FORM 10-KSB--ANNUAL OR TRANSITIONAL REPORT UNDER
SECTION 13 OR 15(D)
FORM 10-KSB
(Mark One)
[X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934 [No Fee Required]
For the fiscal year ended November 30, 1997
or
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 [No Fee Required]
For the transition period from..........to.........
Commission file number 0-11574
SHELTER PROPERTIES V LIMITED PARTNERSHIP
(Name of small business issuer in its charter)
South Carolina 57-0721855
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
One Insignia Financial Plaza, P.O. Box 1089
Greenville, South Carolina 29602
(Address of principal executive offices) (Zip Code)
Issuer's telephone number (864) 239-1000
Securities registered under Section 12(b) of the Exchange Act:
None
Securities registered under Section 12(g) of the Exchange Act:
Units of Limited Partnership Interest
(Title of class)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act of 1934 during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days. Yes X No
Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure will be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB. [X]
State issuer's revenues for its most recent fiscal year. $13,587,000
State the aggregate market value of the voting partnership interests held by
non-affiliates computed by reference to the price at which the partnership
interests were sold, or the average bid and asked prices of such partnership
interests, as of a specified date within the past 60 days. Market Value
information for the Registrant's partnership interests is not available. Should
a trading market develop for these interests, it is the Managing General
Partner's belief that the aggregate market value of the voting partnership
interests would not exceed $25,000,000.
DOCUMENTS INCORPORATED BY REFERENCE
1. Portions of the Prospectus of Registrant dated May 27, 1983 (included in
Registration Statement, No. 2-81308, of Registrant) are incorporated by
reference into Parts I and III.
PART I
ITEM 1. DESCRIPTION OF BUSINESS
Shelter Properties V Limited Partnership (the "Registrant" or the "Partnership")
is engaged in the business of acquiring, operating and holding real properties
for investment. The Registrant acquired eight existing apartment properties
during 1983 and 1984 and has been operating such properties since that time with
the exception of Greenspoint Apartments, which the Partnership permitted a
lender to foreclose upon on November 1, 1988.
Commencing May 27, 1983, the Registrant offered through E. F. Hutton & Company
Inc. ("Hutton") up to 99,900 Units of Limited Partnership Interest (the "Units")
at a purchase price of $1,000 per Unit with a minimum purchase of 5 Units
($5,000), or 2 Units ($2,000) for an Individual Retirement Account. An
additional 100 Units were purchased by the Corporate General Partner. Limited
partners are not required to make any additional capital contributions.
The Units were registered under the Securities Act of 1933 via Registration
Statement No. 2-81308 (the "Registration Statement"). Reference is made to the
Prospectus of Registrant dated May 27, 1983 (the "Prospectus") contained in said
Registration Statement, which is incorporated herein by reference thereto.
The offering terminated on December 8, 1983. Upon termination of the offering,
the Registrant had accepted subscriptions for 52,538 Units, including 100 Units
purchased by the Corporate General Partner, for an aggregate of $52,538,000.
Unsold Units (numbering 47,462) were deregistered pursuant to Post Effective
Amendment No. 3 to the Registration Statement filed with the Securities and
Exchange Commission on December 21, 1983. The Registrant invested approximately
$38,900,000 of such proceeds in eight existing apartment properties and thereby
completed its acquisition program in January 1984 at approximately the
expenditure level estimated in the Prospectus. Funds not expended because they
are held as reserves have been invested by the Registrant, in accordance with
the policy described in the Prospectus, in U. S. Government securities or other
highly liquid, short-term investments where there is appropriate safety of
principal.
A further description of the Partnership's business is included in Management's
Discussion and Analysis or Plan of Operation included in Item 6 of this Form
10-KSB.
The Registrant has no employees. Management and administrative services are
performed by Shelter Realty V Corporation, the Corporate General Partner, and by
Insignia Residential Group, L.P., an affiliate of Insignia Financial Group, Inc.
("Insignia"), the ultimate parent company of the Corporate General Partner.
Pursuant to a management agreement between them, Insignia Residential Group,
L.P. provides property management services to the Registrant.
The real estate business in which the Partnership is engaged is highly
competitive and the Partnership is not a significant factor in this industry.
The Registrant's seven investment properties are subject to competition from
similar properties in the vicinity in which the properties are located. In
addition, various limited partnerships have been formed by the General Partners
and/or their affiliates to engage in business which may be competitive with the
Registrant.
ITEM 2. DESCRIPTION OF PROPERTIES
The following table sets forth the Registrant's investments in properties:
Date of
Property Purchase Type of Ownership Use
Foxfire Apartments 07/19/83 Fee ownership, subject Apartment
Atlanta, Georgia to first mortgage. 266 units
Old Salem Apartments 08/25/83 Fee ownership, subject Apartment
Charlottesville, Virginia to first mortgage. 364 units
Woodland Village Apartments 09/01/83 Fee ownership, subject Apartment
Columbia, South Carolina to first mortgage. 308 units
Lake Johnson Mews Apartments 09/30/83 Fee ownership, subject Apartment
Raleigh, North Carolina to first mortgage. 201 units
The Lexington Apartments 10/31/83 Fee ownership, subject Apartment
Sarasota, Florida to first and second 267 units
mortgages.
Millhopper Village Apartments 11/22/83 Fee ownership, subject Apartment
Gainesville, Florida to first mortgage. 136 units
Tar River Estates 01/18/84 Fee ownership, subject Apartment
Greenville, North Carolina to first and second 402 units
mortgages.
SCHEDULE OF PROPERTIES:
(in thousands)
Gross
Carrying Accumulated Federal
Property Value Depreciation Rate Method Tax Basis
Foxfire Apts. $ 10,393 $ 5,994 5-29 yrs S/L $ 1,561
Old Salem Apts. 15,977 8,676 5-28 yrs S/L 2,482
Woodland Village Apts. 11,960 6,414 5-30 yrs S/L 1,935
Lake Johnson Mews Apts. 8,195 4,226 5-30 yrs S/L 1,441
The Lexington Apts. 9,821 4,607 5-34 yrs S/L 2,511
Millhopper Village Apts. 5,578 3,051 5-29 yrs S/L 900
Tar River Estates 13,329 7,496 5-27 yrs S/L 2,176
$ 75,253 $40,464 $ 13,006
See "Note A" to the financial statements in "Item 7" for a description of the
Partnership's depreciation policy.
SCHEDULE OF MORTGAGES:
(in thousands)
Principal Principal
Balance At Stated Balance
November 30, Interest Period Maturity Due At
Property 1997 Rate Amortized Date Maturity
Foxfire
1st Mortgage $ 4,704 7.50% (1) 02/01/99 $ 4,595
Old Salem
1st Mortgage 6,527 10.375% (2) 12/10/16 65
Woodland Village
1st Mortgage 4,950 7.33% none 11/01/03 4,950
Lake Johnson Mews
1st Mortgage 4,350 7.33% none 11/01/03 4,350
The Lexington
1st Mortgage 3,513 7.60% (3) 11/15/02 2,870
2nd Mortgage 123 7.60% none 11/15/02 123
Millhopper Village
1st Mortgage 2,700 7.33% none 11/01/03 2,700
Tar River Estates
1st Mortgage 4,853 7.60% (3) 11/15/02 3,965
2nd Mortgage 169 7.60% none 11/15/02 169
31,889
Less unamortized
discounts (376)
$31,513
(1) The principal balance is being amortized over 25 years with a balloon
payment due February 1, 1999.
(2) The principal balance is being amortized over 300 months.
(3) The principal balance is being amortized over 257 months with a balloon
payment due November 15, 2002.
On November 13, 1996, the Partnership refinanced the mortgage notes at Woodland
Village, Lake Johnson Mews, and Millhopper Village. Gross proceeds from the
refinancing were $12,000,000 of which approximately $8,053,000 was used to pay
off the existing mortgage debts (including accrued interest and pre-payment
penalties). The new notes require monthly interest only payments at a fixed
interest rate of 7.33%, and have balloon payments due on November 1, 2003. The
old debt carried fixed and variable interest rates ranging from 7.5% to 9.5%
with maturities beginning in January 1997.
SCHEDULE OF RENTAL RATES AND OCCUPANCY:
Average Annual Average Annual
Rental Rates Occupancy
1997 1996 1997 1996
Foxfire $7,417 $7,040 92% 94%
Old Salem 7,027 6,894 93% 87%
Woodland Village 7,072 6,768 91% 93%
Lake Johnson Mews 8,002 7,512 95% 95%
The Lexington 7,412 7,346 96% 96%
Millhopper Village 7,665 7,342 95% 97%
Tar River Estates 6,019 5,874 92% 87%
The Corporate General Partner attributes the increase in occupancy at Old Salem
Apartments to exterior renovations and the refurbishment of the swimming pool at
the property. The increase in occupancy at Tar River Estates is a result of
management's intensified marketing efforts.
As noted under Item 1. "Description of Business," the real estate industry is
highly competitive. All of the properties of the Partnership are subject to
competition from other residential apartment complexes in the area. The
Corporate General Partner believes that all of the properties are adequately
insured. The multifamily residential properties' lease terms are for one year
or less. No residential tenant leases 10% or more of the available rental
space.
SCHEDULE OF REAL ESTATE TAXES AND RATES:
(dollar amounts in thousands)
1997 1997
Billing Rate
Foxfire $108 4.02%
Old Salem 82 .70%
Woodland Village 146 30.33%
Lake Johnson Mews 65 1.23%
The Lexington 191 2.51%
Millhopper Village 81 2.78%
Tar River Estates 133 1.43%
These properties have a fiscal year different than the real estate tax year;
therefore, tax expense does not agree to the 1997 billing.
ITEM 3. LEGAL PROCEEDINGS
The Partnership is unaware of any pending or outstanding litigation that is not
of a routine nature. The Corporate General Partner of the Partnership believes
that all such pending or outstanding litigation will be resolved without a
material adverse effect upon the business, financial condition, or operations of
the Partnership.
PART II
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
During the fiscal year ended November 30, 1997, no matter was submitted to a
vote of security holders through the solicitation of proxies or otherwise.
ITEM 5. MARKET FOR THE REGISTRANT'S UNITS OF LIMITED PARTNERSHIP AND RELATED
PARTNER MATTERS
There is no established market for the Units and it is not anticipated that any
will occur in the foreseeable future. As of November 30, 1997, there were 3,300
holders of record owning an aggregate of 52,538 Units.
Distributions of approximately $4,276,000 and $500,000 were made in 1997 and
1996, respectively. A distribution payable of $750,000 was recorded at November
30, 1997 and was paid December 2, 1997. In addition, a distribution of
refinancing proceeds of $554,000 was made in January 1998. Future distributions
will depend on the levels of cash generated from operations, refinancings,
property sales, and the availability of cash reserves. Distributions may also be
restricted by the requirement to deposit net operating income (as defined in the
mortgage note) into the Reserve Account until the Reserve Account is funded an
amount equal to $1,000 per apartment unit for each respective unit.
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
This item should be read in conjunction with the consolidated financial
statements and other items contained elsewhere in this report.
Results of Operations
The Partnership had net income for the year ended November 30, 1997, of
approximately $234,000 and a net loss of approximately $482,000 for the
corresponding period of 1996. The increase in net income for the year ended
November 30, 1997, is primarily due to an increase in total revenues and a
decrease in operating expenses. The increase in rental income is due to the
increase in occupancy at Tar River and Old Salem and the increases in rental
rates at all properties. Other income increased due to increases in lease
cancellation fees at The Lexington and the collection of utilities from tenants
at Old Salem. The decrease in operating expenses is due to a decrease in
maintenance expenses. The decrease in maintenance expense is due to the repair
of mansard roofs, major sewer replacements, exterior painting, and the
replacement of counter tops at Tar River in 1996; vinyl siding replacement and
the installation of water conservation devices at Woodland Village in 1996;
exterior and interior painting at Old Salem; and exterior building repairs
necessitated by hurricane damage, as well as clubhouse renovations at Lake
Johnson Mews in 1996. Partially offsetting these decreases from 1996
maintenance expenses are increases in gutter repairs at Millhopper and increases
in major landscaping and exterior painting at Lexington in 1997. The above
decrease in operating expenses was partially offset by an increase in
concessions offered at all of the properties except Old Salem and Lexington.
Included in operating expense for the twelve months ended November 30, 1997 is
approximately $463,000 of major repairs and maintenance comprised primarily of
gutter repairs, exterior building improvements and painting and major
landscaping. Included in operating expense for the twelve months ended November
30, 1996 is approximately $854,000 of major repairs and maintenance comprised
primarily of interior and exterior building expenses, painting, major
landscaping and parking lot expenses.
Partially offsetting the increase in net income were increases in property
taxes, general and administrative expense and interest expense. Property taxes
increased due to an increase in the tax assessment at The Lexington Apartments.
Interest expense increased due to the refinancing of Millhopper, Woodland
Village and Lake Johnson Mews which increased the principal balances by
approximately $4,000,000. General and administrative expenses increased due to
increases in appraisal fees and partnership administrative cost reimbursements.
For the year ended November 30, 1996, the Partnership recognized an
extraordinary loss of approximately $84,000 in conjunction with the November
mortgage refinancings. This loss is attributable to the write-off of the
remaining balances of loan costs which were being amortized over the lives of
the old mortgages, as well as pre-payment penalties associated with the early
payoff of the old loans.
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 November 30, 1997, the Partnership had cash and cash equivalents of
approximately $3,347,000 compared to approximately $6,103,000 at November 30,
1996. The net (decrease) increase in cash and cash equivalents for the years
ended November 30, 1997 and 1996 is ($2,756,000) and $2,856,000, respectively.
Net cash provided by operating activities increased due to an increase in net
income as discussed above, along with a decrease in receivables and deposits.
Partially offsetting these increases was a decrease in accounts payable due to
the timing of payments to vendors. Net cash used in investing activities
decreased in 1997 as a result of a net decrease in restricted escrows and a
decrease in capital expenditures. Net cash used in financing activities
increased due to the Partnership's refinancing of the mortgages encumbering Lake
Johnson Mews, Woodland Village, and Millhopper Village in 1996, with no
corresponding refinancing in 1997 and an increase in partners' distributions.
On November 13, 1996, the Partnership refinanced the mortgage notes at Woodland
Village, Lake Johnson Mews, and Millhopper Village. Gross proceeds from the
refinancing were $12,000,000 of which approximately $8,053,000 was used to pay
off the existing mortgage debts (including accrued interest). The new notes
require monthly interest only payments at a fixed interest rate of 7.33%, and
have balloon payments due on November 1, 2003. The old debt carried fixed and
variable interest rates ranging from 7.5% to 9.5% with maturities beginning in
January 1997. As a result of these refinancings, the Partnership recorded an
extraordinary loss of approximately $84,000.
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 Partnership. Such assets are currently
thought to be sufficient for any near-term needs of the Partnership. The
mortgage indebtedness of approximately $31,513,000, net of discount, is
amortized over varying periods with required balloon payments ranging from
February 1, 1999, to November 1, 2003, at which time the properties will either
be refinanced or sold. During the years ended November 30, 1997, and 1996, the
Partnership made distributions of $4,276,000 and $500,000, respectively. At
November 30, 1997, $750,000 was recorded as a distribution payable and was paid
December 2, 1997. In addition, a distribution of refinancing proceeds of
$554,000 was made in January 1998. Future cash distributions will depend on the
levels of net cash generated from operations, property sales, and the
availability of cash reserves. A distribution was made in January 1998 of
approximately $554,000 to the limited partners which represents a distribution
of net proceeds from refinancing.
Year 2000
The Partnership is dependent upon the Corporate General Partner and Insignia for
management and administrative services. Insignia has completed an assessment
and will have to modify or replace portions of its software so that its computer
systems will function properly with respect to dates in the year 2000 and
thereafter. The project is estimated to be completed not later than December
31, 1998, which is prior to any anticipated impact on its operating systems.
The Corporate General Partner believes that with modifications to existing
software and conversions to new software, the Year 2000 Issue will not pose
significant operational problems for its computer systems. However, if such
modifications and conversions are not made, or are not completed timely, the
Year 2000 Issue could have a material impact on the operations of the
Partnership.
Other
Certain items discussed in this annual report may constitute forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of
1995 (the "Reform Act") and as such may involve known and unknown risks,
uncertainties and other factors which may cause the actual results, performance
or achievements of the Partnership to be materially different from any future
results, performance or achievements expressed or implied by such forward-
looking statements. Such forward-looking statements speak only as of the date
of this annual report. The Partnership expressly disclaims any obligation or
undertaking to release publicly any updates of revisions to any forward-looking
statements contained herein to reflect any change in the Partnership's
expectations with regard thereto or any change in events, conditions or
circumstances on which any such statement is based.
ITEM 7. FINANCIAL STATEMENTS
SHELTER PROPERTIES V LIMITED PARTNERSHIP
LIST OF FINANCIAL STATEMENTS
Report of Ernst & Young LLP, Independent Auditors
Consolidated Balance Sheet--November 30, 1997
Consolidated Statements of Operations--Years ended November 30, 1997 and 1996
Consolidated Statements of Changes in Partners' Capital (Deficit)--Years ended
November 30, 1997 and 1996
Consolidated Statements of Cash Flows--Years ended November 30, 1997 and 1996
Notes to Consolidated Financial Statements
Report of Ernst & Young LLP, Independent Auditors
The Partners
Shelter Properties V Limited Partnership
We have audited the accompanying consolidated balance sheet of Shelter
Properties V Limited Partnership as of November 30, 1997, and the related
consolidated statements of operations, changes in partners' capital (deficit)
and cash flows for each of the two years in the period ended November 30, 1997.
These financial statements are the responsibility of the Partnership's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by the Partnership's management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the consolidated financial position of Shelter
Properties V Limited Partnership at November 30, 1997, and the consolidated
results of its operations and its cash flows for each of the two years in the
period ended November 30, 1997, in conformity with generally accepted accounting
principles.
/s/ERNST & YOUNG LLP
Greenville, South Carolina
December 29, 1997
SHELTER PROPERTIES V LIMITED PARTNERSHIP
CONSOLIDATED BALANCE SHEET
(in thousands, except unit data)
November 30, 1997
Assets
Cash and cash equivalents $ 3,347
Receivables and deposits 726
Restricted escrows 1,249
Other assets 795
Investment properties:
Land $ 4,242
Buildings and related personal property 71,011
75,253
Less accumulated depreciation (40,464) 34,789
$40,906
Liabilities and Partners' Capital (Deficit)
Liabilities
Accounts payable $ 145
Tenant security deposit liabilities 362
Accrued property taxes 208
Other liabilities 436
Distribution payable 750
Mortgage notes payable 31,513
Partners' Capital (Deficit)
General partners $ (333)
Limited partners (52,538 units
issued and outstanding) 7,825 7,492
$40,906
See Accompanying Notes to Consolidated Financial Statements
SHELTER PROPERTIES V LIMITED PARTNERSHIP
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except unit data)
<TABLE>
<CAPTION>
Years Ended November 30,
1997 1996
<S> <C> <C>
Revenues:
Rental income $12,748 $12,144
Other income 839 717
Total revenues 13,587 12,861
Expenses:
Operating 6,372 6,422
General and administrative 372 328
Depreciation 3,018 3,045
Interest 2,768 2,686
Property taxes 823 778
Total expenses 13,353 13,259
Income (loss) before extraordinary item 234 (398)
Extraordinary item - loss on extinguishment of debt -- (84)
Net income (loss) $ 234 $ (482)
Net income (loss) allocated to general partners (1%) $ 2 $ (5)
Net income (loss) allocated to limited partners (99%) 232 (477)
$ 234 $ (482)
Per limited partnership unit:
Income (loss) before extraordinary item $ 4.42 $ (7.50)
Extraordinary item -- (1.58)
Net income (loss) per limited partnership unit $ 4.42 $ (9.08)
<FN>
See Accompanying Notes to Consolidated Financial Statements
</FN>
</TABLE>
SHELTER PROPERTIES V LIMITED PARTNERSHIP
CONSOLIDATED STATEMENTS OF CHANGES IN PARTNERS' CAPITAL (DEFICIT)
(in thousands, except unit data)
<TABLE>
<CAPTION>
Limited
Partnership General Limited
Units Partners Partners Total
<S> <C> <C> <C> <C>
Original capital contributions 52,538 $ 2 $ 52,538 $52,540
Partners' (deficit) capital
at November 30, 1995 52,538 $ (310) $ 13,570 $13,260
Distributions to Partners -- -- (500) (500)
Net loss for the year
ended November 30, 1996 -- (5) (477) (482)
Partners' (deficit) capital
at November 30, 1996 52,538 (315) 12,593 12,278
Distributions to Partners -- (20) (5,000) (5,020)
Net income for the year
ended November 30, 1997 -- 2 232 234
Partners' (deficit) capital
at November 30, 1997 52,538 $ (333) $ 7,825 $ 7,492
<FN>
See Accompanying Notes to Consolidated Financial Statements
</FN>
</TABLE>
SHELTER PROPERTIES V LIMITED PARTNERSHIP
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
Years Ended November 30,
1997 1996
Cash flows from operating activities:
Net income (loss) $ 234 $ (482)
Adjustments to reconcile net income (loss) to net
cash provided by operating activities:
Depreciation 3,018 3,045
Amortization of discounts and loan costs 180 143
Extraordinary item - loss on early
extinguishment of debt -- 84
Change in accounts:
Receivables and deposits 119 (44)
Other assets (37) 41
Accounts payable (223) (78)
Tenant security deposit liabilities (4) 14
Accrued property taxes (60) 72
Other liabilities (108) (51)
Net cash provided by operating activities 3,119 2,744
Cash flows from investing activities:
Property improvements and replacements (1,192) (1,235)
Net decrease (increase) in restricted escrows 36 (541)
Net cash used in investing activities (1,156) (1,776)
Cash flows from financing activities:
Payments on mortgage notes payable (437) (1,293)
Repayment of mortgage notes payable -- (7,862)
Proceeds from long-term borrowing -- 12,000
Prepayment penalty -- (124)
Loan costs (12) (333)
Partners' distributions (4,270) (500)
Net cash (used in) provided by
financing activities (4,719) 1,888
Net (decrease) increase in cash and cash equivalents (2,756) 2,856
Cash and cash equivalents at beginning of period 6,103 3,247
Cash and cash equivalents at end of period $ 3,347 $ 6,103
Supplemental disclosure of cash flow information:
Cash paid for interest $ 2,556 $ 2,562
Supplemental disclosure of non-cash activity:
Distribution payable $ 750 --
See Accompanying Notes to Consolidated Financial Statements
SHELTER PROPERTIES V LIMITED PARTNERSHIP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE A - ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES
Organization: Shelter Properties V Limited Partnership (the "Partnership" or
"Registrant") was organized as a limited partnership under the laws of the State
of South Carolina pursuant to a Certificate and Agreement of Limited Partnership
filed August 21, 1981. The general partner responsible for management of the
Partnership's business is Shelter Realty V Corporation, a South Carolina
corporation (the "Corporate General Partner"). The only other general partner of
the Partnership, N. Barton Tuck, Jr., is effectively prohibited by the
Partnership's partnership agreement (the "Partnership Agreement") from
participating in the management of the Partnership. The Corporate General
Partner is an indirect subsidiary of Insignia Financial Group, Inc.
("Insignia"). The directors and officers of the Corporate General Partner also
serve as executive officers of Insignia. The Partnership Agreement terminates
December 31, 2023. The Partnership commenced operations on July 19, 1983, and
completed its acquisition of apartment properties on January 18, 1984. The
Partnership operates seven apartment properties located in the South and
Southeast. At November 30, 1997, Insignia Properties L.P. owns a total of
20,119 Units of the Partnership.
Principles of Consolidation: The financial statements include all the accounts
of the Partnership and its two 99.99% owned partnerships. The General Partner
of the consolidated partnership is Shelter Realty V Corporation. Shelter Realty
V 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.
Use of Estimates: The preparation of financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect the amounts reported in the financial statements and
accompanying notes. Actual results could differ from those estimates.
Allocation of Cash Distributions: Cash distributions by the Partnership are
allocated between general and limited partners in accordance with the provisions
of the Partnership Agreement. The Partnership Agreement defines net cash from
operations as revenue received less operating expenses paid, adjusted for
certain specified items which primarily include mortgage payments on debt,
property improvements and replacements not previously reserved, and the effects
of other adjustments to reserves including reserve amounts deemed necessary by
the Corporate General Partner. In the following notes to financial statements,
whenever "net cash from operations" is used, it has the aforementioned meaning.
The following is a reconciliation of the subtotal in the accompanying statements
of cash flows captioned "net cash provided by operating activities" to net cash
provided by (used in) 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.
Years Ended November 30,
1997 1996
(in thousands)
Net cash provided by operating activities $ 3,119 $ 2,744
Property improvements and replacements (1,192) (1,235)
Payments on mortgage notes payable (437) (1,293)
Changes in reserves for net operating
liabilities 313 46
Changes in restricted escrows, net 36 (541)
Additional operating reserves (1,285) --
Net cash provided by (used in) operations $ 554 $ (279)
The General Partner believed it to be in the best interest of the Partnership to
reserve an additional $1,285,000 at November 30, 1997, to fund continuing
capital improvements and repairs.
Distributions made from reserves no longer considered necessary by the general
partners are considered to be additional net cash from operations for allocation
purposes. Cash distributions of approximately $4,276,000 and $500,000 were made
during the years December 30, 1997 and 1996, respectively. At November 30,
1997, $750,000 was recorded as a distribution payable and was paid December 2,
1997.
The Partnership Agreement provides that 99% of distributions of net cash from
operations are allocated to the limited partners until they receive net cash
from operations for such fiscal year equal to 7% of their adjusted capital
values (as defined in the Partnership Agreement), at which point the general
partners will be allocated all net cash from operations until they have received
distributions equal to 10% of the aggregate net cash from operations distributed
to partners for such fiscal year. Thereafter, the general partners will be
allocated 10% of any distributions of remaining net cash from operations for
such fiscal year.
All distributions of distributable net proceeds (as defined in the Partnership
Agreement) from property dispositions and refinancings will be allocated to the
limited partners until each limited partner has received an amount equal to a
cumulative 7% per annum return of the average of the limited partners' adjusted
capital value, less any prior distributions of net cash from operations and
distributable net proceeds, and has also received an amount equal to the limited
partners' adjusted capital value. Thereafter, the general partners receive 1% of
the selling prices of properties sold where they acted as a broker, and then the
limited partners will be allocated 85% of any remaining distributions of
distributable net proceeds and the general partners will receive 15%.
Distributions may be restricted by the requirement to deposit net operating
income (as defined in the mortgage note) into the Reserve Account until the
Reserve Account is funded in an amount equal to $1,000 per apartment unit for
each respective property.
Undistributed Net Proceeds from Refinancing: At November 30, 1997, the
Partnership had a balance of $2,785,000 of undistributed net proceeds from prior
refinancings. A distribution was made in January 1998 of approximately $554,000
which represented proceeds from refinancing.
Allocation of Profits, Gains and Losses: Profits, gains and losses of the
Partnership are allocated between general and limited partners in accordance
with the provisions of the Partnership Agreement.
For any fiscal year, to the extent that profits, not including gains from
property dispositions, do not exceed distributions of net cash from operations,
such profits are allocated in the same manner as such distributions. In any
fiscal year in which profits, not including gains from property disposition,
exceed distributions of net cash from operations, such excess is treated on a
cumulative basis as if it constituted an equivalent amount of distributable net
proceeds and is allocated together with, and in the same manner as, that portion
of gain described in the second sentence of the following paragraph.
Any gain from property dispositions attributable to the excess, if any, of the
indebtedness relating to a property immediately prior to the disposition of such
property over the Partnership's adjusted basis in the property shall be
allocated to each partner having a negative capital account balance, to the
extent of such negative balance. The balance of any gain shall be treated on a
cumulative basis as if it constituted an equivalent amount of distributable net
proceeds and shall be allocated to the general partners to the extent that
general partners would have received distributable net proceeds in connection
therewith; the balance shall be allocated to the limited partners. However, the
interest of the general partners will be equal to at least 1% of each gain at
all times during the existence of the Partnership. Accordingly, net income as
shown in the statement of operations and changes in partners' capital (deficit)
for 1997 was allocated 99% to the limited partners and 1% to the general
partners. Net income per limited partnership unit was computed by dividing the
net income allocated to the limited partners by 52,538 units outstanding.
All losses, including losses attributable to property dispositions, are
allocated 99% to the limited partners and 1% to the general partners.
Accordingly, net loss as shown in the statements of operations and changes in
partners' capital (deficit) for 1996 was allocated 99% to the limited partners
and 1% to the general partners. Net loss per limited partnership unit was
computed as 99% of net loss divided by 52,538 units outstanding.
Restricted Escrows:
Capital Improvement Account - In conjunction with the 1996 refinancing of
the mortgage notes encumbering Woodland Village, Lake Johnson Mews and
Millhooper Village, capital improvement escrows totaling approximately $549,000
were established with a portion of the proceeds from the new notes. At November
30, 1997, this reserve totaled approximately $279,000.
Replacement Reserve - As part of the 1996 refinancing, each property
deposits per unit between $275 and $348 per year with the mortgage company to
establish and maintain a Replacement Reserve designated for repairs and
replacements at the properties. At November 30, 1997, this reserve totaled
approximately $202,000.
Reserve Account - At the time of the refinancing of The Lexington and Tar
River Estates mortgage notes payable in 1992, a general reserve account was
established with the refinancing proceeds for each mortgaged property. These
funds were established to cover necessary repairs and replacements of existing
improvements, debt service, out of pocket expenses incurred for ordinary and
necessary administrative tasks, and payment of real property taxes and insurance
premiums. The Partnership is required to deposit net operating income (as
defined in the mortgage note) from each refinanced property to the respective
reserve account until they equal $1,000 per apartment unit or $676,000 in total.
At November 30, 1997, this reserve totaled approximately $726,000 which includes
interest earned on these funds.
Escrows for Taxes and Insurance: Escrows for Foxfire are held by the mortgagor.
Escrows for Lake Johnson Mews, Tar River, The Lexington, Old Salem, Woodland
Village and Millhopper are held by the Partnership. All escrowed funds are
designated for the payment of real estate taxes. These escrows totaling
approximately $296,000 are included in receivable and deposits.
Other Reserves: The general partners may designate a portion of cash generated
from operations as "other reserves" in determining net cash from operations.
The general partners designated as other reserves an amount equal to the net
liabilities related to the operations of apartment properties during the current
fiscal year that are expected to require the use of cash during the next fiscal
year. The changes in other reserves during 1997 and 1996 were approximately
$307,000 and $170,000, respectively, which amounts were determined by
considering changes in the balances of receivables and deposits, other assets,
accounts payable, tenant security deposit liabilities, accrued taxes and other
liabilities. At this time, the general partners expect to continue to adjust
other reserves based on the net change in the aforementioned account balances.
Depreciation: Depreciation is provided by the straight-line method over the
estimated lives of the apartment properties and related personal property. For
Federal income tax purposes, the accelerated cost recovery method is used (1)
for real property over 15 years for additions prior to March 16, 1984; 18 years
for additions after March 15, 1984, and before May 9, 1985; and 19 years for
additions after May 8, 1985; and before January 1, 1987; and (2) for personal
property over 5 years for additions prior to January 1, 1987. As a result of
the Tax Reform Act of 1986, for additions after December 31, 1986, the modified
accelerated cost recovery method is used for depreciation of (1) real property
additions over 27 1/2 years and (2) personal property additions over 7 years.
Present Value Discounts: Periodically, the Partnership incurs debt at below
market rates for similar debt. Present value discounts are recorded on the
basis of prevailing market rates and are amortized on an interest method over
the life of the related debt.
Loan Costs: Loan costs of approximately $1,026,000 less accumulated
amortization of approximately $360,000 are included in other assets and are
being amortized on a straight-line basis over the life of the related loans.
During January 1997, in connection with the 1996 refinancing of Woodland
Village, Lake Johnson Mews, and Millhopper Village, additional loan costs of
$12,000 were capitalized.
Cash and Cash Equivalents: Includes cash on hand and in banks, money market
funds and certificates of deposit with original maturities less than 90 days.
At certain times, the amount of cash deposited at a bank may exceed the limit on
insured deposits.
Tenant Security Deposits: The Partnership requires security deposits from
lessees for the duration of the lease and such deposits are included in
receivables and deposits. The security deposits are refunded when the tenant
vacates provided the tenant has not damaged its space and is current on its
rental payments.
Leases: The Partnership generally leases apartment units for twelve-month terms
or less. The Partnership recognizes income as earned on its leases. In
addition, management finds it necessary to offer rental concessions during
particularly slow periods, or in response to heavy competition from other
complexes in the area. Concessions are charged to expense as incurred.
Investment Properties: Investment properties are stated at cost. Acquisition
fees are capitalized as a cost of real estate. In accordance with Statement of
Financial Accounting Standards No. 121, Accounting for the Impairment of Long-
Lived Assets and for Long-Lived Assets to Be Disposed Of, the Partnership
records impairment losses on long-lived assets used in operations when events
and circumstances indicate that the assets might be impaired and the
undiscounted cash flows estimated to be generated by those assets are less than
the carrying amounts of those assets. For the years ended November 30, 1997 and
1996, no adjustments for impairment of value were recorded.
Advertising: The Partnership expenses the costs of advertising as incurred.
Advertising expense, included in operating expenses, was approximately $165,000
and $129,000 for the years ended November 30, 1997 and 1996, respectively.
Fair Value of Financial Instruments: Statement of Financial Accounting
Standards ("SFAS") No. 107, Disclosures about Fair Value of Financial
Instruments, as amended by "SFAS No. 119, Disclosures about Derivative Financial
Instruments and Fair Value of Financial Instruments", disclosure of fair value
information about financial instruments, whether or not recognized in the
balance sheet, for which it is practicable to estimate fair value. Fair value
is defined in the SFAS as the amount at which the instruments could be exchanged
in a current transaction between willing parties, other than in a forced or
liquidation sale. The Partnership believes that the carrying amount of its
financial instruments (except for long term debt) approximates their fair value
due to the short term maturity of these instruments. The fair value of the
Partnership's long term debt, after discounting the scheduled loan payments to
maturity, approximates its carrying balance.
Reclassifications: Certain reclassifications have been made to the 1996
information to conform to the 1997 presentation.
NOTE B - MORTGAGE NOTES PAYABLE
The principal terms of mortgage notes payable are as follows (dollars in
thousands):
Principal Monthly Principal
Balance At Payment Stated Balance
November 30, Including Interest Maturity Due At
Property 1997 Interest Rate Date Maturity
Foxfire
1st Mortgage $ 4,704 $ 37 7.50% 02/01/99 $4,595
Old Salem
1st Mortgage 6,527 65 10.375% 12/10/16 65
Woodland Village
1st Mortgage 4,950 30 7.33% 11/01/03 4,950
Lake Johnson Mews
1st Mortgage 4,350 27 7.33% 11/01/03 4,350
The Lexington
1st Mortgage 3,513 31 7.60% 11/15/02 2,870
2nd Mortgage 123 1 7.60% 11/15/02 123
Millhopper Village
1st Mortgage 2,700 16 7.33% 11/01/03 2,700
Tar River Estates
1st Mortgage 4,853 43 7.60% 11/15/02 3,965
2nd Mortgage 169 1 7.60% 11/15/02 169
31,889 $ 251
Less unamortized
discounts (376)
$31,513
The Partnership exercised interest rate buy-down options for Tar River and The
Lexington when the debt was refinanced, reducing the stated rate from 8.76% to
7.60%. The fee for the interest rate reduction amounted to approximately
$677,000 and is being amortized as a loan discount on the interest method over
the life of the loans. The unamortized discount fee is reflected as a reduction
of the mortgage notes payable and increases the effective rate of the debt to
8.76%.
In addition, on November 13, 1996, the Partnership refinanced the mortgage notes
at Woodland Village, Lake Johnson Mews, and Millhopper Village. Gross proceeds
from the refinancing were $12,000,000 of which approximately $8,053,000 was used
to pay off the existing mortgage debts (including accrued interest and pre-
payment penalties). The new notes require monthly interest only payments at a
fixed interest rate of 7.33%, and have balloon payments due on November 1, 2003.
The old debt carried fixed and variable interest rates ranging from 7.5% to 9.5%
with maturities beginning in January 1997. As a result of these refinancings,
the Partnership recorded an extraordinary loss of approximately $84,000, as of
November 30, 1996.
The mortgage notes payable are non-recourse and are secured by pledge of the
respective apartment properties and by pledge of revenues from the respective
apartment properties. Certain of the notes require prepayment penalties if
repaid prior to maturity and prohibit resale of the properties subject to
existing indebtedness.
Scheduled principal payments of mortgage notes payable subsequent to November
30, 1997, are as follows (in thousands):
1998 $ 475
1999 5,025
2000 451
2001 490
2002 7,628
Thereafter 17,820
$31,889
NOTE C - INCOME TAXES
The Partnership has received a ruling from the Internal Revenue Service that it
will be classified as a partnership for Federal income tax purposes.
Accordingly, no provision for income taxes is made in the financial statements
of the Partnership. Taxable income or loss of the Partnership is reported in
the income tax returns of its partners.
The following is a reconciliation of reported net income (loss) and Federal
taxable loss (in thousands, except per unit data):
1997 1996
Net income (loss) as reported $ 234 $ (482)
Add (deduct):
Amortization of present value discounts (2) (5)
Depreciation differences (1,077) (1,015)
Change in prepaid rental 50 (82)
Other (39) (11)
Accrued legal expenses -- (124)
Federal taxable loss $ (834) $ (1,719)
Federal taxable loss per limited
partnership unit $ (15.72) $ (32.39)
The following is a reconciliation between the Partnership's reported amounts and
Federal tax basis of net assets and liabilities (in thousands):
Net assets as reported $ 7,492
Buildings 6,667
Accumulated depreciation (28,450)
Syndication fees 6,746
Other 185
Net assets - tax basis $ (7,360)
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 payments to
affiliates for services and as reimbursement of certain expenses incurred by
affiliates on behalf of the Partnership. The following transactions with
Insignia Financial Group, Inc. and its affiliates were incurred in 1997 and 1996
(in thousands):
For the Years Ended
November 30,
1997 1996
Property management fees (included in
operating expenses) $670 $632
Reimbursement for services of affiliates,
including approximately $54,000 and
$8,000 of construction oversight
reimbursements in 1997 and 1996,
respectively (included in general and
administrative, operating expenses and
investment properties) 286 238
For the period of December 1, 1995 to August 31, 1997, the Partnership insured
its properties under a master policy through an agency and insurer unaffiliated
with the Corporate General Partner. An affiliate of the Corporate General
Partner acquired, in the acquisition of a business, certain financial
obligations from an insurance agency which was later acquired by the agent who
placed the master policy. The agent assumed the financial obligations to the
affiliate of the Corporate General Partner, who received payments on these
obligations from the agent. The amount of the Partnership's insurance premiums
accruing to the benefit of the affiliate of the Corporate General Partner by
virtue of the agent's obligations was not significant.
A director of Insignia Financial Group, Inc. is affiliated with a professional
legal association that received fees in connection with the 1996 refinancing of
Woodland Village, Lake Johnson Mews, and Millhopper Village (see Note B). These
fees totaled $36,000 and have been capitalized as loan costs.
NOTE E - REAL ESTATE AND ACCUMULATED DEPRECIATION
Investment Properties
(in thousands) Initial Cost
To Partnership
Buildings Cost
and Related Capitalized
Personal Subsequent to
Description Encumbrances Land Property Acquisition
Foxfire Apartments
Atlanta, Georgia $ 4,704 $ 830 $ 9,122 $ 441
Old Salem Apartments
Charlottesville, Virginia 6,527 654 12,664 2,659
Woodland Village Apartments
Columbia, South Carolina 4,950 605 9,135 2,220
Lake Johnson Mews Apartments
Raleigh, North Carolina 4,350 338 6,725 1,132
The Lexington Apartments
Sarasota, Florida 3,636 1,102 6,620 2,099
Millhopper Village Apartments
Gainesville, Florida 2,700 239 4,305 1,034
Tar River Estates
Greenville, North Carolina 5,022 474 9,985 2,870
Totals $31,889 $4,242 $58,556 $12,455
Gross Amount At Which Carried
At November 30, 1997
(in thousands)
<TABLE>
<CAPTION>
Buildings
And Related
Personal Accumulated Date of Date Depreciable
Description Land Property Total Depreciation Construction Acquired Life-Years
<S> <C> <C> <C> <C> <C> <C> <C>
Foxfire
Atlanta, Georgia $ 830 $ 9,563 $10,393 $ 5,994 1969-1971 07/19/83 5-29
Old Salem
Charlottesville, Virginia 654 15,323 15,977 8,676 1969-1971 08/25/83 5-28
Woodland Village
Columbia, South Carolina 605 11,355 11,960 6,414 1974 09/01/83 5-30
Lake Johnson Mews
Raleigh, North Carolina 338 7,857 8,195 4,226 1972-1973 09/30/83 5-30
The Lexington
Sarasota, Florida 1,102 8,719 9,821 4,607 1973-1982 10/31/83 5-34
Millhopper Village
Gainesville, Florida 239 5,339 5,578 3,051 1970-1976 11/22/83 5-29
Tar River Estates
Greenville, North Carolina 474 12,855 13,329 7,496 1969-1972 01/18/84 5-27
Totals $4,242 $71,011 $75,253 $40,464
</TABLE>
Reconciliation of "Real Estate and Accumulated Depreciation":
Years Ended November 30,
1997 1996
Real Estate
Balance at beginning of year $74,061 $72,840
Property improvements 1,192 1,235
Disposals of property -- (14)
Balance at end of Year $75,253 $74,061
Accumulated Depreciation
Balance at beginning of year $37,446 $34,414
Additions charged to expense 3,018 3,045
Disposals of property -- (13)
Balance at end of year $40,464 $37,446
The aggregate cost of the real estate for Federal income tax purposes at
November 30, 1997 and 1996, is approximately $81,920,000 and $80,727,000,
respectively. The accumulated depreciation taken for Federal income tax
purposes at November 30, 1997 and 1996, is approximately $68,914,000 and
$64,819,000, respectively.
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None
PART III
ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS,
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
The Registrant has no officers or directors. The Individual and Corporate
General Partners are as follows:
Individual General Partner - N. Barton Tuck, Jr., age 59, is the Individual
General Partner of the Registrant. Mr. Tuck is Chairman of GolfSouth Management,
Inc. Until August 1990, he served as Chairman and Chief Executive Officer of
U.S. Shelter Corporation ("Shelter"), the former parent of AmReal Corporation
(parent of the Corporate General Partner of the Partnership). For six years
prior to 1966, Mr. Tuck was employed in Greenville, South Carolina by the
certified public accounting firm of S.D. Leidesdorf & Company. From 1966 to
1970, he was a registered representative with the investment banking firm of
Harris Upham & Co., Inc. in Greenville, South Carolina. Since 1970, Mr. Tuck has
been engaged in arranging equity investments for individuals and partnerships.
Mr. Tuck is a graduate of the University of North Carolina. Mr. Tuck has
delegated to the Corporate General Partner all of his authority, as a general
partner of the Partnership, to manage and control the Partnership and its
business and affairs.
Corporate General Partner - The names and ages of, as well as the positions and
offices held by, the executive officers and directors of Shelter Realty V
Corporation are set forth below. There are no family relationships between or
among any officers or directors.
NAME OF INDIVIDUAL POSITION AGE
William H. Jarrard, Jr. President/Director 51
Ronald Uretta Vice President/Treasurer 41
Martha L. Long Controller 38
Daniel M. LeBey Vice President/Secretary 32
Robert D. Long, Jr. Vice President 30
Kelley M. Buechler Assistant Secretary 40
William H. Jarrard, Jr. has been President and Director of the Corporate General
Partner since August 1994. He has acted as Senior Vice President of Insignia
Properties Trust ("IPT"), parent of the Corporation since May 1997. Mr. Jarrard
previously acted as Managing Director - Partnership Administration of Insignia
from January 1991 through September 1997 and served as Managing Director -
Partnership Administration and Asset Management from July 1994 until January
1996.
Ronald Uretta has been Vice President and Treasurer of the Corporate General
Partner since January 1992. Since August 1996, he has also served as Insignia's
Chief Operating Officer. He has also served as Insignia's Secretary from
January 1992 to June 1996 and as Insignia's Chief Financial Officer from January
1992 to August 1996.
Martha L. Long has been Controller of the Corporate General Partner since
December 1996 and Senior Vice President - Finance and Controller of Insignia
since January 1997. In June 1994, Ms. Long joined Insignia as its Controller
and was promoted to Senior Vice President - Finance in January 1997. Prior to
that time, she was Senior Vice President and Controller of the First Savings
Bank in Greenville, South Carolina.
Robert D. Long, Jr. has been Vice President of the Corporate General Partner
since January 2, 1998. Mr. Long joined Metropolitan Asset Enhancement, L.P.
("MAE"), an affiliate of Insignia, in September 1993. Since 1994 he has acted
as Vice President and Chief Accounting Officer of the MAE subsidiaries. Mr.
Long was an accountant for Insignia until joining MAE in 1993. Prior to joining
Insignia, Mr. Long was an auditor for the State of Tennessee and was associated
with the accounting firm of Harsman Lewis and Associates.
Daniel M. LeBey has been Vice President and Secretary of the Corporate General
Partner since January 29, 1998 and Insignia's Assistant Secretary since April
30, 1997. Since July 1996 he has also served as Insignia's Associate General
Counsel. From September 1992 until June 1996, Mr. LeBey was an attorney with
the law firm of Alston & Bird LLP, Atlanta, Georgia.
Kelley M. Buechler has been Assistant Secretary of the Corporate General Partner
since June 1996 and Assistant Secretary of Insignia since January 1991.
ITEM 10. EXECUTIVE COMPENSATION
Neither the Individual General Partner nor any of the directors and officers of
the Corporate General Partner received any remuneration from the Registrant.
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Except as noted below, no person or entity was known by the Registrant to be the
beneficial owner of more than 5% of the Limited Partnership Units of the
Registrant as of November 30, 1997.
Number
Entity of Units Percentage
Insignia Properties, L.P. 20,119 38.29%
No director or officer of the Corporate General Partner owns any Units. The
Corporate General Partner owns 100 Units as required by the terms of the
partnership agreement governing the Partnership.
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The Individual General Partner and the Corporate General Partner received
distributions of approximately $20,000 from operations as General Partner during
the fiscal year ended November 30, 1997. For a description of the share of cash
distributions from operations, if any, to which the general partners are
entitled, reference is made to the material contained in the Prospectus under
the heading PROFITS AND LOSSES AND CASH DISTRIBUTIONS.
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 payments to
affiliates for services and as reimbursement of certain expenses incurred by
affiliates on behalf of the Partnership. The following transactions with
Insignia Financial Group, Inc. and its affiliates were incurred in 1997 and 1996
(in thousands):
For the Years Ended
November 30,
1997 1996
Property management fees (included in
operating expenses) $670 $632
Reimbursement for services of affiliates,
including approximately $54,000 and
$8,000 of construction oversight
reimbursements in 1997 and 1996,
respectively (included in general and
administrative, operating expenses and
investment properties) 286 238
For a more detailed description of the management fee that Insignia Management
Group, L.P. is entitled to receive, see the material contained in the Prospectus
under the heading CONFLICTS OF INTEREST - Property Management Services.
For the period of December 1, 1995 to August 31, 1997, the Partnership insured
its properties under a master policy through an agency and insurer unaffiliated
with the Corporate General Partner. An affiliate of the Corporate General
Partner acquired, in the acquisition of a business, certain financial
obligations from an insurance agency which was later acquired by the agent who
placed the master policy. The agent assumed the financial obligations to the
affiliate of the Corporate General Partner, who received payments on these
obligations from the agent. The amount of the Partnership's insurance premiums
accruing to the benefit of the affiliate of the Corporate General Partner by
virtue of the agent's obligations was not significant.
A director of Insignia Financial Group, Inc. is affiliated with a professional
legal association that received fees in connection with the 1996 refinancing of
Woodland Village, Lake Johnson Mews, and Millhopper Village (see Note B). These
fees totaled $36,000 and have been capitalized as loan costs.
ITEM 13. 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 fourth quarter of fiscal year 1997:
None.
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the Registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
SHELTER PROPERTIES V LIMITED PARTNERSHIP
By: Shelter Realty V Corporation
Corporate General Partner
By: /s/William H. Jarrard, Jr.
William H. Jarrard, Jr.
President/Director
Date: February 26, 1998
In accordance with the Exchange Act, this report has been signed below by
the following persons on behalf of the Registrant and in the capacities and on
the date indicated.
/s/William H. Jarrard, Jr.
William H. Jarrard, Jr. Date: February 26, 1998
President/Director
/s/Ronald Uretta
Ronald Uretta Date: February 26, 1998
Vice President/Treasurer
EXHIBIT INDEX
Exhibit
3 See Exhibit 4(a)
4 (a) Amended and Restated Certificate and Agreement of Limited Partnership
[included as Exhibit A to the Prospectus of Registrant dated May 27,
1983 contained in Amendment No. 1 to Registration Statement No. 2-
81308, of Registrant filed June 8, 1982 (the "Prospectus") and
incorporated herein by reference].
(b) Subscription Agreement and Signature Page [included as Exhibit 4(A)
and 4(B) to the Registration Statement, incorporated herein by
reference].
(c) Promissory Note and Deed of Trust; Assignment of Leases, Rents &
Profits; and Security Agreement between The Mutual Benefit Life
Insurance Company and Shelter Properties V. [Filed as Exhibit 4(c) to
Form 10-K of Registrant filed February 26, 1988 and incorporated
herein by reference].
(d) Registrant agrees to furnish to the Securities and Exchange Commission
upon request a copy of any instrument with respect to long term debt
which does not exceed 10% of the total assets of the Registrant.
10(i) Contracts related to acquisition of properties:
(a) Purchase Agreement dated May 23, 1983, between CFC 1978 Partnership C
and U.S. Shelter Corporation to acquire Foxfire Apartments.*
(b) Purchase Agreement dated May 14, 1983 between Old Salem and U.S.
Shelter Corporation to acquire Old Salem Apartments.*
(c) Purchase Agreement dated April 21, 1983 between Europco Management
Company of America and U.S. Shelter Corporation to acquire Woodland
Village Apartments.*
(d) Purchase Agreement dated May 6, 1983 between Europco Management
Company of America and U.S. Shelter Corporation to acquire Lake
Johnson Mews.*
*Filed as Exhibits 12(a) through 12(D),
respectively, to Amendment No. 1 of Registration
Statement No. 2-81308 of Registrant filed May 24,
1983 and incorporated herein by reference.
(e) Purchase Agreement dated June 17, 1983 between The Lexington
Apartments and U.S. Shelter Corporation to acquire The Lexington
Apartments. [Filed as Exhibit 12(E) to Post-Effective Amendment
No. 1 of Registration Statement No. 2-81308 of Registrant filed
June 27, 1983 and incorporated herein by reference].
(f) Purchase Agreement dated August 26, 1983 between James S. Quincey and
U.S. Shelter Corporation to acquire Millhopper Village Apartments.
[Filed as Exhibit 12(F) to Post-Effective Amendment No. 1 of
Registration Statement No. 2-81308 of Registrant filed October 13,
1983 and incorporated herein by reference].
(g) Purchase Agreement dated November 21, 1983 between Southwest Realty,
Ltd. and U.S. Shelter Corporation to acquire Greenspoint Apartments
[Filed as Exhibit 10(A) to Form 8-K of Registrant dated December 8,
1983 and incorporated herein by reference].
(h) Purchase Agreement dated December 14, 1983 between Virginia Real
Estate Investors and U.S. Shelter Corporation to acquire Tar River
Estates. [Filed as Exhibit 10(B) to Form 8-K of Registrant dated
December 8, 1983 and incorporated herein by reference].
(i) Promissory Note dated December 10, 1991 and Deed of Trust and Security
Agreement dated December 18, 1991 for the refinancing of Old Salem
Apartments. [Filed as Exhibit 3(d) to Form 10-K of Registrant filed
February 28, 1992 and incorporated herein by reference].
(ii) Form of Management Agreement with U.S. Shelter Corporation subsequently
assigned to Shelter Management Group, L.P. (now known as Insignia
Management Group, L.P.) [Filed as Exhibit 10 (ii) to Form 10-K of
Registrant filed February 26, 1988 and incorporated herein by reference].
(iii) Contracts related to refinancing of debt:
(a) First Deeds of Trust and Security Agreements dated October 28, 1992
between New Shelter Properties V Limited Partnership and Joseph Philip
Forte (Trustee) and First Commonwealth Realty Credit Corporation, a
Virginia Corporation, securing the following properties: Tar River
and The Lexington. **
(b) Second Deeds of Trust and Security Agreements dated October 28, 1992
between New Shelter Properties V Limited Partnership and Joseph
Philip Forte (Trustee) and First Commonwealth Realty Credit
Corporation, A Virginia Corporation, securing the following
properties: Tar River and The Lexington. **
(c) First Assignments of Leases and Rents dated October 28, 1992 between
New Shelter Properties V Limited Partnership and Joseph Philip Forte
(Trustee) and First Commonwealth Realty Credit Corporation, a Virginia
Corporation, securing the following properties: Tar River and The
Lexington. **
(d) Second Assignments of Leases and Rents dated October 28, 1992 between
New Shelter Properties V Limited Partnership and Joseph Philip Forte
(Trustee) and First Commonwealth Realty Credit Corporation, a
Virginia Corporation, securing the following properties: Tar River and
The Lexington. **
(e) First Deeds of Trust Notes dated October 28, 1992 between New Shelter
Properties V Limited Partnership and First Commonwealth Realty Credit
Corporation, relating to the following properties: Tar River and The
Lexington. **
(f) Second Deeds of Trust Notes dated October 28, 1992 between New Shelter
Properties V Limited Partnership and First Commonwealth Realty Credit
Corporation, relating to the following properties: Tar River and The
Lexington.**
**Filed as Exhibits 10 (iii) a through f,
respectively, to Form 10-KSB - Annual or
Transitional Report filed February 26, 1993 and
incorporated herein by reference.
(g) Modification to Security Instruments dated January 31, 1994, between
Foxfire V Limited Partnership and John Hancock Mutual Life Insurance
Company, relating to Foxfire Apartments.***
(h) Deposit and Security Agreement dated January 31, 1994, between Foxfire
V Limited Partnership and John Hancock Real Estate Finance, Inc.,
relating to Foxfire Apartments.***
***Filed as Exhibits 10(iii) g and h, respectively,
to Form 10KSB - Annual or Transitional Report filed
February 28, 1994 and incorporated herein by
reference.
(i) Multifamily Note secured by a Mortgage or Deed of Trust dated November
1, 1996, between Shelter Properties V Limited Partnership and Lehman
Brothers Holdings, Inc., d/b/a Lehman Capital, a Division of Lehman
Brothers Holdings Inc., relating to Woodland Village Apartments.
(j) Multifamily Note secured by a Mortgage or Deed of Trust dated November
1, 1996, between Shelter Properties V Limited Partnership and Lehman
Brothers Holdings, Inc., d/b/a Lehman Capital, a Division of Lehman
Brothers Holdings Inc., relating to Lake Johnson Mews Apartments.
(k) Multifamily Note secured by a Mortgage or Deed of Trust dated November
1, 1996, between Shelter Properties V Limited Partnership and Lehman
Brothers Holdings, Inc., d/b/a Lehman Capital, a Division of Lehman
Brothers Holdings Inc., relating to Millhopper Village Apartments.
22 Subsidiaries of the Registrant.
27 Financial Data Schedule.
99 (a) Prospectus of Registrant dated May 27, 1983 (included in Registration
Statement No. 2-81308, of Registrant and incorporated herein by
reference).
(b) Agreement of Limited Partnership for New Shelter V, Limited
Partnership between Shelter V GP Limited Partnership and Shelter V
Limited Partnership entered into on October 21, 1992. (Filed as
Exhibit 28 (b) to Form 10-KSB - Annual or Transitional Report filed
February 26, 1993 and incorporated herein by reference.)
(c) Agreement of Limited Partnership for Foxfire Apartments V Limited
Partnership between Shelter V GP Limited Partnership and Shelter
Properties V Limited Partnership entered into on September 13, 1992.
(Filed as Exhibit 28 (c) to Form 10-KSB - Annual or Transitional
Report filed February 26, 1993 and incorporated herein by reference.)
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from Shelter
Properties V Limited Partnership 1997 Year-End 10-KSB and is qualified in its
entirety by reference to such 10-KSB filing.
</LEGEND>
<CIK> 0000712753
<NAME> SHELTER PROPERTIES V LIMITED PARTNERSHIP
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> NOV-30-1997
<PERIOD-END> NOV-30-1997
<CASH> 3,347
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0<F1>
<PP&E> 75,253
<DEPRECIATION> 40,464
<TOTAL-ASSETS> 40,906
<CURRENT-LIABILITIES> 0<F1>
<BONDS> 31,513
0
0
<COMMON> 0
<OTHER-SE> 7,492
<TOTAL-LIABILITY-AND-EQUITY> 40,906
<SALES> 0
<TOTAL-REVENUES> 13,587
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 13,353
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 2,768
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 234
<EPS-PRIMARY> 4.42<F2>
<EPS-DILUTED> 0
<FN>
<F1>Registrant has an unclassified balance sheet.
<F2>Multiplier is 1.
</FN>
</TABLE>
