FORM 10-KSB--ANNUAL OR TRANSITIONAL REPORT
UNDER SECTION 13 OR 15(D)
FORM 10-KSB
(Mark One)
[X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934 [No Fee Required]
For the fiscal year ended December 31, 1997
or
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 [No Fee Required]
For the transition period from.........to.........
Commission file number 0-10255
SHELTER PROPERTIES I LIMITED PARTNERSHIP
(Name of small business issuer in its charter)
South Carolina 57-0707398
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
One Insignia Financial Plaza, P.O. Box 1089
Greenville, South Carolina 29602
(Address of principal executive offices) (Zip Code)
Issuer's telephone number (864) 239-1000
Securities registered under Section 12(b) of the Exchange Act:
None
Securities registered under Section 12(g) of the Exchange Act:
Units of Limited Partnership Interest
(Title of class)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes X No
Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure will be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB. [X]
State issuer's revenues for its most recent fiscal year. $5,092,000
State the aggregate market value of the voting partnership interests held by
non-affiliates computed by reference to the price at which the partnership
interests were sold, or the average bid and asked prices of such partnership
interests, as of a specified date within the past 60 days. Market Value
information for the Registrant's partnership interests is not available. Should
a trading market develop for these interests, it is the Corporate General
Partners' belief that the aggregate market value of the voting partnership
interests would not exceed $25,000,000.
DOCUMENTS INCORPORATED BY REFERENCE
1. Portions of the Prospectus of Registrant dated July 3, 1980 (included in
Registration Statement, No.2-67384, of Registrant) are incorporated by reference
into Parts I and III.
PART I
ITEM 1. DESCRIPTION OF BUSINESS
Shelter Properties I Limited Partnership (the "Registrant" or the "Partnership")
is engaged in the business of acquiring, operating and holding real properties
for investment. The Registrant acquired seven existing apartment properties
during 1980 and subsequently sold one property in 1983 and two properties in
1984.
Commencing July 3, 1980, the Registrant offered through E. F. Hutton & Company
Inc. ("Hutton"), up to 14,900 Units of Limited Partnership Interest (the
"Units") at $1,000 per Unit with a minimum purchase of 5 Units ($5,000). An
additional 100 Units were purchased by the Corporate General Partner. Limited
partners are not required to make any additional capital contributions.
The Units were registered under the Securities Act of 1933 via Registration
Statement No. 2-67384 (the "Registration Statement"). Reference is made to the
Prospectus of Registrant dated July 3, 1980, (the "Prospectus") contained in
the Registration Statement, which is incorporated herein by reference thereto.
The offering terminated on September 10, 1980. Upon termination of the
offering, the Registrant had accepted subscriptions for 15,000 Units, including
100 Units purchased by the Corporate General Partner, for an aggregate of
$15,000,000. The Registrant invested approximately $11,000,000 of such proceeds
in seven existing apartment properties and thereby completed its acquisition
program in December 1980, at approximately the expenditure level estimated in
the Prospectus.
In November 1983, the Partnership sold Yorktown Apartments in Lynchburg,
Virginia. Also, in May 1984 and August 1984, the Partnership sold both
Lamplighter Apartments in Sumter, South Carolina, and Middle Plantation
Apartments in Charlotte, North Carolina, respectively.
A further description of the Partnership's business is included in "Management's
Discussion and Analysis or Plan of Operation" included in "Item 6" of this Form
10-KSB.
The Registrant has no employees. Management and administrative services are
performed by Shelter Realty Corporation, the Corporate General Partner, and by
Insignia Residential Group, L.P., an affiliate of Insignia Financial Group, Inc.
("Insignia"), the ultimate parent company of the Corporate General Partner.
Pursuant to a management agreement between them, Insignia Residential Group, L.
P. provides property management services to the Registrant.
The real estate business in which the Partnership is engaged is highly
competitive, and the Partnership is not a significant factor in this industry.
The Registrant's four investment properties are subject to competition from
similar properties in the vicinity in which the properties are located. In
addition, various limited partnerships have been formed by the General Partners
and/or their affiliates to engage in business which may be competitive with the
Registrant.
ITEM 2. DESCRIPTION OF PROPERTIES:
The following table sets forth the Registrant's investments in properties:
<TABLE>
<CAPTION>
Date of
Property Purchase Type of Ownership Use
<S> <C> <C> <C>
Quail Hollow Apartments 09/01/80 Fee ownership subject Apartment
West Columbia, South Carolina to first mortgage 215 units
Windsor Hills Apartments 09/01/80 Fee ownership subject Apartment
Blacksburg, Virginia to first and second 300 units
mortgage
Heritage Pointe Apartments 09/15/80 Fee ownership subject Apartment
(Formerly Rome Georgian Apartments) to first mortgage 149 units
Rome, Georgia
Stone Mountain West Apartments 12/31/80 Fee ownership subject Apartment
Stone Mountain, Georgia to first mortgage 142 units
</TABLE>
SCHEDULE OF PROPERTIES:
(in thousands)
Gross
Carrying Accumulated Federal
Property Value Depreciation Rate Method Tax Basis
Quail Hollow Apartments $ 5,358 $ 3,605 5-34 S/L $ 2,110
Windsor Hills Apartments 6,454 4,406 5-30 S/L 2,246
Heritage Pointe Apartments 3,401 2,352 5-35 S/L 1,243
Stone Mountain West Apartments 4,714 3,227 5-37 S/L 1,975
Totals $19,927 $13,590 $ 7,574
See "Note A" of the financial statements included in "Item 7" for a description
of the Partnership's depreciation policy.
SCHEDULE OF MORTGAGES:
(in thousands)
Principal Principal
Balance At Stated Balance
December 31, Interest Period Maturity Due At
Property 1997 Rate Amortized Date Maturity
Quail Hollow $ 2,850 7.33% none 11/01/03 $2,850
Windsor Hills:
1st mortgage 4,260 7.60% (1) 11/15/02 3,489
2nd mortgage 149 7.60% none 11/15/02 149
Heritage Pointe 1,400 7.33% none 11/01/03 1,400
Stone Mountain West 3,000 7.33% none 11/01/03 3,000
11,659
Less unamortized
present value discounts (189)
Total $11,470
(1) The principal and discount are being amortized over 257 months with a
balloon payment due November 15, 2002.
On November 13, 1996, the Partnership refinanced the mortgage notes at Quail
Hollow, Heritage Pointe, and Stone Mountain West. Of the $7,250,000 gross
proceeds, approximately $5,232,000 of proceeds were used to pay off the old
mortgage debt at the refinanced properties. All three notes require monthly
interest only payments at a stated interest rate of 7.33% and have balloon
payments due November 1, 2003.
SCHEDULE OF RENTAL RATES AND OCCUPANCY:
Average Annual Average Annual
Rental Rates Occupancy
Property 1997 1996 1997 1996
Quail Hollow $6,432 $6,196 93% 96%
Windsor Hills 5,617 5,217 96% 95%
Heritage Pointe 5,297 5,243 91% 88%
Stone Mountain West 8,824 8,435 96% 95%
The Corporate General Partner attributes the decrease in occupancy at Quail
Hollow Apartments to an increase in the number of residents moving out to buy or
build homes in the area. The Corporate General Partner attributes the increase
in occupancy at Heritage Pointe Apartments to management's efforts to reposition
the tenant base. Management has improved the appearance of the property and
increased resident qualification standards in order to reduce fluctuations in
occupancy, repairs, and delinquencies normally associated with college tenants.
As noted under "Item 1. Description of Business", the real estate industry is
highly competitive. All of the properties of the Partnership are subject to
competition from other residential apartment complexes in the area. The
Corporate General Partner believes that all of the properties are adequately
insured. The multi-family residential properties' lease terms are for one year
or less. No residential tenant leases 10% or more of the available rental
space.
SCHEDULE OF REAL ESTATE TAXES AND RATES:
(dollar amounts in thousands)
1997 1997
Billings Rate
Quail Hollow $70 26.72%
Windsor Hills 73 .92%
Heritage Pointe 38 3.51%
Stone Mountain West 57 4.73%
ITEM 3. LEGAL PROCEEDINGS
The Partnership is unaware of any pending or outstanding litigation that is not
of a routine nature. The Corporate General Partner of the Partnership believes
that all such pending or outstanding litigation will be resolved without a
material adverse effect upon the business, financial condition, or operations of
the Partnership.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
During the fiscal year ended December 31, 1997, no matter was submitted to a
vote of Unit holders through the solicitation of proxies or otherwise.
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S UNITS OF LIMITED PARTNERSHIP AND RELATED
PARTNER MATTERS
There is no established market for the Units and it is not anticipated that any
will occur in the foreseeable future. As of December 31, 1997, there were 733
holders of record owning an aggregate of 15,000 Units. A distribution of
approximately $1,250,000 was declared and paid in 1997. Distributions of
approximately $8,000 and $5,000 were paid on behalf of the partners in 1997 and
1996, respectively, to the State of South Carolina in relation to the 1996 and
1995 taxable income at Quail Hollow. A distribution of $800,000 was made during
January 1998. Future cash distributions will depend on the levels of net cash
generated from operations, refinancings, property sales and the availability of
cash reserves. Distributions may also be restricted by the requirement to
deposit net operating income (as defined in the mortgage note) into the Reserve
Account until the Reserve Account is funded for an amount equal to $1,000 per
apartment unit for the Windsor Hills property.
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
This item should be read in conjunction with the consolidated financial
statements and other items contained elsewhere in this report.
RESULTS OF OPERATIONS
The Partnership's net income for the year ended December 31, 1997, was
approximately $465,000 compared to net income of approximately $54,000 in 1996.
The increase in net income in 1997 as compared to 1996 is primarily attributable
to a $549,000 extraordinary loss on the refinancing of Quail Hollow, Heritage
Pointe, and Stone Mountain in 1996. The Partnership's net income before
extraordinary item was approximately $465,000 for the year ended December 31,
1997, compared to net income before extraordinary item of approximately $603,000
for the year ended December 31, 1996. Contributing to the decrease in net
income before extraordinary item were increases in operating, general and
administrative, and property tax expenses. Operating expenses increased as a
result of increased maintenance expenses which are comprised of parking lot
resurfacing at Windsor Hills, exterior painting and parking lot repairs at Stone
Mountain West and the installation of foundation moisture barriers at Rome
Georgian. Also contributing to the increase in operating expenses is an
increase in salaries at Stone Mountain and Heritage Pointe due to additional
staff in 1997. General and administrative expense increased due to an increase
in partnership administration cost reimbursements. Property tax expense
increased due to the loss of an appeal at Heritage Pointe of 1996 taxes which
were then paid in 1997. Partially offsetting the decrease in net income before
extraordinary item were increases in rental income and other income. Rental
income increased due to increases in rental rates at all properties and an
increase in occupancy at all properties except Quail Hollow. Other income
increased due to an increase in interest rates as well as an increase in the
cash balances earning interest due to the requirement of replacement reserves.
The refinancing in November 1996 required all properties except Windsor Hills to
establish replacement reserves.
Included in operating expense in 1997 is approximately $361,000 of major repairs
and maintenance comprised of parking lot resurfacing and repairs, exterior
painting, exterior building expenses and major landscaping. Included in
operating expense in 1996 is approximately $138,000 of major repairs and
maintenance comprised of interior and exterior building expenses, major
landscaping, tennis court and parking lot expenses.
As part of the ongoing business plan of the Partnership, the Corporate General
Partner monitors the rental market environment of each of its investment
properties to assess the feasibility of increasing rents, maintaining or
increasing occupancy levels and protecting the Partnership from increases in
expenses. As part of this plan, the Corporate General Partner attempts to
protect the Partnership from the burden of inflation-related increases in
expenses by increasing rents and maintaining a high overall occupancy level.
However, due to changing market conditions, which can result in the use of
rental concessions and rental reductions to offset softening market conditions,
there is no guarantee that the Corporate General Partner will be able to sustain
such a plan.
LIQUIDITY AND CAPITAL RESOURCES
At December 31, 1997, the Partnership had cash and cash equivalents of
approximately $2,028,000 compared to approximately $2,792,000 at December 31,
1996. The net (decrease) increase in cash and cash equivalents for the years
ended December 31, 1997 and 1996 is $(764,000) and $1,727,000, respectively.
Net cash provided by operating activities increased primarily due to an increase
in accounts payable, a decrease in receivables and deposits and the increases in
net income as discussed above. Accounts payable increased due to the timing of
payments to vendors. The decrease in receivables and deposits is due to a
decrease in deposits to the tax and insurance escrow accounts. Offsetting the
increase in net cash provided by operating activities is a decrease in net cash
related to the change in accrued property taxes due to the timing of tax
payments. Net cash used in investing activities decreased primarily as a result
of a decrease in deposits to restricted escrows. This is partially offset by
increased property improvements and replacements in 1997. Net cash used in
financing activities increased due to the Partnership's refinancing of the
mortgages encumbering Quail Hollow, Heritage Pointe and Stone Mountain West in
1996, which resulted in net proceeds to the Partnership with no corresponding
refinancing in 1997. Also contributing to the increase in net cash used in
financing activities was an increase in partners' distributions.
The sufficiency of existing liquid assets to meet future liquidity and capital
expenditure requirements is directly related to the level of capital
expenditures required at the properties to adequately maintain the physical
assets and other operating needs of the Partnership. Such assets are currently
thought to be sufficient for any near-term needs of the Partnership. The
mortgage indebtedness of approximately $11,470,000, net of discount, is
amortized over varying periods with required balloon payments ranging from
November 15, 2002 to November 1, 2003, at which time the individual properties
will either be refinanced or sold. During the year ending December 31, 1997,
the Partnership made a distribution of approximately $1,250,000. In addition,
withholding taxes in the amount of approximately $8,000 were paid on behalf of
the partners to the state of South Carolina related to the taxable income
generated by Quail Hollow in 1996. During the year ended December 31, 1996, a
distribution of approximately $5,000 was paid on behalf of the partners to the
State of South Carolina related to the taxable income generated by Quail Hollow
in 1995. The Corporate General Partner made a distribution of approximately
$800,000 in the first quarter of 1998. Future cash distributions will depend on
the levels of net cash generated from operations, property sales and the
availability of cash reserves.
Year 2000
The Partnership is dependent upon the Corporate General Partner and Insignia for
management and administrative services. Insignia has completed an assessment
and will have to modify or replace portions of its software so that its computer
systems will function properly with respect to dates in the year 2000 and
thereafter (the "Year 2000 Issue"). The project is estimated to be completed
not later than December 31, 1998, which is prior to any anticipated impact on
its operating systems. The Corporate General Partner believes that with
modifications to existing software and conversions to new software, the Year
2000 Issue will not pose significant operational problems for its computer
systems. However, if such modifications and conversions are not made, or are not
completed timely, the Year 2000 Issue could have a material impact on the
operations of the Partnership.
Other
Certain items discussed in this annual report may constitute forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of
1995 (the "Reform Act") and as such may involve known and unknown risks,
uncertainties and other factors which may cause the actual results, performance
or achievements of the Partnership to be materially different from any future
results, performance or achievements expressed or implied by such forward-
looking statements. Such forward-looking statements speak only as of the date
of this annual report. The Partnership expressly disclaims any obligation or
undertaking to release publicly any updates of revisions to any forward-looking
statements contained herein to reflect any change in the Partnership's
expectations with regard thereto or any change in events, conditions or
circumstances on which any such statement is based.
ITEM 7. FINANCIAL STATEMENTS
SHELTER PROPERTIES I LIMITED PARTNERSHIP
LIST OF FINANCIAL STATEMENTS
Report of Ernst & Young LLP Independent Auditors
Consolidated Balance Sheet - December 31, 1997
Consolidated Statements of Operations - Years ended December 31, 1997 and 1996
Consolidated Statements of Changes in Partners' Deficit - Years
ended December 31, 1997 and 1996
Consolidated Statements of Cash Flows - Years ended December 31, 1997 and 1996
Notes to Consolidated Financial Statements
Report of Ernst & Young LLP, Independent Auditors
The Partners
Shelter Properties I Limited Partnership
We have audited the accompanying consolidated balance sheet of Shelter
Properties I Limited Partnership as of December 31, 1997, and the related
consolidated statements of operations, changes in partners' deficit and cash
flows for each of the two years in the period ended December 31, 1997. 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 generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by the
Partnership's management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the consolidated financial position of Shelter
Properties I Limited Partnership at December 31, 1997, and the consolidated
results of its operations and its cash flows for each of the two years in the
period ended December 31, 1997, in conformity with generally accepted accounting
principles.
/s/ERNST & YOUNG LLP
Greenville, South Carolina
January 23, 1998
SHELTER PROPERTIES I LIMITED PARTNERSHIP
CONSOLIDATED BALANCE SHEET
(in thousands, except unit data)
December 31, 1997
Assets
Cash and cash equivalents $ 2,028
Receivables and deposits 193
Restricted escrows 1,048
Other assets 330
Investment properties (Notes B & E):
Land $ 1,428
Buildings and related personal property 18,499
19,927
Less accumulated depreciation (13,590) 6,337
$ 9,936
Liabilities and Partners' Deficit
Liabilities
Accounts payable $ 215
Tenant security deposit liabilities 129
Accrued property taxes 6
Other liabilities 276
Mortgage notes payable (Note B) 11,470
Partners' Deficit
General partners' $ (48)
Limited partners' (15,000 units
issued and outstanding) (2,112) (2,160)
$ 9,936
See Accompanying Notes to Consolidated Financial Statements
SHELTER PROPERTIES I LIMITED PARTNERSHIP
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except unit data)
Years Ended December 31,
1997 1996
Revenues:
Rental income $ 4,779 $ 4,550
Other income 313 277
Total revenues 5,092 4,827
Expenses:
Operating 2,607 2,276
General and administrative 174 146
Depreciation 638 630
Interest 960 942
Property taxes 248 230
Total expenses 4,627 4,224
Income before extraordinary item 465 603
Extraordinary item-loss on early
extinguishment of debt (Note B) -- (549)
Net income (Note C) $ 465 $ 54
Net income allocated to general partners (1%) $ 5 $ 1
Net income allocated to limited partners (99%) 460 53
$ 465 $ 54
Per limited partnership unit:
Income before extraordinary item $ 30.67 $ 39.82
Extraordinary item -- (36.26)
Net income per limited partnership unit $ 30.67 $ 3.56
See Accompanying Notes to Consolidated Financial Statements
SHELTER PROPERTIES I LIMITED PARTNERSHIP
CONSOLIDATED STATEMENTS OF CHANGES IN PARTNERS' DEFICIT
(in thousands, except unit data)
Limited
Partnership General Limited
Units Partners' Partners' Total
Original capital contributions 15,000 $ 2 $15,000 $15,002
Partners' deficit at
December 31, 1995 15,000 $(54) $(1,362) $(1,416)
Distributions paid -- -- (5) (5)
Net income for the year ended
December 31, 1996 -- 1 53 54
Partners' deficit at
December 31, 1996 15,000 (53) (1,314) (1,367)
Distributions paid -- -- (1,258) (1,258)
Net income for the year ended
December 31, 1997 -- 5 460 465
Partners' deficit at
December 31, 1997 15,000 $(48) $(2,112) $(2,160)
See Accompanying Notes to Consolidated Financial Statements
SHELTER PROPERTIES I LIMITED PARTNERSHIP
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
Years Ended December 31,
1997 1996
Cash flows from operating activities:
Net income $ 465 $ 54
Adjustments to reconcile net income to
net cash provided by operating activities:
Depreciation 638 630
Amortization of discounts and loan costs 89 118
Extraordinary item-loss on early
extinguishment of debt -- 549
Change in accounts:
Receivables and deposits 88 (45)
Other assets (11) (10)
Accounts payable 151 (77)
Tenant security deposit liabilities (3) --
Accrued property taxes (65) 71
Other liabilities 13 (21)
Net cash provided by operating activities 1,365 1,269
Cash flows from investing activities:
Property improvements and replacements (623) (295)
Deposits to restricted escrows (109) (582)
Net cash used in investing activities (732) (877)
Cash flows from financing activities:
Payments on mortgage notes payable (127) (348)
Repayment of mortgage notes payable -- (5,232)
Proceeds from long-term borrowings -- 7,250
Loan costs (12) (264)
Debt extinguishment costs -- (66)
Distributions paid (1,258) (5)
Net cash (used in) provided by
financing activities (1,397) 1,335
Net (decrease) increase in cash and cash equivalents (764) 1,727
Cash and cash equivalents at beginning of year 2,792 1,065
Cash and cash equivalents at end of year $ 2,028 $ 2,792
Supplemental disclosure of cash flow information:
Cash paid for interest $ 872 $ 815
See Accompanying Notes to Consolidated Financial Statements
SHELTER PROPERTIES I LIMITED PARTNERSHIP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE A - ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES
Organization: Shelter Properties I Limited Partnership (the "Partnership" or
"Registrant") was organized as a limited partnership under the laws of the State
of South Carolina pursuant to a Certificate and Agreement of Limited Partnership
filed April 7, 1980. The general partner responsible for management of the
Partnership's business is Shelter Realty I Corporation, a South Carolina
corporation (the "Corporate General Partner"). The only other general partner of
the Partnership, N. Barton Tuck, Jr., is effectively prohibited by the
Partnership's partnership agreement (the "Partnership Agreement") from
participating in the management of the Partnership. The Corporate General
Partner is an indirect subsidiary of Insignia Financial Group, Inc.
("Insignia"). The directors and officers of the Corporate General Partner also
serve as executive officers of Insignia. The Partnership Agreement terminates
December 31, 2019. The Partnership commenced operations on September 1, 1980,
and completed its acquisition of apartment properties on December 31, 1980. The
Partnership operates four apartment properties located in the South and
Southeast. At December 31, 1997, Insignia Properties, L.P., an affiliate of
Insignia, owned 5,759 units of the Partnership.
Principles of Consolidation: The financial statements include all of the
accounts of the Partnership and its 99.99% owned partnership. The General
Partner of the consolidated partnership is Shelter Realty Corporation. Shelter
Realty Corporation may be removed by the Registrant; therefore, the consolidated
partnership is controlled and consolidated by the Registrant. All significant
interpartnership balances have been eliminated.
Use of Estimates: The preparation of financial statements in conformity with
generally accepted accounting principles 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. In the following notes to financial
statements, whenever "net cash provided by operations" is used, it has the
aforementioned meaning. The following is a reconciliation of the subtotal in
the accompanying statements of cash flows captioned "net cash provided by
operating activities" to net cash from operations, as defined in the Partnership
Agreement. However, "net cash from operations" should not be considered an
alternative to net income as an indicator of the Partnership's operating
performance or to cash flows as a measure of liquidity.
1997 1996
Net cash provided by operating activities $1,365 $1,269
Property improvements and replacements (623) (295)
Payments on mortgage notes payable (127) (348)
Changes in reserves for net operating
liabilities (173) 82
Changes in restricted escrows, net (109) (582)
Additional operating reserves -- (126)
Net cash from operations $ 333 $ --
The Corporate General Partner believed it to be in the best interest of the
Partnership to reserve an additional $126,000 at December 31, 1996, to fund the
continuing capital improvements at its investment properties. At December 31,
1997 no amounts were reserved to fund continuing capital improvements.
The Partnership made distributions of approximately $1,258,000 and $5,000 during
1997 and 1996, respectively. A distribution of $800,000 was made during January
1998.
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 prices 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%.
Undistributed Net Proceeds from Property Sales: At December 31, 1997,
undistributed proceeds from property sales amounted to approximately $234,000,
of which approximately $101,000 was payable to the general partners for related
sales commissions when certain levels of return are received by the limited
partners.
Undistributed Net Proceeds from Refinancing: At December 31, 1996, the
Partnership had $306,000 of undistributed net proceeds from refinancings which
occurred prior to 1993. An additional $1,047,000 of refinancing proceeds was
received in 1996 in connection with the November refinancing of Quail Hollow,
Heritage Pointe and Stone Mountain West. During 1997 a distribution of
$1,250,000 was made which represented proceeds from refinancing. At December
31, 1997, the balance of undistributed net proceeds from refinancing was
$103,000. This remaining balance was distributed in January 1998.
Distributions Payable: During 1997 and 1996, the Partnership reported taxable
income related to Quail Hollow. The amount of withholding tax due for the
partners is immaterial for 1997 and 1996, respectively. The 1996 and 1995 tax
of approximately $8,000 and $5,000, respectively, were paid to the State of
South Carolina during 1997 and 1996.
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.
For any fiscal year, to the extent that profits, not including gains from
property dispositions, do not exceed distributions of net cash from operations,
such profits are allocated in the same manner as such distributions. In any
fiscal year in which profits, not including gains from property disposition,
exceed distributions of net cash from operations, such excess is treated on a
cumulative basis as if it constituted an equivalent amount of distributable net
proceeds and is allocated together with, and in the same manner as, that portion
of gain described in the second sentence of the following paragraph.
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. Accordingly, net income as
shown in the statements of operations and changes in partners' deficit for 1997
and 1996 were allocated 99% to the limited partners and 1% to the general
partners. Net income per limited partnership unit for each such year was
computed as 99% of net income divided by 15,000 average units outstanding.
All losses, including losses attributable to property dispositions, are
allocated 99% to the limited partners and 1% to the general partners.
Other Reserves: The general partners may designate a portion of cash generated
from operations as "other reserves" in determining net cash used in operations.
The general partners designated as other reserves an amount equal to the net
liabilities related to the operations of apartment properties during the current
fiscal year that are expected to require the use of cash during the next fiscal
year. Other reserves decreased during 1997 and increased during 1996 by
approximately $150,000 and $82,000, respectively. This amount was determined by
considering changes in the balances of restricted cash, accounts receivable,
other assets, escrows for taxes and insurance, accounts payable, tenant security
deposit liabilities, accrued taxes 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.
Restricted Escrows:
Capital Replacement Reserves - In connection with the refinancing of
Quail Hollow, Heritage Pointe and Stone Mountain West Apartments in 1996,
approximately $606,000 of the proceeds were designated as a Repair Escrow for
the funding of required capital improvements and repairs as noted in the loan
documents. At December 31, 1997, approximately $594,000 remained in the account.
Replacement Reserves - In connection with the 1996 refinancings, each
property deposits per unit between $300 and $325 per year with the mortgage
company to establish and maintain a Replacement Reserve designated for repairs
and replacements at the properties. At December 31, 1997 this reserve totaled
approximately $119,000.
Reserve Account - A general Reserve Account was established in 1992
with the refinancing proceeds for Windsor Hills. This fund was established to
cover necessary repairs and replacements of existing improvements, debt service,
out of pocket expenses incurred for ordinary and necessary administrative tasks,
and payment of real property taxes and insurance premiums. The Partnership is
required to deposit net operating income (as defined in the mortgage note) from
Windsor Hills to its reserve account until it equals $1,000 per apartment unit
or $300,000 in total. The balance at December 31, 1997, is approximately
$330,000, which includes interest earned on these funds.
Escrows for Taxes and Insurance: All tax escrow funds are designated for the
payment of real estate taxes and are held by the Partnership. These funds
totaled approximately $71,000 and are included in receivables and deposits.
Depreciation: Depreciation is provided by the straight-line method over the
estimated lives of the apartment properties and related personal property. For
Federal income tax purposes, the accelerated cost recovery method is used (1)
for real property over 15 years for additions prior to March 16, 1984, 18 years
for additions after March 15, 1984, and before May 9, 1985, and 19 years for
additions after May 8, 1985, and before January 1, 1987, and (2) for personal
property over 5 years for additions prior to January 1, 1987. As a result of
the Tax Reform Act of 1986, for additions after December 31, 1986, 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 7 years.
Loan Costs: Loan costs are included in other assets and are being amortized on
a straight-line basis over the life of the loans. As of December 31, 1997, the
Partnership had a total of approximately $426,000 of capitalized loan costs,
with related accumulated amortization of approximately $122,000. Of these
costs, approximately $264,000 were capitalized in 1996 in conjunction with the
November refinancings of Quail Hollow, Heritage Pointe and Stone Mountain West
Apartments. During January of 1997, $12,000 of additional loan costs were
incurred related to the 1996 refinancing.
Cash and Cash Equivalents: Includes cash on hand and in banks, demand deposits,
money market investments, and certificates of deposit with original maturities
less than 90 days. At certain times, the amount of cash deposited at a bank may
exceed the limit on insured deposits.
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. The security deposits are refunded when the tenant
vacates, provided the tenant has not damaged the unit and is current on rental
payments.
Leases: The Partnership generally leases apartment units for twelve-month terms
or less. The Partnership recognizes income as earned on its leases. In
addition, the Corporate General Partner's policy is to offer rental concessions
during particularly slow months or in response to heavy competition from other
similar complexes in the area. Concessions are charged to expense as incurred.
Investment Properties: Investment properties are stated at cost. Acquisition
fees are capitalized as a cost of real estate. In accordance with Statement of
Financial Accounting Standards ("SFAS") No. 121, Accounting for the Impairment
of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of, the
Partnership records impairment losses on long-lived assets used in operations
when events and circumstances indicate that the assets might be impaired and the
undiscounted cash flows estimated to be generated by those assets are less than
the carrying amounts of those assets. For the years ended December 31, 1997
and 1996, no adjustments for impairment of value were recorded. The impairment
loss is measured by comparing the fair value of the asset to its carrying
amount. The effect of adoption was not material.
Fair Value of Financial Instruments: SFAS No. 107, "Disclosures about Fair
Value of Financial Instruments", as amended by SFAS No. 119, "Disclosures about
Derivative Financial Instruments and Fair Value of 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 in the SFAS 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 fair value of the Partnership's long term debt, after
discounting the scheduled loan payments to maturity, approximates its carrying
balance.
Advertising: The Partnership expenses the costs of advertising as incurred.
Advertising expense, included in operating expenses, was approximately $59,000
and $49,000 for the years ended December 31, 1997 and 1996, respectively.
Reclassifications: Certain reclassifications have been made to the 1996
information to conform to the 1997 presentation.
NOTE B - MORTGAGE NOTES PAYABLE
The principle terms of mortgage notes payable are as follows (dollar amounts in
thousands):
Principal Monthly Principal
Balance At Payment Stated Balance
December 31, Including Interest Maturity Due At
Property 1997 Interest Rate Date Maturity
Quail Hollow $ 2,850 $ 17 7.33% 11/01/03 $2,850
Windsor Hills:
1st mortgage 4,260 38 7.60 11/15/02 3,489
2nd mortgage 149 1 7.60 11/15/02 149
Heritage Pointe 1,400 9 7.33 11/01/03 1,400
Stone Mountain West 3,000 18 7.33 11/01/03 3,000
11,659 $ 83
Less unamortized
discounts (189)
Total $11,470
The Partnership exercised an interest rate buy-down option for the refinanced
mortgage notes payable of Windsor Hills, reducing the stated rate from 8.76% to
7.6%. The fee for the interest rate reduction amounted to approximately
$346,000 and is being amortized as a loan discount on the interest method over
the life of the loan. The discount fee is reflected as a reduction of the
mortgage notes payable and increases the effective rate of the debt to 8.76%.
On November 13, 1996, the Partnership refinanced the mortgage notes at Quail
Hollow, Heritage Pointe, and Stone Mountain West. Of the $7,250,000 gross
proceeds, approximately $5,232,000 of proceeds were used to pay off the old
mortgage debts at the refinanced properties. The old mortgage debt had interest
rates ranging from 8.00% to 9.36% with maturity dates ranging from April 5,
2004, to May 1, 2006. All three notes require monthly interest only payments at
a stated interest rate of 7.33%, and have balloon payments due November 1, 2003.
As a result of the refinancings, the Partnership recorded an extraordinary loss
of approximately $549,000 in 1996. The extraordinary loss was primarily
composed of write-offs of unamortized loan costs and mortgage discounts, as well
as pre-payment penalties incurred due to the early payoffs of the old mortgages.
The mortgage notes payable are nonrecourse and are secured by pledge of the
respective apartment properties and by pledge of revenues from the respective
apartment properties. Some of the notes may require prepayment penalties if
repaid prior to maturity and prohibit resale of the properties subject to
existing indebtedness.
Scheduled principal payments of mortgage notes payable subsequent to December
31, 1997, are as follows (in thousands):
1998 137
1999 148
2000 160
2001 172
2002 3,792
Thereafter 7,250
$11,659
NOTE C- INCOME TAXES
The Partnership has received a ruling from the Internal Revenue Service that it
will be 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 income and Federal taxable
income (in thousands except unit data):
1997 1996
Net income as reported $ 465 $ 54
Add (deduct):
Amortization of present value discounts (1) 500
Depreciation differences 19 23
Change in prepaid rental 95 (17)
Other (16) 19
Accrued legal -- (37)
Federal taxable income $ 562 $ 542
Federal taxable income per limited
partnership unit $ 37.09 $ 35.75
The following is a reconciliation between the Partnership's reported amounts and
federal tax basis of net assets and liabilities (in thousands):
Net deficit as reported $(2,160)
Land and buildings 1,895
Accumulated depreciation (654)
Syndication fees 1,891
Other 233
Net assets - tax basis $ 1,205
NOTE D - TRANSACTIONS WITH AFFILIATED PARTIES
The Partnership has no employees and is dependent on the Corporate General
Partner and its affiliates for the management and administration of all
partnership activities. The Partnership Agreement provides for payments to
affiliates for services and as reimbursement of certain expenses incurred by
affiliates on behalf of the Partnership. Balances and other transactions with
Insignia Financial Group, Inc. and affiliates in 1997 and 1996 are as follows
(in thousands):
For The Years Ended
December 31,
1997 1996
Property management fees (included in operating expenses) $ 249 $ 238
Reimbursement for services of affiliates, including
approximately $13,000 and $4,000 of construction oversight
reimbursements in 1997 and 1996, respectively (included in
general and administrative, operating expenses and invest-
ment properties) 129 103
Due to general partners 101 101
For the period of January 1, 1996 to August 31, 1997, the Partnership insured
its properties under a master policy through an agency and insurer unaffiliated
with the Corporate General Partner. An affiliate of the Corporate General
Partner acquired, in the acquisition of a business, certain financial
obligations from an insurance agency which was later acquired by the agent who
placed the master policy. The agent assumed the financial obligations to the
affiliate of the Corporate General Partner, who received payments on these
obligations from the agent. The amount of the Partnership's insurance premiums
accruing to the benefit of the affiliate of the Corporate General Partner by
virtue of the agent's obligations were not significant.
A director of Insignia Financial Group, Inc. is affiliated with a professional
legal association that received fees in connection with the 1996 refinancing of
Quail Hollow, Heritage Pointe and Stone Mountain West (see "Note B"). These
fees totaled $36,000, and have been capitalized as loan costs.
NOTE E - APARTMENT PROPERTIES AND ACCUMULATED DEPRECIATION
Initial Cost
To Partnership
Buildings Cost
and Related Capitalized
Personal Subsequent to
Apartment Properties Encumbrances Land Property Acquisition
(in thousands)
Quail Hollow Apartments
West Columbia, South Carolina $ 2,850 $ 459 $ 3,754 $ 1,145
Windsor Hills Apartments
Blacksburg, Virginia 4,409 520 4,575 1,359
Heritage Pointe Apartments
Rome, Georgia 1,400 239 2,410 752
Stone Mountain West Apartments
Stone Mountain, Georgia 3,000 210 3,408 1,096
Totals $11,659 $1,428 $14,147 $ 4,352
<TABLE>
<CAPTION>
Gross Amount At Which Carried
At December 31, 1997
Buildings
And
Related
Personal Accumulated Date of Date Depreciable
Description Land Property Total Depreciation Construction Acquired Life-Years
(in thousands)
<S> <C> <C> <C> <C> <C> <C> <C>
Quail Hollow Apartments
West Columbia, South Carolina $ 459 $ 4,899 $ 5,358 $ 3,605 1973 09/01/80 5-34
Windsor Hill Apartments
Blacksburg, Virginia 520 5,934 6,454 4,406 1973 09/01/80 5-30
Heritage Pointe Apartments
Rome, Georgia 239 3,162 3,401 2,352 1967-1970 09/15/80 5-35
Stone Mountain West Apts.
Stone Mountain, Georgia 210 4,504 4,714 3,227 1972 12/31/80 5-37
Totals $1,428 $18,499 $19,927 $13,590
</TABLE>
Reconciliation of "Real Estate and Accumulated Depreciation" (in thousands):
Years Ended December 31,
1997 1996
Real Estate
Balance at beginning of year $19,304 $19,009
Property improvements 623 295
Balance at end of Year $19,927 $19,304
Accumulated Depreciation
Balance at beginning of year $12,952 $12,322
Additions charged to expense 638 630
Balance at end of Year $13,590 $12,952
The aggregate cost of the real estate for Federal income tax purposes at
December 31, 1997 and 1996 is $21,818,000 and $21,195,000. The accumulated
depreciation taken for Federal income tax purposes at December 31, 1997 and
1996, is $14,244,000 and $13,625,000.
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None
PART III
ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS,
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
The Registrant has no officers or directors. The Individual and Corporate
General Partners are as follows:
Individual General Partner - N. Barton Tuck, Jr., age 59, is the Individual
General Partner of the Registrant. Mr. Tuck is Chairman of GolfSouth
Management, Inc. Until August 1990, he served as Chairman and Chief Executive
Officer of U.S. Shelter Corporation ("Shelter"), the former parent of AmReal
Corporation (parent of the Corporate General Partner of the Partnership). For
six years prior to 1966, Mr. Tuck was employed in Greenville, South Carolina by
the certified public accounting firm of S.D. Leidesdorf & Company. From 1966 to
1970, he was a registered representative with the investment banking firm of
Harris Upham & Co., Inc. in Greenville, South Carolina. Since 1970, Mr. Tuck has
been engaged in arranging equity investments for individuals and partnerships.
Mr. Tuck is a graduate of the University of North Carolina. Mr. Tuck has
delegated to the Corporate General Partner all of his authority, as a general
partner of the Partnership, to manage and control the Partnership and its
business and affairs.
Corporate General Partner - The names and ages of, as well as the positions and
offices held by, the executive officers and directors of Shelter Realty
Corporation are set forth below. There are no family relationships between or
among any officers or directors.
NAME OF INDIVIDUAL POSITION AGE
William H. Jarrard, Jr. President/Director 51
Ronald Uretta Vice President/Treasurer 41
Martha L. Long Controller 38
Daniel M. LeBey Vice President/Secretary 32
Robert D. Long, Jr. Vice President 30
Kelley M. Buechler Assistant Secretary 40
William H. Jarrard, Jr. has been President and Director of the Corporate General
Partner since August 1994. He has acted as Senior Vice President of Insignia
Properties Trust ("IPT"), parent of the Corporate General Partner since May
1997. Mr. Jarrard previously acted as Managing Director - Partnership
Administration of Insignia from January 1991 through September 1997 and served
as Managing Director - Partnership Administration and Asset Management from July
1994 until January 1996.
Ronald Uretta has been Vice President and Treasurer of the Corporate General
Partner since August 1994 and Insignia's Treasurer since January 1992. Since
August 1996, he has also served as Insignia's Chief Operating Officer. He has
also served as Insignia's Secretary from January 1992 to June 1996 and as
Insignia's Chief Financial Officer from January 1992 to August 1996.
Martha L. Long has been Controller of the Corporate General Partner since
December 1996 and Senior Vice President - Finance and Controller of Insignia
since January 1997. In June 1994, Ms. Long joined Insignia as its Controller
and was promoted to Senior Vice President - Finance in January 1997. Prior to
that time, she was Senior Vice President and Controller of the First Savings
Bank in Greenville, South Carolina.
Robert D. Long, Jr. has been Vice President of the Corporate General Partner
since January 2, 1998. Mr. Long joined Metropolitan Asset Enhancement, L.P.
("MAE"), an affiliate of Insignia, in September 1993. Since 1994 he has acted
as Vice President and Chief Accounting Officer of the MAE subsidiaries. Mr.
Long was an accountant for Insignia until joining MAE in 1993. Prior to joining
Insignia, Mr. Long was an auditor for the State of Tennessee and was associated
with the accounting firm of Harsman Lewis and Associates.
Daniel M. LeBey has been Vice President and Secretary of the Corporate General
Partner since January 29, 1998 and Insignia's Assistant Secretary since April
30, 1997. Since July 1996 he has also served as Insignia's Associate General
Counsel. From September 1992 until June 1996, Mr. LeBey was an attorney with
the law firm of Alston & Bird LLP, Atlanta, Georgia.
Kelley M. Buechler has been Assistant Secretary of the Corporate General Partner
since June 1996 and Assistant Secretary of Insignia since January 1991.
Insignia Commercial Group, Inc. ("ICG"), Insignia Financial Group, Inc. ("IFG")
and Shelter Properties I Acquisition LLC reported three, four and one
transactions, respectively, as of December 31, 1996, on a Form 5 filed in
January 1997, with respect to the entities' purchases of Units of Limited
Partners Interest of the Partnership. Andrew L. Farkas also delinquently
reported the same transactions on a Form 5 by virtue of his status as an
affiliate of ICG and IFG, through which he may be deemed to be a beneficial
owner of the securities owned by such entities.
ITEM 10. EXECUTIVE COMPENSATION
Neither the Individual General Partner nor any of the directors and officers of
the Corporate General Partner received any remuneration from the Registrant.
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Except as noted below, no person was known by the Registrant to be the
beneficial owner of more than 5% of the Limited Partnership Units of the
Registrant as of December 31, 1997.
Number
Entity of Units Percentage
Insignia Properties, L.P. 5,759 38.93%
Insignia Properties, L.P. is an affiliate of Insignia (See Item 1).
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.
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The Individual General Partner and the Corporate General Partner did not receive
any proceeds as General Partners from the distribution made during 1997. The
Corporate General Partner did receive distributions in 1997 and 1996 relating to
the 100 Units it owns. For a description of the share of cash distributions from
operations, if any, to which the general partners are entitled, reference is
made to the material contained in the Prospectus under the heading "PROFITS AND
LOSSES AND CASH DISTRIBUTIONS."
The Partnership has no employees and is dependent on the Corporate General
Partner and its affiliates for the management and administration of all
partnership activities. The Partnership Agreement provides for payments to
affiliates for services and as reimbursement of certain expenses incurred by
affiliates on behalf of the Partnership. Balances and other transactions with
Insignia Financial Group, Inc. and affiliates in 1997 and 1996 are as follows
(in thousands):
For The Years Ended
December 31,
1997 1996
Property management fees $ 249 $ 238
Reimbursement for services of affiliates, including
approximately $13,000 and $4,000 of construction oversight
reimbursements in 1997 and 1996, respectively 129 103
Due to general partners 101 101
For a more detailed description of the management fee that Insignia Residential
Group, L.P. is entitled to receive, see the material contained in the Prospectus
under the heading CONFLICTS OF INTEREST - Property Management Services.
For the period of January 1, 1996 to August 31, 1997, the Partnership insured
its properties under a master policy through an agency and insurer unaffiliated
with the Corporate General Partner. An affiliate of the Corporate General
Partner acquired, in the acquisition of a business, certain financial
obligations from an insurance agency which was later acquired by the agent who
placed the master policy. The agent assumed the financial obligations to the
affiliate of the Corporate General Partner, who received payments on these
obligations from the agent. The amount of the Partnership's insurance premiums
accruing to the benefit of the affiliate of the Corporate General Partner by
virtue of the agent's obligations were not significant.
A director of Insignia Financial Group, Inc. is affiliated with a professional
legal association that received fees in connection with the 1996 refinancing of
Quail Hollow, Heritage Pointe and Stone Mountain West (see "Note B"). These
fees totaled $36,000, and have been capitalized as loan costs.
ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits:
Exhibit 27, Financial Data Schedule, is filed as an exhibit to this
report.
(b) Reports on Form 8-K filed in the fourth quarter of fiscal year 1997:
None.
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the Registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
SHELTER PROPERTIES I LIMITED PARTNERSHIP
By: Shelter Realty Corporation
Corporate General Partner
By: /s/William H. Jarrard, Jr.
William H. Jarrard, Jr.
President/Director
Date: March 5, 1998
In accordance with the Exchange Act, this report has been signed below by
the following persons on behalf of the Registrant and in the capacities and on
the date indicated.
/s/William H. Jarrard, Jr. Date: March 5, 1998
William H. Jarrard, Jr.
President/Director
/s/Ronald Uretta Date: March 5, 1998
Ronald Uretta
Vice President/Treasurer
EXHIBIT INDEX
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 July 3,
1980 contained in Amendment No. 1 to Registration Statement No. 2-
67384, of Registrant filed July 3, 1980 (the "Prospectus") and
incorporated herein by reference].
(B) Subscription Agreements and Signature Pages [Filed with Amendment No.
1 of Registration Statement No. 2-67384, of Registrant filed July 3,
1980 and incorporated herein by reference].
(C) Wrap Around Mortgage Note and South Carolina Mortgage of Real Estate
between Quail Hollow Company and Shelter Properties I to acquire Quail
Hollow Apartments.*
(D) Promissory Note and Deed of Trust and Security Agreement between
Pacific Mutual Life Insurance Company and Shelter Properties I to
refinance the debt on Windsor Hills Apartments.*
(E) Multifamily Note and Multifamily Deed to secure Debt between Germania
Federal Savings and Loan Association and Shelter Properties I to
refinance the debt on Rome Georgian Apartments.*
(F) Promissory Note and Deed to Secure Debt and Security Agreement between
Citizens and Southern Financial Corporation and Stone Property
Associates, Ltd. to acquire Stone Mountain Apartments.*
*Filed as Exhibit 4(c), 4(d), 4(e) and 4(f), respectively, to Form 10-
K of Registrant for year ended December 31, 1987 and incorporated
herein by reference.
10(I)Contract related to acquisition or disposition of properties.
(A) Purchase Agreement dated December 5, 1979, between Quail Hollow
Associates Limited Partnership and U.S. Shelter Corporation to
purchase Quail Hollow Apartments.**
(B) Purchase Agreement dated December 5, 1979, between Windsor Associates
and U. S. Shelter Corporation to purchase Windsor Hills Apartments.**
**Filed as Exhibits 12(c) and 12(d), respectively, to Registration
Statement No. 2-67384, of Registrant filed April 16, 1980 and
incorporated herein by reference.
(C) Purchase Agreement dated June 4, 1980 between Paul Lipman, Trustee and
U.S. Shelter Corporation to purchase Rome Georgian Apartments.***
***Filed as Exhibit 12(d), to Amendment No. 1 to Registration
Statement, No.2-67384, of Registrant filed July 3, 1980 and
incorporated herein by reference.
(D) Purchase Agreement dated December 17, 1980 between Stone Property
Associates, Ltd. and Shelter Properties I to purchase Stone Mountain
West Apartments. [Filed with Form 8-K of Registrant dated December 18,
1980 and incorporated herein by reference].
(E) Agreement of Sale dated September 30, 1983 between Shelter Properties
I and Case/Edwards Associates to sell Yorktown Apartments. [Filed
with Form 10-K of Registrant for year ended December 31, 1983 and
incorporated herein by reference].
(F) Contact of Sale dated December 29, 1983 between Shelter Properties I
and Volco, Inc. to sell Lamplighter Apartments. [Filed with Form 10-K
of Registrant for year ended December 31, 1984 and incorporated herein
by reference].
(G) Agreement of Sale dated May 31, 1984 between Shelter Properties I and
BWIT Fifty-Fifth Street, Inc. to sell Middle Plantation Apartments.
[Filed with Form 10-K of Registrant for year ended December 31, 1984
and incorporated herein by reference].
(II) Form of Management Agreement with U.S. Shelter Corporation subsequently
assigned to Shelter Management Group, L.P. (now known as Insignia
Management, L.P.) [Filed with Amendment No. 1 of Registration Statement,
No. 2-67384, of Registrant filed July 3, 1980 and incorporated herein by
reference].
(III)Contracts related to refinancing the debt:
(A) Restated and Modified of First Deed of Trust and Security Agreement
dated October 28, 1992 between Windsor Hills I, L.P. and Dewey B.
Morris and Richard G. Joynt (Trustee) and First Commonwealth Realty
Credit Corporation, a Virginia Corporation, securing the Windsor Hill
property.****
(B) Second Deed of Trust and Security Agreement dated October 28, 1992
between Windsor Hills I, L.P. and Dewey B. Morris and Richard G. Joynt
(Trustee) and First Commonwealth Realty Credit Corporation, a Virginia
Corporation, securing the Windsor Hills property.****
(C) First Assignment of Leases and Rents dated October 28, 1992 between
Windsor Hills I, L.P. and First Commonwealth Realty Credit
Corporation, a Virginia Corporation, securing the Windsor Hills
property.****
(D) Second Assignment of Leases and Rents dated October 28, 1992 between
Windsor Hills I, L.P. and Dewey B. Morris and Richard G. Joynt
(Trustee) and First Commonwealth Realty Credit Corporation, a Virginia
Corporation, securing the Windsor Hills property.****
(E) Restated and Modified Deed of Trust Note dated October 28, 1992
between Windsor Hills I, L.P. and First Commonwealth Realty Credit
Corporation relating to the Windsor Hills property.****
(F) Second Deed of Trust Note dated October 28, 1992 between Windsor Hills
I, L.P. and First Commonwealth Realty Credit Corporation relating to
the Windsor Hills property.****
****Filed as Exhibit 10(iii)(a) through (f), respectively, to Form 10-
KSB of Registrant for year ended December 31, 1992 and incorporated
herein by reference.
(G) Multifamily Note dated May 11, 1994 between Shelter Properties I
Limited Partnership and Financial Federal Savings Bank relating to
Rome Georgian Apartments. *****
(H) Multifamily Deed to secure debt, assignments of rents and security
agreement, dated May 11, 1994 between Shelter Properties I Limited
Partnership and Financial Federal Savings Bank securing Rome Georgian
Apartments. *****
(I) Multifamily Note secured by a Mortgage or Deed of Trust dated
November 1, 1996, between Shelter Properties I Limited Partnership and
Lehman Brothers Holdings, Inc., d/b/a Lehman Capital, a Division of
Lehman Brothers Holdings Inc., relating to Quail Hollow Apartments.
(J) Multifamily Note secured by a Mortgage or Deed of Trust dated
November 1, 1996, between Shelter Properties I Limited Partnership and
Lehman Brothers Holdings, Inc., d/b/a Lehman Capital, a Division of
Lehman Brothers Holdings Inc., relating to Rome Georgian Apartments.
(K) Multifamily Note secured by a Mortgage or Deed of Trust dated
November 1, 1996, between Shelter Properties I Limited Partnership and
Lehman Brothers Holdings, Inc., d/b/a Lehman Capital, a Division of
Lehman Brothers Holdings Inc., relating to Stone Mountain West.
*****Filed as Exhibit 10(iii) (a) and (b), respectively, to Form 10QSB
of Registrant for the quarter ended June 30, 1994 and incorporated
herein by reference.
22 Subsidiaries of the Registrant.
27 Financial Data Schedule.
99 (A) Prospectus of Registrant dated July 3, 1980 [included in Registration
Statement No. 2-67384, of Registrant] and incorporated herein by
reference.
(B) Agreement of Limited Partnership for Windsor Hills I, L.P. between
Shelter I G.P. Limited Partnership and Shelter I Limited Partnership
dated October 13, 1992. [Filed as Exhibit 28(b) to Form 10-KSB of
Registrant for year ended December 31, 1992 and incorporated herein by
reference].
EXHIBIT 22
SHELTER PROPERTIES I LIMITED PARTNERSHIP
SUBSIDIARY LIST
Name of Subsidiary State of Incorporation/Formation Date
Windsor I Limited Partnership Delaware 1992
Shelter I GP Limited Partnership Delaware 1992
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from
Shelter Properties I Limited Partnership 1997 Year-End 10-KSB and is
qualified in its entirety by reference to such 10-KSB filing.
</LEGEND>
<CIK> 0000316220
<NAME> Shelter Properties I Limited Partnership
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> DEC-31-1997
<CASH> 2,028
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0<F1>
<PP&E> 19,927
<DEPRECIATION> 13,590
<TOTAL-ASSETS> 9,936
<CURRENT-LIABILITIES> 0<F1>
<BONDS> 11,470
0
0
<COMMON> 0
<OTHER-SE> (2,160)
<TOTAL-LIABILITY-AND-EQUITY> 9,936
<SALES> 0
<TOTAL-REVENUES> 5,092
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 4,627
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 960
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 465
<EPS-PRIMARY> 30.67<F2>
<EPS-DILUTED> 0
<FN>
<F1>Registrant has an unclassified balance sheet.
<F2>Multiplier is 1.
</FN>
</TABLE>
