FORM 10-QSB/A---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/A
(MarkOne)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1999
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from _________to _________
Commission file number 0-14470
INVESTORS FIRST-STAGED EQUITY L.P.
(Exact name of small business issuer as specified in its charter)
Delaware 36-3310965
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
55 Beattie Place, PO 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___
<PAGE>
PART I - FINANCIAL INFORMATION
(This document amends the Form 10-QSB for the quarter ended September 30, 1999,
due to the reversal of the extraordinary gain on early extinguishment of debt.)
ITEM 1. FINANCIAL STATEMENTS
a)
INVESTORS FIRST-STAGED EQUITY L.P.
CONSOLIDATED BALANCE SHEET
(Unaudited)
(in thousands, except unit data)
September 30, 1999
<TABLE>
<CAPTION>
Assets
<S> <C>
Cash and cash equivalents $ 1,908
Receivables and deposits 872
Restricted escrows 585
Other assets 1,454
Investment properties:
Land $ 8,402
Buildings and related personal property 40,525
48,927
Less accumulated depreciation (27,386) 21,541
$ 26,360
Liabilities and Partners' Deficit
Liabilities
Accounts payable $ 158
Accrued interest 405
Tenant security deposit liabilities 502
Accrued property taxes 125
Other liabilities 106
Advances from affiliates of General Partner 326
Mortgage notes payable 42,203
Partners' Deficit
General partner $ (356)
Limited partners (16,261.152 units issued and
outstanding) (17,109) (17,465)
$ 26,360
</TABLE>
See Accompanying Notes to Consolidated Financial Statements
<PAGE>
b)
INVESTORS FIRST-STAGED EQUITY L.P.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(in thousands, except unit data)
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 30, September 30,
1999 1998 1999 1998
Revenues:
<S> <C> <C> <C> <C>
Rental income $ 2,231 $ 2,059 $ 6,516 $ 6,050
Other income 60 98 204 283
Total revenues 2,291 2,157 6,720 6,333
Expenses:
Operating 641 685 1,946 2,017
General and administrative 45 59 136 198
Depreciation 479 475 1,437 1,403
Interest 828 835 2,459 2,501
Property taxes 125 119 368 346
Loss on disposition of property -- 49 -- 49
Total expenses 2,118 2,222 6,346 6,514
Income (loss) before extraordinary
item 173 (65) 374 (181)
Extraordinary gain on early
extinguishment of debt -- 260 -- 270
Net income $ 173 $ 195 $ 374 $ 89
Net income allocated
to general partners (1%) $ 2 $ 2 $ 4 $ 1
Net income allocated
to limited partners (99%) 171 193 370 88
$ 173 $ 195 $ 374 $ 89
Net income (loss) per limited partnership
unit:
Income (loss) before
extraordinary item $ 10.52 $ (3.96) $ 22.75 $(11.00)
Extraordinary item -- 15.82 -- 16.41
Net income $ 10.52 $ 11.86 $ 22.75 $ 5.41
</TABLE>
See Accompanying Notes to Consolidated Financial Statements
<PAGE>
c)
INVESTORS FIRST-STAGED EQUITY L.P.
CONSOLIDATED STATEMENT OF CHANGES IN PARTNERS' DEFICIT
(Unaudited)
(in thousands, except unit data)
<TABLE>
<CAPTION>
Limited
Partnership General Limited
Units Partner Partners Total
Partners' deficit at
<S> <C> <C> <C> <C> <C> <C>
December 31, 1998 16,261.152 $ (360) $(17,479) $(17,839)
Net income for the nine months
ended September 30, 1999 -- 4 370 374
Partners' deficit
at September 30, 1999 16,261.152 $ (356) $(17,109) $(17,465)
</TABLE>
See Accompanying Notes to Consolidated Financial Statements
<PAGE>
d)
INVESTORS FIRST-STAGED EQUITY L.P.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(in thousands)
<TABLE>
<CAPTION>
Nine Months Ended
September 30,
1999 1998
Cash flows from operating activities:
<S> <C> <C>
Net income $ 374 $ 89
Adjustments to reconcile net income to net cash
provided by operating activities:
Extraordinary gain on early extinguishment of debt -- (270)
Depreciation 1,437 1,403
Amortization of loan costs and leasing commissions 141 145
Loss on disposition of property -- 49
Change in accounts:
Receivables and deposits (134) (104)
Other assets (38) (84)
Accounts payable 79 14
Accrued interest 13 200
Tenant security deposit liabilities 34 48
Accrued property taxes 125 118
Other liabilities (4) (10)
Net cash provided by operating activities 2,027 1,598
Cash flows from investing activities:
Property improvements and replacements (461) (723)
Net (deposits to) withdrawals from restricted escrows (61) 311
Lease commissions paid (39) --
Net cash used in investing activities (561) (412)
Cash flows from financing activities:
Payment of loan costs -- (106)
Payments on mortgage notes payable (742) (2,511)
Advances to affiliates -- 3
Net cash used in financing activities (742) (2,614)
Net increase (decrease) in cash and cash equivalents 724 (1,428)
Cash and cash equivalents at beginning of period 1,184 2,640
Cash and cash equivalents at end of period $ 1,908 $ 1,212
Supplemental disclosure of cash flow information:
Cash paid for interest $ 2,338 $ 2,184
</TABLE>
See Accompanying Notes to Consolidated Financial Statements
<PAGE>
e)
INVESTORS FIRST-STAGED EQUITY L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Note A - Basis of Presentation
The accompanying unaudited consolidated financial statements of Investors
First-Staged Equity L.P. (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 MAERIL, 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, 1999, are not necessarily indicative of
the results that may be expected for the fiscal year ending December 31, 1999.
For further information, refer to the consolidated financial statements and
footnotes thereto included in the Partnership's Annual Report on Form 10-KSB for
the fiscal year ended December 31, 1998.
Principles of Consolidation
The Partnership's consolidated financial statements include the accounts of its
99.99% limited partnership interests in Serramonte, LP, VMS Apartments Portfolio
II and VMS Apartments Portfolio III. The general partner of the consolidated
partnership, MAERIL, Inc., may be removed by the Registrant; therefore, the
consolidated partnership is controlled and consolidated by the Registrant. All
significant interpartnership balances have been eliminated.
Note B - Transfer of Control
Pursuant to a series of transactions which closed on October 1, 1998 and
February 26, 1999, Insignia Financial Group, Inc. and Insignia Properties Trust
merged into Apartment Investment and Management Company, ("AIMCO") a publicly
traded real estate investment trust, with AIMCO being the surviving corporation
(the "Insignia Merger"). As a result, AIMCO acquired 100% ownership interest in
the General Partner. The General Partner does not believe that this transaction
will have a material effect on the affairs and operations of the Partnership.
Note C - Transactions with Affiliates and Related Parties
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 Agreement provides for certain payments to affiliates for
services and as reimbursement of certain expenses incurred by affiliates on
behalf of the Partnership.
During the nine months ended September 30, 1999 and 1998, affiliates of the
General Partner were entitled to receive 5% of gross receipts from both of the
Registrant's residential properties for providing property management services.
The Registrant paid to such affiliates approximately $171,000 and $159,000 for
the nine months ended September 30, 1999 and 1998, respectively. For the nine
months ended September 30, 1998, affiliates of the General Partner were entitled
to receive varying percentages of gross receipts from the Registrant's
commercial property for providing property management services. The Registrant
paid to such affiliates approximately $147,000 for the nine months ended
September 30, 1998. No such fees were paid for the nine months ended September
30, 1999 as these services were provided by an unrelated third party effective
October 1, 1998, the date of the Insignia Merger.
<PAGE>
An affiliate of the General Partner received reimbursement of accountable
administrative expenses amounting to approximately $88,000 and $115,000 for the
nine months ended September 30, 1999 and 1998, respectively. Included in these
expenses for the nine months ended September 30, 1999 is approximately $6,000 in
reimbursements for construction oversight costs. There were no such costs
incurred for the nine months ended September 30, 1998.
During the nine months ended September 30, 1998 the Partnership paid affiliates
of the General Partner approximately $40,000 for loan costs which were
capitalized and are included in other assets in the accompanying consolidated
balance sheet. These loan costs related to the refinancing of the investment
properties. There were no such costs incurred for the nine months ended
September 30, 1999.
In prior years the Partnership was advanced funds from a former General Partner
in order to meet its existing obligations. Interest accrues on these advances at
rates agreed to by the Partnership and the former general partner. The interest
rates at September 30, 1999 ranged from 4.70% to 9.50%. The unpaid balance on
these advances at September 30, 1999 and the related accrued interest is
approximately $326,000 and $143,000, respectively.
On May 13, 1999, AIMCO Properties, L.P., an affiliate of the general partner
commenced a tender offer to purchase up to 7,317.52 (approximately 45.00% of the
total outstanding units) units of limited partnership interest in the
Partnership for a purchase price of $183 per unit. The offer expired on June 29,
1999. Pursuant to the offer, AIMCO Properties, L.P. acquired 2,450.79 units. As
a result, AIMCO and its affiliates currently own 2,464.1250 units of limited
partnership interest in the Partnership representing approximately 15.15% of the
total outstanding units. It is possible that AIMCO or its affiliates will make
one or more additional offers to acquire additional limited partnership
interests in the Partnership for cash or in exchange for units in the operating
partnership of AIMCO.
Note D - Segment Information
Description of the types of products and services from which the reportable
segment derives its revenues:
The Partnership has two reportable segments: residential properties and a
commercial property. The Partnership's residential property segment consists of
two apartment complexes located in California. The Partnership rents apartment
units to tenants for terms that are typically twelve months or less. The
commercial property segment consists of office space located in Serramonte,
California. This property leases space to management, restaurant, and dental
enterprises at terms ranging from month to month to ten years.
Measurement of segment profit or loss:
The Partnership evaluates performance based on net income. The accounting
policies of the reportable segments are the same as those of the Partnership as
described in the Partnership's Annual Report on Form 10-KSB for the year ended
December 31, 1998.
Factors management used to identify the enterprise's reportable segment:
The Partnership's reportable segments consist of investment properties that
offer different products and services. The reportable segments are each managed
separately because they provide distinct services with different types of
products and customers.
<PAGE>
Segment information for the nine months ended September 30, 1999 and 1998 is
shown in the tables below. The "Other" column includes Partnership
administration related items and income and expense not allocated to the
reportable segments.
<TABLE>
<CAPTION>
1999 Residential Commercial Other Totals
(in thousands)
<S> <C> <C> <C> <C>
Rental income $ 4,128 $ 2,388 $ -- $6,516
Other income 171 17 16 204
Interest expense 1,654 805 -- 2,459
Depreciation 1,074 363 -- 1,437
Gain on extraordinary item 1,105 -- -- 1,105
Segment profit (loss) 82 412 (120) 374
Total assets 17,225 8,367 768 26,360
Capital expenditures 309 152 -- 461
</TABLE>
<TABLE>
<CAPTION>
1998 Residential Commercial Other Totals
(in thousands)
<S> <C> <C> <C> <C>
Rental income $ 3,744 $ 2,306 $ -- $6,050
Other income 193 18 72 283
Interest expense 1,688 813 -- 2,501
Depreciation 1,072 331 -- 1,403
General and administrative expense -- -- 198 198
Loss on disposal of assets 49 -- -- 49
Gain on extraordinary item 270 -- -- 270
Segment profit (loss) (187) 402 (126) 89
Total assets 17,816 8,215 679 26,710
Capital expenditures 422 301 -- 723
</TABLE>
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS
The matters discussed in this Form 10-QSB contain certain forward-looking
statements and involve risks and uncertainties (including changing market
conditions, competitive and regulatory matters, etc.) detailed in the
disclosures contained in this Form 10-QSB and the other filings with the
Securities and Exchange Commission made by the Registrant from time to time. The
discussions 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
operations. 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 two apartment complexes and
one commercial property. The following table sets forth the average occupancy
for these properties for the nine months ended September 30, 1999 and 1998:
Average Occupancy
Property 1999 1998
Rivercrest Village Apartments 92% 89%
Sacramento, California
Richardson Highlands Apartments 99% 99%
Marin City, California
Serramonte Plaza 98% 96%
Daly City, California
The General Partner attributes the increase in occupancy at Rivercrest Village
Apartments to improved conditions in the apartment industry in the Sacramento
area.
Results of Operations
The Registrant's net income for the three and nine months ended September 30,
1999 was approximately $173,000 and $374,000, respectively, as compared to a net
income of approximately $195,000 and $89,000 for the three and nine months ended
September 30, 1998. The increase in net income for the nine months ended
September 30, 1999 is primarily attributable to an increase in income (loss)
before extraordinary item partially offset by a decrease in extraordinary gain
on early extinguishment of debt.
The Registrant's income before extraordinary items for the three and nine months
ended September 30, 1999 was approximately $173,000 and $374,000 as compared to
a loss of approximately $65,000 and $181,000 for the three and nine months ended
September 30, 1998. The increase in net income before extraordinary item for
both the three and nine months ended September 30, 1999, was due to an increase
in total revenues and a decrease in total expenses. The increase in total
revenues was the result of an increase in rental income, which was primarily
attributable to the increase in occupancy at Rivercrest Village Apartments and
Serramonte Plaza and an increase in average annual rental rates at Rivercrest
Village Apartments and Richardson Highlands Apartments. The increase in rental
income was partially offset by a decrease in other income. Other income
decreased primarily due to lower interest income as a result of a decrease in
cash balances held in interest bearing accounts.
Total expenses decreased for the three and nine months ended September 30, 1999
as a result of decreases in operating, general and administrative and interest
expenses and a loss on disposition of property which was recognized during 1998.
These expenses were partially offset by an increase in depreciation and property
tax expense. Depreciation expense increased as a result of the significant
capital improvements put in service during 1998 and the first nine months of
1999. Property tax expense increased as a result of an increase in the tax rate
for Rivercrest Village Apartments. Operating expense decreased as a result of a
decrease in maintenance and insurance expenses. Maintenance expense decreased
due to interior and exterior improvements performed at Rivercrest Village
Apartments and Richardson Highlands Apartments during the three and nine months
ended September 30, 1998. Insurance expense decreased due to the change in
insurance carriers at the Registrant's investment properties during the fourth
quarter of 1998 which resulted in lower insurance premiums. The loss on
disposition of property was attributable to the write off of the undepreciated
value of roofs that were replaced at Rivercrest Village Apartments and
Richardson Highlands Apartments during the nine months ended September 30, 1998.
Interest expense decreased due to principal payments made on the properties
first and second mortgages. General and administrative expense decreased as a
result of a decrease in professional expenses and general costs of the
Partnership. Included in general and administrative expenses for the nine months
ended September 30, 1999 and 1998 are management reimbursements to the General
Partner allowed under the Partnership Agreement. In addition, costs associated
with the quarterly and annual communications with investors and regulatory
agencies and the annual audit required by the Partnership Agreement are also
included.
As part of the ongoing business plan of the Partnership, the 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 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.
Liquidity and Capital Resources
At September 30, 1999, the Registrant had cash and cash equivalents of
approximately $1,908,000 as compared to approximately $1,212,000 at September
30, 1998. Cash and cash equivalents increased approximately $724,000 for the
nine months ended September 30, 1999 from the Registrant's fiscal year end,
primarily due to approximately $2,027,000 of cash provided by operating
activities, which was partially offset by approximately $742,000 of cash used in
financing activities and approximately $561,000 of cash used in investing
activities. Cash used in financing activities consisted of principal payments on
the mortgages encumbering the Registrant's properties. Cash used in investing
activities consisted of property improvements and replacements, net deposits to
the escrow accounts maintained by the mortgage lender and the payment of lease
commissions. 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 properties 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. Capital improvements planned
for each of the Partnership's properties are detailed below.
Rivercrest Village Apartments
Based on a report received from an independent third party consultant analyzing
necessary exterior improvements and estimates made by the General Partner on
interior improvements, it is estimated that the property requires approximately
$365,000 of capital improvements over the next few years. Capital improvements
budgeted for, but not limited to, approximately $467,000 are planned for 1999 at
this property which include certain of the required improvements and consist of
clubhouse renovations, carpet replacement and other interior improvements. As of
September 30, 1999 approximately $45,000 of capital improvements have been
incurred consisting primarily of appliance and floor covering replacements and
landscaping. These improvements were funded from Partnership reserves.
Richardson Highlands Apartments
Based on a report received from an independent third party consultant analyzing
necessary exterior improvements and estimates made by the General Partner on
interior improvements, it is estimated that the property requires approximately
$213,000 of capital improvements over the next few years. Capital improvements
budgeted for, but not limited to, approximately $213,000 are planned for 1999 at
this property which include certain of the required improvements and consist of
balcony and stairway replacements, carpet, cabinet, countertop and roof
replacements, parking lot and other building improvements. As of September 30,
1999 approximately $264,000 of capital improvements have been incurred
consisting primarily of interior improvements, appliance and floor covering
replacement, balconies and parking area improvements, roof replacements and
other building improvements. These improvements were funded from Partnership
reserves and operations.
Serramonte Plaza
Based on a report received from an independent third party consultant analyzing
necessary exterior improvements and estimates made by the General Partner on
interior improvements, it is estimated that the property requires approximately
$1,000,000 of capital improvements over the next few years. Capital improvements
budgeted for, but not limited to, approximately $423,000 are planned for 1999 at
this property which include certain of the required improvements and consist of
door and entrance way and parking lot improvements and tenant improvements. As
of September 30, 1999 approximately $152,000 of capital improvements have been
incurred consisting primarily of tenant improvements. These improvements were
funded from Partnership reserves and operations. The Partnership recently
entered into a contract to sell Serramonte Plaza to an unaffiliated third party.
The sale, which is conditioned upon the purchaser completing its due diligence
review of the property and other customary conditions, is expected to close, if
at all, prior to year end. There can be no assurance, however, that the sale
will be consummated, or if consummated, on what terms or in what time frame.
The additional capital expenditures will be incurred only if cash is available
from operations or 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 $42,203,000 matures from January 2000 until
January 2008, with balloon payments due at maturity, at which time the
properties will either be refinanced and/or sold. Agreements connected with the
second mortgages for Richardson Highlands and Rivercrest Village allow for the
lender to receive fifty percent of any residual proceeds from the sale or
refinancing of the properties after the payment of all mortgage notes payable
and other liabilities.
No cash distributions were paid during the nine months ended September 30, 1999
and 1998. The Registrant's distribution policy is reviewed on an annual basis.
Future cash distributions will depend on the levels of net cash generated from
operations, the availability of cash reserves, debt maturities, refinancings,
and/or property sales. There can be no assurance, however, that the Registrant
will generate sufficient funds from operations, after required capital
improvement expenditures, to permit distributions to its partners in 1999 or
subsequent periods.
<PAGE>
Tender Offer
On May 13, 1999, AIMCO Properties, L.P., an affiliate of the General Partner
commenced a tender offer to purchase up to 7,317.52 (approximately 45.00% of the
total outstanding units) units of limited partnership interest in the
Partnership for a purchase price of $183 per unit. The offer expired on June 29,
1999. Pursuant to the offer, AIMCO Properties, L.P. acquired 2,450.79 units. As
a result, AIMCO and its affiliates currently own 2,464.1250 units of limited
partnership interest in the Partnership representing approximately 15.15% of the
total outstanding units. It is possible that AIMCO or its affiliates will make
one or more additional offers to acquire additional limited partnership
interests in the Partnership for cash or in exchange for units in the operating
partnership of AIMCO.
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 General Partner and its affiliates for management and
administrative services ("Managing Agent"). Any of the computer programs or
hardware that have date-sensitive software or embedded chips may recognize a
date using "00" as the year 1900 rather than the year 2000. This could result in
a system failure or miscalculations causing disruptions of operations,
including, among other things, a temporary inability to process transactions,
send invoices, or engage in similar normal business activities.
Over the past two years, the Managing Agent has determined that it will be
required to modify or replace significant portions of its software and certain
hardware so that those systems will properly utilize dates beyond December 31,
1999. The Managing Agent presently believes that with modifications or
replacements of existing software and certain hardware, the Year 2000 issue can
be mitigated. However, if such modifications and replacements are not made, or
not completed in time, the Year 2000 issue could have a material impact on the
operations of the Partnership.
The Managing Agent's plan to resolve Year 2000 issues involves four phases:
assessment, remediation, testing, and implementation. To date, the Managing
Agent has fully completed its assessment of all the information systems that
could be significantly affected by the Year 2000, and has begun the remediation,
testing and implementation phases on both hardware and software systems.
Assessments are continuing in regards to embedded systems. The status of each is
detailed below.
Status of Progress in Becoming Year 2000 Compliant, Including Timetable for
Completion of Each Remaining Phase
Computer Hardware:
During 1997 and 1998, the Managing Agent identified all of the computer systems
at risk and formulated a plan to repair or replace each of the affected systems.
In August 1998, the main computer system used by the Managing Agent became fully
functional. In addition to the main computer system, PC-based network servers,
routers and desktop PCs were analyzed for compliance. The Managing Agent has
begun to replace each of the non-compliant network connections and desktop PCs
and, as of September 30, 1999, had virtually completed 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.
<PAGE>
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.
In April 1999 the Managing Agent embarked on a data center consolidation project
that unifies its core financial systems under its Year 2000 compliant system.
The estimated completion date for this project is October 1999.
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 testing process was
completed in June 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 virtually all of the server operating systems.
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.
A pre-assessment of the properties by the Managing Agent has indicated virtually
no Year 2000 issues. A complete, formal assessment of all the properties by the
Managing Agent was virtually completed by September 30, 1999. Any operating
equipment that is found non-compliant will be repaired or replaced.
The total cost incurred for all properties managed by the Managing Agent as of
September 30, 1999 to replace or repair the operating equipment was
approximately $75,000. The Managing Agent estimates the cost to replace or
repair any remaining operating equipment is approximately $125,000.
The Managing Agent continues to have "awareness campaigns" throughout the
organization designed to raise awareness and report any possible compliance
issues regarding operating equipment within its enterprise.
Nature and Level of Importance of Third Parties and Their Exposure to the Year
2000
The Managing Agent has banking relationships with three major financial
institutions, all of which have designated their compliance. The Managing Agent
has updated data transmission standards with all of the financial institutions.
All financial institutions have communicated that they are Year 2000 compliant
and accordingly no accounts were required to be moved from the existing
financial institutions.
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 $2.9 million ($0.7 million expenses
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.
<PAGE>
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:
None filed during the quarter ended September 30, 1999.
<PAGE>
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.
INVESTORS FIRST-STAGED EQUITY L.P.
(Registrant)
By: Maeril, Inc.,
its General Partner
By: /s/Patrick J. Foye
Patrick J. Foye
Executive Vice President
By: /s/Martha L. Long
Martha L. Long
Senior Vice President and
Controller
Date:
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from Investors
First-Staged Equity 1999 Third Quarter 10-QSB/A and is qualified in its entirety
by reference to such 10-QSB/A filing.
</LEGEND>
<CIK> 0000768834
<NAME> Investors First-Staged Equity
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> SEP-30-1999
<CASH> 1,908
<SECURITIES> 0
<RECEIVABLES> 872
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0 <F1>
<PP&E> 48,927
<DEPRECIATION> (27,386)
<TOTAL-ASSETS> 26,360
<CURRENT-LIABILITIES> 0 <F1>
<BONDS> 42,203
0
0
<COMMON> 0
<OTHER-SE> (17,465)
<TOTAL-LIABILITY-AND-EQUITY> 26,360
<SALES> 0
<TOTAL-REVENUES> 6,720
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 6,346
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 2,459
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 374
<EPS-BASIC> 22.75 <F2>
<EPS-DILUTED> 0
<FN>
<F1> Registrant has an unclassified balance sheet. <F2> Multiplier is 1.
</FN>
</TABLE>
