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
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended August 31, 1998
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 0-11574
SHELTER PROPERTIES V LIMITED PARTNERSHIP
(Exact name of small business issuer as specified in its charter)
South Carolina 57-0721855
(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)
SHELTER PROPERTIES V LIMITED PARTNERSHIP
CONSOLIDATED BALANCE SHEET
(Unaudited)
(in thousands, except unit data)
August 31, 1998
Assets
Cash and cash equivalents $ 4,586
Receivables and deposits 1,007
Restricted escrows 1,117
Other assets 639
Investment properties:
Land $ 4,242
Buildings and related personal property 71,722
75,964
Less accumulated depreciation (42,648) 33,316
$40,665
Liabilities and Partners' Capital (Deficit)
Liabilities
Accounts payable $ 194
Tenant security deposit liabilities 367
Accrued property taxes 465
Other liabilities 421
Mortgage notes payable 31,212
Partners' Capital (Deficit)
General partners $ (322)
Limited partners (52,538 units
issued and outstanding) 8,328 8,006
$40,665
See Accompanying Notes to Consolidated Financial Statements
b)
SHELTER PROPERTIES V LIMITED PARTNERSHIP
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(in thousands, except per unit data)
Three Months Ended Nine Months Ended
August 31, August 31,
1998 1997 1998 1997
Revenues:
Rental income $ 3,225 $ 3,124 $ 9,793 $ 9,322
Other income 278 212 711 652
Total revenues 3,503 3,336 10,504 9,974
Expenses:
Operating 1,421 1,566 4,296 4,638
General and administrative 87 109 289 276
Depreciation 734 760 2,184 2,242
Interest 681 691 2,050 2,080
Property taxes 196 200 616 612
Total expenses 3,119 3,326 9,435 9,848
Net income $ 384 $ 10 $ 1,069 $ 126
Net income allocated to
general partners (1%) $ 4 $ -- $ 11 $ 1
Net income allocated to
limited partners (99%) 380 10 1,058 125
$ 384 $ 10 $ 1,069 $ 126
Net income per limited
partnership unit $ 7.23 $ 0.19 $ 20.14 $ 2.38
<FN>
See Accompanying Notes to Consolidated Financial Statements
</FN>
c)
SHELTER PROPERTIES V LIMITED PARTNERSHIP
CONSOLIDATED STATEMENT OF CHANGES IN PARTNERS' CAPITAL (DEFICIT)
(Unaudited)
(in thousands, except unit data)
Limited
Partnership General Limited
Units Partners Partners Total
Original capital contributions 52,538 $ 2 $52,538 $52,540
Partners' (deficit) capital
at November 30, 1997 52,538 $(333) $ 7,825 $ 7,492
Net income for the nine months
ended August 31, 1998 -- 11 1,058 1,069
Partners' distributions paid -- -- (555) (555)
Partners' (deficit) capital
at August 31, 1998 52,538 $(322) $ 8,328 $ 8,006
<FN>
See Accompanying Notes to Consolidated Financial Statements
</FN>
d)
SHELTER PROPERTIES V LIMITED PARTNERSHIP
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(in thousands)
Nine Months Ended
August 31,
1998 1997
Cash flows from operating activities:
Net income $ 1,069 $ 126
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation 2,184 2,242
Amortization of discounts and loan costs 136 135
Change in accounts:
Receivables and deposits (281) (65)
Other assets 71 (71)
Accounts payable 49 (246)
Tenant security deposit liabilities 5 10
Accrued property taxes 257 95
Other liabilities (15) (114)
Net cash provided by operating activities 3,475 2,112
Cash flows from investing activities:
Property improvements and replacements (711) (928)
Withdrawals from restricted escrows 132 96
Net cash used in investing activities (579) (832)
Cash flows from financing activities:
Payments on mortgage notes payable (352) (324)
Loan costs paid -- (12)
Partners' distributions (1,305) (3,520)
Net cash used in financing activities (1,657) (3,856)
Net increase (decrease) in cash and cash equivalents 1,239 (2,576)
Cash and cash equivalents at beginning of period 3,347 6,103
Cash and cash equivalents at end of period $ 4,586 $ 3,527
Supplemental disclosure of cash flow information:
Cash paid for interest $ 1,916 $ 1,912
<FN>
See Accompanying Notes to Consolidated Financial Statements
</FN>
e)
SHELTER PROPERTIES V LIMITED PARTNERSHIP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE A - BASIS OF PRESENTATION
The accompanying unaudited consolidated financial statements of Shelter
Properties V (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 Shelter Realty V 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 nine
month periods ended August 31, 1998, are not necessarily indicative of the
results that may be expected for the fiscal year ending November 30, 1998. For
further information, refer to the consolidated financial statements and
footnotes thereto included in the Partnership's annual report on Form 10-KSB for
the year ended November 30, 1997.
Certain reclassifications have been made to the 1997 information to conform to
the 1998 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.
Nine Months Ended
August 31,
1998 1997
(in thousands)
Net cash provided by operating activities $ 3,475 $ 2,112
Payments on mortgage notes payable (352) (324)
Property improvements and replacements (711) (928)
Change in restricted escrows, net 132 96
Changes in reserves for net operating
liabilities (86) 391
Additional reserves (2,458) (1,347)
Net cash used in operations $ -- $ --
At August 31, 1998, the Corporate General Partner reserved an additional
$2,458,000 to fund continuing capital improvements and repairs at all of the
properties and to fund a surplus cash distribution of $1,000,000 which was
approved for the fourth quarter of 1998. At August 31, 1997 an additional
$1,347,000 was reserved to fund continuing capital improvements and repairs at
all of the properties and to fund an operating distribution of $750,000 which
was made in the fourth quarter of 1997.
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 Corporate General Partner is a wholly-owned
subsidiary of Insignia Properties Trust ("IPT"), 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 the Corporate General Partner and its affiliates were incurred in 1998 and
1997:
Nine Months Ended
August 31,
1998 1997
(in thousands)
Property management fees (included in operating expenses) $526 $499
Reimbursement for services of affiliates (included in
operating, general and administrative expenses and
investment properties)(1) 181 219
(1)Included in "Reimbursements for Services of Affiliates" for the nine months
ended August 31, 1998 and 1997 is approximately $5,000 and $49,000 in
reimbursements for construction oversight costs.
For the period of December 1, 1996 to August 31, 1997, the Partnership insured
its properties under a master policy through an agency affiliated with the
Corporate General Partner with an 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 master policy. The
agent assumed the financial obligations to the affiliate of the Corporate
General Partner, which receives payment 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.
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
October 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 Corporate General Partner of the Partnership.
On July 21, 1998, an Insignia affiliate (the "Purchaser") commenced tender
offers for limited partnership interests in six real estate limited partnerships
(including the Partnership) in which various Insignia affiliates act as general
partner. The Purchaser offered to purchase up to 19,500 of the outstanding
units of limited partnership interest in the Partnership, at $520 per Unit, net
to the seller in cash, upon the terms and subject to the conditions set forth in
the Offer to Purchase dated July 21, 1998 (the "Offer to Purchase") and the
related Assignment of Partnership Interest attached as Exhibits (a) (1) and
(a)(2), respectively, to the Tender Offer Statement on Schedule 14D-1 originally
filed with the Securities and Exchange Commission), neither the Partnership nor
the Corporate General Partner expressed any opinion as to the Offer to Purchase
and made no recommendation as to whether unit holders should tender their units
in response to the Offer to Purchase. In addition, because of these conflicts
of interest, including as a result of the Purchaser's affiliation with various
Insignia affiliates that provide property management services to the
Partnership's properties, the manner in which the Purchaser votes its limited
partner interests in the Partnership may not always be consistent with the
best interests of the other limited partners. During August 1998, the tender
offers were completed and Insignia Properties, L.P. an affiliate of Insignia,
tendered 2,725 units of limited partnership interest in the Partnership.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
The Partnership's investment properties consist of seven apartment complexes.
The following table sets forth the average occupancy of the properties for each
of the nine months ended August 31, 1998 and 1997:
Average
Occupancy
1998 1997
Foxfire Apartments
Atlanta, Georgia 93% 92%
Old Salem Apartments
Charlottesville, Virginia 93% 93%
Woodland Village Apartments
Columbia, South Carolina 92% 90%
Lake Johnson Mews
Raleigh, North Carolina 94% 94%
The Lexington Apartments
Sarasota, Florida 95% 96%
Millhopper Village Apartments
Gainesville, Florida 96% 95%
Tar River Estates
Greenville, North Carolina 95% 91%
Results of Operations
The Corporate General Partner attributes the increase in occupancy at Tar River
Estates to a decrease in new construction in the submarket and to exterior and
interior improvements completed over the last two years.
The Partnership's net income for the nine months ended August 31, 1998, was
approximately $1,069,000, as compared to net income of approximately $126,000
for the nine months ended August 31, 1997. The Partnership reported net income
of approximately $384,000 for the three months ended August 31, 1998, compared
to net income of $10,000 for the three months ended August 31, 1997. The
increase in net income for both periods is primarily attributable to an increase
in rental income and decreases in operating expense. The increase in rental
income is primarily due to the increase in average occupancy at four of the
Partnership's seven properties. Rental income also increased due to an increase
in rental rates at all the properties. The decrease in operating expense is
due to a decrease in maintenance expenses due to preventative repairs to
exterior patios and balconies which were performed at Lexington Green and
extensive landscaping improvements at Foxfire, Lake Johnson Mews, Tar River
Estates and the Lexington, all of which were performed in 1997.
Included in operating expenses for the nine months ended August 31, 1998 is
approximately $86,000 of major repairs and maintenance comprised primarily of
major landscaping, exterior building repairs and window coverings. For the nine
months ended August 31, 1997 operating expenses included approximately $328,000
of major repairs and maintenance comprised primarily of exterior building
repairs, construction services, major landscaping, and exterior painting.
As part of the ongoing business plan of the Partnership, the Corporate General
Partner monitors the rental market environment of each of its investment
properties to assess the feasibility of increasing rents, maintaining or
increasing occupancy levels and protecting the Partnership from increases in
expenses. As part of this plan, the 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.
Liquidity and Capital Reserves
At August 31, 1998, the Partnership had cash and cash equivalents of
approximately $4,586,000 compared to approximately $3,527,000 at August 31,
1997. The net increase (decrease) in cash and cash equivalents for the nine
months ended August 31, 1998 and 1997 is $1,239,000 and $(2,576,000),
respectively. Net cash provided by operating activities increased due to an
increase in net income as discussed above, along with a decrease in other assets
and increases in accounts payable, accrued property taxes, and other liabilities
due to timing of payments to creditors. Net cash flow used in investing
activities decreased as a result of a decrease in property improvements and
replacements offset by an increase in withdrawals from restricted escrows. Net
cash used in financing activities decreased as a result of a decrease in
partners' distributions. Distributions were larger for the nine months ended
August 31, 1997 due to the distribution of excess funds from the refinancing of
three properties in November 1996.
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 $31,212,000, net of discount, is amortized over
varying periods with required balloon payments ranging from February 1, 1999, to
November 1, 2003, at which time the properties will either be refinanced or
sold. During the first nine months of 1998 the Partnership distributed
approximately $1,305,000 to the partners, $750,000 of which was accrued at
November 30, 1997. The remaining $555,000 was from refinancing proceeds and
accordingly was distributed entirely to the limited partners. The Partnership
made a distribution during the corresponding period of 1997 of approximately
$3,520,000. The Corporate General Partner approved an operating distribution of
approximately $1,000,000 during September 1998. Future cash distributions will
depend on the levels of net cash generated from operations, property sales, and
the availability of cash reserves.
Year 2000
The Partnership is dependent upon the Corporate 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 Corporate 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 PROCEEDING
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 Corporate 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 Financial Group, Inc.
("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. On June 25, 1998, the
Corporate General Partner filed a motion seeking dismissal of the action. In
lieu of responding to the motion, plaintiffs have recently filed an amended
complaint. The Corporate General Partner believes the action to be without
merit, and intends to vigorously defend it.
On July 30, 1998, certain entities claiming to own limited partnership interests
in certain limited partnerships whose general partners are affiliates of
Insignia filed a complaint in the Superior Court of the State of California,
County of Los Angeles. The action involves 44 real estate limited partnerships
(including the Partnership) in which the plaintiffs allegedly own interests and
which Insignia affiliates allegedly manage or control (the "Subject
Partnerships"). The complaint names as defendants Insignia, several Insignia
affiliates alleged to be managing partners of the Subject Partnerships, the
Partnership and the Corporate General Partner. Plaintiffs allege that they have
requested from, but have been denied by each of the Subject Partnerships, lists
of their respective limited partners for the purpose of making tender offers to
purchase up to 4.9% of the limited partner units of each of the Subject
Partnerships. The complaint also alleges that certain of the defendants made
tender offers to purchase limited partner units in many of the Subject
Partnerships, with the alleged result that plaintiffs have been deprived of the
benefits they would have realized from ownership of the additional units. The
plaintiffs assert eleven causes of action, including breach of contract, unfair
business practices, and violations of the partnership statutes of the states in
which the Subject Partnerships are organized. Plaintiffs seek compensatory,
punitive and treble damages. The Partnership was only recently served with the
complaint and has not yet responded to it. The Partnership believes the claims
to be without merit and intends to defend the action vigorously.
The Partnership is unaware of any other pending or outstanding litigation that
is not of a routine nature. The Corporate 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 filed during the quarter ended August 31, 1998:
None.
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 V LIMITED PARTNERSHIP
By: Shelter Realty V Corporation
Corporate 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: September 30, 1998