FORM 10-QSB--QUARTERLY OR TRANSITIONAL REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Quarterly or Transitional Report
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended September 30, 1998
[ ] TRANSITION REPORT PURSUANT TO 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from.........to.........
Commission file number 0-14569
SPRINGHILL LAKE INVESTORS LIMITED PARTNERSHIP
(Exact name of small business issuer as specified in its charter)
Maryland 04-2848939
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
55 Beattie Place, P.O. Box 1089
Greenville, South Carolina 29602
(Address of principal executive offices)
(864) 239-1000
(Issuer's telephone number)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act 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
PART I - FINANCIAL INFORMATION
ITEM 1. Financial Statements
a)
SPRINGHILL LAKE INVESTORS LIMITED PARTNERSHIP
CONSOLIDATED BALANCE SHEET
(in thousands, except unit data)
(Unaudited)
September 30, 1998
Assets
Cash and cash equivalents $ 2,804
Receivables and deposits 2,511
Restricted escrows 3,235
Other assets 634
Investment Property:
Land $ 5,833
Buildings and related personal property 95,187
101,020
Less accumulated depreciation (48,159) 52,861
$ 62,045
Liabilities and Partners' (Deficit) Capital
Liabilities
Accounts payable $ 478
Tenant security deposit liabilities 412
Accrued property taxes 446
Other liabilities 1,098
Mortgage notes payable 57,451
Minority Interest 2,758
Partners' (Deficit) Capital
General partners $ (2,890)
Investor limited partners 2,292 (598)
(649 units issued and outstanding)
$ 62,045
See Accompanying Notes to Consolidated Financial Statements
b)
SPRINGHILL LAKE INVESTORS LIMITED PARTNERSHIP
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except unit data)
(Unaudited)
Three Months Ended Nine Months Ended
September 30, September 30,
1998 1997 1998 1997
Revenues:
Rental income $ 5,651 $ 5,852 $17,520 $17,760
Other income 268 1,485 755 1,952
Casualty gain (32) -- 138 --
Total revenues 5,887 7,337 18,413 19,712
Expenses:
Operating 2,648 3,818 7,874 9,375
General and administrative 81 86 293 300
Depreciation 984 994 2,929 2,936
Interest 1,369 1,413 4,134 4,259
Property taxes 447 417 1,626 1,359
Bad debt expense 87 171 584 592
Total expenses 5,616 6,899 17,440 18,821
Income before minority interest 271 438 973 891
Minority interest in net earnings
of operating partnerships (64) (176) (214) (462)
Net income $ 207 $ 262 $ 759 $ 429
Net income allocated to
general partner (5%) $ 10 $ 13 $ 38 $ 21
Net income allocated to investor
limited partners (95%) 197 249 721 408
Net income $ 207 $ 262 $ 759 $ 429
Net income per limited
partnership unit $ 304 $ 384 $ 1,111 $ 629
See Accompanying Notes to Consolidated Financial Statements
c)
SPRINGHILL LAKE INVESTORS LIMITED PARTNERSHIP
CONSOLIDATED STATEMENT OF CHANGES IN PARTNERS' (DEFICIT) CAPITAL
(in thousands, except unit data)
(Unaudited)
Total
Limited Investor Partners'
Partnership General Limited (Deficit)
Units Partners Partners Capital
Original capital contributions 649 $ -- $40,563 $40,563
Partners' (deficit) capital at
December 31, 1997 649 $(2,928) $ 1,571 $(1,357)
Net income for the nine months
ended September 30, 1998 -- 38 721 759
Partners' (deficit) capital at
September 30, 1998 649 $(2,890) $ 2,292 $ (598)
See Accompanying Notes to Consolidated Financial Statements
d)
SPRINGHILL LAKE INVESTORS LIMITED PARTNERSHIP
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(Unaudited)
Nine Months Ended
September 30,
1998 1997
Cash flows from operating activities:
Net income $ 759 $ 429
Adjustments to reconcile net income
to net cash provided by operating activities:
Minority interest in net earnings of operating
partnerships 214 462
Depreciation 2,929 2,936
Amortization 93 121
Bad debt expense 584 592
Casualty gain (138) --
Change in accounts:
Receivables and deposits, restricted escrows
and other assets (148) (442)
Accounts payable and other liabilities (531) (524)
Net cash provided by operating activities 3,762 3,574
Cash flows from investing activities:
Property improvements and replacements (1,754) (1,320)
Net (deposits to) receipts from restricted escrows (703) 215
Net insurance proceeds from casualty gain 160 --
Net cash used in investing activities (2,297) (1,105)
Cash flows used in financing activities:
Payments on mortgage note payable (1,047) (958)
Net increase in cash and cash equivalents 418 1,511
Cash and cash equivalents at beginning of period 2,386 974
Cash and cash equivalents at end of period $ 2,804 $ 2,485
Supplemental disclosure of cash flow information:
Cash paid for interest $ 4,048 $ 4,138
Supplemental disclosure of non-cash activity:
At September 30, 1998, in connection with a fire at Springhill Lake Apartments,
accounts receivable, accounts payable and property improvements were adjusted by
approximately $58,000, $23,000, and $29,000, respectively, for non-cash
activity.
See Accompanying Notes to Consolidated Financial Statements
e)
SPRINGHILL LAKE INVESTORS LIMITED PARTNERSHIP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Note A - Basis of Presentation
The accompanying unaudited consolidated financial statements of Springhill Lake
Investors Limited Partnership (the "Partnership") 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 Three Winthrop Properties, Inc. (the
"General Partner"), all adjustments (consisting of normal recurring accruals)
considered necessary for a fair presentation have been included. Operating
results for the three and nine month periods ended September 30, 1998, are not
necessarily indicative of the results that may be expected for the fiscal year
ending December 31, 1998. For further information, refer to the consolidated
financial statements and footnotes thereto included in the Partnership's annual
report on Form 10-KSB for the fiscal year ended December 31, 1997.
Reclassifications
Certain reclassifications have been made to the 1997 balances to conform to the
1998 presentation.
Principles of Consolidation
The accompanying consolidated financial statements include the accounts of the
Partnership and the Operating Partnerships. Theodore N. Lerner's ownership in
the Operating Partnerships has been reflected as a minority interest in the
accompanying consolidated financial statements. All significant intercompany
accounts and transactions have been eliminated in consolidation.
Note B - Related Party Transactions
The Partnership has no employees and is dependent on the General Partner and its
affiliates for the management and administration of all partnership activities.
The Partnership's limited partnership agreement ("Partnership Agreement")
provides for payments to the General Partner and its affiliates for property
management services based on a percentage of revenue and an annual asset
management fee of $100,000 and annual administration fee of $10,000.
On October 28, 1997, Insignia Financial Group ("Insignia") acquired 100% of the
Class B stock of First Winthrop Corporation ("FWC"), the sole shareholder of the
Partnership's General Partner. In connection with this transaction, a nominee
of Insignia was elected as a director of the General Partner. The nominee has
the authority to appoint members to a newly created residential committee of the
board of directors of the General Partner (the "Residential Committee"). The
Residential Committee is generally authorized to act on behalf of the General
Partner in managing the business activities of the Partnership. On October 28,
1997, the Partnership terminated Winthrop Management as the managing agent, and
appointed an affiliate of Insignia to assume management of the property. On
October 1, 1998, Insignia completed its merger with and 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 of the Insignia Merger, AIMCO has the right to appoint a director of
the General Partner who, in turn, has the right to appoint the members of the
Residential Committee. In addition, the property manager became an affiliate of
AIMCO. The General Partner does not believe this transaction will have a
material effect on the affairs and operations of the Partnership.
The following fees and reimbursements were paid to affiliates of the General
Partner during the nine months ended September 30, 1998 and 1997:
1998 1997
(in thousands)
Property management fees (included in
operating expenses) $551 $538
Partnership reimbursements and asset
management fees (included in general
and administrative expenses) 202 166
Included in investment property on the Balance Sheet at September 30, 1998, is
approximately $10,000 in construction oversight reimbursements.
Note C - Investment in Operating Partnerships
The following summarizes the results of operations for the Operating
Partnerships:
Three Months Ended Nine Months ended
September 30, September 30,
1998 1997 1998 1997
(in thousands) (in thousands)
Revenue
Rental income $5,651 $5,852 $17,520 $17,760
Interest and other income 251 519 716 1,091
Casualty gain (32) -- 138 --
5,870 6,371 18,374 18,851
Expenses
Depreciation 984 1,116 2,929 3,058
Operating expenses 4,037 3,460 12,308 9,446
Taxes and insurance 483 463 1,809 1,580
5,504 5,039 17,046 14,084
Net Earnings $ 366 $1,332 $ 1,328 $ 4,767
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS
The Partnership's investment property consists of apartment and townhouse units
and an eight store shopping center. The following table sets forth the average
occupancy of the property for the nine months ended September 30, 1998 and 1997:
Average Occupancy
1998 1997
Springhill Lake Apartments 91% 93%
Greenbelt, Maryland
The Partnership realized net income of approximately $207,000 and $759,000 for
the three and nine months ended September 30, 1998, compared to net income of
approximately $262,000 and $429,000 for the three and nine months ended
September 30, 1997. Income before minority interest for the nine and three
months ended September 30, 1998 were $973,000 and $271,000, respectively, as
compared to $891,000 and $438,000, respectively, for the comparable periods in
1997. The increase in income before minority interest for the comparable nine
month periods is primarily due to decreases in operating expense and interest
expense, as well as the recognition of a casualty gain, which more than offset
decreases in rental and other income and an increase in property taxes. The
decrease in income before minority interest for the comparable three month
periods was primarily due to decreases in rental and other income and increases
in property taxes which more than offset decreases in operating, interest and
bad debt expenses. Casualty gain of approximately $138,000 was recognized at
September 30, 1998 as a result of three separate fires at Springhill Lake
Apartments which occurred late in 1997. As a result of these incidents, one
building was extensively damaged and two apartment units were completely
destroyed. The estimated costs to be incurred to rebuild the destroyed units
approximates the estimated insurance proceeds expected to be received.
The decrease in operating expense was due to a milder winter during the first
nine months of 1998, as compared to the first nine months of 1997, resulting in
decreased utilities and fuel oil purchases. Also contributing to the decrease
in operating expense was a decrease in salary expense, advertising expense and
repairs and maintenance expense. Property tax expense increased for the three
and nine months ended September 30, 1998, due to the payment of two property tax
bills from a prior year that were previously in dispute. The decrease in rental
income is due to reduced occupancy at the Partnership's property. Other income
decreased primarily due to an abatement of a mortgage recording tax for
approximately $900,000 recorded in the nine months ended September 30, 1997. In
addition, fewer amenities such as drapes were purchased through the rental
office, and less turnover in tenant base contributed to decreases in
miscellaneous rental charges and legal fees for the three and nine months ended
September 30, 1998.
Included in operating expense for the nine months ended September 30, 1998 is
approximately $65,000 of major repairs and maintenance comprised primarily of
exterior painting, exterior building repairs, window coverings, and gutter
repairs.
As part of the ongoing business plan of the Partnership, the 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 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
General Partner will be able to sustain such a plan.
At September 30, 1998, the Partnership had cash and cash equivalents of
approximately $2,804,000 compared to approximately $2,485,000 at September 30,
1997. Cash and cash equivalents increased approximately $418,000 and $1,511,000
for the periods ended September 30, 1998 and 1997, respectively. Net cash
provided by operating activities increased primarily due to an increase in net
income, as discussed above, and a decrease in receivables and deposits and other
assets as a result of improved collections. Net cash used in investing
activities increased as a result of increased property improvements and
replacements consisting primarily of building improvements, major sewer
replacement, carpet and construction in progress. Included in building
improvements are a fire hydrant project, a boiler room project, and consultant
services. As well, deposits to restricted escrows increased resulting from
insurance proceeds relating to the fire in 1997 and an increase in cash escrowed
to the Replacement Reserve Fund. Net cash used in financing activities increased
due to an increase in principal payments on the mortgage note payable.
The sufficiency of existing liquid assets to meet future liquidity and capital
expenditure requirements is directly related to the level of capital
expenditures required at the investment property to adequately maintain the
physical assets and other operating needs of the Partnership and to comply with
federal, state and local legal and regulatory requirements. Such assets are
currently thought to be sufficient for any near-term needs of the Partnership.
The General Partner is currently assessing the need for capital improvements at
the Partnership's property. To the extent that additional capital improvements
are required, the Partnership's distributable cash flow, if any, may be
adversely affected at least in the short term. The mortgage indebtedness of
$57,451,000, which carries a stated interest rate of 9.30%, matures in May 2003.
The General Partner will attempt to refinance such indebtedness or sell the
property prior to such maturity date. If the properties cannot be refinanced or
sold for a sufficient amount, the Partnership will risk losing the property
through foreclosure. No cash distributions were declared or paid during the
nine months ended September 30, 1998 or September 30, 1997. Future cash
distributions will depend on the levels of net cash generated from operations,
refinancings, property sales and the availability of cash reserves. The
Partnership's distribution policy will be reviewed on a quarterly basis. There
can be no assurance, however, that the Partnership will generate sufficient
funds from operations to permit distributions to its partners in 1998 or
subsequent periods.
Transfer of Control
On October 28, 1997, Insignia Financial Group ("Insignia") acquired 100% of the
Class B stock of First Winthrop Corporation ("FWC"), the sole shareholder of the
Partnership's General Partner. In connection with this transaction, a nominee
of Insignia was elected as a director of the General Partner. The nominee has
the authority to appoint members to a newly created residential committee of the
board of directors of the General Partner (the "Residential Committee"). The
Residential Committee is generally authorized to act on behalf of the General
Partner in managing the business activities of the Partnership. On October 28,
1997, the Partnership terminated Winthrop Management as the managing agent, and
appointed an affiliate of Insignia to assume management of the property. On
October 1, 1998, Insignia completed its merger with and 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 of the Insignia Merger, AIMCO has the right to appoint a
director of the General Partner who, in turn, has the right to appoint the
members of the Residential Committee. In addition, the property manager became
an affiliate of AIMCO. The General Partner does not believe this transaction
will have a material effect on the affairs and operations of the Partnership.
Year 2000
GENERAL DESCRIPTION OF THE YEAR 2000 ISSUE AND THE NATURE AND EFFECTS OF THE
YEAR 2000 ON INFORMATION TECHNOLOGY (IT) AND NON-IT SYSTEMS
The Year 2000 Issue is the result of computer programs being written using two
digits rather than four to define the applicable year. The Partnership is
dependent upon the General Partner and its affiliates for management and
administrative services ("Managing Agent"). Any computer programs or hardware
that have date-sensitive software or embedded chips may recognize a date using
"00" as the year 1900 rather than the year 2000. This could result in a system
failure or miscalculations causing disruptions of operations, including, among
other things, a temporary inability to process transactions, send invoices, or
engage in similar normal business activities.
The Managing Agent has determined that it will be required to modify or replace
significant portions of its software and certain hardware so that those systems
will properly utilize dates beyond December 31, 1999. The Managing Agent
presently believes that with modifications or replacements of existing software
and certain hardware, the Year 2000 Issue can be mitigated. However, if such
modifications and replacements are not made, or are not completed timely, the
Year 2000 Issue could have a material impact on the operations of the Managing
Agent and the Partnership.
STATUS OF PROGRESS IN BECOMING YEAR 2000 COMPLIANT
The Managing Agent's plan to resolve the Year 2000 Issue involves the following
four phases: assessment, remediation, testing and implementation. To date, the
Managing Agent has fully completed its assessment of all information systems
that could be significantly affected by the Year 2000, and has begun the
remediation, testing and implementation phase on both hardware and software
systems. Assessments are continuing in regards to embedded systems in operating
equipment. The Managing Agent anticipates having all phases complete by June 1,
1999.
In addition to the areas the Partnership is relying on the Managing Agent to
verify compliance with, the Partnership has certain operating equipment,
primarily at the property sites, which needed to be evaluated for Year 2000
compliance. The focus of the General Partner was to the security systems,
elevators, heating-ventilation-air-conditioning systems, telephone systems and
switches, and sprinkler systems. The General Partner is currently engaged in the
identification of all non-compliant operational systems, and is in the process
of estimating the costs associated with any potential modifications or
replacements needed to such systems in order for them to be Year 2000 compliant.
It is not expected that such costs would have a material adverse affect upon
the operations of the Partnership.
RISK ASSOCIATED WITH THE YEAR 2000
The General Partner believes that the Managing Agent has an effective program in
place to resolve the Year 2000 issue in a timely manner and has appropriate
contingency plans in place for critical applications that could affect the
Partnership's operations. To date, the General Partner is not aware of any
external agent with a Year 2000 issue that would materially impact the
Partnership's results of operations, liquidity or capital resources. However,
the General Partner has no means of ensuring that external agents will be Year
2000 compliant. The General Partner does not believe that the inability of
external agents to complete their Year 2000 resolution process in a timely
manner will have a material impact on the financial position or results of
operations of the Partnership. However, the effect of non-compliance by
external agents is not readily determinable.
Other
Certain items discussed in this quarterly 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 quarterly report. The Partnership expressly disclaims any obligation or
undertaking to release publicly any updates or 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.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
In July 1998, the sole limited partner in each of First, Second, Third, Fourth,
Fifth, Sixth, Seventh, Eighth and Ninth Springhill Lake Limited Partnerships and
Springhill Commercial Limited Partnership (collectively the "Operating
Partnerships") commenced an action in the Circuit Court for Prince George's
County, Maryland ENTITLED LERNER V. APOLLO REAL ESTATE ADVISORS, L.P., ET AL.
The complaint claims that the Partnership, present and former affiliates of the
General Partner and others have breached certain contractual and fiduciary
duties allegedly owed to the claimant with respect to the transactions described
in Note B - Related Party Transactions. The plaintiff seeks damages and
injunctive relief prohibiting the proposed transfer of Class B Common Stock from
Insignia to AIMCO. The General Partner believes the claims to be without merit
and intends to vigorously defend the action.
The Partnership is unaware of any other pending or outstanding litigation that
is not of a routine nature. The General Partner 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.
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
None filed during the quarter ended September 30, 1998.
SIGNATURES
In accordance with the requirements Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
SPRINGHILL LAKE INVESTORS LIMITED PARTNERSHIP
By: THREE WINTHROP PROPERTIES, INC.
Managing General Partner
By: /s/ Patrick Foye
Patrick Foye
Vice President-Residential and Director
By: /s/Timothy R. Garrick
Timothy R. Garrick
Director
(Duly Authorized Officer)
Date: November 12, 1998
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from
Springhill Lake Investors Limited Partnership 1998 Third Quarter 10-QSB and
is qualified in its entirety by reference to such 10-QSB filing.
</LEGEND>
<CIK> 0000763399
<NAME> SPRINGHILL LAKE INVESTORS LIMITED PARTNERSHIP
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> SEP-30-1998
<CASH> 2,804
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0<F1>
<PP&E> 101,020
<DEPRECIATION> (48,159)
<TOTAL-ASSETS> 62,045
<CURRENT-LIABILITIES> 0<F1>
<BONDS> 57,451
0
0
<COMMON> 0
<OTHER-SE> (598)
<TOTAL-LIABILITY-AND-EQUITY> 62,045
<SALES> 0
<TOTAL-REVENUES> 18,413
<CGS> 0
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<OTHER-EXPENSES> 17,440
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 4,134
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<FN>
<F1>Registrant has an unclassified balance sheet.
<F2>Multiplier is 1.
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