FORM 10-KSB ANNUAL OR TRANSITIONAL REPORT
UNDER SECTION 13 OR 15(D)
FORM 10-KSB
(Mark One)
[X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934 [No Fee Required]
For the fiscal year ended December 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 0-11864
NATIONAL PROPERTY INVESTORS 6
(Name of small business issuer in its charter)
California 13-3140364
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
One Insignia Financial Plaza, P.O. Box 1089
Greenville, South Carolina 29602
(Address of principal executive offices) (zip code)
Issuer's telephone number (864) 239-1000
Securities registered under Section 12(b) of the Exchange Act:
None
Securities registered under Section 12(g) of the Exchange Act:
Units of Limited Partnership Interest
(Title of class)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act 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. $10,493,000.
State the aggregate market value of the 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
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's interest would not exceed
$25,000,000.
DOCUMENTS INCORPORATED BY REFERENCE
NONE
PART I
ITEM 1. DESCRIPTION OF BUSINESS
National Property Investors 6 (the "Partnership" or "Registrant") is a publicly-
held limited partnership organized under the Uniform Limited Partnership laws of
California as of October 15, 1982. The Partnership's managing general partner
is NPI Equity Investments, Inc. ("NPI Equity" or the "Managing General
Partner"), a Florida corporation.
The Partnership, through its public offering of Limited Partnership Units, sold
109,600 units aggregating $54,800,000. The general partners contributed capital
in the amount of $1,000 for a 1% interest in the Partnership. The Partnership
was formed for the purpose of acquiring fee and other forms of equity interests
in various types of real property. The Partnership currently owns six apartment
complexes and has a 75.972% interest in another apartment complex. The Managing
General Partner of the Partnership intends to maximize the operating results
and, ultimately, the net realizable value of each of the Partnership's
properties in order to achieve the best possible return for the investors. Such
results may best be achieved through property sales, refinancings, debt
restructurings or relinquishment of the assets. The Partnership intends to
evaluate each of its holdings periodically to determine what it believes to be
the most appropriate strategy for each of the assets.
The Partnership has no full time employees. The Managing General Partner is
vested with full authority as to the general management and supervision of the
business and affairs of the Partnership. Limited partners have no right to
participate in the management or conduct of such business and affairs. NPI-AP
Management, L.P. ("NPI-AP") provides day-to-day management services for the
Partnership's investment properties.
The business in which the Partnership is engaged is highly competitive, and the
Partnership is not a significant factor in its industry. Each of its apartment
properties is located in or near a major urban area and, accordingly, competes
for rentals not only with similar apartment properties in its immediate area but
also with hundreds of similar apartment properties throughout the urban area,
including properties owned and/or managed by affiliates of the Partnership.
Such competition is primarily on the basis of location, rents, services and
amenities. In addition, the Partnership competes with significant numbers of
individuals and organizations (including similar partnerships, real estate
investment trusts and financial institutions) with respect to the sale of
improved real properties, primarily on the basis of the prices and terms of such
transactions.
There have been, and it is possible there may be other, federal, state and local
legislation and regulations enacted relating to the protection of the
environment. The Partnership is unable to predict the extent, if any, to which
such new legislation or regulations might occur and the degree to which such
existing or new legislation or regulations might adversely affect the properties
owned by the Partnership.
The Partnership monitors its properties for evidence of pollutants, toxins and
other dangerous substances, including the presence of asbestos. In certain
cases environmental testing has been performed, which resulted in no material
adverse conditions or liabilities. In no case has the Partnership received
notice that it is a potentially responsible party with respect to an
environmental clean up site.
Pursuant to a series of transactions which closed during 1996, affiliates of
Insignia Financial Group, Inc. ("Insignia") acquired all of the issued and
outstanding shares of stock of NPI Equity and National Property Investors, Inc.
("NPI"). In connection with these transactions, affiliates of Insignia
appointed new officers and directors of NPI Equity and NPI. See "Item 9" for
information on the directors and executive officers of the Managing General
Partner. On March 17, 1998, Insignia entered into an agreement to merge its
national residential property management operations, and its controlling
interest in Insignia Properties Trust, with Apartment Investment and Management
Company ("AIMCO"), a publicly traded real estate investment trust. The closing,
which is anticipated to happen in the third quarter 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
General Partner of the Partnership.
On January 19, 1996, Insignia NPI, LLC ("Insignia LLC"), an affiliate of
Insignia, acquired 47,624 limited partnership units (approximately 43.5% of the
total outstanding partnership units of the Partnership) from DeForest Ventures
II, L.P., the entity which made tender offers for units in 1994 and 1995.
Insignia LLC subsequently transferred these units to Insignia Properties L.P.
("IPLP"), an affiliate of Insignia. (see "Item 11, Security Ownership of Certain
Beneficial Owners and Management").
ITEM 2. DESCRIPTION OF PROPERTIES
The following table sets forth the Partnership's investments in properties:
<TABLE>
<CAPTION>
Date of
Property Purchase Type of Ownership Use
<S> <C> <C> <C>
Ski Lodge Apartments 07/19/84 Fee ownership, subject Apartment
Montgomery, Alabama to a first mortgage 522 units
Panorama Terrace II Apartments
(Formerly Rocky Ridge Apartments) 10/16/84 Fee ownership, subject Apartment
Birmingham, Alabama to a first mortgage 116 units
Place du Plantier 05/01/84 Fee ownership, subject Apartment
Apartments to a first mortgage 268 units
Baton Rouge, Louisiana
Fairway View I Apartments 05/31/84 Fee ownership, subject Apartment
Baton Rouge, Louisiana to a first mortgage 242 units
Colony at Kenilworth Apartments 03/15/84 Fee ownership, subject Apartment
Towson, Maryland to a first mortgage 383 units
Alpine Village Apartments 10/16/84 Fee ownership, subject Apartment
Birmingham, Alabama to a first mortgage 160 units
The Village Apartments 01/05/84 Tenant-in-common with Apartment
Vorhees Township, New Jersey National Property 438 units (1)
Investors 5, the
Partnership owns a 75.972%
interest subject to a first
mortgage
<FN>
(1) Represents the Partnership's pro-rata share. In total, The Village
Apartments consists of 576 units.
</FN>
</TABLE>
SCHEDULE OF PROPERTIES (IN THOUSANDS):
<TABLE>
<CAPTION>
Gross
Property Carrying Accumulated Federal
Value Depreciation Rate Method Tax Basis
<S> <C> <C> <C> <C> <C>
Ski Lodge $ 15,111 $ 10,098 5-27.5 yrs. S/L $ 3,276
Panorama Terrace II 4,456 2,785 5-27.5 yrs. S/L 1,325
Place du Plantier 10,575 6,600 5-27.5 yrs. S/L 2,998
Fairway View I 9,252 5,937 5-27.5 yrs. S/L 2,383
Colony at Kenilworth 19,783 13,040 5-27.5 yrs. S/L 3,707
Alpine Village 5,193 3,119 5-27.5 yrs. S/L 1,695
Total $ 64,370 $ 41,579 $ 15,384
<FN>
See "Note B" of the financial statements included in "Item 7" for a description
of the Partnership's depreciation policy.
</FN>
</TABLE>
SCHEDULE OF MORTGAGES (IN THOUSANDS):
<TABLE>
<CAPTION>
Principal Principal
Balance At Balance
December 31, Interest Period Maturity Due At
Property 1997 Rate Amortized Date Maturity
<S> <C> <C> <C> <C> <C>
Ski Lodge $ 6,800 7.33% (1) 11/01/03 $ 6,800
Panorama Terrace II 1,450 7.33% (1) 11/01/03 1,450
Place du Plantier 3,800 7.33% (1) 11/01/03 3,800
Fairway View I 4,000 7.33% (1) 11/01/03 4,000
Colony at Kenilworth 7,985 7.33% (1) 11/01/03 7,985
Alpine Village 2,100 7.33% (1) 11/01/03 2,100
$ 26,135
<FN>
(1) Interest only payments
</FN>
</TABLE>
The mortgage notes payable are nonrecourse and are secured by pledge of the
Partnership's properties and by pledge of revenues from the respective rental
properties. The notes include prepayment penalties if repaid prior to maturity.
On September 30, 1996, the Managing General Partner refinanced the mortgages on
all of the Partnership's investment properties. The mortgages were refinanced
into short-term temporary loans at 8% interest. During the fourth quarter of
1996, the Partnership entered into permanent refinancing on all of the
properties effective November 1, 1996, with an interest rate of 7.33%.
The refinancing of Panorama Terrace II Apartments replaced indebtedness of
approximately $1,496,000 with a new mortgage in the amount of $1,450,000. The
Partnership paid a prepayment premium of approximately $15,000 and wrote off
unamortized loan costs of approximately $18,000 resulting in an extraordinary
loss on refinancing of approximately $33,000.
The refinancing of Place du Plantier replaced indebtedness of approximately
$2,358,000 with a new mortgage in the amount of $3,800,000. The Partnership
paid a prepayment premium of approximately $24,000 and wrote off unamortized
loan costs of approximately $2,000 resulting in an extraordinary loss on
refinancing of approximately $26,000.
The refinancing of Fairway View I replaced indebtedness of approximately
$2,357,000 with a new mortgage in the amount of $4,000,000. The Partnership
paid a prepayment premium of approximately $24,000 and wrote off loan costs of
approximately $2,000 resulting in an extraordinary loss on refinancing of
approximately $26,000.
The refinancing of Colony at Kenilworth replaced indebtedness of approximately
$7,924,000 with a short-term loan in the amount of $9,000,000. The permanent
refinancing for Colony at Kenilworth was for $7,985,000. The Partnership paid a
prepayment premium of approximately $193,000 and wrote off loan costs of
approximately $36,000 resulting in an extraordinary loss on refinancing of
approximately $229,000.
The refinancing of Alpine Village replaced indebtedness of approximately
$1,895,000 with a new mortgage of $2,100,000. The Partnership paid a prepayment
premium of approximately $19,000 and wrote off unamortized loan costs of
approximately $22,000 resulting in an extraordinary loss on refinancing of
approximately $41,000.
The Managing General Partner secured a mortgage for Ski Lodge Apartments in the
amount of $6,800,000.
SCHEDULE OF RENTAL RATES AND OCCUPANCY:
Average Annual Average Annual
Rental Rates Occupancy
Property 1997 1996 1997 1996
Ski Lodge $4,993/unit $4,955/unit 93% 92%
Panorama Terrace II 6,036/unit 6,289/unit 89% 90%
Place du Plantier 5,907/unit 5,676/unit 92% 93%
Fairway View I 6,218/unit 5,949/unit 94% 96%
Colony at Kenilworth 8,599/unit 8,727/unit 85% 87%
Alpine Village 6,137/unit 5,968/unit 92% 94%
During 1997 the average rental rates declined at Panorama Terrace II and Colony
at Kenilworth. The decrease at Panorama Terrace II is primarily a result of
increased competition due to the construction of 1,600 new apartment units in
the Birmingham area during 1997. Colony at Kenilworth decreased rental rates in
1997 to attract students to the property and improve occupancy. As a result,
although average occupancy for the year decreased, occupancy rose to 89% at
December 31, 1997. Management continues to monitor and adjust rental rates at
all properties to maximize total revenue.
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
Managing General Partner believes that all of the properties are adequately
insured. The lease terms at the properties are for one year or less. No tenant
leases 10% or more of the available rental space at any of the properties.
SCHEDULE OF REAL ESTATE TAXES (IN THOUSANDS) AND RATES:
1997 1997
Billing Rate
Ski Lodge $ 82 3.45%
Panorama Terrace II 21 .98%
Place du Plantier 43 9.95%
Fairway View I 58 9.95%
Colony at Kenilworth 210 4.36%
Alpine Village 40 1.25%
ITEM 3. LEGAL PROCEEDINGS
The Partnership is unaware of any pending or outstanding litigation that is not
of a routine nature. The Managing General Partner of the Partnership 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
The unit holders of the Partnership did not vote on any matter during the fiscal
year covered by this report.
PART II
ITEM 5. MARKET FOR THE PARTNERSHIP'S EQUITY AND RELATED PARTNER MATTERS
The Partnership, a publicly-held limited partnership, sold 109,600 Limited
Partnership Units aggregating $54,800,000. As of January 1, 1998, the
Partnership had 109,600 units outstanding held by 3,381 Limited Partners of
record. There is no intention to sell additional Limited Partnership Units nor
is there an established public market for these units.
Distributions of $1,561,000 and $10,621,000 were declared in 1997 and 1996,
respectively. The 1997 distribution represents cash from operations. The 1996
distribution represents net proceeds from mortgage refinancings of $8,844,000
and cash from operations of $1,777,000. The 1996 distribution was paid in
January 1997 and the 1997 distribution was paid in December 1997. Future cash
distributions will depend on the levels of net cash generated from operations,
property sales, refinancings, and the availability of cash reserves. The
Managing General Partner anticipates that a distribution from operations will be
made in 1998.
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
This item should be read in conjunction with the financial statements and other
items contained elsewhere in this report.
Results of Operations
The Partnership's net loss for the year ended December 31, 1997, was
approximately $538,000 compared to net income of approximately $303,000 for the
year ended December 31, 1996. Loss before extraordinary loss for the year ended
December 31, 1997, was approximately $538,000 compared to income before
extraordinary loss of approximately $658,000 for the year ended December 31,
1996. The extraordinary loss of $355,000 is a result of the refinancings as
discussed below.
The decrease in net income is primarily due to decreases in revenues and equity
in net income of tenant-in-common property and an increase in total expenses.
Expenses increased primarily due to increased operating expenses, interest
expense and loss on disposal of property. Included in operating expense for the
year ended December 31, 1997, is approximately $749,000 of major repairs and
maintenance compared to approximately $379,000 for the year ended December 31,
1996. The increase in major repairs and maintenance is due to various
rehabilitation projects at Ski Lodge, Place du Plantier, Colony at Kenilworth,
and Alpine Village. At Ski Lodge, the increase was due to a 1997 exterior
painting project of approximately $272,000, parking lot repairs of approximately
$31,000, and gutter repairs of approximately $27,000. At Place du Plantier, the
exterior painting portion of an extensive rehabilitation project accounted for
approximately $30,000 of increased expenses. At Colony at Kenilworth, exterior
painting costing approximately $46,000 and parking lot repairs totaling
approximately $39,000 contributed to the increase. At Alpine Village, $14,000
was spent on swimming pool repairs. Also contributing to the increase in
operating expenses were increased property related expenses at Colony at
Kenilworth, where marketing and referral fees increased approximately $34,000,
as the property attempted to improve its occupancy. Corporate unit expenses
increased approximately $55,000 due to a larger than usual number of corporate
units being temporarily leased in 1997. Interest expense increased as a result
of the financing of Ski Lodge Apartments in 1996, the proceeds of which were
distributed to the partners. Prior to the financing the property did not have
any debt encumbering the property. The loss on disposal of property resulted
from the write-off of the remaining basis of roofs replaced at Panorama Terrace,
Place du Plantier, Fairway View, Colony at Kenilworth and Alpine Village. In
addition, income at the tenant-in-common property, the Village Apartments,
decreased due to a 1997 exterior painting project, of which the Partnership's
share was approximately $240,000. The decrease in Partnership revenue is due to
a decrease in other income which more than offset an increase in rental income.
Rental income increased due to an overall increase in occupancy and average
rental rates at the Partnership's properties. The decrease in other income is
attributable to the Partnership maintaining decreased cash balances during 1997
as compared to 1996.
As part of the ongoing business plan of the Partnership, the Managing 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 Managing 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 Managing General Partner will be able to sustain such a plan.
Capital Resources and Liquidity
At December 31, 1997, the Partnership had cash and cash equivalents of
$2,329,000, compared to $13,933,000 at December 31, 1996. The net decrease in
cash and cash equivalents for the year ended December 31, 1997 is $11,604,000
compared to a net increase of $9,571,000 for the year ended December 31, 1996.
The net cash provided by operating activities decreased primarily as a result of
increased operating and interest expenses, as discussed above. Also
contributing to the decrease was an increase in cash used for accounts payable
and other liabilities due to the timing of payments. The decrease in cash used
in investing activities is due to 1997 distributions from the tenant-in-common
property. Partially offsetting this receipt of cash are increased property
improvements and replacements resulting from property renovation programs at the
properties in 1997. The increase in cash used in financing activities is
primarily due to the $12,182,000 of distributions paid to partners, $10,621,000
of which was declared in 1996 and paid in January 1997. Included in 1996 net
cash provided by financing activities was net proceeds from the debt
refinancings in 1996.
The Managing General Partner has extended to the Partnership a $500,000 line of
credit. At the present time, the Partnership has no outstanding amounts due
under this line of credit, and the Managing General Partner does not anticipate
the need to borrow in the near future. Other than cash and cash equivalents the
line of credit is the Partnership's only unused source of liquidity.
On September 30, 1996, the Managing General Partner refinanced the mortgages on
all of the Partnership's investment properties. The mortgages were refinanced
into short-term temporary loans at 8% interest. During the fourth quarter of
1996, the Partnership entered into permanent refinancing on all of the
properties effective November 1, 1996, with an interest rate of 7.33%.
The refinancing of Panorama Terrace II Apartments replaced indebtedness of
approximately $1,496,000 with a new mortgage in the amount of $1,450,000. The
Partnership paid a prepayment premium of approximately $15,000 and wrote off
unamortized loan costs of approximately $18,000 resulting in an extraordinary
loss on refinancing of approximately $33,000.
The refinancing of Place du Plantier replaced indebtedness of approximately
$2,358,000 with a new mortgage in the amount of $3,800,000. The Partnership
paid a prepayment premium of approximately $24,000 and wrote off unamortized
loan costs of approximately $2,000 resulting in an extraordinary loss on
refinancing of approximately $26,000.
The refinancing of Fairway View I replaced indebtedness of approximately
$2,357,000 with a new mortgage in the amount of $4,000,000. The Partnership
paid a prepayment premium of approximately $24,000 and wrote off loan costs of
approximately $2,000 resulting in an extraordinary loss on refinancing of
approximately $26,000.
The refinancing of Colony at Kenilworth replaced indebtedness of approximately
$7,924,000 with a short-term loan in the amount of $9,000,000. The permanent
refinancing for Colony at Kenilworth was for $7,985,000. The Partnership paid a
prepayment premium of approximately $193,000 and wrote off loan costs of
approximately $36,000 resulting in an extraordinary loss on refinancing of
approximately $229,000.
The refinancing of Alpine Village replaced indebtedness of approximately
$1,895,000 with a new mortgage of $2,100,000. The Partnership paid a prepayment
premium of approximately $19,000 and wrote off unamortized loan costs of
approximately $22,000 resulting in an extraordinary loss on refinancing of
approximately $41,000.
The Managing General Partner secured a mortgage for Ski Lodge Apartments in the
amount of $6,800,000.
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 various 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 $26,135,000 matures November 1, 2003, with balloon
payments due at maturity at which time the properties will either be refinanced
or sold. Future cash distributions will depend on the levels of net cash
generated from operations, property sales, refinancings, and the availability of
cash reserves. The Managing General Partner anticipates that a distribution
from operations will be made in 1998. Distributions of cash generated from
operations of approximately $1,561,000 were made to the partners during 1997.
The Partnership also declared a distribution of $10,621,000 in 1996, which was
paid in January 1997. This distribution represented net proceeds from the
mortgage refinancings of $8,844,000 and cash from operations of $1,777,000.
Year 2000
The Partnership is dependent upon the Managing 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 Managing 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 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 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 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
NATIONAL PROPERTY INVESTORS 6
LIST OF FINANCIAL STATEMENTS
Report of Independent Auditors
Balance Sheet - December 31, 1997
Statements of Operations - Years ended December 31, 1997 and 1996
Statement of Changes in Partners' Capital (Deficit) - Years ended
December 31, 1997 and 1996
Statements of Cash Flows - Years ended December 31, 1997 and 1996
Notes to Financial Statements
Independent Auditors' Report
To the Partners
National Property Investors 6
Greenville, South Carolina
We have audited the accompanying balance sheet of National Property Investors 6
(a limited partnership)(the "Partnership") as of December 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 December 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 audits 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 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 National Property Investors 6
as of December 31, 1997, and the results of its operations and its cash flows
for each of the two years in the period ended December 31, 1997, in conformity
with generally accepted accounting principles.
As discussed in Note A to the financial statements, the Partnership changed its
accounting for its investment in a tenant-in-common property, in 1997, from pro
rata consolidation to the equity method of accounting.
/S/ IMOWITZ KOENIG & CO., LLP
Certified Public Accountants
New York, NY
January 26, 1998
NATIONAL PROPERTY INVESTORS 6
BALANCE SHEET
December 31, 1997
(in thousands, except unit data)
Assets
Cash and cash equivalents $ 2,329
Receivables and deposits 476
Restricted escrows 1,687
Other assets 1,018
Investment in Tenant-in-Common property
(Notes A and G) 102
Investment properties (Notes B and F):
Land $ 4,349
Buildings and related personal property 60,021
64,370
Less accumulated depreciation (41,579) 22,791
$ 28,403
Liabilities and Partners' Capital (Deficit)
Liabilities
Accounts payable $ 137
Tenant security deposits payable 194
Accrued property taxes 138
Other liabilities 330
Mortgage notes payable (Note C) 26,135
Partners' Capital (Deficit)
Limited partners' (109,600 units issued and
outstanding) $ 2,002
General partner's (533) 1,469
$ 28,403
See Accompanying Notes to Financial Statements
NATIONAL PROPERTY INVESTORS 6
STATEMENTS OF OPERATIONS
(in thousands, except unit data)
Years Ended December 31,
1997 1996
Revenues:
Rental income $ 9,660 $ 9,587
Other income 833 986
Total revenues 10,493 10,573
Expenses:
Operating 5,306 4,756
Interest 2,059 1,766
Depreciation 2,700 2,669
General and administrative 432 483
Property taxes 456 463
Loss on disposal of property 152 26
Total expenses 11,105 10,163
Equity in net income of tenant-in-common
property (Note F) 74 248
(Loss) income before extraordinary loss (538) 658
Extraordinary loss on debt refinancing (Note C) -- (355)
Net (loss) income $ (538) $ 303
Net (loss) income allocated to general partner (1%) $ (5) $ 3
Net (loss) income allocated to limited partners (99%) (533) 300
$ (538) $ 303
Net income per limited partnership unit:
(Loss) income before extraordinary loss $ (4.86) $ 5.94
Extraordinary loss on debt refinancing -- (3.20)
Net (loss) income per limited partnership unit $ (4.86) $ 2.74
Distributions per limited partnership unit $ 14.10 $ 95.94
See Accompanying Notes to Financial Statements
NATIONAL PROPERTY INVESTORS 6
STATEMENT OF CHANGES IN PARTNERS' CAPITAL (DEFICIT)
(in thousands, except unit data)
<TABLE>
<CAPTION>
Limited
Partnership General Limited
Units Partner's Partners' Total
<S> <C> <C> <C> <C>
Original capital contributions 109,600 $ 1 $ 54,800 $ 54,801
Partners' (deficit) capital
at December 31, 1995 109,600 $ (409) $ 14,295 $ 13,886
Net income for the year ended
December 31, 1996 -- 3 300 303
Distribution declared to
partners -- (106) (10,515) (10,621)
Partners' (deficit) capital
at December 31, 1996 109,600 (512) 4,080 3,568
Net loss for the year ended
December 31, 1997 -- (5) (533) (538)
Distribution to partners -- (16) (1,545) (1,561)
Partners' (deficit) capital
at December 31, 1997 109,600 $ (533) $ 2,002 $ 1,469
<FN>
See Accompanying Notes to Financial Statements
</FN>
</TABLE>
NATIONAL PROPERTY INVESTORS 6
STATEMENTS OF CASH FLOWS
(in thousands)
<TABLE>
<CAPTION>
Years Ended December 31,
1997 1996
<S> <C> <C>
Cash flows from operating activities:
Net (loss) income $ (538) $ 303
Adjustments to reconcile net (loss) income to
net cash provided by operating activities:
Depreciation 2,700 2,669
Amortization of loan costs 143 63
Loss on disposal of property 152 26
Extraordinary loss on debt refinancing -- 355
Equity in net income of tenant-in-
common property (74) (248)
Change in accounts:
Receivables and deposits 48 (49)
Other assets (26) 37
Accounts payable (289) 323
Tenant security deposits payable (40) (54)
Accrued property taxes 99 (1)
Other liabilities (139) 311
Net cash provided by operating activities 2,036 3,735
Cash flows from investing activities:
Net deposits to restricted escrows (114) (1,573)
Property improvements and replacements (2,582) (1,288)
Distributions from tenant-in-common property 1,292 --
Net cash used in investing activities (1,404) (2,861)
Cash flows from financing activities:
Mortgage principal payments -- (185)
Repayments of mortgage notes payable -- (16,030)
Proceeds from refinancing of debt -- 26,135
Loan costs (54) (949)
Debt extinguishment costs -- (274)
Distributions paid (12,182) --
Net cash (used in) provided by
financing activities (12,236) 8,697
Net (decrease) increase in cash and cash equivalents (11,604) 9,571
Cash and cash equivalents at beginning of period 13,933 4,362
Cash and cash equivalents at end of period $ 2,329 $ 13,933
Supplemental information:
Cash paid for interest $ 1,916 $ 1,678
<FN>
Supplemental disclosure of non-cash financing activity:
Distributions payable to partners of $10,621,000 were accrued at December 31,
1996 and paid in January 1997.
See Accompanying Notes to Financial Statements
</FN>
</TABLE>
NATIONAL PROPERTY INVESTORS 6
Notes to Financial Statements
December 31, 1997
NOTE A - CHANGE IN METHOD OF REPORTING THE OWNERSHIP OF TENANT-IN-COMMON
PROPERTY
National Property Investors 6 (the "Partnership") owns a 75.972% interest in The
Village Apartments (the "Village") (see Note G). Through the third quarter of
1997, the Partnership consolidated its pro rata share of assets, liabilities and
operations of the Village. During the fourth quarter of 1997, the Partnership
decided to reflect its interest in the Village utilizing the equity method due
to the inability of the Partnership to control the major operating and financial
policies of the Village. Under the equity method, the original investment is
increased by advances to the Village and the Partnership's share of the earnings
of the Village. The investment is decreased by distributions from the Village
and the Partnership's share of losses of the Village. At December 31, 1997 the
Partnership's investment account had a balance of $102,000.
The statements of operations and cash flows for the year ended December 31, 1996
have been restated to reflect this change as a change in the reporting entity.
Additionally, certain reclassifications were made in the 1996 statement of
operations to conform to the current year presentation. These changes had no
effect on the net (loss) income of the Partnership or on the net (loss) income
per limited partnership unit.
NOTE B - ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES
Organization:
The Partnership was organized under the Uniform Limited Partnership Laws of
California as of October 15, 1982, for the purpose of acquiring and operating
income-producing residential real estate. The Partnership currently owns three
apartment complexes in Alabama, two apartment complexes in Louisiana and one
apartment complex in Maryland. The Partnership also owns a 75.972 percent
interest (as a tenant-in-common with an affiliate of the general partner) in an
apartment complex located in New Jersey. The Partnership will terminate on
December 31, 2006, unless previously terminated, in accordance with the terms of
the Agreement of Limited Partnership. Limited partners' units are at a stated
value of $500. A total of 109,600 units of the limited partnership were issued
for aggregate capital contributions of $54,800,000. In addition, the general
partners contributed a total of $1,000 to 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 Income, Loss, and Distributions:
Net income, net loss, and distributions of cash of the Partnership are allocated
between general and limited partners in accordance with the provisions of the
Partnership Agreement.
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
balance.
Investment Properties:
Investment properties are stated at cost. Acquisition fees are capitalized as a
cost of real estate. In accordance with "SFAS No. 121, Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed Of,"
the Partnership records impairment losses on long-lived assets used in
operations when events and circumstances indicate that the assets might be
impaired and the undiscounted cash flows estimated to be generated by those
assets are less than the carrying amounts of those assets.
For real estate purchased in joint ownership with an affiliated partnership,
effective December 31, 1997, the Partnership accounts for the tenant-in-common
property under the equity method of accounting.
Cash and Cash Equivalents:
The Partnership considers all highly liquid investments with a maturity, when
purchased, of three months or less to be cash equivalents. At certain times,
the amount of cash deposited at a bank may exceed the limit on insured deposits.
Security Deposits:
The Partnership requires security deposits from lessees for the duration of the
lease, and such deposits are included in receivables and deposits. The security
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.
Advertising costs:
Advertising costs of approximately $203,000 in 1997 and $150,000 in 1996 were
charged to expense as incurred and are included in operating expenses.
Depreciation:
Depreciation is computed by the straight-line method over estimated useful lives
ranging from 15 to 27.5 years for buildings and improvements and from five to
seven years for furnishings.
Loan Costs:
Loan costs of approximately $1,003,000 are included in other assets at December
31, 1997. Loan costs are deferred and are amortized as interest expense over the
term of the related loan. At December 31, 1997, the accumulated amortization
totaled approximately $160,000.
Income Taxes:
Taxable income or loss of the Partnership is reported in the income tax returns
of its partners. Accordingly, no provision for income taxes is made in the
financial statement of the Partnership.
Reclassifications:
Certain reclassifications have been made to the 1996 balances to conform to the
1997 presentation.
NOTE C - MORTGAGE NOTES PAYABLE
The principle terms of the mortgage notes payable are as follows (in thousands):
<TABLE>
<CAPTION>
Principal Monthly Principal
Balance At Interest Stated Balance
December 31, Only Interest Maturity Due At
Property 1997 Payment Rate Date Maturity
<S> <C> <C> <C> <C> <C>
Ski Lodge $ 6,800 $ 42 7.33% 11/01/03 $ 6,800
Panorama Terrace II 1,450 9 7.33% 11/01/03 1,450
(formerly known as
Rocky Ridge)
Place du Plantier 3,800 23 7.33% 11/01/03 3,800
Fairway View I 4,000 24 7.33% 11/01/03 4,000
Colony at Kenilworth 7,985 49 7.33% 11/01/03 7,985
Alpine Village 2,100 13 7.33% 11/01/03 2,100
$ 26,135 $ 160
</TABLE>
The mortgage notes payable are nonrecourse and are secured by pledge of the
Partnership's properties and by pledge of revenues from the respective rental
properties. The notes include prepayment penalties if repaid prior to maturity.
On September 30, 1996, the Managing General Partner refinanced the mortgages on
all of the Partnership's investment properties. The mortgages were refinanced
into short-term temporary loans at 8% interest. During the fourth quarter of
1996, the Partnership entered into permanent refinancing on all of the
properties effective November 1, 1996, with an interest rate of 7.33%.
The refinancing of Panorama Terrace II Apartments replaced indebtedness of
approximately $1,496,000 with a new mortgage in the amount of $1,450,000. The
Partnership paid a prepayment premium of approximately $15,000 and wrote off
unamortized loan costs of approximately $18,000 resulting in an extraordinary
loss on refinancing of approximately $33,000.
The refinancing of Place du Plantier replaced indebtedness of approximately
$2,358,000 with a new mortgage in the amount of $3,800,000. The Partnership
paid a prepayment premium of approximately $24,000 and wrote off unamortized
loan costs of approximately $2,000 resulting in an extraordinary loss on
refinancing of approximately $26,000.
The refinancing of Fairway View I replaced indebtedness of approximately
$2,357,000 with a new mortgage in the amount of $4,000,000. The Partnership
paid a prepayment premium of approximately $24,000 and wrote off loan costs of
approximately $2,000 resulting in an extraordinary loss on refinancing of
approximately $26,000.
The refinancing of Colony at Kenilworth replaced indebtedness of approximately
$7,924,000 with a short-term loan in the amount of $9,000,000. The permanent
refinancing for Colony at Kenilworth was for $7,985,000. The Partnership paid a
prepayment premium of approximately $193,000 and wrote off loan costs of
approximately $36,000 resulting in an extraordinary loss on refinancing of
approximately $229,000.
The refinancing of Alpine Village replaced indebtedness of approximately
$1,895,000 with a new mortgage of $2,100,000. The Partnership paid a prepayment
premium of approximately $19,000 and wrote off unamortized loan costs of
approximately $22,000 resulting in an extraordinary loss on refinancing of
approximately $41,000.
The Managing General Partner secured a mortgage for Ski Lodge Apartments in the
amount of $6,800,000.
Scheduled principal payments on the mortgage notes payable subsequent to
December 31, 1997, are as follows (in thousands):
1998 $ --
1999 --
2000 --
2001 --
2002 --
Thereafter 26,135
$26,135
NOTE D - INCOME TAXES
The Partnership files its tax return on an accrual basis and has computed
depreciation for tax purposes using accelerated methods, which are not in
accordance with generally accepted accounting principles. A reconciliation of
the net (loss) income per the financial statements to the net taxable income to
partners is as follows (in thousands, except unit data):
1997 1996
Net (loss) income as reported $ (538) $ 303
Tax depreciation less than
financial statement depreciation 205 24
Prepaid rent 48 45
Interest capitalized for income
tax reporting 133 24
Other 135 44
Federal taxable (loss) income $ (17) $ 440
Federal taxable (loss) income
per limited partnership unit $ (.15) $ 3.97
The following is a reconciliation between the Partnership's reported amounts and
Federal tax basis of net assets (in thousands):
Net assets as reported $ 1,469
Land and buildings (2,188)
Accumulated depreciation (10,358)
Syndication and distribution costs 6,295
Prepaid rent 94
Net assets - Federal tax basis $ (4,688)
NOTE E - TRANSACTIONS WITH AFFILIATED PARTIES
The Partnership has no employees and is dependent on the Managing General
Partner and its affiliates for the management and administration of all
partnership activities. The Partnership Agreement provides for payments to
affiliates for services and as reimbursement of certain expenses incurred by
affiliates on behalf of the Partnership.
NPI Equity Investments, Inc. ("NPI Equity" or the "Managing General Partner") is
the general partner of the Partnership. NPI Equity was a wholly owned subsidiary
of National Property Investors, Inc. ("NPI") until December 31, 1996, at which
time Insignia Properties Trust ("IPT"), an affiliate of Insignia Financial
Group, Inc. ("Insignia") acquired the stock of NPI Equity.
Pursuant to a series of transactions which closed during 1996, affiliates of
Insignia acquired all of the issued and outstanding shares of stock of NPI
Equity and NPI. In connection with these transactions, affiliates of Insignia
appointed new officers and directors of NPI Equity and NPI. An affiliate of
Insignia owns 48,003 units or approximately 43.8% of the total limited
partnership units.
The following transactions with affiliates of Insignia, NPI, and affiliates of
NPI were incurred in 1997 and 1996 (in thousands):
1997 1996
Property management fees (included in operating
expenses) $ 508 $ 520
Reimbursement for services of affiliates, including
$205,000 and $47,000 of construction services
reimbursements in 1997 and 1996, respectively
(included in general and administrative expenses,
operating expenses, and investment properties) 443 295
In addition, during the year ended December 31, 1996, the Partnership paid
approximately $292,000 to affiliates of the Managing General Partner for
brokerage fees and reimbursements incurred in connection with the refinancings
of the Partnership's investment properties. These charges have been
capitalized as loan costs and will be amortized over the life of the loans.
For services relating to the administration of the Partnership and operation of
the Partnership's properties, the Managing General Partner is entitled to
receive payment for non-accountable expenses up to a maximum of $150,000 per
year, based upon the number of Partnership units sold, subject to certain
limitations. The Managing General Partner was entitled to receive approximately
$139,000 in 1997 and $150,000 in 1996.
For the period from January 19, 1996, to August 31, 1997, the Partnership
insured its properties under a master policy through an agency and insurer
unaffiliated with the Managing General Partner. An affiliate of the Managing
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 Managing 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 Managing General Partner by
virtue of the agent's obligations is not significant.
NPI Equity is entitled to receive 1% of the distributions of cash from
operations, sales, and refinancings and an allocation of 1% of the net income or
loss of the Partnership. NPI Equity received distributions of $16,000 and
$106,000 for the years ended December 31, 1997 and 1996.
NPI Equity has established a revolving credit facility (the "Partnership
Revolver") to be used to fund deferred maintenance and working capital needs of
the National Property Investors Partnership Series. The maximum draw available
to the Partnership under the Partnership Revolver is $500,000. Loans under the
Partnership Revolver will have a term of 365 days, be unsecured and bear
interest at the rate of 2% per annum in excess of the prime rate announced from
time to time by Chemical Bank, N.A. The maturity date of such borrowing will be
accelerated in the event of: (1) the removal of the Managing General Partner
(whether or not For Cause, as defined in the Partnership Agreement); (ii) the
sale or refinancing of a property by the Partnership, or; (iii) the liquidation
of the Partnership. The Partnership has not borrowed under the Partnership
Revolver, to date.
Upon the sale of the Partnership's property, NPI Equity will be entitled to an
Incentive Compensation Fee equal to a declining percentage of the difference
between the total amount distributed to limited partners and the appraised value
of their investment at February 1, 1992. The percentage amount to be realized
by NPI Equity, if any, will be dependent upon the year in which the property is
sold. Payment of the Incentive Compensation Fee is subordinated to the receipt
by the limited partners, of: (a) distributions from capital transaction proceeds
of an amount equal to their appraised investment in the Partnership at February
1, 1992; and (b) distributions from all sources (capital transactions as well
as cash flow) of an amount equal to six percent (6%) per annum cumulative, non-
compounded, on their appraised investment in the Partnership at February 1,
1992.
NOTE F - INVESTMENT PROPERTIES AND ACCUMULATED DEPRECIATION (IN THOUSANDS)
<TABLE>
<CAPTION>
Initial Cost
To Partnership
Buildings Cost
and Related Capitalized
Personal Subsequent to
Description Encumbrances Land Property Acquisition
<S> <C> <C> <C> <C>
Ski Lodge $ 6,800 $ 672 $ 11,587 $ 2,852
Panorama Terrace II 1,450 323 2,972 1,161
Place du Plantier 3,800 840 7,773 1,962
Fairway View I 4,000 762 7,048 1,442
Colony at Kenilworth 7,985 1,306 13,187 5,290
Alpine Village 2,100 359 3,515 1,319
Totals $ 26,135 $ 4,262 $ 46,082 $ 14,026
</TABLE>
<TABLE>
<CAPTION>
Gross Amount At Which Carried
At December 31, 1997
Buildings
And Related
Personal Accumulated Year Of Date Depreciable
Description Land Property Total Depreciation Construction Acquired Life-Years
<S> <C> <C> <C> <C> <C> <C> <C>
Ski Lodge $ 676 $ 14,435 $ 15,111 $ 10,098 1977 7/84 5-27.5
Panorama Terrace II 330 4,126 4,456 2,785 1973 10/84 5-27.5
Place du Plainter 844 9,731 10,575 6,600 1974 5/84 5-27.5
Fairway View I 767 8,485 9,252 5,937 1974 5/84 5-27.5
Colony at Kenilworth 1,366 18,417 19,783 13,040 1967 3/84 5-27.5
Alpine Village 366 4,827 5,193 3,119 1972 10/84 5-27.5
Totals $ 4,349 $ 60,021 $ 64,370 $ 41,579
</TABLE>
Reconciliation of "Investment Properties and Accumulated Depreciation":
Years Ended December 31,
1997 1996
Investment Properties
Balance at beginning of year $ 62,224 $ 61,067
Property improvements and
replacements 2,582 1,288
Disposals of property (436) (131)
Balance at end of year $ 64,370 $ 62,224
Accumulated Depreciation
Balance at beginning of year $ 39,163 $ 36,599
Additions charged to expense 2,700 2,669
Disposals of property (284) (105)
Balance at end of year $ 41,579 $ 39,163
The aggregate cost of the real estate for Federal income tax purposes at
December 31, 1997 and 1996, is $62,777,000 and $60,067,000. The accumulated
depreciation taken for Federal income tax purposes at December 31, 1997 and
1996, is $47,393,000 and $45,018,000.
NOTE G - TENANT-IN-COMMON PROPERTY
The Partnership currently owns the Village, as a tenant-in-common with National
Property Investors 5 ("NPI 5"), an affiliated public limited partnership. NPI 5
acquired a 24.028% undivided interest with the Partnership owning the remaining
75.972%. Effective December 31, 1997, the property is accounted for under the
equity method of accounting (see "Note A"). At December 31, 1997, the
Partnership's investment account had a balance of $102,000.
The condensed balance sheet of the Village at December 31, 1997, is summarized
as follows (in thousands):
December 31,
1997
Assets
Investment property, net $ 9,999
Other assets 1,472
Total $ 11,471
Liabilities and Partners' Capital
Mortgage note payable $ 10,909
Other liabilities 506
Partners capital 56
Total $ 11,471
Condensed statements of operations of the Village for the years ended December
31, 1997 and 1996 are as follows (in thousands):
Year Ended December 31,
1997 1996
Total revenues $ 4,671 $ 4,559
Operating and other expenses 2,808 2,487
Depreciation 778 745
Mortgage interest 988 1,000
Total expenses 4,574 4,232
Net income $ 97 $ 327
NOTE H - DISTRIBUTIONS
In December 1997, the Partnership distributed approximately $1,561,000 of cash
from operations to its partners with approximately $1,545,000 being paid to the
limited partners ($14.10 per limited partnership unit) and approximately $16,000
being paid to the Managing General Partner.
In December 1996, the Partnership declared a distribution of approximately
$10,621,000 payable to the partners. The distribution was paid in January 1997,
with approximately $10,515,000 being paid to the limited partners ($95.94 per
limited partnership unit) and approximately $106,000 being paid to the Managing
General Partner. The distribution represented net proceeds from the mortgage
refinancings, as discussed in "Note C", and cash from operations.
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANT ON ACCOUNTING AND
FINANCIAL DISCLOSURES
There were no disagreements with Imowitz Koenig & Co., LLP regarding the 1997 or
1996 audits of the Partnership's financial statements.
PART III
ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS,
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT.
The names and ages of, as well as the positions and offices held by, the
executive officers and directors of NPI Equity Investments, Inc. ("NPI Equity"
or the "Managing General Partner"), 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 and
Treasurer
Martha L. Long 38 Controller
Robert D. Long, Jr. 30 Vice President
Daniel M. LeBey 32 Vice President and
Secretary
Kelley M. Buechler 40 Assistant Secretary
William H. Jarrard, Jr. has been President and Director of the Managing General
Partner since January 1996. He has acted as Senior Vice President of Insignia
Properties Trust ("IPT"), parent of the Managing General Partner, since May
1997. Mr. Jarrard previously acted as Managing Director - Partnership
Administration of Insignia Financial Group Inc. ("Insignia") from January 1991
through September 1997 and served as Managing Director - Partnership
Administration and Asset Management of Insignia from July 1994 until January
1996.
Ronald Uretta has been Vice President and Treasurer of the Managing General
Partner since January 1996 and Insignia's Treasurer since January 1992. Since
August 1996, he has also served as Insignia's Chief Operating Officer. He has
also served as Insignia's Secretary from January 1992 to June 1996 and as
Insignia's Chief Financial Officer from January 1992 to August 1996.
Martha L. Long has been Controller of the Managing General Partner since
December 1996 and Senior Vice President - Finance and Controller of Insignia
since January 1997. In June 1994, Ms. Long joined Insignia as its Controller,
and was promoted to Senior Vice President - Finance in January 1997. Prior to
that time, she was Senior Vice President and Controller of the First Savings
Bank, in Greenville, SC.
Robert D. Long, Jr. has been Vice President of the Managing General Partner
since 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 and 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.
Daniel M. LeBey has been Vice President and Secretary of the Managing General
Partner since January 29, 1998 and Insignia's Assistant Secretary since April
30, 1997. Since July 1996 he has also served as Insignia's Associate General
Counsel. From September 1992 until June 1996, Mr. LeBey was an attorney with
the law firm of Alston & Bird LLP, Atlanta, Georgia.
Kelley M. Buechler has been Assistant Secretary of the Managing General Partner
since June 1996 and Assistant Secretary of Insignia since 1991.
ITEM 10. EXECUTIVE COMPENSATION
No direct form of compensation or remuneration was paid by the Partnership to
any officer or director of the Managing General Partner. The Partnership has no
plan, nor does the Partnership presently propose a plan, which will result in
any remuneration being paid to any officer or director upon termination of
employment. However, reimbursements and other payments have been made to the
Partnership's Managing General Partner and its affiliates, as described in "Item
12" below.
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information regarding limited partnership
units of the Partnership owned by each person who is known by the Partnership to
own beneficially or exercise voting or dispositive control over more than 5% of
the Partnership's limited partnership units, by each of the directors and by all
directors and executive officers of the Managing General Partner as a group as
of January 1, 1998.
Name and address of Amount of nature of
Beneficial Owner Beneficial Owner % of Class
Insignia Properties, LP 48,003 43.8
One Insignia Financial Plaza
Greenville, SC 29602
All directors and executive
officers as a group (six persons) -- --
On January 19, 1996, Insignia NPI, LLC ("Insignia LLC"), an affiliate of
Insignia, acquired 47,624 limited partnership units (approximately 43.5% of the
total outstanding partnership units of the Partnership) from DeForest Ventures
II, L.P., the entity which made tender offers for units in 1994 and 1995.
Insignia LLC subsequently transferred these units to Insignia Properties L.P.
("IPLP"), an affiliate of Insignia.
As a result of its ownership of 48,003 limited partnership units, Insignia
Properties, L.P. ("Insignia LP") could be in a position to significantly
influence all voting decisions with respect to the Partnership. Under the
Partnership Agreement, unitholders holding a majority of the Units are entitled
to take action with respect to a variety of matters. When voting on matters,
Insignia LP would in all likelihood vote the Units it acquired in a manner
favorable to the interest of the Managing General Partner because of its
affiliation with the Managing General Partner. However, Insignia LP has agreed
for the benefit of non-tendering unitholders that it would vote its Units
acquired from DeForest II (i) against any proposal to increase the fees and
other compensation payable by the Partnership to the Managing General Partner or
to affiliates; and (ii) on all other matters submitted by it or its affiliates,
in proportion to the votes cast by non-tendering unitholders. Except for the
foregoing, no other limitations are imposed on Insignia LP's right to vote each
Unit acquired.
There are no arrangements known to the Managing General Partner, which may, at a
subsequent date, result in a change in control of the Partnership.
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
No transactions have occurred between the Partnership and any officer or
director of NPI Equity.
The Partnership has no employees and is dependent on the Managing General
Partner and its affiliates for the management and administration of all
partnership activities. The Partnership Agreement provides for payments to
affiliates for services and as reimbursement of certain expenses incurred by
affiliates on behalf of the Partnership.
NPI Equity Investments, Inc. ("NPI Equity") is the general partner of the
Partnership. NPI Equity was a wholly owned subsidiary of National Property
Investors, Inc. ("NPI") until December 31, 1996, at which time IPT acquired the
stock of NPI Equity.
Pursuant to a series of transactions which closed during 1996, affiliates of
Insignia acquired all of the issued and outstanding shares of stock of NPI
Equity and NPI. In connection with these transactions, affiliates of Insignia
appointed new officers and directors of NPI Equity and NPI. On March 17, 1998,
Insignia entered into an agreement to merge its national residential property
management operations, and its controlling interest in Insignia Properties
Trust, with Apartment Investment and Management Company ("AIMCO"), a publicly
traded real estate investment trust. The closing, which is anticipated to
happen in the third quarter 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 General Partner of the
Partnership.
The following transactions with affiliates of Insignia, NPI, and affiliates of
NPI were incurred in 1997 and 1996 (in thousands):
1997 1996
Property management fees $ 508 $ 520
Reimbursement for services of affiliates, including
$205,000 and $47,000 of construction services
reimbursements in 1997 and 1996, respectively 443 295
In addition, during the year ended December 31, 1996, the Partnership paid
approximately $292,000 to affiliates of the Managing General Partner for
brokerage fees and reimbursements incurred in connection with the refinancings
of all of the Partnership's investment properties. These charges have been
capitalized as loan costs and will be amortized over the life of the loans.
For services relating to the administration of the Partnership and operation of
the Partnership's properties, the Managing General Partner is entitled to
receive payment for non-accountable expenses up to a maximum of $150,000 per
year, based upon the number of Partnership units sold, subject to certain
limitations. The Managing General Partner was entitled to receive approximately
$139,000 in 1997 and $150,000 in 1996.
For the period of January 19, 1996, to August 31, 1997, the Partnership insured
its properties under a master policy through an agency and insurer unaffiliated
with the Managing General Partner. An affiliate of the Managing 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
Managing 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 Managing General Partner by virtue of the
agent's obligations is not significant.
NPI Equity is entitled to receive 1% of the distributions of cash from
operations, sales, and refinancings and an allocation of 1% of the net income or
loss of the Partnership. NPI Equity received distributions of $16,000 and
$106,000 for the years ended December 31, 1997 and 1996. Upon the sale of all
properties and termination of the Partnership, the general partners may be
required to contribute certain funds to the Partnership in accordance with the
partnership agreement.
NPI Equity has established a revolving credit facility (the "Partnership
Revolver") to be used to fund deferred maintenance and working capital needs of
the National Property Investors Partnership Series. The maximum draw available
to the Partnership under the Partnership Revolver is $500,000. Loans under the
Partnership Revolver will have a term of 365 days, be unsecured and bear
interest at the rate of 2% per annum in excess of the prime rate announced from
time to time by Chemical Bank, N.A. The maturity date of such borrowing will be
accelerated in the event of: (1) the removal of the Managing General Partner
(whether or not For Cause, as defined in the Partnership Agreement); (ii) the
sale or refinancing of a property by the Partnership, or; (iii) the liquidation
of the Partnership. The Partnership has not borrowed under the Partnership
Revolver, to date.
Upon the sale of the Partnership's property, NPI Equity will be entitled to an
Incentive Compensation Fee equal to a declining percentage of the difference
between the total amount distributed to limited partners and the appraised value
of their investment at February 1, 1992. The percentage amount to be realized
by NPI Equity, if any, will be dependent upon the year in which the property is
sold. Payment of the Incentive Compensation Fee is subordinated to the receipt
by the limited partners, of: (a) distributions from capital transaction proceeds
of an amount equal to their appraised investment in the Partnership at February
1, 1992; and (b) distributions from all sources (capital transactions as well
as cash flow) of an amount equal to six percent (6%) per annum cumulative, non-
compounded, on their appraised investment in the Partnership at February 1,
1992.
An affiliate of Insignia owns 43.8% of the total limited partnership units of
the Partnership, as described in "Item 11" above.
ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits: See Exhibit Index contained herein.
(b) Reports on Form 8-K filed during the fourth quarter of 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.
NATIONAL PROPERTY INVESTORS 6
By: NPI EQUITY INVESTMENTS, INC.
Its Managing General Partner
By: /s/William H. Jarrard, Jr.
William H. Jarrard, Jr.
President and Director
Date:March 20,1998
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. President and Director Date: March 20, 1998
William H. Jarrard, Jr.
/s/Ronald Uretta Vice President and Date: March 20, 1998
Ronald Uretta Treasurer
NATIONAL PROPERTY INVESTORS 6
EXHIBIT INDEX
Exhibit Number Description of Exhibit
2.1 NPI, Inc. Stock Purchase Agreement, dated as of August
17, 1995, incorporated by reference to the
Partnership's Current Report on Form 8-K dated August
17, 1995.
2.2 Partnership Units Purchase Agreement dated as of August
17, 1995 incorporated by reference to Exhibit 2.1 to
Form 8-K filed by Insignia Financial Group, Inc.
("Insignia") with the Securities and Exchange
Commission on September 1, 1995.
2.3 Management Purchase Agreement dated as of August 17,
1995 incorporated by reference to Exhibit 2.2 to Form
8-K filed by Insignia with the Securities and Exchange
Commission on September 1, 1995.
3.4 (a) Agreement of Limited Partnership, incorporated by
reference to Exhibit A to the Prospectus of the
Partnership dated January 12, 1983, included in the
Partnership's Registration Statement on Form S-11 (Reg.
No. 2-80141).
(b) Amendments to the Agreement of Limited Partnership,
incorporated by reference to the Definitive Proxy
Statement of the Partnership dated April 3, 1991.
(c) Amendments to the Partnership Agreement,
incorporated by reference to the Statement Furnished in
Connection With The Solicitation of the Registrant
dated August 28, 1992.
10.13 Amended and Restated First Mortgage Note, dated
September 30, 1993, made by the Partnership for the
benefit of The Travelers Insurance Company, as it
pertains to The Village Apartments incorporated by
reference to the Partnership's Quarterly Report on Form
10-Q for the period ended September 30, 1993.
10.15 Multifamily Note dated September 30, 1996, by and
between the Partnership, with respect to Alpine Village
Apartments, and Lehman Brothers Holdings Inc., a
Delaware Corporation. (Incorporated by reference to the
Annual Report on Form 10-KSB for the year ended
December 31, 1996)
10.16 Amended and Restated Multifamily Note dated November 1,
1996, by and between the Partnership, with respect to
Alpine Village Apartments, and Lehman Brothers Holdings
Inc., a Delaware Corporation. (Incorporated by
reference to the Annual Report on Form 10-KSB for the
year ended December 31, 1996)
10.17 Multifamily Note dated September 30, 1996, by and
between the Partnership, with respect to Colony at
Kenilworth Apartments, and Lehman Brothers Holdings
Inc., a Delaware Corporation. (Incorporated by
reference to the Annual Report on Form 10-KSB for the
year ended December 31, 1996)
10.18 Amended and Restated Multifamily Note dated November 1,
1996, by and between the Partnership, with respect to
Colony at Kenilworth Apartments, and Lehman Brothers
Holdings Inc., a Delaware Corporation. (Incorporated by
reference to the Annual Report on Form 10-KSB for the
year ended December 31, 1996)
10.19 Multifamily Note dated September 30, 1996, by and
between the Partnership, with respect to Fairway View I
Apartments, and Lehman Brothers Holdings Inc., a
Delaware Corporation. (Incorporated by reference to the
Annual Report on Form 10-KSB for the year ended
December 31, 1996)
10.20 Amended and Restated Multifamily Note dated November 1,
1996, by and between the Partnership, with respect to
Fairway View I Apartments, and Lehman Brothers Holdings
Inc., a Delaware Corporation. (Incorporated by
reference to the Annual Report on Form 10-KSB for the
year ended December 31, 1996)
10.21 Multifamily Note dated September 30, 1996, by and
between the Partnership, with respect to Place du
Plantier Apartments, and Lehman Brothers Holdings Inc.,
Delaware Corporation. (Incorporated by reference to the
Annual Report on Form 10-KSB for the year ended
December 31, 1996)
10.22 Amended and Restated Multifamily Note dated November 1,
1996, by and between the Partnership, with respect to
Place du Plantier Apartments, and Lehman Brothers
Holdings Inc., a Delaware Corporation. (Incorporated by
reference to the Annual Report on Form 10-KSB for the
year ended December 31, 1996)
10.23 Multifamily Note dated September 30, 1996, by and
between the Partnership, with respect to Panorama
Terrace II Apartments, and Lehman Brothers Holdings
Inc., a Delaware Corporation. (Incorporated by
reference to the Annual Report on Form 10-KSB for the
year ended December 31, 1996)
10.24 Amended and Restated Multifamily Note dated November 1,
1996, by and between the Partnership, with respect to
Panorama Terrace II Apartments, and Lehman Brothers
Holdings Inc., a Delaware Corporation. (Incorporated by
reference to the Annual Report on Form 10-KSB for the
year ended December 31, 1996)
10.25 Multifamily Note dated September 30, 1996, by and
between the Partnership, with respect to Ski Lodge
Apartments, and Lehman Brothers Holdings Inc., a
Delaware Corporation. (Incorporated by reference to the
Annual Report on Form 10-KSB for the year ended
December 31, 1996)
10.26 Amended and Restated Multifamily Note dated November 1,
1996, by and between the Partnership, with respect to
Ski Lodge Apartments, and Lehman Brothers Holdings
Inc., a Delaware Corporation. (Incorporated by
reference to the Annual Report on Form 10-KSB for the
year ended December 31, 1996)
27 Financial Data Schedule.
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from
National Property Investors 6 1997 Year-End 10-KSB and is qualified
in its entirety by reference to such 10-KSB filing.
</LEGEND>
<CIK> 0000708870
<NAME> National Property Investors 6
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> DEC-31-1997
<CASH> 2,329
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0<F1>
<PP&E> 64,370
<DEPRECIATION> 41,579
<TOTAL-ASSETS> 28,403
<CURRENT-LIABILITIES> 0<F1>
<BONDS> 26,135
0
0
<COMMON> 0
<OTHER-SE> 1,469
<TOTAL-LIABILITY-AND-EQUITY> 28,403
<SALES> 0
<TOTAL-REVENUES> 10,493
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 11,105
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 2,059
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (538)
<EPS-PRIMARY> (4.86)<F2>
<EPS-DILUTED> 0
<FN>
<F1>Registrant has an unclassified balance sheet.
<F2>Multiplier is 1.
</FN>
</TABLE>
