FORM 10-QSB--QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Quarterly or Transitional Report
(As last amended by 34-32231, eff. 6/3/93.)
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 June 30, 1996
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 0-10255
SHELTER PROPERTIES I LIMITED PARTNERSHIP
(Exact name of small business issuer as specified in its charter)
South Carolina 57-0707398
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
One Insignia Financial Plaza, P.O. Box 1089
Greenville, South Carolina 29602
(Address of principal executive offices) (Zip Code)
Issuer's telephone number (864) 239-1000
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 I LIMITED PARTNERSHIP
CONSOLIDATED BALANCE SHEET
(Unaudited)
June 30, 1996
Assets
Cash and cash equivalents:
Unrestricted $ 1,349,715
Restricted--tenant security deposits 128,878
Accounts receivable 15,381
Escrow for taxes 106,836
Restricted escrows 383,724
Other assets 201,219
Investment properties:
Land $ 1,427,509
Buildings and related personal property 17,698,002
19,125,511
Less accumulated depreciation (12,628,781) 6,496,730
$ 8,682,483
Liabilities and Partners' Deficit
Liabilities
Accounts payable $ 66,534
Tenant security deposits 126,926
Accrued taxes 88,039
Other liabilities 291,489
Mortgage notes payable 9,216,791
Partners' Deficit
General partners $ (50,443)
Limited partners (15,000 units
issued and outstanding) (1,056,853) (1,107,296)
$ 8,682,483
See Accompanying Notes to Consolidated Financial Statements
b) SHELTER PROPERTIES I LIMITED PARTNERSHIP
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
Three Months Ended Six Months Ended
June 30, June 30,
1996 1995 1996 1995
Revenues:
Rental income $1,101,204 $1,066,924 $2,238,766 $2,158,952
Other income 62,913 59,756 126,929 100,219
Total revenues 1,164,117 1,126,680 2,365,695 2,259,171
Expenses:
Operating 389,097 386,394 757,156 767,695
General and administrative 36,698 116,738 79,652 159,509
Maintenance 179,322 138,951 311,355 232,526
Depreciation 155,517 192,858 307,166 362,120
Interest 234,627 240,752 471,127 484,254
Property taxes 60,877 62,592 126,140 126,710
Total expenses 1,056,138 1,138,285 2,052,596 2,132,814
Net income (loss) $ 107,979 $ (11,605) $ 313,099 $ 126,357
Net income (loss) allocated
to general partners (1%) $ 1,080 $ (116) $ 3,131 $ 1,264
Net income (loss) allocated
to limited partners (99%) 106,899 (11,489) 309,968 125,093
$ 107,979 $ (11,605) $ 313,099 $ 126,357
Net income (loss) per
limited partnership unit $ 7.12 $ (.77) $ 20.66 $ 8.34
<FN>
See Accompanying Notes to Consolidated Financial Statements
c) SHELTER PROPERTIES I LIMITED PARTNERSHIP
CONSOLIDATED STATEMENT OF CHANGES IN PARTNERS' DEFICIT
(Unaudited)
Limited
Partnership General Limited
Units Partners Partners Total
Original capital contributions 15,000 $ 2,000 $15,000,000 $15,002,000
Partners' deficit
at December 31, 1995 15,000 $(53,520) $(1,361,481) $(1,415,001)
Distributions to partners (54) (5,340) (5,394)
Net income for the six
months ended June 30, 1996 3,131 309,968 313,099
Partners' deficit at
June 30, 1996 15,000 $(50,443) $(1,056,853) $(1,107,296)
<FN>
See Accompanying Notes to Consolidated Financial Statements
d) SHELTER PROPERTIES I LIMITED PARTNERSHIP
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
Six Months Ended
June 30,
1996 1995
Cash flows from operating activities:
Net income $ 313,099 $ 126,357
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation 307,166 362,120
Amortization of discounts and loan costs 60,765 59,915
Change in accounts:
Restricted cash 4,850 (6,279)
Accounts receivable (2,769) (8,806)
Escrows for taxes (20,513) (28,998)
Other assets (11,093) (8,347)
Accounts payable (74,882) 32,010
Tenant security deposit liabilities (4,960) 9,151
Accrued taxes 88,039 89,032
Other liabilities 7,611 6,081
Net cash provided by operating activities 667,313 632,236
Cash flows from investing activities:
Property improvements and replacements (117,265) (92,227)
Deposits to restricted escrows (25,277) (37,342)
Receipts from restricted escrows -- 26,869
Net cash used in investing activities (142,542) (102,700)
Cash flows from financing activities:
Payments on mortgage notes payable (192,770) (177,722)
Distributions to partners (5,394) (156,998)
Loan costs (44,800) --
Net cash used in financing activities (242,964) (334,720)
Net increase in cash 281,807 194,816
Cash and cash equivalents at beginning of period 1,067,908 757,301
Cash and cash equivalents at end of period $1,349,715 $ 952,117
Supplemental disclosure of cash flow information:
Cash paid for interest $ 410,363 $ 425,408
<FN>
See Accompanying Notes to Consolidated Financial Statements
e) SHELTER PROPERTIES I LIMITED PARTNERSHIP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Note A - Basis of Presentation
The accompanying unaudited financial statements of Shelter Properties I 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 Article 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 the Corporate General Partner, all adjustments (consisting of normal
recurring accruals) considered necessary for a fair presentation have been
included. Operating results for the six month period ended June 30, 1996, are
not necessarily indicative of the results that may be expected for the fiscal
year ending December 31, 1996. 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, 1995.
Certain reclassifications have been made to the 1995 information to conform to
the 1996 presentation.
Cash and Cash Equivalents:
Unrestricted - Unrestricted cash includes cash on hand and in banks and
Certificates of Deposit with original maturities less than 90 days. At certain
times, the amount of cash deposited at a bank may exceed the limit on insured
deposits.
Restricted cash - tenant security deposits - The Partnership requires security
deposits from lessees for the duration of the lease and such deposits are
considered restricted cash. Deposits are refunded when the tenant vacates,
provided the tenant has not damaged its space and is current on its rental
payments.
Note B - 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.
Six Months Ended
June 30,
1996 1995
Net cash provided by operating activities $ 667,313 $ 632,236
Payments on mortgage notes payable (192,770) (177,722)
Property improvements and replacements (117,265) (92,227)
Change in restricted escrows, net (25,277) (10,473)
Changes in reserves for net operating
liabilities 58,517 (83,844)
Additional reserves (391,000) (270,000)
Net cash used in operations $ (482) $ (2,030)
In 1996 and 1995, the Corporate General Partner believed it to be in the best
interest of the Partnership to reserve an additional $391,000 and $270,000,
respectively, to fund continuing capital improvements and maintenance items at
the four properties. In addition to the capital improvements, the Corporate
General Partner reserved additional amounts in 1996 for costs associated with
the possible refinancing of certain of the debt encumbering the Partnership's
investment properties.
Note C - Transactions with Affiliated Parties
The Partnership has no employees and is dependent on the Corporate General
Partner and its affiliates for the management and administration of all
partnership activities. The Partnership Agreement provides for payments to
affiliates for services and as reimbursement of certain expenses incurred by
affiliates on behalf of the Partnership. Balances and other transactions with
Insignia Financial Group, Inc. ("Insignia") and certain of its affiliates in
1996 and 1995 are as follows:
Six Months Ended
June 30,
1996 1995
Property management fees $118,519 $112,043
Reimbursement for services of affiliates 41,136 32,853
Due to general partners 100,797 100,797
The Partnership insures its properties under a master policy through an agency
and insurer unaffiliated with the Corporate General Partner. An affiliate of
the Corporate General Partner acquired, in the acquisition of a business,
certain financial obligations from an insurance agency which was later acquired
by the agent who placed the current year's master policy. The current agent
assumed the financial obligations to the affiliate of the Corporate General
Partner, who receives payments on these obligations from the agent. The amount
of the Partnership's insurance premiums accruing to the benefit of the affiliate
of the Corporate General Partner by virtue of the agent's obligations is not
significant.
Note D - Contingencies
The Corporate General Partner owns 100 Limited Partnership Units ("Units"). On
or about April 26 and 27, 1995, six entities ("Affiliated Purchaser") affiliated
with the Partnership commenced tender offers for limited partner interests in
six limited partnerships, including the Partnership (collectively, the "Shelter
Properties Partnerships"). On May 27, 1995, the Affiliated Purchaser acquired
3,999 units of the Partnership pursuant to the tender offer. On or about May
12, 1995, in the United States District Court for the District of South
Carolina, certain limited partners of the Shelter Properties Partnerships
commenced a lawsuit, on behalf of themselves, on behalf of a putative class of
plaintiffs, and derivatively on behalf of the partnerships, challenging the
actions taken by defendants (including Insignia, the acquiring entities and
certain officers of Insignia) in the management of the Shelter Properties
Partnerships and in connection with the tender offers and certain other matters.
The plaintiffs alleged that, among other things: (i) the defendants
intentionally mismanaged the partnerships and acted contrary to the limited
partners' best interests by prolonging the existence of the partnerships in
order to perpetuate the revenues derived by Insignia (an affiliate of the
Corporate General Partner) and its affiliates from the partnerships, (ii) the
defendants' actions reduced the demand for the partnerships' limited partner
interests in the limited resale market by artificially depressing the trading
prices for limited partners interests in order to create a favorable environment
for the tender offers; (iii) through the tender offers, the acquiring entities
sought to acquire effective voting control over the partnerships while paying
highly inadequate prices; and (iv) the documents disseminated to the class in
connection with the tender offers contained false and misleading statements and
omissions of material facts concerning such issues as the advantages to limited
partners of tendering pursuant to the tender offers, the true value of the
interest, the true financial condition of the partnerships, the factors
affecting the likelihood that properties owned by the partnerships will be sold
or liquidated in the near future, the liquidity and true value of the limited
partner interests, the reasons for the limited secondary market for limited
partner interests, and the true nature of the market for the underlying real
estate assets owned by the Shelter Properties Partnerships all in violation
of the federal securities laws.
On September 27, 1995, the parties entered into a stipulation to settle the
matter. The principal terms of the stipulation require supplemental payments to
tendering limited partners aggregating approximately $6 million to be paid by
the Affiliated Purchaser, of which approximately $570,000 is Shelter Properties
I's portion; waiver by the Shelter Properties Partnerships' general partners of
any right to certain proceeds from a sale or refinancing of the partnerships'
properties; some restrictions on Insignia's ability to vote the limited partner
interests it acquired; payment of $1.25 million (which amount is divided among
the various partnerships and acquiring entities) for plaintiffs' attorney fees
and expenses in the litigation; and general releases of all the defendants.
On June 24, 1996, after notice to the class and a hearing on the fairness and
adequacy of notice and the terms of settlement, the court orally approved the
settlement. Plaintiffs' counsel has not yet submitted a formal written order
for approval. If no appeal is taken within thirty days after the court enters
that formal order, the settlement will become effective. No class member
appeared at the hearing to oppose the settlement and thus it appears that an
appeal is unlikely. While approximately 60 unit holders opted out of the
settlement, no more than 1% of the unit holders in any one of the Shelter
Properties Partnerships opted out.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
The Partnership's investment properties consists of four apartment complexes.
The following table sets forth the average occupancy of the properties for the
six months ended June 30, 1996 and 1995:
Average
Occupancy
Property 1996 1995
Quail Hollow Apartments
West Columbia, South Carolina 97% 93%
Windsor Hills Apartments
Blacksburg, Virginia 95% 97%
Rome Georgian Apartments
Rome, Georgia 85% 91%
Stone Mountain West Apartments
Stone Mountain, Georgia 97% 97%
The Corporate General Partner attributes the increase in occupancy at Quail
Hollow Apartments to the increase in efficiencies with respect to the
preparation of apartments for rent after move-outs and the continued upgrading
of the interiors of the apartments. The Corporate General Partner attributes
the decrease in occupancy at Rome Georgian Apartments to management's efforts to
reposition the tenant base. Management is improving the appearance of the
property and increasing resident qualification standards in order to reduce
fluctuations in occupancy, repairs, and delinquencies normally associated with
college tenants. With these improvements, management expects a steady increase
in occupancy in future quarters.
The Partnership's net income for the six months ended June 30, 1996, was
$313,099 with the second quarter having income of $107,979. The Partnership
reported net income of $126,357 and a loss of $11,605 for the corresponding
periods in 1995. The increase in net income is attributable to an increase in
other income and a decrease in general and administrative expense and
depreciation expense for the three and six months ended June 30, 1996. Other
income increased due to an increase in fees related to tenant turnover and rate
increases for pet and application fees. Depreciation expense decreased as the
original cost of the buildings became fully depreciated during the year ended
December 31, 1995. In addition, general and administrative expense decreased
due to the reduced legal fees and professional fees. Partially offsetting the
increase in net income was an increase in maintenance expense due to increased
interior and exterior improvements, landscaping, yards and grounds repair, and
wallpaper expense incurred to maintain and improve the appeal of all properties
within the Partnership. Also contributing to the increase in maintenance
expense was the cost of resurfacing the tennis court at Quail Hollow and an
increase in snow removal at Windsor Hills due to the harsh winter.
As part of the ongoing business plan of the Partnership, the Corporate General
Partner monitors the rental market environment of its investment property to
assess the feasibility of increasing rent, maintaining or increasing occupancy
levels and protecting the Partnership from increases in expense. 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.
At June 30, 1996, the Partnership had unrestricted cash of $1,349,715 as
compared to $952,117 at June 30, 1995. Net cash provided by operating
activities remained relatively constant for the six months ended June 30, 1996,
as compared to the same period in 1995. Net cash used in investing activities
increased for the six months ended June 30, 1996, as compared to the same period
in 1995 due to a reduction of net deposits to restricted escrows and an increase
in property improvements. Net cash used by restricted escrows decreased in 1996
due to reserves being used in the prior year to fund capital improvements. Net
cash used in financing activities decreased in 1996 due to a decrease in
distributions made to partners during the six months ended June 30, 1996.
Offsetting this decrease was an increase in costs incurred as a result of the
possible refinancing of certain of the debt encumbering the Partnership's
investment properties.
The Partnership has no material capital programs scheduled to be performed in
1996, although certain routine capital expenditures and maintenance expenses
have been budgeted. These capital expenditures and maintenance expenses will be
incurred only if cash is available from operations or is received from the
capital reserve account.
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 Partnership. Such assets are currently thought
to be sufficient for any near-term needs of the partnership. The mortgage
indebtedness of $9,216,791, net of discount, is amortized over varying periods.
In addition, the mortgage notes require balloon payments ranging from November
15, 2002 to May 1, 2006, at which time the properties will either be refinanced
or sold. The Corporate General Partner is currently assessing the feasibility of
refinancing the mortgages encumbering Quail Hollow, Rome Georgian and Stone
Mountain West. Future cash distributions will depend on the levels of net cash
generated from operations, refinancings, property sales and the availability of
cash reserves. During the six months ended June 30, 1996, distributions in the
amount of $5,394 were paid on behalf of the partners to the State of South
Carolina related to the taxable income generated by Quail Hollow in 1995.
During the first three months of 1995 distributions in the amount of $150,000
were declared and paid in addition to the distribution paid on behalf of the
partners to the State of South Carolina related to the taxable income on Quail
Hollow.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
The Corporate General Partner owns 100 Limited Partnership Units ("Units"). On
or about April 26 and 27, 1995, six entities ("Affiliated Purchaser") affiliated
with the Partnership commenced tender offers for limited partner interests in
six limited partnerships, including the Partnership (collectively, the "Shelter
Properties Partnerships"). On May 27, 1995, the Affiliated Purchaser acquired
3,999 units of the Partnership pursuant to the tender offer. On or about May
12, 1995, in the United States District Court for the District of South
Carolina, certain limited partners of the Shelter Properties Partnerships
commenced a lawsuit, on behalf of themselves, on behalf of a putative class of
plaintiffs, and derivatively on behalf of the partnerships, challenging the
actions taken by defendants (including Insignia, the acquiring entities and
certain officers of Insignia) in the management of the Shelter Properties
Partnerships and in connection with the tender offers and certain other matters.
The plaintiffs alleged that, among other things: (i) the defendants
intentionally mismanaged the partnerships and acted contrary to the limited
partners' best interests by prolonging the existence of the partnerships in
order to perpetuate the revenues derived by Insignia (an affiliate of the
Corporate General Partner) and its affiliates from the partnerships, (ii) the
defendants' actions reduced the demand for the partnerships' limited partner
interests in the limited resale market by artificially depressing the trading
prices for limited partners interests in order to create a favorable environment
for the tender offers; (iii) through the tender offers, the acquiring entities
sought to acquire effective voting control over the partnerships while paying
highly inadequate prices; and (iv) the documents disseminated to the class in
connection with the tender offers contained false and misleading statements and
omissions of material facts concerning such issues as the advantages to limited
partners of tendering pursuant to the tender offers, the true value of the
interest, the true financial condition of the partnerships, the factors
affecting the likelihood that properties owned by the partnerships will be sold
or liquidated in the near future, the liquidity and true value of the limited
partner interests, the reasons for the limited secondary market for limited
partner interests, and the true nature of the market for the underlying real
estate assets owned by the Shelter Properties Partnerships, all in violation of
the federal securities laws.
On September 27, 1995, the parties entered into a stipulation to settle the
matter. The principal terms of the stipulation require supplemental payments to
tendering limited partners aggregating approximately $6 million to be paid by
the Affiliated Purchaser, of which approximately $570,000 is Shelter Properties
I's portion; waiver by the Shelter Properties Partnerships' general partners of
any right to certain proceeds from a sale or refinancing of the partnerships'
properties; some restrictions on Insignia's ability to vote the limited partner
interests it acquired; payment of $1.25 million (which amount is divided among
the various partnerships and acquiring entities) for plaintiffs' attorney fees
and expenses in the litigation; and general releases of all the defendants.
On June 24, 1996, after notice to the class and a hearing on the fairness and
adequacy of notice and the terms of settlement, the court orally approved the
settlement. Plaintiffs' counsel has not yet submitted a formal written order
for approval. If no appeal is taken within thirty days after the court enters
that formal order, the settlement will become effective. No class member
appeared at the hearing to oppose the settlement and thus it appears that an
appeal is unlikely. While approximately 60 unit holders opted out of the
settlement, no more than 1% of the unit holders in any one of the Shelter
Properties Partnerships opted out.
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 June 30, 1996.
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 I LIMITED PARTNERSHIP
By: Shelter Realty I Corporation
Corporate General Partner
By:/s/ William H. Jarrard, Jr.
William H. Jarrard, Jr.
President and Director
By:/s/ Ronald Uretta
Ronald Uretta
Treasurer
(Principal Financial Officer
and Principal Accounting Officer)
Date: July 30, 1996