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 March 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 0-10255
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)
(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 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
(in thousands, except unit data)
(Unaudited)
March 31, 1998
Assets
Cash and cash equivalents $ 1,503
Receivables and deposits 256
Restricted escrows 994
Other assets 301
Investment properties:
Land $ 1,428
Buildings and related personal property 18,561
19,989
Less accumulated depreciation (13,743) 6,246
$ 9,300
Liabilities and Partners' Deficit
Liabilities
Accounts payable $ 87
Tenant security deposit liabilities 138
Accrued property taxes 69
Other liabilities 250
Mortgage notes payable 11,445
Partners' Deficit
General partners $ (52)
Limited partners (15,000 units
issued and outstanding) (2,637) (2,689)
$ 9,300
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
March 31,
1998 1997
Revenues:
Rental income $1,256 $1,167
Other income 54 78
Total revenues 1,310 1,245
Expenses:
Operating 519 551
General and administrative 66 30
Depreciation 153 151
Interest 238 241
Property taxes 63 62
Total expenses 1,039 1,035
Net income $ 271 $ 210
Net income allocated to general partners (1%) $ 3 $ 2
Net income allocated to limited partners (99%) 268 208
$ 271 $ 210
Net income per limited partnership unit $17.87 $13.84
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, 1997 15,000 $(48) $(2,112) $(2,160)
Distributions to partners -- (7) (793) (800)
Net income for the three months
ended March 31, 1998 -- 3 268 271
Partners' deficit at
March 31, 1998 15,000 $(52) $(2,637) $(2,689)
<FN>
See Accompanying Notes to Consolidated Financial Statements
</FN>
d)
SHELTER PROPERTIES I LIMITED PARTNERSHIP
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(Unaudited)
Three Months Ended
March 31,
1998 1997
Cash flows from operating activities:
Net income $ 271 $ 210
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation 153 151
Amortization of discounts and loan costs 22 22
Change in accounts:
Receivables and deposits (63) 35
Other assets 16 2
Accounts payable (128) (22)
Tenant security deposit liabilities 9 2
Accrued property taxes 63 (10)
Other liabilities (26) (22)
Net cash provided by operating activities 317 368
Cash flows from investing activities:
Property improvements and replacements (62) (92)
Withdrawals from (deposits to) restricted escrows 54 (47)
Net cash used in investing activities (8) (139)
Cash flows from financing activities:
Payments on mortgage notes payable (34) (31)
Distributions to partners (800) (1,250)
Loan costs paid -- (12)
Net cash used in financing activities (834) (1,293)
Net decrease in cash and cash equivalents (525) (1,064)
Cash and cash equivalents at beginning of period 2,028 2,792
Cash and cash equivalents at end of period $ 1,503 $ 1,728
Supplemental disclosure of cash flow information:
Cash paid for interest $ 216 $ 219
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 consolidated 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 month period ended March 31, 1998, are not
necessarily indicative of the results that may be expected for the fiscal year
ending December 31, 1998. For further information, refer to the financial
statements and footnotes thereto included in the Partnership's annual report on
Form 10-KSB for the year ended December 31, 1997.
Certain reclassifications have been made to the 1997 information to conform to
the 1998 presentation.
NOTE B - 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
provided by (used in) operations," as defined in the Partnership Agreement.
However, "net cash provided by (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.
Three Months Ended
March 31,
(in thousands)
1998 1997
Net cash provided by operating activities $ 317 $ 368
Payments on mortgage notes payable (34) (31)
Property improvements and replacements (62) (92)
Change in restricted escrows, net 54 (47)
Changes in reserves for net operating
liabilities 129 15
Additional reserves (404) (249)
Net cash provided by (used in) operations $ -- $ (36)
At March 31, 1998 and 1997, the Corporate General Partner believed it to be in
the best interest of the Partnership to reserve an additional $404,000 and
$249,000 respectively. Such additional reserves insure adequate liquidity to
fund the on-going capital projects at the various 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 Corporate General Partner is wholly-owned by
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. Balances and other transactions with Insignia
Financial Group, Inc. ("Insignia") and certain of its affiliates in 1998 and
1997 are as follows:
Three Months Ended
March 31,
(in thousands)
1998 1997
Property management fees (included in $ 65 $ 61
operating expenses)
Reimbursement for services of affiliates 37 22
(included in operating, general and
administrative expenses and investment
properties) (1)
Due to general partners 101 101
(1) Included in "Reimbursement for services of affiliates" for 1998 and 1997 is
approximately $5,000 and $3,000, respectively, of reimbursements for
construction oversight costs.
For the period of January 1, 1997 to August 31, 1997, the Partnership insured
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 master policy. The agent assumed the financial obligations to the
affiliate of the Corporate General Partner, which 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.
On March 17, 1998, Insignia entered into an agreement to merge its national
residential property management operations, and its controlling interest in
Insignia Properties Trust, with Apartment Investment and Management Company
("AIMCO"), a publicly traded real estate investment trust. The closing, which
is anticipated to happen in the third quarter of 1998, is subject to customary
conditions, including government approvals and the approval of Insignia's
shareholders. If the closing occurs, AIMCO will then control the General
Partner of the Partnership.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
This item should be read in conjunction with the consolidated financial
statements and other items contained elsewhere in this report
The Partnership's investment properties consists of four apartment complexes.
The following table sets forth the average occupancy of the properties for the
three months ended March 31, 1998 and 1997:
Average
Occupancy
Property 1998 1997
Quail Hollow Apartments
West Columbia, South Carolina 96% 90%
Windsor Hills Apartments
Blacksburg, Virginia 99% 99%
Heritage Pointe Apartments
(Formerly Rome Georgian Apartments)
Rome, Georgia 91% 88%
Stone Mountain West Apartments
Stone Mountain, Georgia 97% 98%
Result of Operations
The Corporate General Partner attributes the increase in occupancy at Heritage
Pointe Apartments to management's efforts to reposition the tenant base.
Management has improved the appearance of the property and increased resident
qualification standards in order to reduce fluctuations in occupancy, repairs,
and delinquencies normally associated with college tenants. The increase in
occupancy at Quail Hollow is attributable to interior upgrades in the apartment
units. The increase is also attributable to roof repairs and replacements and
parking lot sealcoating which have improved the appearance of the complex.
The Partnership's net income for the three months ended March 31, 1998, was
approximately $271,000. The Partnership reported net income of approximately
$210,000 for the three months ended March 31, 1997. The increase in net income
is due to an increase in rental income and a decrease in operating expenses.
Rental income increased due to increases in occupancy at Quail Hollow and
Heritage Pointe Apartments as discussed above along with an increase in average
rental rates at all properties. Operating expenses decreased primarily due to
the decrease in maintenance expense. Maintenance expense decreased due to the
installation of more efficient plumbing fixtures at Windsor Hills, the
installation of moisture barriers under several buildings at Heritage Pointe and
the purchase of golf carts at Heritage Pointe and Stone Mountain West in the
first quarter of 1997. The increase in net income was partially offset by an
increase in general and administrative expenses. General and administrative
expenses increased due to property valuations performed on the properties and an
increase in General Partner reimbursements.
Included in operating expense in 1998 is approximately $35,000 of major repairs
and maintenance comprised of exterior building improvements and major
landscaping. Included in operating expense at 1997 is approximately $44,000 of
major repairs and maintenance comprised of exterior building improvements, major
landscaping, swimming pool repairs and the purchase of golfcarts.
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.
Liquidity and Capital Resources
At March 31, 1998, the Partnership reported cash and cash equivalents of
approximately $1,503,000 compared to approximately $1,728,000 at March 31, 1997.
The net decrease in cash and cash equivalents for the three months ended March
31, 1998 and 1997 is $525,000 and $1,064,000, respectively. Net cash provided
by operating activities decreased as a result of an increase in accounts
receivable and deposits and a decrease in accounts payable as a result of timing
of payments to creditors and the payment of property taxes. Partially
offsetting these changes is the increase in net income, as discussed above, and
an increase in accrued taxes. Net cash used in investing activities decreased
due to a decrease in property improvements and replacements which were offset by
an increase in withdrawals from restricted escrows. Net cash used in financing
activities decreased as a result of a decrease in distributions to partners.
As required by the 1996 refinancings of Quail Hollow, Heritage Pointe and Stone
Mountain West, certain capital improvements will be performed in 1998. 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 1998 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 properties to adequately maintain the physical
assets and other operating needs of the Partnership. Such assets are currently
thought to be sufficient for any near-term needs of the Partnership. The
mortgage indebtedness of approximately $11,445,000, 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 three months ended March 31,
1998, the Partnership made a distribution of approximately $800,000. Included in
this amount are withholding taxes in the amount of approximately $6,000 which
were paid on behalf of the nonresident partners to the state of South Carolina
related to the taxable income generated from Quail Hollow in 1997. 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 PROCEEDINGS
In March 1998, several putative unit holders of limited partnership units of the
Partnership commenced an action entitled ROSALIE NUANES, ET AL. V. INSIGNIA
FINANCIAL GROUP, INC., ET AL. in 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 and its affiliates of
interests in certain general partner entities, past tender offers by Insignia
affiliates to acquire limited partnership units, the management of partnerships
by Insignia affiliates as well as a recently announced agreement between
Insignia and Apartment Investment and Management Company. The complaint seeks
monetary damages and equitable relief, including judicial dissolution of the
Partnership. The Corporate General Partner was only recently served with the
complaint which it believes to be without merit, and intends to vigorously
defend the action.
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 March 31, 1998.
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
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
Vice President and Treasurer
Date: April 30, 1998