SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB (Mark One) X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE - --- ACT OF 1934 For the quarter period ended February 28, 2002 ----------------- 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 000-11023 MAXUS REAL PROPERTY INVESTORS-FOUR, L.P. (Exact name of small business issuer as specified in its charter) Missouri 43-1250566 - ------------------------ ------------------- (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) 104 Armour Road, North Kansas City, Missouri 64116 - -------------------------------------------- ------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (816) 303-4500 ---------------- Indicate by check mark whether the Registrant (1) has 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 ---- ---- 1 INDEX Page PART I - FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS: Balance Sheets 3 Statements of Operations 4 Statements of Cash Flows 5 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS 7 PART II - OTHER INFORMATION 8 ITEM 1. LEGAL PROCEEDINGS 8 ITEM 2. CHANGES IN SECURITIES 9 ITEM 3. DEFAULTS UPON SENIOR SECURITIES 9 ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS 9 ITEM 5. OTHER INFORMATION 9 ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K 9 SIGNATURES 10 EXHIBIT INDEX 11 2 PART 1 - FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS MAXUS REAL PROPERTY INVESTORS - FOUR, L.P. (A LIMITED PARTNERSHIP) BALANCE SHEETS February 28, November 30, 2002 2001 (Unaudited) ASSETS: Investment property Land ................................................. $ 1,014,000 1,014,000 Buildings and improvements ........................... 15,713,000 15,615,000 ---------- ---------- 16,727,000 16,629,000 Less accumulated depreciation ........................ 9,992,000 9,844,000 ---------- ---------- Total investment property .................... 6,735,000 6,785,000 Cash .................................................... 935,000 1,048,000 Accounts receivable, less allowance for doubtful accounts --- 30,000 Prepaid expenses ........................................ 40,000 48,000 Deferred expenses, less accumulated amortization ........ 90,000 93,000 Income tax deposit ...................................... 109,000 109,000 ---------- ---------- Total assets ................................. $ 7,909,000 8,113,000 ========== ========== LIABILITIES AND PARTNERS' DEFICIT: Liabilities: Mortgage notes payable ............................... $ 9,900,000 9,900,000 Accounts payable and accrued expenses ................ 221,000 216,000 Real estate taxes payable ............................ 23,000 125,000 Refundable tenant deposits ........................... 88,000 94,000 ---------- ---------- Total liabilities ............................ 10,232,000 10,335,000 Partners' deficit ....................................... (2,323,000) (2,222,000) ---------- ---------- Total liabilities and partners' deficit ...... $ 7,909,000 8,113,000 ========== ========== 3 MAXUS REAL PROPERTY INVESTORS - FOUR, L.P. (A LIMITED PARTNERSHIP) STATEMENTS OF OPERATIONS (UNAUDITED) Three Months Ended February 28, February 28, 2002 2001 Revenues: Rental ............................................... $ 655,000 649,000 Other ................................................ 71,000 56,000 ------- ------- Total revenues ............................... 726,000 705,000 ------- ------- Expenses: Depreciation and amortization ........................ 150,000 135,000 Repairs and maintenance, including common area maintenance .................................. 87,000 80,000 Real estate taxes .................................... 35,000 34,000 Interest ............................................. 184,000 184,000 Professional fees .................................... 67,000 30,000 General and administrative ........................... 58,000 54,000 Utilities ............................................ 27,000 36,000 Property management fees - related parties ........... 43,000 42,000 Other ................................................ 55,000 56,000 ------- ------- Total expenses ............................... 706,000 651,000 ------- ------- Net Income ................................... $ 20,000 54,000 ======= ======= Net income allocation: General partners ..................................... $ --- 1,000 Limited partners ..................................... 20,000 53,000 ------- ------- $ 20,000 54,000 ======= ======= Limited partners' data: Net income per unit .................................. $ 1.61 3.92 ======= ======= Weighted average limited partnership units outstanding 12,173 13,529 ======= ======= 4 MAXUS REAL PROPERTY INVESTORS-FOUR, L.P. (A LIMITED PARTNERSHIP) STATEMENTS OF CASH FLOWS (UNAUDITED) Three Months Ended February 28, February 28, 2002 2001 Cash flows from operating activities: Net income ......................................... $ 20,000 54,000 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization .......... 150,000 135,000 Changes in accounts affecting operations: Accounts receivable ............... 30,000 21,000 Prepaid expenses .................. 8,000 (21,000) Accounts payable and accrued expenses 5,000 99,000 Real estate taxes payable ......... (102,000) 23,000 Refundable tenant deposits ........ (6,000) 1,000 Deferred expenses ................. --- (10,000) --------- --------- Net cash provided by operating activities 105,000 302,000 --------- --------- Cash flows from investing activities - capital expenditures (97,000) (22,000) --------- --------- Cash flows from financing activities - distributions ... (121,000) --- --------- --------- Net (decrease) increase in cash (113,000) 280,000 Cash, beginning of period .............................. 1,048,000 1,186,000 --------- --------- Cash, end of period .................................... $ 935,000 1,466,000 ========= ========= Supplemental disclosure of cash flow information - cash paid during the quarter for interest .......... $ 184,000 184,000 ========= ========= 5 MAXUS REAL PROPERTY INVESTORS-FOUR, L.P. (A LIMITED PARTNERSHIP) NOTES TO UNAUDITED FINANCIAL STATEMENTS THREE MONTHS ENDED FEBRUARY 28, 2002 AND FEBRUARY 28, 2001 (1) Summary of Significant Accounting Policies Refer to the financial statements of Maxus Real Property Investors - Four, L.P., formerly known as Nooney Real Property Investors - Four, L.P. (the "Partnership" or the "Registrant"), for the year ended November 30, 2001, which are contained in the Partnership's Annual Report on Form 10-KSB, for a description of the accounting policies which have been continued without change. Also, refer to the footnotes to those statements for additional details of the Partnership's financial condition. The details in those notes have not changed except as a result of normal transactions in the interim. In the opinion of the general partner, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations and cash flows at February 28, 2002 and for all periods presented have been made. The results for the three-month period ended February 28, 2002 are not necessarily indicative of the results which may be expected for the entire year. Certain reclassifications have been made to the prior period amounts to conform to the current period presentation. (a) Description of Business The Partnership is a limited partnership organized under the laws of the State of Missouri on February 9, 1982. The Partnership was organized to invest primarily in income-producing real properties such as shopping centers, office buildings and other commercial properties, apartment buildings, warehouses, and light industrial properties. The Partnership's portfolio is comprised of an apartment building located in West St. Louis County, Missouri (Woodhollow Apartments). (b) Basis of Accounting The financial statements include only those assets, liabilities, and results of operations of the partners which relate to the business of Maxus Real Property Investors-Four, L.P. The statements do not include assets, liabilities, revenues or expenses attributable to the partners' individual activities. No provision has been made for federal and state income taxes since these taxes are the responsibility of the partners. (The remainder of this page left blank intentionally.) 6 ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS This 10-QSB contains forward-looking information (as defined in the Private Securities Litigation Reform Act of 1995) that involves risk and uncertainty, including trends in the real estate investment market, projected leasing and sales, and future prospects for the Partnership. Actual results could differ materially from those contemplated by such statements. Liquidity and Capital Resources Cash as of February 28, 2002 was $935,000, a decrease of $113,000 from November 30, 2001. Cash provided from operating activities for the three months ended February 28, 2002 was $105,000. The decrease in cash provided by operating activities was due primarily to payment of 2001 real estate taxes in December 2001. Investing activities used $97,000 due to property and equipment purchases. Distributions of $10 per limited partner unit were paid in January 2002. Results of Operations For the three month period ended February 28, 2002, the Partnership's revenues were $726,000 compared with $705,000 for the three months ended February 28, 2001. Revenues increased by $21,000 (3.0%) for the three months ended February 28, 2002 compared to the same period ended February 28, 2001. The increase in revenue is due to an increase in rental income of $6,000, the result of an increase in occupancy, and miscellaneous income of $15,000. For the three month periods ended February 28, 2002 and February 28, 2001, the Partnership's expenses were $706,000 and $651,000, respectively. Expenses increased by $55,000 (8.4%) for the three month period ended February 28, 2002 compared to the same period ended February 28, 2001. The increase in expenses is primarily due to an increase in professional fees of $37,000 resulting from a property tax study done in the first quarter of 2002 and an increase in depreciation and amortization expenses of $15,000. (The remainder of this page left blank intentionally.) 7 PART II. OTHER INFORMATION ITEM 1: LEGAL PROCEEDINGS Maxus Real Property Investors - Four, L.P. and Maxus Capital Corp. v. O. Bruce Mills, Case No. 01-0905-CW-W-SOW, United States District Court for the Western District of Missouri. On August 17, 2001, the Registrant and its general partner, Maxus Capital Corp., filed suit against defendant O. Bruce Mills ("Mills") for securities fraud, injunctive relief, tortious interference with contract, and declaratory judgment. These claims arose out of Mills' tender offer to the limited partners of the Registrant in which the Registrant believes that Mills misrepresented the legal status of units tendered to him, failed to disclose possible tax consequences of this tender offer and misrepresented the purposes of the Registrant's self-tender offer that closed on or about June 5, 2001. The Registrant believes this lawsuit was necessitated by Mills' misrepresentations to the limited partners of the Registrant and his refusal to correct those misrepresentations. On October 5, 2001, Mills filed a motion to dismiss or to transfer claiming that this case should either be dismissed or transferred to the United States District Court for the Eastern District of Missouri. On November 26, 2001, the Court rejected Mills' motion holding that this case was properly brought in the United States District Court for the Western District of Missouri. On December 6, 2001, Mills filed a second motion to dismiss, this time alleging that the complaint fails to state claims upon which relief can be granted. The Registrant and Maxus Capital Corp. opposed this second motion to dismiss; however, the motion was granted on or about February 13, 2002. O. Bruce Mills v. Maxus Capital Corp. Corp. and Maxus Real Property Investors - Four, L.P., Case No. 01CC-004237, Circuit Court of St. Louis County, Missouri. On December 11, 2001, Mills filed suit against the Registrant and Maxus Capital Corp. in St. Louis County, Missouri alleging that the Registrant and Maxus Capital Corp. had refused to recognize Mills as the owner of units that were tendered to him and had converted distributions allegedly owed to Mills. Mills also brought a claim for injunctive relief. On December 19, 2001, a hearing was held on Mills' request for injunctive relief in which Mills sought an order from the court recording him on the books and records of the Registrant as the owner for units that were tendered to him during his tender offer and seeking the escrow of any distributions made by the Registrant for the units tendered to Mills. The Court refused to exempt Mills from complying with the transfer requirements to have units transferred on the books and records of the Registrant, but the Court did require that the Registrant escrow any distributions made for units tendered to Mills until such time as the Court can determine who should receive the distributions. Mills was required to post a $7,000 bond as security for the relief granted by the Court. On or about February 26, 2002, the Registrant and Maxus Capital Corp. filed a pleading responding to the claims brought by Mills. The Registrant believes these claims are meritless. Bond Purchase, L.L.C. and Maxus Real Property Investors - Four, L.P. v. CGS Real Estate Company, Inc., Case No. 58 E 115 00016 01, American Arbitration Association An arbitration action was brought by the Registrant to recover insurance premiums paid by the Registrant that were being wrongfully withheld by the former management of the partnership, CGS Real Estate Company, Inc. ("CGS"). On April 26, 2001, an arbitration hearing was held regarding this issue. On May 8, 2001, the arbitrator ruled in favor of the Registrant and awarded the Registrant the entirety of the damages it was seeking ($18,731), all of its attorneys' fees ($14,583), post-judgment interest at a rate of 9% per annum from the date of the award until the award was paid in full, and denied CGS any recovery on its counterclaim. The arbitrator also required that CGS pay all of the expenses for the arbitration totaling $5,780. In December 2001, CGS paid all monies that were due to the Registrant plus accrued interest. 8 ITEM 2. CHANGES IN SECURITIES None ITEM 3. DEFAULTS UPON SENIOR SECURITIES None ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS None ITEM 5. OTHER INFORMATION The Board of Directors of the Partnership's general partner (Maxus Capital Corp.) declared a cash distribution of $10 per limited partnership unit that was paid on January 10, 2002 to holders of record as of January 1, 2002. The Partnership anticipates declaring a cash distribution of $10 per limited partnership unit each quarter. ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits See Exhibit Index on Page 11 (b) Reports on Form 8-K No reports on Form 8-K were filed by the Registrant during the first quarter of 2002. 9 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. Dated: April 12, 2002 MAXUS REAL PROPERTY INVESTORS-FOUR, L.P. By: MAXUS CAPITAL CORP. General Partner By: /s/John W. Alvey John W. Alvey Director, Vice President Treasurer (Principal Financial and Accounting Officer) 10 EXHIBIT INDEX Exhibit Number Description 3.1 Amended and Restated Agreement and Certificate of Limited Partnership dated April 7, 1982 is incorporated by reference to the Form 10-K for the year ended November 30, 1999 filed by the Registrant under the Securities Act of 1933 (File No. 000-11023) 3.2 Amendment of Certificate of Limited Partnership date December 21, 1999 is incorporated by reference to the Form 8-K filed by the Registrant on January 21, 2000 under the Securities Act of 1933 (File No. 000-11023) 11