FORM 10-QSB--QUARTERLY REPORT UNDER SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
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 June 30, 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 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)
June 30, 1998
Assets
Cash and cash equivalents $ 1,712
Receivables and deposits 274
Restricted escrows 1,004
Other assets 290
Investment properties:
Land $ 1,428
Buildings and related personal property 18,710
20,138
Less accumulated depreciation (13,900) 6,238
$ 9,518
Liabilities and Partners' Deficit
Liabilities
Accounts payable $ 36
Tenant security deposit liabilities 132
Accrued property taxes 88
Other liabilities 257
Mortgage notes payable 11,420
Partners' Deficit
General partners $ (50)
Limited partners (15,000 units
issued and outstanding) (2,365) (2,415)
$ 9,518
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 Six Months Ended
June 30, June 30,
1998 1997 1998 1997
Revenues:
Rental income $1,219 $1,156 $2,475 $2,323
Other income 98 84 152 162
Total revenues 1,317 1,240 2,627 2,485
Expenses:
Operating 537 610 1,056 1,161
General and administrative 48 53 114 83
Depreciation 157 154 310 305
Interest 238 240 476 481
Property taxes 63 64 126 126
Total expenses 1,043 1,121 2,082 2,156
Net income $ 274 $ 119 $ 545 $ 329
Net income allocated
to general partners (1%) $ 3 $ 1 $ 5 $ 3
Net income allocated
to limited partners (99%) 271 118 540 326
$ 274 $ 119 $ 545 $ 329
Net income per limited
partnership unit $18.07 $ 7.86 $36.00 $21.73
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 six months
ended June 30, 1998 -- 5 540 545
Partners' deficit at
June 30, 1998 15,000 $(50) $(2,365) $ (2,415)
See Accompanying Notes to Consolidated Financial Statements
d) SHELTER PROPERTIES I LIMITED PARTNERSHIP
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(Unaudited)
Six Months Ended
June 30,
1998 1997
Cash flows from operating activities:
Net income $ 545 $ 329
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation 310 305
Amortization of discounts and loan costs 44 44
Change in accounts:
Receivables and deposits (81) 20
Other assets 13 (30)
Accounts payable (179) 27
Tenant security deposit liabilities 3 (5)
Accrued property taxes 82 17
Other liabilities (19) (14)
Net cash provided by operating activities 718 693
Cash flows from investing activities:
Property improvements and replacements (211) (194)
Withdrawals from (deposits to) restricted escrows 44 (97)
Net cash used in investing activities (167) (291)
Cash flows from financing activities:
Payments on mortgage notes payable (67) (62)
Distributions to partners (800) (1,258)
Loan costs paid -- (12)
Net cash used in financing activities (867) (1,332)
Net decrease in cash and cash equivalents (316) (930)
Cash and cash equivalents at beginning of period 2,028 2,792
Cash and cash equivalents at end of period $ 1,712 $ 1,862
Supplemental disclosure of cash flow information:
Cash paid for interest $ 432 $ 437
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 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 six
month periods ended June 30, 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
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.
Six Months Ended
June 30,
(in thousands)
1998 1997
Net cash provided by operating activities $ 718 $ 693
Payments on mortgage notes payable (67) (62)
Property improvements and replacements (211) (194)
Change in restricted escrows, net 44 (97)
Changes in reserves for net operating
Liabilities 181 (15)
Additional reserves (665) (325)
Net cash used in operations $ -- $ --
At June 30, 1998 and 1997, the Corporate General Partner believed it to be in
the best interest of the Partnership to reserve an additional $665,000 and
$325,000, respectively, to fund continuing capital improvements and maintenance
items at the four properties. 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. The following transactions with
Insignia Financial Group, Inc. ("Insignia") and its affiliates were incurred in
1998 and 1997.
Six Months Ended
June 30,
1998 1997
(in thousands)
Property management fees (included in operating expenses) $131 $123
Reimbursement for services of affiliates (included in
operating, general and administrative expenses and
investment properties) (1) 72 54
Due to general partners 101 101
(1) Included in "Reimbursements for services of affiliates" for 1998 is
approximately $7,000 of reimbursements for construction oversight costs.
During 1992 a liability of approximately $101,000 was incurred to the general
partners for sales commissions earned. Per the Partnership Agreement, this
liability can not be paid until certain levels of return are received by the
limited partners. As of June 30, 1998, the level of return to the limited
partners has not been met.
For the period of January 1, 1997 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 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 IPT,
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 Corporate General Partner of the
Partnership.
On July 21, 1998, Insignia affiliates (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 2,400 of the outstanding units
of limited partnership interest in the Partnership, at $625 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 on July 21, 1998. Because of the
existing and potential future conflicts of interest (described in the
Partnership's Statements on Schedule 14D-9 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 interest in the
Partnership may not always be consistent with the best interest of the other
limited partners.
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 the
six months ended June 30, 1998 and 1997:
Average
Occupancy
Property 1998 1997
Quail Hollow Apartments
West Columbia, South Carolina 96% 91%
Windsor Hills Apartments
Blacksburg, Virginia 96% 95%
Heritage Pointe Apartments
(Formerly Rome Georgian Apartments)
Rome, Georgia 89% 89%
Stone Mountain West Apartments
Stone Mountain, Georgia 96% 97%
Results of Operations
The Corporate General Partner attributes the increase in occupancy at Quail
Hollow to interior upgrades in the apartments units. The increase is also
attributable to roof repairs and replacements and parking lot seal coating which
have improved the appearance of the complex.
The Partnership's net income for the three and six month periods ended June 30,
1998, was approximately $274,000 and $545,000, respectively, compared to net
income of approximately $119,000 and $329,000, respectively, for the same
periods of 1997. The increase in net income is due to an increase in rental
income and a decrease in operating expenses, partially offset by an increase in
general and administrative expenses. Rental income increased due to increases in
occupancy at Quail Hollow Apartments as discussed above along with an increase
in average rental rates at all properties. Operating expenses decreased
primarily due to a decrease in maintenance expense. Maintenance expense
decreased due to the installation of more efficient plumbing fixtures at Windsor
Hills, moisture barriers under several buildings at Heritage Pointe and interior
building improvements and painting at Heritage Pointe in the first and second
quarters of 1997. General and administrative expenses increased due to property
valuations performed on the properties and an increase in General Partner
reimbursements.
Included in maintenance expense in 1998 and 1997 is approximately $46,000 and
$68,000, respectively, of major repairs and maintenance comprised of exterior
building improvements, major landscaping, parking lot and window coverings.
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 June 30, 1998, the Partnership reported cash and cash equivalents of
approximately $1,712,000 compared to approximately $1,862,000 at June 30, 1997.
The net decrease in cash and cash equivalents for the six months ended June 30,
1998 and 1997 is approximately $316,000 and $930,000, respectively. Net cash
provided by operating activities increased as a result of the increase in net
income, as discussed above, and an increase in accrued taxes as a result of the
timing of tax payments. Partially offsetting these changes is an increase in
accounts receivable and deposits and a decrease in accounts payable as a result
of the timing of receipts and payments. Net cash used in investing activities
decreased due to an increase in withdrawals from restricted escrows which were
offset by an increase in property improvements and replacements. 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 and maintenance 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. As of June 30, 1998 these projects are in process
and are in various stages of completion. 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 $11,420,000, 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 six months ended June 30, 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 taxable income generated from Quail Hollow in 1997. During the six
months ended June 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.
Future cash distributions will depend on the levels of net cash generated from
operations, property sales and the availability of cash reserves. The Corporate
General Partner is evaluating the feasibility making a cash distribution from
operations during the third quarter of 1998.
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 and its affiliates of
interests in certain general partner entities, past tender offers 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 believes the action to be without merit, and
intends to vigorously defend it. On June 24, 1998, the Corporate General
Partner filed a motion seeking dismissal of the action.
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:
None filed during the quarter ended June 30, 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: July 30, 1998