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, 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)
April 30, 1999
Assets
Cash and cash equivalents $ 2,090
Receivables and deposits 700
Restricted escrows 1,649
Other assets 431
Investment properties:
Land $ 3,442
Buildings and related personal property 57,981
61,423
Less accumulated depreciation (35,162) 26,261
$31,131
Liabilities and Partners' (Deficit) Capital
Liabilities
Accounts payable $ 86
Tenant security deposit liabilities 247
Accrued property taxes 273
Other liabilities 232
Mortgage notes payable 23,183
Partners' (Deficit) Capital
General partners $ (14)
Limited partners (49,995 units
issued and outstanding) 7,124 7,110
$31,131
See Accompanying Notes to Consolidated Financial Statements
b)
SHELTER PROPERTIES IV
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(in thousands, except unit data)
Three Months Ended Six Months Ended
April 30, April 30,
1999 1998 1999 1998
Revenues:
Rental income $2,817 $2,717 $5,606 $5,467
Other income 104 129 247 241
Total revenues 2,921 2,846 5,853 5,708
Expenses:
Operating 1,169 1,143 2,280 2,352
General and administrative 92 82 160 158
Depreciation 474 481 961 953
Interest 528 544 1,060 1,090
Property taxes 205 195 380 396
Total expenses 2,468 2,445 4,841 4,949
Net income $ 453 $ 401 $1,012 $ 759
Net income allocated
to general partners (1%) $ 4 $ 4 $ 10 $ 8
Net income allocated
to limited partners (99%) 449 397 1,002 751
$ 453 $ 401 $1,012 $ 759
Net income per limited
partnership unit $ 8.98 $ 7.94 $20.04 $15.02
Distributions per limited
partnership unit $ -- $16.08 $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' capital at
October 31, 1998 49,995 $ -- $ 8,498 $ 8,498
Net income for the six
months ended April 30, 1999 -- 10 1,002 1,012
Partners' distributions -- (24) (2,376) (2,400)
Partners' (deficit) capital at
at April 30, 1999 49,995 $(14) $ 7,124 $ 7,110
See Accompanying Notes to Consolidated Financial Statements
d)
SHELTER PROPERTIES IV
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(in thousands)
Six Months Ended April 30,
1999 1998
Cash flows from operating activities:
Net income $ 1,012 $ 759
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation 961 953
Amortization of discounts and loan costs 138 140
Change in accounts:
Receivables and deposits 536 384
Other assets (73) 81
Accounts payable (77) (15)
Tenant security deposit liabilities (1) (10)
Accrued property taxes (387) (368)
Other liabilities (42) 14
Net cash provided by operating activities 2,067 1,938
Cash flows from investing activities:
Property improvements and replacements (533) (294)
Net deposits to restricted escrows 181 (39)
Net cash used in investing activities (352) (333)
Cash flows from financing activities:
Partners' distributions (2,400) (812)
Payments on mortgage notes payable (406) (378)
Net cash used in financing activities (2,806) (1,190)
Net (decrease) increase in cash and cash equivalents (1,091) 415
Cash and cash equivalents at beginning of period 3,181 1,847
Cash and cash equivalents at end of period $ 2,090 $ 2,262
Supplemental disclosure of cash flow information:
Cash paid for interest $ 922 $ 951
See Accompanying Notes to Consolidated Financial Statements
e)
SHELTER PROPERTIES IV
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
April 30, 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 six month periods ended April 30, 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 a 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 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 Six Months Ended
April 30,
1999 1998
(in thousands)
Net cash provided by operating activities $ 2,067 $ 1,938
Payments on mortgage notes payable (406) (378)
Property improvements and replacements (533) (294)
Change in restricted escrows, net 181 (39)
Changes in reserves for net operating
liabilities 44 (86)
Additional reserves (1,353) (1,141)
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 $1,353,000 and
$1,141,000 at April 30, 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 six
months ended April 30, 1999 and 1998:
1999 1998
(in thousands)
Property management fees (included in
operating expenses) $293 $284
Reimbursement for services of affiliates
(included in operating, general and
administrative expenses, and investment
properties) (1) 91 112
(1) Included in "Reimbursement for services of affiliates" for the six months
ended April 30, 1998, is approximately $6,000 in reimbursements for
construction oversight costs. No such costs were incurred for the six
months ended April 30, 1999.
During the six months ended April 30, 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 approximately $293,000 and
$284,000 for the six months ended April 30, 1999 and 1998, respectively.
Affiliates of the Corporate General Partner received reimbursement of
accountable administrative expenses amounting to approximately $91,000 and
$112,000 for the six months ended April 30, 1999 and 1998, respectively.
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 six month periods ended April 30, 1999 and 1998 is
shown in the tables below (in thousands). The "Other" column includes
partnership administration related items and income and expense not allocated to
the reportable segment.
1999 Residential Other Totals
Rental income $ 5,606 $ -- $ 5,606
Other income 217 30 247
Interest expense 1,060 -- 1,060
Depreciation 961 -- 961
General and administrative expense -- 160 160
Segment profit (loss) 1,142 (130) 1,012
Total assets 30,174 957 31,131
Capital expenditures for
investment properties 533 -- 533
1998 Residential Other Totals
Rental income $ 5,467 $ -- $ 5,467
Other income 204 37 241
Interest expense 1,090 -- 1,090
Depreciation 953 -- 953
General and administrative expense -- 158 158
Segment profit (loss) 880 (121) 759
Total assets 30,628 1,745 32,373
Capital expenditures
for investment properties 294 -- 294
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 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 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. These costs
have been paid and are included in general and administrative expenses at April
30, 1999. The expense did not have a material effect on 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
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 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, 1999 and 1998:
Average
Occupancy
Property 1999 1998
Baymeadows Apartments
Jacksonville, Florida 94% 93%
Quail Run Apartments
Columbia, South Carolina 92% 96%
Countrywood Village Apartments
Raleigh, North Carolina 93% 93%
The Corporate General Partner attributes the decrease in average occupancy at
Quail Run to tenants moving out to purchase homes due to lower interest rates
and decreased market conditions in the Columbia area.
Results of Operations
The Partnership's net income for the six months ended April 30, 1999 was
approximately $1,012,000 compared to approximately $759,000 for the
corresponding period in 1998. The Partnership recorded net income of
approximately $453,000 for the three months ended April 30, 1999 compared to net
income of approximately $401,000 for the corresponding period in 1998. The
increase in net income for the six months ended April 30, 1999 compared to the
corresponding period in 1998 is the result of an increase in total revenues and
a decrease in total expenses. The increase in net income for the three months
ended April 30, 1999 compared to the corresponding period in 1998 is primarily
attributable to an increase in total revenues which was partially offset by a
slight increase in total expenses. The increase in total revenues for both the
three and six months ended April 30, 1999 is primarily attributable to an
increase in rental income as a result of 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 Apartments.
Total expenses decreased for the six months ended April 30, 1999 primarily due
to reductions in operating and interest expense. Operating expense decreased
due to the completion of major landscaping projects at Baymeadows and
Countrywood Village, and window covering replacements at Baymeadows in the first
quarter of 1998. In addition, insurance expense, which is included in operating
expense, decreased due to a change in insurance carriers late in 1998. Operating
expense increased, however, during the three months ended April 30, 1999, as
compared to the three months ended April 30, 1998 primarily due to increases in
salaries and maintenance expenses at Quail Run Apartments. Interest expense
decreased due to the reduction in mortgage balances encumbering the properties
as a result of scheduled principal payments.
All other expenses remained relatively constant for the comparable three and six
month periods. Included in general and administrative expense 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
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, 1999, the Partnership had cash and cash equivalents of
approximately $2,090,000 as compared to approximately $2,262,000 at April 30,
1998. Cash and cash equivalents decreased approximately $1,091,000 for the six
months ended April 30, 1999 from the Registrant's fiscal year end. This
decrease was primarily due to approximately $2,806,000 of net cash used in
financing activities and approximately $352,000 of net cash used in investing
activities, which was partially offset by approximately $2,067,000 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 slightly offset by net receipts 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 $391,000 in
capital expenditures at Baymeadows Apartments as of April 30, 1999, consisting
primarily of flooring and drapery replacement, pool repairs, landscaping, and
plumbing work. These improvements were funded 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 Managing
General Partner on interior improvements, it is estimated that the property
requires approximately $3,821,000 of capital improvements over the near term.
The Partnership has budgeted, but is not limited to, capital improvements of
approximately $3,821,000 for 1999 consisting 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 $83,000 in capital
expenditures at Quail Run Apartments as of April 30, 1999, consisting primarily
of appliance and flooring replacement and roof replacements. 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 Managing General Partner on
interior improvements, it is estimated that the property requires approximately
$412,000 of capital improvements over the near term. The Partnership has
budgeted, but is not limited to, approximately $404,000 for 1999 consisting
primarily of roof replacements, landscaping, major carpet replacement, and
repairs to its air conditioning system.
Countrywood Village Apartments: The Partnership completed approximately $59,000
in capital expenditures at Countrywood Apartments as of April 30, 1999,
consisting primarily of parking area repairs, flooring replacements and new
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 Managing General
Partner on interior improvements, it is estimated that the property requires
approximately $200,000 of capital improvements over the near term. The
Partnership has budgeted, but is not limited to, capital improvements of
approximately $248,000 for 1999 consisting 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 $23,183,000, 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 ($47.52 per
limited partnership unit) was made during the six months ended April 30, 1999.
A cash distribution of approximately $812,000 ($16.08 per limited partnership
unit) was made from operations during the six months ended April 30, 1998.
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.
Potential Tender Offer
On June 2, 1999, AIMCO Properties, L.P., an affiliate of AIMCO commenced a
tender offer to purchase up to 13,550.39 units (27.10% of the total outstanding
units) of limited partnership interest in the Partnership for a purchase price
of $536.00 per unit. The offer is scheduled to expire on June 28, 1999, unless
extended. It is possible that subsequent to the consummation of this offer,
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. While such an exchange
offer is possible, no definite plans exist as to when or whether to commence
such an exchange offer, or as to the terms of any such exchange offer, and it is
possible that none will occur.
A registration statement relating to the securities to be issued in an exchange
offer has been filed with the Securities and Exchange Commission but has not yet
become effective. These securities may not be sold nor may offers to buy be
accepted prior to the time the registration statement becomes effective. This
Form 10-QSB shall not constitute an offer to sell or the solicitation of an
offer to buy nor shall there be any sale of these securities in any state in
which such offer, solicitation or sale would be unlawful prior to the
registration or qualification under the securities laws of any such state.
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 April 30, 1999, had completed approximately 75% 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 July
31, 1999.
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.
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 the testing process is
expected to be completed by July 31, 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 80% of the server operating systems. The remaining
server operating systems are planned to be upgraded to be Year 2000 compliant by
July 31, 1999.
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. The Managing Agent intends to have a third-party conduct an
audit of these systems and report their findings by July 31, 1999.
Any of the above operating equipment that has been found to be non-compliant to
date has been replaced or repaired. To date, these have consisted only of
security systems and phone systems. As of May 31, 1999 the Managing Agent has
evaluated approximately 86% of the operating equipment for the Year 2000
compliance.
The total cost incurred for all properties managed by the Managing Agent as of
May 31, 1999 to replace or repair the operating equipment was approximately
$400,000. The Managing Agent estimates the cost to replace or repair any
remaining operating equipment is approximately $325,000, which is expected to be
completed by August 30, 1999.
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 August 31, 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 $2.8 million ($0.6 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 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 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. These costs
have been paid and are included in general and administrative expenses at April
30, 1999. The expense did not have a material effect on 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 April 30, 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/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 from Shelter
Properties IV Second 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> 6-MOS
<FISCAL-YEAR-END> OCT-31-1999
<PERIOD-END> APR-30-1999
<CASH> 2,090
<SECURITIES> 0
<RECEIVABLES> 44
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0<F1>
<PP&E> 61,423
<DEPRECIATION> (35,162)
<TOTAL-ASSETS> 31,131
<CURRENT-LIABILITIES> 0<F1>
<BONDS> 23,183
0
0
<COMMON> 0
<OTHER-SE> 7,110
<TOTAL-LIABILITY-AND-EQUITY> 31,131
<SALES> 5,606
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 4,841
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,060
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,012
<EPS-BASIC> 20.04<F2>
<EPS-DILUTED> 0
<FN>
<F1>Registrant has an unclassified balance sheet.
<F2>Multiplier is 1.
</FN>
</TABLE>
