FORM 10-KSB--ANNUAL OR TRANSITIONAL REPORT UNDER
SECTION 13 OR 15(D)
(As last amended by 34-31905, eff. 4/26/93)
[X] Annual Report Under Section 13 or 15(d) of the Securities Exchange Act of
1934 [Fee Required]
For the fiscal year ended October 31, 1996
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 0-13261
SHELTER PROPERTIES VI LIMITED PARTNERSHIP
(Name of small business issuer in its charter)
South Carolina 57-0755618
(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 of 1934 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. $10,079,000
State the aggregate market value of the voting partnership interests 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 Managing General Partners belief that
such trading would not exceed $25,000,000.
DOCUMENTS INCORPORATED BY REFERENCE
1. Portions of the Prospectus of Registrant dated March 22, 1984 (included in
Registration Statement, No.2-86995, of Registrant) are incorporated by reference
into Parts I and III.
PART I
ITEM 1. DESCRIPTION OF BUSINESS
Shelter Properties VI Limited Partnership (the "Registrant" or the
"Partnership") is engaged in the business of acquiring, operating and holding
real properties for investment. The Registrant acquired eight existing apartment
properties during 1984 and 1985 and has been operating such properties since
that time with the exception of Northridge Landing Apartments, which the
Partnership permitted a lender to foreclose upon on February 6, 1990. Also, on
September 29, 1995, the Registrant sold Marble Hills Apartments as discussed in
"Note B" to the financial statements.
Commencing March 22, 1984, the Registrant offered through E. F. Hutton & Company
Inc. ("Hutton") up to 34,900 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. By
means of Supplement No. 4 dated September 28, 1984, the Partnership offered for
sale an additional 15,000 Units. An additional 100 Units were purchased by
Shelter Realty VI Corporation ("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. 2-86995 (the "Registration Statement"). Reference is made to the
Prospectus of Registrant dated March 22, 1984 (the "Prospectus") contained in
said Registration Statement, which is incorporated herein by reference thereto.
The offering terminated in October 1984. Upon termination of the offering,
the Registrant had accepted subscriptions for 42,324 Units, including
100 Units purchased by the Corporate General Partner, for an aggregate of
$42,324,000. Unsold Units (numbering 7,676) were deregistered pursuant to Post
Effective Amendment No. 1 to Registration Statement No. 2-93285 filed with the
Securities and Exchange Commission on November 13, 1984. The Registrant invested
approximately $30,300,000 of such proceeds in nine existing apartment properties
and thereby completed its acquisition program in March 1985 at approximately the
expenditure level estimated in the Prospectus.
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 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 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
On September 29, 1995, the Partnership sold Marble Hills Apartments to an
unaffiliated party. The buyer assumed the mortgages, payable to Bank of
America. The total outstanding balance on the mortgage notes payable, including
interest, was approximately $3,353,000. The Partnership received net proceeds
of approximately $2,412,000 after payment of closing costs. This disposition
resulted in a gain of approximately $1,296,000.
The following table sets forth the Registrant's investments in properties:
Date of
Property Purchase Type of Ownership Use
Rocky Creek Apartments 6/29/84 Fee ownership subject Apartment
Augusta, Georgia to first and second 120 units
mortgages.
Carriage House Apartments 6/29/84 Fee ownership subject Apartment
Gastonia, North Carolina to first and second 102 units
mortgages.
Nottingham Square Apartments 8/31/84 Fee ownership subject Apartment
Des Moines, Iowa to first and second 442 units
mortgages.
Foxfire Apartments/ 9/30/84 Fee ownership subject Apartment
Barcelona Apartments 3/28/85 to first and second 353 units
Durham, North Carolina mortgages.
River Reach Apartments 1/30/85 Fee ownership subject Apartment
Jacksonville, Florida to first and second 298 units
mortgages.
Village Garden Apartments 3/01/85 Fee ownership subject Apartment
Fort Collins, Colorado to first and second 141 units
mortgages.
SCHEDULE OF PROPERTIES:
(dollar amounts in thousands)
Gross
Carrying Accumulated Federal
Property Value Depreciation Rate Method Tax Basis
Rocky Creek $ 4,475 $ 1,946 5-35 yrs S/L $ 1,290
Augusta, GA
Carriage House 3,796 1,906 5-27 yrs S/L 828
Gastonia, NC
Nottingham Square 13,387 6,083 5-29 yrs S/L 4,906
Des Moines, IO
Foxfire/Barcelona 11,275 5,225 5-31 yrs S/L 4,469
Durham, NC
River Reach 14,144 6,033 5-27 yrs S/L 4,882
Jacksonville, FL
Village Garden 3,942 1,607 5-30 yrs S/L 1,574
Fort Collins, CO
Total $51,019 $22,800 $17,949
See "Note A" to financial statements in "Item 7" for a description of the
Partnership's depreciation policy.
SCHEDULE OF MORTGAGES:
(dollar amounts in thousands)
Principal Principal
Balance At Stated Balance
October 31, Interest Period Maturity Due At
Property 1996 Rate Amortized Date Maturity
Rocky Creek
1st Mortgage $ 2,194 7.60% (1) 11/15/02 $ 1,737
2nd Mortgage 74 7.60% (1) 11/15/02 74
Carriage House
1st Mortgage 2,022 7.60% (1) 11/15/02 1,601
2nd Mortgage 68 7.60% (1) 11/15/02 68
Nottingham Square
1st Mortgage 7,917 7.60% (1) 11/15/02 6,268
2nd Mortgage 268 7.60% (1) 11/15/02 268
Foxfire/Barcelona
1st Mortgage 5,723 7.60% (1) 11/15/02 4,531
2nd Mortgage 193 7.60% (1) 11/15/02 193
River Reach
1st Mortgage 7,441 7.60% (1) 11/15/02 5,890
2nd Mortgage 252 7.60% (1) 11/15/02 252
Village Garden
1st Mortgage 2,576 7.60% (1) 11/15/02 2,039
2nd Mortgage 87 7.60% (1) 11/15/02 87
28,815
Less unamortized
discounts (1,443)
$ 27,372
(1) The principal balance is being amortized over 257 months with a balloon
payment due November 15, 2002.
The Partnership exercised interest rate buy-down options for each of the
mortgage notes payable reducing the stated rate from 8.76% to 7.6%. The fee for
the interest rate reduction amounted to approximately $2,433,000 and is being
amortized as a loan discount using the interest method over the life of the
loans. The unamortized discount is reflected as a reduction of the mortgage
notes payable and increases the effective rate of the debt to 8.76%.
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. The notes cannot be prepaid prior to November 15, 1997;
thereafter, they require prepayment penalties if repaid prior to maturity and
prohibit resale of the properties subject to existing indebtedness.
Average annual rental rate and occupancy for 1996 and 1995 for each property:
Average Annual Average Annual
Rental Rates Occupancy
1996 1995 1996 1995
Rocky Creek $6,646 $6,610 86% 90%
Carriage House 6,828 6,352 97% 98%
Nottingham Square 6,663 6,539 93% 94%
Foxfire/Barcelona 6,495 6,118 98% 98%
River Reach 7,421 7,141 98% 99%
Village Garden 6,937 6,232 95% 95%
The Corporate General Partner attributes the decrease in occupancy at Rocky
Creek to an increase in the number of tenants purchasing homes as well as the
overall soft market conditions due to the layoffs at the Savannah River Site.
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 individual tenant leases 10% or more of the available rental space.
Real estate taxes and effective rates in 1996 for each property were:
(dollar amounts in thousands)
1996 1996
Billing* Rate
Rocky Creek $ 36 2.72%
Carriage House 37 1.31%
Nottingham Square 407 3.20%
Foxfire/Barcelona 159 1.62%
River Reach 225 2.08%
Village Garden 37 8.58%
*Due to this property having a fiscal year different than the real estate tax
year, tax expense does not agree to the 1996 billing.
ITEM 3. LEGAL PROCEEDINGS
The general partner responsible for management of the Partnership's business is
Shelter Realty VI 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 affiliate of Insignia
Financial Group, Inc. ("Insignia"). The directors and officers of the Corporate
General Partner also serve as executive officers of Insignia.
The Corporate General Partner owns 100 Limited Partnership Units ("Units"). On
or about April 26 and 27, 1995, six entities ("Affiliated Purchasers")
affiliated with the Partnership commenced tender offers for limited partner
interests in six limited partnerships, including the Partnership (collectively,
the "Shelter Properties Partnerships"). On May 27, 1995, the Affiliated
Purchasers acquired 7,985 units of the Partnership pursuant to the tender offer.
On or about May 12, 1995, in the United States District Court for the District
of South Carolina, certain limited partners of the Shelter Properties
Partnerships commenced a lawsuit, on behalf of themselves, on behalf of a
putative class of plaintiffs, and derivatively on behalf of the partnerships,
challenging the actions taken by defendants (including Insignia, the acquiring
entities and certain officers of Insignia) in the management of the Shelter
Properties Partnerships and in connection with the tender offers and certain
other matters.
The plaintiffs alleged that, among other things: (i) the defendants
intentionally mismanaged the Shelter Properties Partnerships and acted contrary
to the limited partners' best interests by prolonging the existence of the
partnerships in order to perpetuate the revenues derived by Insignia (an
affiliate of the Corporate General Partner) and its affiliates from the Shelter
Properties Partnerships; (ii) the defendants' actions reduced the demand for the
Shelter Properties Partnerships' limited partner interests in the limited resale
market by artificially depressing the trading prices for limited partners
interests in order to create a favorable environment for the tender offers;
(iii) through the tender offers, the acquiring entities sought to acquire
effective voting control over the Shelter Properties Partnerships while paying
highly inadequate prices; and (iv) the documents disseminated to the class in
connection with the tender offers contained false and misleading statements and
omissions of material facts concerning such issues as the advantages to limited
partners of tendering pursuant to the tender offers, the true value of the
interest, the true financial condition of the Shelter Properties Partnerships,
the factors affecting the likelihood that properties owned by the Shelter
Properties Partnerships will be sold or liquidated in the near future, the
liquidity and true value of the limited partner interests, the reasons for the
limited secondary market for limited partner interests, and the true nature of
the market for the underlying real estate assets owned by the Shelter Properties
Partnerships, all in violation of the federal securities laws.
On September 27, 1995, the parties entered into a stipulation to settle the
matter. The principal terms of the stipulation require supplemental payments to
tendering limited partners aggregating approximately $6 million to be paid by
the Affiliated Purchasers, of which approximately $722,000 is the Partnership's
portion; waiver by the Shelter Properties Partnerships' general partners of any
right to certain proceeds from a sale or refinancing of the partnerships'
properties; some restrictions on Insignia's ability to vote the limited partner
interests it acquired; payment of $1.25 million (which amount is divided among
the various partnerships and acquiring entities) for plaintiffs' attorney fees
and expenses in the litigation; and general releases of all the defendants.
On June 24, 1996, after notice to the class and a hearing on the fairness and
adequacy of the notice and the terms of settlement, the court orally approved
the settlement. The court signed the formal order on July 30, 1996. No appeal
was filed within thirty days after the court entered the formal order, and the
settlement became effective on August 30, 1996. The Affiliated Purchasers made
the payments to investors in accordance with the settlement in early September
1996.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
During the fiscal year ended October 31, 1996, no matter was submitted to a vote
of unit holders through the solicitation of proxies or otherwise.
PART II
ITEM 5. MARKET FOR PARTNERSHIP EQUITY AND RELATED PARTNER MATTERS
As of October 31, 1996, there was minimal trading of the Units in the secondary
market establishing a high and low value of $270 and $240, respectively, per
unit as quoted in the September 1996 Stanger Report. As of October 31, 1996,
there were 3,097 holders of record owning an aggregate of 42,324 Units. No
public trading has developed for the Units, and it is not anticipated that such
a market will develop in the future. At October 31, 1995, distributions of
$1,000,000 had been declared and accrued. These distributions were paid to the
partners on December 14, 1995. Future cash distributions will depend on the
levels of net cash generated from operations, refinancings, property sales and
cash reserves. As of October 31, 1996, the Reserve Account was fully funded,
however if it becomes necessary to draw upon the reserves, distributions may
also be restricted by the requirement to deposit net operating income (as
defined in the mortgage note) into the Reserve Account as disclosed in "Note A"
of the financial statements.
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
This item should be read in conjunction with the financial statements and other
items contained elsewhere in this report.
RESULTS OF OPERATIONS
The Partnership's net loss as reported in the financial statements for the year
ended October 31, 1996, was approximately $61,000 compared to net income of
approximately $772,000 for the corresponding period of 1995 (see "Note D" of the
financial statements for a reconciliation of these amounts to the
Partnership's federal taxable income (loss).) The change in net income (loss)
from 1995 to 1996 is primarily attributable to the gain on the sale of the
Marble Hill Apartment in 1995, (see "Note B" of the financial statements for
additional information), which was in excess of the net income for the year.
The decrease in rental income is due primarily to the sale of Marble Hills,
mitigated by rental increases at all of the Partnership's properties. The
increase in other income is due to an increase in the average amount of cash
available to be invested in interest bearing certificates of deposit.
Operating, maintenance, depreciation and interest expenses decreased primarily
as a result of the sale of Marble Hills. Additionally the decrease in general
and administrative expenses is due to decreased legal fees associated with the
lawsuits disclosed in "Item 3. Legal Proceedings," as well as decreased
professional expenses in connection with the Partnership's required responses to
the tender offerings in 1995.
Management relies on the annual appraisals performed by outside appraisers to
assess the impairment of investment properties. There are three recognized
approaches or techniques available to the appraiser. When applicable, these
approaches are used to process the data considered significant to each to arrive
at separate value indications. In all instances the experience of the
appraiser, coupled with his objective judgment, plays a major role in arriving
at the conclusions of the indicated value from which the final estimate of value
is made. The three approaches commonly known are the cost approach, the sales
comparison approach, and the income approach. The cost approach is often not
considered to be reliable due to the lack of land sales and the significant
amount of depreciation and, therefore, is often not presented. Upon receipt of
the appraisals, any property which is stated on the books of the partnership
above the estimated value given in the appraisal, is written down to the
estimated value provided by the appraiser. The appraiser assumes a stabilized
occupancy at the time of the appraisal and, therefore, any impairment of value
is considered to be permanent by the Partnership. For the year ended October 31,
1996, no adjustments for impairment of value were necessary.
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
expense. As part of this plan, the Corporate General Partner attempts to
protect the Partnership from the burden of inflation-related increases in
expenses by increasing rents and maintaining a high overall occupancy level.
However, due to changing market conditions, which can result in the use of
rental concessions and rental reductions to offset softening market conditions,
there is no guarantee that the Corporate General Partner will be able to sustain
such a plan.
LIQUIDITY AND CAPITAL RESOURCES
At October 31, 1996, the Partnership held unrestricted cash of approximately
$3,106,000 compared to approximately $3,710,000 at October 31, 1995. Net cash
provided by operating activities increased due to rental rate increases at all
of the Partnership's properties, partially offset by an increase in other assets
due to a Federal tax deposit required under Section 7519 of the Internal Revenue
Code for future tax liabilities which may be incurred from the income of the
Partnership's investment properties. Net cash provided by investing activities
decreased primarily due to proceeds from the sale of Marble Hills in 1995.
Excluding the Marble Hill sale proceeds, net cash used in investing activities
was comparable for 1996 and 1995. Net cash used in financing activities
increased due to the payment of approximately $1,000,000 of accrued
distributions to partners in December of 1995.
For 1997, the Partnership has budgeted approximately $175,000 for parking area
improvements at Nottingham Square. Except for this project, the Partnership has
no material capital programs scheduled to be performed in 1997, although certain
routine capital expenditure and maintenance expenses have been budgeted. These
capital expenditures and maintenance expenses will be incurred only if cash is
available from operations or is received from Partnership reserves.
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 $27,372,000, net of discount, is being
amortized over 257 months with a balloon payment of approximately $23,008,000
due on November 15, 2002, at which time the properties are expected to either be
refinanced or sold. No cash distributions were paid during the 1995 fiscal
year. Distributions of the proceeds from the sale of Marble Hills of
approximately $1,000,000 were paid in the first quarter of 1996. Future cash
distributions will depend on the levels of net cash generated from operations,
refinancing, property sales and cash reserves. As of October 31, 1996, the
Reserve Account was fully funded, however if it becomes necessary to draw upon
these reserves, distributions may also be restricted by the requirement to
deposit net operating income (as defined in the mortgage note) into the Reserve
Account as disclosed in "Note A" of the financial statements.
ITEM 7. FINANCIAL STATEMENTS
SHELTER PROPERTIES VI LIMITED PARTNERSHIP
LIST OF FINANCIAL STATEMENTS
Report of Ernst & Young LLP, Independent Auditors
Balance Sheet - October 31, 1996
Statements of Operations - Years ended October 31, 1996 and 1995
Statements of Changes in Partners' Capital (Deficit) - Years ended
October 31, 1996 and 1995
Statements of Cash Flows - Years ended October 31, 1996 and 1995
Notes to Financial Statements
Report of Ernst & Young LLP, Independent Auditors
The Partners
Shelter Properties VI Limited Partnership
We have audited the accompanying balance sheet of Shelter Properties VI Limited
Partnership as of October 31, 1996, and the related statements of operations,
changes in partners' capital (deficit) and cash flows for each of the two years
in the period ended October 31, 1996. 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 financial statements referred to above present fairly, in
all material respects, the financial position of Shelter Properties VI Limited
Partnership as of October 31, 1996, and the results of its operations and its
cash flows for each of the two years in the period ended October 31, 1996, in
conformity with generally accepted accounting principles.
/s/ERNST & YOUNG LLP
Greenville, South Carolina
December 10, 1996
SHELTER PROPERTIES VI LIMITED PARTNERSHIP
BALANCE SHEET
October 31, 1996
(in thousands, except unit data)
Assets
Cash and cash equivalents:
Unrestricted $ 3,106
Restricted--tenant security deposits 199
Accounts receivable 20
Escrows for taxes 438
Restricted escrows 1,509
Other assets 720
Investment properties (Notes C & F):
Land $ 4,950
Buildings and related personal property 46,069
51,019
Less accumulated depreciation (22,800) 28,219
$34,211
Liabilities and Partners' Capital (Deficit)
Liabilities
Accounts payable $ 253
Tenant security deposits 197
Accrued taxes 610
Other liabilities 353
Mortgage notes payable (Note C) 27,372
Partners' Capital (Deficit)
General partners $ (304)
Limited partners (42,324 units
issued and outstanding) 5,730 5,426
$34,211
See Accompanying Notes to Financial Statements
SHELTER PROPERTIES VI LIMITED PARTNERSHIP
STATEMENTS OF OPERATIONS
(in thousands, except unit data)
Years Ended October 31,
1996 1995
Revenues:
Rental income $ 9,418 $ 10,251
Other income 661 589
Total revenues 10,079 10,840
Expenses:
Operating 2,949 3,316
General and administrative 293 478
Maintenance 1,481 1,659
Depreciation 1,973 2,173
Interest 2,517 2,823
Property taxes 927 915
Total expenses 10,140 11,364
Gain on sale of property (Note B) -- 1,296
Net (loss) income (Note D) $ (61) $ 772
Net (loss) income allocated to
general partner (1%) $ (1) $ 8
Net (loss) income allocated to
limited partners (99%) (60) 764
$ (61) $ 772
Net (loss) income per limited partnership unit $ (1.42) $ 18.05
See Accompanying Notes to Financial Statements
SHELTER PROPERTIES VI LIMITED PARTNERSHIP
STATEMENTS OF CHANGES IN PARTNERS' CAPITAL (DEFICIT)
(in thousands, except unit data)
Limited
Partnership General Limited
Units Partners Partners Total
Original capital
contributions 42,324 $ 2 $42,324 $42,326
Partners' capital (deficit)
at October 31,1994 42,324 $ (311) $ 6,026 $ 5,715
Net income for the year
ended October 31, 1995 -- 8 764 772
Distributions payable
to partners -- -- (1,000) (1,000)
Partners' capital (deficit)
at October 31, 1995 42,324 (303) 5,790 5,487
Net loss for the year ended
October 31, 1996 -- (1) (60) (61)
Partners' capital (deficit) at
October 31, 1996 42,324 $ (304) $ 5,730 $ 5,426
See Accompanying Notes to Financial Statements
SHELTER PROPERTIES VI LIMITED PARTNERSHIP
STATEMENTS OF CASH FLOWS
(in thousands)
Years Ended October 31,
1996 1995
Cash flows from operating activities:
Net (loss) income $ (61) $ 772
Adjustments to reconcile net (loss) income to
net cash provided by operating activities:
Depreciation 1,973 2,173
Amortization of discounts and loan costs 297 318
Casualty loss 1 --
Loss on disposal of property 4 42
Gain on sale of property -- (1,296)
Change in accounts:
Restricted cash (4) 22
Accounts receivable (3) (4)
Escrows for taxes (38) 12
Other assets (110) (4)
Accounts payable (123) (20)
Tenant security deposit liabilities 12 (32)
Accrued taxes 44 (17)
Other liabilities (12) (16)
Net cash provided by operating activities 1,980 1,950
Cash flows from investing activities:
Property improvements and replacements (938) (940)
Deposits to restricted escrows (62) (293)
Receipts from restricted escrows 93 299
Net insurance proceeds from casualty loss 59 --
Proceeds from sale of property -- 2,412
Net cash (used in) provided by
investing activities (848) 1,478
Cash flows from financing activities:
Payments on mortgage notes payable (736) (753)
Distributions to partners (1,000) --
Net cash used in financing activities (1,736) (753)
Net (decrease) increase in cash balance (604) 2,675
Cash at beginning of period 3,710 1,035
Cash at end of period $ 3,106 $3,710
Supplemental disclosure of cash flow information:
Cash paid for interest $ 2,221 $2,518
Supplemental disclosure of non-cash activity:
Accounts payable was adjusted by approximately $89,000 at October 31, 1996, for
non-cash amounts in connection with property improvements and replacements.
See Accompanying Notes to Financial Statements
SHELTER PROPERTIES VI LIMITED PARTNERSHIP
Notes to Financial Statements
(Unaudited)
NOTE A - ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES
Organization: Shelter Properties VI 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 August 3, 1983. The general partner responsible for management of the
Partnership's business is Shelter Realty VI Corporation, a South Carolina
corporation (the "Corporate General Partner" or "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 affiliate 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, 2023. The Partnership commenced operations on June 29, 1984, and
completed its acquisition of apartment properties on March 28, 1985. The
Partnership operates six apartment properties located in the south, midwest and
west. At October 31, 1996, affiliates of Insignia own 8,027 units of the
Partnership.
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 from (used 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 used by operations, as defined in the
partnership agreement. However, "net cash used by 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.
1996 1995
(in thousands)
Net cash provided by operating activities $ 1,980 $ 1,950
Property improvements and replacements (938) (940)
Payments on mortgage notes payable (736) (753)
Changes in reserves for net operating
liabilities 234 59
Change in restricted escrows, net 31 6
Additional operating reserves (571) (322)
Net cash used by operations $ 0 $ 0
The General Partner believed it to be in the best interest of the Partnership to
reserve net cash from operations of approximately $571,000 and $322,000 at
October 31, 1996 and 1995, respectively, to fund continuing capital improvements
at the six properties.
Distributions made from reserves no longer considered necessary by the General
Partner are considered to be additional net cash from operations for allocation
purposes. At October 31, 1995, the General Partner declared a distribution of
$1,000,000 from proceeds from the sale of Marble Hills Apartments which was paid
December 15, 1995.
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 return based on 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%.
Distributions may be restricted by the requirement to deposit net operating
income (as defined in the mortgage note) into the Reserve Account until $1,000
per apartment unit is funded for each respective property.
Undistributed Net Proceeds from Disposition: Net proceeds from the sale of
Marble Hills Apartments totalled $2,412,000. In December of 1995, distributions
of $1,000,000 were paid, leaving undistributed net proceeds from dispositions of
$1,412,000.
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 dispositions,
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.
All losses, including losses attributable to property dispositions, are
allocated 99% to the limited partners and 1% to the general partners.
Accordingly, net income (losses) as shown in the statements of operations and
changes in partners' capital for 1996 and 1995 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 42,324
weighted average units outstanding.
Other Reserves: The General Partner may also designate a portion of cash
generated from operations as other reserves in determining net cash from
operations. Per the Partnership Agreement, the General Partner 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. The changes in other
reserves during 1996 and 1995 were approximately $234,000 and $59,000,
respectively, which amounts were determined by considering changes in the
balances of restricted cash, accounts receivable, escrow for taxes, other
assets, accounts payable, tenant security deposit liabilities, accrued taxes and
other liabilities. At this time, the General Partner expects to continue to
adjust other reserves based on the net change in the aforementioned account
balances.
Restricted Escrows:
Capital Improvement Account - In 1992, the Partnership mortgaged the real estate
assets of its properties under the terms of a multiple-asset real estate
mortgage investment conduit ("REMIC"). At the time of the REMIC refinancing,
$1,429,000 of the proceeds were designated for a "capital improvement escrow"
for certain capital improvements. At October 31, 1996, the balance remaining
was approximately $14,000. Upon completion of the scheduled property
improvements, any excess funds will be returned to the properties for property
operations.
Reserve Account - In addition to the Capital Improvement Account, a general
Reserve Account was established in 1992 with the refinancing proceeds for each
mortgaged property. These funds were 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 each property to the
respective reserve account until the accounts equal $1,000 per apartment unit
for each respective property. The minimum balance of $400 per apartment unit,
as well as the requirement of $1,000 per apartment unit, has currently been
attained. The current balance is approximately $1,495,000.
Escrows for Taxes: These escrows are held by the Partnership and are designated
for the payment of real estate taxes.
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 the initial cost of Carriage House
Apartments, 18 years for other additions acquired 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 27.5 years and (2) personal property additions over 7
years.
Loan Costs: Loan costs of approximately $943,000 less accumulated amortization
of approximately $368,000 are included in other assets and are being amortized
on a straight-line basis over the life of the loans.
Cash and Cash Equivalents:
Unrestricted Cash: Unrestricted cash includes cash on hand and in banks, demand
deposits, money market funds, and certificates of deposit with original
maturities less than 90 days. At certain times, the amount of cash deposited at
a bank may exceed the limit on insured deposits.
Restricted Cash - Tenant Security Deposits: The Partnership requires security
deposits from all lessees for the duration of the lease and such deposits are
considered restricted cash. Deposits are refunded when the tenant vacates the
apartment, provided the tenant has not damaged its space and is current on its
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 consist of six apartment complexes
and are stated at cost. Costs of apartment properties that have been
permanently impaired have been written down to the appraised value at the time
of impairment. The Corporate General Partner relies on the annual appraisals
performed by the outside appraisers for the estimated value of the Partnership's
properties. There are three recognized approaches or techniques available to the
appraiser. When applicable, these approaches are used to process the data
considered significant to each to arrive at separate value indications. In all
instances the experience of the appraiser, coupled with his objective judgment,
plays a major role in arriving at the conclusions of the indicated value from
which the final estimate of value is made. The three approaches commonly known
are the cost approach, the sales comparison approach, and the income approach.
The cost approach is often not considered to be reliable due to the lack of land
sales and the significant amount of depreciation and, therefore, is often not
presented. Upon receipt of the appraisals, any property which is stated on the
books of the Partnership above the estimated value given in the appraisal, is
written down to the estimated value given by the appraiser. The appraiser
assumes a stabilized occupancy at the time of the appraisal and, therefore, any
impairment of value is considered to be permanent by the Corporate General
Partner. For the year ended October 31, 1996, no adjustments for impairment of
value were necessary.
As of October 31, 1995, the Partnership adopted "FASB Statement No. 121,
Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to
be Disposed Of," which requires impairment losses to be recognized for long-
lived assets used in operations when indicators of impairment are present and
the undiscounted cash flows are not sufficient to recover the assets' carrying
amount. The impairment loss is measured by comparing the fair value of the
asset to its carrying amount. The adoption of "FASB No. 121" did not have a
material effect on the Partnership's financial statements.
Advertising: The Partnership expenses the costs of advertising as incurred.
Advertising expense, which is included in operating expenses, was approximately
$121,000 and $128,000 for the years ended October 31, 1996 and 1995,
respectively.
Fair Value: In 1996, the Partnership implemented "Statement of Financial
Accounting Standards No. 107, Disclosure about Fair Value of Financial
Instruments," which requires disclosure of fair value information about
financial instruments for which it is practicable to estimate that value. The
carrying amount of the Partnership's cash and cash equivalents approximates fair
value due to short-term maturities of cash equivalents. The Partnership
estimates the fair value of its fixed rate mortgages by discounted cash flow
analysis, based on estimated borrowing rates currently available to the
Partnership.
Reclassifications: Certain reclassifications have been made to the 1995
information to conform to the 1996 presentation.
NOTE B - SALE OF MARBLE HILLS APARTMENTS
On September 29, 1995, the Partnership sold Marble Hills Apartments to an
unaffiliated party. The buyer assumed the related mortgage notes payable. The
total outstanding balance on the mortgage notes payable was approximately
$3,344,000. The carrying amount of the property was approximately $4,460,000.
The Partnership received net proceeds of approximately $2,412,000 after payment
of closing costs. This disposition resulted in a gain of approximately
$1,296,000.
Operating revenues and expenses from Marble Hills were approximately $1,214,000
and $1,206,000, respectively for 1995.
NOTE C - MORTGAGE NOTES PAYABLE
The principal terms of mortgage notes payable are as follows (dollar amounts in
thousands):
Principal Monthly Principal
Balance At Payment Stated Balance
October 31, Including Interest Maturity Due At
Property 1996 Interest Rate Date Maturity
Rocky Creek
1st Mortgage $ 2,194 $ 19 7.60% 11/15/02 $ 1,737
2nd Mortgage 74 (a) 7.60% 11/15/02 74
Carriage House
1st Mortgage 2,022 17 7.60% 11/15/02 1,601
2nd Mortgage 68 (a) 7.60% 11/15/02 68
Nottingham Square
1st Mortgage 7,917 68 7.60% 11/15/02 6,268
2nd Mortgage 268 2 7.60% 11/15/02 268
Foxfire/Barcelona
1st Mortgage 5,723 49 7.60% 11/15/02 4,531
2nd Mortgage 193 1 7.60% 11/15/02 193
River Reach
1st Mortgage 7,441 64 7.60% 11/15/02 5,890
2nd Mortgage 252 2 7.60% 11/15/02 252
Village Garden
1st Mortgage 2,576 22 7.60% 11/15/02 2,039
2nd Mortgage 87 1 7.60% 11/15/02 87
28,815 $ 245
Less unamortized
discounts (1,443)
$ 27,372
(a) Monthly payment including interest is less than $1,000.
The Partnership exercised interest rate buy-down options for each of the
mortgage notes payable reducing the stated rate from 8.76% to 7.6%. The fee for
the interest rate reduction amounted to approximately $2,433,000 and is being
amortized as a loan discount using the interest method over the life of the
loans. The unamortized discount is reflected as a reduction of the mortgage
notes payable and increases the effective rate of the debt to 8.76%.
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. The notes cannot be prepaid prior to November 15, 1997;
thereafter, they require prepayment penalties if repaid prior to maturity and
prohibit resale of the properties subject to existing indebtedness.
The estimated fair value of the Partnership's aggregate debt is approximately
$28,815,000. This estimate is not necessarily indicative of the amounts the
Partnership might pay in actual market transactions.
Scheduled principal payments of mortgage notes payable subsequent to October 31,
1996, are as follows (in thousands):
1997 $ 794
1998 857
1999 924
2000 997
2001 1,075
Thereafter 24,168
$28,815
NOTE D - 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 (loss) income and Federal
taxable (loss) income (in thousands, except unit data):
1996 1995
Net (loss) income as reported $ (61) $ 772
Add (deduct):
Fixed asset write-offs and casualty gain (2) 42
Amortization of present value discounts (16) (30)
Depreciation differences (628) (732)
Change in prepaid rental income (33) 33
Gain on sale of property -- 1,137
Accrued legal fees (76) 76
Other (6) (6)
Federal taxable (loss) income $ (822) $1,292
Federal taxable (loss) income per
limited partnership unit $ (19.23) $26.77
The following is a reconciliation between the Partnership's reported amounts and
Federal tax basis of net assets and liabilities (in thousands):
Net assets as reported $ 5,426
Buildings and land 3,928
Accumulated depreciation (14,199)
Syndication fees 5,286
Other 53
Net assets - tax basis $ 494
NOTE E - 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.
Property management fees of approximately $497,000 and $540,000 were paid to
affiliates of the General Partner for the years ended 1996 and 1995,
respectively. These fees are included in operating expenses.
The Partnership agreement also provides for reimbursement to the General Partner
and its affiliates for costs incurred in connection with the administration of
partnership activities. Reimbursements for services of affiliates of
approximately $184,000 and $158,000 were paid to the General Partner and
affiliates for the years ended 1996 and 1995, respectively. The reimbursements
for services of affiliates for 1996, include approximately $9,000 of
reimbursements for construction oversight costs.
The Partnership insures its properties under a master policy through an agency
and insurer unaffiliated with the Corporate General Partner. An affiliate of
the Corporate General Partner acquired, in the acquisition of a business,
certain financial obligations from an insurance agency which was later acquired
by the agent who placed the current year's master policy. The current agent
assumed the financial obligations to the affiliate of the Corporate General
Partner who receives payments on these obligations from the agent. The amount
of the Partnership's insurance premiums accruing to the benefit of the affiliate
of the Corporate General Partner by virtue of the agent's obligations is not
significant.
NOTE F - INVESTMENT PROPERTIES AND ACCUMULATED DEPRECIATION
<TABLE>
<CAPTION>
Initial Cost
To Partnership
Buildings Cost
and Related Capitalized
Personal Subsequent to
Description Encumbrances Land Property Acquisition
(in thousands)
<S> <C> <C> <C> <C>
Rocky Creek $ 2,268 $ 168 $ 3,821 $ 486
Augusta, Georgia
Carriage House 2,090 166 3,038 592
Gastonia, North Carolina
Nottingham Square 8,185 1,133 9,980 2,274
Des Moines, Iowa
Foxfire/Barcelona 5,916 1,191 9,998 86
Durham, North Carolina
River Reach 7,693 1,872 10,854 1,418
Jacksonville, Florida
Village Garden 2,663 420 3,050 472
Fort Collins, Colorado
Totals $28,815 $4,950 $40,741 $5,328
</TABLE>
<TABLE>
<CAPTION>
Gross Amount at Which Carried
October 31, 1996
Buildings
And
Related
Personal Accumulated Date of Date Depreciable
Description Land Property Total Depreciation Construction Acquired Life-Years
(Amounts in thousands)
<S> <C> <C> <C> <C> <C> <C> <C>
Rocky Creek Apartments
Augusta, Georgia $ 168 $ 4,307 $ 4,475 $ 1,946 1979 06/29/84 5-35
Carriage House Apartments
Gastonia, North Carolina 166 3,630 3,796 1,906 1970-1971 06/29/84 5-27
Nottingham Square Apartments
Des Moines, Iowa 1,133 12,254 13,387 6,083 1972 08/31/84 5-29
Foxfire/Barcelona Apartments
Durham, North Carolina 1,191 10,084 11,275 5,225 1973 03/28/85 5-29
1975 09/30/84 5-31
River Reach Apartments
Jacksonville, Florida 1,872 12,272 14,144 6,033 1971 01/30/85 5-27
Village Garden Apartments
Fort Collins, Colorado 420 3,522 3,942 1,607 1974 03/01/85 5-30
Totals $4,950 $46,069 $51,019 $22,800
</TABLE>
Reconciliation of "Investment Properties and Accumulated Depreciation" (in
thousands):
Years Ended October 31,
1996 1995
Investment Properties
Balance at beginning of year $ 50,254 $ 57,323
Property improvements 1,027 940
Sale of apartment property -- (7,853)
Disposals of property (262) (156)
Balance at end of year $ 51,019 $ 50,254
Accumulated Depreciation
Balance at beginning of year $ 21,024 $ 22,627
Additions charged to expense 1,973 2,173
Sale of apartment property -- (3,661)
Disposals of property (197) (115)
Balance at end of year $ 22,800 $ 21,024
The aggregate cost of the real estate for Federal income tax purposes at
October 31, 1996 and 1995, respectively, is approximately $54,947,000 and
$53,963,000. The accumulated depreciation taken for Federal income tax
purposes at October 31, 1996 and 1995, respectively, is approximately
$36,998,000 and $34,398,000.
NOTE G - CASUALTY LOSS
During the first quarter of 1996, the Partnership recorded a casualty loss
resulting from a fire which destroyed three units at the Nottingham Square
Apartments. Although the damage was covered by insurance, the damage resulted in
a loss of approximately $1,000. The loss resulted from the basis of the
property plus expenses to replace the interior damaged exceeding the insurance
proceeds received.
During the second quarter of 1996, a storm damaged the roofs at the Nottingham
Square Apartments. The Partnership is currently negotiating a settlement with
the insurance company. The Registrant does not anticipate this casualty to
result in a material loss to the Partnership.
NOTE H - CONTINGENCIES
The Corporate General Partner owns 100 Limited Partnership Units ("Units"). On
or about April 26 and 27, 1995, six entities ("Affiliated Purchaser") affiliated
with the Partnership commenced tender offers for limited partner interests in
six limited partnerships, including the Partnership (collectively, the "Shelter
Properties Partnerships"). On May 27, 1995, the Affiliated Purchasers acquired
7,985 units of the Partnership pursuant to the tender offer. On or about May
12, 1995, in the United States District Court for the District of South
Carolina, certain limited partners of the Shelter Properties Partnerships
commenced a lawsuit, on behalf of themselves, on behalf of a putative class of
plaintiffs, and derivatively on behalf of the partnerships, challenging the
actions taken by defendants (including Insignia, the acquiring entities and
certain officers of Insignia) in the management of the Shelter Properties
Partnerships and in connection with the tender offers and certain other matters.
The plaintiffs alleged that, among other things: (i) the defendants
intentionally mismanaged the Shelter Properties Partnerships and acted contrary
to the limited partners' best interests by prolonging the existence of the
partnerships in order to perpetuate the revenues derived by Insignia and its
affiliates from the Shelter Properties Partnerships, (ii) the defendants'
actions reduced the demand for the Shelter Properties Partnerships' limited
partner interests in the limited resale market by artificially depressing the
trading prices for limited partners interests in order to create a favorable
environment for the tender offers; (iii) through the tender offers, the
acquiring entities sought to acquire effective voting control over the Shelter
Properties Partnerships while paying highly inadequate prices; and (iv) the
documents disseminated to the class in connection with the tender offers
contained false and misleading statements and omissions of material facts
concerning such issues as the advantages to limited partners of tendering
pursuant to the tender offers, the true value of the interest, the true
financial condition of the Shelter Properties Partnerships, the factors
affecting the likelihood that properties owned by the Shelter Properties
Partnerships will be sold or liquidated in the near future, the liquidity and
true value of the limited partner interests, the reasons for the limited
secondary market for limited partner interests, and the true nature of the
market for the underlying real estate assets owned by the partnerships all in
violation of the federal securities laws.
On September 27, 1995, the parties entered into a stipulation to settle the
matter. The principal terms of the stipulation require supplemental payments to
tendering limited partners aggregating approximately $6 million to be paid by
Affiliated Purchasers of which approximately $722,000 is the Partnership's
portion; waiver by the Shelter Properties Partnerships' general partners of any
right to certain proceeds from a sale or refinancing of the partnerships'
properties; some restrictions on Insignia's ability to vote the limited partner
interests it acquired; payment of $1.25 million (which amount is divided among
the various partnerships and acquiring entities) for plaintiffs' attorney fees
and expenses in the litigation; and general releases of all the defendants.
On June 24, 1996, after notice to the class and a hearing on the fairness and
adequacy of the notice and the terms of settlement, the court orally approved
the settlement. The court signed the formal order on July 30, 1996. No appeal
was filed within thirty days after the court entered the formal order, and the
settlement became effective on August 30, 1996. The Affiliated Purchasers made
the payments to investors in accordance with the settlement in early September
1996.
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 58, 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 VI
Corporation are set forth below. There are no family relationships between or
among any officers or directors.
Name Age Position
William H. Jarrard, Jr. 50 President and Director
Ronald Uretta 40 Vice President and Treasurer
John K. Lines, Esq. 37 Vice President and Secretary
Kelley M. Buechler 39 Assistant Secretary
Mr. Jarrard, who had previously served as Vice President, became President in
August 1994. In June 1994, Mr. Lines became Vice President and Secretary and
Ms. Buechler, who had previously held the position of Secretary, became
Assistant Secretary.
William H. Jarrard has been Managing Director - Partnership Administration of
Insignia since January 1991. Mr. Jarrard served as Managing Director -
Partnership Administration and Asset Management from July 1994 until January
1996.
Ronald Uretta has been Insignia's Treasurer since January 1992. Since August
1996, he has also served as Chief Operating Officer. He has also served as
Secretary from January 1992 to June 1994 and as Chief Financial Officer from
January 1992 to August 1996. Since September 1990, Mr. Uretta has also served
as the Chief Financial Officer and Controller of Metropolitan Asset Group.
John K. Lines, Esq. has been Vice President and Secretary of the Corporate
General Partner since August 1994, Insignia's General Counsel since June 1994,
and General Counsel and Secretary since July 1994. From May 1993 until June
1994, Mr. Lines was the Assistant General Counsel and Vice President of Ocwen
Financial Corporation, West Palm Beach, Florida. From October 1991 until May
1993, Mr. Lines was a Senior Attorney with Banc One Corporation, Columbus, Ohio.
From May 1984 until October 1991, Mr. Lines was an attorney with Squire Sanders
& Dempsey, Columbus, Ohio.
Kelley M. Buechler has been Assistant Secretary of the Corporate General Partner
and Assistant Secretary of Insignia since 1991. During the five years prior to
joining Insignia in 1991, she served in similar capacities with U. S. Shelter.
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 October 31, 1996.
Number
Entity of Units Percentage
SP VI Acquisition, LLC 8,027 18.97%
High River Limited Partnership 2,961 7.00%
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 received no
cash distributions from operations as General or Limited Partners during or with
respect to, the fiscal year ended October 31, 1996. During 1996, the Corporate
General Partner received approximately $2,000 and an affiliate of the Corporate
General Partner received approximately $189,000 of accrued distributions from
the sale of Marble Hills in 1995. 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 Registrant has a property management agreement with Insignia Residential
Group, L.P. pursuant to which Insignia Residential Group, L.P. has assumed
direct responsibility for day-to-day management of the Partnership's
properties. This service includes the supervision of leasing, rent collection,
maintenance, budgeting, employment of personnel, payment of operating expenses,
etc. Insignia Residential Group, L.P. receives a property management fee equal
to 5% of apartment revenues. During the fiscal year ended October 31, 1996,
Insignia Residential Group, L.P. received $497,000 in fees for property
management.
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 a further description of payments made by the Registrant to affiliates for
services and as reimbursement of certain expenses incurred by affiliates on
behalf of the Registrant, see "Note E" of the financial statements included as
part of this report.
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 in 1996:
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 VI LIMITED PARTNERSHIP
By: Shelter Realty VI Corporation
Corporate General Partner
By: /s/ William H. Jarrard, Jr.
William H. Jarrard, Jr.
President
Date: January 29, 1997
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: January 29, 1997
William H. Jarrard, Jr.
President and Director
/s/ Ronald Uretta Date: January 29, 1997
Ronald Uretta
Vice President and Treasurer
(Principal Financial Officer and
Principal Accounting Officer)
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 March 22,
1984 contained in Amendment No. 1 to Registration Statement No. 2-
86995, of Registrant filed March 21, 1984 (the "Prospectus") and
incorporated herein by reference].
(b) Subscription Agreement and Signature Page [included as Exhibits 4(A)
and 4(B) 8 to the Prospectus and incorporated herein by reference].
10(i) Contracts related to acquisition of properties:
(a) Purchase Agreement dated March 19, 1984 between ICA-Broad Reach
Limited Partnership and U.S. Shelter Corporation to acquire River
Village Apartments.*
(b) Purchase Agreement dated March 8, 1984 between Rocky Creek Associates
Limited Partnership and U.S. Shelter Corporation to acquire Rocky
Creek Apartments.*
(c) Purchase Agreement dated January 16, 1984 between Carriage House
Associates Limited Partnership and U.S. Shelter Corporation to acquire
Carriage House Apartments.*
*Filed as Exhibits 10(D) through 10(F), respectively, to Amendment No.
1 of Registration Statement No. 2-86995 of Registrant filed March 21,
1984 and incorporated herein by reference.
(d) Purchase Agreement dated May 8, 1984 between Daniel Realty Corporation
and U.S. Shelter Corporation to acquire Marble Hill Apartments. [Filed
as Exhibit 10(G) to Post-Effective Amendment No. 1 of Registration
Statement No. 2-86995 of Registrant filed June 25, 1984 and
incorporated herein by reference.]
(e) Purchase Agreement dated June 6, 1984 between Urbandale Charleston
Court Associates and U.S. Shelter Corporation to acquire Nottingham
Square Apartments. [Filed as Exhibit 10(H) to Post-Effective Amendment
No. 2 of Registration Statement No. 2-86995 of Registrant filed July
18, 1984 and incorporated herein by reference.]
(f) Purchase Agreement dated July 10, 1984 between National Properties
Investors II and U.S. Shelter Corporation to acquire Foxfire
Apartments. [Filed as Exhibit 10(I) to Post-Effective Amendment No. 2
of Registration Statement No. 2-86995 of Registrant filed July 18,
1984 and incorporated herein by reference.]
(g) Purchase Agreement dated August 24, 1984 between American Century
Corporation and U.S. Shelter Corporation to acquire River Reach
Apartments. [Filed as Exhibit 10(I) to Post-Effective Amendment No. 2
of Registration Statement No. 2-86995 of Registrant filed July 18,
1984 and incorporated herein by reference.]
(h) Purchase Agreement dated January 7, 1985 between Village Garden
Apartments Fort Collins, Ltd. and U.S. Shelter Corporation to acquire
Village Garden Apartments. [Filed as Exhibit a(5) to Form 10-Q For the
Quarter Ended January 31, 1985 filed March 14, 1985 and incorporated
herein by reference.
(i) Purchase Agreement dated January 18, 1985 between Barcelona Investors
and U.S. Shelter Corporation to acquire Barcelona Apartments. [Filed
as Exhibit a(6) to Form 10-Q For the Quarter Ended January 31, 1985
filed March 14, 1985 and incorporated herein by reference.]
(ii) Form of Management Agreement with U.S. Shelter Corporation subsequently
assigned to Shelter Management Group, L.P. (now know as Insignia Management
Group, L.P.) [Filed with Amendment No. 1 of Registration Statement No. 2-
86995 of Registrant filed March 21, 1984 and incorporated herein by
reference.]
(iii) Contracts related to refinancing of debt:
(a) First Deeds of Trust and Security Agreements dated October 28, 1992
between Shelter Properties VI Limited Partnership and Joseph Philip
Forte (Trustee) and First Commonwealth Realty Credit Corporation, a
Virginia Corporation, securing the following properties: Rocky Creek,
Carriage House, Marble Hills, Nottingham, Foxfire/Barcelona, River
Reach and Village Gardens.*
(b) Second Deeds of Trust and Security Agreements dated October 28, 1992
between Shelter Properties VI Limited Partnership and Joseph Philip
Forte (Trustee) and First Commonwealth Realty Credit Corporation, a
Virginia Corporation, securing the following properties: Rocky Creek,
Carriage House, Marble Hills, Nottingham, Foxfire/Barcelona, River
Reach and Village Gardens.*
(c) First Assignments of Leases and Rents dated October 28, 1992 between
Shelter Properties VI Limited Partnership and Joseph Philip Forte
(Trustee) and First Commonwealth Realty Credit Corporation, a Virginia
Corporation, securing the following properties: Rocky Creek, Carriage
House, Marble Hills, Nottingham, Foxfire/Barcelona, River Reach and
Village Gardens.
(d) Second Assignments of Leases and Rents dated October 28, 1992 between
Shelter Properties VI Limited Partnership and Joseph Philip Forte
(Trustee) and First Commonwealth Realty Credit Corporation, a Virginia
Corporation, securing the following properties: Rocky Creek, Carriage
House, Marble Hills, Nottingham, Foxfire/Barcelona, River Reach and
Village Gardens.*
(e) First Deeds of Trust Notes dated October 28, 1992 between Shelter
Properties VI Limited Partnership and First Commonwealth Realty Credit
Corporation, relating to the following properties: Rocky Creek,
Carriage House, Marble Hills, Nottingham, Foxfire/Barcelona, River
Reach and Village Gardens.*
(f) Second Deeds of Trust Notes dated October 28, 1992 between Shelter
Properties VI Limited Partnership and First Commonwealth Realty Credit
Corporation, relating to the following properties: Rocky Creek,
Carriage House, Marble Hills, Nottingham, Foxfire/Barcelona, River
Reach and Village Gardens.*
*Filed as Exhibits 10 (iii) a through 10 (iii) f, respectively, to
Form 10-KSB - Annual or Transitional Report filed January 29, 1993 and
incorporated herein by reference.
(iv) Contracts related to disposition of properties:
(a) Agreement of Purchase and Sale dated June 2, 1995, between Shelter
Properties VI Limited Partnership and United Dominion Realty Trust,
Inc., relating to Marble Hills Apartments.
28 Prospectus of Registrant dated March 22, 1984 (included in Registration
Statement No. 2-86995) and incorporated herein by reference.
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from Shelter
Properties VI 1996 Year End 10-KSB and is qualified in its entirety by reference
to such 10-KSB filing.
</LEGEND>
<CIK> 0000730013
<NAME> SHELTER PROPERTIES VI
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> OCT-31-1996
<PERIOD-END> OCT-31-1996
<CASH> 3,106
<SECURITIES> 0
<RECEIVABLES> 20
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0<F1>
<PP&E> 51,019
<DEPRECIATION> 22,800
<TOTAL-ASSETS> 34,211
<CURRENT-LIABILITIES> 0<F1>
<BONDS> 27,372
0
0
<COMMON> 0
<OTHER-SE> 5,426
<TOTAL-LIABILITY-AND-EQUITY> 34,211
<SALES> 0
<TOTAL-REVENUES> 10,079
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 10,140
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 2,517
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (61)
<EPS-PRIMARY> (1.42)<F2>
<EPS-DILUTED> 0
<FN>
<F1>Registrant has an unclassified balance sheet.
<F2>Multiplier is 1.
</FN>
</TABLE>
