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EX-31.1 - EXHIBIT 31.1 - SHELTER PROPERTIES IV LIMITED PARTNERSHIPsp4_ex31z1.htm
EX-32.1 - EXHIBIT 32.1 - SHELTER PROPERTIES IV LIMITED PARTNERSHIPsp4_ex32z1.htm
EX-31.2 - EXHIBIT 31.2 - SHELTER PROPERTIES IV LIMITED PARTNERSHIPsp4_ex31z2.htm

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC  20549

 

FORM 10-K

(Mark one)

[X]   Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

For the fiscal year ended December 31, 2009

 

or

 

[ ]   Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

For the transition period _________to_________

 

Commission file number 0-10884

 

SHELTER PROPERTIES IV

(Exact name of registrant as specified in its charter)

 

South Carolina

57-0721760

(State or other jurisdiction of

(I.R.S. Employer

incorporation or organization)

Identification No.)

 

55 Beattie Place, P.O. Box 1089

Greenville, South Carolina 29602

(Address of principal executive offices)

 

Registrant's telephone number, including area code (864) 239-1000

 

Securities registered pursuant to Section 12(b) of the Act:

 

None

 

Securities registered pursuant to Section 12(g) of the Act:

 

Units of Limited Partnership Interest

(Title of class)

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [ ] No [X]

 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act. Yes [ ] No [X]

 

Indicate by check mark whether the registrant (1) has 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 [ ]

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). [ ] Yes  [ ] No

 

Indicate by check mark if disclosure of delinquent filers in response to Item 405 of Regulation S-K (229.405 of this chapter) is not contained herein, and will not be contained, to the best of the registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [X]

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer £

Accelerated filer £

Non-accelerated filer £(Do not check if a

smaller reporting company)

Smaller reporting company S

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [X]

 

State the aggregate market value of the voting and non-voting partnership interests held by non-affiliates computed by reference to the price at which the partnership interests were last sold, or the average bid and asked price of such partnership interests as of the last business day of the registrant’s most recently completed second fiscal quarter.  No market exists for the limited partnership interests of the Registrant, and, therefore, no aggregate market value can be determined.

 

DOCUMENTS INCORPORATED BY REFERENCE

None

 


FORWARD-LOOKING STATEMENTS

 

The Private Securities Litigation Reform Act of 1995 provides a “safe harbor” for forward-looking statements in certain circumstances. Certain information included in this Annual Report contains or may contain information that is forward-looking within the meaning of the federal securities laws, including, without limitation, statements regarding the effect of redevelopments, the Partnership’s future financial performance, including the Partnership’s ability to maintain current or meet projected occupancy and rent levels, and the effect of government regulations. Actual results may differ materially from those described in these forward-looking statements and, in addition, will be affected by a variety of risks and factors some of which are beyond the Partnership’s control including, without limitation: financing risks, including the availability and cost of financing and the risk that the Partnership’s cash flows from operations may be insufficient to meet required payments of principal and interest; natural disasters and severe weather such as hurricanes; national and local economic conditions; the general level of interest rates; energy costs; the terms of governmental regulations that affect the Partnership’s property and interpretations of those regulations; the competitive environment in which the Partnership operates; real estate risks, including fluctuations in real estate values and the general economic climate in local markets and competition for residents in such markets; insurance risk, including the cost of insurance; development risks; litigation, including costs associated with prosecuting or defending claims and any adverse outcomes; and possible environmental liabilities, including costs, fines or penalties that may be incurred due to necessary remediation of contamination of properties presently owned or previously owned by the Partnership. Readers should carefully review the Partnership’s financial statements and the notes thereto, as well as the other documents the Partnership files from time to time with the Securities and Exchange Commission.

 

                                       PART I

 

Item 1.     Business

 

Shelter Properties IV (the "Partnership" or "Registrant") was organized as a limited partnership under the laws of the State of South Carolina on August 21, 1981.  The general partner responsible for management of the Partnership's business is Shelter Realty IV Corporation, a South Carolina corporation (the "Corporate General Partner"). The Corporate General Partner is a subsidiary of Apartment Investment and Management Company ("AIMCO"), a publicly traded real estate investment trust. The other general partner is AIMCO Properties, L.P., an affiliate of the Corporate General Partner and AIMCO. The Partnership Agreement provides that the Partnership is to terminate on December 31, 2022 unless terminated prior to such date.

 

Commencing June 8, 1982, the Partnership offered pursuant to a Registration Statement filed with the Securities and Exchange Commission up to 49,900 Units of Limited Partnership Interest (the "Units") at a purchase price of $1,000 per Unit with a minimum purchase of 5 Units ($5,000) or 2 Units ($2,000) for an Individual Retirement Account. An additional 100 Units were purchased by the Corporate General Partner.

 

The offering terminated on December 15, 1982.  Upon termination of the offering, the Partnership had accepted subscriptions for 50,000 Units, including 100 Units purchased by the Corporate General Partner, for an aggregate of $50,000,000. The Partnership invested approximately $38,000,000 of such proceeds in five existing apartment properties. Since its initial offering, the Partnership has not received, nor are limited partners required to make, additional capital contributions.

 

The Partnership is engaged in the business of operating and holding real estate properties for investment. In 1982 and 1983, during its acquisition phase, the Partnership acquired five existing apartment properties. The Partnership continues to own and operate one investment property.

 

The Partnership has no employees. Management and administrative services are performed by the Corporate General Partner and by agents retained by the Corporate General Partner.  An affiliate of the Corporate General Partner has been providing such property management services.

 

A further description of the Partnership's business is included in "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations" included in this Form 10-K.

 

Item 2.     Property

 

The following table sets forth the Partnership's investment in property:

 

 

Date of

 

 

Property

Purchase

Type of Ownership

Use

 

 

 

 

Baymeadows Apartments

9/30/82

Fee ownership subject

Apartment

  Jacksonville, Florida

 

to first mortgage

904 units

 

Schedule of Property

 

Set forth below for the Partnership's property is the gross carrying value, accumulated depreciation, depreciable life, method of depreciation and Federal tax basis.

 

 

Gross

 

 

 

 

 

Carrying

Accumulated

Depreciable

Method of

Federal

Property

Value

Depreciation

Life

Depreciation

Tax Basis

 

(in thousands)

 

 

(in thousands)

 

 

 

 

 

 

Baymeadows

 

 

 

 

 

 Apartments

$85,808

$54,720

5-36 yrs

S/L

$28,315

 

See "Note A – Organization and Summary of Significant Accounting Policies" to the financial statements included in "Item 8. Financial Statements and Supplementary Data" for a description of the Partnership's depreciation and capitalization policies.

 

Schedule of Property Indebtedness

 

The following table sets forth certain information relating to the loan encumbering the Partnership's property.

 

 

Principal

 

 

 

Principal

 

Balance At

Stated

 

 

Balance

 

December 31,

Interest

Period

Maturity

Due At

Property

2009

Rate(1)

Amortized

Date

Maturity (2)

 

(in thousands)

 

 

 

(in thousands)

Baymeadows

 

 

 

 

 

  Apartments

$38,050

4.87%

30 yrs

9/05/12

$35,445

 

(1)   Fixed rate mortgage.

 

(2)   See “Note B – Mortgage Note Payable" to the financial statements included in "Item 8. Financial Statements and Supplementary Data” for information with respect to the Partnership's ability to prepay this loan and other specific details about this loan.

 

Rental Rates and Occupancy

 

Average annual rental rates and occupancy for 2009 and 2008 were as follows:

 

 

Average Annual

Average Annual

 

Rental Rates

Occupancy

 

(per unit)

 

Property

2009

2008

2009

2008

Baymeadows

 

 

 

 

 Apartments

$10,410

$11,028

94%

90%

 

The Corporate General Partner attributes the increase in occupancy at Baymeadows Apartments to competitive pricing efforts.

 

The real estate industry is highly competitive. The property is subject to competition from other residential apartment complexes in the area. The Corporate General Partner believes that the property is adequately insured. The property is an apartment complex which leases units for lease terms of one year or less.  No tenant leases 10% or more of the available rental space. The property is in good physical condition, subject to normal depreciation and deterioration as is typical for assets of this type and age.

 

Real Estate Taxes and Rate

 

Real estate taxes and rate in 2009 for the property were as follows:

 

 

2009

2009

 

Billing

Rate

 

(in thousands)

 

Baymeadows Apartments

$  943

  1.66%

 

Capital Improvements

 

During the year ended December 31, 2009, the Partnership completed approximately $1,795,000 of capital improvements at Baymeadows Apartments, which consisted primarily of roof replacement, swimming pool resurfacing, exterior painting, water heater and floor covering replacements and construction related to the casualties discussed in “Item 8. Financial Statements and Supplementary Data”. These improvements were funded from operating cash flow, insurance proceeds and advances from AIMCO Properties, L.P. During the year ended December 31, 2005, a project was approved to add 288 new apartment units at the property at a total estimated cost of approximately $26,953,000 of which approximately $257,000 was incurred as of December 31, 2005. The project to add the additional 288 units was on hold as the Corporate General Partner was informed by the city of Jacksonville that it would not allow permits for new units in the area until litigation that was unrelated to the Partnership and Baymeadows Apartments was resolved. During the fourth quarter of 2009, the Partnership cancelled the proposed project and wrote-off approximately $257,000 of costs, which are included in operating expenses.  The Partnership regularly evaluates the capital improvement needs of the property. While the Partnership has no material commitments for property improvements and replacements, certain routine capital expenditures are anticipated during 2010. Such capital expenditures will depend on the physical condition of the property as well as anticipated cash flow generated by the property.

 

Capital expenditures will be incurred only if cash is available from operations, Partnership reserves or advances from AIMCO Properties, L.P., although AIMCO Properties, L.P. does not have an obligation to fund such advances.  To the extent that capital improvements are completed, the Partnership's distributable cash flow, if any, may be adversely affected at least in the short term.

 

Item 3.     Legal Proceedings

 

As previously disclosed, AIMCO Properties, L.P. and NHP Management Company, both affiliates of the Corporate General Partner, were defendants in a lawsuit, filed as a collective action in August 2003 in the United States District Court for the District of Columbia, alleging that they willfully violated the Fair Labor Standards Act (“FLSA”) by failing to pay maintenance workers overtime for time worked in excess of 40 hours per week (“overtime claims”).  The plaintiffs also contended that AIMCO Properties, L.P. and NHP Management Company (“the Defendants”) failed to compensate maintenance workers for time that they were required to be "on-call" (“on-call claims”).  In March 2007, the court in the District of Columbia decertified the collective action. In July 2007, plaintiffs’ counsel filed individual cases in Federal court in 22 jurisdictions.  In the second quarter of 2008, AIMCO Properties, L.P. settled the overtime cases involving 652 plaintiffs and established a framework for resolving the 88 remaining “on-call” claims and the attorneys’ fees claimed by plaintiffs’ counsel. As a result, the lawsuits asserted in the 22 Federal courts have been dismissed. During the fourth quarter of 2008, the settlement amounts for alleged unpaid overtime to employees were paid by those partnerships where the respective employees had worked.  The Partnership was not required to pay any settlement amounts.  At this time, the 88 remaining “on-call” claims and the attorneys’ fees claimed by plaintiffs’ counsel are not resolved. The parties have selected six “on-call” claims that will proceed forward through the arbitration process and have selected arbitrators. After those arbitrations have been completed, the parties will revisit settling the on-call claims. The first two arbitrations took place in December 2009 and the Defendants received a defense verdict against the first two claimants, and plaintiffs dismissed the claims of the next two claimants. The remaining two arbitrations will take place in April 2010. The Corporate General Partner is uncertain as to the amount of any loss that may be allocable to the Partnership.  Therefore, the Partnership cannot estimate whether any loss will occur or a potential range of loss.


                                       PART II

 

Item 5.     Market for the Registrant’s Common Equity, Related Security Holder Matters and Issuer Purchases of Equity Securities

 

The Partnership, a publicly-held limited partnership, offered and sold 49,900 limited partnership units (the “Units”) aggregating $49,900,000.  An additional 100 units were purchased by the Corporate General Partner. The Partnership currently has 1,418 holders of record owning an aggregate of 49,995 Units. Affiliates of the Corporate General Partner owned 36,650 Units or 73.31% at December 31, 2009. No public trading market has developed for the Units, and it is not anticipated that such a market will develop in the future.

 

The Partnership made no distributions during the years ended December 31, 2009 and 2008. Future cash distributions will depend on the levels of cash generated from operations and the timing of the debt maturity, property sale, and/or refinancing. The Partnership's cash available for distribution is reviewed on a monthly basis. Given the amounts owed to affiliates of the Corporate General Partner, it is not expected that the Partnership will generate sufficient funds from operations, after required capital expenditures, to permit any distributions to its partners in 2010 or subsequent periods. See "Item 2. Property - Capital Improvements" for information relating to anticipated capital expenditures at the property.

 

In addition to its indirect ownership of the general partner interest in the Partnership, AIMCO and its affiliates owned 36,650 Units in the Partnership representing 73.31% of the outstanding Units at December 31, 2009. A number of these Units were acquired pursuant to tender offers made by AIMCO or its affiliates. It is possible that AIMCO or its affiliates will acquire additional Units in exchange for cash or a combination of cash and units in AIMCO Properties, L.P., the operating partnership of AIMCO, either through private purchases or tender offers. Pursuant to the Partnership Agreement, Unit holders holding a majority of the Units are entitled to take action with respect to a variety of matters that include, but are not limited to, voting on certain amendments to the Partnership Agreement and voting to remove the Corporate General Partner. As a result of its ownership of 73.31% of the outstanding Units, AIMCO and its affiliates are in a position to control all such voting decisions with respect to the Partnership. Although the Corporate General Partner owes fiduciary duties to the limited partners of the Partnership, the Corporate General Partner also owes fiduciary duties to AIMCO as its sole stockholder. As a result, the duties of the Corporate General Partner, as corporate general partner, to the Partnership and its limited partners may come into conflict with the duties of the Corporate General Partner to AIMCO as its sole stockholder.

 

Item 7.     Management's Discussion and Analysis of Financial Condition and Results of Operations

 

This item should be read in conjunction with the financial statements and other items contained elsewhere in this report.

 

The Partnership’s financial results depend upon a number of factors including the ability to attract and maintain tenants at the investment property, interest rates on mortgage loans, costs incurred to operate the investment property, general economic conditions and weather. 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 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, the Corporate General Partner may use rental concessions and rental rate reductions to offset softening market conditions; accordingly, there is no guarantee that the Corporate General Partner will be able to sustain such a plan. Further, a number of factors that are outside the control of the Partnership, such as the local economic climate and weather can adversely or positively affect the Partnership’s financial results.

 

Results of Operations

 

The Partnership’s net loss for the years ended December 31, 2009 and 2008 was approximately $7,490,000 and $8,151,000, respectively.  The decrease in net loss is due to a decrease in total expenses and an increase in total revenues, partially offset by a decrease in casualty gains.  Total expenses decreased due to decreases in operating, interest, property tax and general and administrative expenses, partially offset by an increase in depreciation expense. Operating expense decreased primarily due to decreases in insurance expense as a result of a decrease in the hazard insurance premium at the Partnership’s investment property, decreases in utilities, advertising, contract services, and payroll and related benefits and a decrease in clean up expenses related to the storm damage discussed below, partially offset by the write-off of costs incurred in 2005 related to the project to add additional units to the property, which is now cancelled.  Interest expense decreased primarily due to a decrease in interest on advances from an affiliate of the Corporate General Partner as a result of a lower average interest rate charged on such advances. Interest expense also decreased due to scheduled payments of principal resulting in a lower carrying balance of the mortgage encumbering the investment property. Depreciation expense increased due to property improvements and replacements placed into service during the past twelve months, which are now being depreciated. In addition, as part of the redevelopment project completed in 2008, the Partnership replaced roofing on certain buildings at Baymeadows Apartments.  The Partnership determined that the roofing work performed by the contractor was defective, forcing the Partnership to retain a different contractor to repair the defective work. As a result of the defective work, the Partnership wrote off the remaining net book value of the roofing of approximately $653,000 to depreciation expense during the year ended December 31, 2009. The Partnership is currently pursuing legal action against the contractor that installed the defective roofing. Property tax expense decreased due to a decrease in the assessed value of the property.

 

General and administrative expenses decreased primarily due to a decrease in the cost of services included in the management reimbursements charged by the Corporate General Partner as allowed under the Partnership Agreement. Also included in general and administrative expenses for the years ended December 31, 2009 and 2008 are costs associated with the quarterly and annual communications with investors and regulatory agencies and the annual audit required by the Partnership Agreement.

 

Total revenues increased due to an increase in other income. Rental income remained relatively constant for the year ended December 31, 2009 as an increase in occupancy was offset by a decrease in the average rental rate. Other income increased primarily due to increases in application fees, administrative fees and income from the sale of a land easement.

 

In August 2008, Baymeadows Apartments sustained damages from Tropical Storm Fay. The damages were approximately $797,000, including clean up costs of approximately $369,000. For the year ended December 31, 2008, the Partnership recognized a loss of approximately $44,000 due to the write off of undepreciated assets of approximately $44,000, as the Partnership did not receive insurance proceeds to cover the damages. During the year ended December 31, 2009, the Partnership recognized an additional loss of approximately $2,000, which is reflected as a reduction of casualty gain, due to the write off of undepreciated assets of approximately $2,000. For the year ended December 31, 2009, approximately $57,000 of the clean up costs included above are included in operating expenses due to actual costs exceeding estimated costs.

 

In June 2008, Baymeadows Apartments experienced wind damages from a storm, causing damages of approximately $86,000. During the year ended December 31, 2008, the Partnership received approximately $20,000 in insurance proceeds. The Partnership received approximately $66,000 in additional insurance proceedsduring the year ended December 31, 2009. The Partnership recognized a casualty gain of approximately $76,000 during the year ended December 31, 2009, due to the receipt of insurance proceeds in 2008 and 2009 net of the write off of undepreciated damaged assets of approximately $10,000.

 

On March 27, 2007, Baymeadows Apartments incurred approximately $32,000 in damages to one unit resulting from a fire.  During the year ended December 31, 2008, the Partnership received insurance proceeds of approximately $22,000 and wrote off undepreciated damaged assets of approximately $4,000, resulting in a casualty gain of approximately $18,000.

 

In October 2007, Baymeadows Apartments incurred damages of approximately $282,000 from a severe storm. During the year ended December 31, 2008, the Partnership incurred approximately $176,000 of clean up expenses, including approximately $105,000 of asbestos abatement. All of the asbestos related work was complete as of December 31, 2008. During the year ended December 31, 2008, the Partnership received insurance proceeds of approximately $272,000 and wrote off undepreciated damaged assets of approximately $35,000, resulting in a casualty gain of approximately $237,000. In addition, during the year ended December 31, 2008, the Partnership received approximately $32,000 to cover lost rents.

 

Liquidity and Capital Resources

 

At December 31, 2009, the Partnership had cash and cash equivalents of approximately $218,000, compared to approximately $142,000 at December 31, 2008. Cash and cash equivalents increased approximately $76,000 due to approximately $2,096,000 and $740,000 of cash provided by operating and financing activities, respectively, partially offset by approximately $2,760,000 of cash used in investing activities. Cash provided by financing activities consisted of advances from an affiliate, partially offset by principal payments made on the mortgage encumbering the Partnership’s investment property and repayment of advances from an affiliate. Cash used in investing activities consisted of property improvements and replacements, partially offset by insurance proceeds received.

 

Pursuant to the Partnership Agreement, AIMCO Properties, L.P., an affiliate of the Corporate General Partner, advanced the Partnership approximately $2,055,000 and $4,876,000 during the years ended December 31, 2009 and 2008, respectively, to fund capital improvements, redevelopment and operations at Baymeadows Apartments.  The interest rates charged on the outstanding advances made to the Partnership range from the prime rate plus 2% to a variable rate based on the prime rate plus a market rate adjustment for similar type loans.  Affiliates of the Corporate General Partner review the market rate adjustment quarterly.  The interest rates on outstanding advances at December 31, 2009 ranged from 5.25% to 9.60%.  Interest expense was approximately $1,245,000 and $1,335,000 for the years ended December 31, 2009 and 2008, respectively. During the year ended December 31, 2009, the Partnership repaid approximately $560,000 of advances and accrued interest. There were no such payments during the year ended December 31, 2008. At December 31, 2009 and December 31, 2008, the total advances and accrued interest due to AIMCO Properties, L.P. was approximately $24,437,000 and $21,697,000, respectively, and is included in due to affiliates on the balance sheets included in “Item 8. Financial Statements and Supplementary Data”.  The Partnership may receive additional advances of funds from AIMCO Properties, L.P. although AIMCO Properties, L.P. is not obligated to provide such advances.  For more information on AIMCO Properties, L.P., including copies of its audited balance sheet, please see its reports filed with the Securities and Exchange Commission.

 

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 and to comply with Federal, state, and local legal and regulatory requirements. The Corporate General Partner monitors developments in the area of legal and regulatory compliance. The Partnership regularly evaluates the capital improvement needs of the property. While the Partnership has no material commitments for property improvements and replacements, certain routine capital expenditures are anticipated during 2010. Such capital expenditures will depend on the physical condition of the property as well as anticipated cash flow generated by the property. Capital expenditures will be incurred only if cash is available from operations, Partnership reserves or advances from AIMCO Properties, L.P., although AIMCO Properties, L.P. does not have an obligation to fund such advances. To the extent that capital improvements are completed, the Partnership's distributable cash flow, if any, may be adversely affected at least in the short term.

 

The Partnership’s assets are thought to be generally sufficient for any near-term needs (exclusive of capital improvements and repayment of advances from affiliates) of the Partnership. The mortgage indebtedness of approximately $38,050,000 encumbering Baymeadows Apartments requires monthly payments of principal and interest and requires a balloon payment of approximately $35,445,000 in 2012. The Corporate General Partner will attempt to refinance such indebtedness and/or sell the property prior to such maturity date. If the property cannot be refinanced and/or sold for a sufficient amount the Partnership will risk losing the property to foreclosure.

 

The Partnership made no distributions during the years ended December 31, 2009 and 2008. Future cash distributions will depend on the levels of cash generated from operations and the timing of the debt maturity, property sale, and/or refinancing. The Partnership's cash available for distribution is reviewed on a monthly basis. Given the amounts owed to affiliates of the Corporate General Partner, it is not expected that the Partnership will generate sufficient funds from operations, after required capital expenditures, to permit any distributions to its partners in 2010 or subsequent periods.

 

The Partnership Agreement provides for partners to receive distributions from the net proceeds of the sales of properties, the net proceeds from refinancings and net cash from operations as those terms are defined in the Partnership Agreement. The Partnership Agreement requires that the limited partners be furnished with a statement of Net Cash from Operations as such term is defined in the Partnership Agreement. Net Cash from Operations should not be considered an alternative to net loss as an indicator of the Partnership's operating performance or to cash flows as a measure of liquidity. Below is a reconciliation of net cashprovided by operating activities as disclosed in the statements of cash flows included in “Item 8. Financial Statements and Supplementary Data” to Net Cash from Operations (as defined in the Partnership Agreement).


 

Years ended

 

December 31,

 

2009

2008

 

(in thousands)

Net cash provided by operating activities

  $  2,096

  $    246

Payments on mortgage note payable

      (893)

      (851)

  Property improvements and replacements

    (2,826)

    (4,600)

  Changes in reserves for net operating

 

 

    liabilities

    (1,271)

    (1,247)

 

 

 

Net cash used in operations (as defined in

 

 

  the Partnership Agreement)

  $ (2,894)

  $ (6,452)

 

The Corporate General Partner may designate a portion of cash generated from operations as "other reserves" in determining net cash from operations (as defined in the Partnership Agreement). The increase in other reserves during 2009 and 2008 was approximately $1,271,000, and $1,247,000, respectively. These amounts were determined by considering changes in the balance of receivables and deposits, other assets, accounts payable, tenant security deposit liabilities, due to affiliates, bad debt expense and other liabilities. At this time, the Corporate General Partner expects to continue to adjust other reserves based on the net change in the aforementioned account balances.

 

Other

 

In addition to its indirect ownership of the general partner interest in the Partnership, AIMCO and its affiliates owned 36,650 Units in the Partnership representing 73.31% of the outstanding Units at December 31, 2009. A number of these Units were acquired pursuant to tender offers made by AIMCO or its affiliates. It is possible that AIMCO or its affiliates will acquire additional Units in exchange for cash or a combination of cash and units in AIMCO Properties, L.P., the operating partnership of AIMCO, either through private purchases or tender offers. Pursuant to the Partnership Agreement, unitholders holding a majority of the Units are entitled to take action with respect to a variety of matters that include, but are not limited to, voting on certain amendments to the Partnership Agreement and voting to remove the Corporate General Partner. As a result of its ownership of 73.31% of the outstanding Units, AIMCO and its affiliates are in a position to control all such voting decisions with respect to the Partnership. Although the Corporate General Partner owes fiduciary duties to the limited partners of the Partnership, the Corporate General Partner also owes fiduciary duties to AIMCO as its sole stockholder. As a result, the duties of the Corporate General Partner, as corporate general partner, to the Partnership and its limited partners may come into conflict with the duties of the Corporate General Partner to AIMCO as its sole stockholder.

 

Critical Accounting Policies and Estimates

 

A summary of the Partnership’s significant accounting policies is included in "Note A – Organization and Summary Significant Accounting Policies" which is included in the financial statements in "Item 8. Financial Statements and Supplementary Data".  The Corporate General Partner believes that the consistent application of these policies enables the Partnership to provide readers of the financial statements with useful and reliable information about the Partnership’s operating results and financial condition.  The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires the Partnership to make estimates and assumptions. These estimates and assumptions affect the reported amounts of assets and liabilities at the date of the financial statements as well as reported amounts of revenues and expenses during the reporting period.  Actual results could differ from these estimates.  Judgments and assessments of uncertainties are required in applying the Partnership’s accounting policies in many areas. The following may involve a higher degree of judgment and complexity.

 

Impairment of Long-Lived Asset

 

Investment property is recorded at cost, less accumulated depreciation, unless the carrying amount of the asset is not recoverable. If events or circumstances indicate that the carrying amount of the property may not be recoverable, the Partnership will make an assessment of its recoverability by comparing the carrying amount to the Partnership’s estimate of the undiscounted future cash flows, excluding interest charges, of the property.  If the carrying amount exceeds the estimated aggregate undiscounted future cash flows, the Partnership would recognize an impairment loss to the extent the carrying amount exceeds the estimated fair value of the property.

 

Real property investment is subject to varying degrees of risk.  Several factors may adversely affect the economic performance and value of the Partnership’s investment property.  These factors include, but are not limited to, general economic climate; competition from other apartment communities and other housing options; local conditions, such as loss of jobs or an increase in the supply of apartments that might adversely affect apartment occupancy or rental rates; changes in governmental regulations and the related cost of compliance; increases in operating costs (including real estate taxes) due to inflation and other factors, which may not be offset by increased rents; changes in tax laws and housing laws, including the enactment of rent control laws or other laws regulating multi-family housing; and changes in interest rates and the availability of financing. Any adverse changes in these and other factors could cause an impairment of the Partnership’s assets.

 

Capitalized Costs Related to Redevelopment and Construction Projects

 

The Partnership capitalizes costs incurred in connection with capital expenditure activities, including redevelopment and construction projects. Costs including interest, property taxes and operating costs associated with redevelopment and construction projects are capitalized during periods in which redevelopment and construction projects are in progress. Included in these capitalized costs are payroll costs associated with time spent by site employees in connection with the planning, execution and control of all capital expenditure activities at the property level. 

 

Revenue Recognition

 

The Partnership generally leases apartment units for twelve-month terms or less.  The Partnership will offer rental concessions during particularly slow months or in response to heavy competition from other similar complexes in the area.  Rental income attributable to leases, net of any concessions, is recognized on a straight-line basis over the term of the lease.  The Partnership evaluates all accounts receivable from residents and establishes an allowance, after the application of security deposits, for accounts greater than 30 days past due on current tenants and all receivables due from former tenants.


Item 8.     Financial Statements and Supplementary Data

 

SHELTER PROPERTIES IV

 

LIST OF FINANCIAL STATEMENTS

 

Report of Independent Registered Public Accounting Firm

 

Balance Sheets - December 31, 2009 and 2008

 

Statements of Operations - Years ended December 31, 2009 and 2008

 

Statements of Changes in Partners' Deficit - Years ended December 31, 2009 and 2008

 

Statements of Cash Flows - Years ended December 31, 2009 and 2008

 

Notes to Financial Statements


               Report of Independent Registered Public Accounting Firm

 

 

The Partners

Shelter Properties IV

 

 

We have audited the accompanying balance sheets of Shelter Properties IV as of December 31, 2009 and 2008, and the related statements of operations, changes in partners' deficit, and cash flows for each of the two years in the period ended December 31, 2009. These financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements based on our audits.

 

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.  We were not engaged to perform an audit of the Partnership’s internal control over financial reporting.  Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Partnership’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

 

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Shelter Properties IV at December 31, 2009 and 2008, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2009, in conformity with U.S. generally accepted accounting principles.

 

 

 

/s/ERNST & YOUNG LLP

 

 

Greenville, South Carolina

March 29, 2010


 

SHELTER PROPERTIES IV

 

BALANCE SHEETS

(in thousands, except unit data)

 

 

 

 

December 31,

 

2009

2008

Assets

 

 

Cash and cash equivalents

$    218

$    142

Receivables and deposits

     425

     432

Other assets

     532

     698

Investment property (Notes B, E and F):

 

 

Land

   1,883

   1,883

Buildings and related personal property

  83,925

  83,306

 

  85,808

  85,189

Less accumulated depreciation

  (54,720)

  (47,617)

 

  31,088

  37,572

 

 

 

 

$ 32,263

$ 38,844

 

 

 

Liabilities and Partners' Deficit

 

 

Liabilities

 

 

Accounts payable

$    263

$  1,319

Tenant security deposit liabilities

     191

     228

Other liabilities

     420

     379

Due to affiliates (Note D)

  25,018

  22,164

Mortgage note payable (Note B)

  38,050

  38,943

 

  63,942

  63,033

 

 

 

Partners' Deficit

 

 

General partners

     (110)

      (35)

Limited partners (49,995 units issued and

 

 

outstanding)

  (31,569)

  (24,154)

 

  (31,679)

  (24,189)

 

 

 

 

$ 32,263

$ 38,844

 

See Accompanying Notes to Financial Statements


SHELTER PROPERTIES IV

 

STATEMENTS OF OPERATIONS

(in thousands, except per unit data)

 

 

 

Years Ended December 31,

 

2009

2008

Revenues:

 

 

Rental income

  $  8,803

  $  8,796

Other income

     1,209

       989

Total revenues

    10,012

     9,785

 

 

 

Expenses:

 

 

Operating

     5,252

     6,220

General and administrative

       153

       243

Depreciation

     8,010

     7,239

Interest

     3,259

     3,394

Property taxes

       902

     1,051

Total expenses

    17,576

    18,147

 

 

 

Casualty gain (Note E)

        74

       211

Net loss (Note C)

  $ (7,490)

  $ (8,151)

 

 

 

Net loss allocated to general partners (1%)

  $    (75)

  $    (82)

Net loss allocated to limited partners (99%)

    (7,415)

    (8,069)

 

  $ (7,490)

  $ (8,151)

 

 

 

Net loss per limited partnership unit

  $(148.31)

  $(161.40)

 

See Accompanying Notes to Financial Statements


 

SHELTER PROPERTIES IV

 

STATEMENTS OF CHANGES IN PARTNERS' DEFICIT

(in thousands, except unit data)

 

 

 

 

Limited

 

 

 

 

Partnership

General

Limited

 

 

Units

Partners

Partners

Total

 

 

 

 

 

Original capital contributions

50,000

$     2

$ 50,000

 $ 50,002

 

 

 

 

 

Partners' capital (deficiency)

 

 

 

 

  at December 31, 2007

49,995

$    47

 $(16,085)

 $(16,038)

 

 

 

 

 

Net loss for the year ended

 

 

 

 

  December 31, 2008

    --

     (82)

   (8,069)

   (8,151)

 

 

 

 

 

Partners' deficit

 

 

 

 

  at December 31, 2008

49,995

      (35)

  (24,154)

  (24,189)

 

 

 

 

 

Net loss for the year ended

 

 

 

 

  December 31, 2009

    --

     (75)

   (7,415)

   (7,490)

 

 

 

 

 

Partners' deficit

 

 

 

 

  at December 31, 2009

49,995

 $  (110)

 $(31,569)

 $(31,679)

 

See Accompanying Notes to Financial Statements

 


SHELTER PROPERTIES IV

 

STATEMENTS OF CASH FLOWS

(in thousands)

 

 

Years Ended December 31,

 

2009

2008

Cash flows from operating activities:

 

 

Net loss

$  (7,490)

$  (8,151)

Adjustments to reconcile net loss to net cash provided

 

 

by operating activities:

 

 

Depreciation

   8,010

   7,239

Bad debt expense

      89

     200

Casualty gain

      (74)

     (211)

Amortization of loan costs

     122

     122

Write off of project costs

     257

      --

Change in accounts:

 

 

Receivables and deposits

      (62)

     (112)

Other assets

      44

     102

Accounts payable

      (25)

     (428)

Tenant security deposit liabilities

      (37)

       2

Other liabilities

      41

      (44)

Due to affiliates

   1,221

   1,527

Net cash provided by operating activities

   2,096

     246

 

 

 

Cash flows from investing activities:

 

 

Insurance proceeds received

      66

     314

Property improvements and replacements

   (2,826)

   (4,600)

Net cash used in investing activities

   (2,760)

   (4,286)

 

 

 

Cash flows from financing activities:

 

 

Payments on mortgage note payable

     (893)

     (851)

Advances from affiliate

   2,055

   4,876

Repayment of advances from affiliate

     (422)

      --

Net cash provided by financing activities

     740

   4,025

 

 

 

Net increase (decrease) in cash and cash equivalents

      76

      (15)

Cash and cash equivalents at beginning of year

     142

     157

Cash and cash equivalents at end of year

$    218

$    142

 

 

 

Supplemental disclosure of cash flow information:

 

 

Cash paid for interest, net of capitalized interest

$  2,009

$  1,910

 

 

 

Supplemental disclosure of non-cash activity:

 

 

Property improvements and replacements included in

 

 

accounts payable

$     36

$  1,067

 

At December 31, 2007, accounts payable included approximately $1,531,000 of property improvements and replacements which are included in property improvements and replacements for the year ended December 31, 2008.

 

See Accompanying Notes to Financial Statements


SHELTER PROPERTIES IV

 

NOTES TO FINANCIAL STATEMENTS

 

DECEMBER 31, 2009

 

Note A - Organization and Summary of Significant Accounting Policies

 

Organization: Shelter Properties IV (the "Partnership" or "Registrant") was organized as a limited partnership under the laws of the State of South Carolina on August 21, 1981. The general partner responsible for management of the Partnership's business is Shelter Realty IV Corporation, a South Carolina corporation (the "Corporate General Partner"). The Corporate General Partner is a subsidiary of Apartment Investment and Management Company ("AIMCO"), a publicly traded real estate investment trust. The other general partner is AIMCO Properties, L.P., an affiliate of the Corporate General Partner and AIMCO. The Partnership Agreement provides that the Partnership is to terminate on December 31, 2022 unless terminated prior to such date. The Partnership commenced operations on July 22, 1982, and completed its acquisition of apartment properties on March 31, 1983.  The Partnership operates one apartment property located in Jacksonville, Florida.

 

Subsequent Events: The Partnership’s management evaluated subsequent events through the time this Annual Report on Form 10-K was filed.

 

Recent Accounting Pronouncement: In June 2009, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standards No. 168, The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles—a replacement of FASB Statement No. 162, or SFAS No. 168, which is effective for financial statements issued for interim and annual periods ending after September 15, 2009.  Upon the effective date of SFAS No. 168, the FASB Accounting Standards Codification, or the FASB ASC, became the single source of authoritative GAAP recognized by the FASB to be applied by nongovernmental entities. Rules and interpretive releases of the Securities and Exchange Commission, or SEC, under authority of federal securities laws are also sources of authoritative GAAP for SEC registrants. The FASB ASC superseded all then-existing non-SEC accounting and reporting standards, and all other non-grandfathered non-SEC accounting literature not included in the FASB ASC is now non-authoritative.  Subsequent to the effective date of SFAS No. 168, the FASB will issue Accounting Standards Updates that serve to update the FASB ASC.

 

Deferred Costs: Loan costs of approximately $863,000 at both December 31, 2009 and 2008, less accumulated amortization of approximately $529,000 and $407,000, respectively, are included in other assets on the accompanying balance sheets. The loan costs are amortized over the term of the related loan agreement. The total amortization expense for the years ended December 31, 2009 and 2008 was approximately $122,000 and is included in interest expense. Amortization expense is expected to be approximately $122,000 for the years 2010 and 2011 and approximately $90,000 for 2012.

 

Leasing commissions and other direct costs incurred in connection with successful leasing efforts are deferred and amortized over the terms of the related leases.  Amortization of these costs is included in operating expenses.

 

Use of Estimates: 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 the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.

 

Allocation of Cash Distributions: Cash distributions by the Partnership are allocated between general and limited partners in accordance with the provisions of the Partnership Agreement. The Partnership Agreement provides that net cash from operations means revenue received less operating expenses paid, adjusted for certain specified items which primarily include mortgage payments on debt, property improvements and replacements not previously reserved, and the effects of other adjustments to reserves including reserve amounts deemed necessary by the Corporate General Partner.

 

The Partnership Agreement provides that 99% of distributions of net cash from operations are allocated to the limited partners until they receive net cash from operations for such fiscal year equal to 7% of their adjusted capital values (as defined in the Partnership Agreement), at which point the general partners will be allocated all net cash from operations until they have received distributions equal to 10% of the aggregate net cash from operations distributed to partners for such fiscal year. Thereafter, the general partners will be allocated 10% of any distributions of remaining net cash from operations for such fiscal year.

 

All distributions of distributable net proceeds (as defined in the Partnership Agreement) from property dispositions and refinancings will be allocated to the limited partners until each limited partner has received an amount equal to a cumulative 7% per annum of the average of the limited partners' adjusted capital value, less any prior distributions of net cash from operations and distributable net proceeds, and has also received an amount equal to the limited partners' adjusted capital value.  Thereafter, the general partners receive 1% of the selling price of properties sold where they acted as a broker, and then the limited partners will be allocated 85% of any remaining distributions of distributable net proceeds and the general partners will receive 15%.

 

Allocation of Profits, Gains, and Losses: Profits, gains and losses of the Partnership are allocated between general and limited partners in accordance with the provisions of the Partnership Agreement.

 

Profits, not including gains from property dispositions, are allocated as if they were distributions of net cash from operations.

 

Any gain from property dispositions attributable to the excess, if any, of the indebtedness relating to a property immediately prior to the disposition of such property over the Partnership's adjusted basis in the property shall be allocated to each partner having a negative capital account balance, to the extent of such negative balance. The balance of any gain shall be treated on a cumulative basis as if it constituted an equivalent amount of distributable net proceeds and shall be allocated to the general partners to the extent that general partners would have received distributable net proceeds in connection therewith; the balance shall be allocated to the limited partners.  However, the interest of the general partners will be equal to at least 1% of each gain at all times during the existence of the Partnership.

 

All losses, including losses attributable to property dispositions, are allocated 99% to the limited partners and 1% to the general partners. Accordingly, net loss as shown in the statements of operations and changes in partners' deficit for both of the years ended December 31, 2009 and 2008 were allocated 99% to the limited partners and 1% to the general partners. Net loss per limited partnership unit for each such year was computed as 99% of net loss divided by 49,995 units outstanding.

 

Fair Value of Financial Instruments: FASB ASC Topic 825, “Financial Instruments”, requires disclosure of fair value information about financial instruments, whether or not recognized in the balance sheet, for which it is practicable to estimate fair value. Fair value is defined as the amount at which the instruments could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale. The Partnership believes that the carrying amount of its financial instruments (except for long-term debt) approximates their fair value due to the short-term maturity of these instruments. The Partnership estimates the fair value of its long-term debt by discounting future cash flows using a discount rate commensurate with that currently believed to be available to the Partnership for similar term, long-term debt.  At December 31, 2009, the fair value of the Partnership's long-term debt at the Partnership's incremental borrowing rate was approximately $37,000,000.

 

Cash and Cash Equivalents: Cash and cash equivalents include cash on hand and in banks. At certain times, the amount of cash deposited at a bank may exceed the limit on insured deposits. Cash balances include approximately $36,000 and less than $1,000 at December 31, 2009 and 2008, respectively, that are maintained by an affiliated management company on behalf of affiliated entities in cash concentration accounts.

 

Depreciation: Depreciation is provided by the straight-line method over the estimated lives of the apartment property and related personal property.  For Federal income tax purposes, the modified accelerated cost recovery method is used for depreciation of (1) real property additions over 27 1/2 years and (2) personal property additions over 5 years.

 

Tenant Security Deposits: The Partnership requires security deposits from lessees for the duration of the lease and such deposits are included in receivables and deposits. Deposits are refunded when the tenant vacates, provided the tenant has not damaged the space and is current on rental payments.

 

Leases: The Partnership generally leases apartment units for twelve-month terms or less.  The Partnership will offer rental concessions during particularly slow months or in response to heavy competition from other similar complexes in the area.  Rental income attributable to leases, net of any concessions, is recognized on a straight-line basis over the term of the lease.  The Partnership evaluates all accounts receivable from residents and establishes an allowance, after the application of security deposits, for accounts greater than 30 days past due on current tenants and all receivables due from former tenants.

 

Investment Property: Investment property consists of one apartment complex and is stated at cost, less accumulated depreciation, unless the carrying amount of the asset is not recoverable. The Partnership capitalizes costs incurred in connection with capital expenditure activities, including redevelopment and construction projects, other tangible property improvements and replacements of existing property components.  Costs including interest, property taxes and operating costs associated with redevelopment and construction projects are capitalized during periods in which redevelopment and construction projects are in progress. Costs incurred in connection with capital projects are capitalized where the costs of the project exceed $250.  Included in these capitalized costs are payroll costs associated with time spent by site employees in connection with the planning, execution and control of all capital expenditure activities at the property level. During the years ended December 31, 2009 and 2008, the Partnership capitalized interest of approximately $6,000 and $14,000, respectively, property taxes of approximately $2,000 and $8,000, respectively, and operating costs of approximately $1,000 and $2,000, respectively. Capitalized costs are depreciated over the useful life of the asset.  Expenditures for ordinary repairs, maintenance and apartment turnover costs are expensed as incurred.

 

If events or circumstances indicate that the carrying amount of the property may not be recoverable, the Partnership will make an assessment of its recoverability by comparing the carrying amount to the Partnership’s estimate of the undiscounted future cash flows, excluding interest charges, of the property.  If the carrying amount exceeds the estimated aggregate undiscounted future cash flows, the Partnership would recognize an impairment loss to the extent the carrying amount exceeds the estimated fair value of the property. No adjustments for impairment of value were necessary for the years ending December 31, 2009 and 2008.

 

Advertising: The Partnership expenses the costs of advertising as incurred. Advertising costs were approximately $125,000 and $247,000 for the years ended December 31, 2009 and 2008, respectively, which are included in operating expense.

 

Segment Reporting: FASB ASC Topic 280-10, “Segment Reporting”, established standards for the way that public business enterprises report information about operating segments in annual financial statements and requires that those enterprises report selected information about operating segments in interim financial reports. FASB ASC Topic 280-10 also established standards for related disclosures about products and services, geographic areas, and major customers. As defined in FASB ASC Topic 280-10, the Partnership has only one reportable segment.

 

Note B - Mortgage Note Payable

 

The principal terms of mortgage note payable is as follows:

 

 

Principal

Monthly

 

 

Principal

 

Balance At

Payment

Stated

 

Balance

 

December 31,

Including

Interest

Maturity

Due At

Property

2009

2008

Interest

Rate (1)

Date

Maturity

 

(in thousands)

(in thousands)

 

 

(in thousands)

Baymeadows

 

 

 

 

 

 

  Apartments

$38,050

$38,943

$ 231

4.87%

09/05/12

$35,445

 

(1)   Fixed rate mortgage.

 

The mortgage note payable is non-recourse and is secured by a pledge of the apartment property and revenues generated by the property. Further, the property may not be sold subject to existing indebtedness.

 

The mortgage loan agreement required monthly payments of interest only beginning on October 5, 2005 until September 5, 2007, with the interest rate being 4.87%.  From October 5, 2007 through September 5, 2012, the loan agreement requires monthly payments of principal and interest calculated using a 360 month loan amortization period. The mortgage matures on September 5, 2012 at which time the unpaid principal amount and any interest accrued but remaining unpaid becomes due.

 

Scheduled principal payments of mortgage notes payable subsequent to December 31, 2009 are as follows (in thousands):

 

2010

$   938

2011

    984

2012

 36,128

Total

$38,050

 

Note C - Income Taxes

 

The Partnership is classified as a partnership for Federal income tax purposes.  Accordingly, no provision for income taxes is made in the financial statements of the Partnership. Taxable income or loss of the Partnership is reported in the income tax returns of its partners.

 


The following is a reconciliation of reported net loss and Federal taxable loss (in thousands, except per unit data):

 

 

Years Ended December 31,

 

2009

2008

 

 

 

Net loss as reported

$ (7,490)

$ (8,151)

Add (deduct):

 

 

  Depreciation differences

  2,818

    554

  Change in prepaid rental

     14

     (13)

  Other

     (48)

    (183)

 

 

 

Federal taxable loss

 $(4,706)

 $(7,793)

 

 

 

Federal taxable loss per limited

 

 

partnership unit

 $(54.41)

 $(45.49)

 

For 2009 and 2008, allocations under Internal Revenue Code section 704(b) result in the limited partners being allocated a non-pro rata amount of taxable income or loss.

 

The following is a reconciliation between the Partnership's reported amounts and Federal tax basis of net liabilities (in thousands):

 

 

2009

2008

Net liabilities as reported

   $(31,679)

   $(24,189)

Land and buildings

      6,304

      6,028

Accumulated depreciation

     (9,077)

    (11,641)

Syndication

      6,293

      6,293

Other

        541

        597

 

 

 

Net liabilities – Federal tax basis

   $(27,618)

   $(22,912)

 

Note D - Transactions with Affiliated Parties

 

The Partnership has no employees and depends on the Corporate General Partner and its affiliates for the management and administration of all Partnership activities. The Partnership Agreement provides for certain payments to affiliates for services and reimbursement of certain expenses incurred by affiliates on behalf of the Partnership.

 

Affiliates of the Corporate General Partner receive 5% of gross receipts from the Partnership's property as compensation for providing property management services. The Partnership paid to such affiliates approximately $488,000 and $480,000 during the years ended December 31, 2009 and 2008, respectively, which are included in operating expenses.

 

An affiliate of the Corporate General Partner charged the Partnership for reimbursement of accountable administrative expenses amounting to approximately $416,000 and $856,000 for the years ended December 31, 2009 and 2008, respectively, which is included in general and administrative expenses and investment property. The portion of these reimbursements included in investment property for the years ended December 31, 2009 and 2008 are construction management services provided by an affiliate of the Corporate General Partner of approximately $327,000 and $686,000, respectively.  At December 31, 2009 and 2008, the Partnership owed approximately $581,000 and $467,000, respectively, for accountable administrative expenses, which are included in due to affiliates.

 

Pursuant to the Partnership Agreement, AIMCO Properties, L.P., an affiliate of the Corporate General Partner, advanced the Partnership approximately $2,055,000 and $4,876,000 during the years ended December 31, 2009 and 2008, respectively, to fund capital improvements, redevelopment and operations at Baymeadows Apartments.  The interest rates charged on the outstanding advances made to the Partnership range from the prime rate plus 2% to a variable rate based on the prime rate plus a market rate adjustment for similar type loans.  Affiliates of the Corporate General Partner review the market rate adjustment quarterly.  The interest rates on outstanding advances at December 31, 2009 ranged from 5.25% to 9.60%.  Interest expense was approximately $1,245,000 and $1,335,000 for the years ended December 31, 2009 and 2008, respectively. During the year ended December 31, 2009, the Partnership repaid approximately $560,000 of advances and accrued interest. There were no such payments during the year ended December 31, 2008. At December 31, 2009 and December 31, 2008, the total advances and accrued interest due to AIMCO Properties, L.P. was approximately $24,437,000 and $21,697,000, respectively, and is included in due to affiliates.  The Partnership may receive additional advances of funds from AIMCO Properties, L.P. although AIMCO Properties, L.P. is not obligated to provide such advances.  For more information on AIMCO Properties, L.P., including copies of its audited balance sheet, please see its reports filed with the Securities and Exchange Commission.

 

The Partnership insures its property up to certain limits through coverage provided by AIMCO which is generally self-insured for a portion of losses and liabilities related to workers’ compensation, property casualty, general liability and vehicle liability. The Partnership insures its property above the AIMCO limits through insurance policies obtained by AIMCO from insurers unaffiliated with the Corporate General Partner. During the years ended December 31, 2009 and 2008, the Partnership was charged by AIMCO and its affiliates approximately $225,000 and $235,000, respectively, for insurance coverage and fees associated with policy claims administration.

 

In addition to its indirect ownership of the general partner interest in the Partnership, AIMCO and its affiliates owned 36,650 limited partnership units (the “Units”) in the Partnership representing 73.31% of the outstanding Units at December 31, 2009. A number of these Units were acquired pursuant to tender offers made by AIMCO or its affiliates. It is possible that AIMCO or its affiliates will acquire additional Units in exchange for cash or a combination of cash and units in AIMCO Properties, L.P., the operating partnership of AIMCO, either through private purchases or tender offers. Pursuant to the Partnership Agreement, Unit holders holding a majority of the Units are entitled to take action with respect to a variety of matters that include, but are not limited to, voting on certain amendments to the Partnership Agreement and voting to remove the Corporate General Partner. As a result of its ownership of 73.31% of the outstanding Units, AIMCO and its affiliates are in a position to control all such voting decisions with respect to the Partnership. Although the Corporate General Partner owes fiduciary duties to the limited partners of the Partnership, the Corporate General Partner also owes fiduciary duties to AIMCO as its sole stockholder. As a result, the duties of the Corporate General Partner, as corporate general partner, to the Partnership and its limited partners may come into conflict with the duties of the Corporate General Partner to AIMCO as its sole stockholder.

 

Note E – Casualty Events

 

In August 2008, Baymeadows Apartments sustained damages from Tropical Storm Fay.  The damages were approximately $797,000, including clean up costs of approximately $369,000. For the year ended December 31, 2008, the Partnership recognized a loss of approximately $44,000 due to the write off of undepreciated assets of approximately $44,000, as the Partnership did not receive insurance proceeds to cover the damages. During the year ended December 31, 2009, the Partnership recognized an additional loss of approximately $2,000, which is reflected as a reduction of casualty gain, due to the write off of undepreciated assets of approximately $2,000. For the year ended December 31, 2009, approximately $57,000 of the clean up costs included above are included in operating expenses due to actual costs exceeding estimated costs.

 

In June 2008, Baymeadows Apartments experienced wind damages from a storm, causing damages of approximately $86,000. During the year ended December 31, 2008, the Partnership received approximately $20,000 in insurance proceeds. The Partnership received approximately $66,000 in additional insurance proceedsduring the year ended December 31, 2009. The Partnership recognized a casualty gain of approximately $76,000 during the year ended December 31, 2009, due to the receipt of insurance proceeds in 2008 and 2009 net of the write off of undepreciated damaged assets of approximately $10,000.

 

On March 27, 2007, Baymeadows Apartments incurred approximately $32,000 in damages to one unit resulting from a fire.  During the year ended December 31, 2008, the Partnership received insurance proceeds of approximately $22,000 and wrote off undepreciated damaged assets of approximately $4,000, resulting in a casualty gain of approximately $18,000.

 

In October 2007, Baymeadows Apartments incurred damages of approximately $282,000 from a severe storm. During the year ended December 31, 2008, the Partnership incurred approximately $176,000 of clean up expenses, including approximately $105,000 of asbestos abatement. All of the asbestos related work was complete as of December 31, 2008. During the year ended December 31, 2008, the Partnership received insurance proceeds of approximately $272,000 and wrote off undepreciated damaged assets of approximately $35,000, resulting in a casualty gain of approximately $237,000. In addition, during the year ended December 31, 2008, the Partnership received approximately $32,000 to cover lost rents.

 

Note F – Investment Property and Accumulated Depreciation

 

 

 

Initial Cost

 

 

 

To Partnership

 

 

 

(in thousands)

 

 

 

 

 

 

 

 

 

Buildings

Net Cost

 

 

 

and Related

Capitalized

 

 

 

Personal

Subsequent to

Description

Encumbrances

Land

Property

Acquisition

 

(in thousands)

 

 

(in thousands)

 

 

 

 

 

Baymeadows Apartments

$38,050

$ 1,883

$26,917

$57,008

 

 

Gross Amount At Which Carried

 

 

 

 

At December 31, 2009

 

 

 

 

(in thousands)

 

 

 

 

 

 

 

 

 

 

 

 

Buildings

 

 

 

 

 

 

And Related

 

 

 

 

 

 

Personal

 

Accumulated

Date

Depreciable

Description

Land

Property

Total

Depreciation

Acquired

Life-Years

 

 

 

 

(in thousands)

 

 

Baymeadows

$ 1,883

$83,925

$85,808

$54,720

09/30/82

5-36 yrs

  Apartments

 

 

 

 

 

 

 

During the first quarter of 2008, Baymeadows Apartments completed a redevelopment project in order for the property to remain competitive in the Jacksonville area at a total cost of approximately $33,852,000, approximately $696,000 of which was completed during 2008.  During the construction period, certain expenses were capitalized and are being depreciated over the remaining life of the related assets.  No such costs were capitalized related to the redevelopment during the year ended December 31, 2008.  The project was funded from operations and advances from AIMCO Properties, L.P.

 

As part of the redevelopment project, the Partnership replaced roofing on certain buildings at Baymeadows Apartments.  The Partnership has determined that the roofing work performed by the contractor was defective, forcing the Partnership to retain a different contractor to repair the defective work. As a result of the defective work, the Partnership wrote off the remaining net book value of the roofing of approximately $653,000 to depreciation expense during the year ended December 31, 2009.  The Partnership is currently pursuing legal action against the contractor that installed the defective roofing.

 

During the year ended December 31, 2005, a project was approved to add 288 new apartment units at the property at a total estimated cost of approximately $26,953,000 of which approximately $257,000 was incurred as of December 31, 2005. The project to add the additional 288 units was on hold as the Corporate General Partner was informed by the city of Jacksonville that it would not allow permits for new units in the area until litigation that was unrelated to the Partnership and Baymeadows Apartments was resolved. During the fourth quarter of 2009, the Partnership cancelled the proposed project and wrote off approximately $257,000 of costs, which are included in operating expenses.

 

Reconciliation of "Investment Property and Accumulated Depreciation":

 

 

Years Ended December 31,

 

2009

2008

 

(in thousands)

Investment Property

 

 

Balance at beginning of year

$ 85,189

$ 81,381

  Property improvements

   1,795

   4,136

  Disposal of property

   (1,176)

     (328)

Balance at end of year

$ 85,808

$ 85,189

 

 

 

Accumulated Depreciation

 

 

Balance at beginning of year

$ 47,617

$ 40,623

  Additions charged to expense

   7,357

   7,239

  Disposal of property

     (254)

     (245)

Balance at end of year

$ 54,720

$ 47,617

 

The aggregate cost of the investment properties for Federal income tax purposes at December 31, 2009 and 2008 is approximately $92,112,000 and $91,217,000, respectively. The accumulated depreciation taken for Federal income tax purposes at December 31, 2009 and 2008 is approximately $63,797,000 and $59,258,000, respectively.

 

Note G - Contingencies

 

As previously disclosed, AIMCO Properties, L.P. and NHP Management Company, both affiliates of the Corporate General Partner, were defendants in a lawsuit, filed as a collective action in August 2003 in the United States District Court for the District of Columbia, alleging that they willfully violated the Fair Labor Standards Act (“FLSA”) by failing to pay maintenance workers overtime for time worked in excess of 40 hours per week (“overtime claims”).  The plaintiffs also contended that AIMCO Properties, L.P. and NHP Management Company (“the Defendants”) failed to compensate maintenance workers for time that they were required to be "on-call" (“on-call claims”).  In March 2007, the court in the District of Columbia decertified the collective action. In July 2007, plaintiffs’ counsel filed individual cases in Federal court in 22 jurisdictions.  In the second quarter of 2008, AIMCO Properties, L.P. settled the overtime cases involving 652 plaintiffs and established a framework for resolving the 88 remaining “on-call” claims and the attorneys’ fees claimed by plaintiffs’ counsel. As a result, the lawsuits asserted in the 22 Federal courts have been dismissed. During the fourth quarter of 2008, the settlement amounts for alleged unpaid overtime to employees were paid by those partnerships where the respective employees had worked.  The Partnership was not required to pay any settlement amounts.  At this time, the 88 remaining “on-call” claims and the attorneys’ fees claimed by plaintiffs’ counsel are not resolved. The parties have selected six “on-call” claims that will proceed forward through the arbitration process and have selected arbitrators. After those arbitrations have been completed, the parties will revisit settling the on-call claims. The first two arbitrations took place in December 2009 and the Defendants received a defense verdict against the first two claimants, and plaintiffs dismissed the claims of the next two claimants. The remaining two arbitrations will take place in April 2010. The Corporate General Partner is uncertain as to the amount of any loss that may be allocable to the Partnership.  Therefore, the Partnership cannot estimate whether any loss will occur or a potential range of loss.

 

The Partnership is unaware of any other pending or outstanding litigation matters involving it or its investment property that are not of a routine nature arising in the ordinary course of business.

 

Environmental

 

Various Federal, state and local laws subject property owners or operators to liability for management, and the costs of removal or remediation, of certain hazardous substances present on a property, including lead-based paint. Such laws often impose liability without regard to whether the owner or operator knew of, or was responsible for, the release or presence of the hazardous substances. The presence of, or the failure to manage or remedy properly, hazardous substances may adversely affect occupancy at affected apartment communities and the ability to sell or finance affected properties. In addition to the costs associated with investigation and remediation actions brought by government agencies, and potential fines or penalties imposed by such agencies in connection therewith, the presence of hazardous substances on a property could result in claims by private plaintiffs for personal injury, disease, disability or other infirmities. Various laws also impose liability for the cost of removal, remediation or disposal of hazardous substances through a licensed disposal or treatment facility. Anyone who arranges for the disposal or treatment of hazardous substances is potentially liable under such laws. These laws often impose liability whether or not the person arranging for the disposal ever owned or operated the disposal facility. In connection with the ownership, operation and management of its property, the Partnership could potentially be liable for environmental liabilities or costs associated with its property.

 

Mold

 

The Partnership is aware of lawsuits against owners and managers of multifamily properties asserting claims of personal injury and property damage caused by the presence of mold, some of which have resulted in substantial monetary judgments or settlements.  The Partnership has only limited insurance coverage for property damage loss claims arising from the presence of mold and for personal injury claims related to mold exposure.  Affiliates of the Corporate General Partner have implemented policies, procedures, third-party audits and training and the Corporate General Partner believes that these measures will prevent or eliminate mold exposure and will minimize the effects that mold may have on residents.  To date, the Partnership has not incurred any material costs or liabilities relating to claims of mold exposure or to abate mold conditions.  Because the law regarding mold is unsettled and subject to change the Corporate General Partner can make no assurance that liabilities resulting from the presence of or exposure to mold will not have a material adverse effect on the Partnership’s financial condition or results of operations.


Item 9.     Changes in and Disagreements with Accountants on Accounting and

Financial Disclosure

 

None.

 

Item 9A(T). Controls and Procedures

 

(a)   Disclosure Controls and Procedures

 

The Partnership’s management, with the participation of the principal executive officer and principal financial officer of the Corporate General Partner, who are the equivalent of the Partnership’s principal executive officer and principal financial officer, respectively, has evaluated the effectiveness of the Partnership’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of the end of the period covered by this report. Based on such evaluation, the principal executive officer and principal financial officer of the Corporate General Partner, who are the equivalent of the Partnership’s principal executive officer and principal financial officer, respectively, have concluded that, as of the end of such period, the Partnership’s disclosure controls and procedures are effective. 

 

Management’s Report on Internal Control Over Financial Reporting

 

The Partnership’s management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act as a process designed by, or under the supervision of, the principal executive and principal financial officers of the Corporate General Partner, who are the equivalent of the Partnership’s principal executive officer and principal financial officer, respectively, and effected by the Partnership’s management and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that:

 

·         pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of assets;

 

·         provide reasonable assurance that transactions are recorded as necessary to permit preparation of consolidated financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures are being made only in accordance with authorizations of the Partnership’s management; and

 

·         provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of assets that could have a material effect on the financial statements.

 

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risks that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

 

The Partnership’s management assessed the effectiveness of the Partnership’s internal control over financial reporting as of December 31, 2009.  In making this assessment, the Partnership’s management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework.

 

Based on their assessment, the Partnership’s management concluded that, as of December 31, 2009, the Partnership’s internal control over financial reporting is effective.

 

This annual report does not include an attestation report of the Partnership’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to the attestation by the Partnership’s registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the Partnership to provide only management’s report in this annual report.

 

(b)   Changes in Internal Control Over Financial Reporting.

 

There has been no change in the Partnership’s internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the fourth quarter of 2009 that has materially affected, or is reasonably likely to materially affect, the Partnership’s internal control over financial reporting.

 

Item 9B.    Other Information

 

None.

 


                                      PART III

 

 

Item 10.    Directors, Executive Officers and Corporate Governance

 

The Partnership has no directors or officers. The Corporate General Partner is Shelter Realty IV Corporation.  The names and ages of, as well as the position and offices held by, the present director and officers of the Corporate General Partner are set forth below. There are no family relationships between or among any directors or officers.

 

Name

Age

Position

 

 

 

Steven D. Cordes

38

Director and Senior Vice President

John Bezzant

47

Director and Senior Vice President

Timothy J. Beaudin

51

President and Chief Operating Officer

Ernest M. Freedman

39

Executive Vice President and Chief Financial Officer

Lisa R. Cohn

41

Executive Vice President, General Counsel and Secretary

Paul Beldin

36

Senior Vice President and Chief Accounting Officer

Stephen B. Waters

48

Senior Director of Partnership Accounting

 

Steven D. Cordes was appointed as a Director of the Corporate General Partner effective March 2, 2009.  Mr. Cordes has been a Senior Vice President of the Corporate General Partner and AIMCO since May 2007.  Mr. Cordes joined AIMCO in 2001 as a Vice President of Capital Markets with responsibility for AIMCO’s joint ventures and equity capital markets activity.  Prior to joining AIMCO, Mr. Cordes was a manager in the financial consulting practice of PricewaterhouseCoopers.  Effective March 2009, Mr. Cordes was appointed to serve as the equivalent of the chief executive officer of the Partnership.  Mr. Cordes brings particular expertise to the Board in the areas of asset management as well as finance and accounting.

 

John Bezzant was appointed as a Director of the Corporate General Partner effective December 16, 2009.  Mr. Bezzant has been a Senior Vice President of the Corporate General Partner and AIMCO since joining AIMCO in June 2006.   Prior to joining AIMCO, from 2005 to June 2006, Mr. Bezzant was a First Vice President at Prologis, a Denver, Colorado-based real estate investment trust, and from 1986 to 2005, Mr. Bezzant served as Vice President, Asset Management at Catellus Development Corporation, a San Francisco, California-based real estate investment trust.  Mr. Bezzant brings particular expertise to the Board in the areas of real estate finance, property operations, sales and development.

 

Timothy J. Beaudin was appointed President and Chief Operating Officer of AIMCO and the Corporate General Partner in February 2009.  He joined AIMCO and the Corporate General Partner as Executive Vice President and Chief Development Officer in October 2005 and was appointed Executive Vice President and Chief Property Operating Officer of the Corporate General Partner and AIMCO in October 2008.  Mr. Beaudin oversees conventional and affordable property operations, transactions, asset management, and redevelopment and construction services for AIMCO and the Corporate General Partner.  Prior to joining AIMCO and beginning in 1995, Mr. Beaudin was with Catellus Development Corporation.  During his last five years at Catellus, Mr. Beaudin served as Executive Vice President, with management responsibility for development, construction and asset management.

 

Ernest M. Freedman was appointed Executive Vice President and Chief Financial Officer of the Corporate General Partner and AIMCO in November 2009.   Mr. Freedman joined AIMCO in 2007 as Senior Vice President of Financial Planning and Analysis and has served as Senior Vice President of Finance since February 2009, responsible for financial planning, tax, accounting and related areas.  Prior to joining AIMCO, from 2004 to 2007, Mr. Freedman served as chief financial officer of HEI Hotels and Resorts.

 

Lisa R. Cohn was appointed Executive Vice President, General Counsel and Secretary of the Corporate General Partner and AIMCO in December 2007.  From January 2004 to December 2007, Ms. Cohn served as Senior Vice President and Assistant General Counsel of AIMCO.  Ms. Cohn joined AIMCO in July 2002 as Vice President and Assistant General Counsel.  Prior to joining AIMCO, Ms. Cohn was in private practice with the law firm of Hogan and Hartson LLP.

 

Paul Beldin joined AIMCO in May 2008 and has served as Senior Vice President and Chief Accounting Officer of AIMCO and the Corporate General Partner since that time.  Prior to joining AIMCO, Mr. Beldin served as controller and then as chief financial officer of America First Apartment Investors, Inc., a publicly traded multifamily real estate investment trust, from May 2005 to September 2007 when the company was acquired by Sentinel Real Estate Corporation.  Prior to joining America First Apartment Investors, Inc., Mr. Beldin was a senior manager at Deloitte and Touche LLP, where he was employed from August 1996 to May 2005, including two years as an audit manager in SEC services at Deloitte’s national office.

 

Stephen B. Waters was appointed Senior Director of Partnership Accounting of AIMCO and the Corporate General Partner in June 2009.  Mr. Waters has responsibility for partnership accounting with AIMCO and serves as the principal financial officer of the Corporate General Partner.  Mr. Waters joined AIMCO as a Director of Real Estate Accounting in September 1999 and was appointed Vice President of the Corporate General Partner and AIMCO in April 2004.  Prior to joining AIMCO, Mr. Waters was a senior manager at Ernst & Young LLP.

 

The Registrant is not aware of the involvement in any legal proceedings with respect to the directors and executive officers listed in this Item 10.

 

One or more of the above persons are also directors and/or officers of a general partner (or general partner of a general partner) of limited partnerships which either have a class of securities registered pursuant to Section 12(g) of the Securities Exchange Act of 1934, or are subject to the reporting requirements of Section 15(d) of such Act. Further, one or more of the above persons are also officers of Apartment Investment and Management Company and the general partner of AIMCO Properties, L.P., entities that have a class of securities registered pursuant to Section 12(g) of the Securities Exchange Act of 1934, or are subject to the reporting requirements of Section 15 (d) of such Act.

 

The board of directors of the Corporate General Partner does not have a separate audit committee. As such, the board of directors of the Corporate General Partner fulfills the functions of an audit committee. The board of directors has determined that Steven D. Cordes meets the requirement of an "audit committee financial expert".

 

The directors and officers of the Corporate General Partner with authority over the Partnership are all employees of subsidiaries of AIMCO. AIMCO has adopted a code of ethics that applies to such directors and officers that is posted on AIMCO's website (www.AIMCO.com). AIMCO's website is not incorporated by reference to this filing.

 

Item 11.    Executive Compensation

 

None of the directors and officers of the Corporate General Partner received any remuneration from the Partnership during the year ended December 31, 2009.

 

Item 12.    Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 

Except as noted below, no person or entity was known by the Partnership to be the beneficial owner of more than 5% of the Limited Partnership Units of the Partnership as of December 31, 2009.

 

Entity

Number of Units

Percentage

CooperRiverProperties, LLC

 

 

  (an affiliate of AIMCO)

 3,685

 7.37%

AIMCO IPLP, L.P.

 

 

  (an affiliate of AIMCO)

16,052

32.11%

AIMCO Properties, L.P.

 

 

  (an affiliate of AIMCO)

16,913

33.83%

 

Cooper River Properties, LLC and AIMCO IPLP, L.P. are indirectly ultimately owned by AIMCO. Their business addresses are 55 Beattie Place, Greenville, South Carolina 29601.

 

AIMCO Properties, L.P. is indirectly ultimately owned by AIMCO. Its business address is 4582 S. Ulster St. Parkway, Suite 1100, Denver, Colorado 80237.

 

No director or officer of the Corporate General Partner owns any Units. The Corporate General Partner owns 100 Units as required by the terms of the Partnership Agreement governing the Partnership.

 

Item 13.    Certain Relationships and Related Transactions, and Director Independence

 

The Partnership has no employees and depends on the Corporate General Partner and its affiliates for the management and administration of all Partnership activities. The Partnership Agreement provides for certain payments to affiliates for services and reimbursement of certain expenses incurred by affiliates on behalf of the Partnership.

 

Affiliates of the Corporate General Partner receive 5% of gross receipts from the Partnership's property as compensation for providing property management services. The Partnership paid to such affiliates approximately $488,000 and $480,000 during the years ended December 31, 2009 and 2008, respectively, which are included in operating expenses on the statements of operations included in “Item 8. Financial Statements and Supplementary Data”.

 

An affiliate of the Corporate General Partner charged the Partnership for reimbursement of accountable administrative expenses amounting to approximately $416,000 and $856,000 for the years ended December 31, 2009 and 2008, respectively, which is included in general and administrative expenses and investment property on the financial statements included in “Item 8. Financial Statements and Supplementary Data”. The portion of these reimbursements included in investment property for the years ended December 31, 2009 and 2008 are construction management services provided by an affiliate of the Corporate General Partner of approximately $327,000 and $686,000, respectively.  At December 31, 2009 and 2008, the Partnership owed approximately $581,000 and $467,000, respectively, for accountable administrative expenses, which are included in due to affiliates on the balance sheets included in “Item 8. Financial Statements and Supplementary Data”.

 

Pursuant to the Partnership Agreement, AIMCO Properties, L.P., an affiliate of the Corporate General Partner, advanced the Partnership approximately $2,055,000 and $4,876,000 during the years ended December 31, 2009 and 2008, respectively, to fund capital improvements, redevelopment and operations at Baymeadows Apartments.  The interest rates charged on the outstanding advances made to the Partnership range from the prime rate plus 2% to a variable rate based on the prime rate plus a market rate adjustment for similar type loans.  Affiliates of the Corporate General Partner review the market rate adjustment quarterly.  The interest rates on outstanding advances at December 31, 2009 ranged from 5.25% to 9.60%.  Interest expense was approximately $1,245,000 and $1,335,000 for the years ended December 31, 2009 and 2008, respectively. During the year ended December 31, 2009, the Partnership repaid approximately $560,000 of advances and accrued interest. There were no such payments during the year ended December 31, 2008. At December 31, 2009 and December 31, 2008, the total advances and accrued interest due to AIMCO Properties, L.P. was approximately $24,437,000 and $21,697,000, respectively, and is included in due to affiliates on the balance sheets included in “Item 8. Financial Statements and Supplementary Data”. The Partnership may receive additional advances of funds from AIMCO Properties, L.P. although AIMCO Properties, L.P. is not obligated to provide such advances.  For more information on AIMCO Properties, L.P., including copies of its audited balance sheet, please see its reports filed with the Securities and Exchange Commission.

 

The Partnership insures its property up to certain limits through coverage provided by AIMCO which is generally self-insured for a portion of losses and liabilities related to workers’ compensation, property casualty, general liability and vehicle liability. The Partnership insures its property above the AIMCO limits through insurance policies obtained by AIMCO from insurers unaffiliated with the Corporate General Partner. During the years ended December 31, 2009 and 2008, the Partnership was charged by AIMCO and its affiliates approximately $225,000 and $235,000, respectively, for insurance coverage and fees associated with policy claims administration.

 

In addition to its indirect ownership of the general partner interest in the Partnership, AIMCO and its affiliates owned 36,650 Units in the Partnership representing 73.31% of the outstanding Units at December 31, 2009. A number of these Units were acquired pursuant to tender offers made by AIMCO or its affiliates. It is possible that AIMCO or its affiliates will acquire additional Units in exchange for cash or a combination of cash and units in AIMCO Properties, L.P., the operating partnership of AIMCO, either through private purchases or tender offers. Pursuant to the Partnership Agreement, Unit holders holding a majority of the Units are entitled to take action with respect to a variety of matters that include, but are not limited to, voting on certain amendments to the Partnership Agreement and voting to remove the Corporate General Partner. As a result of its ownership of 73.31% of the outstanding Units, AIMCO and its affiliates are in a position to control all such voting decisions with respect to the Partnership. Although the Corporate General Partner owes fiduciary duties to the limited partners of the Partnership, the Corporate General Partner also owes fiduciary duties to AIMCO as its sole stockholder. As a result, the duties of the Corporate General Partner, as corporate general partner, to the Partnership and its limited partners may come into conflict with the duties of the Corporate General Partner to AIMCO as its sole stockholder.

 

Neither of the Corporate General Partner's directors is independent under the independence standards established for New York Stock Exchange listed companies as both directors are employed by the parent of the Corporate General Partner.

 

Item 14.    Principal Accounting Fees and Services

 

The Corporate General Partner has reappointed Ernst & Young LLP as independent auditors to audit the financial statements of the Partnership for 2010.  The aggregate fees billed for services rendered by Ernst & Young LLP for 2009 and 2008 are described below.

 

Audit Fees.  Fees for audit services totaled approximately $38,000 and $45,000 for 2009 and 2008, respectively.   Fees for audit services also include fees for the reviews of the Partnership's Quarterly Reports on Form 10-Q.

 

Tax Fees.  Fees for tax services totaled approximately $6,000 for both 2009 and 2008.  


PART IV

 

Item 15. Exhibits, Financial Statement Schedules

 

(a)            The following financial statements of the Registrant are included in Item 8:

 

Balance Sheets at December 31, 2009 and 2008.

 

Statements of Operations for the years ended December 31, 2009 and 2008.

 

Statements of Change in Partners’ Deficit for the years ended December 31, 2009 and 2008.

 

Statements of Cash Flows for the years ended December 31, 2009 and 2008.

 

Notes to Financial Statements.

 

Schedules are omitted for the reason that they are inapplicable or equivalent information has been included elsewhere herein.

 

(b)Exhibits:

 

See Exhibit index.

 

The agreements included as exhibits to this Form 10-K contain representations and warranties by each of the parties to the applicable agreement. These representations and warranties have been made solely for the benefit of the other parties to the applicable agreement and:

 

  • should not in all instances be treated as categorical statements of fact, but rather as a way of allocating the risk to one of the parties if those statements prove to be inaccurate;

 

  • have been qualified by disclosures that were made to the other party in connection with the negotiation of the applicable agreement, which disclosures are not necessarily reflected in the agreement;

 

  • may apply standards of materiality in a way that is different from what may be viewed as material to an investor; and

 

  • were made only as of the date of the applicable agreement or such other date or dates as may be specified in the agreement and are subject to more recent developments.

 

Accordingly, these representations and warranties may not describe the actual state of affairs as of the date they were made or at any other time. The Partnership acknowledges that, notwithstanding the inclusion of the foregoing cautionary statements, it is responsible for considering whether additional specific disclosures of material information regarding material contractual provisions are required to make the statements in this Form 10-K not misleading. Additional information about the Partnership may be found elsewhere in this Form 10-K and the Partnership’s other public filings, which are available without charge through the SEC’s website at http://www.sec.gov

 


                                     SIGNATURES

 

 

 

Pursuant to the requirements of Section 13 or 15(d) 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.

 

 

 

SHELTER PROPERTIES IV

 

 

 

By:   Shelter Realty IV Corporation

 

      Corporate General Partner

 

 

 

By:   /s/Steven D. Cordes

 

      Steven D. Cordes

 

      Senior Vice President

 

 

 

By:   /s/Stephen B. Waters

 

      Stephen B. Waters

 

      Senior Director of Partnership Accounting

 

 

 

Date: March 29, 2010

 

Pursuant to the requirements of Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

 

/s/John Bezzant

Director and Senior

Date: March 29, 2010

John Bezzant

Vice President

 

 

 

 

/s/Steven D. Cordes

Director and Senior

Date: March 29, 2010

Steven D. Cordes

Vice President

 

 

 

 

/s/Stephen B. Waters

Senior Director

Date: March 29, 2010

Stephen B. Waters

of Partnership Accounting

 

 


                                SHELTER PROPERTIES IV

 

                                    EXHIBIT INDEX

 

 

Exhibit     Description of Exhibit

 

3           See Exhibit 4(a)

 

4     (a)   Amended and Restated Certificate and Agreement of Limited Partnership (included as Exhibit A to the Prospectus of Registrant dated June 8, 1982 contained in Amendment No. 1 to Registration Statement No. 2-77217, of Registrant filed June 8, 1982 (the "Prospectus") and incorporated herein by reference).

 

      (b)   Subscription Agreement and Signature Page (included as Exhibit 8 to the Prospectus and incorporated herein by reference).

 

10(i)       Contracts related to acquisition of property:

 

      (a)   Real Estate Sales Agreement dated May 5, 1982, First Modification to Real Estate Agreement dated June 18, 1982 (filed as Exhibit 12(b) to Amendment No. 1 to Registration Statement No. 2-77217 of Registrant filed June 8, 1982 and incorporated herein by reference) and Second Modification to Real Estate Sales Agreement dated September 30, 1982 between Baymeadows Associates and U.S. Shelter Corporation to purchase Baymeadows Apartments (filed as Exhibit 10(a) to Form 10-K of Registrant dated January 26, 1983 and incorporated herein by reference).

 

10(iii)     Contracts related to refinancing of debt:

 

(n)   Additional Mortgage Note, dated August 22, 2005 between Shelter Properties IV, L.P., a South Carolina limited partnership and Allstate Life Insurance Company, an Illinois corporation for Baymeadows Apartments (Filed as Exhibit 10(n) to Current Report on Form 8-K of Registrant dated August 22, 2005 and incorporated herein by reference).

 

(o)   Modification, Restatement and Consolidation of Notes dated August 22, 2005 between Shelter Properties IV, L.P. and Allstate Life Insurance Company (Filed as Exhibit 10(o) to Current Report on Form 8-K of Registrant dated August 22, 2005 and incorporated herein by reference).

 

(p)   Second Consolidated, Amended and Restated Multifamily Mortgage, Assignment of Rents and Security Agreement, dated August 22, 2005, between Shelter Properties IV, L.P. and Allstate Life Insurance Company (Filed as Exhibit 10(p) to Current Report on Form 8-K of Registrant dated August 22, 2005 and incorporated herein by reference).

 

(q)   Nonrecourse Exception Indemnity Agreement dated August 22, 2005 by AIMCO Properties, L.P., for the benefit of Allstate Life Insurance Company (Filed as Exhibit 10(q) to Current Report on Form 8-K of Registrant dated August 22, 2005 and incorporated herein by reference).

                 

31.1         Certification of equivalent of Chief Executive Officer pursuant to Securities Exchange Act Rules 13a-14(a)/15d-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

    

31.2         Certification of equivalent of Chief Financial Officer pursuant to Securities Exchange Act Rules 13a-14(a)/15d-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 

32.1         Certification of the equivalent of the Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.