-----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, E1IhH21DJNp1LdZmKZRXD1GGTTSIljX/xcdDBsDze1ToqXjxknDn1fU42FByihyJ vv12GFyeprXK8/2zVKdFuw== 0000700720-05-000004.txt : 20050413 0000700720-05-000004.hdr.sgml : 20050413 20050413095629 ACCESSION NUMBER: 0000700720-05-000004 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20050228 FILED AS OF DATE: 20050413 DATE AS OF CHANGE: 20050413 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MAXUS REAL PROPERTY INVESTORS FOUR LP CENTRAL INDEX KEY: 0000700720 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE [6500] IRS NUMBER: 431250566 STATE OF INCORPORATION: MO FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: 10QSB SEC ACT: 1934 Act SEC FILE NUMBER: 000-11023 FILM NUMBER: 05747473 BUSINESS ADDRESS: STREET 1: 104 ARMOUR RD STREET 2: PO BOX 34729 CITY: NORTH KANSAS CITY STATE: MO ZIP: 64116 BUSINESS PHONE: 8163034500 MAIL ADDRESS: STREET 1: 104 ARMOUR RD STREET 2: PO BOX 34729 CITY: NORTH KANSAS CITY STATE: MO ZIP: 64116 FORMER COMPANY: FORMER CONFORMED NAME: MAXUS REAL PROPERTY-FOUR L P DATE OF NAME CHANGE: 20000201 FORMER COMPANY: FORMER CONFORMED NAME: NOONEY REAL PROPERTY INVESTORS FOUR L P DATE OF NAME CHANGE: 19920703 10QSB 1 mrp4_10q1qtr05.txt 10QSB FOR MAXUS REALTY TRUST, INC. UNITED STATES 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 February 28, 2005 ------------------- 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 000-11023 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) (816) 303-4500 -------------- (Issuer's telephone number) 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 [ ] 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 OR PLAN OF OPERATION 7 ITEM 3. CONTROLS AND PROCEDURES 9 PART II - OTHER INFORMATION 9 ITEM 1. LEGAL PROCEEDINGS 9 ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS 9 ITEM 3. DEFAULTS UPON SENIOR SECURITIES 9 ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS 10 ITEM 5. OTHER INFORMATION 10 ITEM 6. EXHIBITS 10 SIGNATURES 11 EXHIBIT INDEX 12 2 PART I - FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS MAXUS REAL PROPERTY INVESTORS - FOUR, L.P. (A LIMITED PARTNERSHIP) BALANCE SHEETS February 28, November 30, 2005 2004 (Unaudited) ------------ ------------ ASSETS: Investment property Land $ 1,014,000 1,014,000 Buildings and improvements 16,753,000 16,699,000 ------------ ------------ 17,767,000 17,713,000 Less accumulated depreciation 11,806,000 11,655,000 ------------ ------------ Total investment property 5,961,000 6,058,000 Cash and cash equivalents 340,000 278,000 Escrows and reserves 102,000 192,000 Accounts receivable --- 110,000 Prepaid expenses 24,000 54,000 Deferred expenses, less accumulated amortization 59,000 62,000 Income tax deposit 17,000 17,000 ------------ ------------ Total assets $ 6,503,000 6,771,000 ============ ============ LIABILITIES AND PARTNERS' DEFICIT: Liabilities: Mortgage notes payable $ 9,900,000 9,900,000 Accounts payable and accrued expenses 368,000 490,000 Real estate taxes payable 29,000 162,000 Refundable tenant deposits 47,000 52,000 ------------ ------------ Total liabilities 10,344,000 10,604,000 Partners' deficit (3,841,000) (3,833,000) ------------ ------------ Total liabilities and partners' deficit $ 6,503,000 6,771,000 ============ ============
3 MAXUS REAL PROPERTY INVESTORS - FOUR, L.P. (A LIMITED PARTNERSHIP) STATEMENTS OF OPERATIONS (UNAUDITED) Three Months Ended ------------------ February 28, February 29, 2005 2004 ---- ---- Revenues: Rental $ 601,000 653,000 Other 43,000 48,000 ------------ ------------ Total revenues 644,000 701,000 ------------ ------------ Expenses: Depreciation and amortization 154,000 160,000 Repairs and maintenance 62,000 71,000 Apartment turnover and leasing costs 27,000 22,000 Property management fees - related parties 42,000 45,000 Utilities 32,000 40,000 Real estate taxes 44,000 69,000 Insurance 27,000 17,000 Professional fees 19,000 23,000 Other 62,000 57,000 ------------ ------------ Total expenses 469,000 504,000 ------------ ------------ Net operating income 175,000 197,000 ------------ ------------ Interest: Interest income (1,000) (1,000) Interest expense 184,000 184,000 ------------ ------------ Net income (loss) $ (8,000) 14,000 ============ ============ Net income (loss) allocation: General partner $ --- --- Limited partners (8,000) 14,000 ------------ ------------ $ (8,000) 14,000 ============ ============ Limited partners' data: Net income (loss) per unit $ (.71) 1.22 ============ ============ Weighted average limited partnership units outstanding 11,249 11,430 ============ ============
4 MAXUS REAL PROPERTY INVESTORS-FOUR, L.P. (A LIMITED PARTNERSHIP) STATEMENTS OF CASH FLOWS (UNAUDITED) Three Months Ended ------------------ February 28, February 29, 2005 2004 ------------ ------------ Cash flows from operating activities: Net income (loss) $ (8,000) 14,000 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 154,000 160,000 Changes in accounts affecting operations: Accounts receivable 110,000 (1,000) Escrows and reserves 90,000 99,000 Prepaid expenses 30,000 13,000 Accounts payable and accrued expenses (122,000) 19,000 Real estate taxes payable (133,000) (98,000) Refundable tenant deposits (5,000) --- Deferred expenses --- (1,000) ------------ ------------ Net cash provided by operating activities 116,000 205,000 ------------ ------------ Cash flows from investing activities: Capital expenditures (54,000) (126,000) ------------ ------------ Cash flows from financing activities: Distributions --- (114,000) Repurchase of Partnership Units --- (40,000) ------------ ------------ Net cash used in financing activities --- (154,000) ------------ ------------ Net increase (decrease) in cash and cash equivalents 62,000 (75,000) Cash and cash equivalents, beginning of period 278,000 467,000 ------------ ------------ Cash and cash equivalents, end of period $ 340,000 392,000 ============ ============ Supplemental disclosure of cash flow information - cash paid during the period for interest $ 184,000 184,000 ============ ============
5 MAXUS REAL PROPERTY INVESTORS-FOUR, L.P. (A LIMITED PARTNERSHIP) NOTES TO UNAUDITED FINANCIAL STATEMENTS THREE MONTHS ENDED FEBRUARY 28, 2005 AND FEBRUARY 29, 2004 (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" or the "Registrant"), for the year ended November 30, 2004, 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. 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. 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 cash flows at February 28, 2005 and for all periods presented have been made. The results for the three-month period ended February 28, 2005 are not necessarily indicative of the results that may be expected for the entire year. Certain classifications have been made to the prior period amounts to conform to the current period presentation. (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 a 402-unit apartment building located in West St. Louis County, Missouri (Woodhollow Apartments). (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. (2) Repurchase of Partnership Interests On November 25, 2003, the Partnership commenced an odd-lot offer to purchase up to 3,887 of the Registrant's limited partnership units from limited partners holding 15 units or fewer (the "Offer"). The Offer expired on December 26, 2003. In connection with the Offer, the Registrant redeemed 90 limited partnership units of the Registrant at $450 per unit. No units were redeemed in the quarter ended February 29, 2005. As of April 11, 2005, there are 11,249 outstanding limited partnership units. (Remainder of page left intentionally blank) 6 ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION 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, general market conditions, projected leasing and sales, competition and future prospects for the Partnership. Actual results could differ materially from those contemplated by such statements. Reader should carefully review the risk factors described in the Partnership's Annual Report on Form 10-KSB for the year ended November 30, 2004. CRITICAL ACCOUNTING POLICIES Refer to the Financial Statements of the Partnership for the year ended November 30, 2004, which are contained in the Partnership's Annual Report in Form 10-KSB, for a description of the accounting policies, which have been continued without change, unless otherwise noted herein. The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect amounts reported in the accompanying financial statements. The most significant assumptions and estimates relate to revenue recognition for leases, treatment of capital expenditures, depreciable lives of investment property, capital expenditures and the valuation of investment property. Application of these assumptions requires the exercise of judgment as to future uncertainties and, as a result, actual results could differ from these estimates. Revenue Recognition The Partnership leases its property pursuant to operating leases with terms generally of six or twelve months. Rental income is recognized when received; this method approximates recognition using the straight-line method over the related lease term. Investment Property Useful Lives The Partnership is required to make subjective assessments as to the useful lives of its property for the purposes of determining the amount of depreciation to reflect on an annual basis with respect to the property. These assessments have a direct impact on the Partnership's net income. Investment property is depreciated over its estimated useful life of 30 to 31 years using the straight-line method. Furnishings and appliances are depreciated over periods ranging from 5 to 7 years using the straight-line method. Land improvements are depreciated over the estimated useful life of 15 years. Capital Expenditures For reporting purposes, the Partnership capitalizes all carpet, vinyl, appliance, and HVAC replacements. The Partnership expenses all other expenditures that total less than $10,000. Expenditures over $10,000 and expenditures related to contracts over $10,000 are evaluated individually for capitalization. Impairment of Investment Property Values The Partnership is required to make subjective assessments as to whether there are impairments in the value of its investment property. Management's estimates of impairment in the value of the investment property have a direct impact on the Partnership's net income. The Partnership follows the provisions of Statement of Financial Accounting Standards (SFAS) No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets". The Partnership assesses the carrying value of its long-lived asset whenever events or changes in circumstances indicate that the carrying amount of the underlying asset may not be recoverable. Certain factors that may occur and indicate that an impairment exists include, but are not limited to: significant underperformance relative to projected future operating results; significant changes in the manner of the use of the asset; and significant adverse industry or market economic trends. If the carrying value of the property may not be recoverable based upon the existence of one or more of the above indicators of impairment, management measures the impairment based on projected discounted cash flows using a discount rate determined by 7 management to be commensurate with the risk inherent in the property, compared to the property's current carrying value. OVERVIEW The Partnership currently operates one apartment community. The last commercial building was sold in 2000. Cash is primarily generated by renting apartment units to tenants, or securing loans with the Partnership's assets. Cash is used primarily to pay operating expenses (repairs and maintenance, payroll, utilities, taxes, and insurance), make capital expenditures for property improvements, repay principal and interest on outstanding loans or to pay cash distributions to unit holders. The key performance indicators for revenues are occupancy rates and rental rates. Revenues are also impacted by concessions (discounts) offered as rental incentives. The key performance indicator for operating expenses is total operating expense per apartment unit. A significant change in the turnover rate of rental units can also cause a significant change in operating expenses. Management also evaluates total taxes, utilities and insurance rates for each property. General economic trends that management evaluates include construction of apartment units (supply), unemployment rates, job growth, and interest rates (demand). The apartment industry is sensitive to extremely low interest rates, which tend to increase home ownership and decrease apartment occupancy rates. The apartment industry is also sensitive to increased unemployment rates, which tend to cause possible renters to double up in a unit or share a non-rental dwelling with relatives or acquaintances. New construction in an area with low occupancy rates can cause a further decline in occupancy or rental rates. Economic trends appear to indicate that interest rates have bottomed out and have begun to rise. It also appears that unemployment rates are beginning to decline, with job growth beginning to rise. If the trends are correct and if the trends continue, the Partnership believes it should be able to begin reducing concessions, raising rental rates and increasing occupancy, which should improve revenues. In such case, the Partnership believes variable operating expenses will tend to increase, but fixed expense coverage would improve. Liquidity and Capital Resources Cash and cash equivalents as of February 28, 2005 was $340,000, an increase of $62,000 from November 30, 2004. Cash provided by operating activities for the three months ended February 28, 2005 was $116,000, a decrease of $89,000 compared to the same period in 2004. The decrease is primarily due to increased cash outflows from real estate taxes payable of $35,000 along with increased cash outflows from accounts payable and accrued expenses of $141,000. These amounts were partially offset by increased cash flows of $111,000 from accounts receivable, primarily attributable to insurance proceeds received for the fire described below. Investing activities used $54,000 primarily due to work on siding and guttering along with other investments in property improvements including carpet, flooring, HVAC and appliance replacements of $23,000. No cash was used for financing activities for the quarter ended February 28, 2005. Cash used in financing activities for the same period in 2004 was $154,000, comprised primarily of $114,000 of distributions of $10 per limited partner unit, which were paid in January 2004, and $40,000 to repurchase 90 limited partner units. Contractual Obligations The mortgage note payable is secured by Woodhollow Apartments and calls for monthly interest payments of $61,000, with interest fixed at 7.45%. The principal balance is due December 1, 2010. In the event of prepayment by the Partnership, the note requires a substantial prepayment penalty. Management believes the Partnership's current cash position and the property's ability to provide operating cash flow should enable the Partnership to fund anticipated capital expenditures and meet debt obligations. RESULTS OF OPERATIONS For the three month period ended February 28, 2005, the Partnership's revenues were $644,000. Revenues decreased by $57,000 (8.1%) for the three month period ended February 28, 2005 as compared to the same period ended February 29, 2004. This decrease was primarily due to an increase in vacancy loss of $46,000 for the three month period ended February 28, 2005. 8 For the three month period ended February 28, 2005, the Partnership's operating expenses were $469,000. Expenses decreased by $35,000 (6.9%) for the three month period ended February 28, 2005 as compared to the same period ended February 29, 2004. This decrease is primarily due to a decrease in real estate taxes of $25,000. Woodhollow was 86% occupied at February 28, 2005, as compared to 93% as of February 29, 2004. Twenty-two (22) units, or approximately 5% of the property, were unavailable to rent until October 2004, after the end of summer leasing season, due to the fire described below. Eight of the 22 fire units remained vacant as of March 25, 2005. Based on industry information, the average occupancy of the sub-market Woodhollow competes with is in the upper 80% to low 90% range. Tenants lost to homes purchased have declined recently. Most competitors are offering up to one month rent free. There are no new competitors in the area. On April 16, 2004, Woodhollow incurred a fire in one building. The damage was limited to the 22 units in that building. The damages (approximately $310,000) were covered by insurance, less a $10,000 insurance deductible and additional make-ready expenses of approximately $10,000. The insurance policy also covers loss of rents and the insurance company paid $30,000 towards the amount of rental loss sustained by the Partnership. The units were available for rental after inspection by the city was completed in October 2004. Management is offering special concessions to prospective tenants to encourage move-ins to the building, which was 100% vacant until October, 2004. This building has stabilized moderately and concessions are returning to market levels. INFLATION The effects of inflation did not have a material impact upon the Registrant's operations in fiscal 2004 and are not expected to materially affect the Registrant's operations in 2005. OFF-BALANCE SHEET ARRANGEMENTS The Partnership does not have any "off-balance sheet arrangements" as defined in Item 303(c) of Regulations S-B promulgated under the Securities Exchange Act of 1934, as amended. ITEM 3: CONTROLS AND PROCEDURES The Registrant's managing general partner, including the managing general partner's principal executive officer and principal financial officer, after evaluating the design and effectiveness of the Registrant's disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) or 15d-15(e)) as of the end of the period covered by this report (the "Evaluation Date"), have concluded that as of the Evaluation Date, the Registrant's disclosure controls and procedures were adequately designed and operating effectively to ensure that material information relating to the Registrant would be made known to them by others within the Registrant, particularly during the period in which this Form 10-QSB Quarterly Report was being prepared. There has been no change in the Registrant's internal control over financial reporting during its most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, its internal control over financial reporting. PART II. OTHER INFORMATION ITEM 1: LEGAL PROCEEDINGS None ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS None ITEM 3. DEFAULTS UPON SENIOR SECURITIES None 9 ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS None ITEM 5. OTHER INFORMATION None ITEM 6. EXHIBITS See Exhibit Index on Page 12 10 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. MAXUS REAL PROPERTY INVESTORS-FOUR, L.P. By: MAXUS CAPITAL CORP. General Partner Dated: April 12, 2005 By: /s/ David L. Johnson -------------------- David L. Johnson President and Chief Executive Officer (Principal Executive Officer) Dated: April 12, 2005 By: /s/ John W. Alvey -------------------- John W. Alvey Vice President, Treasurer and Chief Financial Officer (Principal Financial and Accounting Officer) 11 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 Form 10-K for the fiscal year ended November 30, 1999 filed by the Registrant (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 on January 21, 2000 under the Securities Act of 1933 (File No. 000-11023). 31.1 Certification of the Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 31.2 Certification of the Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 32.1 Certification of the Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 32.2 Certification of the Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 12 EX-31 2 exhibit31_1.txt EXHIBIT 31.1 FOR DAVID L. JOHNSON EXHIBIT 31.1 CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, David L. Johnson, certify that: 1. I have reviewed this quarterly report of Maxus Real Property Investors-Four, L.P.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the small business issuer as of, and for, the periods presented in this report; 4. The small business issuer's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the small business issuer and have: a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b) evaluated the effectiveness of the small business issuer's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and c) disclosed in this report any change in the small business issuer's internal control over financial reporting that occurred during the small business issuer's most recent fiscal quarter (the small business issuer's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the small business issuer's internal control over financial reporting; and 5. The small business issuer's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the small business issuer's auditors and the audit committee of the small business issuer's board of directors (or persons performing the equivalent functions): a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the small business issuer's ability to record, process, summarize and report financial information; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer's internal control over financial reporting. Date: April 12, 2005 /s/ David L. Johnson -------------------- David L. Johnson President and Chief Executive Officer Maxus Capital Corp. EX-31 3 exhibit31_2.txt EXHIBIT 31.2 FOR JOHN W. ALVEY EXHIBIT 31.2 CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, John W. Alvey, certify that: 1. I have reviewed this quarterly report of Maxus Real Property Investors- Four, L.P.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the small business issuer as of, and for, the periods presented in this report; 4. The small business issuer's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the small business issuer and have: a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b) evaluated the effectiveness of the small business issuer's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and c) disclosed in this report any change in the small business issuer's internal control over financial reporting that occurred during the small business issuer's most recent fiscal quarter (the small business issuer's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the small business issuer's internal control over financial reporting; and 5. The small business issuer's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the small business issuer's auditors and the audit committee of the small business issuer's board of directors (or persons performing the equivalent functions): a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the small business issuer's ability to record, process, summarize and report financial information; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer's internal control over financial reporting. Date: April 12, 2005 /s/ John W. Alvey ----------------- John W. Alvey Vice President, Treasurer and Chief Financial Officer of Maxus Capital Corp. EX-32 4 exhibit32_1.txt EXHIBIT 32.1 FOR DAVID L. JOHNSON Exhibit 32.1 MAXUS REAL PROPERTY INVESTORS-FOUR, L.P. CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of Maxus Real Property Investors-Four, L.P. (the "Partnership") on Form 10-QSB for the period ending February 28, 2005 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, David L. Johnson, President and Chief Executive Officer of Maxus Capital Corp., General Partner of the Partnership, certify, pursuant to 18 U.S.C. ss. 1350, as adopted pursuant to ss. 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge: (1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Partnership as of February 28, 2005 (the last date of the period covered by the Report). /s/ David L. Johnson - -------------------- David L. Johnson President and Chief Executive Officer Maxus Capital Corp., General Partner of the Partnership April 12, 2005 EX-32 5 exhibit32_2.txt EXHIBIT 32.2 FOR JOHN W. ALVEY Exhibit 32.2 MAXUS REAL PROPERTY INVESTORS-FOUR, L.P. CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of Maxus Real Property Investors-Four, L.P. (the "Partnership") on Form 10-QSB for the period ending February 28, 2005 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, John W. Alvey, Vice President, Chief Financial and Accounting Officer of Maxus Capital Corp., General Partner of the Partnership, certify, pursuant to 18 U.S.C. ss. 1350, as adopted pursuant to ss. 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge: (1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Partnership as of February 28, 2005 (the last date of the period covered by the Report). /s/ John W. Alvey - ----------------- John W. Alvey Vice President, Treasurer and Chief Financial Officer of Maxus Capital Corp., General Partner of the Partnership April 12, 2005 -----END PRIVACY-ENHANCED MESSAGE-----