-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, ViB5K+glUjoTORgebBj9U6KoEoW3IrjmtBmW/l3e8o1FFSlZ8WHCQ8Ebw2xmfpiD VP4R2sg6RFO6wtkxiJ3LRQ== 0000353282-96-000003.txt : 19960506 0000353282-96-000003.hdr.sgml : 19960506 ACCESSION NUMBER: 0000353282-96-000003 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19960331 FILED AS OF DATE: 19960503 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: SHELTER PROPERTIES III LTD PARTNERSHIP CENTRAL INDEX KEY: 0000353282 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE [6500] IRS NUMBER: 570718508 STATE OF INCORPORATION: SC FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10QSB SEC ACT: 1934 Act SEC FILE NUMBER: 000-10260 FILM NUMBER: 96556236 BUSINESS ADDRESS: STREET 1: ONE INSIGNIA FINANCIAL PLZ STREET 2: P O BOX 1089 CITY: GREENVILLE STATE: SC ZIP: 29602 BUSINESS PHONE: 8032391000 MAIL ADDRESS: STREET 1: ONE INSIGNIA FINANCIAL PLZ STREET 2: P O BOX 1089 CITY: GREENVILLE STATE: SC ZIP: 29602 10QSB 1 FORM 10-QSB--QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Quarterly or Transitional Report (As last amended by 34-32231, eff. 6/3/93.) 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 March 31, 1996 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 0-10260 SHELTER PROPERTIES III LIMITED PARTNERSHIP (Exact name of small business issuer as specified in its charter) South Carolina 57-0718508 (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 III LIMITED PARTNERSHIP CONSOLIDATED BALANCE SHEET (Unaudited) March 31, 1996 Assets Cash: Unrestricted $ 1,303,322 Restricted--tenant security deposits 138,120 Accounts receivable 22,510 Escrow for taxes 122,035 Restricted escrows 846,276 Other assets 287,289 Investment properties: Land $ 1,281,294 Buildings and related personal property 23,752,355 25,033,649 Less accumulated depreciation (12,587,655) 12,445,994 $15,165,546 Liabilities and Partners' Capital (Deficit) Liabilities Accounts payable $ 56,408 Tenant security deposits 136,518 Accrued taxes 81,533 Other liabilities 391,321 Mortgage notes payable 8,555,058 Partners' Capital (Deficit) General partners $ (75,608) Limited partners (55,000 units issued and outstanding) 6,020,316 5,944,708 $15,165,546 See Accompanying Notes to Consolidated Financial Statements b) SHELTER PROPERTIES III LIMITED PARTNERSHIP CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) Three Months Ended March 31, 1996 1995 Revenues: Rental income $1,202,342 $1,156,824 Other income 86,305 97,321 Total revenues 1,288,647 1,254,145 Expenses: Operating 368,002 355,451 General and administrative 55,999 47,991 Property management fees 63,402 61,938 Maintenance 165,468 199,285 Depreciation 222,776 203,489 Interest 196,146 198,461 Property taxes 81,533 66,628 Total expenses 1,153,326 1,133,243 Net income $ 135,321 $ 120,902 Net income allocated to general partners (1%) $ 1,353 $ 1,209 Net income allocated to limited partners (99%) 133,968 119,693 $ 135,321 $ 120,902 Net income per limited partnership unit $ 2.44 $ 2.17 See Accompanying Notes to Consolidated Financial Statements c) SHELTER PROPERTIES III LIMITED PARTNERSHIP CONSOLIDATED STATEMENT OF CHANGES IN PARTNERS' CAPITAL (DEFICIT) (Unaudited)
Limited Partnership General Limited Units Partners Partners Total Original capital contributions 55,000 $ 2,000 $27,500,000 $27,502,000 Partners' (deficit) capital at December 31, 1995 55,000 $ (76,961) $ 5,886,348 $ 5,809,387 Net income for the three months ended March 31, 1996 -- 1,353 133,968 135,321 Partners' (deficit) capital at March 31, 1996 55,000 $ (75,608) $ 6,020,316 $ 5,944,708 See Accompanying Notes to Consolidated Financial Statements
d) SHELTER PROPERTIES III LIMITED PARTNERSHIP CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
Three Months Ended March 31, 1995 1995 Cash flows from operating activities: Net income $ 135,321 $ 120,902 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation 222,776 203,489 Amortization of discounts and loan costs 24,091 22,778 Change in accounts: Restricted cash 4,466 (2,275) Accounts receivable 7,891 (16,989) Escrows for taxes 59,793 (40,512) Accounts payable (214,219) 42,663 Tenant security deposit liabilities (4,482) (1,185) Accrued taxes 27,536 15,716 Other liabilities (66,236) 66,498 Net cash provided by operating activities 196,937 411,085 Cash flows from investing activities: Property improvements and replacements (134,268) (112,137) Deposits to restricted escrows (10,883) (70,651) Receipts from restricted escrows 7,232 14,996 Net cash used in investing activities (137,919) (167,792) Cash flows from financing activities: Payments on mortgage notes payable (49,608) (45,979) Distributions paid -- (300,000) Net cash used in financing activities (49,608) (345,979) Net increase (decrease) in cash 9,410 (102,686) Cash and cash equivalents at beginning of period 1,293,912 1,246,919 Cash and cash equivalents at end of period $1,303,322 $1,144,233 Supplemental disclosure of cash flow information: Cash paid for interest $ 172,055 $ 175,683 See Accompanying Notes to Consolidated Financial Statements
e) SHELTER PROPERTIES III 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 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 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 March 31, 1996, are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 1996. 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, 1995. Certain reclassifications have been made to the 1995 information to conform to the 1996 presentation. Cash and Cash Equivalents: Unrestricted - Unrestricted cash includes cash on hand and in banks and Certificates of Deposit with original maturities less than 90 days. At certain times, the amount of cash deposited at a bank may exceed the limit on insured deposits. Restricted cash - tenant security deposits - The Partnership requires security deposits from lessees for the duration of the lease and such deposits are considered restricted cash. Deposits are refunded when the tenant vacates, provided the tenant has not damaged its space and is current on its rental payments. 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 March 31, 1996 1995 Net cash provided by operating activities $ 196,937 $ 411,085 Payments on mortgage notes payable (49,608) (45,979) Property improvements and replacements (134,268) (112,137) Change in restricted escrows, net (3,651) (55,655) Changes in reserves for net operating liabilities 185,251 (63,916) Additional reserves (200,000) (150,000) Net cash used in operations $ (5,339) $ (16,602) In 1996 and 1995, the Corporate General Partner believed it to be in the best interest of the Partnership to reserve an additional $200,000 and $150,000, respectively, to fund continuing capital improvements and maintenance items at the four 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. Balances and other transactions with Insignia Financial Group, Inc. and its affiliates in 1996 and 1995 are as follows: Three Months Ended March 31, 1996 1995 Property management fees $ 63,402 $ 61,938 Reimbursement for services of affiliates 36,107 30,955 Due to general partner 184,500 184,500 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 - Contingencies The Corporate General Partner owns 100 Limited Partnership Units ("Units"). On or about April 26 and 27, 1995, six entities ("Affiliated Purchaser") affiliated with the Partnership commenced tender offers for limited partner interests in six limited partnerships, including the Partnership (collectively, the "Shelter Properties Partnerships"). On May 27, 1995, the Affiliated Purchaser acquired 12,616 units of the Partnership pursuant to the tender offer. On or about May 12, 1995, in the United States District Court for the District of South Carolina, certain limited partners of the Shelter Properties Partnerships commenced a lawsuit, on behalf of themselves, on behalf of a putative class of plaintiffs, and derivatively on behalf of the partnerships, challenging the actions taken by defendants (including Insignia, the acquiring entities and certain officers of Insignia) in the management of the Shelter Properties Partnerships and in connection with the tender offers and certain other matters. The plaintiffs alleged that, among other things: (i) the defendants intentionally mismanaged the partnerships and acted contrary to the limited partners' best interests by prolonging the existence of the partnerships in order to perpetuate the revenues derived by Insignia (an affiliate of the Corporate General Partner) and its affiliates from the partnerships, (ii) the defendants' actions reduced the demand for the partnerships' limited partner interests in the limited resale market by artificially depressing the trading prices for limited partners interests in order to create a favorable environment for the tender offers; (iii) through the tender offers, the acquiring entities sought to acquire effective voting control over the partnerships while paying highly inadequate prices; and (iv) the documents disseminated to the class in connection with the tender offers contained false and misleading statements and omissions of material facts concerning such issues as the advantages to limited partners of tendering pursuant to the tender offers, the true value of the interest, the true financial condition of the partnerships, the factors affecting the likelihood that properties owned by the partnerships will be sold or liquidated in the near future, the liquidity and true value of the limited partner interests, the reasons for the limited secondary market for limited partner interests, and the true nature of the market for the underlying real estate assets owned by the partnerships, all in violation of the federal securities laws. On September 27, 1995, the parties entered into a stipulation to settle the matter. The principal terms of the stipulation require supplemental payments to tendering limited partners aggregating approximately $6 million to be paid by the Affiliated Purchaser, of which approximately $713,000 is Shelter Properties III's portion; waiver by the Shelter Properties Partnership's general partners of any right to certain proceeds from a sale or refinancing of the partnerships' properties; some restrictions on Insignia's ability to vote the limited partner interests it acquired; payment of $1.25 million (which amount is divided among the various partnerships and acquiring entities) for plaintiffs' attorney fees and expenses in the litigation; and general releases of all the defendants. On April 23, 1996, the court gave preliminary approval of the establishment of the class for the purposes of the settlement and of the settlement terms, and ordered that notice of the settlement be sent to the class. Notice has been sent. A final hearing has been scheduled for June 24, 1996. If a certain number of class members opt out, the settlement may be cancelled. Class members also have the right to object to the settlement, which could lead to alterations in the terms of settlement or even cancellation of the settlement. No assurance can be given that this matter will be settled on the terms, set forth above or otherwise. ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION The Partnership's investment properties consist of four apartment complexes. The following table sets forth the average occupancy of the properties for the three months ended March 31, 1996 and 1995: Average Occupancy Property 1996 1995 Essex Park Apartments Columbia, South Carolina 89% 95% Colony House Apartments Murfreesboro, Tennessee 93% 98% North River Village Apartments Atlanta, Georgia 96% 94% Willowick Apartments Greenville, South Carolina 93% 98% The Corporate General Partner attributes the decrease in occupancy at Essex Park Apartments to increased competition and increased rental rates. In the Essex Park market, a competitor is building a nine hundred unit complex. The Corporate General Partner attributes the decreases in occupancy at Colony House Apartments and Willowick Apartments to an increase in rental rates and tenants purchasing homes due to lower interest rates. The Corporate General Partner attributes the increase in occupancy at North River Village Apartments to economic growth attributable to the Olympics coming to the Atlanta area this year. The Partnership's net income for the three months ended March 31, 1996, was $135,321 versus $120,902 for the corresponding period of 1995. The increase in net income is primarily attributable to a decrease in maintenance expense at Colony House Apartments. In 1995 Colony House underwent a major renovation project to improve the outside appearance by painting the exterior and repairing all the gutters on the property. With these repairs and other repairs to Colony House in 1995, fewer repairs have been needed to maintain the property's appearance in 1996. Partially offsetting the increase in net income was an increase in general and administrative expenses due to an increase in General Partnership cost reimbursement and a decrease in other income due to a tax refund for North River Village Apartments which was received in 1995. As part of the ongoing business plan of the Partnership, the Corporate General Partner monitors the rental market environment of its investment property to assess the feasibility of increasing rent, maintaining or increasing occupancy levels and protecting the Partnership from increases in expense. 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 March 31, 1996, the Partnership had unrestricted cash of $1,303,322 compared to $1,144,233 at March 31, 1995. Net cash provided by operating activities decreased primarily as a result of a decrease in accounts payable due to timing of payments to vendors and a decrease in other liabilities due to the timing of prepaid rental income from tenants. These decreases were offset by the increase in net income as discussed above. Net cash used in investing activities decreased as a result of the decrease in cash deposited to restricted escrows. Net cash used in financing activities decreased due to the Partnership not making any distributions during the first three months of 1996. The Partnership has no material capital programs scheduled to be performed in 1996, although certain routine capital expenditures and maintenance expenses have been budgeted. These capital expenditures and maintenance expenses will be incurred only if cash is available from operations or is received from the capital reserve account. 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 $8,555,058, net of discount, is amortized over varying periods. In addition, the mortgage notes require balloon payments ranging from November 15, 2002, to October 15, 2003, at which time the properties will either be refinanced or sold. Future cash distributions will depend on the levels of net cash generated from operations, property sales and the availability of cash reserves. No cash distributions were made in the three month period ended March 31, 1996. During the three months ended March 31, 1995, distributions in the amount of $300,000 were declared and paid. The Corporate General Partner intends to make a distribution during the second quarter of 1996. PART II - OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS The Corporate General Partner owns 100 Limited Partnership Units ("Units"). On or about April 26 and 27, 1995, six entities ("Affiliated Purchaser") affiliated with the Partnership commenced tender offers for limited partner interests in six limited partnerships, including the Partnership (collectively, the "Shelter Properties Partnerships"). On May 27, 1995, the Affiliated Purchaser acquired 12,616 units of the Partnership pursuant to the tender offer. On or about May 12, 1995, in the United States District Court for the District of South Carolina, certain limited partners of the Shelter Properties Partnerships commenced a lawsuit, on behalf of themselves, on behalf of a putative class of plaintiffs, and derivatively on behalf of the partnerships, challenging the actions taken by defendants (including Insignia, the acquiring entities and certain officers of Insignia) in the management of the Shelter Properties Partnerships and in connection with the tender offers and certain other matters. The plaintiffs alleged that, among other things: (i) the defendants intentionally mismanaged the partnerships and acted contrary to the limited partners' best interests by prolonging the existence of the partnerships in order to perpetuate the revenues derived by Insignia (an affiliate of the Corporate General Partner) and its affiliates from the partnerships, (ii) the defendants' actions reduced the demand for the partnerships' limited partner interests in the limited resale market by artificially depressing the trading prices for limited partners interests in order to create a favorable environment for the tender offers; (iii) through the tender offers, the acquiring entities sought to acquire effective voting control over the partnerships while paying highly inadequate prices; and (iv) the documents disseminated to the class in connection with the tender offers contained false and misleading statements and omissions of material facts concerning such issues as the advantages to limited partners of tendering pursuant to the tender offers, the true value of the interest, the true financial condition of the partnerships, the factors affecting the likelihood that properties owned by the partnerships will be sold or liquidated in the near future, the liquidity and true value of the limited partner interests, the reasons for the limited secondary market for limited partner interests, and the true nature of the market for the underlying real estate assets owned by the partnerships all in violation of the federal securities laws. On September 27, 1995, the parties entered into a stipulation to settle the matter. The principal terms of the stipulation require supplemental payments to tendering limited partners aggregating approximately $6 million to be paid by the Affiliated Purchaser, of which approximately $713,000 is Shelter Properties III's portion; waiver by the Shelter Properties Partnership's general partners of any right to certain proceeds from a sale or refinancing of the partnerships' properties; some restrictions on Insignia's ability to vote the limited partner interests it acquired; payment of $1.25 million (which amount is divided among the various partnerships and acquiring entities) for plaintiffs' attorney fees and expenses in the litigation; and general releases of all the defendants. On April 23, 1996, the court gave preliminary approval of the establishment of the class for the purposes of the settlement and of the settlement terms, and ordered that notice of the settlement be sent to the class. Notice has been sent. A final hearing has been scheduled for June 24, 1996. If a certain number of class members opt out, the settlement may be cancelled. Class members also have the right to object to the settlement, which could lead to alterations in the terms of settlement or even cancellation of the settlement. No assurance can be given that this matter will be settled on the terms, set forth above or otherwise. ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K a) Exhibits: Exhibit 27, Financial Data Schedule, is filed as part of this report. b) Reports on Form 8-K: None filed during the quarter ended March 31, 1996. 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 III LIMITED PARTNERSHIP By: Shelter Realty III Corporation Corporate General Partner By:/s/ William H. Jarrard, Jr. William H. Jarrard, Jr. President and Director By:/s/ Ronald Uretta Ronald Uretta Treasurer (Principal Financial Officer and Principal Accounting Officer) Date: May 3, 1996 EX-27 2
5 This schedule contains summary financial information extracted from Shelter Properties III Ltd. 1996 First Quarter 10-QSB and is qualified in its entirety by reference to such 10-QSB filing. 0000353282 SHELTER PROPERTIES III LTD. 1 3-MOS DEC-31-1996 MAR-31-1996 1,303,322 0 22,510 0 0 0 25,033,649 12,587,655 15,165,546 0 8,555,058 0 0 0 5,944,708 15,165,946 0 1,288,647 0 0 1,153,326 0 196,146 0 0 0 0 0 0 135,321 2.44 0 The Partnership has an unclassified balance sheet.
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