FORM 10-QSB--QUARTERLY OR TRANSITIONAL REPORT
UNDER SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
QUARTERLY OR TRANSITIONAL REPORT
U.S. Securities and Exchange Commission
Washington, D.C. 20549
FORM 10-QSB
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 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, P.O. Box 1089
Greenville, South Carolina 29602
(Address of principal executive offices)
(864) 239-1000
(Issuer's phone number)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes X . No .
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
a)
NATIONAL PROPERTY INVESTORS 4
BALANCE SHEET
(Unaudited)
(in thousands, except unit data)
June 30, 1999
Assets
Cash and cash equivalents $ 2,736
Receivables and deposits 720
Restricted escrows 265
Other assets 437
Investment property:
Land $ 1,980
Building and related personal property 24,811
26,791
Less accumulated depreciation (19,454) 7,337
$ 11,495
Liabilities and Partners' Deficit
Liabilities:
Accounts payable $ 100
Tenant security deposit liabilities 429
Other liabilities 220
Mortgage note payable 19,300
Partners' Deficit:
General partner $ (332)
Limited partner (60,005 units issued and
outstanding) (8,222) (8,554)
$ 11,495
See Accompanying Notes to Financial Statements
b)
NATIONAL PROPERTY INVESTORS 4
STATEMENTS OF OPERATIONS
(Unaudited)
(in thousands, except unit data)
Three Months Six Months
Ended June 30, Ended June 30,
1999 1998 1999 1998
Revenues:
Rental income $1,586 $1,562 $3,229 $3,107
Other income 96 79 174 152
Total revenues 1,682 1,641 3,403 3,259
Expenses:
Operating 548 567 1,086 1,118
General and administrative 41 37 218 211
Depreciation 267 244 515 483
Interest 373 372 745 744
Property taxes 123 117 245 237
Total expenses 1,352 1,337 2,809 2,793
Net income $ 330 $ 304 $ 594 $ 466
Net income allocated to
general partner (1%) $ 3 $ 3 $ 6 $ 5
Net income allocated to
limited partners (99%) 327 301 588 461
$ 330 $ 304 $ 594 $ 466
Net income per limited
partnership unit $ 5.45 $ 5.02 $ 9.80 $ 7.69
Distribution per limited
partnership unit $ -- $ -- $33.95 $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)
<TABLE>
<CAPTION>
Limited
Partnership General Limited
Units Partner Partners Total
<S> <C> <C> <C> <C>
Original capital contributions 60,005 $ 1 $ 30,003 $ 30,004
Partners' deficit at
December 31, 1998 60,005 $ (317) $ (6,773) $ (7,090)
Net income for the six
months ended June 30, 1999 -- 6 588 594
Distribution to partners -- (21) (2,037) (2,058)
Partners' deficit at
June 30, 1999 60,005 $ (332) $ (8,222) $ (8,554)
</TABLE>
See Accompanying Notes to Financial Statements
d)
NATIONAL PROPERTY INVESTORS 4
STATEMENTS OF CASH FLOWS
(Unaudited)
(in thousands)
Six Months Ended
June 30,
1999 1998
Cash flows from operating activities:
Net income $ 594 $ 466
Adjustments to reconcile net income to
cash provided by operating activities:
Depreciation 515 483
Amortization of loan costs 37 37
Change in accounts:
Receivables and deposits (74) (146)
Other assets 100 151
Accounts payable 87 64
Tenant security deposit liabilities (6) 29
Other liabilities 57 (46)
Net cash provided by operating activities 1,310 1,038
Cash flows from investing activities:
Net withdrawals from restricted escrows 213 230
Property improvements and replacements (147) (256)
Net cash provided by (used in) investing activities 66 (26)
Cash flows used in financing activities:
Distribution to partners (2,058) (1,297)
Net decrease in cash and cash equivalents (682) (285)
Cash and cash equivalents at beginning of period 3,418 3,048
Cash and cash equivalents at end of period $ 2,736 $ 2,763
Supplemental disclosure of cash flow information:
Cash paid for interest $ 707 $ 707
See Accompanying Notes to Financial Statements
e)
NATIONAL PROPERTY INVESTORS 4
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
NOTE A - BASIS OF PRESENTATION
The accompanying unaudited financial statements of National Property Investors 4
(the "Partnership") have been prepared in accordance with generally accepted
accounting principles for interim financial information and with the
instructions to Form 10-QSB and Item 310(b) of Regulation S-B. Accordingly,
they do not include all of the information and footnotes required by generally
accepted accounting principles for complete financial statements. In the
opinion of NPI Equity Investments, Inc. ("NPI Equity" or the "Managing General
Partner"), all adjustments (consisting of normal recurring accruals) considered
necessary for a fair presentation have been included. Operating results for the
three and six month periods ended June 30, 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 annual report of the Partnership on Form 10-KSB for the
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, a publicly traded real
estate investment trust ("AIMCO"), 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 six month
periods ended June 30, 1999 and 1998:
1999 1998
(in thousands)
Property management fees (included in operating expenses) $171 $162
Reimbursement for services of affiliates (included in
investment property and general and administrative and
operating expenses) 52 60
Partnership management fee (included in general
and administrative expense) 42 26
Non-accountable reimbursements (included in general
and administrative expenses) 100 100
During the six months ended June 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 $171,000 and $162,000 for the
six month periods ended June 30, 1999 and 1998, respectively, including
approximately $3,000 of construction services reimbursements in 1998.
Affiliates of the Managing General Partner received reimbursement of accountable
administrative expenses amounting to approximately $52,000 and $60,000 for the
six month periods ended June 30, 1999 and 1998, 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 1999 and
1998. This reimbursement was paid in both the six month periods ended June 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 a Partnership management fee in conjunction with a distribution of
cash from operations, subject to certain limitations. This fee, in the amount
of approximately $42,000 was paid in January 1999 in conjunction with the
operating distribution made at that time. 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.
NOTE D - DISTRIBUTION TO PARTNERS
In January 1999, the Partnership distributed approximately $2,058,000 ($33.95
per limited partnership unit) to the partners from operations.
In January 1998, the Partnership distributed approximately $1,297,000 ($21.40
per limited partnership unit) to the partners from operations.
NOTE E - SEGMENT REPORTING
Description of the types of products and services from which the reportable
segment derives its revenues
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 tenants 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 the 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 six months ended June 30, 1999 and 1998, (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.
1999 Residential Other Totals
Rental income $ 3,229 $ -- $ 3,229
Other income 134 40 174
Interest expense 745 -- 745
Depreciation 515 -- 515
General and administrative expense -- 218 218
Segment profit (loss) 785 (191) 594
Total assets 9,458 2,037 11,495
Capital expenditures for investment
property 147 -- 147
1998 Residential Other Totals
Rental income $ 3,107 $ -- $ 3,107
Other income 90 62 152
Interest expense 744 -- 744
Depreciation 483 -- 483
General and administrative expense -- 211 211
Segment profit (loss) 615 (149) 466
Total assets 9,527 2,750 12,277
Capital expenditures for investment
Properties 256 -- 256
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 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, 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 for the six month periods ended June 30, 1999 and 1998, was 94% and
93%, respectively.
Results of Operations
The Partnership realized net income of approximately $594,000 and $466,000 for
the six month periods ended June 30, 1999 and 1998, respectively. For the three
month periods ended June 30, 1999 and 1998, the Partnership realized net income
of approximately $330,000 and $304,000, respectively. The increase in net
income for both the three and six month periods ended June 30, 1999, is
attributable to an increase in total revenues partially offset by a slight
increase in total expenses. The increase in total revenues is due to increases
in rental and other income. The increase in rental income is the result of
increased average rental rates combined with more leases being renewed at market
rates and a slight increase in occupancy. The increase in other income is
primarily due to an increase in lease cancellation fees. The increase in total
expenses is primarily due to the increase in depreciation expense which was
partially offset by a decrease in operating expense. The increase in
depreciation is the result of property improvements and replacements at
Pennbrook during 1998. The decrease in operating expense is primarily due to a
decrease in exterior building repairs and exterior painting for the six months
ended June 30, 1999.
Included in general and administrative expenses for the six months ended June
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 June 30, 1999, the Partnership had cash and cash equivalents of approximately
$2,736,000 as compared to approximately $2,763,000 at June 30, 1998. For the
six months ended June 30, 1999, cash and cash equivalents decreased
approximately $682,000 from the Partnership's year ended December 31, 1998, due
to approximately $2,058,000 of cash used in financing activities which was
partially offset by approximately $1,310,000 of cash provided by operating
activities and approximately $66,000 of cash provided by investing activities.
Cash used in financing activities consisted of the distribution paid to the
partners during the first quarter of 1999. Cash provided by investing
activities consisted of withdrawals from restricted escrows held by the mortgage
lender partially offset by property improvements and replacements. 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 Partnership and to comply with Federal, state,
and local legal and regulatory requirements. During the six months ended June
30, 1999, the Partnership completed approximately $147,000 of capital
improvements at Village of Pennbrook consisting primarily of building
improvements, carpet and vinyl replacement, appliances, and heating
improvements. 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 near term. The
Partnership has budgeted, but not limited to, approximately $546,000 in capital
improvements for the Partnership's property in 1999. Budgeted capital
improvements at Village of Pennbrook, which include certain of the required
improvements and consist of 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 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 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 may risk losing such property through foreclosure.
A cash distribution from operations of approximately $2,058,000 ($33.95 per
limited partnership unit) was paid in January 1999. A cash distribution from
operations of approximately $1,297,000 ($21.40 per limited partnership unit) was
paid in January 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 quarterly 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 expenditures to permit further
distributions to its partners in 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 1,560.00
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.
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 June 30, 1999, had completed approximately 90% 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
September 30, 1999. The completion of this process is scheduled to coincide
with the release of a compliant version of the Managing Agent's operating
system.
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 90% of the server operating systems. The remaining
server operating systems are planned to be upgraded to be Year 2000 compliant by
September, 1999. The completion of this process is scheduled to coincide with
the release of a compliant version of the Managing Agent's operating system.
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 no Year
2000 issues. A complete, formal assessment of all the properties by the
Managing Agent is in process and will be completed in September, 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
June 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 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 July,
1999. The Managing Agent has updated data transmission standards with all of the
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 September 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 $2.9 million ($0.7 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.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
In March 1998, several putative unit holders of limited partnership units of the
Partnership commenced an action entitled Rosalie Nuanes, et al. v. Insignia
Financial Group, Inc., et al. in the Superior Court of the State of California
for the County of San Mateo. The plaintiffs named as defendants, among others,
the Partnership, the Managing General Partner and several of their affiliated
partnerships and corporate entities. The complaint purports to assert claims on
behalf of a class of limited partners and derivatively on behalf of a number of
limited partnerships (including the Partnership) which are named as nominal
defendants, challenging the acquisition by Insignia and entities which were, at
the time, affiliates of Insignia ("Insignia Affiliates") of interests in certain
general partner entities, past tender offers by Insignia Affiliates as well as a
recently announced agreement between Insignia and AIMCO. The complaint seeks
monetary damages and equitable relief, including judicial dissolution of the
Partnership. On June 25, 1998, the Managing General Partner filed a motion
seeking dismissal of the action. In lieu of responding to the motion, the
plaintiffs have filed an amended complaint. The Managing General Partner has
filed demurrers to the amended complaint which 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, 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) Exhibit 27, Financial Data Schedule, is filed as an exhibit to
this report.
b) Reports on Form 8-K:
None filed during the quarter ended June 30, 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/Carla R. Stoner
Carla R. Stoner
Senior Vice President Finance and
Administration
Date:
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted form National
Property Investors IV 1999 Second Quarter 10-QSB and is qualified in it entirety
by reference to such 10-QSB filing.
</LEGEND>
<CIK> 0000318508
<NAME> NATIONAL PROPERTY INVESTORS IV
<MULTIPLIER> 1
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> JUN-30-1999
<CASH> 2,736
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0<F1>
<PP&E> 26,791
<DEPRECIATION> 19,454
<TOTAL-ASSETS> 11,495
<CURRENT-LIABILITIES> 0<F1>
<BONDS> 19,300
0
0
<COMMON> 0
<OTHER-SE> 8,554
<TOTAL-LIABILITY-AND-EQUITY> 11,495
<SALES> 0
<TOTAL-REVENUES> 3,403
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 745
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 594
<EPS-BASIC> 9.80<F2>
<EPS-DILUTED> 0
<FN>
<F1>Registrant has an unclassified balance sheet.
<F2>Multiplier is 1.
</FN>
</TABLE>
