FORM 10-QSB--QUARTERLY OR TRANSITIONAL REPORT UNDER SECTION 13 OR 15 (D)
OF THE SECURITIES EXCHANGE ACT OF 1934
QUARTERLY OR TRANSITIONAL REPORT
U.S. Securities and Exchange Commission
Washington, D.C. 20549
FORM 10-QSB
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended June 30, 1998
[ ] 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 0-14554
NATIONAL PROPERTY INVESTORS 8
(Exact name of small business issuer as specified in its charter)
California 13-3254885
(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)
(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)
NATIONAL PROPERTY INVESTORS 8
BALANCE SHEET
(Unaudited)
June 30, 1998
(in thousands, except unit data)
Assets
Cash and cash equivalents $ 2,309
Receivables and deposits 243
Restricted escrows 706
Other assets 193
Investment properties:
Land $ 1,970
Buildings and related personal property 28,248
30,218
Less accumulated depreciation (15,675) 14,543
$ 17,994
Liabilities and Partners' Capital (Deficit)
Liabilities
Accounts payable $ 58
Tenant security deposit liabilities 66
Accrued property taxes 426
Other liabilities 142
Mortgage notes payable 10,892
Partners' Capital (Deficit)
Limited partners' (44,882 units issued and
outstanding) $ 6,569
General partner's (159) 6,410
$ 17,994
See Accompanying Notes to Financial Statements
b)
NATIONAL PROPERTY INVESTORS 8
STATEMENTS OF OPERATIONS
(Unaudited)
(in thousands, except unit data)
Three Months Ended Six Months Ended
June 30, June 30,
1998 1997 1998 1997
Revenues:
Rental income $1,092 $1,029 $2,189 $2,021
Other income 111 123 243 220
Total revenues 1,203 1,152 2,432 2,241
Expenses:
Operating 489 477 872 861
General and administrative 46 55 86 95
Interest 231 233 463 510
Depreciation 296 289 591 576
Property taxes 112 93 238 218
Total expenses 1,174 1,147 2,250 2,260
Net income (loss) $ 29 $ 5 $ 182 $ (19)
Net income (loss) allocated
to general partner (1%) $ -- $ -- $ 2 $ --
Net income (loss) allocated
to limited partners (99%) 29 5 180 (19)
$ 29 $ 5 $ 182 $ (19)
Net income (loss) per
limited partnership unit $ .65 $ .11 $ 4.01 $ (.42)
See Accompanying Notes to Financial Statements
c)
NATIONAL PROPERTY INVESTORS 8
STATEMENT OF CHANGES IN PARTNERS' CAPITAL (DEFICIT)
(Unaudited)
(in thousands, except unit data)
Limited
Partnership General Limited
Units Partner's Partners' Total
Original capital contributions 44,882 $ 1 $22,441 $22,442
Partners' (deficit) capital at
December 31, 1997 44,882 $ (161) $ 6,389 $ 6,228
Net income for the six
months ended June 30, 1998 -- 2 180 182
Partners' (deficit) capital at
June 30, 1998 44,882 $ (159) $ 6,569 $ 6,410
See Accompanying Notes to Financial Statements
d)
NATIONAL PROPERTY INVESTORS 8
STATEMENTS OF CASH FLOWS
(Unaudited)
(in thousands)
Six Months Ended
June 30,
1998 1997
Cash flows from operating activities:
Net income (loss) $ 182 $ (19)
Adjustments to reconcile net income (loss) to
net cash provided by operating activities:
Depreciation 591 576
Amortization of loan costs 19 19
Change in accounts:
Receivables and deposits 41 132
Other assets 16 8
Accounts payable 37 (259)
Tenant security deposit liabilities (1) (10)
Accrued property taxes (43) 26
Other liabilities (18) 14
Net cash provided by operating activities 824 487
Cash flows from investing activities:
Property improvements and replacements (182) (182)
Net (deposits to) withdrawals from restricted
escrows (78) 815
Net cash (used in) provided by investing
activities (260) 633
Cash flows from financing activities:
Payments on mortgage notes payable (32) (29)
Distributions to partners -- (8)
Net cash used in financing activities (32) (37)
Net increase in cash and cash equivalents 532 1,083
Cash and cash equivalents at beginning of period 1,777 1,871
Cash and cash equivalents at end of period $2,309 $2,954
Supplemental disclosure of cash flow information:
Cash paid for interest $ 444 $ 490
See Accompanying Notes to Financial Statements
e)
NATIONAL PROPERTY INVESTORS 8
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
NOTE A - BASIS OF PRESENTATION
The accompanying unaudited financial statements of National Property Investors 8
(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 NPI Equity Investments, Inc. ("NPI Equity" or the "Managing General
Partner"), all adjustments (consisting of normal recurring accruals) considered
necessary for a fair presentation have been included. Operating results for the
three and six month periods ended June 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 financial statements and footnotes
thereto included in the Partnership's annual report on Form 10-KSB for the year
ended December 31, 1997.
Certain reclassifications have been made to the 1997 information to conform to
the 1998 presentation.
NOTE B - TRANSACTIONS WITH AFFILIATED PARTIES
The Partnership has no employees and is dependent on the Managing General
Partner and its affiliates for the management and administration of all
partnership activities. The Managing General Partner is wholly-owned by Insignia
Properties Trust ("IPT"), which is an affiliate of Insignia Financial Group,
Inc. ("Insignia"). 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 and affiliates were charged to expense
in 1998 and 1997 (in thousands):
For the Six Months Ended
June 30,
1998 1997
Property management fees (included in operating
expenses) $ 120 $ 112
Reimbursement for services of affiliates (included
in general and administrative expenses) 53 57
For the period from January 1, 1997, to August 31, 1997, the Partnership insured
its properties under a master policy through an agency affiliated with the
Managing General Partner with an insurer unaffiliated with the Managing General
Partner. An affiliate of the Managing 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 Managing General
Partner which received payments on these obligations from the agent. The amount
of the Partnership's insurance premiums that accrued to the benefit of the
affiliate of the Managing General Partner by virtue of the agent's obligations
was not significant.
On March 17, 1998, Insignia entered into an agreement to merge its national
residential property management operations, and its controlling interest in IPT,
with Apartment Investment and Management Company ("AIMCO"), a publicly traded
real estate investment trust. The closing, which is anticipated to happen in
the third quarter of 1998, is subject to customary conditions, including
government approvals and the approval of Insignia's shareholders. If the
closing occurs, AIMCO will then control the Managing General Partner of the
Partnership.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
The Partnership's investment properties consist of two apartment complexes. The
following table sets forth the average occupancy of the properties for the six
months ended June 30, 1998 and 1997:
Average
Occupancy
Property 1998 1997
Williamsburg on the Lake Apartments
Indianapolis, Indiana (1) 95% 86%
Huntington Athletic Club Apartments
Morrisville, North Carolina 91% 92%
1) The significant increase in occupancy at Williamsburg on the Lake
Apartments is due to new advertising efforts which increased the property's
leasing traffic, and revised applicant qualification procedures which
positively impacted occupancy. Also, various tenant programs were
implemented, resulting in more lease renewals than in the comparable period
of the previous year.
The Partnership's net income for the six months ended June 30, 1998 was $182,000
versus a net loss of $19,000 for the six months ended June 30, 1997. The
Partnership recognized net income of $29,000 and $5,000 for the three months
ended June 30, 1998 and June 30, 1997, respectively. The increase in net
income for the six months ended June 30, 1998, is primarily due to an increase
in revenues and a decrease in interest expense. The increase in revenues
resulted primarily from an increase in rental income due to an increase in
rental rates at both of the Partnership's investment properties and an increase
in occupancy at Williamsburg on the Lake Apartments. Other income increased as
a result of litigation proceeds received in settlement of an action against a
vendor for installation of defective piping at Huntington Athletic Club
Apartments. The decrease in interest expense relates to the refinancing of the
mortgage encumbering Williamsburg on the Lake Apartments which resulted in the
payment of additional interest in the first quarter of 1997.
Included in operating expense for the six months ended June 30, 1998, is
approximately $29,000 of major repairs and maintenance comprised primarily of
landscaping and exterior building repairs. Included in maintenance expense for
the six months ended June 30, 1997, is approximately $83,000 of major repairs
and maintenance comprised primarily of exterior building repairs and
landscaping.
As part of the ongoing business plan of the Partnership, the Managing General
Partner monitors the rental market environment 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 Managing 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
Managing General Partner will be able to sustain such a plan.
At June 30, 1998, the Partnership had cash and cash equivalents of approximately
$2,309,000 compared to approximately $2,954,000 at June 30, 1997. The net
increase in cash and cash equivalents during the six months ended June 30, 1998
was approximately $532,000 compared to an increase of approximately $1,083,000
during the six months ended June 30, 1997. Net cash provided by operating
activities increased primarily as a result of the increase in total revenues and
the decrease in interest expenses, as discussed above. Also contributing to the
increase in net cash provided by operating activities was a decrease in cash
used for accounts payable related to the timing of payments of accrued expenses.
Net cash used in investing activities increased due to an increase in net
deposits to restricted escrows. Withdrawals were made during the first six
months of 1997 for the construction of a new recreation center at the
Williamsburg on the Lake Apartments property. Net cash used in financing
activities decreased slightly primarily due to a decrease in distributions to
partners. During the six months ended June 30, 1997, the Partnership paid
approximately $8,000 to the North Carolina Department of Revenue for withholding
taxes related to income generated by the Partnership's investment property
located in North Carolina. No cash distributions were paid during the six
months ended June 30, 1998.
The Managing General Partner has extended to the Partnership a $500,000 line of
credit. At the present time, the Partnership has no outstanding amounts due
under this line of credit. Based on present plans, the Managing General Partner
does not anticipate the need to borrow against the line of credit in the near
future. Other than cash and cash equivalents, the line of credit is the
Partnership's only unused source of liquidity.
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 $10,892,000 is amortized over varying
periods. The mortgage encumbering the Huntington Athletic Club Apartments
property requires a balloon payment of $3,211,000 in February 2002. The
mortgage encumbering the Williamsburg on the Lake Apartments property requires
interest only payments with the principal balance of $7,400,000 due November
2003. Future cash distributions will depend on the levels of cash generated from
operations, property sales, and the availability of cash reserves. The General
Partner is planning to make a distribution during September 1998. During the six
month periods ending June 30, 1998 and 1997, no cash distributions were declared
or paid.
Year 2000
The Partnership is dependent upon the Managing 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 "Year 2000 Issue"). 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 Managing 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 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 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.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
In March 1998, several putative unit holders of limited partnership units of the
Partnership commenced an action entitled Rosalie Nuanes, et al. v. Insignia
Financial Group, Inc., et al. in the Superior Court of the State of California
for the County of San Mateo. The plaintiffs named as defendants, among others,
the Partnership, the Managing 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 and its affiliates of
interests in certain general partner entities, past tender offers by Insignia
affiliates to acquire limited partnership units, the management of partnerships
by Insignia affiliates as well as a recently announced agreement between
Insignia and Apartment Investment and Management Company. The complaint seeks
monetary damages and equitable relief, including judicial dissolution of the
Partnership. The Managing General believes the action to be without merit, and
intends to vigorously defend it. On June 24, 1998, the Managing General Partner
filed a motion seeking dismissal of the action.
The Partnership is unaware of any other pending or outstanding litigation that
is not of a routine nature. The Managing 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:
No reports on form 8-K were filed during the three months ended
June 30, 1998.
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.
NATIONAL PROPERTY INVESTORS 8
By: NPI EQUITY INVESTMENTS, INC.
Its Managing General Partner
By: /s/William H. Jarrard, Jr.
William H. Jarrard, Jr.
President and Director
By: /s/Ronald Uretta
Ronald Uretta
Vice President and Treasurer
Date: July 29, 1998
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from
National Property Investors 8 1998 Second Quarter 10-QSB and is qualified
in its entirety by reference to such 10-QSB filing.
</LEGEND>
<CIK> 0000763701
<NAME> NATIONAL PROPERTY INVESTORS 8
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> JUN-30-1998
<CASH> 2,309
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0<F1>
<PP&E> 30,218
<DEPRECIATION> 15,675
<TOTAL-ASSETS> 17,994
<CURRENT-LIABILITIES> 0<F1>
<BONDS> 10,892
0
0
<COMMON> 0
<OTHER-SE> 6,410
<TOTAL-LIABILITY-AND-EQUITY> 17,994
<SALES> 0
<TOTAL-REVENUES> 2,432
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 2,250
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 463
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 182
<EPS-PRIMARY> 4.01<F2>
<EPS-DILUTED> 0
<FN>
<F1>Registrant has an unclassified balance sheet.
<F2>Multiplier is 1.
</FN>
</TABLE>
