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 quarter period ended May 31, 2001
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 0-11023
--------
MAXUS REAL PROPERTY INVESTORS-FOUR, L.P.
(Exact name of small business issuer as specified in its charter)
Missouri 43-1250566
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
104 Armour Road, North Kansas City, Missouri 64116
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (816) 303-4500
Indicate by check mark whether the Registrant (1) has 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 [ ]
1
INDEX
Page
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS:
Balance Sheets 3
Statements of Operations 4
Statements of Cash Flows 5
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS
OF OPERATIONS 7
PART II - OTHER INFORMATION 9
ITEM 1. LEGAL PROCEEDINGS 9
ITEM 2. CHANGES IN SECURITIES 9
ITEM 3. DEFAULTS UPON SENIOR SECURITIES 9
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS 9
ITEM 5. OTHER INFORMATION 9
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K 9
SIGNATURES 10
EXHIBIT INDEX 11
2
PART 1 - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
MAXUS REAL PROPERTY INVESTORS - FOUR, L.P.
(A LIMITED PARTNERSHIP)
BALANCE SHEETS
May 31, November 30,
2001 2000
(Unaudited)
ASSETS:
Investment property
Land $ 1,014,000 1,014,000
Buildings and improvements 15,419,000 15,313,000
---------- ----------
16,433,000 16,327,000
Less accumulated depreciation 9,541,000 9,259,000
--------- ---------
Total investment property 6,892,000 7,068,000
Cash and cash equivalents 1,530,000 1,186,000
Accounts receivable, less allowance for doubtful accounts 140,000 51,000
Prepaid expenses 18,000 12,000
Deferred expenses, less accumulated amortization 98,000 93,000
--------- ---------
Total assets
$ 8,678,000 8,410,000
========== ==========
LIABILITIES AND PARTNERS' DEFICIT:
Liabilities:
Mortgage notes payable $ 9,900,000 9,900,000
Accounts payable and accrued expenses 299,000 124,000
Refundable tenant deposits 102,000 99,000
---------- ---------
Total liabilities 10,301,000 10,123,000
Partners' deficit (1,623,000) (1,713,000)
----------- -----------
Total liabilities and partners' deficit $ 8,678,000 8,410,000
=========== ==========
3
MAXUS REAL PROPERTY INVESTORS - FOUR, L.P.
(A LIMITED PARTNERSHIP)
STATEMENTS OF OPERATIONS
(UNAUDITED)
Three Months Ended Six Months Ended
May 31, May 31, May 31, May 31,
2001 2000 2001 2000
Revenues:
Rental $ 669,000 794,000 1,318,000 1,478,000
Other 48,000 69,000 93,000 184,000
-------- -------- --------- --------
Total revenues 717,000 863,000 1,411,000 1,662,000
-------- -------- --------- ---------
Expenses:
Depreciation and amortization 152,000 188,000 287,000 352,000
Repairs and maintenance, including common
area maintenance 72,000 101,000 152,000 185,000
Real estate taxes 34,000 70,000 68,000 160,000
Interest, net 176,000 288,000 349,000 605,000
Professional fees 58,000 18,000 88,000 59,000
General and administrative 49,000 51,000 103,000 93,000
Utilities 33,000 51,000 69,000 102,000
Property management fees - related parties 43,000 44,000 85,000 81,000
Other 64,000 73,000 120,000 134,000
-------- -------- --------- ---------
Total expenses 681,000 884,000 1,321,000 1,771,000
-------- -------- --------- ---------
Income (loss) before gain on sale 36,000 (21,000) 90,000 (109,000)
Gain on sale of Cobblestone Court -- 1,541,000 -- 1,541,000
---------- ---------- --------- ---------
Net Income $ 36,000 1,520,000 90,000 1,432,000
========== ========== ========= ==========
Net income allocation:
General partners $ 2,000 26,000 2,000 25,000
Limited partners 34,000 1,494,000 88,000 1,407,000
$ 36,000 1,520,000 90,000 1,432,000
========= ========== ========== ==========
Limited partners' data:
Net income (loss) per unit:
Income (loss) before gain on sale $ 2.51 (1.46) 6.50 (7.89)
Gain on sale of Cobblestone Court -- 111.89 -- 111.89
------- ------- -------- -------
Total $ 2.51 110.43 6.50 104.00
======= ======= ======= =======
Weighted average limited partnership units outstanding 13,529 13,529 13,529 13,529
======= ======= ======= ========
4
MAXUS REAL PROPERTY INVESTORS-FOUR, L.P.
(A LIMITED PARTNERSHIP)
STATEMENTS OF CASH FLOWS
(UNAUDITED)
Six Months Ended
May 31 May 31
2001 2000
---- ----
Cash flows from operating activities:
Net income $ 90,000 1,432,000
Adjustments to reconcile net income to net
cash provided by operating activities:
Gain on sale of Cobblestone Court -- (1,541,000)
Depreciation and amortization 287,000 352,000
Changes in accounts affecting operations:
Accounts receivable (89,000) 158,000
Prepaid expenses (6,000) 15,000
Deferred expense (10,000) --
Accounts payable and accrued expenses 175,000 (221,000)
Refundable tenant deposits 3,000 17,000
----------- ----------
Net cash provided by operating activities 450,000 212,000
----------- ----------
Cash flows from investing activities:
Capital expenditures (106,000) (32,000)
Proceeds from sale of Cobblestone Court, net of
related expenses -- 4,941,000
----------- ----------
Net cash provided (used) by investing activities (106,000) 4,909,000
----------- ----------
Cash flows from financing activities:
Principal payments on mortgage notes payable -- (4,633,000)
----------- ----------
Net increase in cash and cash equivalents 344,000 488,000
Cash and cash equivalents, beginning of period 1,186,000 21,000
----------- ----------
Cash and cash equivalents, end of period $ 1,530,000 509,000
=========== ==========
Supplemental disclosure of cash flow information -
cash paid during the six months for interest $ 307,000 605,000
=========== ==========
5
MAXUS REAL PROPERTY INVESTORS-FOUR, L.P.
(A LIMITED PARTNERSHIP)
NOTES TO UNAUDITED FINANCIAL STATEMENTS
THREE MONTHS ENDED MAY 31, 2001 AND MAY 31, 2000
(1) Summary of Significant Accounting Policies
Refer to the financial statements of Maxus Real Property Investors - Four, L.P.,
formerly known as Nooney Real Property Investors - Four, L.P. (the
"Partnership"), for the year ended November 30, 2000, which are contained in the
Partnership's Annual Report on Form 10-KSB, for a description of the accounting
policies which have been continued without change except as noted below. Also,
refer to the footnotes to those statements for additional details of the
Partnership's financial condition and results of operations. The details in
those notes have not changed except as a result of normal transactions in the
interim or as noted below. In the opinion of the general partner, all
adjustments (which include only normal recurring adjustments) necessary to
present fairly the financial position, results of operations and changes in
financial position at May 31, 2001 and for all periods presented have been made.
The results for the three and six-month periods ended May 31, 2001 are not
necessarily indicative of the results which may be expected for the entire year.
(a) Description of Business
The Partnership is a limited partnership organized under the laws of the State
of Missouri on February 9, 1982. The Partnership was organized to invest
primarily in income-producing real properties such as shopping centers, office
buildings and other commercial properties, apartment buildings, warehouses, and
light industrial properties. The Partnership's portfolio is comprised of an
apartment building located in West St. Louis County, Missouri (Woodhollow
Apartments) which generated 100% of total revenues for the quarter ended May 31,
2001 and 81% of total revenues for the quarter ended May 31, 2000. A retail
shopping center (Cobblestone Court) located in Burnsville, Minnesota, a suburb
of Minneapolis, which generated 19% of total revenues for the quarter ended May
31, 2000, was sold on May 24, 2000.
(b) Basis of Accounting
The financial statements include only those assets, liabilities, and results of
operations of the partners which relate to the business of Maxus Real Property
Investors-Four, L.P. The statements do not include assets, liabilities, revenues
or expenses attributable to the partners' individual activities. No provision
has been made for federal and state income taxes since these taxes are the
responsibility of the partners.
(the remainder of this page left blank intentionally)
6
ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OR RESULTS OF OPERATIONS
This 10-QSB contains forward-looking information (as defined in the Private
Securities Litigation Reform Act of 1995) that involves risk and uncertainty,
including trends in the real estate investment market, projected leasing and
sales, and future prospects for the Partnership. Actual results could differ
materially from those contemplated by such statements.
Liquidity and Capital Resources
Cash as of May 31, 2001 was $1,530,000, an increase of $344,000 from November
30, 2000. Cash provided from operating activities for the six months ended May
31, 2001 was $450,000. Investing activities used $106,000 due to property and
equipment purchased. Management believes the Partnership's current cash position
and ability to provide cash flow is adequate to service debt and fund
anticipated capital requirements.
Results of Operations
The results of operations for the Partnership's properties for the three and six
months ended May 31, 2001 and May 31, 2000 are detailed in the schedule below.
Woodhollow Apartments Cobblestone Court
Three Months Six Months Three Months Six Months
Ended Ended Ended Ended
May 31, 2001 May 31, 2001
Revenues $ 717,000 1,411,000 $ -- --
Expenses 681,000 1,321,000 -- --
-------- --------- ------- ---------
Net Income
$ 36,000 90,000 $ -- --
========== ========= ========== ==========
Woodhollow Apartments Cobblestone Court
Three Months Six Months Three Months Six Months
Ended Ended Ended Ended
May 31, 2000 May 31, 2000
Revenues $ 698,000 1,308,000 $ 165,000 354,000
Expenses 651,000 1,288,000 233,000 483,000
-------- --------- -------- -------
Net Income (Loss) before
gain on sale $ 47,000 20,000 $ (68,000) (129,000)
========== ========= ========== =========
Pro Forma Results
The table below presents the pro-forma results of operations without Cobblestone
Court for the three and six months ended May 31, 2000. Cobblestone Court was
sold May 24, 2000. These pro forma operating results are not necessarily
indicative of what the actual results would have been had the Cobblestone Court
property been sold at the beginning of the earliest period presented.
7
Pro Forma Results - Continued
Three Months Ended Six Months Ended
May 31, May 31, May 31, May 31,
2001 2000 2001 2000
(pro forma) (pro forma)
Revenues $ 717,000 698,000 1,411,000 1,308,000
Repairs and maintenance, including
common area maintenance 72,000 71,000 152,000 106,000
Interest, net 176,000 198,000 349,000 410,000
Depreciation 152,000 157,000 287,000 317,000
General and administrative 49,000 50,000 103,000 91,000
Property management fees 43,000 31,000 85,000 60,000
Other 189,000 139,000 345,000 304,000
------- ------- ------- -------
Total expenses 681,000 646,000 1,321,000 1,288,000
------- ------- --------- ---------
Net income before gain on sale $ 36,000 52,000 90,000 20,000
======= ======= ======= =======
Net income before gain on sale
per limited partnership units: $ 2.51 3.77 6.50 1.45
========= ======== ======== =======
Cobblestone Court was sold May 24, 2000, and accordingly is not included in the
2001 results.
At Woodhollow Apartments, revenues increased $19,000 in the second quarter of
2001 compared to the same period in 2000. Expenses increased $30,000 when
compared to the second quarter of last year. This increase in expenses is
primarily due to an increase in professional fees of $32,000 and property
management fees of $12,000. The increase in professional fees was due primarily
to an increase in legal fees. The increased expenses were partially offset by
decreases in interest expenses of $22,000. At Woodhollow Apartments, the
occupancy increased to 98% from 95% at November 30, 2000.
Results of Operations - Consolidated
For the three and six month periods ended May 31, 2001, the Partnership's
consolidated revenues were $717,000 and $1,411,000, respectively. Revenues
decreased by $146,000 (16.9%) and $251,000 (15.1%) for the three and six month
periods ended May 31, 2001 as compared to the same periods ended May 31, 2000.
This decrease was primarily due to a decline in income due to the sale of
Cobblestone Court, which generated revenue of $165,000 and $354,000 for the
three and six months ended May 31, 2000, respectively. Revenues at Woodhollow
for the three and six months ended May 31, 2001 increased by $19,000 and
$103,000, respectively.
For the three and six month periods ended May 31, 2001, the Partnership's
consolidated expenses were $681,000 and $1,321,000, respectively. Expenses
decreased by $203,000 (23.0%) and $450,000 (25.4%) for the three and six month
periods ended May 31, 2001 as compared to the same periods ended May 31, 2000.
The decrease is primarily due to a reduction in expenses of $233,000 and
$483,000 respectively for the three and six month periods ended May 31, 2000,
due to the sale of Cobblestone Court.
8
PART II. OTHER INFORMATION
ITEM 1: LEGAL PROCEEDINGS
None
ITEM 2: CHANGES IN SECURITIES
The Partnership commenced an Offer to Purchase on April 20, 2001 to purchase up
to 2,025 limited partnership units in the Partnership. The Offer expired on June
5, 2001. In connection with the Offer, the Partnership has redeemed 1,356
limited partnership units of the Partnership at $300 per unit. As a result,
there are now 12,173 outstanding limited partnership units.
ITEM 3: DEFAULTS UPON SENIOR SECURITIES
None
ITEM 4: SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None
ITEM 5: OTHER INFORMATION
None
ITEM 6: EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
See Exhibits Index on Page 12
(b) Reports on Form 8-K
On June 14, 2001, the Partnership filed a Form 8-K reporting the
results of the tender offer commenced by the Partnership and the
declaration of a cash distribution to the Partnership's limited
partners (Item 5).
9
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Dated: July 12, 2001 MAXUS REAL PROPERTY INVESTORS-FOUR, L.P.
By: MAXUS CAPITAL CORP.
General Partner
By: /s/ John W. Alvey
John W. Alvey
Director, Vice President
Secretary and Treasurer
(Principal Financial Officer)
10
EXHIBIT INDEX
Exhibit Number Description
3.1 Amended and Restated Agreement and Certificate of Limited
Partnership dated April 7, 1982, is incorporated by reference
from Exhibit 3.1 to the Registrant's Form 10-K for the fiscal
year ended November 30, 1999 (File No. 000-11023).
3.2 Amendment of Certificate of Limited Partnership dated December
21, 1999 is incorporated by reference to the Form 8-K filed by
the Registrant (File No. 000-11023).
10.1 Contract for the sale of Cobblestone Court Shopping Center dated
January 28, 2000 is incorporated by reference to the Form 8-K
filed by the Registrant under the Securities Act of 1933 (File
No. 000- 11023).
10.2 Letter agreement dated March 29, 2000 amending the Contract for
the Sale of Cobblestone Court Shopping Center is incorporated by
reference to the Form 10-QSB filed by the Registrant under the
Securties Act of 1933 (File No.000-11023).
10.3 Letter agreement dated May 3, 2000 amending the Contract for the
Sale of Cobblestone Court Shopping Center is incorporated by
reference to the Form 10-QSB filed by the Registrant under the
Securties Act of 1933 (File No.000-11023).
10.4 Letter agreement date May 19, 2000 amending the Contract for the
Sale of Cobblestone Court Shopping Center is incorporated by
reference to the Form 10-QSB filed by the Registrant under the
Securties Act of 1933 (File No.000-11023).
11