agent became fully
functional. In addition to the mainframe, PC-based network servers and routers
and desktop PCs were analyzed for compliance. The Managing Agent has begun to
replace each of the non-compliant network connections and desktop PCs and, as of
December 31, 1998, had completed approximately 75% of this effort.
The total cost to the Managing Agent to replace the PC-based network servers,
routers and desktop PCs is expected to be approximately $1.5 million of which
$1.3 million has been incurred to date. The remaining network connections and
desktop PCs are expected to be upgraded to Year 2000 compliant systems by March
31, 1999.
Computer software:
The Managing Agent utilizes a combination of off-the-shelf, commercially
available software programs as well as custom-written programs that are designed
to fit specific needs. Both of these types of programs were studied, and
implementation plans written and executed with the intent of repairing or
replacing any non-compliant software programs.
During 1998, the Managing Agent began converting the existing property
management and rent collection systems to its management properties Year 2000
compliant systems. The estimated additional costs to convert such systems at
all properties, is $200,000, and the implementation and the testing process is
expected to be completed by March 31, 1999.
The final software area is the office software and server operating systems.
The Managing Agent has upgraded all non-compliant office software systems on
each PC and has upgraded 80% of the server operating systems. The remaining
server operating systems are planned to be upgraded to be Year 2000 compliant by
March 31, 1999.
Operating Equipment:
The Managing Agent has operating equipment, primarily at the property sites,
which needed to be evaluated for Year 2000 compliance. In September 1997, the
Managing Agent began taking a census and inventory of embedded systems
(including those devices that use time to control systems and machines at
specific properties, for example elevators, heating, ventilating, and air
conditioning systems, security and alarm systems, etc.).
The Managing Agent has chosen to focus its attention mainly upon security
systems, elevators, heating, ventilating and air conditioning systems, telephone
systems and switches, and sprinkler systems. While this area is the most
difficult to fully research adequately, management has not yet found any major
non-compliance issues that put the Managing Agent at risk financially or
operationally. The Managing Agent intends to have a third-party conduct an
audit of these systems and report their findings by March 31, 1999.
Any of the above operating equipment that has been found to be non-compliant to
date has been replaced or repaired. To date, these have consisted only of
security systems and phone systems. As of December 31, 1998 the Managing Agent
has evaluated approximately 86% of the operating equipment for the Year 2000
compliance.
The total cost incurred for all properties managed by the Managing Agent as of
December 31, 1998 to replace or repair the operating equipment was approximately
$400,000. The Managing Agent estimates the cost to replace or repair any
remaining operating equipment is approximately $325,000, which is expected to be
completed by April 30, 1999.
The Managing Agent continues to have "awareness campaigns" throughout the
organization designed to raise awareness and report any possible compliance
issues regarding operating equipment within our enterprise.
Nature and Level of Importance of Third Parties and Their Exposure to the Year
2000
The Managing Agent continues to conduct surveys of its banking and other vendor
relationships to assess risks regarding their Year 2000 readiness. The Managing
Agent has banking relationships with three major financial institutions, all of
which have indicated their compliance efforts will be complete before May 1999.
The Managing Agent has updated data transmission standards with two of the three
financial institutions. The Managing Agent's contingency plan in this regard is
to move accounts from any institution that cannot be certified Year 2000
compliant by June 1, 1999.
The Partnership does not rely heavily on any single vendor for goods and
services, and does not have significant suppliers and subcontractors who share
information systems (external agent). To date the Partnership is not aware of
any external agent with a Year 2000 compliance issue that would materially
impact the Partnership's results of operations, liquidity, or capital resources.
However, the Partnership has no means of ensuring that external agents will be
Year 2000 compliant.
The Managing Agent does not believe that the inability of external agents to
complete their Year 2000 remediation process in a timely manner will have a
material impact on the financial position or results of operations of the
Partnership. However, the effect of non-compliance by external agents is not
readily determinable.
Costs to Address Year 2000
The total cost of the Year 2000 project to the Managing Agent is estimated at
$3.5 million and is being funded from operating cash flows. To date, the
Managing Agent has incurred approximately $2.8 million ($0.6 million expensed
and $2.2 million capitalized for new systems and equipment) related to all
phases of the Year 2000 project. Of the total remaining project costs,
approximately $0.5 million is attributable to the purchase of new software and
operating equipment, which will be capitalized. The remaining $0.2 million
relates to repair of hardware and software and will be expensed as incurred.
The Partnership's portion of these costs are not material.
Risks Associated with the Year 2000
The Managing Agent believes it has an effective program in place to resolve the
Year 2000 issue in a timely manner. As noted above, the Managing Agent has not
yet completed all necessary phases of the Year 2000 program. In the event that
the Managing Agent does not complete any additional phases, certain worst case
scenarios could occur. The worst case scenarios could include elevators,
security and heating, ventilating and air conditioning systems that read
incorrect dates and operate with incorrect schedules (e.g., elevators will
operate on Monday as if it were Sunday). Although such a change would be
annoying to residents, it is not business critical.
In addition, disruptions in the economy generally resulting from Year 2000
issues could also adversely affect the Partnership. The Partnership could be
subject to litigation for, among other things, computer system failures,
equipment shutdowns or failure to properly date business records. The amount of
potential liability and lost revenue cannot be reasonably estimated at this
time.
Contingency Plans Associated with the Year 2000
The Managing Agent has contingency plans for certain critical applications and
is working on such plans for others. These contingency plans involve, among
other actions, manual workarounds and selecting new relationships for such
activities as banking relationships and elevator operating systems.
ITEM 7. FINANCIAL STATEMENTS
NATIONAL PROPERTY INVESTORS 4
LIST OF FINANCIAL STATEMENTS
Report of Ernst & Young LLP, Independent Auditors
Balance Sheet - December 31, 1998
Statements of Operations - Years ended December 31, 1998 and 1997
Statements of Changes in Partners' Deficit - Years ended December 31,
1998 and 1997
Statements of Cash Flows - Years ended December 31, 1998 and 1997
Notes to Financial Statements
Report of Ernst & Young LLP, Independent Auditors
To The Partners
National Property Investors 4
We have audited the accompanying balance sheet of National Property Investors 4
as of December 31, 1998, and the related statements of operations, changes in
partners' deficit and cash flows for each of the two years in the period ended
December 31, 1998. These financial statements are the responsibility of the
Partnership's management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by the
Partnership's management, as well as evaluating the overall financial statement
presentation. We believe that our audits provides a reasonable basis for our
opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of National Property Investors 4
at December 31, 1998, and the results of its operations and its cash flows for
each of the two years in the period ended December 31, 1998, in conformity with
generally accepted accounting principles.
/s/Ernst & Young LLP
Greenville, South Carolina
March 3, 1999
NATIONAL PROPERTY INVESTORS 4
BALANCE SHEET
(in thousands, except unit data)
December 31, 1998
Assets:
Cash and cash equivalents $ 3,418
Receivables and deposits 646
Restricted escrows 478
Other assets 574
Investment property (Note D and E):
Land $ 1,980
Buildings and related personal property 24,664
26,644
Less accumulated depreciation (18,939) 7,705
$ 12,821
Liabilities and Partners' Deficit
Liabilities:
Accounts payable $ 13
Tenant security deposits liabilities 435
Other liabilities 163
Mortgage note payable (Note D) 19,300
Partners' Deficit:
General partner $ (317)
Limited partners (60,005 units issued
and outstanding) (6,773) (7,090)
$ 12,821
See Accompanying Notes to Financial Statements
NATIONAL PROPERTY INVESTORS 4
STATEMENTS OF OPERATIONS
(in thousands, except unit data)
Years Ended December 31,
1998 1997
Revenues:
Rental income $ 6,361 $ 6,246
Other income 351 359
Total revenues 6,712 6,605
Expenses:
Operating 2,224 2,415
General and administrative 365 353
Depreciation 993 960
Interest 1,489 1,487
Property taxes 483 467
Total expenses 5,554 5,682
Net income $ 1,158 $ 923
Net income allocated to general partner (1%) $ 12 $ 9
Net income allocated to limited partners (99%) 1,146 914
Net income $ 1,158 $ 923
Net income per limited partnership unit $ 19.10 $ 15.23
Distribution per limited partnership unit $ 21.40 $ 48.75
See Accompanying Notes to Financial Statements
NATIONAL PROPERTY INVESTORS 4
STATEMENTS OF CHANGES IN PARTNERS' DEFICIT
(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, 1996 60,005 $ (315) $ (4,624) $ (4,939)
Distributions to partners -- (10) (2,925) (2,935)
Net income for the year
ended December 31, 1997 -- 9 914 923
Partners' deficit at
December 31, 1997 60,005 (316) (6,635) (6,951)
Distribution to partners -- (13) (1,284) (1,297)
Net income for the year
ended December 31, 1998 -- 12 1,146 1,158
Partners' deficit at
December 31, 1998 60,005 $ (317) $ (6,773) $ (7,090)
See Accompanying Notes to Financial Statements
NATIONAL PROPERTY INVESTORS 4
STATEMENTS OF CASH FLOWS
(in thousands)
Years Ended December 31,
1998 1997
Cash flows from operating activities:
Net income $ 1,158 $ 923
Adjustments to reconcile net income to
net cash provided by operating activities:
Depreciation 993 960
Amortization of loan costs 75 72
Loss on disposal of asset -- 15
Change in accounts:
Receivables and deposits 17 (118)
Other assets 4 5
Accounts payable (57) (18)
Tenant security deposit liabilities 30 (4)
Other liabilities (39) 23
Net cash provided by operating activities 2,181 1,858
Cash flows from investing activities:
Net withdrawals from (deposits to)
restricted escrows 118 (185)
Property improvements and replacements (597) (380)
Net cash used in investing activities (479) (565)
Cash flows from financing activities:
Loan costs -- (19)
Distribution to partners (1,332) (2,900)
Net cash used in financing activities (1,332) (2,919)
Net increase (decrease) in cash and cash equivalents 370 (1,626)
Cash and cash equivalents at beginning of year 3,048 4,674
Cash and cash equivalents at end of year $ 3,418 $ 3,048
Supplemental information:
Cash paid for interest $ 1,415 $ 1,415
Distribution payable $ -- $ 35
See Accompanying Notes to Financial Statements
NATIONAL PROPERTY INVESTORS 4
Notes to Financial Statements
December 31, 1998
NOTE A - ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES
Organization:
National Property Investors 4, a California limited partnership (the
"Partnership" or "Registrant"), was formed on July 1, 1980, to acquire, hold for
investment, and ultimately sell income-producing real estate. Capital
contributions of $30,002,500 ($500 per unit) were made by the limited partners.
In addition, the general partner contributed $1,000. The Partnership owns one
apartment complex located in Falls Township, Pennsylvania. The managing general
partner is NPI Equity Investments, Inc. ("NPI Equity" or the "Managing General
Partner"). The Managing General Partner is a wholly-owned subsidiary of
Insignia Properties Trust ("IPT"). Effective February 26, 1999 IPT was merged
into Apartment Investment and Management Company ("AIMCO").
Use of Estimates:
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the amounts reported in the financial statements and accompanying notes.
Actual results could differ from those estimates.
Investment Property
Investment property consists of one apartment complex and is stated at cost.
Acquisition fees are capitalized as a cost of real estate. In accordance with
Financial Accounting Standards Board Statement No. 121, "Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of",
the Partnership records impairment losses on long-lived assets used in
operations when events and circumstances indicate that the assets might be
impaired and the undiscounted cash flows estimated to be generated by those
assets are less than the carrying amounts of those assets. Costs of apartment
properties that have been permanently impaired have been written down to
appraised value. No adjustments for impairment of value were recorded in the
years ended December 31, 1998 or 1997.
Depreciation:
Depreciation is provided by the straight-line method over the estimated lives of
the apartment property and related personal property ranging from 5 to 27.5
years.
Cash and Cash Equivalents:
Includes cash on hand and in banks, money market accounts, and certificates of
deposit with original maturities of less than 90 days. At certain times, the
amount of cash deposited at a bank may exceed the limit on insured deposits.
Loan Costs:
Loan costs of $523,000 are included in "Other assets" in the accompanying
balance sheet and are being amortized on a straight-line basis over the life of
the loan. At December 31, 1998, accumulated amortization is $156,000.
Amortization of loan costs is included in interest expense.
Tenant Security Deposits:
The Partnership requires security deposits from lessees for the duration of the
lease and such deposits are included in receivables and deposits. The security
deposits are refunded when the tenant vacates, provided the tenant has not
damaged its space and is current on its rental payments.
Fair Value of Financial Instruments:
Statement of Financial Accounting Standards ("SFAS") No. 107, "Disclosures about
Fair Value of Financial Instruments", as amended by SFAS No. 119, "Disclosures
about Derivative Financial Instruments and Fair Value of Financial Instruments",
requires disclosure of fair value information about financial instruments,
whether or not recognized in the balance sheet, for which it is practicable to
estimate fair value. Fair value is defined in the SFAS as the amount at which
the instruments could be exchanged in a current transaction between willing
parties, other than in a forced or liquidation sale. The Partnership believes
that the carrying amount of its financial instruments (except for long term
debt) approximates their fair value due to the short term maturity of these
instruments. The fair value of the Partnership's long term debt, after
discounting the scheduled loan payments to maturity, approximates its carrying
balance.
Leases:
The Partnership generally leases apartment units for twelve month terms or less.
The Partnership recognizes income as earned on its leases. In addition, the
General Partner's policy is to offer rental concessions during particularly slow
months or in response to heavy competition from similar complexes in the area.
Concessions are charged against rental income as incurred.
Allocation of Profits, Gains and Losses:
Profits, gains and losses of the Partnership are allocated between general and
limited partners in accordance with the provisions of the Partnership Agreement.
Segment Reporting:
In June 1997, the Financial Accounting Standards Board issued Statement of
Financial Standards No. 131, Disclosure about Segments of an Enterprise and
Related Information ("Statement 131"), which is effective for years beginning
after December 15, 1997. Statement 131 established standards for the way that
public business enterprises report information about operating segments in
annual financial statements and requires that those enterprises report selected
information about operating segments in interim financial reports. (See "Note
G" for detailed disclosure)
Income Taxes:
Taxable income or loss of the Partnership is reported in the income tax returns
of its partners. Accordingly, no provision for income taxes is made in the
financial statements of the Partnership.
Advertising Costs:
The partnership expenses the cost of advertising as incurred. Advertising costs
of approximately $71,000 in 1998 and $66,000 in 1997 are charged to expense as
incurred and are included in operating expenses.
Reclassifications:
Certain reclassifications have been made to the 1997 balances to conform to the
1998 presentation.
NOTE B - TRANSFER OF CONTROL
Pursuant to a series of transactions which closed on October 1, 1998 and
February 26, 1999, Insignia Financial Group, Inc. and IPT merged into Apartment
Investment and Management Company,("AIMCO"), a publicly traded real estate
investment trust, with AIMCO being the surviving corporation (the "Insignia
Merger"). As a result, AIMCO ultimately acquired a 100% ownership interest in
Insignia Properties Trust ("IPT"), the entity which controls the Managing
General Partner. The Managing General Partner does not believe that this
transaction will have a material effect on the affairs and operations of the
Partnership.
NOTE C - 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.
The following transactions with the Managing General Partner and its affiliates
were incurred during the twelve month periods ended December 31, 1998 and 1997:
1998 1997
(in thousands)
Property management fees (included in operating
expenses) $330 $324
Reimbursement for services of affiliates, including
approximately $33,000 and $56,000 of construction
services reimbursements in 1998 and 1997, respectively
(included in investment properties and operating
and general and administrative expenses) 142 198
Partnership management fee (included in general and
administrative expenses) 26 21
Non accountable reimbursement (included in general and
administrative expenses) 100 100
During the years ended December 31, 1998 and 1997 affiliates of the Managing
General Partner were entitled to receive 5% of gross receipts from the
Partnership's property for providing property management services. The
Partnership paid to such affiliates $330,000 and $324,000 for the years ended
December 31, 1998 and 1997, respectively.
Affiliates of the Managing General Partner received reimbursement of accountable
administrative expenses amounting to approximately $142,000 and $198,000 for the
years ended December 31, 1998 and 1997, respectively.
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 both 1998 and
1997. This reimbursement was paid in both 1998 and 1997.
In addition to the amounts discussed above, as compensation 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 in January 1998 in conjunction with the operating
distribution made at that time. The fee in the amount of approximately $21,000,
related to the December 1997 operating distribution was accrued at December 31,
1997 and paid in January 1998.
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 at $180.00 per Unit.
AIMCO currently owns, through affiliates, a total of 36,967 limited partnership
units or 62%. Consequently, AIMCO could be in a position to significantly
influence all voting decisions with respect to the Registrant. Under the
Partnership Agreement, unitholders holding a majority of the Units are entitled
to take action with respect to a variety of matters. When voting on matters,
AIMCO would in all likelihood vote the Units it acquired in a manner favorable
to the interest of the Managing General Partner because of their affiliation
with the Managing General Partner. However, with respect to 26,466 units,
Insignia Properties, LP is required to vote such Units: (i) against any increase
in compensation payable to the Managing General Partner or to affiliates; and
(ii) on all other matters submitted by it or its affiliates, in proportion to
the votes cast by non-tendering unitholders. Except for the foregoing, no other
limitations are imposed on Insignia Properties, L.P.'s ability to influence
voting decisions with respect to the Partnership.
For the period from January 1, 1997, to 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 current year's
master policy. The 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 that accrued to the
benefit of the affiliate of the Managing General Partner by virtue of the
agent's obligations was not significant.
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.
NOTE D - MORTGAGE NOTE PAYABLE
The principal terms of the mortgage payable are as follows:
Principal Monthly Principal
Balance At Payment Stated Balance
December 31, Interest Interest Maturity Due At
Property 1997 Only Rate Date Maturity
(in thousands) (in thousands)
Village of Pennbrook
Apartments $19,300 $ 118 7.33% 11/01/03 $19,300
The mortgage payable has interest only payments with a balloon payment due in
2003.
The mortgage note payable is non-recourse and is secured by pledge of the
Partnership's investment property and by pledge of revenues from the investment
property. Prepayment penalties are imposed if the mortgage note is repaid prior
to maturity. Further, the property may not be sold subject to existing
indebtedness.
NOTE E - REAL ESTATE AND ACCUMULATED DEPRECIATION
Initial Cost
To Partnership
(in thousands)
Cost
Buildings Capitalized
and Related (Removed)
Personal Subsequent to
Description Encumbrances Land Property Acquisition
Village of Pennbrook Apartments $19,300 $ 1,972 $ 18,245 $ 6,427
Falls Township, Pennsylvania
Gross Amount at Which Carried
At December 31, 1998
(in thousands)
Buildings
And Related
Personal Accumulated Date Depreciable
Description Land Property Total Depreciation Acquired Life-Years
Village of Pennbrook
Apartments $1,980 $ 24,664 $26,644 $ 18,939 12/81 5-27.5 yrs.
Falls Township,
Pennsylvania
Reconciliation of Real Estate and Accumulated Depreciation
Years Ended December 31,
1998 1997
Investment Property
Balance at beginning of year $ 26,047 $ 25,722
Property improvements 597 380
Dispositions -- (55)
Balance at end of year $ 26,644 $ 26,047
December 31,
1998 1997
Accumulated Depreciation
Balance at beginning of year $ 17,946 $ 17,026
Additions charged to expense 993 960
Dispositions -- (40)
Balance at end of year $ 18,939 $ 17,946
The aggregate cost of the real estate for Federal income tax purposes at
December 31, 1998 and 1997, is $4,215,000 and $25,547,000, respectively. The
accumulated depreciation taken for Federal income tax purposes at December 31,
1998 and 1997, is $39,000 and $21,738,000, respectively. Due to Insignia
Properties, L.P. acquiring over 50% of the limited partnership units during
1998, the Partnership was technically terminated for tax purposes.
NOTE F - INCOME TAXES
The following is a reconciliation of reported net income and Federal taxable
income:
Years Ended December 31,
1998 1997
(in thousands, except unit data)
Net income as reported $ 1,158 $ 923
Add (deduct):
Depreciation differences 762 723
Prepaid rent 90 --
Management fees -- 120
Miscellaneous (8) 37
Federal taxable income $ 2,002 $ 1,803
Federal taxable income
per limited partnership unit $ 33.03 $ 29.75
The following is a reconciliation between the Partnership's reported amounts and
Federal tax basis of partners' deficit (in thousands):
1998
Partners' deficit as reported $ (7,090)
Land and buildings (22,429)
Accumulated depreciation 18,900
Syndication and distribution costs 3,375
Other 140
Partners' deficit - Federal tax basis $ (7,104)
NOTE G - SEGMENT REPORTING
Description of the types of products and services from which the reportable
segment derives its revenues
As defined by SFAS No. 131, "Disclosures about Segments of an Enterprise and
Related Information", the Partnership has one reportable segment: residential
properties. The Partnership's residential property segment consists of one
apartment complex in Pennsylvania. The Partnership rents apartment units to
people for terms that are typically less than twelve months.
Measurement of segment profit or loss
The Partnership evaluates performance based on net income. The accounting
policies of the reportable segment are the same as those described in the
summary of significant accounting policies.
Factors management used to identify the enterprise's reportable segment
Segment information for the years 1998 and 1997 (in thousands) is shown in the
tables below. The "Other" column includes partnership administration related
items and income and expense not allocated to the reportable segment.
1998 Residential Other Totals
Rental income $ 6,361 $ -- $ 6,361
Other income 235 116 351
Interest expense 1,489 -- 1,489
Depreciation 993 -- 993
General and administrative expense -- 365 365
Segment profit (loss) 1,407 (249) 1,158
Total assets 9,732 3,089 12,821
Capital expenditures for investment
property 597 -- 597
1997 Residential Other Totals
Rental income $ 6,246 $ -- $ 6,246
Other income 244 115 359
Interest expense 1,487 -- 1,487
Depreciation 960 -- 960
General and administrative expense -- 353 353
Segment profit (loss) 1,161 (238) 923
Total assets 10,047 3,014 13,061
Capital expenditures for investment
properties 380 -- 380
NOTE H - 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 were heard during February 1999.
No ruling on such demurrers has been received. The Managing General Partner
does not anticipate that costs associated with this case, if any, to be material
to the Partnership's overall operations.
Estate of Harry Schubert v. National Property Investors 4, Civil Action No.
97-09129, Court of Common Pleas of Bucks County, Pennsylvania. The Plaintiff
brought action against the Partnership alleging that as the result of carbon
monoxide and methane poisoning due to a malfunctioning heating unit in the
deceased's apartment at the Partnership's property, the decedent lost
consciousness for several hours, suffered respiratory arrest and suffered
other pains and injuries. The Plaintiff alleges breach of contract, fraud,
violations of the Unfair Trade Practices and Consumer Protection Law and
negligence. This matter is currently in the preliminary stages of discovery.
The Partnership intends to vigorously defend this matter.
The Partnership is unaware of any other pending or outstanding litigation that
is not of a routine nature arising in the ordinary course of business.
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURES
There were no disagreements with Ernst & Young, LLP regarding the 1998 or 1997
audit of the Partnership's financial statements.
PART III
ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS,
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
The Partnership has no officers or directors. NPI Equity, the Managing General
Partner, manages substantially all of the Partnership's affairs and has general
responsibility in all matters affecting its business. NPI Equity is a wholly
owned subsidiary of AIMCO.
The name of the directors and executive officers of the Managing General
Partner, their age and the nature of all positions with NPI Equity presently
held by them are set forth below. There are no family relationships between or
among any officers and directors.
Name Age Position
Patrick J. Foye 41 Executive Vice President and Director
Timothy R. Garrick 42 Vice President - Accounting and Director
Patrick J. Foye has been Executive Vice President and Director of the Managing
General Partner since October 1, 1998. Mr. Foye has served as Executive Vice
President of AIMCO since May 1998. Prior to joining AIMCO, Mr. Foye was a
partner in the law firm of Skadden, Arps, Slate, Meagher & Flom LLP from 1989 to
1998 and was Managing Partner of the firm's Brussels, Budapest and Moscow
offices from 1992 through 1994. Mr. Foye is also Deputy Chairman of the Long
Island Power Authority and serves as a member of the New York State
Privatization Council. He received a B.A. from Fordham College and a J.D. from
Fordham University Law School.
Timothy R. Garrick has served as Vice President-Accounting of AIMCO and Vice
President-Accounting and Director of the Managing General Partner since October
1, 1998. Prior to that date, Mr. Garrick served as Vice President-Accounting
Services of Insignia Financial Group since June of 1997. From 1992 until June
of 1997, Mr. Garrick served as Vice President of Partnership Accounting and from
1990 to 1992 as an Asset Manager for Insignia Financial Group. From 1984 to
1990, Mr. Garrick served in various capacities with U.S. Shelter Corporation.
From 1979 to 1984, Mr. Garrick worked on the audit staff of Ernst & Whinney.
Mr. Garrick received his B.S. Degree from the University of South Carolina and
is a Certified Public Accountant.
ITEM 10. EXECUTIVE COMPENSATION
No direct compensation was paid or payable by the Partnership to directors or
officers for the year ended December 31, 1998.
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Except as provided below, as of December 31, 1998, no person or entity was known
to own of record or beneficially more than five percent of the Units of the
Partnership.
Number of Percent
Name and Address Units Of Total
Insignia Properties, L.P. 32,515 54%
(an affiliate of AIMCO)
IPLP Acquisition I, LLC 4,452 8%
(an affiliate of AIMCO)
Insignia Properties L.P. and IPLP Acquisition I, LLC are indirectly ultimately
owned by AIMCO. Their business address is 55 Beattie Place, Greenville, SC
29602.
No director or officer of the General Partner owns any Units.
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
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.
The following transactions with the Managing General Partner and its affiliates
were incurred during the twelve month periods ended December 31, 1998 and 1997:
1998 1997
(in thousands)
Property management fees (included in operating
expenses) $330 $324
Reimbursement for services of affiliates, including
approximately $33,000 and $56,000 of construction
services reimbursements in 1998 and 1997, respectively
(included in investment properties and operating
and general and administrative expenses) 142 198
Partnership management fee (included in general and
administrative expenses) 26 21
Non accountable reimbursement (included in general and
administrative expenses) 100 100
During the years ended December 31, 1998 and 1997 affiliates of the Managing
General Partner were entitled to receive 5% of gross receipts from the
Partnership's property for providing property management services. The
Partnership paid to such affiliates $330,000 and $324,000 for the years ended
December 31, 1998 and 1997, respectively.
Affiliates of the Managing General Partner received reimbursement of accountable
administrative expenses amounting to approximately $142,000 and $198,000 for the
years ended December 31, 1998 and 1997, respectively.
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 both 1998 and
1997. This reimbursement was paid in both 1998 and 1997.
In addition to the amounts discussed above, as compensation 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 in January 1998 in conjunction with the operating
distribution made at that time. The fee in the amount of approximately $21,000,
related to the December 1997 operating distribution was accrued at December 31,
1997 and paid in January 1998.
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 at $180.00 per Unit.
AIMCO currently owns, through affiliates, a total of 36,967 limited partnership
units or 62%. Consequently, AIMCO could be in a position to significantly
influence all voting decisions with respect to the Registrant. Under the
Partnership Agreement, unitholders holding a majority of the Units are entitled
to take action with respect to a variety of matters. When voting on matters,
AIMCO would in all likelihood vote the Units it acquired in a manner favorable
to the interest of the Managing General Partner because of their affiliation
with the Managing General Partner. However, with respect to 26,466 units,
Insignia Properties, L.P. is required to vote such Units: (i) against any
increase in compensation payable to the Managing General Partner or to
affiliates; and (ii) on all other matters submitted by it or its affiliates,
in proportion to the votes cast by non-tendering unitholders. Except for the
foregoing, no other limitations are imposed on Insignia Properties, L.P.'s
ability to influence voting decisions with respect to the Partnership.
For the period from January 1, 1997, to 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 current year's
master policy. The 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 that accrued to the
benefit of the affiliate of the Managing General Partner by virtue of the
agent's obligations was not significant.
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.
ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits:
Exhibit 27, Financial Data Schedule, is filed as an exhibit to this
report.
(b) Reports on Form 8-K filed during the fourth quarter of 1998:
Current Report on Form 8-K dated October 1, 1998 and filed on October
16 1998 disclosing change in control of Registrant from Insignia
Financial Group, Inc. to AIMCO.
SIGNATURES
In accordance with Section 13 or 15(d) 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 J. Foye
Patrick J. Foye
Executive Vice President
By: /s/Timothy R. Garrick
Timothy R. Garrick
Vice President - Accounting
Date: March 31, 1999
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the registrant and
in the capacities and on the dates indicated.
By:/s/Patrick J. Foye Executive Vice President Date: March 31, 1999
Patrick J. Foye and Director
By:/s/Timothy R. Garrick Vice President - Accounting Date: March 31, 1999
Timothy R. Garrick and Director
NATIONAL PROPERTY INVESTORS 4
EXHIBIT INDEX
Exhibit Number Description of Exhibit
2.1 NPI, Inc. Stock Purchase Agreement, dated as of August
17, 1995, incorporated by reference to the Partnership's
Current Report on Form 8-K dated August 17, 1995.
2.2 Partnership Units Purchase Agreement dated as of August
17, 1995 incorporated by reference to Exhibit 2.1 to Form
8-K filed by Insignia Financial Group, Inc. ("Insignia")
with the Securities and Exchange Commission on September
1, 1995.
2.3 Management Purchase Agreement dated as of August 17, 1995
incorporated by reference to Exhibit 2.2 to Form 8-K
filed by Insignia with the Securities and Exchange
Commission on September 1, 1995.
2.4 Agreement and Plan of Merger, dated as of October 1,
1998, by and between AIMCO and IPT shown as Exhibit 2.1
in 8-k dated as of October 1, 1988.
2.5 Master Indemnity Agreement dated as of August 17, 1995
incorporated by reference to Exhibit 2.5 to Form 8-K
filed by Insignia with the Securities and Exchange
Commission on September 1, 1995.
3.4 Agreement of Limited Partnership, incorporated by
reference to Exhibit A to the Prospectus of the
Partnership dated September 20, 1983, as amended on June
13, 1989, and as thereafter supplemented contained in the
Partnership's Registration Statement on Form S-11 (Reg.
No. 2-79007).
10.1 Agreement to Purchase Village of Pennbrook Apartments
dated November 25, 1981 between the Partnership and SB
Partners, incorporated by reference to the Exhibits to
the Partnership's Current Report on Form 8-K dated
November 25, 1981.
10.4 Property Management Agreement dated June 21, 1991, by and
between the Partnership and NPI Management incorporated
by reference to Exhibit 10.4 to the Partnership's Annual
Report on Form 10-K for the year ended December 31, 1991.
10.5 Multifamily Note dated September 30, 1996, by and between
the Partnership and Lehman Brothers Holding, Inc. for the
Village of Pennbrook incorporated by reference to Exhibit
10.5 to the Partnership's Annual Report on Form 10-K for
the year ended December 31, 1991.
10.6 Multifamily Note dated November 1, 1996, by and between
the Partnership and Lehman Brothers Holdings, Inc. for
the Village of Pennbrook incorporated by reference to
Exhibit 10.6 to the Partnership's Annual Report on Form
10-K for the year ended December 31, 1991.
16 Letter dated December 8, 1997, from the Registrant's
former independent accountant regarding its concurrence
with the statements made by the Registrant in this
Current Report
27 Financial Data Schedule.
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from National
Property Investors 4 1998 Year-End 10-KSB and is qualified in its entirety by
reference to such 10-KSB filing.
</LEGEND>
<CIK> 0000318508
<NAME> NATIONAL PROPERTY INVESTORS 4
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> DEC-31-1998
<CASH> 3,418
<SECURITIES> 0
<RECEIVABLES> 646
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0<F1>
<PP&E> 26,644
<DEPRECIATION> 18,939
<TOTAL-ASSETS> 12,821
<CURRENT-LIABILITIES> 0<F1>
<BONDS> 19,300
0
0
<COMMON> 0
<OTHER-SE> (7,090)
<TOTAL-LIABILITY-AND-EQUITY> 12,821
<SALES> 0
<TOTAL-REVENUES> 6,712
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 5,554
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,489
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,158
<EPS-PRIMARY> 19.10<F2>
<EPS-DILUTED> 0
<FN>
<F1>Registrant has an unclassified balance sheet.
<F2>Multiplier is 1.
</FN>
</TABLE>
