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 January 31, 1999
[ ] 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
(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.)
55 Beattie Place, 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
BALANCE SHEET
(Unaudited)
January 31, 1999
(in thousands, except unit data)
Assets
Cash and cash equivalents $ 1,409
Receivables and deposits 679
Restricted escrows 1,601
Other assets 467
Investment properties:
Land $ 4,950
Buildings and related personal property 48,651
53,601
Less accumulated depreciation (27,224) 26,377
$ 30,533
Liabilities and Partners' Capital (Deficit)
Liabilities
Accounts payable $ 193
Tenant security deposits liabilities 216
Accrued property taxes 567
Other liabilities 280
Mortgage notes payable 25,973
Partners' Capital (Deficit)
General partners' $ (312)
Limited partners' (42,324 units
issued and outstanding) 3,616 3,304
$ 30,533
See Accompanying Notes to Financial Statements
b)
SHELTER PROPERTIES VI
STATEMENTS OF OPERATIONS
(Unaudited)
(in thousands, except unit data)
Three Months Ended
January 31,
1999 1998
Revenues:
Rental income $2,405 $2,349
Other income 213 164
Total revenues 2,618 2,513
Expenses:
Operating 1,004 1,003
General and administrative 79 81
Depreciation 486 493
Interest 586 608
Property taxes 219 226
Total expenses 2,374 2,411
Net income $ 244 $ 102
Net income allocated to general partners (1%) $ 2 $ 1
Net income allocated to limited partners (99%) 242 101
$ 244 $ 102
Net income per limited partnership unit $ 5.72 $ 2.39
Distribution per limited partnership unit $49.45 $ --
See Accompanying Notes to Financial Statements
c)
SHELTER PROPERTIES VI
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, 1998 42,324 $ (307) $ 5,467 $ 5,160
Net income for the three months
ended January 31, 1999 -- 2 242 244
Distributions to Partners -- (7) (2,093) (2,100)
Partners (deficit) capital at
January 31, 1999 42,324 $ (312) $ 3,616 $ 3,304
See Accompanying Notes to Financial Statements
d)
SHELTER PROPERTIES VI
STATEMENTS OF CASH FLOWS
(Unaudited)
(in thousands)
Three Months Ended
January 31,
1999 1998
Cash flows from operating activities:
Net income $ 244 $ 102
Adjustments to reconcile net income to
net cash provided by operating activities:
Depreciation 486 493
Amortization of discounts and loan costs 70 78
Change in accounts:
Receivables and deposits 235 15
Other assets 14 49
Accounts payable (90) (57)
Tenant security deposits liabilities 7 (2)
Accrued property taxes (210) (70)
Other liabilities 19 7
Net cash provided by operating activities 775 615
Cash flows from investing activities:
Property improvements and replacements (178) (332)
Net receipts from (deposits to) restricted escrows 25 (18)
Insurance proceeds from casualty items 35
Net cash used in investing activities (153) (315)
Cash flows from financing activities:
Payments on mortgage notes payable (224) (208)
Distributions to partners (2,100) --
Net cash used in financing activities (2,324) (208)
Net (decrease) increase in cash and cash equivalents (1,702) 92
Cash and cash equivalents at beginning of period 3,111 2,632
Cash and cash equivalents at end of period $ 1,409 $ 2,724
Supplemental disclosure of cash flow information:
Cash paid for interest $ 516 $ 531
See Accompanying Notes to Financial Statements
SHELTER PROPERTIES VI
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
NOTE A - BASIS OF PRESENTATION
The accompanying unaudited financial statements of Shelter Properties VI (the
"Partnership" or "Registrant") 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 month
period ended January 31, 1999, are not necessarily indicative of the results
that may be expected for the fiscal year ending October 31, 1999. 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, 1998.
NOTE B - TRANSFER OF CONTROL
Pursuant to a series of transactions which closed on October 1, 1998 and
February 26, 1999, Insignia Financial Group, Inc. and Insignia Properties Trust
merged into Apartment Investment and Management Company ("AIMCO"), a publicly
traded real estate investment trust, with AIMCO being the surviving corporation
(the "Insignia Merger"). As a result, AIMCO ultimately acquired a 100%
ownership interest in Insignia Properties Trust ("IPT"), the entity which
controls the Corporate General Partner. The Corporate General Partner does not
believe that this transaction will have a material effect on the affairs and
operations of the Partnership.
NOTE C - 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.
Three Months Ended
January 31,
(in thousands)
1999 1998
Net cash provided by operating activities $ 775 $ 615
Payments on mortgage notes payable (224) (208)
Property improvements and replacements (178) (332)
Change in restricted escrows, net 25 (18)
Changes in reserves for net operating
liabilities 26 58
Additional reserves (424) (115)
Net cash used in operations $ -- $ --
The Corporate General Partner believed it to be in the best interest of the
Partnership to reserve net cash from operations of approximately $424,000 and
$115,000 at January 31, 1999 and 1998, respectively, to fund continuing capital
improvements at the Partnership's six investment properties.
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 affiliates of the Corporate General Partner during the three months
ended January 31, 1999 and 1998:
1999 1998
(in thousands)
Property management fees (included in operating expenses) $130 $127
Reimbursements for services of affiliates (included in
operating and general and administrative expenses) 52 70
In addition, the Partnership paid construction oversight reimbursements of
approximately $2,000 and $17,000 during the three month periods ended January
31, 1999 and 1998, respectively, to an affiliate of the Corporate General
Partner. Construction oversight reimbursements are included in operating
expenses and investment properties.
During the three months ended January 31, 1999 and 1998, affiliates of the
Corporate General Partner were entitled to receive 5% of gross receipts from all
of Registrant's properties as compensation for providing property management
services. The Registrant paid to such affiliates $130,000 and $127,000 for the
three months ended January 31, 1999 and 1998, respectively.
An affiliate of the Corporate General Partner received reimbursement of
accountable administrative expenses amounting to approximately $52,000 and
$70,000 for the three months ended January 31, 1999 and 1998, respectively.
As a result of its ownership of 14,907 limited partnership units or 35.22%,
AIMCO could be in a position to significantly influence all voting decisions
with respect to the Registrant. Under the Partnership Agreement, unit holders
holding a majority of the Units are entitled to take action with respect to a
variety of matters. When voting on matters, AIMCO would in all likelihood vote
the Units it owns in a manner favorable to the interest of the Corporate General
Partner because of their affiliation with the Corporate General Partner.
NOTE E - CASUALTY ITEMS
During the three months ended January 31, 1998, the Partnership received
approximately $35,000 in insurance proceeds, which were accrued at October 31,
1997, 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.
NOTE F - SEGMENT REPORTING
In June 1997, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 131, Disclosure about Segments of an
Enterprise and Related Information ("Statement 131"), which is effective for
years beginning after December 15, 1997. Statement 131 established standards
for the way that public business enterprises report information about operating
segments in annual financial statements and requires that those enterprises
report selected information about operating segments in interim financial
reports. It also establishes standards for related disclosures about products
and services, geographic areas, and major customers.
As defined by Statement 131, the Partnership has one reportable segment:
residential properties. The Partnership's residential property segment consists
of six apartment complexes located in five states throughout the United States
as follows: one each in Georgia, Iowa, Florida, and Colorado and two in North
Carolina. The Partnership rents apartment units to people for terms that are
typically less than twelve months.
The Partnership evaluates performance based on net operating income, which is
defined as income before interest expense, depreciation, amortization of
intangibles, casualty expense, gain or loss on disposal of property, and gain or
loss on extinguishment of debt. The accounting policies of the reportable
segment are the same as those of the Partnership as described in the
Partnership's annual report on Form 10-KSB for the fiscal year ended October 31,
1998.
The Partnership's reportable segments are business units (investment properties)
that offer similar products and services. Although each of the investment
properties is managed separately, they have been aggregated into one segment as
they provide services with similar types of products and customers.
Segment information for the three months ended January 31, 1999 and 1998 is
shown in the tables below. The "Other" column includes partnership
administration related items and income and expense not allocated to reportable
segments.
1999 RESIDENTIAL OTHER TOTALS
Rental income $ 2,405 $ -- $ 2,405
Other income 189 24 213
Interest expense 586 -- 586
Depreciation 486 -- 486
General and administrative
expense -- 79 79
Segment profit (loss) 299 (55) 244
Total assets 29,143 1,390 30,533
Capital expenditures for
investment properties 178 -- 178
1998 RESIDENTIAL OTHER TOTALS
Rental income $ 2,349 $ -- $ 2,349
Other income 133 31 164
Interest expense 608 -- 608
Depreciation 493 -- 493
General and administrative
expense -- 81 81
Segment profit (loss) 152 (50) 102
Total assets 30,077 2,697 32,774
Capital expenditures for
investment properties 332 -- 332
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 three
months ended January 31, 1999 and 1998:
Average Occupancy
Property 1999 1998
Rocky Creek Apartments
Augusta, Georgia (1) 92% 87%
Carriage House Apartments
Gastonia, North Carolina (2) 90% 78%
Nottingham Square Apartments
Des Moines, Iowa (3) 91% 86%
Foxfire/Barcelona Apartments
Durham, North Carolina (4) 96% 92%
River Reach Apartments
Jacksonville, Florida 94% 95%
Village Gardens Apartments
Fort Collins, Colorado (5) 99% 96%
(1) The increase in average occupancy at Rocky Creek Apartments is attributable
to improved market conditions in the area. There was also an increase in
rental concessions given.
(2) Average occupancy increased at Carriage House Apartments due to increases
in rental concessions and an increase in property marketing efforts in
order to take advantage of an improvement in the Gastonia rental market.
(3) The increase in average occupancy at Nottingham Square Apartments was
primarily the result of increases in property marketing efforts and
increases in rental concessions.
(4) Average occupancy increased at Foxfire/Barcelona Apartments due to an
increase in market conditions and a decrease in losing tenants due to home
purchases.
(5) The increase in average occupancy at Village Gardens Apartments is
attributable to the improvements in the general rental market.
Results of Operations
The Partnership realized net income of approximately $244,000 for the three
months ended January 31, 1999, versus approximately $102,000 for the
corresponding period in 1998. The increase in net income is primarily a result
of an increase in total revenues and to a lesser extent a decrease in total
expenses. Total revenues increased as a result of an increase in both rental
income and other income. Rental income increased due to the increase in average
occupancy and average rental rates at five of the six properties. Other income
increased primarily due to an increase in lease cancellation fees received at
Nottingham Square Apartments.
The decrease in total expenses is attributed to a decrease in interest expense
and a combination of slight decreases in all other expenses other than operating
expense which remained relatively constant. Interest expense decreased as a
result of the principal payments made on the debt encumbering all of the
Partnership's properties.
Included in general and administrative expenses at both January 31, 1999 and
1998 are reimbursements to the Corporate General Partner allowed under the
Partnership Agreement associated with its management of the Partnership.
General and administrative expenses remained relatively constant for the three
months ended January 31, 1999 and 1998. In addition, costs associated with the
quarterly and annual communication with investors and regulatory agencies and
the annual audit and appraisals required by the Partnership Agreement are also
included.
As part of the ongoing business plan of the Registrant, 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 Registrant from increases in
expense. As part of this plan, the Corporate General Partner attempts to
protect the Registrant 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 January 31, 1999, the Registrant had cash and cash equivalents of
approximately $1,409,000 as compared to approximately $2,724,000 at January 31,
1998. The decrease in cash and cash equivalents is due primarily to $2,324,000
of cash used in financing activities and to a lesser extent $158,000 of cash
used in investing activities, all of which was partially offset by $775,000 of
cash provided by operating activities. Cash used in investing activities
consisted of property improvements and replacements which was partially offset
by receipts from restricted escrows. Cash used in financing activities
consisted primarily of partner distributions and, to a lesser extent, payments
of principal made on the mortgages encumbering the Registrant's properties and
partner distributions.
The sufficiency of existing liquid assets to meet future liquidity and capital
expenditure requirements is directly related to the level of capital
expenditures required at the properties to adequately maintain the physical
assets and other operating needs of the Registrant and to comply with federal,
state, and local legal and regulatory requirements. The Partnership has
budgeted approximately $2.4 million in capital improvements for all of the
Partnership's properties in 1999. Budgeted capital improvements at Village
Garden include building painting, swimming pool and roof repairs. Budgeted
capital improvements at Nottingham Square include wallcovering and cabinet
replacements, electrical upgrades and parking lot repairs. River Reach, Carriage
House and Rocky Creek have major landscaping projects planned. Rocky Creek also
plans to perform roof repairs and flooring replacements. Carriage House also
plans to undertake various exterior building improvements. Foxfire/Barcelona has
budgeted for exterior painting, flooring replacement and parking lot and
structural repairs. The capital expenditures will be incurred only if cash is
available from operations or from partnership reserves. To the extent that such
budgeted capital improvements are completed, the Registrant's distributable cash
flow, if any, may be adversely affected at least in the short term. The
Registrant has started work on some of these improvements during the three
months ended January 31, 1999.
The Registrant's current assets are thought to be sufficient for any near term
needs (exclusive of capital improvements) of the Registrant. The mortgage
indebtedness of approximately $25,973,000, net of discounts, is being amortized
over 257 months with a balloon payment of approximately $23,008,000 due November
15, 2002. The Corporate General Partner will attempt to refinance such
indebtedness and/or sell the properties prior to such maturity date. If the
properties cannot be refinanced or sold for a sufficient amount, the Registrant
will risk losing such properties through foreclosure.
A cash distribution from operations of approximately $2,100,000 was made to the
Partners during the three months ended January 31, 1999. There were no
distributions made for the three months ended January 31, 1998. The
Registrant's distribution policy is reviewed on a quarterly basis. There can be
no assurance, however, that the Registrant will generate sufficient funds from
operations, after anticipated capital improvements, to permit further
distributions to its partners in 1999 or subsequent periods.
Year 2000
General Description of the Year 2000 Issue and the Nature and Effects of the
Year 2000 on Information Technology (IT) and Non-IT Systems
The Year 2000 Issue is the result of computer programs being written using two
digits rather than four to define the applicable year. The Partnership is
dependent upon the Corporate General Partner and its affiliates for management
and administrative services ("Managing Agent"). Any computer programs or
hardware that have date-sensitive software or embedded chips may recognize a
date using "00" as the year 1900 rather than the year 2000. This could result
in a system failure or miscalculations causing disruptions of operations,
including, among other things, a temporary inability to process transactions,
send invoices, or engage in similar normal business activities.
The Managing Agent has determined that it will be required to modify or replace
significant portions of its software and certain hardware so that those systems
will properly utilize dates beyond December 31, 1999. The Managing Agent
presently believes that with modifications or replacements of existing software
and certain hardware, the Year 2000 Issue can be mitigated. However, if such
modifications and replacements are not made, or are not completed timely, the
Year 2000 Issue could have a material impact on the operations of the Managing
Agent and the Partnership.
Status of Progress in Becoming Year 2000 Compliant
The Managing Agent's plan to resolve the Year 2000 Issue involves the following
four phases: assessment, remediation, testing and implementation. As of
December 31, 1998, the Managing Agent has fully completed its assessment of all
information systems that could be significantly affected by the Year 2000, and
has begun the remediation, testing and implementation phase on both hardware and
software systems. Assessments are continuing in regards to embedded systems in
operating equipment. The Managing Agent anticipates having all phases complete
by June 1, 1999.
In addition to the areas the Partnership is relying on the Managing Agent to
verify compliance with, the Partnership has certain operating equipment,
primarily at the property sites, which needed to be evaluated for Year 2000
compliance. In this regard, the Corporate General Partner focused on the
security systems, elevators, heating-ventilation-air-conditioning systems,
telephone systems and switches, and sprinkler systems. The Corporate General
Partner is currently engaged in the identification of all non-compliant
operational systems, and is in the process of estimating the costs associated
with any potential modifications or replacements needed to such systems in order
for them to be Year 2000 compliant. It is not expected that such costs would
have a material adverse effect upon the operations of the Partnership.
Risk Associated with the Year 2000
The Corporate General Partner believes that the Managing Agent has an effective
program in place to resolve the Year 2000 issue in a timely manner and has
appropriate contingency plans in place for critical applications that could
affect the Partnership's operations. To date, the Corporate General Partner is
not aware of any external agent with a Year 2000 Issue that would materially
impact the Partnership's results of operations, liquidity or capital resources.
However, the Corporate General Partner has no means of ensuring that external
agents will be Year 2000 compliant. The Corporate General Partner does not
believe that the inability of external agents to complete their Year 2000
resolution process in a timely manner will have a material impact on the
financial position or results of operations of the Partnership. However, the
effect of non-compliance by external agents is not readily determinable.
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 Financial Group, Inc.
("Insignia") and entities which were, at one time, affiliates of Insignia
("Insignia 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 Apartment Investment and Management
Company. The complaint seeks monetary damages and equitable relief, including
judicial dissolution of the Partnership. On June 25, 1998, the Corporate General
Partner filed a motion seeking dismissal of the action. In lieu of responding to
the motion, the plaintiffs have filed an amended complaint. The Corporate
General Partner has filed demurrers to the amended complaint which were heard
during February 1999. No ruling on such demurrers has been received.
On July 30, 1998, certain entities claiming to own limited partnership interests
in certain limited partnerships whose general partners were, at the time,
affiliates of Insignia filed a complaint entitled EVEREST PROPERTIES, LLC. V.
INSIGNIA FINANCIAL GROUP, INC., ET AL. in the Superior Court of the State of
California, county of Los Angeles. This case was settled on March 3, 1999. The
Partnership is responsible for a portion of the settlement costs. The expense
will not have a material effect on the Partnership's net income.
The Partnership is unaware of any other pending or outstanding litigation that
is not of a routine nature arising in the ordinary course of business.
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 filed in the first quarter of fiscal year 1999:
None filed during the quarter ended January 31, 1999.
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
By: Shelter Realty VI Corporation
Corporate General Partner
By: /s/Patrick J. Foye
Patrick J. Foye
Executive Vice President
and Director
By: /s/Timothy R. Garrick
Timothy R. Garrick
Vice President - Accounting
and Director
Date: March 17, 1999