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
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended May 31, 1999
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 0-11574
SHELTER PROPERTIES V
(Exact name of small business issuer as specified in its charter)
South Carolina 57-0721855
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
55 Beattie Place, P.O. Box 1089
Greenville, South Carolina 29602
(Address of principal executive offices)
Issuer's telephone number (864) 239-1000
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Securities 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 V
CONSOLIDATED BALANCE SHEET
(Unaudited)
(in thousands, except unit data)
May 31, 1999
Assets
Cash and cash equivalents $ 2,317
Receivables and deposits 807
Restricted escrows 1,098
Other assets 632
Investment properties:
Land $ 4,242
Buildings and related personal property 72,578
76,820
Less accumulated depreciation (44,858) 31,962
$36,816
Liabilities and Partners' Capital (Deficit)
Liabilities
Accounts payable $ 78
Tenant security deposit liabilities 369
Accrued property taxes 364
Other liabilities 439
Mortgage notes payable 30,891
Partners' Capital (Deficit)
General partners $ (334)
Limited partners (52,538 units
issued and outstanding) 5,009 4,675
$36,816
See Accompanying Notes to Consolidated Financial Statements
b)
SHELTER PROPERTIES V
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(in thousands, except per unit data)
Three Months Ended Six Months Ended
May 31, May 31,
1999 1998 1999 1998
Revenues:
Rental income $3,469 $3,284 $6,891 $6,568
Other income 224 230 418 433
Total revenues 3,693 3,514 7,309 7,001
Expenses:
Operating 1,445 1,495 2,688 2,875
General and administrative 102 97 188 202
Depreciation 711 730 1,443 1,450
Interest 675 685 1,352 1,369
Property taxes 217 219 432 420
Total expenses 3,150 3,226 6,103 6,316
Net income $ 543 $ 288 $1,206 $ 685
Net income allocated to
general partners (1%) $ 5 $ 3 $ 12 $ 7
Net income allocated to
limited partners (99%) 538 285 1,194 678
$ 543 $ 288 $1,206 $ 685
Net income per limited
partnership unit $10.24 $ 5.42 $22.73 $12.90
Distributions per limited
partnership unit $ -- $ -- $35.80 $10.56
See Accompanying Notes to Consolidated Financial Statements
c)
SHELTER PROPERTIES V
CONSOLIDATED STATEMENT OF CHANGES IN PARTNERS' CAPITAL (DEFICIT)
(Unaudited)
(in thousands, except unit data)
Limited
Partnership General Limited
Units Partners Partners Total
Original capital contributions 52,538 $ 2 $52,538 $52,540
Partners' (deficit) capital
at November 30, 1998 52,538 $(327) $ 5,696 $ 5,369
Net income for the six
months ended May 31, 1999 -- 12 1,194 1,206
Distributions to partners -- (19) (1,881) (1,900)
Partners' (deficit) capital
at May 31, 1999 52,538 $(334) $ 5,009 $ 4,675
See Accompanying Notes to Consolidated Financial Statements
d)
SHELTER PROPERTIES V
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(in thousands)
Six Months Ended
May 31,
1999 1998
Cash flows from operating activities:
Net income $ 1,206 $ 685
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation 1,443 1,450
Amortization of discounts and loan costs 91 90
Change in accounts:
Receivables and deposits 171 (202)
Other assets (63) 97
Accounts payable (125) (59)
Tenant security deposit liabilities 9 30
Accrued property taxes (38) 152
Other liabilities (6) 9
Net cash provided by operating activities 2,688 2,252
Cash flows from investing activities:
Property improvements and replacements (481) (409)
Net withdrawals from restricted escrows 15 195
Net cash used in investing activities (466) (214)
Cash flows from financing activities:
Payments on mortgage notes payable (252) (232)
Loan costs paid (10) --
Partners' distributions (3,018) (1,305)
Net cash used in financing activities (3,280) (1,537)
Net (decrease) increase in cash and cash equivalents (1,058) 501
Cash and cash equivalents at beginning of period 3,375 3,347
Cash and cash equivalents at end of period $ 2,317 $ 3,848
Supplemental disclosure of cash flow information:
Cash paid for interest $ 1,261 $ 1,280
See Accompanying Notes to Consolidated Financial Statements
e)
SHELTER PROPERTIES V
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE A - BASIS OF PRESENTATION
The accompanying unaudited consolidated financial statements of Shelter
Properties V (the "Partnership" or "Registrant") have been prepared in
accordance with generally accepted accounting principles for interim financial
information and with the instructions to Form 10-QSB and Item 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 V 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 May 31, 1999, are
not necessarily indicative of the results that may be expected for the fiscal
year ending November 30, 1999. 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 November 30, 1998.
Principles of Consolidation
The financial statements include all the accounts of the Partnership and its two
99.99% owned partnerships. The general partner of the consolidated partnership
is Shelter Realty V Corporation. Shelter Realty V Corporation may be removed by
the Registrant; therefore, the consolidated partnership is controlled and
consolidated by the Registrant. All significant interpartnership balances have
been eliminated.
NOTE B - TRANSFER OF CONTROL
Pursuant to a series of transactions which closed on October 1, 1998 and
February 26, 1999, Insignia Financial Group, Inc. and Insignia Properties Trust
merged into Apartment Investment and Management Company ("AIMCO"), a publicly
traded real estate investment trust, with AIMCO being the surviving corporation
(the "Insignia Merger"). As a result, AIMCO acquired a 100% ownership interest
in the Corporate General Partner. The Corporate General Partner does not
believe that this transaction will have a material effect on the affairs and
operations of the Partnership.
NOTE C - 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 from 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
May 31,
1999 1998
(in thousands)
Net cash provided by operating activities $ 2,688 $2,252
Payments on mortgage notes payable (252) (232)
Property improvements and replacements (481) (409)
Change in restricted escrows, net 15 195
Change in reserves for net operating liabilities 52 (27)
Additional operating reserves (1,352) (1,779)
Net cash used in operations $ 670 $ --
The Corporate General Partner reserved an additional $1,352,000 and $1,779,000
at May 31, 1999 and 1998, respectively, to fund capital improvements and repairs
at the Partnership's seven investment properties.
NOTE D - 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 certain payments
to affiliates for services and as reimbursement of certain expenses incurred by
affiliates on behalf of the Partnership. The following payments were paid or
accrued to the Corporate General Partner and affiliates during the six months
ended May 31, 1999 and 1998:
1999 1998
(in thousands)
Property management fees (included in
operating expenses) $ 365 $ 351
Reimbursement for services of affiliates
(included in general and administrative expenses
and investment properties) (1) 107 126
(1) Included in "Reimbursement for services of affiliates" for the six months
ended May 31, 1998 is approximately $4,000, in reimbursements for
construction oversight costs. There were no such costs incurred for the
six months ended May 31, 1999.
During the six months ended May 31, 1999 and 1998, affiliates of the Corporate
General Partner were entitled to receive 5% of gross receipts from all of the
Registrant's properties for providing property management services. The
Registrant paid to such affiliates $365,000 and $351,000 for the six months
ended May 31, 1999 and 1998, respectively.
An affiliate of the Corporate General Partner received reimbursement of
accountable administrative expenses amounting to approximately $107,000 and
$126,000 for the six months ended May 31, 1999 and 1998, respectively.
NOTE E - SEGMENT REPORTING
Description of the types of products and services from which the reportable
segment derives its revenue:
The Partnership has one reportable segment: residential properties. The
Partnership's residential property segment consists of seven apartment complexes
located in Florida, South Carolina, Virginia, Georgia, and North Carolina. The
Partnership rents apartment units to tenants for terms that are typically twelve
months or less.
Measurement of segment profit or loss:
The Partnership evaluates performance based on net income. The accounting
policies of the reportable segment are the same as those of the Partnership as
described in the Partnership's annual report on Form 10-KSB for the fiscal year
ended November 30, 1998.
Factors management used to identify the enterprises reportable segment:
The Partnership's reportable segment consists of investment properties that
offer similar products and services. Although each of the investment properties
is managed separately, they have been aggregated into one segment as they
provide services with similar types of products and customers.
Segment information for the six months ended May 31, 1999 and 1998 is shown in
the tables below. The "Other" column includes partnership administration
related items and income and expense not allocated to the reportable segment.
1999 RESIDENTIAL OTHER TOTALS
Rental income $ 6,891 $ -- $ 6,891
Other income 392 26 418
Interest expense 1,352 -- 1,352
Depreciation 1,443 -- 1,443
General and administrative
expense -- 188 188
Segment profit (loss) 1,368 (162) 1,206
Total assets 36,183 633 36,816
Capital expenditures for
investment properties 481 -- 481
1998 RESIDENTIAL OTHER TOTALS
Rental income $ 6,568 $ -- $ 6,568
Other income 379 54 433
Interest expense 1,369 -- 1,369
Depreciation 1,450 -- 1,450
General and administrative
expense -- 202 202
Segment profit (loss) 833 (148) 685
Total assets 36,984 3,236 40,220
Capital expenditures for
investment properties 409 -- 409
NOTE F - 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 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 Financial Group, Inc.
("Insignia") and entities which were, at one time, affiliates of Insignia
("Insignia 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. On June 25, 1998, the Corporate General
Partner filed a motion seeking dismissal of the action. In lieu of responding to
the motion, the plaintiffs have filed an amended complaint. The Corporate
General Partner has filed demurrers to the amended complaint which were heard
during February 1999. No ruling on such demurrers has been received. The
Corporate General Partner does not anticipate that costs associated with this
case, if any, will be material to the Partnership's overall operations.
On July 30, 1998, certain entities claiming to own limited partnership interests
in certain limited partnerships whose general partners were, at the time,
affiliates of Insignia filed a complaint entitled EVEREST PROPERTIES, LLC V.
INSIGNIA FINANCIAL GROUP, INC. ET AL. in the Superior Court of the State of
California, county of Los Angeles. This case was settled on March 3, 1999. The
Partnership is responsible for a portion of the settlement costs. These costs
have been paid and are included in general and administrative expenses at May
31, 1999. The expense did not have a material effect on the Partnership's
overall operations.
The Partnership is unaware of any other pending or outstanding litigation that
is not of a routine nature arising in the ordinary course of business.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
The matters discussed in this Form 10-QSB contain certain forward-looking
statements and involve risks and uncertainties (including changing market
conditions, competitive and regulatory matters, etc.) detailed in the
disclosures contained in this Form 10-QSB and the other filings with the
Securities and Exchange Commission made by the Registrant from time to time.
The discussions of the Registrant's business and results of operations,
including forward-looking statements pertaining to such matters, does not take
into account the effects of any changes to the Registrant's business and results
of operations. Accordingly, actual results could differ materially from those
projected in the forward-looking statements as a result of a number of factors,
including those identified herein.
The Partnership's investment properties consist of seven apartment complexes.
The following table sets forth the average occupancy of the properties for the
six months ended May 31, 1999 and 1998:
Average Occupancy
1999 1998
Foxfire Apartments
Atlanta, Georgia 95% 93%
Old Salem Apartments
Charlottesville, Virginia 95% 94%
Woodland Village Apartments
Columbia, South Carolina 95% 91%
Lake Johnson Mews
Raleigh, North Carolina 95% 94%
The Lexington Green Apartments
Sarasota, Florida 98% 96%
Millhopper Village Apartments
Gainesville, Florida 95% 96%
Tar River Estates
Greenville, North Carolina 96% 97%
The Corporate General Partner attributes the increase in occupancy at Woodland
Village Apartments to management's intensified marketing efforts.
Results of Operations
The Registrant's net income for the three and six months ended May 31, 1999 was
approximately $543,000 and $1,206,000 as compared to approximately $288,000 and
$685,000 for the three and six months ended May 31, 1998. The increase in net
income is due to an increase in total revenue and a decrease in total expenses.
Total revenue increased due to an increase in rental income. The increase in
rental income is due primarily to the increase in average annual rental rates at
all seven of the Registrant's investment properties and the increase in
occupancy at all properties except Millhopper Village and Tar River Estates.
The increase in rental income is partially offset by a decrease in other income
which is due primarily to lower interest income as a result of a decrease in the
cash balances in money market accounts.
Total expenses decreased primarily due to reductions in operating expense and to
a lesser extent reductions in depreciation, interest, and general and
administrative expenses. Operating expense decreased due to decreases in
salaries and related expenses, insurance, and maintenance expenses. Salaries
and related expenses decreased due to a reduction in the work force at Foxfire
Apartments and The Lexington Apartments. Insurance expense decreased at all of
the investment properties due to a change in insurance carriers during the
current year. Maintenance expense decreased as a result of expenses incurred in
the first six months of 1998 for major landscaping and interior building
improvements, which did not recur in the first six months of 1999. The decrease
in total expenses for the six months ended May 31, 1999 was slightly offset by
an increase in property taxes due to an overaccrual of property taxes for the
first six months of 1999 at Foxfire Apartments.
General and administrative expenses decreased as a result of a decrease in
management reimbursements to the Corporate General Partner allowed under the
Partnership Agreement. Also included in general and administrative expenses are
costs associated with the quarterly and annual communications with investors and
regulatory agencies and the annual audits and appraisals required by the
Partnership Agreement.
As part of the ongoing business plan of the Partnership, the Corporate General
Partner monitors the rental market environments of each 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
The Registrant had cash and cash equivalents of approximately $2,317,000 at May
31, 1999, compared to approximately $3,848,000 at May 31, 1998. The decrease
in cash and cash equivalents of approximately $1,058,000 for the six months
ended May 31, 1999 from the Registrant's year end, is primarily due to
approximately $3,280,000 of cash used in financing activities and approximately
$466,000 of cash used in investing activities which was partially offset by
approximately $2,688,000 of cash provided by operating activities. Cash used in
financing activities consisted primarily of partner distributions and, to a
lesser extent, payments of principal made on the mortgages encumbering the
Registrant's properties. Cash used in investing activities consisted of
property improvements and replacements which was offset by net withdrawals from
escrow accounts maintained by the mortgage lender. The Registrant invests its
working capital reserves in money market accounts.
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 various properties to adequately maintain the
physical assets and other operating needs of the Registrant and to comply with
Federal, state, and local legal and regulatory requirements. Capital
improvements planned for each of the Registrant's properties are detailed below.
Millhopper Village
Based on a report received from an independent third party consultant analyzing
necessary exterior improvements and estimates made by the Corporate General
Partner on interior improvements, it is estimated that Millhopper Village
requires approximately $482,000 of capital improvements over the near-term. The
Partnership has budgeted, but is not limited to, capital improvements of
approximately $245,000 for 1999 at this property consisting primarily of floor
and cabinet replacements, structural repairs and recreational facility
improvements. During the six months ended May 31, 1999, the Partnership spent
approximately $92,000 on capital improvements consisting primarily of structural
repairs and floor covering replacement.
Foxfire Apartments
Based on a report received from an independent third party consultant analyzing
necessary exterior improvements and estimates made by the Corporate General
Partner on interior improvements, it is estimated that Foxfire Apartments
requires approximately $281,000 of capital improvements over the near-term. The
Partnership has budgeted, but is not limited to, capital improvements of
approximately $340,000 for 1999 at this property consisting primarily of
interior and exterior improvements. During the six months ended May 31, 1999,
the Partnership spent approximately $61,000 on capital improvements consisting
primarily of swimming pool repairs and floor covering replacement. The swimming
pool repairs are substantially complete as of May 31, 1999.
Lake Johnson Mews
Based on a report received from an independent third party consultant analyzing
necessary exterior improvements and estimates made by the Corporate General
Partner on interior improvements, it is estimated that Lake Johnson Mews
requires approximately $483,000 of capital improvements over the near-term. The
Partnership has budgeted, but is not limited to, capital improvements of
approximately $226,000 for 1999 at this property consisting primarily of
interior and exterior improvements. During the six months ended May 31, 1999,
the Partnership spent approximately $42,000 on capital improvements consisting
primarily of floor covering replacement.
Woodland Village
Based on a report received from an independent third party consultant analyzing
necessary exterior improvements and estimates made by the Corporate General
Partner on interior improvements, it is estimated that Woodland Village requires
approximately $482,000 of capital improvements over the near-term. The
Partnership has budgeted, but is not limited to, capital improvements of
approximately $480,000 for 1999 at this property consisting primarily of
swimming pool repairs, a roofing project, heating upgrades, landscaping, parking
lot repairs, and flooring replacements. During the six months ended May 31,
1999, the Partnership spent approximately $77,000 on capital improvements
consisting primarily of floor covering replacements, swimming pool repairs, and
exterior painting.
The Lexington Green Apartments
Based on a report received from an independent third party consultant analyzing
necessary exterior improvements and estimates made by the Corporate General
Partner on interior improvements, it is estimated that The Lexington Green
Apartments requires approximately $603,000 of capital improvements over the
near-term. The Partnership has budgeted, but is not limited to, capital
improvements of approximately $717,000 for 1999 at this property consisting
primarily of landscaping, sewer and swimming pool projects, parking lot repairs
and floor covering replacements. During the six months ended May 31, 1999, the
Partnership spent approximately $85,000 on capital improvements consisting
primarily of sewer replacement and floor covering replacement.
Tar River Estates
Based on a report received from an independent third party consultant analyzing
necessary exterior improvements and estimates made by the Corporate General
Partner on interior improvements, it is estimated that Tar River Estates
requires approximately $603,000 of capital improvements over the near-term. The
Partnership has budgeted, but is not limited to, capital improvements of
approximately $540,000 for 1999 at this property consisting primarily of
interior and exterior improvements. During the six months ended May 31, 1999,
the Partnership spent approximately $80,000 on capital improvements consisting
primarily of floor covering replacement.
Old Salem Apartments
Based on a report received from an independent third party consultant analyzing
necessary exterior improvements and estimates made by the Corporate General
Partner on interior improvements, it is estimated that Old Salem Apartments
requires approximately $482,000 of capital improvements over the near-term. The
Partnership has budgeted, but is not limited to, capital improvements of
approximately $900,000 for 1999 at this property consisting primarily of air
conditioning upgrades, floor covering replacement, roofing and parking lot
projects and other interior and exterior building improvements. During the six
months ended May 31, 1999, the Partnership spent approximately $44,000 on
capital improvements consisting primarily of floor covering replacement.
The additional capital expenditures will be incurred only if cash is available
from operations or from Partnership reserves. To the extent that such budgeted
capital improvements are completed, the Registrant's distributable cash flow, if
any, may be adversely affected at least in the short term.
The Registrant's current assets are thought to be sufficient for any near-term
needs (exclusive of capital improvements) of the Registrant. The mortgage
indebtedness of approximately $30,891,000 net of discount, is amortized over
varying periods with required balloon payments ranging from November 15, 2002 to
November 1, 2003. The Corporate General Partner will attempt to refinance such
indebtedness and/or sell the properties prior to such maturity date. The
mortgage on Foxfire Apartments which was originally scheduled to mature on
February 1, 1999 has been extended while the Corporate General Partner
negotiates replacement financing. Negotiations are continuing at this time. If
the properties cannot be refinanced or sold for a sufficient amount, the
Registrant may risk losing such properties through foreclosure.
Cash distributions of approximately $3,018,000 were paid during the six months
ended May 31, 1999, $1,118,000 of which related to a payable at November 30,
1998. The remaining $1,900,000 ($1,881,000 of which was paid to the limited
partners which was $35.80 per limited partnership unit) was paid from
operations. A cash distribution of approximately $1,305,000 was made during the
six months ended May 31, 1998, $750,000 of which related to a payable at
November 30, 1997. The remaining $555,000 ($10.56 per limited partnership unit)
was from refinancing proceeds and accordingly was distributed entirely to the
limited partners. Subsequent to May 31, 1998 the Corporate General Partner
approved and paid a distribution of $670,000 from operations ($663,300 of which
was paid to limited partners which was $12.63 per limited partnership unit).
Future cash distributions will depend on the levels of net cash generated from
operations, the availability of cash reserves, and the timing of debt
maturities, refinancings and/or property sales. There can be no assurance,
however, that the Registrant will generate sufficient funds from operations
after planned capital improvement expenditures to permit any additional
distributions to its partners in 1999 or subsequent periods.
Year 2000 Compliance
General Description of the Year 2000 Issue and the Nature and Effects of the
Year 2000 on Information Technology (IT) and Non-IT Systems
The Year 2000 issue is the result of computer programs being written using two
digits rather than four digits to define the applicable year. The Partnership
is dependent upon the Corporate General Partner and its affiliates for
management and administrative services ("Managing Agent"). Any of the computer
programs or hardware that have date-sensitive software or embedded chips may
recognize a date using "00" as the year 1900 rather than the year 2000. This
could result in a system failure or miscalculations causing disruptions of
operations, including, among other things, a temporary inability to process
transactions, send invoices, or engage in similar normal business activities.
Over the past two years, the Managing Agent has determined that it will be
required to modify or replace significant portions of its software and certain
hardware so that those systems will properly utilize dates beyond December 31,
1999. The Managing Agent presently believes that with modifications or
replacements of existing software and certain hardware, the Year 2000 issue can
be mitigated. However, if such modifications and replacements are not made, or
not completed in time, the Year 2000 issue could have a material impact on the
operations of the Partnership.
The Managing Agent's plan to resolve Year 2000 issues involves four phases:
assessment, remediation, testing, and implementation. To date, the Managing
Agent has fully completed its assessment of all the information systems that
could be significantly affected by the Year 2000, and has begun the remediation,
testing and implementation phases on both hardware and software systems.
Assessments are continuing in regards to embedded systems. The status of each
is detailed below.
Status of Progress in Becoming Year 2000 Compliant, Including Timetable for
Completion of Each Remaining Phase
Computer Hardware:
During 1997 and 1998, the Managing Agent identified all of the computer systems
at risk and formulated a plan to repair or replace each of the affected systems.
In August 1998, the main computer system used by the Managing Agent became fully
functional. In addition to the main computer system, PC-based network servers,
routers and desktop PCs were analyzed for compliance. The Managing Agent has
begun to replace each of the non-compliant network connections and desktop PCs
and, as of April 30, 1999, had completed approximately 75% of this effort.
The total cost to the Managing Agent to replace the PC-based network servers,
routers and desktop PCs is expected to be approximately $1.5 million of which
$1.3 million has been incurred to date. The remaining network connections and
desktop PCs are expected to be upgraded to Year 2000 compliant systems by July
31, 1999.
Computer Software:
The Managing Agent utilizes a combination of off-the-shelf, commercially
available software programs as well as custom-written programs that are designed
to fit specific needs. Both of these types of programs were studied, and
implementation plans written and executed with the intent of repairing or
replacing any non-compliant software programs.
During 1998, the Managing Agent began converting the existing property
management and rent collection systems to its management properties Year 2000
compliant systems. The estimated additional costs to convert such systems at all
properties, is $200,000, and the implementation and the testing process is
expected to be completed by July 31, 1999.
The final software area is the office software and server operating systems.
The Managing Agent has upgraded all non-compliant office software systems on
each PC and has upgraded 80% of the server operating systems. The remaining
server operating systems are planned to be upgraded to be Year 2000 compliant by
July 31, 1999.
Operating Equipment:
The Managing Agent has operating equipment, primarily at the property sites,
which needed to be evaluated for Year 2000 compliance. In September 1997, the
Managing Agent began taking a census and inventory of embedded systems
(including those devices that use time to control systems and machines at
specific properties, for example elevators, heating, ventilating, and air
conditioning systems, security and alarm systems, etc.).
The Managing Agent has chosen to focus its attention mainly upon security
systems, elevators, heating, ventilating and air conditioning systems, telephone
systems and switches, and sprinkler systems. While this area is the most
difficult to fully research adequately, management has not yet found any major
non-compliance issues that put the Managing Agent at risk financially or
operationally. The Managing Agent intends to have a third-party conduct an
audit of these systems and report their findings by July 31, 1999.
Any of the above operating equipment that has been found to be non-compliant to
date has been replaced or repaired. To date, these have consisted only of
security systems and phone systems. As of May 31, 1999 the Managing Agent has
evaluated approximately 86% of the operating equipment for the Year 2000
compliance.
The total cost incurred for all properties managed by the Managing Agent as of
May 31, 1999 to replace or repair the operating equipment was approximately
$400,000. The Managing Agent estimates the cost to replace or repair any
remaining operating equipment is approximately $325,000, which is expected to be
completed by August 30, 1999.
The Managing Agent continues to have "awareness campaigns" throughout the
organization designed to raise awareness and report any possible compliance
issues regarding operating equipment within its enterprise.
Nature and Level of Importance of Third Parties and Their Exposure to the Year
2000
The Managing Agent continues to conduct surveys of its banking and other vendor
relationships to assess risks regarding their Year 2000 readiness. The Managing
Agent has banking relationships with three major financial institutions, all of
which have indicated their compliance efforts will be complete before July,
1999. The Managing Agent has updated data transmission standards with all of the
financial institutions. The Managing Agent's contingency plan in this regard is
to move accounts from any institution that cannot be certified Year 2000
compliant by August 1, 1999.
The Partnership does not rely heavily on any single vendor for goods and
services, and does not have significant suppliers and subcontractors who share
information systems (external agent). To date the Partnership is not aware of
any external agent with a Year 2000 compliance issue that would materially
impact the Partnership's results of operations, liquidity, or capital resources.
However, the Partnership has no means of ensuring that external agents will be
Year 2000 compliant.
The Managing Agent does not believe that the inability of external agents to
complete their Year 2000 remediation process in a timely manner will have a
material impact on the financial position or results of operations of the
Partnership. However, the effect of non-compliance by external agents is not
readily determinable.
Costs to Address Year 2000
The total cost of the Year 2000 project to the Managing Agent is estimated at
$3.5 million and is being funded from operating cash flows. To date, the
Managing Agent has incurred approximately $2.8 million ($0.6 million expensed
and $2.2 million capitalized for new systems and equipment) related to all
phases of the Year 2000 project. Of the total remaining project costs,
approximately $0.5 million is attributable to the purchase of new software and
operating equipment, which will be capitalized. The remaining $0.2 million
relates to repair of hardware and software and will be expensed as incurred.
The Partnership's portion of these costs are not material.
Risks Associated with the Year 2000
The Managing Agent believes it has an effective program in place to resolve the
Year 2000 issue in a timely manner. As noted above, the Managing Agent has not
yet completed all necessary phases of the Year 2000 program. In the event that
the Managing Agent does not complete any additional phases, certain worst case
scenarios could occur. The worst case scenarios could include elevators,
security and heating, ventilating and air conditioning systems that read
incorrect dates and operate with incorrect schedules (e.g., elevators will
operate on Monday as if it were Sunday). Although such a change would be
annoying to residents, it is not business critical.
In addition, disruptions in the economy generally resulting from Year 2000
issues could also adversely affect the Partnership. The Partnership could be
subject to litigation for, among other things, computer system failures,
equipment shutdowns or failure to properly date business records. The amount of
potential liability and lost revenue cannot be reasonably estimated at this
time.
Contingency Plans Associated with the Year 2000
The Managing Agent has contingency plans for certain critical applications and
is working on such plans for others. These contingency plans involve, among
other actions, manual workarounds and selecting new relationships for such
activities as banking relationships and elevator operating systems.
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 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 Financial Group, Inc.
("Insignia") and entities which were, at one time, affiliates of Insignia
("Insignia 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. On June 25, 1998, the Corporate General
Partner filed a motion seeking dismissal of the action. In lieu of responding to
the motion, the plaintiffs have filed an amended complaint. The Corporate
General Partner has filed demurrers to the amended complaint which were heard
during February 1999. No ruling on such demurrers has been received. The
Corporate General Partner does not anticipate that costs associated with this
case, if any, will be material to the Partnership's overall operations.
On July 30, 1998, certain entities claiming to own limited partnership interests
in certain limited partnerships whose general partners were, at the time,
affiliates of Insignia filed a complaint entitled EVEREST PROPERTIES, LLC V.
INSIGNIA FINANCIAL GROUP, INC. ET AL. in the Superior Court of the State of
California, county of Los Angeles. This case was settled on March 3, 1999. The
Partnership is responsible for a portion of the settlement costs. These costs
have been paid and are included in general and administrative expenses at May
31, 1999. The expense did not have a material effect on the Partnership's
overall operations.
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 six months ended May 31, 1999:
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 V
By: Shelter Realty V Corporation
Corporate General Partner
By: /s/Patrick J. Foye
Patrick J. Foye
Executive Vice President and Director
By: /s/Carla R. Stoner
Carla R. Stoner
Senior Vice President
Finance and Administration
Date: July 6, 1999