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
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended January 31, 1999
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
(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.)
55 Beattie Place, P.O. Box 1089
Greenville, South Carolina 29602
(Address of principal executive offices)
(864) 239-1000
(Issuer's telephone number)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15 (d) of the 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
CONSOLIDATED BALANCE SHEET
(Unaudited)
(in thousands, except per unit data)
January 31, 1999
Assets
Cash and cash equivalents $ 1,518
Receivables and deposits 565
Restricted escrows 1,849
Other assets 374
Investment properties:
Land $ 3,442
Buildings and related personal property 57,772
61,214
Less accumulated depreciation (34,688) 26,526
$30,832
Liabilities and Partners' (Deficit) Capital
Liabilities
Accounts payable $ 279
Tenant security deposit liabilities 244
Accrued property taxes 68
Other liabilities 244
Mortgage notes payable 23,340
Partners' (Deficit) Capital
General partners $ (18)
Limited partners (49,995 units
issued and outstanding) 6,675 6,657
$30,832
See Accompanying Notes to Consolidated Financial Statements
b)
SHELTER PROPERTIES IV
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(in thousands, except unit data)
Three Months Ended
January 31,
1999 1998
Revenues:
Rental income $2,789 $2,750
Other income 143 112
Total revenues 2,932 2,862
Expenses:
Operating 1,111 1,209
General and administrative 68 76
Depreciation 487 472
Interest 532 546
Property taxes 175 201
Total expenses 2,373 2,504
Net income $ 559 $ 358
Net income allocated to general partners (1%) $ 6 $ 4
Net income allocated to limited partners (99%) 553 354
$ 559 $ 358
Net income per limited partnership unit $11.06 $ 7.08
Distribution per limited partnership unit $47.52 $ --
See Accompanying Notes to Consolidated Financial Statements
c)
SHELTER PROPERTIES IV
CONSOLIDATED STATEMENT OF CHANGES IN PARTNERS' (DEFICIT) CAPITAL
(Unaudited)
(in thousands, except unit data)
Limited
Partnership General Limited
Units Partners Partners Total
Original capital contributions 50,000 $ 2 $50,000 $50,002
Partners' capital at
October 31, 1998 49,995 $ -- $ 8,498 $ 8,498
Net income for the three
months ended January 31, 1999 -- 6 553 559
Distributions to partners -- (24) (2,376) (2,400)
Partners' (deficit) capital at
at January 31, 1999 49,995 $ (18) $ 6,675 $ 6,657
See Accompanying Notes to Consolidated Financial Statements
d)
SHELTER PROPERTIES IV
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(in thousands)
Three Months Ended January 31,
1999 1998
Cash flows from operating activities:
Net income $ 559 $ 358
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation 487 472
Amortization of discounts and loan costs 69 69
Change in accounts:
Receivables and deposits 671 538
Other assets 5 24
Accounts payable 116 60
Tenant security deposit liabilities (4) (8)
Accrued property taxes (592) (563)
Other liabilities (30) (3)
Net cash provided by operating
activities 1,281 947
Cash flows from investing activities:
Property improvements and replacements (324) (116)
Net deposits to restricted escrows (19) (19)
Net cash used in investing activities (343) (135)
Cash flows from financing activities:
Partners' distributions (2,400) --
Payments on mortgage notes payable (201) (187)
Net cash used in financing activities (2,601) (187)
Net (decrease) increase in cash and cash
equivalents (1,663) 625
Cash and cash equivalents at beginning of period 3,181 1,847
Cash and cash equivalents at end of period $ 1,518 $ 2,472
Supplemental disclosure of cash flow information:
Cash paid for interest $ 463 $ 477
Supplemental disclosure of non-cash activity:
Distribution payable $ -- $ 812
See Accompanying Notes to Consolidated Financial Statements
e)
SHELTER PROPERTIES IV
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
January 31, 1999
NOTE A - BASIS OF PRESENTATION
The accompanying unaudited consolidated financial statements of Shelter
Properties IV (the "Partnership" or "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 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 month period ended January 31, 1999, are not
necessarily indicative of the results that may be expected for the fiscal year
ending October 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 year ended October 31, 1998.
Principles of Consolidation: The financial statements include all the accounts
of the Partnership and its 99.99% owned partnership. The General Partner of the
consolidated partnership is Shelter Realty IV Corporation. Shelter Realty IV
Corporation may be removed by the Registrant; therefore, the consolidated
partnership is controlled and consolidated by the Registrant. All significant
interpartnership balances have been eliminated.
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 ultimately acquired a 100%
ownership interest in Insignia Properties Trust ("IPT"), the entity which
controls the Corporate General Partner. The Corporate General Partner does not
believe that this transaction will have a material effect on the affairs and
operations of the Partnership.
NOTE C - 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
from operations", as defined in the Partnership Agreement. However, "net cash
from 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 Three Months Ended
January 31,
1999 1998
(in thousands)
Net cash provided by operating activities $ 1,281 $ 947
Payments on mortgage notes payable (201) (187)
Property improvements and replacements (324) (116)
Changes in restricted escrows, net (19) (19)
Changes in reserves for net operating
liabilities (166) (48)
Additional operating reserves (571) (577)
Net cash from operations $ -- $ --
The Corporate General Partner believed it to be in the best interest of the
Partnership to reserve net cash from operations of approximately $571,000 and
$577,000 at January 31, 1999 and 1998, respectively to fund continuing capital
improvements and repairs at the Partnership's three investment properties.
NOTE D - 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 Partnership Agreement provides for certain payments
to affiliates for services and as reimbursement of certain expenses incurred by
affiliates on behalf of the Partnership. The following payments were made to
the Corporate General Partner and affiliates during the quarter ended January
31, 1999 and 1998:
1999 1998
(in thousands)
Property management fees (included in
operating expenses) $147 $143
Reimbursement for services of affiliates
(included in operating, general and
administrative expenses, and investment
properties) (1) 45 58
(1) Included in "reimbursements for services of affiliates" for the three
months ended January 31, 1998 is approximately $2,000, in reimbursements
for construction oversight costs. No such costs were incurred for the
three months ended January 31, 1999.
During the quarter ended January 31, 1999 and 1998, affiliates of the Corporate
General Partner were entitled to receive 5% of gross receipts from all of the
Registrant's properties as compensation for providing property management
services. The Registrant paid to such affiliates $147,000 and $143,000 for the
quarters ended January 31, 1999 and 1998, respectively.
Affiliates of the Corporate General Partner received reimbursement of
accountable administrative expenses amounting to approximately $45,000 and
$58,000 for the quarters ended January 31, 1999 and 1998, respectively.
As a result of its ownership of 19,737 limited partnership units or 39.474%
AIMCO could be in a position to significantly influence all voting decisions
with respect to the Registrant. Under the Partnership Agreement, unitholders
holding a majority of the Units are entitled to take action with respect to a
variety of matters. When voting on matters, AIMCO would in all likelihood vote
the Units it owns in a manner favorable to the interest of the Corporate General
Partner because of its affiliation with the Corporate General Partner.
NOTE E - SEGMENT REPORTING
In June 1997, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 131, Disclosure about Segments of an
Enterprise and Related Information ("Statement 131"), which is effective for
years beginning after December 15, 1997. Statement 131 established standards
for the way that public business enterprises report information about operating
segments in annual financial statements and requires that those enterprises
report selected information about operating segments in interim financial
reports. It also establishes standards for related disclosures about products
and services, geographic areas, and major customers.
As defined by Statement 131, the Partnership has one reportable segment:
residential properties. The Partnership's residential property segment consists
of three apartment complexes located in three states: Florida, South Carolina,
and North Carolina. The Partnership rents apartment units to people for terms
that are typically less than twelve months.
The Partnership evaluates performance based on net operating income, which is
defined as income before interest expense, depreciation, amortization of
intangibles, casualty expense, gain or loss on disposal of property, and gain or
loss on extinguishment of debt. 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 fiscal year ended October 31,
1998.
The Partnership's reportable segments are business units (investment properties)
that offer similar products and services. Although each of the investment
properties is managed separately, they have been aggregated into one segment as
they provide services with similar types of products and customers.
Segment information for the three months ended January 31, 1999 and 1998 is
shown in the tables below. The "Other" column includes partnership
administration related items and income and expense not allocated to reportable
segments.
1999 RESIDENTIAL OTHER TOTALS
Rental income $ 2,789 $ -- $ 2,789
Other income 122 21 143
Interest expense 532 -- 532
Depreciation 487 -- 487
General and administrative
expense -- 68 68
Segment profit (loss) 606 (47) 559
Total assets 29,688 1,144 30,832
Capital expenditures for
investment properties 324 -- 324
1998 RESIDENTIAL OTHER TOTALS
Rental income $ 2,750 $ -- $ 2,750
Other income 92 20 112
Interest expense 546 -- 546
Depreciation 472 -- 472
General and administrative
expense -- 76 76
Segment profit (loss) 414 (56) 358
Total assets 30,820 1,970 32,790
Capital expenditures for
investment properties 116 -- 116
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 three months ended January 31, 1999 and 1998:
Average Occupancy
Property 1999 1998
Baymeadows Apartments 94% 93%
Jacksonville, Florida
Quail Run Apartments 91% 96%
Columbia, South Carolina
Countrywood Village Apartments 93% 95%
Raleigh, North Carolina
The Corporate General Partner attributes the decrease in average occupancy at
Quail Run to several of their tenants which were renting under short term
corporate leases moving out and other tenants moving out to purchase homes dues
to low interest rates.
Results of Operations
The Registrant's net income for the three months ended January 31, 1999 was
$559,000 as compared to $358,000 for the three months ended January 31, 1998.
The increase in net income was primarily due to a decrease in total expenses and
to a lesser extent, an increase in total revenue. Revenues increased due to an
increase in rental income and other income. The increase in rental income is
primarily attributable to the increase in average annual rental rates at all
three of the Registrant's investment properties which more than offset the
occupancy decreases at Quail Run and Countrywood Village. Other income
increased primarily due to an increase in deposit forfeitures at Baymeadows
Apartments.
Expenses decreased primarily due to a reductions in operating expenses and to a
lesser extent a reduction in interest, property taxes, and general and
administrative expenses. Operating expenses decreased due to the completion
prior to the first quarter of 1999 of major landscaping projects at Baymeadows
and Countrywood Village which were in process during the first quarter of 1998.
These costs were incurred to attract new tenants and increase the curb appeal at
the properties. Interest expense decreased due to the reduction in mortgage
balances encumbering the properties as a result of scheduled principal payments.
General and administrative expense decreased slightly as a result of a decrease
in management reimbursements to the Corporate General Partner allowed under the
Partnership Agreement. Also included in general and administrative expenses are
costs associated with the quarterly and annual communications with investors and
regulatory agencies and the annual audits and appraisals required by the
Partnership Agreement.
As part of the ongoing business plan of the Registrant, 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 Registrant from increases in
expense. As part of this plan, the Corporate General Partner attempts to
protect the Registrant 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 January 31, 1999, the Registrant had cash and cash equivalents of
approximately $1,518,000 as compared to approximately $2,472,000 at January 31,
1998. The decrease in cash and cash equivalents is due to, $343,000 of cash used
in investing activities and $2,601,000 of cash used in financing activities
which was partially offset by $1,281,000 of cash provided by operating
activities. Cash used in investing activities consisted primarily of property
improvements and replacements and deposits to escrow accounts maintained by the
mortgage lender. Cash used in financing activities consisted primarily of
partner distributions and, to a lesser extent, payments of principal made on the
mortgages encumbering the Registrant's properties. The Registrant invests its
working capital reserves in money market accounts.
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 properties to adequately maintain the physical
assets and other operating needs of the Registrant and to comply with federal,
state, and local legal and regulatory requirements. The Registrant has budgeted
approximately $4.6 million in capital improvements for all of the Registrant'
properties in 1999. Budgeted capital improvements at Baymeadows include parking
lot repairs, plumbing upgrades, major landscaping, roof replacement, major
building repairs and improvements to its recreational facility. Budgeted
capital improvements at Quail Run include roof replacement, major carpet
replacement, and repairs to its air conditioning system. Countrywood has no
major budgeted expenditures in 1999. The projects have been started with
expenditures approximating budgeted amounts through January 1999. The
additional capital expenditures will be incurred only if cash is available from
operations or from partnership reserves. To the extent that such budgeted
capital improvements are completed, the Registrant's distributable cash flow, if
any, may be adversely affected at least in the short term.
The Registrant's current assets are thought to be sufficient for any near-term
needs (exclusive of capital improvements) of the Registrant. The mortgage
indebtedness of approximately $23,340,000 net of discount, is amortized over 257
months with a balloon payment of approximately $20,669,000 due on November 15,
2002. The Corporate General Partner will attempt to refinance such indebtedness
and/or sell the properties prior to such maturity date. If the properties
cannot be refinanced or sold for a sufficient amount, the Registrant will risk
losing such properties through foreclosure.
A cash distribution from operations of approximately $2,400,000 was made during
the quarter ended January 31, 1999. A cash distribution of approximately
$812,000 was declared during the three months ended January 31, 1998 and paid in
February 1998. The Registrant's distribution policy is reviewed on a quarterly
basis. There can be no assurance, however, that the Registrant will generate
sufficient funds from operations, after planned capital improvement
expenditures, to permit further distributions to its partners in 1999 or
subsequent periods.
Year 2000
General Description of the Year 2000 Issue and the Nature and Effects of the
Year 2000 on Information Technology (IT) and Non-IT Systems
The Year 2000 Issue is the result of computer programs being written using two
digits rather than four to define the applicable year. The Partnership is
dependent upon the Corporate General Partner and its affiliates for management
and administrative services ("Managing Agent"). Any computer programs or
hardware that have date-sensitive software or embedded chips may recognize a
date using "00" as the year 1900 rather than the year 2000. This could result
in a system failure or miscalculations causing disruptions of operations,
including, among other things, a temporary inability to process transactions,
send invoices, or engage in similar normal business activities.
The Managing Agent has determined that it will be required to modify or replace
significant portions of its software and certain hardware so that those systems
will properly utilize dates beyond December 31, 1999. The Managing Agent
presently believes that with modifications or replacements of existing software
and certain hardware, the Year 2000 Issue can be mitigated. However, if such
modifications and replacements are not made, or are not completed timely, the
Year 2000 Issue could have a material impact on the operations of the Managing
Agent and the Partnership.
Status of Progress in Becoming Year 2000 Compliant
The Managing Agent's plan to resolve the Year 2000 Issue involves the following
four phases: assessment, remediation, testing and implementation. As of
December 31, 1998, the Managing Agent has fully completed its assessment of all
information systems that could be significantly affected by the Year 2000, and
has begun the remediation, testing and implementation phase on both hardware and
software systems. Assessments are continuing in regards to embedded systems in
operating equipment. The Managing Agent anticipates having all phases complete
by June 1, 1999.
In addition to the areas the Partnership is relying on the Managing Agent to
verify compliance with, the Partnership has certain operating equipment,
primarily at the property sites, which needed to be evaluated for Year 2000
compliance. In this regard, the Corporate General Partner focused on the
security systems, elevators, heating-ventilation-air-conditioning systems,
telephone systems and switches, and sprinkler systems. The Corporate General
Partner is currently engaged in the identification of all non-compliant
operational systems, and is in the process of estimating the costs associated
with any potential modifications or replacements needed to such systems in order
for them to be Year 2000 compliant. It is not expected that such costs would
have a material adverse effect upon the operations of the Partnership.
Risk Associated with the Year 2000
The Corporate General Partner believes that the Managing Agent has an effective
program in place to resolve the Year 2000 issue in a timely manner and has
appropriate contingency plans in place for critical applications that could
affect the Partnership's operations. To date, the Corporate General Partner
is not aware of any external agent with a Year 2000 issue that would materially
impact the Partnership's results of operations, liquidity or capital resources.
However, the Corporate General Partner has no means of ensuring that external
agents will be Year 2000 compliant. The Corporate General Partner does not
believe that the inability of external agents to complete their Year 2000
resolution process in a timely manner will have a material impact on the
financial position or results of operations of the Partnership. However, the
effect of non-compliance by external agents is not readily determinable.
PART II - OTHER INFORMATION
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 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 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. On June 25, 1998, the Corporate
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
Corporate General Partner has filed demurrers to the amended complaint which
were heard during February 1999. No ruling on such demurrers has been received.
On July 30, 1998, certain entities claiming to own limited partnership interests
in certain limited partnerships whose general partners were, at the time,
affiliates of Insignia filed a complaint entitled EVEREST PROPERTIES, LLC V.
INSIGNIA FINANCIAL GROUP, INC. ET AL. in the Superior Court of the State of
California, county of Los Angeles. This case was settled on March 3, 1999. The
Partnership is responsible for a portion of the settlement costs. The expenses
will not have a material effect on the Partnership's net income.
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 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 January 31, 1999:
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
By: Shelter Realty IV Corporation
Corporate General Partner
By: /s/Patrick J. Foye
Patrick J. Foye
Executive Vice President and Director
By: /s/Timothy R. Garrick
Timothy R. Garrick
Vice President - Accounting and Director
Date: March 17, 1999
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from Shelter
Properties IV Limited Partnership 1998 First 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> 3-MOS
<FISCAL-YEAR-END> OCT-31-1999
<PERIOD-END> JAN-31-1999
<CASH> 1,518
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0<F1>
<PP&E> 61,214
<DEPRECIATION> 34,688
<TOTAL-ASSETS> 30,832
<CURRENT-LIABILITIES> 0<F1>
<BONDS> 23,340
0
0
<COMMON> 0
<OTHER-SE> 6,657
<TOTAL-LIABILITY-AND-EQUITY> 30,832
<SALES> 0
<TOTAL-REVENUES> 2,932
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 2,373
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 532
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 559
<EPS-PRIMARY> 11.06<F2>
<EPS-DILUTED> 0
<FN>
<F1>Registrant has an unclassified balance sheet.
<F2>Multiplier is 1.
</FN>
</TABLE>
