FORM 10-QSB--QUARTERLY OR TRANSITIONAL REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 QUARTERLY OR TRANSITIONAL REPORT U. S. Securities And Exchange Commission Washington, D.C. 20549 FORM 10-QSB (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended July 31, 1998 [ ] TRANSITION REPORT PURSUANT TO 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from.........to......... Commission file number 0-13261 SHELTER PROPERTIES VI LIMITED PARTNERSHIP (Exact name of small business issuer as specified 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) Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15 (d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No PART I - FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS a) SHELTER PROPERTIES VI LIMITED PARTNERSHIP BALANCE SHEET (Unaudited) July 31, 1998 (in thousands, except unit data) Assets Cash and cash equivalents $ 2,934 Receivables and deposits 944 Restricted escrows 1,611 Other assets 530 Investment properties: Land $ 4,950 Buildings and related personal property 48,086 53,036 Less accumulated depreciation (26,266) 26,770 $ 32,789 Liabilities and Partners' Capital (Deficit) Liabilities Accounts payable $ 177 Tenant security deposits liabilities 200 Accrued property taxes 780 Other liabilities 272 Mortgage notes payable 26,316 Partners' Capital (Deficit) General partners' $ (308) Limited partners' (42,324 units issued and outstanding) 5,352 5,044 $ 32,789 See Accompanying Notes to Financial Statements b) SHELTER PROPERTIES VI LIMITED PARTNERSHIP STATEMENTS OF OPERATIONS (Unaudited) (in thousands, except unit data) Three Months Ended Nine Months Ended July 31, July 31, 1998 1997 1998 1997 Revenues: Rental income $2,424 $2,433 $7,075 $7,162 Other income 163 183 506 516 Net casualty gain -- 74 -- 342 Total revenues 2,587 2,690 7,581 8,020 Expenses: Operating 1,051 1,124 3,090 3,127 General and administrative 68 72 241 213 Depreciation 527 510 1,515 1,490 Interest 602 617 1,814 1,858 Property taxes 243 241 715 698 Total expenses 2,491 2,564 7,375 7,386 Net income $ 96 $ 126 $ 206 $ 634 Net income allocated to general partners (1%) $ 1 $ 1 $ 2 $ 6 Net income allocated to limited partners (99%) 95 125 204 628 $ 96 $ 126 $ 206 $ 634 Net income per limited partnership unit $ 2.24 $ 2.95 $ 4.82 $14.84 See Accompanying Notes to Financial Statements c) SHELTER PROPERTIES VI LIMITED PARTNERSHIP STATEMENT OF CHANGES IN PARTNERS' CAPITAL (DEFICIT) (Unaudited) (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, 1997 42,324 $ (310) $ 5,148 $ 4,838 Net income for the nine months ended July 31, 1998 -- 2 204 206 Partners' (deficit) capital at July 31, 1998 42,324 $ (308) $ 5,352 $ 5,044 See Accompanying Notes to Financial Statements d) SHELTER PROPERTIES VI LIMITED PARTNERSHIP STATEMENTS OF CASH FLOWS (Unaudited) (in thousands) Nine Months Ended July 31, 1998 1997 Cash flows from operating activities: Net income $ 206 $ 634 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation 1,515 1,490 Amortization of discounts and loan costs 234 230 Casualty gain -- (342) Change in accounts: Receivables and deposits (217) (131) Other assets 58 (28) Accounts payable (339) (228) Tenant security deposits liabilities 7 4 Accrued property taxes 164 158 Other liabilities 43 (59) Net cash provided by operating activities 1,671 1,728 Cash flows from investing activities: Property improvements and replacements (827) (795) Net deposits to restricted escrows (53) (32) Insurance proceeds from casualty items 148 214 Net cash used in investing activities (732) (613) Cash flows from financing activities: Payments on mortgage notes payable (637) (590) Net cash used in financing activities (637) (590) Net increase in cash and cash equivalents 302 525 Cash and cash equivalents at beginning of period 2,632 3,104 Cash and cash equivalents at end of period $2,934 $3,629 Supplemental disclosure of cash flow information: Cash paid for interest $1,581 $1,628 At July 31, 1997, receivables and deposits and accounts payable were adjusted by approximately $211,000 and $183,000, respectively, for non-cash amounts in connection with the recording of the casualty items. See Accompanying Notes to Financial Statements SHELTER PROPERTIES VI LIMITED PARTNERSHIP NOTES TO FINANCIAL STATEMENTS (Unaudited) NOTE A - BASIS OF PRESENTATION The accompanying unaudited financial statements of Shelter Properties VI Limited Partnership (the "Partnership") have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-QSB and Item 310(b) of Regulation S-B. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of Shelter Realty VI Corporation (the "Corporate General Partner") all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three and nine month periods ended July 31, 1998, are not necessarily indicative of the results that may be expected for the fiscal year ending October 31, 1998. For further information, refer to the financial statements and footnotes thereto included in the Partnership's annual report on Form 10-KSB for the fiscal year ended October 31, 1997. Certain reclassifications have been made to the 1997 information to conform to the 1998 presentation. NOTE B - RECONCILIATION OF CASH FLOWS The following is a reconciliation of the subtotal on the accompanying statements of cash flows captioned "Net cash provided by operating activities" to "Net cash used in operations", as defined in the Partnership Agreement. However, "Net cash used in 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. Nine Months Ended July 31, (in thousands) 1998 1997 Net cash provided by operating activities $1,671 $1,728 Payments on mortgage notes payable (637) (590) Property improvements and replacements (827) (795) Change in restricted escrows, net (53) (32) Changes in reserves for net operating liabilities 284 284 Additional reserves (438) (596) Net cash used in operations $ -- $ (1) The Corporate General Partner believed it to be in the best interest of the Partnership to reserve net cash from operations of approximately $438,000 and $596,000 at July 31, 1998 and 1997, respectively, to fund continuing capital improvements at the Partnership's six investment properties. NOTE C - 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 Corporate General Partner is wholly-owned by Insignia Properties Trust ("IPT"), an affiliate of Insignia Financial Group, Inc. ("Insignia"). 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 affiliates of the Corporate General Partner during the nine months ended July 31, 1998 and 1997 (in thousands): 1998 1997 Property management fees (included in operating expenses) $380 $380 Reimbursements for services of affiliates (included in operating and general and administrative expenses) 156 134 In addition, the Partnership paid construction oversight reimbursements of approximately $31,000 and $14,000 during the nine month periods ended July 31, 1998 and 1997, respectively, to an affiliate of the Corporate General Partner. Construction oversight reimbursements are included in operating expenses and investment properties. For the period of November 1, 1996 to August 31, 1997, the Partnership insured its properties under a master policy through an agency affiliated with the Corporate General Partner with an 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 which received payments on these obligations from the agent. The amount of the Partnership's insurance premiums that accrued to the benefit of the affiliate of the Corporate General Partner by virtue of the agent's obligations was not significant. On March 17, 1998, Insignia entered into an agreement to merge its national residential property management operations, and its controlling interest in IPT, with Apartment Investment and Management Company ("AIMCO"), a publicly-traded real estate investment trust. The closing, which is anticipated to happen in September or October of 1998, is subject to customary conditions, including government approvals and the approval of Insignia's shareholders. If the closing occurs, AIMCO will then control the Corporate General Partner of the Partnership. On July 21, 1998, an affiliate of Insignia (the "Purchaser") commenced a tender offer for limited partnership interests in the Partnership. The Purchaser offered to purchase up to 17,000 of the outstanding units of limited partnership interest ("Units") in the Partnership at a purchase price of $475 per Unit, net to the seller in cash, upon the terms and subject to the conditions set forth in the Offer to Purchase dated July 21, 1998 (the "Offer to Purchase") and in the related Assignment of Partnership Interest (which, together with any supplements or amendments, collectively constitute the "Offer") per Schedule 14D-9 originally filed with the Securities and Exchange Commission on July 21, 1998. Because of the existing and potential future conflicts of interest (described in the Partnership's Statements on Schedule 14D-9 filed with the Securities and Exchange Commission), neither the Partnership nor the Corporate General Partner expressed any opinion as to the Offer to Purchase and made no recommendation as to whether unit holders should tender their units in response to the Offer to Purchase. As a result of the tender, the Purchaser acquired 3,364 units of limited partnership interest. NOTE D - CASUALTY ITEMS During the nine months ended July 31, 1998, the Partnership received approximately $148,000 in insurance proceeds, which were accrued at October 31, 1997. Approximately $35,000 of the proceeds was received in the first quarter of 1998, relating to tornado damage at River Reach Apartments in May 1997. The tornado caused uprooted trees, minor damage to the parking lot, and damage to roofs of two units. A casualty loss of approximately $19,000 resulted and was recorded during the year ended October 31, 1997. Approximately $113,000 of the insurance proceeds was received in the second quarter of 1998, relating to fire damage at Foxfire/Barcelona in April 1997. This fire destroyed an entire building consisting of eight units. A casualty gain of approximately $53,000 relating to the fire was recorded during the quarter ended April 30, 1997, resulting from the expected insurance proceeds exceeding the basis of the units destroyed plus the total estimated costs to replace the assets. An additional amount of approximately $77,000 in insurance proceeds is expected to be received subsequent to quarter end. The following additional casualty gains and losses were recorded during the nine months ended July 31, 1997. A casualty gain of approximately $232,000 resulted from the insurance proceeds from hail and wind storm damage at Nottingham Square Apartments that occurred in the second quarter of 1996. Approximately $27,000 of these proceeds were received during the second quarter of 1997 and the remaining $205,000 was received during the third quarter of 1997. 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 Gardens 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 $9,000. 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 $12,000 resulted. The combination of these casualty events resulted in a casualty gain of approximately $342,000 for the nine months ended July 31, 1997. ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION The Partnership's investment properties consist of six apartment complexes. The following table sets forth the average occupancy of the properties for the nine months ended July 31, 1998 and 1997: Average Occupancy Property 1998 1997 Rocky Creek Apartments Augusta, Georgia 89% 89% Carriage House Apartments Gastonia, North Carolina (1) 85% 92% Nottingham Square Apartments Des Moines, Iowa (2) 87% 92% Foxfire/Barcelona Apartments Durham, North Carolina (3) 91% 95% River Reach Apartments Jacksonville, Florida 98% 98% Village Gardens Apartments Fort Collins, Colorado 95% 95% (1) The decrease in average occupancy at Carriage House Apartments is attributable to an increase in home purchases and transfers to stronger job markets in areas outside the Gastonia market. Management has offered rent concessions in an effort to increase occupancy. At July 31, 1998, occupancy had increased to 94% at the property. (2) Occupancy decreased at Nottingham Square Apartments due to competition from new construction in the Des Moines market. Management has offered rent concessions in an effort to increase occupancy. At July 31, 1998, occupancy had increased to 93%. (3) The decrease in occupancy at Foxfire/Barcelona Apartments is primarily the result of competition due to new construction in the Durham market and rental rate increases. However, management anticipates the use of rental concessions will help increase occupancy. The Partnership realized net income of approximately $206,000 for the nine months ended July 31, 1998, versus approximately $634,000 for the corresponding period in 1997. During the three months ended July 31, 1998 and 1997, the Partnership realized net income of approximately $96,000 and $126,000 respectively. The decreases in net income are primarily attributable to decreases in total revenues resulting from the recognition of net casualty gains during the three and nine month periods ended July 31, 1997. A decrease in rental income and an increase in general and administrative expense also contributed to the decrease in net income for the nine months ended July 31, 1998. The decrease in rental income is due primarily to decreased occupancy as discussed above. Partially offsetting the impact of decreased occupancy is an increase in rental rates at Foxfire/Barcelona, River Reach, and Village Gardens. General and administrative expenses increased primarily due to increased expense reimbursements during the nine month period ended July 31, 1998. Partially offsetting the decrease in net income for the three and nine month periods ended July 31, 1998, was a decrease in operating expenses. Operating expenses decreased primarily due to decreases in maintenance expenses at River Reach and Village Gardens, resulting from exterior building repairs made in 1997. Included in operating expense is approximately $80,000 of major repairs and maintenance comprised primarily of landscaping, exterior painting, and exterior building repairs for the nine months ended July 31, 1998. For the nine months ended July 31, 1997, approximately $209,000 comprised primarily of landscaping, exterior painting, and exterior building repairs were included in operating expense. Major capital improvement projects budgeted for the Partnership's investment properties during 1998 include replacement of all the vinyl siding at Nottingham Square Apartments. This is anticipated to be a three year project with estimated costs of approximately $300,000 to be incurred during 1998. Additionally, approximately $200,000 is budgeted for parking lot repairs during 1998 at Nottingham Square and Foxfire/Barcelona Apartments. During the nine months ended July 31, 1997, the Partnership recorded the following casualty gains and losses. A casualty gain of approximately $232,000 resulted from the insurance proceeds from hail and wind storm damage at Nottingham Square Apartments that occurred in the second quarter of 1996. Approximately $27,000 of these proceeds were received during the second quarter of 1997 and the remaining $205,000 was received during the third quarter of 1997. 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 Gardens 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 $9,000. 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 $12,000 resulted. The combination of these casualty events resulted in a casualty gain of approximately $342,000 for the nine months ended July 31, 1997. 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. At July 31, 1998, the Partnership held cash and cash equivalents of approximately $2,934,000 compared to approximately $3,629,000 at July 31, 1997. For the nine months ended July 31, 1998, net cash and cash equivalents increased approximately $302,000 compared to a net increase of approximately $525,000 for the nine months ended July 31, 1997. Net cash provided by operating activities decreased primarily due to an increase in cash used for accounts payable due to the timing of payments to vendors. Net cash used in investing activities increased primarily as a result of an increase in property improvements and replacements and a decrease in insurance proceeds received in 1998 compared to 1997 for damages to several of the Partnership's properties in 1997. Net cash used in financing activities increased due to an increase in principal payments on mortgage notes. 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 investment 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 $26,316,000, net of discounts, 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. No cash distributions were paid during the nine months ended July 31, 1998 and 1997. Future cash distributions will depend on the levels of net cash generated from operations, refinancings, property sales and the availability of cash reserves. The Corporate General Partner is currently planning to make a distribution during the fourth quarter 1998. Year 2000 The Partnership is dependent upon the Corporate General Partner and Insignia for management and administrative services. Insignia has completed an assessment and will have to modify or replace portions of its software so that its computer systems will function properly with respect to dates in the year 2000 and thereafter (the "Year 2000 Issue"). The project is estimated to be completed not later than December 31, 1998, which is prior to any anticipated impact on its operating systems. The Corporate General Partner believes that with modifications to existing software and conversions to new software, the Year 2000 Issue will not pose significant operational problems for its computer systems. However, if such modifications and conversions are not made, or are not completed timely, the Year 2000 Issue could have a material impact on the operations of the Partnership. Other Certain items discussed in this quarterly report may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 (the "Reform Act") and as such may involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Partnership to be materially different from any future results, performance or achievements expressed or implied by such forward- looking statements. Such forward-looking statements speak only as of the date of this quarterly 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. PART II - OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS In March 1998, several putative unit holders of limited partnership units of the Partnership commenced an action entitled Rosalie Nuanes, et al. v. Insignia Financial Group, Inc., et al. in the Superior Court of the State of California for the County of San Mateo. The plaintiffs named as defendants, among others, the Partnership, the Corporate General Partner and several of their affiliated partnerships and corporate entities. The complaint purports to assert claims on behalf of a class of limited partners and derivatively on behalf of a number of limited partnerships (including the Partnership) which are named as nominal defendants, challenging the acquisition by Insignia and its affiliates of interests in certain general partner entities, past tender offers by Insignia affiliates to acquire limited partnership units, the management of partnerships by Insignia affiliates as well as a recently announced agreement between Insignia and AIMCO. The complaint seeks monetary damages and equitable relief, including judicial dissolution of the Partnership. The Corporate General Partner believes the action to be without merit, and intends to vigorously defend it. On June 25, 1998, the Corporate General Partner filed a motion seeking dismissal of the action. In lieu of responding to that motion, the plaintiffs have recently served an amended complaint. On July 30, 1998, certain entities claiming to own limited partnership interests in certain limited partnerships whose general partners are affiliates of Insignia filed a complaint in the Superior Court of the State of California, County of Los Angeles. The action involves 44 real estate limited partnerships (including the Partnership) in which the plaintiffs allegedly own interests and which Insignia affiliates allegedly manage or control (the "Subject Partnerships"). The complaint names as defendants Insignia, several Insignia affiliates alleged to be managing partners of the defendant limited partnerships, the Partnership and the Corporate General Partner. Plaintiffs allege that they have requested from, but have been denied by each of the Subject Partnerships, lists of their respective limited partners for the purpose of making tender offers to purchase up to 4.9% of the limited partner units of each of the Subject Partnerships. The complaint also alleges that certain of the defendants made tender offers to purchase limited partner units in many of the Subject Partnerships, with the alleged result that plaintiffs have been deprived of the benefits they would have realized from ownership of the additional units. The plaintiffs assert eleven causes of action, including breach of contract, unfair business practices, and violations of the partnership statutes of the states in which the Subject Partnerships are organized. Plaintiffs seek compensatory, punitive and treble damages. The Partnership was only recently served with the complaint and has not yet responded to it. The Corporate General Partner believes the claims to be without merit and intends to defend the action vigorously. The Partnership is unaware of any other pending or outstanding litigation that is not of a routine nature. The Corporate General Partner of the Partnership believes 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 6. 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: None filed during the quarter ended July 31, 1998. SIGNATURES In accordance with the requirements 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 Its Corporate General Partner By: /s/ William H. Jarrard, Jr. William H. Jarrard, Jr. President and Director By: /s/ Ronald Uretta Ronald Uretta Vice President and Treasurer Date: September 14, 1998