FORM 10-QSB--QUARTERLY REPORT UNDER SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
UNITED STATES
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, 1997
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 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) SHELTER PROPERTIES I LIMITED PARTNERSHIP
CONSOLIDATED BALANCE SHEET
(in thousands, except unit data)
(Unaudited)
June 30, 1997
Assets
Cash and cash equivalents:
Unrestricted $ 1,862
Restricted--tenant security deposits 127
Accounts receivable 15
Escrow for taxes 120
Restricted escrows 1,036
Other assets 377
Investment properties:
Land $ 1,428
Buildings and related personal property 18,069
19,497
Less accumulated depreciation (13,257) 6,240
$ 9,777
Liabilities and Partners' Deficit
Liabilities
Accounts payable $ 91
Tenant security deposits 127
Accrued taxes 88
Other liabilities 250
Mortgage notes payable 11,517
Partners' Deficit
General partners $ (50)
Limited partners (15,000 units
issued and outstanding) (2,246) (2,296)
$ 9,777
See Accompanying Notes to Consolidated Financial Statements
b) SHELTER PROPERTIES I LIMITED PARTNERSHIP
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per unit data)
(Unaudited)
Three Months Ended Six Months Ended
June 30, June 30,
1997 1996 1997 1996
Revenues:
Rental income $1,166 $1,101 $2,338 $2,239
Interest income 30 16 63 32
Other income 54 47 99 95
Total revenues 1,250 1,164 2,500 2,366
Expenses:
Operating 426 389 829 757
General and administrative 53 37 83 80
Maintenance 194 179 347 312
Depreciation 154 155 305 307
Interest 240 235 481 471
Property taxes 64 61 126 126
Total expenses 1,131 1,056 2,171 2,053
Net income $ 119 $ 108 $ 329 $ 313
Net income allocated
to general partners (1%) $ 1 $ 1 $ 3 $ 3
Net income allocated
to limited partners (99%) 118 107 326 310
$ 119 $ 108 $ 329 $ 313
Net income per
limited partnership unit $ 7.86 $ 7.12 $21.70 $20.66
See Accompanying Notes to Consolidated Financial Statements
c) SHELTER PROPERTIES I LIMITED PARTNERSHIP
CONSOLIDATED STATEMENT OF CHANGES IN PARTNERS' DEFICIT
(in thousands, except unit data)
(Unaudited)
Limited
Partnership General Limited
Units Partners Partners Total
Original capital contributions 15,000 $ 2 $15,000 $ 15,002
Partners' deficit
at December 31, 1996 15,000 $(53) $(1,314) $ (1,367)
Distributions to partners -- -- (1,258) (1,258)
Net income for the six
months ended June 30, 1997 -- 3 326 329
Partners' deficit at
June 30, 1997 15,000 $(50) $(2,246) $ (2,296)
See Accompanying Notes to Consolidated Financial Statements
d) SHELTER PROPERTIES I LIMITED PARTNERSHIP
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(Unaudited)
Six Months Ended
June 30,
1997 1996
Cash flows from operating activities:
Net income $ 329 $ 313
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation 305 307
Amortization of discounts and loan costs 44 61
Change in accounts:
Restricted cash 4 5
Accounts receivable 20 (3)
Escrows for taxes (7) (21)
Other assets (30) (11)
Accounts payable 27 (75)
Tenant security deposit liabilities (5) (5)
Accrued taxes 17 88
Other liabilities (14) 8
Net cash provided by operating activities 690 667
Cash flows from investing activities:
Property improvements and replacements (194) (117)
Deposits to restricted escrows (97) (25)
Net cash used in investing activities (291) (142)
Cash flows from financing activities:
Payments on mortgage notes payable (62) (193)
Distributions to partners (1,258) (5)
Loan costs (12) (45)
Net cash used in financing activities (1,332) (243)
Net (decrease) increase in cash (933) 282
Cash and cash equivalents at beginning of period 2,795 1,068
Cash and cash equivalents at end of period $ 1,862 $1,350
Supplemental disclosure of cash flow information:
Cash paid for interest $ 437 $ 410
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 Shelter Realty I Corporation (the "Corporate General Partner"), all
adjustments (consisting of normal recurring accruals) considered necessary for a
fair presentation have been included. Operating results for the three and six
month periods ended June 30, 1997, are not necessarily indicative of the results
that may be expected for the fiscal year ending December 31, 1997. 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,
1996.
Certain reclassifications have been made to the 1996 information to conform to
the 1997 presentation.
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,
(in thousands)
1997 1996
Net cash provided by operating activities $ 690 $ 667
Payments on mortgage notes payable (62) (193)
Property improvements and replacements (194) (117)
Change in restricted escrows, net (97) (25)
Changes in reserves for net operating
liabilities (12) 59
Additional reserves (325) (391)
Net cash used in operations $ -- $ --
In 1997 and 1996, the Corporate General Partner believed it to be in the best
interest of the Partnership to reserve an additional $325,000 and $391,000,
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 refinancings of Quail Hollow, Heritage Pointe and Stone Mountain West.
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. The following amounts were paid or
accrued to the Corporate General Partner and affiliates in 1997 and 1996 (in
thousands):
Six Months Ended
June 30,
1997 1996
Property management fees $123 $119
Reimbursement for services of affiliates 54 41
Due to general partners 101 101
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 - MORTGAGE NOTES PAYABLE
On November 13, 1996, the Partnership refinanced the mortgage notes at Quail
Hollow, Heritage Pointe, and Stone Mountain West. Of the $7,250,000 gross
proceeds, approximately $5,232,000 of proceeds were used to pay off the old
mortgage debts at the refinanced properties. The old mortgage debt had interest
rates ranging from 8.00% to 9.36% with maturity dates ranging from April 5,
2004, to May 1, 2006. All three notes require monthly interest only payments at
a stated interest rate of 7.33%, and have balloon payments due November 1, 2003.
As a result of the refinancings, the Partnership recorded an extraordinary loss
of approximately $549,000. The extraordinary loss was primarily composed of
write-offs of unamortized loan costs and mortgage discounts, as well as pre-
payment penalties incurred due to the early payoffs of the old mortgages.
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, 1997 and 1996:
Average
Occupancy
Property 1997 1996
Quail Hollow Apartments
West Columbia, South Carolina 91% 97%
Windsor Hills Apartments
Blacksburg, Virginia 95% 95%
Heritage Pointe Apartments
(Formerly Rome Georgian Apartments)
Rome, Georgia 89% 85%
Stone Mountain West Apartments
Stone Mountain, Georgia 97% 97%
The Corporate General Partner attributes the decrease in occupancy at Quail
Hollow Apartments to an increase in the number of residents moving out to buy or
build homes in the area. The Corporate General Partner attributes the increase
in occupancy at Heritage Pointe to management's efforts to reposition the tenant
base. Management has improved the appearance of the property and has increased
resident qualification standards in order to reduce fluctuations in occupancy,
repairs, and delinquencies normally associated with college tenants.
The Partnership's net income for the three and six month periods ended June 30,
1997, was approximately $119,000 and $329,000, respectively, compared to net
income of approximately $108,000 and $313,000, respectively, for the same
periods of 1996. The increase in net income is primarily due to increases in
rental income and interest income. Rental income increased due to increases in
rental rates at Stone Mountain West and Windsor Hills Apartments, which were
only partially offset by a decrease in occupancy at Quail Hollow Apartments.
Interest income increased due to an increase in interest rates as well as an
increase in the cash balances earning interest. The increase in net income was
partially offset by an increase in operating expenses and maintenance expenses.
The increase in operating expenses is primarily due to an increase in courtesy
patrol expense and payroll expenses. The increase in courtesy patrol expense is
due to the monthly monitoring charge for the alarms in each apartment as well as
the office at Stone Mountain West Apartments. The increase in payroll expense
is due to the hiring of a maintenance technician and full and part time leasing
agents in the current year at Heritage Pointe. The increase in maintenance
expense is primarily due to the installation of more efficient plumbing fixtures
at Windsor Hills and the installation of moisture barriers under several
buildings at Heritage Pointe. Other income increased for the three months ended
June 30, 1997 due to additional tenant charges at Windsor Hills and Quail Hollow
Apartments. General and administrative expense increased for the three months
ended June 30, 1997 due to the timing of audit accruals.
Included in maintenance expense in 1997 and 1996 is approximately $68,000 and
$48,000, respectively, of major repairs and maintenance comprised of exterior
building improvements, major landscaping, golf carts and window coverings.
As part of the ongoing business plan of the Partnership, the Corporate General
Partner monitors the rental market environments of its investment properties to
assess the feasibility of increasing rents, maintaining or increasing occupancy
levels and protecting the Partnership from increases in expenses. As part of
this plan, the Corporate General Partner attempts to protect the Partnership
from the burden of inflation-related increases in expenses by increasing rents
and maintaining a high overall occupancy level. However, due to changing market
conditions which can result in the use of rental concessions and rental
reductions to offset softening market conditions, there is no guarantee that the
Corporate General Partner will be able to sustain such a plan.
At June 30, 1997, the Partnership reported unrestricted cash of approximately
$1,862,000 compared to approximately $1,350,000 at June 30, 1996. Net cash
provided by operating activities increased primarily as a result of an increase
in accounts payable and the increases in net income as discussed above.
Accounts payable increased due to the timing of payments to vendors. Offsetting
this increase is a decrease in net cash related to the change in accrued taxes
due to the timing of tax payments. Net cash used in investing activities
increased due to increases in property improvements and replacements and
deposits to restricted escrows. The increase in deposits to restricted escrows
is due to the increased requirement as a result of the 1996 refinancings of
Quail Hollow, Heritage Pointe and Stone Mountain West, as discussed in Note D -
Mortgage Notes Payable. Net cash used in financing activities increased as a
result of an increase in distributions to partners.
As required by the 1996 refinancings of Quail Hollow, Heritage Pointe and Stone
Mountain West, certain capital improvements and maintenance will be performed in
1997. These projects include repaving and restriping the parking lots,
resurfacing the pools, exterior painting, floor covering replacement, appliance
replacement and various ADA conversions. These projects will be funded out of
the capital reserve accounts. The Partnership has no material capital programs
scheduled to be performed in 1997 at Windsor Hills, although certain routine
capital and maintenance expenditures have been budgeted. These expenditures will
be incurred only if cash is available from operations or reserves.
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 approximately $11,517,000, net of discount, is amortized over
varying periods with required balloon payments ranging from November 15, 2002 to
November 1, 2003, at which time the individual properties will either be
refinanced or sold. During the six months ended June 30, 1997, the Partnership
made a distribution of approximately $1,250,000. In addition, withholding taxes
in the amount of approximately $8,000 were paid on behalf of the partners to the
State of South Carolina. During the six months ended June 30, 1996,
distributions in the amount of approximately $5,000 were paid on behalf of the
partners to the State of South Carolina related to the taxable income generated
by Quail Hollow in 1995. The Managing General Partner anticipates making a
distribution in the third quarter of 1997. Future cash distributions will
depend on the levels of net cash generated from operations, property sales and
the availability of cash reserves.
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, 1997.
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 28, 1997