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, 1999
[ ] 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, PO 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 preceding 12 months (or for such
shorter period that the Partnership 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, 1999
Assets
Cash and cash equivalents $ 1,175
Receivables and deposits 497
Restricted escrows 149
Other assets 733
Investment property:
Land $ 1,980
Buildings and related personal property 25,026
27,006
Less accumulated depreciation (19,726) 7,280
$ 9,834
Liabilities and Partners' Deficit
Liabilities
Accounts payable $ 47
Tenant security deposit liabilities 398
Accrued property taxes 30
Other liabilities 196
Mortgage note payable 19,300
Partners' Deficit
General partner $ (348)
Limited partner (60,005 units
issued and outstanding) (9,789) (10,137)
$ 9,834
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,
1999 1998 1999 1998
Revenues:
Rental income $1,620 $1,597 $4,849 $4,704
Other income 90 115 264 267
Total revenues 1,710 1,712 5,113 4,971
Expenses:
Operating 543 546 1,629 1,664
General and administrative 192 32 410 243
Depreciation 272 249 787 732
Interest 372 373 1,117 1,117
Property taxes 124 123 369 360
Total expenses 1,503 1,323 4,312 4,116
Net income $ 207 $ 389 $ 801 $ 855
Net income allocated
to general partner (1%) $ 2 $ 4 $ 8 $ 9
Net income allocated
to limited partners (99%) 205 385 793 846
$ 207 $ 389 $ 801 $ 855
Net income per limited
partnership unit $ 3.42 $ 6.42 $ 13.22 $ 14.10
Distribution per limited
partnership unit $ 29.53 $ -- $ 63.48 $ 21.40
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, 1998 60,005 $ (317) $(6,773) $ (7,090)
Net income for the nine months
ended September 30, 1999 -- 8 793 801
Distributions to partners -- (39) (3,809) (3,848)
Partners' deficit
at September 30, 1999 60,005 $ (348) $(9,789) $(10,137)
See Accompanying Notes to Financial Statements
d)
NATIONAL PROPERTY INVESTORS 4
STATEMENTS OF CASH FLOWS
(Unaudited)
(in thousands)
Nine Months Ended
September 30,
1999 1998
Cash flows from operating activities:
Net income $ 801 $ 855
Adjustments to reconcile net income to cash
provided by operating activities:
Depreciation 787 732
Amortization of loan costs 56 56
Change in accounts:
Receivables and deposits 149 101
Other assets (215) (115)
Accounts payable 34 (33)
Tenant security deposit liabilities (37) 45
Accrued property taxes 30 --
Other liabilities 33 (51)
Net cash provided by operating activities 1,638 1,590
Cash flows used in investing activities:
Net withdrawals from restricted escrows 329 165
Property improvements and replacements (362) (372)
Net cash used in investing activities (33) (207)
Cash flows used in financing activities:
Distribution to partners (3,848) (1,297)
Net (decrease) increase in cash and cash equivalents (2,243) 86
Cash and cash equivalents at beginning of period 3,418 3,048
Cash and cash equivalents at end of period $1,175 $3,134
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" or the "Registrant") 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, 1999, are not
necessarily indicative of the results that may be expected for the fiscal year
ending December 31, 1999. For further information, refer to the financial
statements and footnotes thereto included in the Partnership's Annual Report on
Form 10-KSB for the fiscal year ended December 31, 1998.
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 Insignia Properties Trust
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 acquired 100% ownership interest in
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
affiliates of the Managing General Partner were incurred during the nine months
ended September 30, 1999 and 1998:
1999 1998
(in thousands)
Property management fees (included in operating expenses) $255 $244
Reimbursement for services of affiliates (included in
investment property and general and administrative and
operating expenses) 84 110
Partnership management fee (included in general and
administrative expense) 203 26
Non-accountable reimbursement (included in general
and administrative expenses) 100 100
During the nine months ended September 30, 1999 and 1998, 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 approximately $255,000 and $244,000 for the
nine months ended September 30, 1999 and 1998, respectively.
Affiliates of the Managing General Partner received reimbursements of
accountable administrative expenses amounting to approximately $84,000 and
$110,000 for the nine months ended September 30, 1999 and 1998, respectively.
These amounts include approximately $5,000 and $27,000 for construction services
reimbursements in 1999 and 1998, respectively.
For services relating to the administration of the Partnership and operation of
the Partnership's 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 1999 and
1998. This reimbursement was paid in both the nine month periods ended
September 30, 1999 and 1998.
In addition to the amounts discussed above, as compensation for services
rendered in managing the Partnership, the Managing General Partner is entitled
to receive Partnership management fees in conjunction with distributions of cash
from operations, subject to certain limitations. Approximately $203,000 of fees
have been paid in 1999 in conjunction with the operating distributions made
during the nine months ended September 30, 1999. A fee in the amount of
approximately $26,000 was paid in January 1998 in conjunction with the operating
distribution that was accrued at December 31, 1997 and paid in January 1998.
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.
On June 9, 1999, AIMCO Properties, L.P., an affiliate of the Managing General
Partner commenced a tender offer to purchase up to 10,528.99 (17.55% of the
total outstanding units) units of limited partnership interest in the
Partnership for a purchase price of $272 per unit. The offer expired on July
30, 1999. Pursuant to the offer, AIMCO Properties, L.P. acquired 1,560.00
units. As a result, AIMCO and its affiliates currently own 38,537 units of
limited partnership interest in the Partnership representing 64.22% of the total
outstanding units. It is possible that AIMCO or its affiliate will make one or
more additional offers to acquire additional limited partnership interests in
the Partnership for cash or in exchange for units in the operating partnership
of AIMCO (see "Note F - Legal Proceedings").
NOTE D - DISTRIBUTION TO PARTNERS
In September 1999, the Partnership distributed approximately $1,790,000
(approximately $1,772,000 to the limited partners, $29.53 per limited
partnership unit) to the partners from operations.
In January 1999, the Partnership distributed approximately $2,058,000
(approximately $2,037,000 to the limited partners, $33.95 per limited
partnership unit) to the partners from operations.
In January 1998, the Partnership distributed approximately $1,297,000
(approximately $1,284,000 to the limited partners, $21.40 per limited
partnership unit) to the partners from operations.
NOTE E - SEGMENT INFORMATION
Description of the types of products and services from which the reportable
segment derives its revenues:
The Partnership has one reportable segment: a residential property. 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 twelve months or less.
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 of the Partnership as
described in Partnership's Annual Report on Form 10-KSB for the year ended
December 31, 1998.
Factors management used to identify the enterprise's reportable segment:
Segment information for the nine month periods ended September 30, 1999 and
1998, is shown in the tables below (in thousands). The "Other" column includes
Partnership administration related items and income and expense not allocated to
the reportable segment.
1999 Residential Other Totals
Rental income $ 4,849 $ -- $ 4,849
Other income 210 54 264
Interest expense 1,117 -- 1,117
Depreciation 787 -- 787
General and administrative expense -- 410 410
Segment profit (loss) 1,157 (356) 801
Total assets 9,311 523 9,834
Capital expenditures for investment
properties 362 -- 362
1998 Residential Other Totals
Rental income $ 4,704 $ -- $ 4,704
Other income 172 95 267
Interest expense 1,117 -- 1,117
Depreciation 732 -- 732
General and administrative expense -- 243 243
Segment profit (loss) 1,003 (148) 855
Total assets 9,438 3,142 12,580
Capital expenditures for investment
properties 372 -- 372
NOTE F - 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 Financial Group, Inc.
("Insignia") and entities which were, at one time, affiliates of Insignia
("Insignia Affiliates") of interests in certain general partner entities, past
tender offers by Insignia Affiliates to acquire limited partnership units, the
management of partnerships by Insignia Affiliates and the Insignia Merger (see
"Note B - Transfer of Control"). 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 filed demurrers to the amended
complaint which were heard February 1999. Pending the ruling on such demurrers,
settlement negotiations commenced. On November 2, 1999, the parties executed
and filed a Stipulation of Settlement ("Stipulation"), settling claims, subject
to final court approval, on behalf of the Partnership and all limited partners
who own units as of November 3, 1999. The Court has preliminarily approved the
Settlement and scheduled a final approval hearing for December 10, 1999. In
exchange for a release of all claims, the Stipulation provides that, among other
things, an affiliate of the Managing General Partner will make tender offers for
all outstanding limited partnership interests in 49 partnerships, including the
Registrant, subject to the terms and conditions set forth in the Stipulation,
and has agreed to establish a reserve to pay an additional amount in settlement
to qualifying class members (the "Settlement Fund"). At the final approval
hearing, Plaintiffs' counsel will make an application for attorneys' fees and
reimbursement of expenses, to be paid in part by the partnerships and in part
from the Settlement Fund. The Managing General Partner does not anticipate that
costs associated with this case will 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. During 1998, 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 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
The matters discussed in this Form 10-QSB contain certain forward-looking
statements and involve risks and uncertainties (including changing market
conditions, competitive and regulatory matters, etc.) detailed in the
disclosures contained in this Form 10-QSB and the other filings with the
Securities and Exchange Commission made by the Partnership from time to time.
The discussion of the Partnership'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 Partnership'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.
The Partnership's investment property consists of one apartment complex, Village
of Pennbrook Apartments, located in Falls Township, Pennsylvania. The average
occupancy was 94% for both nine month periods ended September 30, 1999 and 1998.
Results of Operations
The Partnership realized net income of approximately $801,000 and $855,000 for
the nine month periods ended September 30, 1999 and 1998, respectively. For the
three month periods ended September 30, 1999 and 1998, the Partnership realized
net income of approximately $207,000 and $389,000, respectively. The decrease
in net income for both the three and nine months ended September 30, 1999, is
attributable to an increase in total expenses partially offset by a slight
increase in total revenues for the nine months ended September 30, 1999. The
increase in total revenue is due to an increase in rental income as the result
of increased average rental rates. The increase in total expenses is due to an
increase in general and administrative expenses and depreciation expense. The
increase in general and administrative expenses is primarily due to the increase
in Partnership management fees associated with the distributions from
operations during the first and third quarters of 1999. The increase in
depreciation is the result of property improvements and replacements at
Pennbrook during the past twelve months. During the three months ended
September 30, 1999, the decrease in net income is also attributable to a
decrease in other income. The decrease in other income is primarily due to a
decrease in interest income as a result of the distribution paid to the
partners early in the third quarter of 1999.
Included in general and administrative expenses for the nine months ended
September 30, 1999 and 1998, are reimbursements to the Managing General Partner
allowed under the Partnership Agreement associated with its management of the
Partnership. In addition, costs associated with the quarterly and annual
communications with investors and regulatory agencies and the annual audit
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 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.
Capital Resources and Liquidity
At September 30, 1999, the Partnership had cash and cash equivalents of
approximately $1,175,000 as compared to approximately $3,134,000 at September
30, 1998. For the nine months ended September 30, 1999, cash and cash
equivalents decreased approximately $2,243,000 from the Partnership's year ended
December 31, 1998, due to approximately $3,848,000 of cash used in financing
activities and approximately $33,000 of cash used in investing activities which
was partially offset by approximately $1,638,000 of cash provided by operating
activities. Cash used in financing activities consisted of distributions paid
to partners during the first and third quarters of 1999. Cash used in investing
activities consisted of property improvements and replacements partially offset
by net withdrawals from restricted escrows held by the mortgage lender. 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 assets
and other operating needs of the Partnership and to comply with Federal, state
and local legal and regulatory requirements. During the nine months ended
September 30, 1999, the Partnership completed approximately $362,000 of capital
improvements at Village of Pennbrook consisting primarily of building
improvements, carpet and vinyl replacement, appliances, and heating
improvements. The heating improvements are substantially complete as of
September 30, 1999. These capital improvements were funded from replacement
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 next few
years. The Partnership has budgeted, but is not limited to, approximately
$546,000 in capital improvements for the Partnership's property in 1999, which
include certain of the required improvements and consist of structural
improvements, HVAC condensing units, parking lot improvements, 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 Partnership'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 $19,300,000 consists of monthly 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 Managing
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 Partnership will risk losing such property
through foreclosure.
Cash distributions from operations of approximately $3,848,000 (approximately
$3,809,000 to the limited partners, $63.48 per limited partnership unit) were
paid in 1999. A cash distribution from operations of approximately $1,297,000
(approximately $1,284,000 to the limited partners, $21.40 per limited
partnership unit) was paid in 1998. 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. The Partnership's
distribution policy is reviewed on a semi-annual basis. Future cash
distributions will depend on the levels of net cash generated from operations,
the availability of cash reserves, and the timing of the debt maturity,
refinancing, and/or property sale. There can be no assurance, however, that the
Partnership will generate sufficient funds from operations after required
capital improvements to permit further distributions to its partners in the
remainder of 1999 or subsequent periods.
Tender Offer
On June 9, 1999, AIMCO Properties, L.P., an affiliate of the Managing General
Partner commenced a tender offer to purchase up to 10,528.99 (17.55% of the
total outstanding units) units of limited partnership interest in the
Partnership for a purchase price of $272 per unit. The offer expired on July
30, 1999. Pursuant to the offer, AIMCO Properties, L.P. acquired 1,560 units.
As a result, AIMCO and its affiliates currently own 38,537 units of limited
partnership interest in the Partnership representing 64.22% of the total
outstanding units. It is possible that AIMCO or its affiliate will make one or
more offers to acquire additional limited partnership interests in the
Partnership for cash or in exchange for units in the operating partnership of
AIMCO (see "Item 1. Financial Statements, Note F - Legal Proceedings").
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 main computer system used by the Managing Agent became fully
functional. In addition to the main computer system, PC-based network servers,
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 September 30, 1999, had virtually completed 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.
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.
In April 1999 the Managing Agent embarked on a data center consolidation project
that unifies its core financial systems under its Year 2000 compliant system.
The estimated completion date for this project is October 1999.
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 testing process was
completed in June 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 virtually all of the server operating systems.
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.
A pre-assessment of the properties by the Managing Agent has indicated virtually
no Year 2000 issues. A complete, formal assessment of all the properties by the
Managing Agent was virtually completed by September 30, 1999. Any operating
equipment that is found non-compliant will be repaired or replaced.
The total cost incurred for all properties managed by the Managing Agent as of
September 30, 1999 to replace or repair the operating equipment was
approximately $75,000. The Managing Agent estimates the cost to replace or
repair any remaining operating equipment is approximately $125,000.
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 its enterprise.
Nature and Level of Importance of Third Parties and Their Exposure to the Year
2000
The Managing Agent has banking relationships with three major financial
institutions, all of which have designated their compliance. The Managing Agent
has updated data transmission standards with all of the financial institutions.
All financial institutions have communicated that they are Year 2000 compliant
and accordingly no accounts were required to be moved from the existing
financial institutions.
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 $2.9 million ($0.7 million expenses
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.
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 Financial Group, Inc.
("Insignia") and entities which were, at one time, affiliates of Insignia
("Insignia Affiliates") of interests in certain general partner entities, past
tender offers by Insignia Affiliates to acquire limited partnership units, the
management of partnerships by Insignia Affiliates and the Insignia Merger (see
"Part I - Financial Information, Item 1. Financial Statements, Note B - Transfer
of Control"). 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 filed demurrers to the amended complaint
which were heard February 1999. Pending the ruling on such demurrers,
settlement negotiations commenced. On November 2, 1999, the parties executed
and filed a Stipulation of Settlement ("Stipulation"), settling claims, subject
to final court approval, on behalf of the Partnership and all limited partners
who own units as of November 3, 1999. The Court has preliminarily approved the
Settlement and scheduled a final approval hearing for December 10, 1999. In
exchange for a release of all claims, the Stipulation provides that, among other
things, an affiliate of the Managing General Partner will make tender offers
for all outstanding limited partnership interests in 49 partnerships, including
the Registrant, subject to the terms and conditions set forth in the
Stipulation, and has agreed to establish a reserve to pay an additional amount
in settlement to qualifying class members (the "Settlement Fund"). At the final
approval hearing, Plaintiffs' counsel will make an application for attorneys'
fees and reimbursement of expenses, to be paid in part by the partnerships and
in part from the Settlement Fund. The Managing General Partner does not
anticipate that costs associated with this case will 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. During 1998, 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.
ITEM 6. 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:
None filed during the quarter ended September 30, 1999.
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 J. Foye
Patrick J. Foye
Executive Vice President
By: /s/Martha L. Long
Martha L. Long
Senior Vice President
and Controller
Date:
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from National
Property Investors 4 1999 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-31-1999
<PERIOD-END> SEP-30-1999
<CASH> 1,175
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0<F1>
<PP&E> 27,006
<DEPRECIATION> 19,726
<TOTAL-ASSETS> 9,834
<CURRENT-LIABILITIES> 0<F1>
<BONDS> 19,300
0
0
<COMMON> 0
<OTHER-SE> (10,137)
<TOTAL-LIABILITY-AND-EQUITY> 9,834
<SALES> 0
<TOTAL-REVENUES> 5,113
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 4,312
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,117
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 801
<EPS-BASIC> 13.22<F2>
<EPS-DILUTED> 0
<FN>
<F1>Registrant has an unclassified balance sheet.
<F2>Multiplier is 1.
</FN>
</TABLE>
