FORM 10-QSB--QUARTERLY 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
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended February 28, 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 0-11574
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, P.O. Box 1089
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 Securities Exchange Act of 1934 during the preceding 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)
February 28, 1998
Assets
Cash and cash equivalents $ 3,055
Receivables and deposits 712
Restricted escrows 1,164
Other assets 709
Investment properties:
Land $ 4,242
Buildings and related personal property 71,175
75,417
Less accumulated depreciation (41,184) 34,233
$39,873
Liabilities and Partners' Capital (Deficit)
Liabilities
Accounts payable $ 166
Tenant security deposit liabilities 371
Accrued property taxes 141
Other liabilities 446
Mortgage notes payable 31,415
Partners' Capital (Deficit)
General partners $ (329)
Limited partners (52,538 units
issued and outstanding) 7,663 7,334
$39,873
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
February 28,
Revenues: 1998 1997
Rental income $3,284 $3,091
Other income 203 210
Total revenues 3,487 3,301
Expenses:
Operating 1,380 1,508
General and administrative 105 71
Depreciation 720 735
Interest 684 695
Property taxes 201 209
Total expenses 3,090 3,218
Net income $ 397 $ 83
Net income allocated to general
partners (1%) $ 4 $ 1
Net income allocated to limited
partners (99%) 393 82
$ 397 $ 83
Net income per limited partnership unit $ 7.48 $ 1.56
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, 1997 52,538 $(333) $ 7,825 $ 7,492
Net income for the three
months ended February 28, 1998 -- 4 393 397
Distributions to partners -- -- (555) (555)
Partners' (deficit) capital
at February 28, 1998 52,538 $(329) $ 7,663 $ 7,334
<FN>
See Accompanying Notes to Consolidated Financial Statements
</FN>
d) SHELTER PROPERTIES V LIMITED PARTNERSHIP
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(in thousands)
Three Months Ended
February 28,
1998 1997
Cash flows from operating activities:
Net income $ 397 $ 83
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation 720 735
Amortization of discounts and loan costs 45 44
Change in accounts:
Receivables and deposits 14 130
Other assets 58 52
Accounts payable 21 (198)
Tenant security deposit liabilities 9 (6)
Accrued property taxes (67) (123)
Other liabilities 10 (183)
Net cash provided by operating activities 1,207 534
Cash flows from investing activities:
Property improvements and replacements (164) (270)
Withdrawals from (deposits to) restricted escrows 85 (59)
Net cash used in investing activities (79) (329)
Cash flows from financing activities:
Payments on mortgage notes payable (115) (106)
Loan costs paid -- (15)
Partners' distributions (1,305) (3,520)
Net cash used in financing activities (1,420) (3,641)
Net decrease in cash and cash equivalents (292) (3,436)
Cash and cash equivalents at beginning of period 3,347 6,103
Cash and cash equivalents at end of period $ 3,055 $ 2,667
Supplemental disclosure of cash flow
information:
Cash paid for interest $ 641 $ 618
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 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 month period ended February 28,
1998, are not necessarily indicative of the results that may be expected for the
fiscal year ending November 30, 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 November 30, 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.
Three Months Ended
February 28,
1998 1997
(in thousands)
Net cash provided by operating activities $1,207 $ 534
Payments on mortgage notes payable (115) (106)
Property improvements and replacements (164) (270)
Change in restricted escrows, net 85 (59)
Changes in reserves for net operating
liabilities (45) 328
Additional operating reserves (968) (500)
Net cash used in operations $ -- $ (73)
The General Partner reserved an additional $968,000 at February 28, 1998 to fund
the continuing capital improvements and repairs at all of the properties.
The Corporate General Partner reserved an additional $500,000 at February 28,
1997, to fund capital improvement projects at the three November 1996 refinanced
properties as required by the lender. Also, the Corporate General Partner
reserved this amount to fund the continuing capital improvements and repairs at
the four other 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 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 1998 and
1997:
Three Months Ended
February 28,
1998 1997
(in thousands)
Property management fees (included in operating expenses) $174 $164
Reimbursement for services of affiliates including approximately
$2,000 and $30,000 of construction oversight reimbursements
in 1998 and 1997, respectively (included in general and
administrative, operating expenses and investment properties) 70 79
For the period of December 1, 1996 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, 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
was not significant.
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 February 28, 1998 and 1997:
Average Occupancy
1998 1997
Foxfire Apartments
Atlanta, Georgia 94% 90%
Old Salem Apartments
Charlottesville, Virginia 94% 92%
Woodland Village Apartments
Columbia, South Carolina 91% 89%
Lake Johnson Mews
Raleigh, North Carolina 95% 92%
The Lexington Apartments
Sarasota, Florida 97% 98%
Millhopper Village Apartments
Gainesville, Florida 95% 90%
Tar River Estates
Greenville, North Carolina 98% 93%
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. Exterior renovations are also the cause for increases in
occupancy at Woodland Village Apartments, Lake Johnson Mews, and Millhopper
Village Apartments. The increase in occupancy at Tar River Estates and Foxfire
Apartments is a result of management's intensified marketing efforts.
Results of Operations
The Partnership's net income for the three months ended February 28, 1998, was
approximately $397,000, as compared to net income of approximately $83,000 for
the corresponding period in 1997. The increase in net income is primarily
attributable to an increase in rental income and a decrease in operating
expenses. The increase in rental income is due to the increase in average
occupancy at six of the Partnership's seven properties. The decrease in
operating expenses is due to a decrease in maintenance expenses due to
preventative repairs to exterior patios and balconies which were performed at
Lexington Green and extensive landscaping improvements at Foxfire, Lake Johnson
Mews and Tar River Estates, all of which were performed in 1997. Offsetting the
above increases in net income was an increase in general and administrative
expenses, due to increases in audit fees and general partner reimbursements.
Included in operating expenses for the period ended February 28, 1998, is
approximately $14,000 of major repairs and maintenance comprised primarily of
swimming pool repairs and window coverings. For the period ended February 28,
1997 operating expenses included approximately $138,000 of major repairs and
maintenance comprised primarily of exterior building repairs and major
landscaping.
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.
Liquidity and Capital Resources
At February 28, 1998, the Partnership had cash and cash equivalents of
approximately $3,055,000 compared to approximately $2,667,000 at February 28,
1997. The net decrease in cash and cash equivalents for the three months ended
February 28, 1998 and 1997 is $292,000 and $3,436,000, respectively. Net cash
provided by operating activities increased due to the increase in net income as
discussed above, along with increases in accounts payable, accrued property
taxes, and other liabilities due to the timing of payments to creditors. Net
cash used in investing activities decreased as a result of an increase in
receipts from restricted escrows and a decrease in property improvements and
replacements. Net cash used in financing activities decreased as a result of a
decrease in partners' distributions.
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 $31,415,000, net of discount, is amortized over
varying periods with required balloon payments ranging from February 1, 1999, to
November 1, 2003, at which time the properties will either be refinanced or
sold. During the first three months of 1998 the Partnership distributed
approximately $1,305,000 to the partners, $750,000 of which was accrued at
November 30, 1997. The remaining $555,000 was from refinancing proceeds and
accordingly was distributed entirely to the limited partners. The Partnership
made a distribution during the corresponding period of 1997 of $3,520,000,
approximately $3,064,000 of which was from refinancing proceeds and the
remaining was from operations. Future cash distributions will depend on the
levels of net cash generated from operations, property sales, and the
availability of cash reserves.
Year 2000
The Partnership is dependent upon the 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 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.
On March 17, 1998, Insignia entered into an agreement to merge its national
residential property management operations, and its controlling interest in
Insignia Properties Trust, 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 General
Partner of the Partnership.
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 first quarter ended February 28,
1998
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: April 14, 1998