FORM 10-QSB--QUARTERLY OR TRANSITIONAL REPORT UNDER SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
QUARTERLY OR TRANSITIONAL REPORT
U. S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended February 28, 1999
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from.........to.........
Commission file number 0-11574
SHELTER PROPERTIES V
(Exact name of small business issuer as specified in its charter)
South Carolina 57-0721855
(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) (Zip Code)
Issuer's telephone number (864) 239-1000
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 V
CONSOLIDATED BALANCE SHEET
(Unaudited)
(in thousands, except unit data)
February 28, 1999
Assets
Cash and cash equivalents $ 1,505
Receivables and deposits 632
Restricted escrows 1,082
Other assets 585
Investment properties:
Land $ 4,242
Buildings and related personal property 72,277
76,519
Less accumulated depreciation (44,147) 32,372
$36,176
Liabilities and Partners' Capital (Deficit)
Liabilities
Accounts payable $ 42
Tenant security deposit liabilities 362
Accrued property taxes 148
Other liabilities 491
Mortgage notes payable 31,001
Partners' Capital (Deficit)
General partners $ (339)
Limited partners (52,538 units
issued and outstanding) 4,471 4,132
$36,176
See Accompanying Notes to Consolidated Financial Statements
b) SHELTER PROPERTIES V
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(in thousands, except per unit data)
Three Months Ended
February 28,
Revenues: 1999 1998
Rental income $3,422 $3,284
Other income 194 203
Total revenues 3,616 3,487
Expenses:
Operating 1,243 1,380
General and administrative 86 105
Depreciation 732 720
Interest 677 684
Property taxes 215 201
Total expenses 2,953 3,090
Net income $ 663 $ 397
Net income allocated to general
partners (1%) $ 7 $ 4
Net income allocated to limited
partners (99%) 656 393
$ 663 $ 397
Net income per limited partnership unit $12.49 $ 7.48
Distribution per limited partnership unit $35.80 $10.56
See Accompanying Notes to Consolidated Financial Statements
c) SHELTER PROPERTIES V
CONSOLIDATED STATEMENT OF CHANGES IN PARTNERS' CAPITAL (DEFICIT)
(Unaudited)
(in thousands, except unit data)
Limited
Partnership General Limited
Units Partners Partners Total
Original capital contributions 52,538 $ 2 $52,538 $52,540
Partners' (deficit) capital
at November 30, 1998 52,538 $(327) $ 5,696 $ 5,369
Net income for the three
months ended February 28, 1999 -- 7 656 663
Distributions to partners -- (19) (1,881) (1,900)
Partners' (deficit) capital
at February 28, 1999 52,538 $(339) $ 4,471 $ 4,132
See Accompanying Notes to Consolidated Financial Statements
d) SHELTER PROPERTIES V
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(in thousands)
Three Months Ended
February 28,
1999 1998
Cash flows from operating activities:
Net income $ 663 $ 397
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation 732 720
Amortization of discounts and loan costs 45 45
Change in accounts:
Receivables and deposits 346 14
Other assets 12 58
Accounts payable (161) 21
Tenant security deposit liabilities 2 9
Accrued property taxes (254) (67)
Other liabilities 46 10
Net cash provided by operating activities 1,431 1,207
Cash flows from investing activities:
Property improvements and replacements (180) (164)
Net withdrawals from restricted escrows 31 85
Net cash used in investing activities (149) (79)
Cash flows from financing activities:
Payments on mortgage notes payable (124) (115)
Loan costs (10) --
Partners' distributions (3,018) (1,305)
Net cash used in financing activities (3,152) (1,420)
Net decrease in cash and cash equivalents (1,870) (292)
Cash and cash equivalents at beginning of period 3,375 3,347
Cash and cash equivalents at end of period $ 1,505 $ 3,055
Supplemental disclosure of cash flow
information:
Cash paid for interest $ 632 $ 641
See Accompanying Notes to Consolidated Financial Statements
e) SHELTER PROPERTIES V
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE A - BASIS OF PRESENTATION
The accompanying unaudited consolidated financial statements of Shelter
Properties V (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 V Corporation (the
"Corporate General Partner"), all adjustments (consisting of normal recurring
accruals) considered necessary for a fair presentation have been included.
Operating results for the three month period ended February 28, 1999, are not
necessarily indicative of the results that may be expected for the fiscal year
ending November 30, 1999. For further information, refer to the financial
statements and footnotes thereto included in the Partnership's annual report on
Form 10-KSB for the year ended November 30, 1998.
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 partnerships
is the Corporate General Partner. The Corporate General Partner may be removed
by the Registrant; therefore, the consolidated partnerships are controlled and
consolidated by the Registrant. All significant interpartnership balances have
been eliminated.
NOTE B - TRANSFER OF CONTROL
Pursuant to a series of transactions which closed on October 1, 1998 and
February 26, 1999, Insignia Financial Group, Inc. and Insignia Properties Trust
merged into Apartment Investment and Management Company ("AIMCO"), a publicly
traded real estate investment trust, with AIMCO being the surviving corporation
(the "Insignia Merger"). As a result, AIMCO ultimately acquired a 100%
ownership interest in Insignia Properties Trust, the entity which controlled 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. 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.
Three Months Ended
February 28,
1999 1998
(in thousands)
Net cash provided by operating activities $ 1,431 $1,207
Payments on mortgage notes payable (124) (115)
Property improvements and replacements (180) (164)
Change in restricted escrows, net 31 85
Changes in reserves for net operating
liabilities 9 (45)
Additional operating reserves (1,167) (968)
Net cash used in operations $ -- $ --
The Corporate General Partner reserved an additional $1,167,000 and $968,000 at
February 28, 1999 and 1998, respectively, to fund continuing capital
improvements and repairs at the Partnership's seven 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 (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 affiliates during the three months ended
February 28, 1999 and 1998:
Three Months Ended
February 28,
1999 1998
(in thousands)
Property management fees (included in
operating expenses) $ 179 $ 174
Reimbursement for services of affiliates
(included in operating, general and
administrative expenses, and investment
properties) (1) 54 70
(1) Included in "reimbursements for services of affiliates" for the three
months ended February 28, 1998 is approximately $2,000, in reimbursements
for construction oversight costs. No such costs were incurred for the
three months ended February 28, 1999.
For the three months ended February 28, 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 $179,000 and $174,000 for the
quarters ended February 28, 1999 and 1998, respectively.
Affiliates of the Corporate General Partner received reimbursement of
accountable administrative expenses amounting to approximately $54,000 and
$70,000 for the three months ended February 28, 1999 and 1998, respectively.
NOTE E - SEGMENT REPORTING
In June 1997, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 131, Disclosure about Segments of an
Enterprise and Related Information ("Statement 131"), which is effective for
years beginning after December 15, 1997. Statement 131 established standards
for the way that public business enterprises report information about operating
segments in annual financial statements and requires that those enterprises
report selected information about operating segments in interim financial
reports. It also establishes standards for related disclosures about products
and services, geographic areas, and major customers.
As defined by Statement 131, the Partnership has one reportable segment:
residential properties. The Partnership's residential property segment consists
of seven apartment complexes located in five states: Florida, South Carolina,
Virginia, Georgia, and North Carolina. The Partnership rents apartment units to
people for terms that are typically less than twelve months.
The Partnership evaluates performance based on net operating income. The
accounting policies of the reportable segment are the same as those of the
Partnership as described in the Partnership's annual report on Form 10-KSB for
the fiscal year ended November 30, 1998.
The Partnership's reportable segments are investment properties that offer
similar products and services. Although each of the investment properties is
managed separately, they have been aggregated into one segment as they provide
services with similar types of products and customers.
Segment information for the three months ended February 28, 1999 and 1998 is
shown in the tables below. The "Other" column includes partnership
administration related items and income and expense not allocated to reportable
segments.
1999 RESIDENTIAL OTHER TOTALS
Rental income $ 3,422 $ -- $ 3,422
Other income 174 20 194
Interest expense 677 -- 677
Depreciation 732 -- 732
General and administrative
expense -- 86 86
Segment profit (loss) 729 (66) 663
Total assets 35,380 796 36,176
Capital expenditures for
investment properties 180 -- 180
1998 RESIDENTIAL OTHER TOTALS
Rental income $ 3,284 $ -- $ 3,284
Other income 178 25 203
Interest expense 684 -- 684
Depreciation 720 -- 720
General and administrative
expense -- 105 105
Segment profit (loss) 477 (80) 397
Total assets 37,738 2,135 39,873
Capital expenditures for
investment properties 164 -- 164
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 Corporate General Partner
entities, past tender offers by Insignia Affiliates to acquire limited
partnership units, the management of partnerships by Insignia Affiliates as well
as a recently announced agreement between Insignia and Apartment Investment and
Management Company. The complaint seeks monetary damages and equitable relief,
including judicial dissolution of the Partnership. On June 25, 1998, the
Corporate General Partner filed a motion seeking dismissal of the action. In
lieu of responding to the motion, the plaintiffs have filed an amended
complaint. The Corporate General Partner has filed demurrers to the amended
complaint which were heard during February 1999. No ruling on such demurrers has
been received. The Corporate General Partner does not anticipate that costs
associated with this case, if any, to be material to the Partnership's overall
operations.
The Partnership is unaware of any other pending or outstanding litigation that
is not of a routine nature arising in the ordinary course of business.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
The matters discussed in this Form 10-QSB contain certain forward-looking
statements and involve risks and uncertainties (including changing market
conditions, competitive and regulatory matters, etc.) detailed in the disclosure
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 seven apartment complexes.
The following table sets forth the average occupancy of the properties for the
quarters ended February 28, 1999 and 1998:
Average Occupancy
1999 1998
Foxfire Apartments
Atlanta, Georgia 93% 94%
Old Salem Apartments
Charlottesville, Virginia 96% 94%
Woodland Village Apartments
Columbia, South Carolina 95% 91%
Lake Johnson Mews
Raleigh, North Carolina 94% 95%
The Lexington Apartments
Sarasota, Florida 97% 97%
Millhopper Village Apartments
Gainesville, Florida 94% 95%
Tar River Estates
Greenville, North Carolina 96% 98%
The Corporate General Partner attributes the increase in occupancy at Woodland
Village Apartments to management's intensified marketing efforts.
Results of Operations
The Registrant's net income for the three months ended February 28, 1999 was
$663,000 as compared to $397,000 for the three months ended February 28, 1998.
The increase in net income is primarily due to an increase in total revenue and
a decrease in total expenses. Revenue increased due to an increase in rental
income. The increase in rental income is due predominately to an increase in
average annual rental rates at all seven of the Registrant's investment
properties which more than offset decreases in occupancy at four out of the
seven investment properties.
Expenses decreased primarily due to reductions in operating and general and
administrative expenses which more than offset the slight increase in
depreciation and property tax expenses. Interest expense remained relatively
constant. Operating expense decreased primarily as a result of decreases in
salaries and related expenses due to a reduction in work force at Woodland
Village, The Lexington and Tar River Estates. In addition, insurance expense
decreased at all of the properties due to a change in insurance carriers.
General and administrative expenses decreased primarily as a result of a
decrease in management reimbursements to the Corporate General Partner allowed
under the Partnership Agreement. Also included in general and administrative
expenses are costs associated with the quarterly and annual communications with
investors and regulatory agencies and the annual audits and appraisals required
by the Partnership Agreement.
As part of the ongoing business plan of the 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 February 28, 1999, the Registrant had cash and cash equivalents of
approximately $1,505,000 as compared to approximately $3,055,000 at February 28,
1998. Cash and cash equivalents decreased approximately $1,870,000 for the
three months ended February 28, 1999 from the Registrant's fiscal year end,
primarily due to $3,152,000 of cash used in financing activities and $149,000 of
cash used in investing activities, which was partially offset by $1,431,000 of
cash provided by operating activities. Cash used in financing activities
consisted 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, offset slightly by withdrawals from escrow accounts 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 property to adequately maintain the physical assets
and other operating needs of the Registrant and to comply with Federal, state,
and local legal and regulatory requirements. Capital improvements planned for
each of the Registrant's properties are detailed below.
Millhopper Village:
Based on a report received from an independent third party consultant analyzing
necessary exterior improvements and estimates made by the Corporate General
Partner on interior improvements, it is estimated that Millhopper Village
requires approximately $482,000 of capital improvements over the near-term. The
Partnership has budgeted, but is not limited to, capital improvements of
approximately $245,000 for 1999 at this property consisting primarily of
flooring and cabinet replacement, structural repairs and recreational facility
improvements. As of February 28, 1999 approximately $12,000 has been incurred
consisting primarily of flooring replacement.
Foxfire Apartments:
Based on a report received from an independent third party consultant analyzing
necessary exterior improvements and estimates made by the Corporate General
Partner on interior improvements, it is estimated that Foxfire Apartments
requires approximately $281,000 of capital improvements over the near-term. The
Partnership has budgeted, but is not limited to, capital improvements of
approximately $340,000 for 1999 at this property consisting primarily of
interior and exterior improvements. As of February 28, 1999 approximately
$16,000 has been incurred consisting primarily of appliance and flooring
replacements.
Lake Johnson Mews:
Based on a report received from an independent third party consultant analyzing
necessary exterior improvements and estimates made by the Corporate General
Partner on interior improvements, it is estimated that Lake Johnson Mews
requires approximately $483,000 of capital improvements over the near-term. The
Partnership has budgeted, but is not limited to, capital improvements of
approximately $226,000 for 1999 at this property consisting primarily of
interior and exterior improvements. As of February 28, 1999 approximately
$20,000 has been incurred consisting primarily of flooring replacements.
Woodland Village:
Based on a report received from an independent third party consultant analyzing
necessary exterior improvements and estimates made by the Corporate General
Partner on interior improvements, it is estimated that Woodland Village requires
approximately $482,000 of capital improvements over the near-term. The
Partnership has budgeted, but is not limited to, capital improvements of
approximately $480,000 for 1999 at this property consisting primarily of
swimming pool repairs, a roofing project, heating upgrades, landscaping, parking
lot repairs, and flooring replacements. As of February 28, 1999 approximately
$14,000 has been incurred consisting primarily of flooring replacements.
The Lexington Apartments:
Based on a report received from an independent third party consultant analyzing
necessary exterior improvements and estimates made by the Corporate General
Partner on interior improvements, it is estimated that The Lexington Apartments
requires approximately $603,000 of capital improvements over the near-term. The
Partnership has budgeted, but is not limited to, capital improvements of
approximately $717,000 for 1999 at this property consisting primarily of
landscaping, sewer and swimming pool projects, parking lot repairs and flooring
replacements. As of February 28, 1999 approximately $67,000 has been incurred
consisting primarily of sewer replacement and flooring replacements.
Tar River Estates:
Based on a report received from an independent third party consultant analyzing
necessary exterior improvements and estimates made by the Corporate General
Partner on interior improvements, it is estimated that Tar River Estates
requires approximately $603,000 of capital improvements over the near-term. The
Partnership has budgeted, but is not limited to, capital improvements of
approximately $540,000 for 1999 at this property consisting primarily of
interior and exterior improvements. As of February 28, 1999 approximately
$37,000 has been incurred consisting primarily of appliance and flooring
replacements.
Old Salem Apartments:
Based on a report received from an independent third party consultant analyzing
necessary exterior improvements and estimates made by the Corporate General
Partner on interior improvements, it is estimated that Old Salem Apartments
requires approximately $482,000 of capital improvements over the near-term. The
Partnership has budgeted, but is not limited to, capital improvements of
approximately $900,000 for 1999 at this property consisting primarily of air
conditioning upgrades, flooring replacement, roofing and parking lot projects
and other interior and exterior building improvements. As of February 28, 1999
approximately $14,000 has been incurred consisting primarily of flooring
replacements.
The additional capital expenditures will be incurred only if cash is available
from operations or from partnership reserves. To the extent that such budgeted
capital improvements are completed, the Registrant's distributable cash flow, if
any, may be adversely affected at least in the short term.
The Registrant's current assets are thought to be sufficient for any near-term
needs (exclusive of capital improvements) of the Registrant. The mortgage
indebtedness of approximately $31,001,000 net of discount, is amortized over
varying periods with required balloon payments ranging from May 1, 1999, to
November 1, 2003. The Corporate General Partner will attempt to refinance such
indebtedness and/or sell the properties prior to such maturity date. The
mortgage on Foxfire Apartments which was originally to mature on February 1,
1999 has been extended for 90 days while the Corporate General Partner
negotiates replacement financing. If the properties cannot be refinanced or
sold for a sufficient amount, the Registrant will risk losing such properties
through foreclosure.
Cash distributions of approximately $3,018,000 were paid during the quarter
ended February 28, 1999, $1,118,000 of which related to a payable at November
30, 1998. The remaining $1,900,000 ($35.80 per limited partnership unit) was
paid from operations. A cash distribution of approximately $1,305,000 was made
during the quarter ended February 28, 1998, $750,000 of which related to a
payable at November 30, 1997. The remaining $555,000 ($10.56 per limited
partnership unit) was from refinancing proceeds and accordingly was distributed
entirely to the limited partners. The Registrant's distribution policy will be
reviewed on a quarterly basis. 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. There
can be no assurance, however, that the Registrant will generate sufficient funds
from operations, after planned capital improvement expenditures, to permit any
additional distributions to its partners in 1999 or subsequent periods.
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 mainframe system used by the Managing Agent became fully
functional. In addition to the mainframe, 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
March 31, 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 March 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
March 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 our 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 May 1999.
The Managing Agent has updated data transmission standards with two of the three
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 June 1, 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 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 first quarter ended February 28, 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 V
By: Shelter Realty V Corporation
Corporate General Partner
By: /s/Patrick J. Foye
Patrick J. Foye
Executive Vice President and Director
By: /s/Timothy R. Garrick
Timothy R. Garrick
Vice President _ Accounting and Director
Date: April 14, 1999
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from Shelter
Properties V Limited Partnership First Quarter 10-QSB and is qualified in its
entirety by reference to such 10-QSB filing.
</LEGEND>
<CIK> 0000712753
<NAME> SHELTER PROPETIES V
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> NOV-30-1999
<PERIOD-END> FEB-28-1999
<CASH> 1,505
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0<F1>
<PP&E> 76,519
<DEPRECIATION> (44,147)
<TOTAL-ASSETS> 36,176
<CURRENT-LIABILITIES> 0<F1>
<BONDS> 31,001
0
0
<COMMON> 0
<OTHER-SE> 4,132
<TOTAL-LIABILITY-AND-EQUITY> 36,176
<SALES> 0
<TOTAL-REVENUES> 3,616
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 2,953
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 677
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 663
<EPS-PRIMARY> 12.49<F2>
<EPS-DILUTED> 0
<FN>
<F1>Registrant has an unclassified balance sheet.
<F2>Multiplier is 1.
</FN>
</TABLE>
