UNITED STATES
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 May 31, 2004
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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 (I.R.S. Employer Identification No.)
of incorporation or organization)
104 Armour Road, North Kansas City, Missouri 64116
--------------------------------------------------
(Address of principal executive offices)
(816) 303-4500
--------------
(Issuer's telephone number, including area code)
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 [ ]
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 OR PLAN
OF OPERATION 7
ITEM 3. CONTROLS AND PROCEDURES 9
PART II - OTHER INFORMATION 9
ITEM 1. LEGAL PROCEEDINGS 9
ITEM 2. CHANGES IN SECURITIES AND
SMALL BUSINESS ISSUER PURCHASE OF EQUITY 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 10
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K 10
SIGNATURES 11
EXHIBIT INDEX 12
2
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
MAXUS REAL PROPERTY INVESTORS - FOUR, L.P.
(A LIMITED PARTNERSHIP)
BALANCE SHEETS
May 31, November 30,
2004 2003
(Unaudited)
ASSETS:
Investment property
Land $ 1,014,000 1,014,000
Buildings and improvements 16,549,000 16,273,000
------------ -----------
17,563,000 17,287,000
Less accumulated depreciation 11,396,000 11,080,000
------------ -----------
Total investment property 6,167,000 6,207,000
Cash and cash equivalents 401,000 651,000
Prepaid expenses 124,000 60,000
Deferred expenses, less accumulated amortization 67,000 72,000
Accounts receivable 252,000 ---
Income tax deposit 14,000 14,000
------------ -----------
Total assets $ 7,025,000 7,004,000
============ ===========
LIABILITIES AND PARTNERS' DEFICIT:
Liabilities:
Mortgage notes payable $ 9,900,000 9,900,000
Accounts payable and accrued expenses 550,000 228,000
Real estate taxes payable 91,000 144,000
Refundable tenant deposits 56,000 60,000
------------ -----------
Total liabilities 10,597,000 10,332,000
Partners' deficit (3,572,000) (3,328,000)
------------ -----------
Total liabilities and partners' deficit $ 7,025,000 7,004,000
============ ===========
3
MAXUS REAL PROPERTY INVESTORS - FOUR, L.P.
(A LIMITED PARTNERSHIP)
STATEMENTS OF OPERATIONS
(UNAUDITED)
Three Months Ended Six Months Ended
May 31, May 31, May 31, May 31,
2004 2003 2004 2003
Revenues:
Rental $ 639,000 651,000 1,292,000 1,333,000
Other 45,000 57,000 93,000 108,000
---------- ---------- ---------- ----------
Total revenues 684,000 708,000 1,385,000 1,441,000
---------- ---------- ---------- ----------
Expenses:
Depreciation and amortization 161,000 156,000 321,000 312,000
Repairs and maintenance 68,000 71,000 137,000 143,000
Real estate taxes 46,000 48,000 115,000 84,000
Professional fees 26,000 20,000 49,000 48,000
Utilities 36,000 40,000 80,000 68,000
Property management fees - related parties 44,000 47,000 89,000 91,000
Other 110,000 139,000 204,000 242,000
---------- ---------- ---------- ----------
Total expenses 491,000 521,000 995,000 988,000
---------- ---------- ---------- ----------
Net operating income 193,000 187,000 390,000 453,000
---------- ---------- ---------- ----------
Interest
Interest income (5,000) (12,000) (6,000) (14,000)
Interest expense 185,000 184,000 369,000 369,000
---------- ---------- ---------- ----------
Net income $ 13,000 15,000 27,000 98,000
========== ========== ========== ==========
Net income allocation:
General partner $ --- --- --- 2,000
Limited partners 13,000 15,000 27,000 96,000
---------- ---------- ---------- ----------
$ 13,000 15,000 27,000 98,000
========== ========== ========== ==========
Limited partners' data:
Net income per unit $ 1.14 1.29 2.37 8.22
========== ========== ========== ==========
Weighted average limited partnership
units outstanding 11,367 11,596 11,398 11,679
========== ========== ========== ==========
4
MAXUS REAL PROPERTY INVESTORS-FOUR, L.P.
(A LIMITED PARTNERSHIP)
STATEMENTS OF CASH FLOWS
(UNAUDITED)
Six Months Ended
May 31, May 31,
2004 2003
Cash flows from operating activities:
Net income $ 27,000 98,000
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization 321,000 312,000
Changes in accounts affecting operations:
Accounts receivable (252,000) ---
Prepaid expenses (64,000) 53,000
Accounts payable and accrued expenses 322,000 1,000
Real estate taxes payable (53,000) (55,000)
Refundable tenant deposits (4,000) (4,000)
----------- -----------
Net cash provided by operating activities 297,000 405,000
----------- -----------
Cash flows from investing activities:
Capital expenditures (276,000) (130,000)
----------- -----------
Cash flows from financing activities:
Distributions (227,000) (232,000)
Repurchase of Partnership Units (44,000) (142,000)
----------- -----------
Net cash used in financing activities (271,000) (374,000)
----------- -----------
Net decrease in cash
and cash equivalents (250,000) (99,000)
Cash and cash equivalents, beginning of period 651,000 911,000
----------- -----------
Cash and cash equivalents, end of period $ 401,000 812,000
=========== ===========
Supplemental disclosure of cash flow information -
cash paid during the period for interest $ 369,000 368,000
=========== ===========
5
MAXUS REAL PROPERTY INVESTORS-FOUR, L.P.
(A LIMITED PARTNERSHIP)
NOTES TO UNAUDITED FINANCIAL STATEMENTS
SIX MONTHS ENDED MAY 31, 2004 AND MAY 31, 2003
(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, 2003, 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 and results of operations. 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 May 31, 2004 and for all periods
presented have been made. The results for the periods ended May 31, 2004 are not
necessarily indicative of the results that may be expected for the entire year.
(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 a
402-unit 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.
(2) Repurchase of Partnership Interests
On November 25, 2003, the Partnership commenced an odd-lot offer to purchase up
to 3,887 of the Partnership's limited partnership units from limited partners
holding 15 units or fewer (the "Offer"). The Offer expired on December 26, 2003.
In connection with the Offer, the Partnership redeemed 95 limited partnership
units of the Partnership at $450 per unit. The Partnership also redeemed an
additional 5 units from a previous odd-lot offer, which had been pending the
receipt of complete documentation. As a result, as of June 15, 2004, there are
11,361 outstanding limited partnership units.
On June 14, 2004, the Partnership commenced an odd-lot offer to purchase up to
4,874 of the Partnership's limited partnership units from limited partners
holding 25 units or fewer (the "June Offer") at $507 per unit. The June Offer
expires on July 16, 2004 unless extended.
6
ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
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, general market
conditions, projected leasing and sales, and future prospects for the
Partnership. Actual results could differ materially from those contemplated by
such statements.
CRITICAL ACCOUNTING POLICIES
Refer to the Financial Statements of the Partnership for the year ended November
30, 2003, which are contained in the Partnership's Annual Report in Form 10-KSB,
for a description of the accounting policies, which have been continued without
change, unless otherwise noted herein.
The preparation of financial statements in conformity with accounting principles
generally accepted in the United States requires management to make estimates
and assumptions that affect amounts reported in the accompanying financial
statements. The most significant assumptions and estimates relate to revenue
recognition for leases, treatment of capital expenditures, depreciable lives of
investment property, capital expenditures and the valuation of investment
property. Application of these assumptions requires the exercise of judgment as
to future uncertainties and, as a result, actual results could differ from these
estimates.
Revenue Recognition
The Partnership leases its property pursuant to operating leases with terms
generally of six or twelve months. Rental income is recognized when received;
this method approximates recognition using the straight-line method over the
related lease term.
Investment Property Useful Lives
The Partnership is required to make subjective assessments as to the useful
lives of its property for the purposes of determining the amount of depreciation
to reflect on an annual basis with respect to the property. These assessments
have a direct impact on the Partnership's net income.
Investment property is depreciated over its estimated useful life of 30 years
using the straight-line method. Furnishings and appliances are depreciated over
periods ranging from 5 to 7 years using the straight-line method.
Capital Expenditures
For reporting purposes, the Partnership capitalizes all carpet, vinyl,
appliance, and HVAC replacements. The Partnership expenses all other
expenditures that total less than $10,000. Expenditures over $10,000 and
expenditures related to contracts over $10,000 are evaluated individually for
capitalization.
Impairment of Investment Property Values
The Partnership is required to make subjective assessments as to whether there
are impairments in the value of its investment property. Management's estimates
of impairment in the value of the investment property have a direct impact on
the Partnership's net income.
The Partnership follows the provisions of Statement of Financial Accounting
Standards (SFAS) No. 144, "Accounting for the Impairment or Disposal of
Long-Lived Assets". The Partnership assesses the carrying value of its
long-lived asset whenever events or changes in circumstances indicate that the
carrying amount of the underlying asset may not be recoverable. Certain factors
that may occur and indicate that an impairment exists include, but are not
limited to: significant underperformance relative to projected future operating
results; significant changes in the manner of the use of the asset; and
significant adverse industry or market economic trends. If the carrying value of
the property may not be recoverable based upon the existence of one or more of
the above indicators of impairment, management measures the impairment based on
projected discounted cash flows using a discount rate determined by management
to be commensurate with the risk inherent in the property, compared to the
property's current carrying value.
7
Liquidity and Capital Resources
Cash as of May 31, 2004 was $401,000, a decrease of $250,000 from November 30,
2003. Cash provided from operating activities for the six months ended May 31,
2004 was $297,000, a decrease of $108,000 from the same period in 2003. An
accounts payable for a contract related to the fire damage of $262,000 is offset
by an accounts receivable for estimated insurance proceeds related to the fire
damage of $252,000. Investing activities used $276,000 primarily due to a
renovation of the clubhouse for $103,000 and pool and deck improvements for
$40,000 along with other investments in property improvements including carpet,
flooring, HVAC and appliance replacements. Cash used in financing activities was
$271,000, comprised primarily of $227,000 of distributions of $10 per limited
partner unit, which were paid in each of January 2004 and April 2004.
Contractual Obligations
The mortgage note payable is secured by Woodhollow Apartments and calls for
monthly interest payments of $61,000, with interest fixed at 7.45%. The
principal balance is due December 1, 2010. In the event of prepayment by the
Partnership, the note requires a substantial prepayment penalty.
Management believes the Partnership's current cash position and the property's
ability to provide operating cash flow should enable the Partnership to fund
anticipated capital expenditures and meet debt obligations.
RESULTS OF OPERATIONS
For the three and six month periods ended May 31, 2004, the Partnership's
revenues were $684,000 and $1,385,000, respectively. Revenues decreased by
$24,000 (3.4%) and $56,000 (3.9%) respectively for the three and six-month
periods ended May 31, 2004 as compared to the same periods ended May 31, 2003.
This decrease was primarily due to an increase in vacancy loss of $18,000 and
$41,000 for the three and six-month periods ended May 31, 2004, respectively.
For the three and six month periods ended May 31, 2004, the Partnership's
operating expenses were $491,000 and $995,000, respectively. Expenses decreased
by $30,000 (5.8%) for the three-month period ended May 31, 2004 as compared to
the same period ended May 31, 2003. The decrease in expenses was primarily due
to a decrease in other expenses of $29,000. Expenses for the six-month period
ended May 31, 2004 are comparable to those for the same period ended May 31,
2003.
Woodhollow was 88% occupied at May 31, 2004, as compared to 94% as of May 31,
2003. Twenty-two (22) units, or approximately 5% of the property, are vacant due
to the fire described below. Based on industry information, the average
occupancy of the sub-market Woodhollow competes with is in the low to mid 90%
range. Interest rates remain low, which normally increases losses of tenants who
move out of apartments when they purchase homes.
On April 16, 2004, Woodhollow incurred a fire in one building. The damage was
limited to the 22 units in that building. Management estimates that the damages
are covered by insurance, less a $10,000 deductible. The insurance policy also
covers loss of rents and management is currently in discussions with the
insurance company as to the amount of rental loss the partnership will be
reimbursed for. Management believes that the repairs will be completed in
September 2004, and the units will be available for rental at that time.
INFLATION
The effects of inflation did not have a material impact upon the Registrant's
operations in fiscal 2003 or the six months ended May 31, 2004 and are not
expected to materially affect the Registrant's operations in the remainder of
2004.
OFF-BALANCE SHEET ARRANGEMENTS
The Partnership does not have any "off-balance sheet arrangements" as defined in
Item 303 (c) of Regulations S-B promulgated under the Securities Exchange Act of
1934, as amended.
8
ITEM 3: CONTROLS AND PROCEDURES
Under the supervision and with the participation of the management of Maxus
Capital Corp., including the Partnership's Chief Executive Officer and Chief
Financial Officer, the Partnership has established a system of controls and
other procedures designed to ensure that information required to be disclosed in
its periodic reports filed under the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), is recorded, processed, summarized and reported within the
time periods specified in the Securities and Exchange Commission's rules and
forms. These disclosure controls and procedures have been evaluated under the
direction of the Chief Executive Officer and Chief Financial Officer as of May
31, 2004. Based on such evaluations, the Chief Executive Officer and Chief
Financial Officer have concluded that the disclosure controls and procedures (as
defined in the Exchange Act Rule 13a-15(e) and Rule 15d-15(e)) are effective.
There has been no change in internal control over financial reporting that has
materially affected or is reasonably likely to materially affect, the
Partnership's internal control over financial reporting during the period
covered by this report.
PART II. OTHER INFORMATION
ITEM 1: LEGAL PROCEEDINGS
None
ITEM 2. CHANGES IN SECURITIES AND SMALL BUSINESS ISSUER PURCHASES OF EQUITY
SECURITIES
On November 25, 2003, the Partnership commenced an odd-lot offer to purchase up
to 3,887 of the Partnership's limited partnership units from limited partners
holding 15 units or fewer (the "Offer"). The Offer expired on December 26, 2003.
In connection with the Offer, the Partnership redeemed 95 limited partnership
units of the Partnership at $450 per unit. The Partnership also redeemed an
additional 5 units from a previous odd-lot offer, which had been pending the
receipt of complete documentation. As a result, as of June 15, 2004, there are
11,361 outstanding limited partnership units.
On June 14, 2004, the Partnership commenced an odd-lot offer to purchase up to
4,874 of the Partnership's limited partnership units from limited partners
holding 25 units or fewer (the "June Offer") at $507 per unit. The June Offer
expires on July 16, 2004 unless extended.
Equity Repurchases for Quarter Ended May 31, 2004:
Maximum Number
(or Approximate
Total Number of Dollar Value) of
Average Total Units Purchased Units That May
Equity Security Price Number As Part of Publicly Yet Be Purchased
Repurchased By Period of Paid of Units Announced Under the Plans
Partnership Repurchase Per Unit Purchased Plans or Programs Or Programs
- ------------------------- -------------- -------- --------- ------------------- ----------------
Limited Partnership Units 3/1/04-3/31/04 --- --- --- ---
Limited Partnership Units 4/1/04-4/30/04 $450 5 --- ---
Limited Partnership Units 5/1/04-5/31/04 $430 5 --- ---
--------- ------------------- ----------------
10 --- ---
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None
9
ITEM 5. OTHER INFORMATION
The Board of Directors of the Partnership's general partner (Maxus Capital
Corp.) declared cash distributions of $10 per limited partnership unit, payable
to holders of record as of January 1, April 1, and July 1, 2004, that were paid
on January 10, and April 10, 2004, and are payable on July 10, 2004,
respectively. The Partnership anticipates, subject to continued performance and
availability of funds, continuing such quarterly distributions, at least in the
near future.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
See Exhibit Index on Page 12
(b) Reports on Form 8-K
No reports on Form 8-K were filed by the Registrant during the
second quarter of 2004.
10
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.
MAXUS REAL PROPERTY INVESTORS-FOUR, L.P.
By: MAXUS CAPITAL CORP.
General Partner
Dated: July 1, 2004 By: /s/ David L. Johnson
--------------------
David L. Johnson
President and Chief Executive Officer
(Principal Executive Officer)
Dated: July 1, 2004 By: /s/ John W. Alvey
--------------------
John W. Alvey
Vice President, Treasurer and
Chief Financial Officer
(Principal Financial and Accounting Officer)
11
EXHIBIT INDEX
Exhibit
Number Description
3.1 Amended and Restated Agreement and Certificate of Limited Partnership dated
April 7, 1982 is incorporated by reference from Exhibit 3.1 to the Form
10-K for the fiscal year ended November 30, 1999 filed by the Registrant
(File No. 000-11023).
3.2 Amendment of Certificate of Limited Partnership dated December 21, 1999 is
incorporated by reference to the Form 8-K filed by the Registrant on
31.1 Certification of the Chief Executive Officer Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002
31.2 Certification of the Chief Financial Officer Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002
32.1 Certification of the Chief Executive Officer Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002
32.2 Certification of the Chief Financial Officer Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002
12