Shelter Properties Iii LTD Partnership Inactive
Filed: 14 Aug 07, 12:00am
Shelter Properties II-VI Limited Partnerships
55 Beattie Place, PO Box 1089
Greenville, SC 29602
August 14, 2007
Correspondence Filing Via Edgar and Overnight Delivery
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Attn:
Daniel L. Gordon
Jessica Barberich
Re:
Shelter Properties II-VI Limited Partnerships
Forms 10-KSB for the years ended December 31, 2006
Filed March 23, 2007
File No. 000-10256
Filed March 20, 2007
File No. 000-10260
Filed March 23, 2007
File No. 000-10884
Filed March 23, 2007
File No. 000-11574
Filed March 16, 2007
File No. 000-13261
____________________________________________
Ladies & Gentlemen:
This letter responds to the comment of the staff of the Securities and Exchange Commission (the “Staff”) addressed to the undersigned on behalf of Shelter Properties II-VI Limited Partnerships (the “Partnerships”), in a letter dated July 31, 2007. The Partnerships’ response to the Staff’s comment is set forth below and is numbered to correspond to the numbering of the Staff’s comment in the Staff’s letter.
* * * * *
Allocation of Cash Distributions
1.
Comment: We note that you have presented net cash from operations, a non-GAAP liquidity measure which you define as revenue received less operating expenses paid, adjusted for certain specified items which primarily include mortgage payments on debt, property improvements and replacements not previously reserved, and the effects of other adjustments to reserves including reserve amounts deemed necessary by the Corporate General Partner. We also note that you have reconciled this measure to net cash provided in operating activities. However, it is not appropriate to present non-GAAP financial measures in the accompanying notes to the financial statements. In future filings, please remove the measure, net cash from operations, from the footnotes pursuant to Item 10(h)(ii)(C) of Regulation S-B.
United States Securities and Exchange Commission
August 14, 2007
Page 2 of 2
Response: In response to the Staff’s comment and pursuant to Item 10(h)(ii)(C) of Regulation S-B, in the filing of the June 30, 2007 Form 10-QSBs and all future filings, the Partnerships will remove the measure, net cash from operations, from the notes to the financial statements.
The Partnership Agreements provide for partners to receive distributions from the net proceeds of the sales of properties, the net proceeds from refinancings and net cash from operations as those terms are defined in the Partnership Agreements. The Partnership Agreements require that the limited partners be furnished with a statement of net cash from operations. To satisfy this requirement in the Partnership Agreements and because other readers of the financial statements may also find this information useful, the Partnerships intend to add the reconciliation of net cash provided by operating activities to net cash from operations and related discussion of this non-GAAP measure to the Liquidity and Capital Resources section within Management’s Discussion and Analysis in future filings.
As requested by the Staff, the Partnerships acknowledge that: (a) the Partnerships are responsible for the adequacy and accuracy of the disclosure in its filings; (b) Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the filings; and (c) the Partnerships may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
If you have further questions regarding the information provided, please contact Stephen B. Waters, Vice President, at (864) 239-1554 (phone) or (864) 239-5824 (facsimile).
Sincerely,
Martha L. Long
Senior Vice President
Shelter Realty II-VI Corporations, the Corporate General Partners of Shelter Properties II-VI Limited Partnerships
Cc:
Stephen Waters