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 July 31, 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 0-10884
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)
July 31, 1999
Assets
Cash and cash equivalents $ 2,975
Receivables and deposits (net of allowance for
doubtful accounts of $19) 888
Restricted escrows 886
Other assets 619
Investment properties:
Land $ 3,442
Buildings and related personal property 58,418
61,860
Less accumulated depreciation (35,687) 26,173
$ 31,541
Liabilities and Partners' (Deficit) Capital
Liabilities
Accounts payable $ 157
Tenant security deposit liabilities 245
Accrued property taxes 486
Other liabilities 245
Mortgage notes payable 23,028
Partners' (Deficit) Capital
General partners $ (11)
Limited partners (49,995 units issued and
outstanding) 7,391 7,380
$ 31,541
See Accompanying Notes to Consolidated Financial Statements
b)
SHELTER PROPERTIES IV
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(in thousands, except unit data)
Three Months Ended Nine Months Ended
July 31, July 31,
1999 1998 1999 1998
Revenues:
Rental income $2,756 $2,809 $8,362 $8,276
Other income 131 137 378 378
Total revenues 2,887 2,946 8,740 8,654
Expenses:
Operating 1,245 1,219 3,525 3,571
General and administrative 101 66 261 224
Depreciation 525 488 1,486 1,441
Interest 533 540 1,593 1,630
Property taxes 213 198 593 594
Total expenses 2,617 2,511 7,458 7,460
Net income $ 270 $ 435 $1,282 $1,194
Net income allocated to
general partners (1%) $ 3 $ 4 $ 13 $ 12
Net income allocated to
limited partners (99%) 267 431 1,269 1,182
$ 270 $ 435 $1,282 $1,194
Net income per limited
partnership unit $ 5.34 $ 8.62 $25.38 $23.64
Distributions per limited
partnership unit $ -- $ -- $47.52 $16.08
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' (deficit) capital at
October 31, 1998 49,995 $ -- $ 8,498 $ 8,498
Net income for the nine months
ended July 31, 1999 -- 13 1,269 1,282
Partners' distributions -- (24) (2,376) (2,400)
Partners' (deficit) capital at
July 31, 1999 49,995 $ (11) $ 7,391 $ 7,380
See Accompanying Notes to Consolidated Financial Statements
d)
SHELTER PROPERTIES IV
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(in thousands)
Nine Months Ended
July 31,
1999 1998
Cash flows from operating activities:
Net income $ 1,282 $ 1,194
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation 1,486 1,441
Amortization of discounts and loan costs 214 211
Change in accounts:
Receivables and deposits 348 148
Other assets (284) 46
Accounts payable (6) 9
Tenant security deposit liabilities (3) (22)
Accrued property taxes (174) (170)
Other liabilities (29) 25
Net cash provided by operating activities 2,834 2,882
Cash flows from investing activities:
Property improvements and replacements (970) (668)
Net withdrawals from (deposits to) restricted escrows 944 (57)
Net cash used in investing activities (26) (725)
Cash flows from financing activities:
Partners' distributions (2,400) (812)
Payments on mortgage notes payable (614) (572)
Net cash used in financing activities (3,014) (1,384)
Net (decrease) increase in cash and cash equivalents (206) 773
Cash and cash equivalents at beginning of period 3,181 1,847
Cash and cash equivalents at end of period $ 2,975 $ 2,620
Supplemental disclosure of cash flow information:
Cash paid for interest $ 1,378 $ 1,422
See Accompanying Notes to Consolidated Financial Statements
e)
SHELTER PROPERTIES IV
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
July 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 and nine month periods ended July 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
consolidated 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 the Corporate General Partner. The Corporate
General Partner 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 acquired 100% ownership interest in
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
consolidated statements of cash flows captioned "net cash provided by operating
activities" to "net cash used in operations", as defined in the partnership
agreement of the Partnership (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 Nine Months Ended
July 31,
1999 1998
(in thousands)
Net cash provided by operating activities $ 2,834 $ 2,882
Payments on mortgage notes payable (614) (572)
Property improvements and replacements (970) (668)
Change in restricted escrows, net 944 (57)
Changes in reserves for net operating
liabilities 148 (36)
Additional reserves (2,342) (1,549)
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 $2,342,000 and
$1,549,000 at July 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 (i) certain
payments to affiliates for services and (ii) reimbursement of certain expenses
incurred by affiliates on behalf of the Partnership. The following payments
were made to the Corporate General Partner and its affiliates during the nine
months ended July 31, 1999 and 1998:
1999 1998
(in thousands)
Property management fees (included in
operating expenses) $439 $430
Reimbursement for services of affiliates
(included in operating, general and
administrative expenses, and investment
properties) 150 158
During the nine months ended July 31, 1999 and 1998, affiliates of the Corporate
General Partner were entitled to receive 5% of gross receipts for all of the
Registrant's properties as compensation for providing property management
services. The Registrant paid to such affiliates approximately $439,000 and
$430,000 for the nine months ended July 31, 1999 and 1998, respectively.
Affiliates of the Corporate General Partner received reimbursement of
accountable administrative expenses amounting to approximately $150,000 and
$158,000 for the nine months ended July 31, 1999 and 1998, respectively.
Included in these expenses is approximately $4,000 and $8,000 in reimbursements
for construction oversight costs for the nine months ended July 31, 1999 and
1998, respectively.
On June 2, 1999, AIMCO Properties, L.P., an affiliate of the Corporate General
Partner commenced a tender offer to purchase up to 13,550.39 (27.10% of the
total outstanding units) units of limited partnership interest in the
Partnership for a purchase price of $536 per unit. The offer expired on July
30, 1999. Pursuant to this offer, AIMCO Properties, L.P. acquired 1,245.33
units. As a result, AIMCO and its affiliates currently own 20,982.33 units of
limited partnership interest in the Partnership representing 41.97% of the total
outstanding units. It is possible that AIMCO or its affiliates 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 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 consisting
of three apartment complexes located in Florida, South Carolina, and North
Carolina. 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 described in the
summary of significant accounting policies in the Partnership's Annual Report on
Form 10-KSB for the year ended October 31, 1998.
Factors management used to identify the Partnership's reportable segment:
The Partnership's reportable segment consists of investment properties that
offer similar products and services. Although each of the investment properties
are managed separately, they have been aggregated into one segment as they
provide services with similar types of products and customers.
Segment information for the nine month periods ended July 31, 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 $ 8,362 $ -- $ 8,362
Other income 340 38 378
Interest expense 1,593 -- 1,593
Depreciation 1,486 -- 1,486
General and administrative expense -- 261 261
Segment profit (loss) 1,505 (223) 1,282
Total assets 30,668 873 31,541
Capital expenditures for investment
properties 970 -- 970
1998 Residential Other Totals
Rental income $ 8,276 $ -- $ 8,276
Other income 320 58 378
Interest expense 1,630 -- 1,630
Depreciation 1,441 -- 1,441
General and administrative expense -- 224 224
Segment profit (loss) 1,360 (166) 1,194
Total assets 30,903 1,981 32,884
Capital expenditures for investment
properties 668 -- 668
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 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 AIMCO. 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 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. The Corporate General Partner does not anticipate
that costs associated with this case, if any, will be material to the
Partnership's overall operations.
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 Registrant from time to time.
The discussion of the Registrant's business and results of operations, including
forward-looking statements pertaining to such matters, does not take into
account the effects of any changes to the Registrant's business and results of
operations. 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 properties consist of three apartment complexes.
The following table sets forth the average occupancy of the properties for each
of the nine months ended July 31, 1999 and 1998:
Average
Occupancy
Property 1999 1998
Baymeadows Apartments
Jacksonville, Florida 93% 93%
Quail Run Apartments
Columbia, South Carolina 92% 95%
Countrywood Village Apartments
Raleigh, North Carolina 93% 93%
The Corporate General Partner attributes the decrease in average occupancy at
Quail Run to increased home sales and decreased rental market conditions in the
Columbia area.
Results of Operations
The Partnership's net income for the nine months ended July 31, 1999 was
approximately $1,282,000 compared to approximately $1,194,000 for the
corresponding period in 1998. The Partnership recorded net income of
approximately $270,000 for the three months ended July 31, 1999 compared to net
income of approximately $435,000 for the corresponding period in 1998. The
increase in net income for the comparable nine months periods is primarily due
to an increase in total revenues, while total expenses remained relatively
constant. The increase in total revenues was due to an increase in rental
income. Rental income increased due to an increase in average annual rental
rates at all three of the Registrant's investment properties, which more than
offset a decrease in occupancy at Quail Run. The decrease in net income for the
three months ended July 31, 1999 compared to the corresponding period in 1998 is
attributable to a decrease in total revenues and an increase in total expenses
for the three month period. The decrease in total revenues is primarily due to
a decrease in rental income, which is the result of the decrease in occupancy at
Quail Run from the comparable period in 1998. Also contributing to the decrease
in rental income for the three months ended July 31, 1999 was a decrease in
occupancy from the previous quarter at Baymeadows.
Total expenses remained relatively consistent for the nine months ended July 31,
1999, as decreases in operating and interest expense have offset increases in
general and administrative and depreciation expense. Operating expense
decreased for the nine months ended July 31, 1999 due to the completion of major
landscaping projects and swimming pool repairs at Baymeadows and Countrywood
Village, and window covering replacements and interior decorating at Baymeadows
during the nine months ended July 31, 1998. In addition, insurance expense,
which is included in operating expense, decreased due to a change in insurance
carriers late in 1998. Interest expense decreased for both the three and nine
month periods ended July 31, 1999 due to the reduction in mortgage balances
encumbering the properties as a result of scheduled principal payments. The
increase in general and administrative expense for both the three and nine month
periods ended July 31, 1999 is primarily the result of an increase in legal fees
due to the settlement of a partnership legal case which was disclosed in the
prior quarter. Depreciation expense increased due to increased capital
improvements and replacements made at the properties over the past year.
Included in general and administrative expense for the three and nine month
periods ended July 31, 1999 are reimbursements to the Corporate General Partner
allowed under the Partnership Agreement. In addition, costs associated with the
quarterly and annual communications with investors and regulatory agencies and
the annual audit and appraisals required by the Partnership Agreement are also
included.
As part of the ongoing business plan of the Partnership, the 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
expenses. 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 July 31, 1999, the Partnership had cash and cash equivalents of approximately
$2,975,000 as compared to approximately $2,620,000 at July 31, 1998. Cash and
cash equivalents decreased approximately $206,000 for the nine months ended July
31, 1999 from the Registrant's fiscal year end. This decrease was primarily due
to approximately $3,014,000 of net cash used in financing activities and
approximately $26,000 of net cash used in investing activities, which was
partially offset by approximately $2,834,000 of net cash provided by operating
activities. 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. Cash used in investing
activities consisted of property improvements and replacements, which was offset
by net withdrawals from restricted escrows maintained by the mortgage lender.
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 investment properties to adequately maintain the
physical assets and other operating needs of the Partnership and to comply with
Federal, state, local, legal, and regulatory requirements. Capital improvements
planned for each of the Registrant's properties are detailed below.
Baymeadows Apartments: The Partnership completed approximately $586,000 in
capital expenditures at Baymeadows Apartments as of July 31, 1999, consisting
primarily of flooring, appliance and drapery replacement, swimming pool and air
conditioning improvements, landscaping, and plumbing work. These improvements
were funded primarily from replacement reserves. Based on a report received
from an independent third party consultant analyzing necessary exterior
improvements and estimates made by the Corporate General Partner on interior
improvements, it is estimated that the property requires approximately
$3,821,000 of capital improvements over the next few years. The Partnership has
budgeted, but is not limited to, capital improvements of approximately
$3,821,000 for 1999 which include certain of the required improvements and
consist primarily of parking lot repairs, plumbing upgrades, major landscaping,
roof replacements, major building repairs, and improvements to its recreational
facility.
Quail Run Apartments: The Partnership completed approximately $287,000 in
capital expenditures at Quail Run Apartments as of July 31, 1999, consisting
primarily of appliance and flooring replacement, air conditioning improvements
and a roofing project. These improvements were funded primarily from cash flow
and replacement reserves. Based on a report received from an independent third
party consultant analyzing necessary exterior improvements and estimates made by
the Corporate General Partner on interior improvements, it is estimated that the
property requires approximately $412,000 of capital improvements over the next
few years. The Partnership has budgeted, but is not limited to, approximately
$404,000 for 1999 which include certain of the required improvements and consist
primarily of roof replacements, landscaping, major carpet replacement, and
improvements to its air conditioning system.
Countrywood Village Apartments: The Partnership completed approximately $97,000
in capital expenditures at Countrywood Apartments as of July 31, 1999,
consisting primarily of landscaping, parking area improvements, flooring
replacements and new water heaters and appliances. These improvements were
funded primarily from replacement reserves. Based on a report received from an
independent third party consultant analyzing necessary exterior improvements and
estimates made by the Corporate General Partner on interior improvements, it is
estimated that the property requires approximately $200,000 of capital
improvements over the next few years. The Partnership has budgeted, but is not
limited to, capital improvements of approximately $248,000 for 1999 which
include certain of the required improvements and consist primarily of interior
and exterior building improvements.
The additional capital expenditures will be incurred only if cash is available
from operations and 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 $23,028,000, 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 paid during
the nine months ended July 31, 1999, of which approximately $2,376,000 was paid
to limited partners ($47.52 per limited partnership unit). A cash distribution
of approximately $812,000 was made from operations during the nine months ended
July 31, 1998, of which approximately $804,000 was paid to limited partners
($16.08 per limited partnership unit). Future cash distributions will depend on
the levels of net cash generated from operations, the availability of cash
reserves and the timing of debt maturities, refinancings, and/or property sales.
The Partnership's distribution policy will be reviewed on a quarterly basis.
There can be no assurance, however, that the Partnership will generate
sufficient funds from operations, after required capital expenditures, to permit
any additional distributions to its partners in 1999 or subsequent periods.
Tender Offer
On June 2, 1999, AIMCO Properties, L.P., an affiliate of the Corporate General
Partner commenced a tender offer to purchase up to 13,550.39 (27.10% of the
total outstanding units) units of limited partnership interest in the
Partnership for a purchase price of $536 per unit. The offer expired on July
30, 1999. Pursuant to this offer, AIMCO Properties, L.P. acquired 1,245.33
units. As a result, AIMCO and its affiliates currently own 20,982.33 units of
limited partnership interest in the Partnership representing 41.97% of the total
outstanding units. It is possible that AIMCO or its affiliates 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 Corporate 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 July 31, 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 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.
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 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
July 31, 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 was to move
accounts from any institution that could not certified Year 2000 compliant by
September 1, 1999. 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 PROCEDINGS
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 filed an amended complaint. The
Corporate General Partner filed demurrers to the amended complaint which were
heard during February 1999. No ruling on such demurrers has been received. The
Corporate General Partner does not anticipate that costs associated with this
case, if any, will be material to the Partnership's overall operations.
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 during the quarter ended July 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/Martha L. Long
Martha L. Long
Senior Vice President and
Controller
Date: September 14, 1999
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from Shelter
Properties IV 1999 Third Quarter 10-QSB and is qualified in its entirety by
reference to such 10-QSB filing.
</LEGEND>
<CIK> 0000702174
<NAME> SHELTER PROPERTIES IV
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> OCT-31-1999
<PERIOD-END> JUL-31-1999
<CASH> 2,975
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0<F1>
<PP&E> 61,860
<DEPRECIATION> 35,687
<TOTAL-ASSETS> 31,541
<CURRENT-LIABILITIES> 0<F1>
<BONDS> 23,028
0
0
<COMMON> 0
<OTHER-SE> 7,380
<TOTAL-LIABILITY-AND-EQUITY> 31,541
<SALES> 0
<TOTAL-REVENUES> 8,740
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 7,458
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,593
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,282
<EPS-BASIC> 25.38<F2>
<EPS-DILUTED> 0
<FN>
<F1>Registrant has an unclassified balance sheet.
<F2>Multiplier is 1.
</FN>
</TABLE>
