FORM 10-QSB--QUARTERLY OR TRANSITIONAL REPORT UNDER SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
QUARTERLY OR TRANSITIONAL
U.S. 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 quarterly period ended September 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)
(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 I LIMITED PARTNERSHIP
CONSOLIDATED BALANCE SHEET
(in thousands, except unit data)
(Unaudited)
September 30, 1997
Assets
Cash and cash equivalents:
Unrestricted $ 1,906
Restricted-tenant security deposits 130
Accounts receivable 16
Escrow for taxes 158
Restricted escrows 1,078
Other assets 354
Investment properties:
Land $ 1,428
Buildings and related personal property 18,314
19,742
Less accumulated depreciation (13,417) 6,325
$ 9,967
Liabilities and Partners' Deficit
Liabilities
Accounts payable $ 80
Tenant security deposits 130
Accrued property taxes 123
Other liabilities 254
Mortgage notes payable 11,494
Partners' Deficit
General partners' $ (48)
Limited partners' (15,000 units
issued and outstanding) (2,066) (2,114)
$ 9,967
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 Nine Months Ended
September 30, September 30,
1997 1996 1997 1996
Revenues:
Rental income $1,209 $1,128 $3,547 $3,367
Other income 67 70 229 197
Total revenues 1,276 1,198 3,776 3,564
Expenses:
Operating 430 398 1,259 1,155
General and administrative 42 33 125 113
Maintenance 159 202 506 514
Depreciation 160 160 465 467
Interest 240 233 721 704
Property taxes 63 53 189 179
Total expenses 1,094 1,079 3,265 3,132
Net income $ 182 $ 119 $ 511 $ 432
Net income allocated to
general partners (1%) $ 2 $ 1 $ 5 $ 4
Net income allocated to
limited partners (99%) 180 118 506 428
$ 182 $ 119 $ 511 $ 432
Net income per limited
partnership unit $12.01 $ 7.88 $33.73 $28.54
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 nine months
ended September 30, 1997 -- 5 506 511
Partners' deficit at
September 30, 1997 15,000 $(48) $(2,066) $ (2,114)
See Accompanying Notes to Consolidated Financial Statements
d) SHELTER PROPERTIES I LIMITED PARTNERSHIP
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(Unaudited)
Nine Months Ended
September 30,
1997 1996
Cash flows from operating activities:
Net income $ 511 $ 432
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation 465 467
Amortization of discounts and loan costs 66 91
Change in accounts:
Restricted cash 1 (1)
Accounts receivable 21 3
Escrows for taxes (46) (72)
Other assets (21) (6)
Accounts payable 16 (141)
Tenant security deposit liabilities (2) 4
Accrued property taxes 52 118
Other liabilities (9) (2)
Net cash provided by operating activities 1,054 893
Cash flows from investing activities:
Property improvements and replacements (438) (200)
Deposits to restricted escrows (139) (38)
Net cash used in investing activities (577) (238)
Cash flows from financing activities:
Payments on mortgage notes payable (94) (292)
Distributions to partners (1,258) (5)
Loan costs paid (12) (62)
Net cash used in financing activities (1,364) (359)
Net (decrease) increase in unrestricted cash and cash
equivalents (887) 296
Unrestricted cash and cash equivalents at
beginning of period 2,793 1,065
Unrestricted cash and cash equivalents at
end of period $ 1,906 $1,361
Supplemental disclosure of cash flow information:
Cash paid for interest $ 655 $ 613
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 and nine month periods ended September 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
consolidated 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.
Nine Months Ended
September 30,
(in thousands)
1997 1996
Net cash provided by operating activities $1,054 $ 893
Payments on mortgage notes payable (94) (292)
Property improvements and replacements (438) (200)
Change in restricted escrows, net (139) (38)
Changes in reserves for net operating
liabilities (12) 97
Additional reserves (371) (460)
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 $371,000 and $460,000,
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:
Nine Months Ended
September 30,
(in thousands)
1997 1996
Property management fees (included in
operating expenses) $184 $176
Reimbursement for services of affiliates,
including approximately $8,000 and $3,000
of construction oversight reimbursements
in 1997 and 1996, respectively (included
in general and administrative and
maintenance expenses) 90 55
Due to general partners 101 101
For the period of January 1, 1996 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, who received 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 September 26, 1997, an affiliate of the General Partner purchased Lehman
Brothers' Class "D" subordinated bonds of SASCO, 1992-M1. These bonds are
secured by 55 multi-family apartment mortgage loan pairs held in Trust,
including Windsor Hills Apartments owned by the Partnership.
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 each
of the nine months ended September 30, 1997 and 1996:
Average
Occupancy
Property 1997 1996
Quail Hollow Apartments
West Columbia, South Carolina 93% 96%
Windsor Hills Apartments
Blacksburg, Virginia 94% 94%
Heritage Pointe Apartments
(Formerly Rome Georgian Apartments)
Rome, Georgia 90% 87%
Stone Mountain West Apartments
Stone Mountain, Georgia 96% 95%
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 nine month periods ended
September 30, 1997, was approximately $182,000 and $511,000, respectively,
compared to net income of approximately $119,000 and $432,000, respectively, for
the corresponding periods of 1996. The increase in net income is primarily due
to increases in rental income and other income. Rental income increased due to
increases in rental rates at Stone Mountain West and Windsor Hills Apartments
and an increase in occupancy at Heritage Pointe Apartments, which were only
partially offset by a decrease in occupancy at Quail Hollow Apartments. Other
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 increases in operating, general and administrative, and tax expenses.
The increase in operating expense is primarily due to an increase in payroll
expenses at Heritage Pointe due to the hiring of a maintenance technician and
full and part time leasing agents in 1997. General and administrative expense
increased due to an increase in partnership administration cost reimbursements.
Tax expense increased due to the loss of an appeal at Heritage Pointe for 1996
taxes.
Included in maintenance expense for the period ended September 30, 1997, is
approximately $72,000 of major repairs and maintenance comprised of exterior
building improvements, major landscaping, and window coverings. For the nine
months ended September 30, 1996, maintenance expense included approximately
$91,000 of major repairs and maintenance comprised of expenses related to
parking lot paving, tennis court resurfacing, and exterior building
improvements.
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 September 30, 1997, the Partnership reported unrestricted cash and cash
equivalents of approximately $1,906,000 compared to approximately $1,361,000 at
September 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 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 $11,494,000, 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 nine months ended September 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 nine months
ended September 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 fourth 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 September 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: November 13, 1997