FORM 10-KSB--ANNUAL OR TRANSITIONAL REPORT UNDER
SECTION 13 OR 15(D)
FORM 10-KSB
[X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934 [No Fee Required]
For the fiscal year ended October 31, 1997
[ ] 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)
(864) 239-1000
Issuer's telephone number
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. $10,719,000
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 Managing General
Partner's 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 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.
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. Shelter Realty VI Corporation (the "Corporate
General Partner") purchased 100 units as required by the Partnership Agreement.
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 eight 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
--------------------------
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 08/31/84 Fee ownership subject Apartment
Des Moines, Iowa to first and second 442 units
mortgages.
Foxfire Apartments/ 09/30/84 Fee ownership subject Apartment
Barcelona Apartments 03/28/85 to first and second 354 units
Durham, North Carolina mortgages.
River Reach Apartments 01/30/85 Fee ownership subject Apartment
Jacksonville, Florida to first and second 298 units
mortgages.
Village Garden Apartments 03/01/85 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 $ 4,555 $ 2,105 5-35 yrs S/L $ 1,185
Carriage House 3,837 2,066 5-27 yrs S/L 656
Nottingham Square 14,050 6,688 5-29 yrs S/L 4,651
Foxfire/Barcelona 11,499 5,581 5-31 yrs S/L 4,057
River Reach 14,259 6,542 5-27 yrs S/L 4,528
Village Garden 4,009 1,769 5-30 yrs S/L 1,459
Total $52,209 $24,751 $16,536
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 1997 Rate Amortized Date Maturity
Rocky Creek
1st Mortgage $ 2,132 7.60% (1) 11/15/02 $ 1,737
2nd Mortgage 74 7.60% (1) 11/15/02 74
Carriage House
1st Mortgage 1,965 7.60% (1) 11/15/02 1,601
2nd Mortgage 68 7.60% (1) 11/15/02 68
Nottingham Square
1st Mortgage 7,692 7.60% (1) 11/15/02 6,268
2nd Mortgage 268 7.60% (1) 11/15/02 268
Foxfire/Barcelona
1st Mortgage 5,560 7.60% (1) 11/15/02 4,531
2nd Mortgage 193 7.60% (1) 11/15/02 193
River Reach
1st Mortgage 7,228 7.60% (1) 11/15/02 5,890
2nd Mortgage 252 7.60% (1) 11/15/02 252
Village Garden
1st Mortgage 2,502 7.60% (1) 11/15/02 2,039
2nd Mortgage 87 7.60% (1) 11/15/02 87
28,021
Less unamortized
discounts (1,231)
Total $ 26,790
(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% in 1992, the
year these properties were refinanced. 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 rates and occupancy for 1997 and 1996 for each property:
Average Annual Average Annual
Rental Rates Occupancy
1997 1996 1997 1996
Rocky Creek $ 6,755 $ 6,646 90% 86%
Carriage House 7,230 6,828 92% 97%
Nottingham Square 6,787 6,663 92% 93%
Foxfire/Barcelona 6,896 6,495 95% 98%
River Reach 7,693 7,421 97% 98%
Village Garden 7,400 6,937 95% 95%
The corporate General Partner attributes the increase in occupancy at Rocky
Creek Apartments to an increase in corporate and tenant referrals. The decrease
in occupancy at Carriage House Apartments is attributable to an overall softness
in apartment rentals and an increase in new apartment construction in the
Gastonia area. The decrease in occupancy at Foxfire/Barcelona Apartments is
attributable to tenants moving out of certain units damaged by a fire in April
1997 and the subsequent construction at the property (See "Part II Item 6.
Management's Discussion and Analysis or Plan of Operation" for more detailed
information). Rental rates were increased at all of the properties in 1997.
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 1997 for each property were:
(dollar amounts in thousands)
1997 1997
Billing* Rate
Rocky Creek $ 38 2.82%
Carriage House 41 1.32%
Nottingham Square 415 3.18%
Foxfire/Barcelona 159 1.62%
River Reach 220 2.06%
Village Garden 39 8.97%
*Due to these properties having a fiscal year different than the real estate tax
year, tax expense does not agree to the 1997 billings.
ITEM 3. LEGAL PROCEEDINGS
-----------------
The Registrant is unaware of any pending outstanding litigation that is not of a
routine nature. The General Partner of the Registrant 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 October 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 PARTNERSHIP EQUITY AND RELATED PARTNER MATTERS
----------------------------------------------------------
As of October 31, 1997, there was minimal trading of the Units in the secondary
market establishing a high and low value of $365 and $312, respectively, per
unit as quoted in the September/October 1997 edition of The Partnership
Spectrum. As of October 31, 1997, there were 3,069 holders of record owning an
aggregate of 42,324 Units of which Insignia and affiliates owned 11,471 units.
No public trading has developed for the Units, and it is not anticipated that
such a market will develop in the future. Distributions of the proceeds from the
sale of Marble Hills of approximately $1,000,000 were paid in the first quarter
of 1996. Distributions of approximately $983,000 were paid in September 1997.
Future cash distributions will depend on the levels of net cash generated from
operations, refinancings, property sales and cash reserves. As of October 31,
1997, 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 realized net income of approximately $395,000 for the year ended
October 31, 1997, compared to a net loss of approximately $61,000 for the
corresponding period of 1996. (See "Note C" of the financial statements for a
reconciliation of these amounts to the Partnership's federal taxable income
(loss). The increase in net income for the year ended October 31, 1997, is
primarily attributable to the net casualty gains, as discussed below, and rental
rate increases at all of the Partnership's investment properties.
Partially offsetting this increase in net income was an increase in operating
expenses due to an exterior painting project at the Carriage House Apartments,
exterior building improvements and painting at the River Reach Apartments, and
higher rental concessions at Nottingham Square in an effort to increase
occupancy. The net increase in operating expenses was offset by decreases in
operating expenses at Foxfire/Barcelona primarily due to the installation of
water saving devices in the units, which decrease water and sewer expenses, and
non-recurring exterior painting and gutter repairs which were completed in 1996.
Also offsetting the increase in net income was an increase in depreciation
expense due primarily to property improvements and replacements at Nottingham
Square.
During the year ended October 31, 1997, the Partnership recorded the following
casualty gains and losses. A casualty gain of approximately $240,000 resulted
from the insurance proceeds from hail and wind storm damage at Nottingham Square
Apartments that occurred in the second quarter of 1996. In November 1996, a
fire occurred at Carriage House Apartments which damaged one unit and caused
smoke damage to two additional units and the common area. The estimated costs to
repair the units exceeded the insurance proceeds received and thus resulted in a
casualty loss of approximately $8,000. In March 1997, a fire occurred at
Village Garden Apartments which destroyed one unit and caused smoke and water
damage to additional units. The estimated costs to repair the units exceeded
the insurance proceeds expected to be received and thus resulted in a casualty
loss of approximately $10,000. In April 1997, a fire occurred at
Foxfire/Barcelona Apartments which destroyed an entire building, consisting of
eight units. A casualty gain of approximately $139,000 resulted from the
expected insurance proceeds exceeding the basis of the units destroyed, plus the
total estimated non-capitalized costs to replace the assets. In May 1997, a
tornado caused damage to River Reach Apartments resulting in uprooted trees,
minor damage to the parking lot and roofs of two units. A casualty loss of
approximately $19,000 resulted. The combination of these casualty events
resulted in a casualty gain of approximately $342,000 for the year ended October
31, 1997.
During the first quarter of 1996, the Partnership recorded a casualty loss
resulting from a fire which destroyed the interiors of three units at Nottingham
Square Apartments. Although the damage was covered by insurance, the damage
resulted in a loss of approximately $1,000. The loss resulted from gross
proceeds received of approximately $43,000, which were less than the basis of
the property plus expenses to replace the damaged interiors.
Included in operating expense is approximately $509,000 of major repairs and
maintenance comprised of exterior building improvements and painting,
construction oversight costs and major landscaping for the year ended October
31, 1997. For the year ended October 31, 1996, approximately $332,000 of major
repairs and maintenance comprised of gutter repairs, exterior building repairs
and painting, major landscaping and swimming pool repairs is included in
operating expense.
Management relies on the annual appraisals performed by outside appraisers to
assess the possible impairment of investment property values. 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, 1997, 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, 1997, the Partnership held cash and cash equivalents of
approximately $2,632,000 compared to approximately $3,104,000 at October 31,
1996. For the year ended October 31, 1997, net cash decreased approximately
$472,000. Net cash provided by operating activities increased as a result of
increased rental income and decreased operating expenses, as discussed above.
The increase is also attributable to the timing of payments of accounts payable,
partially offset by a decrease in other liabilities. Net cash used in investing
activities increased primarily due to increased property improvements and
replacements at the investment properties and an increase in net deposits to
restricted escrows, and was offset by an increase in net insurance proceeds from
property damages slightly, as discussed above. Net cash used in financing
activities increased due to an increase in principal payments on mortgage notes
payable, which was offset by a decrease in distributions to partners for the
year ended October 31, 1997.
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 $26,790,000, net of discount, is being
amortized over 257 months with balloon payments of approximately $23,008,000 due
on November 15, 2002, at which time the properties are expected to either be
refinanced or sold. Distributions of the proceeds from the sale of Marble Hills
of approximately $1,000,000 were paid in the first quarter of 1996.
Distributions of approximately $983,000 were paid in September 1997. Future
cash distributions will depend on the levels of net cash generated from
operations, refinancing, property sales and cash reserves. As of October 31,
1997, 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.
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 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 Litigation Reform Act of 1995 (the
"Reform Act") and such may involve known and unknown risks, uncertainties and
other factors which may cause the actual 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 VI LIMITED PARTNERSHIP
LIST OF FINANCIAL STATEMENTS
Report of Ernst & Young LLP, Independent Auditors
Balance Sheet - October 31, 1997
Statements of Operations - Years ended October 31, 1997 and 1996
Statements of Changes in Partners' Capital (Deficit) - Years ended
October 31, 1997 and 1996
Statements of Cash Flows - Years ended October 31, 1997 and 1996
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, 1997, 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, 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 financial statements referred to above present fairly, in
all material respects, the financial position of Shelter Properties VI Limited
Partnership at October 31, 1997, and the results of its operations and its cash
flows for each of the two years in the period ended October 31, 1997, in
conformity with generally accepted accounting principles.
/s/ERNST & YOUNG LLP
Greenville, South Carolina
December 2, 1997
SHELTER PROPERTIES VI LIMITED PARTNERSHIP
BALANCE SHEET
October 31, 1997
(in thousands, except unit data)
Assets
Cash and cash equivalents $ 2,632
Receivables and deposits 875
Restricted escrows 1,558
Other assets 659
Investment properties (Notes B & E):
Land $ 4,950
Buildings and related personal property 47,259
52,209
Less accumulated depreciation (24,751) 27,458
$33,182
Liabilities and Partners' Capital (Deficit)
Liabilities
Accounts payable $ 516
Tenant security deposits 193
Accrued taxes 616
Other liabilities 229
Mortgage notes payable (Note B) 26,790
Partners' Capital (Deficit)
General partners $ (310)
Limited partners (42,324 units
issued and outstanding) 5,148 4,838
$33,182
See Accompanying Notes to Financial Statements
SHELTER PROPERTIES VI LIMITED PARTNERSHIP
STATEMENTS OF OPERATIONS
(in thousands, except unit data)
Years Ended October 31,
1997 1996
Revenues:
Rental income $ 9,685 $ 9,418
Other income 692 661
Casualty gain 342 --
Total revenues 10,719 10,079
Expenses:
Operating 4,628 4,430
General and administrative 284 293
Depreciation 2,026 1,973
Interest 2,467 2,517
Property taxes 919 927
Total expenses 10,324 10,140
Net income (loss) (Note C) $ 395 $ (61)
Net (loss) income allocated to
general partner (1%) $ 4 $ (1)
Net (loss) income allocated to
limited partners (99%) 391 (60)
$ 395 $ (61)
Net (loss) income per limited partnership unit $ 9.24 $ (1.42)
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' (deficit) capital
at October 31, 1995 42,324 $ (303) $ 5,790 $ 5,487
Net loss for the year ended
October 31, 1996 -- (1) (60) (61)
Partners' (deficit) capital
at October 31, 1996 42,324 (304) 5,730 5,426
Distributions to partners -- (10) (973) (983)
Net income for the year ended
October 31, 1997 -- 4 391 395
Partners' (deficit) capital
at October 31, 1997 42,324 $ (310) $ 5,148 $ 4,838
See Accompanying Notes to Financial Statements
SHELTER PROPERTIES VI LIMITED PARTNERSHIP
STATEMENTS OF CASH FLOWS
(in thousands)
Years Ended October 31,
1997 1996
Cash flows from operating activities:
Net income (loss) $ 395 $ (61)
Adjustments to reconcile net income (loss) to
net cash provided by operating activities:
Depreciation 2,026 1,973
Amortization of discounts and loan costs 307 297
Net casualty (gain) loss (342) 1
Loss on disposal of property 24 4
Change in accounts:
Receivables and deposits 9 (69)
Other assets (57) (86)
Accounts payable 118 (213)
Tenant security deposit liabilities (4) 12
Accrued taxes 6 44
Other liabilities (213) 78
Net cash provided by operating activities 2,269 1,980
Cash flows from investing activities:
Property improvements and replacements (1,104) (938)
Net (increase) decrease in restricted escrows (49) 31
Net insurance proceeds from casualty loss 189 59
Net cash used in investing activities (964) (848)
Cash flows from financing activities:
Payments on mortgage notes payable (794) (736)
Distributions to partners (983) (1,000)
Net cash used in financing activities (1,777) (1,736)
Net decrease in cash and cash equivalents (472) (604)
Cash and cash equivalents at beginning of period 3,104 3,708
Cash and cash equivalents at end of period $ 2,632 $ 3,104
Supplemental disclosure of cash flow information:
Cash paid for interest $ 2,163 $ 2,221
Supplemental disclosure of non-cash activity:
At October 31, 1997, receivables and deposits were adjusted by approximately
$225,000 for non-cash amounts in connection with the recording of casualty items
(See "Note F"). At October 31, 1997 and 1996, accounts payable was adjusted by
approximately $234,000 and $89,000, respectively, 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
October 31, 1997
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 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, 1997, affiliates of Insignia own 11,271 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.
1997 1996
(in thousands)
Net cash provided by operating activities $ 2,269 $ 1,980
Property improvements and replacements (1,104) (938)
Payments on mortgage notes payable (794) (736)
Changes in reserves for net operating
liabilities 141 234
Change in restricted escrows, net (49) 31
Additional operating reserves (463) (571)
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 $463,000 and $571,000 at
October 31, 1997 and 1996, 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. During October 1997, the General partner declared and paid a
distribution of approximately $983,000 from net cash from operations.
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: Undistributed net proceeds from
dispositions in prior years totaled $1,412,000 at October 31, 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 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 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 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 1997 and 1996 were approximately $141,000 and $234,000,
respectively, which amounts were determined by considering changes in the
balances of receivables and deposits, 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, 1997, the scheduled property
improvements have been completed and the escrow account has been eliminated.
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 $1,558,000.
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 $463,000 are included in other assets and are being amortized
on a straight-line basis over the life of the loans.
Cash and Cash Equivalents: Cash and cash equivalents include 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.
Tenant Security Deposits - The Partnership requires security deposits from
lessees for the duration of the lease and such deposits are included in
receivables and deposits. Deposits are refunded when the tenant vacates,
provided the tenant has not damaged 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, it is the Corporate General Partner's policy 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, 1997, no adjustments for impairment of
value were necessary.
Advertising: The Partnership expenses the costs of advertising as incurred.
Advertising expense, which is included in operating expenses, was approximately
$139,000 and $121,000 for the years ended October 31, 1997 and 1996,
respectively.
Fair Value of Financial Instruments:
"Statement of Financial Accounting Standards ("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
value.
Reclassifications: Certain reclassifications have been made to the 1996
information to conform to the 1997 presentation.
NOTE B - 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 1997 Interest Rate Date Maturity
Rocky Creek
1st Mortgage $ 2,132 $ 19 7.60% 11/15/02 $ 1,737
2nd Mortgage 74 (a) 7.60% 11/15/02 74
Carriage House
1st Mortgage 1,965 17 7.60% 11/15/02 1,601
2nd Mortgage 68 (a) 7.60% 11/15/02 68
Nottingham Square
1st Mortgage 7,692 68 7.60% 11/15/02 6,268
2nd Mortgage 268 2 7.60% 11/15/02 268
Foxfire/Barcelona
1st Mortgage 5,560 49 7.60% 11/15/02 4,531
2nd Mortgage 193 1 7.60% 11/15/02 193
River Reach
1st Mortgage 7,228 64 7.60% 11/15/02 5,890
2nd Mortgage 252 2 7.60% 11/15/02 252
Village Garden
1st Mortgage 2,502 22 7.60% 11/15/02 2,039
2nd Mortgage 87 1 7.60% 11/15/02 87
28,021 $ 245
Less unamortized
discounts (1,231)
Total $ 26,790
(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, the notes 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 October 31,
1997, are as follows (in thousands):
1998 $ 857
1999 924
2000 997
2001 1,075
2002 1,160
Thereafter 23,008
$ 28,021
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 (loss) and Federal
taxable (loss) income (in thousands, except unit data):
1997 1996
Net income (loss) as reported $ 395 $ (61)
Add (deduct):
Fixed asset write-offs and casualty gain (348) (2)
Amortization of present value discounts (6) (16)
Depreciation differences (280) (628)
Change in prepaid rental income (11) (33)
Accrued legal fees -- (76)
Other 49 (6)
Federal taxable (loss) income $ (201) $ (822)
Federal taxable (loss) income per
limited partnership unit $ (4.70) $ (19.23)
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 $ 4,838
Buildings and land 3,632
Accumulated depreciation (14,554)
Syndication fees 5,286
Other 108
Net assets - tax basis $ (690)
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 the reimbursement of certain expenses incurred by
affiliates on behalf of the Partnership. The following expenses were paid or
accrued to an affiliate of the Corporate General Partner during the year ended
October 31, 1997 and 1996:
1997 1996
(in thousands)
Property management fees
(included in operating expenses) $ 511 $ 497
Reimbursements for services of affiliates
(included in general and administrative
expenses) 220 184
Included in reimbursements for services of affiliates is approximately $34,000
and $9,000 of reimbursements for construction oversight costs in 1997 and 1996,
respectively.
For the period of November 1, 1995 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 was not significant.
NOTE E - INVESTMENT PROPERTIES AND ACCUMULATED DEPRECIATION
Initial Cost
To Partnership
Buildings Cost
and Related Capitalized
Personal Subsequent to
Description Encumbrances Land Property Acquisition
(in thousands)
Rocky Creek $ 2,206 $ 168 $ 3,821 $ 566
Carriage House 2,033 166 3,038 633
Nottingham Square 7,960 1,133 9,980 2,937
Foxfire/Barcelona 5,753 1,191 9,998 310
River Reach 7,480 1,872 10,854 1,533
Village Garden 2,589 420 3,050 539
Totals $ 28,021 $ 4,950 $ 40,741 $ 6,518
<TABLE>
<CAPTION>
Gross Amount At Which Carried
October 31, 1997
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 $ 4,387 $ 4,555 $ 2,105 1979 06/29/84 5-35
Carriage House Apartments
Gastonia, North Carolina 166 3,671 3,837 2,066 1970-1971 06/29/84 5-27
Nottingham Square Apartments
Des Moines, Iowa 1,133 12,917 14,050 6,688 1972 08/31/84 5-29
Foxfire/Barcelona Apartments
Durham, North Carolina 1,191 10,308 11,499 5,581 1973 03/28/85 5-29
1975 09/30/84 5-31
River Reach Apartments
Jacksonville, Florida 1,872 12,387 14,259 6,542 1971 01/30/85 5-27
Village Garden Apartments
Fort Collins, Colorado 420 3,589 4,009 1,769 1974 03/01/85 5-30
Totals $4,950 $47,259 $52,209 $24,751
</TABLE>
Reconciliation of "Investment Properties and Accumulated Depreciation" (in
thousands):
Years Ended October 31,
1997 1996
Investment Properties
Balance at beginning of year $ 51,019 $ 50,254
Property improvements 1,338 1,027
Disposals of (148) (262)
Balance at end of year $ 52,209 $ 51,019
Accumulated Depreciation
Balance at beginning of year $ 22,800 $ 21,024
Additions charged to expense 2,026 1,973
Disposals of property (75) (197)
Balance at end of year $ 24,751 $ 22,800
The aggregate cost of the real estate for Federal income tax purposes at October
31, 1997 and 1996, respectively, is approximately $55,840,000 and $54,947,000.
The accumulated depreciation taken for Federal income tax purposes at October
31, 1997 and 1996, respectively, is approximately $39,305,000 and $36,998,000.
NOTE F - CASUALTY GAINS AND LOSSES
During the year ended October 31, 1997, the Partnership recorded the following
casualty gains and losses. A casualty gain of approximately $240,000 resulted
from the insurance proceeds from hail and wind storm damage at Nottingham Square
Apartments that occurred in the second quarter of 1996. In November 1996, a
fire occurred at Carriage House Apartments which damaged one unit and caused
smoke damage to two additional units and the common area. The estimated costs to
repair the units exceeded the insurance proceeds received and thus resulted in a
casualty loss of approximately $8,000. In March 1997, a fire occurred at
Village Garden Apartments which destroyed one unit and caused smoke and water
damage to additional units. The estimated costs to repair the units exceeded
the insurance proceeds expected to be received and thus resulted in a casualty
loss of approximately $10,000. In April 1997, a fire occurred at
Foxfire/Barcelona Apartments which destroyed an entire building, consisting of
eight units. A casualty gain of approximately $139,000 resulted from the
expected insurance proceeds exceeding the basis of the units destroyed, plus the
total estimated non-capitalized costs to replace the assets. In May 1997, a
tornado caused damage to River Reach Apartments resulting in uprooted trees,
minor damage to the parking lot and roofs of two units. A casualty loss of
approximately $19,000 resulted. The combination of these casualty events
resulted in a casualty gain of approximately $342,000 for the year ended October
31, 1997.
During the first quarter of 1996, the Partnership recorded a casualty loss
resulting from a fire which destroyed the interiors of three units at Nottingham
Square Apartments. Although the damage was covered by insurance, the damage
resulted in a loss of approximately $1,000. The loss resulted from gross
proceeds received of approximately $43,000, which were less than the basis of
the property plus expenses to replace the damaged interiors.
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 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. 51 President and Director
Ronald Uretta 41 Vice President, Treasurer,
and Secretary
Robert D. Long, Jr. 30 Vice President
Kelley M. Buechler 40 Assistant Secretary
Mr. Jarrard, who had previously served as Vice President, became President in
August 1994.
William H. Jarrard, Jr. has acted as Senior Vice President of Insignia
Properties Trust ("IPT"), parent of the Corporation since May 1997. Mr.
Jarrard previously acted as Managing General 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 Insignia's Treasurer since January 1992 and became
Secretary effective January 28, 1998. 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.
Robert D. Long, Jr. became Vice President of the Corporation 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/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.
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, 1997.
Number
Entity of Units Percentage
Insignia Properties Limited Partnership 11,471 27.10%
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,
collectively, $10,000 as their pro-rata share of the distribution made during
1997. 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, 1997, Insignia
Residential Group, L.P. received $511,000 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 D" 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 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 VI LIMITED PARTNERSHIP
By: Shelter Realty VI Corporation
Corporate General Partner
By: /s/ William H. Jarrard, Jr.
-----------------------------
William H. Jarrard, Jr.
President
By: /s/ Ronald Uretta
-----------------------------
Ronald Uretta
Vice President and Treasurer
(Principal Financial Officer and
Principal Accounting Officer)
Date: January 29, 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: January 29, 1998
- - ----------------------------
William H. Jarrard, Jr.
President and Director
/s/ Ronald Uretta Date: January 29, 1998
- - ----------------------------
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 Garden.*
(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 Garden.*
(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 Garden.
(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 Garden.*
(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 Garden.*
(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 Garden.*
*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 Limited Partnership 1997 Year-End 10-KSB and is qualified in its
entirety by reference to such 10-KSB filing.
</LEGEND>
<CIK> 0000730013
<NAME> SHELTER PROPERTIES VI LIMITED PARTNERSHIP
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> OCT-31-1997
<PERIOD-END> OCT-31-1997
<CASH> 2,632
<SECURITIES> 0
<RECEIVABLES> 875
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0<F1>
<PP&E> 52,209
<DEPRECIATION> (24,751)
<TOTAL-ASSETS> 33,182
<CURRENT-LIABILITIES> 0<F1>
<BONDS> 26,790
0
0
<COMMON> 0
<OTHER-SE> 4,838
<TOTAL-LIABILITY-AND-EQUITY> 33,182
<SALES> 0
<TOTAL-REVENUES> 10,719
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 10,324
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 2,467
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 395
<EPS-PRIMARY> 9.24<F2>
<EPS-DILUTED> 0
<FN>
<F1>Registrant has an unclassified balance sheet.
<F2>Multiplier is 1.
</FN>
</TABLE>
