FORM 10-QSB--QUARTERLY REPORT UNDER SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
UNITED STATES
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 August 31, 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 0-11574
SHELTER PROPERTIES V LIMITED PARTNERSHIP
(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.)
One Insignia Financial Plaza
Greenville, South Carolina 29602
(Address of principal executive offices) (Zip Code)
(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 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 LIMITED PARTNERSHIP
CONSOLIDATED BALANCE SHEET
(Unaudited)
(in thousands, except unit data)
August 31, 1997
Assets
Cash:
Unrestricted $ 3,527
Restricted--tenant security deposits 377
Accounts receivable 84
Escrow for taxes and insurance 449
Restricted escrows 1,189
Other assets 857
Investment properties:
Land $ 4,242
Buildings and related personal property 70,747
74,989
Less accumulated depreciation (39,688) 35,301
$41,784
Liabilities and Partners' Capital (Deficit)
Liabilities
Accounts payable $ 141
Tenant security deposits 377
Accrued taxes 363
Other liabilities 410
Mortgage notes payable 31,609
Partners' Capital (Deficit) $ (319)
General partners
Limited partners (52,538 units
issued and outstanding) 9,203 8,884
$41,784
See Accompanying Notes to Consolidated Financial Statements
b) SHELTER PROPERTIES V LIMITED PARTNERSHIP
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(in thousands, except per unit data)
Three Months Ended Nine Months Ended
August 31, August 31,
1997 1996 1997 1996
Revenues:
Rental income $3,210 $3,004 $ 9,481 $8,977
Interest income 48 45 145 142
Other income 164 163 507 403
Total revenues 3,422 3,212 10,133 9,522
Expenses:
Operating 1,083 1,060 3,280 3,046
General and administrative 109 79 276 260
Maintenance 569 624 1,517 1,464
Depreciation 760 770 2,242 2,264
Interest 691 666 2,080 2,014
Property taxes 200 177 612 584
Total expenses 3,412 3,376 10,007 9,632
Net (loss) income $ 10 $ (164) $ 126 $ (110)
Net (loss) income allocated to
general partners (1%) $ -- $ (2) $ 1 $ (1)
Net (loss) income allocated to
limited partners (99%) 10 (162) 125 (109)
$ 10 $ (164) $ 126 $ (110)
Net (loss) income per limited
partnership unit $ 0.19 $(3.08) $ 2.38 $(2.07)
See Accompanying Notes to Consolidated Financial Statements
c) SHELTER PROPERTIES V LIMITED PARTNERSHIP
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, 1996 52,538 $(315) $12,593 $12,278
Net income for the nine months
ended August 31, 1997 -- 1 125 126
Partners' distributions paid -- (5) (3,515) (3,520)
Partners' (deficit) capital
at August 31, 1997 52,538 $(319) $ 9,203 $ 8,884
See Accompanying Notes to Consolidated Financial Statements
d) SHELTER PROPERTIES V LIMITED PARTNERSHIP
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(in thousands)
Nine Months Ended
August 31,
1997 1996
Cash flows from operating activities:
Net income (loss) $ 126 $ (110)
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation 2,242 2,264
Amortization of discounts and loan costs 135 105
Change in accounts:
Restricted cash (6) (22)
Accounts receivable (53) (3)
Escrows for taxes and insurance (36) (97)
Other assets (41) 11
Accounts payable (227) (231)
Tenant security deposit liabilities 6 20
Accrued taxes 94 146
Other liabilities (129) 128
Net cash provided by operating activities 2,111 2,211
Cash flows from investing activities:
Property improvements and replacements (928) (874)
Deposits to restricted escrows investments (184) (62)
Receipts from restricted escrows 280 76
Net cash used in investing activities (832) (860)
Cash flows from financing activities:
Payments on mortgage notes payable (324) (608)
Loan costs paid (12) (54)
Partners' distributions (3,520) (500)
Net cash used in financing activities (3,856) (1,162)
Net (decrease) increase in cash (2,577) 189
Cash at beginning of period 6,104 3,247
Cash at end of period $ 3,527 $ 3,436
Supplemental disclosure of cash flow information:
Cash paid for interest $ 1,912 $ 1,909
See Accompanying Notes to Consolidated Financial Statements
e) SHELTER PROPERTIES V LIMITED PARTNERSHIP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE A - BASIS OF PRESENTATION
The accompanying unaudited financial statements 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 nine month periods ended August 31, 1997, are not necessarily
indicative of the results that may be expected for the fiscal year ending
November 30, 1997. 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 November 30, 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
August 31,
1997 1996
(in thousands)
Net cash provided by operating activities $ 2,111 $2,211
Payments on mortgage notes payable (324) (608)
Property improvements and replacements (928) (874)
Change in restricted escrows, net 96 14
Changes in reserves for net operating
liabilities 392 48
Additional reserves (1,347) (800)
Net cash used in operations $ -- $ (9)
The Corporate General Partner reserved an additional $1,347,000 at August 31,
1997. A distribution of approximately $750,000 will be made in the fourth
quarter of 1997. Also, the Corporate General Partner reserved this amount to
fund the continuing capital improvements and repairs at the four other
properties. At August 31, 1996, the Corporate General Partner reserved an
additional $800,000 to fund continuing capital improvements and prepare for the
refinancings of Woodland Village, Lake Johnson Mews and Millhopper Village.
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 transactions with
Insignia Financial Group, Inc. and its affiliates were incurred in 1997 and 1996
(in thousands):
For the Nine Months Ended
August 31,
1997 1996
Property management fees $499 $469
Reimbursement for services of affiliates 170 129
The Partnership insures 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 current year's master policy. The current agent
assumed the financial obligations to the affiliate of the Corporate General
Partner, who 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.
NOTE D - MORTGAGE NOTES PAYABLE
On November 13, 1996, the Partnership refinanced the mortgage notes at Woodland
Village, Lake Johnson Mews, and Millhopper Village. Gross proceeds from the
refinancing were $12,000,000 of which approximately $8,053,000 was used to pay
off the existing mortgage debts (including accrued interest and pre-payment
penalties). The new notes require monthly interest only payments at a fixed
interest rate of 7.33%, and have balloon payments due on November 1, 2003. The
old debt carried fixed and variable interest rates ranging from 7.5% to 9.5%
with maturities beginning in January 1997. As a result of these refinancings,
the Partnership recorded an extraordinary loss of approximately $84,000.
NOTE E - DISTRIBUTION TO PARTNERS
In January 1997, the Partnership distributed approximately $3,520,000 to the
partners. The limited partners received approximately $3,515,000 ($66.91 per
limited partnership unit) and the general partners received approximately
$5,000. Of the approximately $3,520,000 distribution, approximately $3,064,000
was from refinancing proceeds and the remaining was from operations.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
The Partnership's investment properties consist of seven apartment complexes.
The following table sets forth the average occupancy of the properties for the
quarters ended August 31, 1997 and 1996:
Average
Occupancy
1997 1996
Foxfire Apartments
Atlanta, Georgia 92% 94%
Old Salem Apartments
Charlottesville, Virginia 93% 85%
Woodland Village Apartments
Columbia, South Carolina 90% 92%
Lake Johnson Mews
Raleigh, North Carolina 94% 94%
The Lexington Apartments
Sarasota, Florida 96% 95%
Millhopper Village Apartments
Gainesville, Florida 95% 98%
Tar River Estates
Greenville, North Carolina 91% 85%
The Corporate General Partner attributes the increase in occupancy at Old Salem
Apartments to exterior renovations and the refurbishment of the swimming pool at
the property. The increase in occupancy at Tar River Estates is a result of
management's intensified marketing efforts.
The Partnership's net income for the three and nine month periods ended August
31, 1997, was approximately $10,000 and $126,000, respectively, compared to net
losses of approximately $164,000 and $110,000, respectively, for the same
periods of 1996. The change from net loss to net income is primarily
attributable to increased rental rates at all of the investment properties and
increased occupancy at three of the seven investment properties. Also
contributing to the increase in net income were increases in other income due to
increased collection of utilities at Old Salem Apartments and lease cancellation
fees at The Lexington, Millhopper Village and Lake Johnson Mews. Partially
offsetting the increases in net income were increases in operating, general and
administrative, and tax expenses. The increase in operating expense is due to
increased concessions and advertising at Millhopper Village and Lake Johnson
Mews in hopes of maintaining or improving current occupancy levels. The
increase in general and administrative expense is due to an increase in
partnership administrative cost reimbursements. The increase in tax expense is
due to overall increases in the yearly real estate tax assessments at The
Lexington Apartments.
Included in maintenance expense for the period ended August 31, 1997, is
approximately $328,000 of major repairs and maintenance comprised of major
landscaping, exterior building improvements, and exterior painting. For the
nine months ended August 31, 1996, maintenance expense included approximately
$333,000 of major repairs and maintenance comprised of exterior building
improvements, major landscaping, and parking lot repairs.
As part of the ongoing business plan of the Partnership, the Corporate General
Partner monitors the rental market environment 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.
At August 31, 1997, the Partnership reported unrestricted cash of approximately
$3,527,000 compared to approximately $3,436,000 at August 31, 1996. Net cash
provided by operating activities decreased as a result of decreases in other
liabilities due to the timing of payments to vendors. Net cash used in
investing activities decreased due to increased net receipts from restricted
escrows. Net cash used in financing activities increased as a result of the
distribution which was made in the first quarter of 1997.
As required by the 1996 refinancings of Woodland Village, Lake Johnson Mews and
Millhopper Village, certain improvements will be performed in 1997. These
projects include repaving and restriping the parking lots, resurfacing the
pools, exterior painting, new roofs, 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 the other four properties, although certain
routine capital and maintenance expenditures have been budgeted.
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 property 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 $31,609,000, net of discount, is amortized over
varying periods with required balloon payments ranging from February 1, 1999, to
December 10, 2016, at which time the properties will either be refinanced or
sold. During the nine months ended August 31, 1997 and 1996, the Partnership
made distributions of approximately $3,520,000 and $500,000, respectively. The
Partnership anticipates making a distribution during 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.
PART II - OTHER INFORMATION
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 filed during the quarter ended August 31, 1996:
None.
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 LIMITED PARTNERSHIP
By: Shelter Realty V Corporation
Corporate General Partner
By: /s/William H. Jarrard, Jr.
William H. Jarrard, Jr.
President
By: /s/Ronald Uretta
Ronald Uretta
Principal Financial Officer
and Principal Accounting Officer
Date: September 22, 1997