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 April 30, 1998
or
[ ] 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 0-10884
SHELTER PROPERTIES IV LIMITED PARTNERSHIP
(Exact name of small business issuer as specified in its charter)
South Carolina 57-0721760
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
One Insignia Financial Plaza, P.O. Box 1089
Greenville, South Carolina 29602
(Address of principal executive offices)
(864) 239-1000
(Issuer's telephone number)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 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)
SHELTER PROPERTIES IV LIMITED PARTNERSHIP
CONSOLIDATED BALANCE SHEET
(Unaudited)
(in thousands, except per unit data)
April 30, 1998
Assets
Cash and cash equivalents $ 2,262
Receivables and deposits 845
Restricted escrows 1,789
Other assets 409
Investment properties:
Land $ 3,442
Buildings and related personal property 56,848
60,290
Less accumulated depreciation (33,222) 27,068
$32,373
Liabilities and Partners' (Deficit) Capital
Liabilities
Accounts payable $ 89
Tenant security deposit liabilities 267
Accrued property taxes 262
Other liabilities 242
Mortgage notes payable 23,787
Partners' (Deficit) Capital
General partners $ (7)
Limited partners (49,995 units
issued and outstanding) 7,733 7,726
$32,373
See Accompanying Notes to Consolidated Financial Statements
b)
SHELTER PROPERTIES IV LIMITED PARTNERSHIP
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(in thousands, except unit data)
Three Months Ended Six Months Ended
April 30, April 30,
1998 1997 1998 1997
Revenues:
Rental income $2,717 $2,605 $5,467 $5,202
Other income 129 154 241 318
Total revenues 2,846 2,759 5,708 5,520
Expenses:
Operating 1,143 1,529 2,352 2,801
General and administrative 82 98 158 162
Depreciation 481 477 953 945
Interest 544 558 1,090 1,117
Property taxes 195 200 396 400
Loss on disposal of property -- -- -- 39
Total expenses 2,445 2,862 4,949 5,464
Net income (loss) $ 401 $ (103) $ 759 $ 56
Net income (loss) allocated
to general partners (1%) $ 4 $ (1) $ 8 $ 1
Net income (loss) allocated
to limited partners (99%) 397 (102) 751 55
$ 401 $ (103) $ 759 $ 56
Net income (loss) per limited
partnership unit $ 7.94 $(2.04) $15.02 $ 1.10
See Accompanying Notes to Consolidated Financial Statements
c)
SHELTER PROPERTIES IV LIMITED PARTNERSHIP
CONSOLIDATED STATEMENT OF CHANGES IN PARTNERS' (DEFICIT) CAPITAL
(Unaudited)
(in thousands, except unit data)
<TABLE>
<CAPTION>
Limited
Partnership General Limited
Units Partners Partners Total
<S> <C> <C> <C> <C>
Original capital contributions 50,000 $ 2 $50,000 $50,002
Partners' (deficit) capital at
October 31, 1997 49,995 $ (7) $ 7,786 $ 7,779
Net income for the six
months ended April 30, 1998 8 751 759
Partners' distributions (8) (804) (812)
Partners' (deficit) capital at
at April 30, 1998 49,995 $ (7) $ 7,733 $ 7,726
<FN>
See Accompanying Notes to Consolidated Financial Statements
</FN>
</TABLE>
d)
SHELTER PROPERTIES IV LIMITED PARTNERSHIP
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(in thousands)
Six Months Ended
April 30,
1998 1997
Cash flows from operating activities:
Net income $ 759 $ 56
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation 953 945
Amortization of discounts and loan costs 140 137
Loss on disposal of property -- 39
Change in accounts:
Receivables and deposits 384 360
Other assets 81 20
Accounts payable (15) (86)
Tenant security deposit liabilities (10) (2)
Accrued property taxes (368) (373)
Other liabilities 14 (241)
Net cash provided by operating activities 1,938 855
Cash flows from investing activities:
Property improvements and replacements (294) (540)
Net deposits to restricted escrows (39) (36)
Net cash used in investing activities (333) (576)
Cash flows from financing activities:
Partners' distributions (812) (505)
Payments on mortgage notes payable (378) (349)
Net cash used in financing activities (1,190) (854)
Net increase (decrease) in cash and cash equivalents 415 (575)
Cash and cash equivalents at beginning of period 1,847 2,291
Cash and cash equivalents at end of period $ 2,262 $ 1,716
Supplemental disclosure of cash flow information:
Cash paid for interest $ 951 $ 979
See Accompanying Notes to Consolidated Financial Statements
e)
SHELTER PROPERTIES IV LIMITED PARTNERSHIP
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
April 30, 1998
NOTE A - BASIS OF PRESENTATION
The accompanying unaudited consolidated financial statements of Shelter
Properties IV Limited Partnership (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 Shelter Realty IV Corporation (the
"Corporate 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 April 30, 1998, are
not necessarily indicative of the results that may be expected for the fiscal
year ending October 31, 1998. For further information, refer to the financial
statements and footnotes thereto included in the Partnership's annual report on
Form 10-KSB for the year ended October 31, 1997.
Certain reclassifications have been made to the 1997 information to conform to
the 1998 presentation.
NOTE B - RECONCILIATION OF CASH FLOWS
The following is a reconciliation of the subtotal on the accompanying statements
of cash flows captioned "net cash provided by operating activities" to "net cash
used in operations", as defined in the partnership Agreement. However, "net
cash used in operations" should not be considered an alternative to net income
as an indicator of the Partnership's operating performance or to cash flows as a
measure of liquidity.
For the Six Months Ended
April 30,
1998 1997
(in thousands)
Net cash provided by operating activities $ 1,938 $ 855
Payments on mortgage notes payable (378) (349)
Property improvements and replacements (294) (540)
Change in restricted escrows, net (39) (36)
Changes in reserves for net operating
liabilities (86) 322
Additional reserves (1,141) (252)
Net cash used in operations $ -- $ --
The Corporate General Partner reserved approximately $1,141,000 and $252,000 on
April 30, 1998 and 1997, respectively, to fund capital improvements and repairs
at its properties.
NOTE C - TRANSACTIONS WITH AFFILIATED PARTIES
The Partnership has no employees and is dependent on the Corporate General
Partner and its affiliates for the management and administration of all
partnership activities. The Corporate General Partner is a wholly-owned
subsidiary of Insignia Properties Trust ("IPT"), an affiliate of Insignia
Financial Group, Inc. ("Insignia"). 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 Corporate General Partner and its affiliates were charged to expense in
1998 and 1997:
For the Six Months Ended
April 30,
1998 1997
(in thousands)
Property management fees (included in
operating expenses) $284 $275
Reimbursement for services of affiliates
(included in operating, general and
administrative expenses, and investment
properties) (1) 112 125
(1)Included in "reimbursements for services of affiliates" for the six months
ended April 30, 1998 and 1997, is approximately $6,000 and $22,000,
respectively, in reimbursements for construction oversight costs.
On March 17, 1998, Insignia entered into an agreement to merge its national
residential property management operations, and its controlling interest in IPT,
with Apartment Investment and Management Company ("AIMCO"), a publicly traded
real estate investment trust. The closing, which is anticipated to happen in
the third quarter of 1998, is subject to customary conditions, including
government approvals and the approval of Insignia's shareholders. If the
closing occurs, AIMCO will then control the Corporate General Partner of the
Partnership.
For the period November 1, 1996 to August 31, 1997, the Partnership insured its
properties under a master policy through an agency affiliated with the Corporate
General Partner with an insurer unaffiliated with the Corporate General Partner.
An affiliate of the Corporate General Partner acquired, in the acquisition of a
business, certain financial obligations from an insurance agency which was later
acquired by the agent who placed the master policy. The agent assumed the
financial obligations to the affiliate of the Corporate General Partner which
receives payments on these obligations from the agent. The amount of the
Partnership's insurance premiums accruing to the benefit of the affiliate of the
Corporate General Partner by virtue of the agent's obligations is not
significant.
NOTE D - DISPOSAL OF PROPERTY
The Partnership incurred a loss on disposal of approximately $39,000 due to a
roof replacement project at Quail Run during the six months ended April 30,
1997.
PART II - OTHER INFORMATION
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
The Partnership's investment properties consist of three apartment complexes.
The following table sets forth the average occupancy of the properties for each
of the six months ended April 30, 1998 and 1997:
Average
Occupancy
Property 1998 1997
Baymeadows Apartments
Jacksonville, Florida 93% 95%
Quail Run Apartments
Columbia, South Carolina 96% 90%
Countrywood Village Apartments
Raleigh, North Carolina 93% 95%
The Corporate General Partner attributes the increase in average occupancy at
Quail Run to an exterior painting project which was completed at the property
during 1997 in an effort to enhance the curb appeal of the property.
Results of Operations
The Partnership's net income for the six months ended April 30, 1998, was
approximately $759,000 compared to approximately $56,000 for the corresponding
period in 1997. The Partnership recorded net income of approximately $401,000
for the three months ended April 30, 1998, compared to a net loss of
approximately $103,000 for the corresponding period of 1997. The increase in
net income for the three and six month periods ended April 30, 1998, compared to
the corresponding periods of 1997 is primarily attributable to an increase in
rental income as well as a decrease in operating expenses. The increase in
rental income is attributable to the increase in average occupancy at Quail Run
and an increase in average rental rates at Baymeadows and Countrywood Village,
which more than offset these properties' decreases in average occupancy. The
decrease in operating expenses is attributable to the completion of the exterior
painting projects at Quail Run and Baymeadows during 1997. A parking lot repair
project was also completed at Baymeadows during 1997. The decrease in operating
expense was partially offset by an increase in major landscaping at Countrywood
Village and Baymeadows during the six months ended April 30, 1998. These costs
were incurred to attract new tenants and increase occupancy at the properties.
Additionally, the Partnership incurred a loss on disposal of property due to a
roof replacement project at Quail Run during the period ended April 30, 1997.
Offsetting the increase in net income for the six month period ended April 30,
1998, compared to the corresponding period of 1997, is a decrease in other
income. Other income decreased primarily due to a decrease in recreational
income at Baymeadows as a result of closing the racquet club at the property.
This facility had been losing money and it was determined to be in the best
interest of the Partnership to close it to outside users at the end of 1997. The
facility continues to be maintained and is available for the residents' use and
enjoyment. Included in operating expense for the six months ended April 30,
1998, is approximately $113,000 of major repairs and maintenance comprised
primarily of major landscaping and window coverings. Included in operating
expense for the six months ended April 30, 1997, is approximately $500,000 of
major repairs and maintenance comprised primarily of exterior painting, major
landscaping projects, exterior building repairs, and parking lot repairs.
As part of the ongoing business plan of the Partnership, the Corporate General
Partner monitors the rental market environment of each of its investment
properties 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 Corporate 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 Corporate General Partner will be able to sustain
such a plan.
Liquidity and Capital Resources
At April 30, 1998, the Partnership had cash and cash equivalents of
approximately $2,262,000 as compared to approximately $1,716,000 at April 30,
1997. The net increase in cash and cash equivalents for the six months ended
April 30, 1998, was $415,000. The net decrease in cash and cash equivalents for
the six months ended April 30, 1997, was $575,000. Net cash provided by
operating activities increased primarily due to the increase in net income as
discussed above. The increase is also attributable to the increase in other
liabilities due to the timing of payments to creditors. Net cash used in
investing activities decreased due to the decrease in purchases of property
improvements and replacements. Net cash used in financing activities increased
due to increased distributions to partners during the six months ended April 30,
1998.
The Partnership has budgeted approximately $1,500,000 for capital improvements
and major repairs and maintenance at the three properties in 1998. Budgeted
capital improvements at Baymeadows include major carpet replacement, major
landscaping, exterior painting, and gutter repairs. Budgeted capital
improvements at Quail Run include roof replacement and major carpet replacement.
Countrywood has budgeted major carpet replacement and landscaping in 1998. Of
this work the major landscaping at Countrywood was completed during the first
quarter. The remaining projects have been started with expenditures
approximating budgeted amounts through April 1998. The additional capital
expenditures will be incurred only if cash is available from operations or from
partnership reserves mentioned previously.
The sufficiency of existing liquid assets to meet future liquidity and capital
expenditure requirements is directly related to the level of capital
expenditures required at the property to adequately maintain the physical assets
and other operating needs of the Partnership. Such assets are currently thought
to be sufficient for any near-term needs of the Partnership. The mortgage
indebtedness of approximately $23,787,000 net of discount, is amortized over 257
months with a balloon payment of approximately $20,669,000 due on November 15,
2002, at which time the properties will either be refinanced or sold. Cash
distributions of approximately $812,000 and $505,000 were made during the six
months ended April 30, 1998 and 1997, respectively. These distributions were
made from property operations. Future cash distributions will depend on the
levels of net cash generated from operations, property sales and the
availability of cash reserves. The Corporate General Partner anticipates a
distribution to be made in the fourth quarter of fiscal 1998.
Year 2000
The Partnership is dependent upon the Corporate General Partner and Insignia for
management and administrative services. Insignia has completed an assessment
and will have to modify or replace portions of its software so that its computer
systems will function properly with respect to dates in the year 2000 and
thereafter (the "Year 2000 Issue"). The project is estimated to be completed
not later than December 31, 1998, which is prior to any anticipated impact on
its operating systems. The Corporate General Partner believes that with
modifications to existing software and conversions to new software, the Year
2000 Issue will not pose significant operational problems for its computer
systems. However, if such modifications and conversions are not made, or are not
completed timely, the Year 2000 Issue could have a material impact on the
operations of the Partnership.
Other
Certain items discussed in this quarterly report may constitute forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of
1995 (the "Reform Act") and as such may involve known and unknown risks,
uncertainties and other factors which may cause the actual results, performance
or achievements of the Partnership to be materially different from any future
results, performance or achievements expressed or implied by such forward-
looking statements. Such forward-looking statements speak only as of the date of
this quarterly report. The Partnership expressly disclaims any obligation or
undertaking to release publicly any updates or revisions to any forward-looking
statements contained herein to reflect any change in the Partnership's
expectations with regard thereto or any change in events, conditions or
circumstances on which any such statement is based.
ITEM 1. LEGAL PROCEEDING
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 Corporate 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 its affiliates of interests in certain general partner
entities, past tender offers by Insignia affiliates to acquire limited
partnership units, the management of partnerships by Insignia affiliates as well
as a recently announced agreement between Insignia and Apartment Investment and
Management Company. The complaint seeks monetary damages and equitable relief,
including judicial dissolution of the Partnership. The Corporate General
Partner was only recently served with the complaint which it believes to be
without merit, and intends to vigorously defend the action.
The Partnership is unaware of any other pending or outstanding litigation that
is not of a routine nature. The Corporate General Partner believes that all
such pending or outstanding litigation will be resolved without a material
adverse effect upon the business, financial condition or operations of the
Partnership.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
a) Exhibits:
Exhibit 27, Financial Data Schedule, is filed as an exhibit to this
report.
b) Reports on Form 8-K filed in the quarter ended April 30, 1998:
None.
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.
SHELTER PROPERTIES IV LIMITED PARTNERSHIP
By: Shelter Realty IV Corporation
Corporate General Partner
By: /s/ William H. Jarrard, Jr.
William H. Jarrard, Jr.
President and Director
By: /s/ Ronald Uretta
Ronald Uretta
Vice President and Treasurer
Date: June 9, 1998
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from
Shelter Properties IV Limited Partnership 1998 Second Quarter 10-QSB
and is qualified in its entirety by reference to such 10-QSB filing.
</LEGEND>
<CIK> 0000702174
<NAME> SHELTER PROPERTIES IV LIMITED PARTNERSHIP
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> OCT-31-1998
<PERIOD-END> APR-30-1998
<CASH> 2,262
<SECURITIES> 0
<RECEIVABLES> 845
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0<F1>
<PP&E> 60,290
<DEPRECIATION> (33,222)
<TOTAL-ASSETS> 32,373
<CURRENT-LIABILITIES> 0<F1>
<BONDS> 23,787
0
0
<COMMON> 0
<OTHER-SE> 7,726
<TOTAL-LIABILITY-AND-EQUITY> 32,373
<SALES> 0
<TOTAL-REVENUES> 5,708
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 4,949
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,090
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 759
<EPS-PRIMARY> 15.02<F2>
<EPS-DILUTED> 0
<FN>
<F1>Registrant has an unclassified balance sheet.
<F2>Multiplier is 1.
</FN>
</TABLE>
