<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the Quarterly Period Ended SEPTEMBER 30, 1999
Commission File Number 0-13112
REAL ESTATE ASSOCIATES LIMITED VI
(A California Limited Partnership)
I.R.S. Employer Identification No. 95-3778627
9090 WILSHIRE BLVD., SUITE 201
BEVERLY HILLS, CA. 90211
Registrant's Telephone Number,
Including Area Code (310) 278-2191
Indicate by check mark whether the registrant (1) has filed all documents and
reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding twelve 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 [ ]
<PAGE> 2
REAL ESTATE ASSOCIATES LIMITED VI
(A CALIFORNIA LIMITED PARTNERSHIP)
INDEX TO FORM 10-Q
FOR THE QUARTER ENDED SEPTEMBER 30, 1999
<TABLE>
<CAPTION>
PART I. FINANCIAL INFORMATION
<S> <C>
Item 1. Financial Statements
Consolidated Balance Sheets,
September 30, 1999 and December 31, 1998 .................... 1
Consolidated Statements of Operations,
Nine and Three Months Ended, September 30, 1999 and 1998..... 2
Consolidated Statement of Partners' Equity (Deficiency)
Nine Months Ended September 30, 1999 ........................ 3
Consolidated Statements of Cash Flows
Nine Months Ended September 30, 1999 and 1998 ............... 4
Notes to Consolidated Financial Statements ........................ 5
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operation ................................ 13
PART II. OTHER INFORMATION
Item 1. Legal Proceedings..................................................... 17
Item 6. Exhibits and Reports on Form 8-K ..................................... 17
Signatures .................................................................... 18
</TABLE>
<PAGE> 3
REAL ESTATE ASSOCIATES LIMITED VI
(A CALIFORNIA LIMITED PARTNERSHIP)
BALANCE SHEETS
SEPTEMBER 30, 1999 AND DECEMBER 31, 1998
ASSETS
<TABLE>
<CAPTION>
1999
(Unaudited) 1998
----------- ----------
<S> <C> <C>
INVESTMENTS IN LIMITED PARTNERSHIPS (Note 2) $ 501,330 $ 500,744
CASH AND CASH EQUIVALENTS (Note 1) 3,436,842 5,477,969
CASH DUE FROM ESCROW (Note 1) -- 1,397,081
OTHER ASSETS 71,085 50,985
---------- ----------
TOTAL ASSETS $4,009,257 $7,426,779
========== ==========
LIABILITIES AND PARTNERS' EQUITY
LIABILITIES:
Notes payable and amounts due for partnership
interests (Notes 4 and 7) $1,765,000 $1,765,000
Accrued interest payable (Notes 4 and 7) 1,919,784 1,817,184
Accounts payable (Note 2) 1,538 208,460
---------- ----------
3,686,322 3,790,644
---------- ----------
COMMITMENTS AND CONTINGENCIES (Notes 5 and 6)
PARTNERS' EQUITY (DEFICIENCY):
General partners (347,960) (314,828)
Limited partners 670,895 3,950,963
---------- ----------
322,935 3,636,135
---------- ----------
TOTAL LIABILITIES AND PARTNERS' DEFICIENCY $4,009,257 $7,426,779
========== ==========
</TABLE>
The accompanying notes are an integral part of these consolidated
financial statements.
1
<PAGE> 4
REAL ESTATE ASSOCIATES LIMITED VI
(A CALIFORNIA LIMITED PARTNERSHIP)
CONSOLIDATED STATEMENTS OF OPERATIONS
NINE AND THREE MONTHS ENDED SEPTEMBER 30, 1999 AND 1998
(Unaudited)
<TABLE>
<CAPTION>
Nine months Three months Nine months Three months
ended ended ended ended
Sept 30, 1999 Sept 30, 1999 Sept 30, 1998 Sept 30, 1998
------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
RENTAL OPERATIONS:
Revenues $ -- $ -- $ 846,121 $ 291,741
-------- -------- ----------- ---------
Expenses:
General and administrative -- -- 67,721 23,135
Operating -- -- 299,713 106,408
Depreciation and amortization (Note 1) -- -- 130,844 43,615
Interest -- -- 363,465 121,155
--------- -------- ----------- ---------
-- -- 861,743 294,313
--------- -------- ----------- ---------
LOSS FROM RENTAL OPERATIONS -- -- (15,622) (2,572)
--------- -------- ----------- ---------
PARTNERSHIP OPERATIONS:
Interest income 97,398 39,019 221,728 71,797
--------- -------- ----------- ---------
Expenses:
Management fees - general partner (Note 5) 332,946 110,982 376,668 125,556
General and administrative (Notes 2 and 5) 268,028 47,670 573,642 202,674
Interest 102,600 34,200 400,275 133,425
--------- -------- ----------- ---------
703,574 192,852 1,350,585 461,655
--------- -------- ----------- ---------
LOSS FROM PARTNERSHIP OPERATIONS (606,176) (153,833) (1,128,857) (389,858)
--------- -------- ----------- ---------
EQUITY IN INCOME OF LIMITED
PARTNERSHIPS AND AMORTIZATION
OF ACQUISITION COSTS 39,000 13,000 546,000 182,000
DISTRIBUTIONS FROM LIMITED
PARTNERSHIPS RECOGNIZED AS
INCOME (Note 2) 51,057 5,444 123,291 47,462
--------- -------- ----------- ---------
NET LOSS $(516,119) $(135,389) $ (475,188) $(162,968)
========= ======== =========== =========
NET LOSS PER LIMITED PARTNERSHIP
INTEREST (Note 1) $ (31) $ (8) $ (28) $ (10)
========= ======== =========== =========
</TABLE>
The accompanying notes are an integral part of these consolidated
financial statements.
2
<PAGE> 5
REAL ESTATE ASSOCIATES LIMITED VI
(A CALIFORNIA LIMITED PARTNERSHIP)
CONSOLIDATED STATEMENTS OF PARTNERS' EQUITY
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1999
(Unaudited)
<TABLE>
<CAPTION>
General Limited
Partners Partners Total
-------- ------------ -----------
<S> <C> <C> <C>
PARTNERSHIP INTERESTS 16,792
===========
DEFICIENCY,
January 1, 1999 $(314,828) $ 3,950,963 $ 3,636,135
Distributions (27,971) (2,769,110) (2,797,081)
Net loss for the nine months
ended September 30, 1999 (5,161) (510,958) (516,119)
--------- ----------- -----------
DEFICIENCY,
September 30, 1999 $(347,960) $ 670,895 $ 322,935
========= =========== ===========
</TABLE>
The accompanying notes are an integral part of these consolidated
financial statements.
3
<PAGE> 6
REAL ESTATE ASSOCIATES LIMITED VI
(A CALIFORNIA LIMITED PARTNERSHIP)
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1999 AND 1998
(Unaudited)
<TABLE>
<CAPTION>
1999 1998
----------- ----------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (516,119) $ (475,188)
Adjustments to reconcile net loss to net
cash used in operating activities:
Equity in income of limited partnerships
and amortization of acquisition costs (39,000) (546,000)
Depreciation and amortization -- 130,844
Increase in other assets (20,100) (67,912)
Increase in accrued interest payable 102,600 315,815
Decrease in accounts payable (206,922) (5,443)
----------- ----------
Net cash used in operating activities (679,541) (647,884)
----------- ----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Distributions from limited partnerships recognized
as a return of capital 38,414 102,092
Sales proceeds 1,397,081 --
----------- ----------
Net cash provided by investing activities 1,435,495 102,092
----------- ----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Distributions to partners (2,797,081) --
----------- ----------
NET DECREASE IN CASH AND CASH EQUIVALENTS (2,041,127) (545,792)
CASH AND CASH EQUIVALENTS, beginning of period 5,477,969 6,611,690
----------- ----------
CASH AND CASH EQUIVALENTS, end of period $ 3,436,842 $6,065,898
=========== ==========
SUPPLEMENTAL DISCLOSURE OF
SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid during the period for interest $ -- $ 447,925
=========== ==========
</TABLE>
The accompanying notes are an integral part of these consolidated
financial statements.
4
<PAGE> 7
REAL ESTATE ASSOCIATES LIMITED VI
(A CALIFORNIA LIMITED PARTNERSHIP)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 1999
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
GENERAL
The information contained in the following notes to the financial statements is
condensed from that which would appear in the audited annual financial
statements; accordingly, the financial statements included herein should be
reviewed in conjunction with the financial statements and related notes thereto
contained in the annual report for the year ended December 31, 1998 prepared by
Real Estate Associates Limited VI and Subsidiaries (the "Partnership").
Accounting measurements at interim dates inherently involve greater reliance on
estimates than at year end. The results of operations for the interim periods
presented are not necessarily indicative of the results for the entire year.
In the opinion of the Partnership, the accompanying unaudited financial
statements contain all adjustments (consisting primarily of normal recurring
accruals) necessary to present fairly the financial position of the Partnership
at September 30, 1999 and the results of operations for the nine and three
months then ended and changes in cash flows for the nine months then ended.
The general partners have a 1 percent interest in profits and losses of the
Partnership. The limited partners have the remaining 99 percent interest which
is allocated in proportion to their respective individual investments. National
Partnership Investments Corp. (NAPICO) is the corporate general partner of the
Partnership. Casden Properties Inc. owns a 95.25% economic interest in NAPICO,
with the balance owned by Casden Investment Corporation ("CIC"). CIC, which is
wholly owned by Alan I. Casden, owns 95% of the voting common stock of NAPICO.
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 reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
reported amounts of revenues and expenses during the reporting period. Actual
results could differ from those estimates.
5
<PAGE> 8
REAL ESTATE ASSOCIATES LIMITED VI
(A CALIFORNIA LIMITED PARTNERSHIP)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
SEPTEMBER 30, 1999
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
PRINCIPLES OF CONSOLIDATION
The consolidated financial statements include the accounts of Real Estate
Associates Limited VI and its majority-owned general partnership. All
significant intercompany accounts and transactions have been eliminated in
consolidation.
RENTAL PROPERTY AND DEPRECIATION
Rental property was stated at cost. Depreciation was provided on the
straight-line and accelerated methods over the estimated useful lives of the
buildings and equipment. The estimated useful lives for depreciation were as
follows:
Buildings 25 years
Equipment 3 to 5 years
Substantially all of the apartment units were leased on a month-to-month basis.
On December 30, 1998, the Partnership sold the general partnership interest
which owned the rental property.
METHOD OF ACCOUNTING FOR INVESTMENT IN THE UNCONSOLIDATED LIMITED PARTNERSHIPS
The investments in unconsolidated limited partnerships are accounted for on the
equity method. Acquisition, selection and other costs related to the acquisition
of the projects are capitalized as part of the investment account and are being
amortized on a straight line basis over the estimated lives of the underlying
assets, which is generally 30 years.
CASH AND CASH EQUIVALENTS
Cash and cash equivalents consist of unrestricted cash and bank certificates of
deposit with maturities of three months or less. Restricted cash consist of
tenants' security and escrow deposits and mortgage impounds. The Partnership has
its cash and cash equivalents on deposit primarily with two high credit quality
financial institutions. Such cash and cash equivalents are in excess of the FDIC
insurance limit.
6
<PAGE> 9
REAL ESTATE ASSOCIATES LIMITED VI
(A CALIFORNIA LIMITED PARTNERSHIP)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
SEPTEMBER 30, 1999
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
NET LOSS PER LIMITED PARTNERSHIP INTEREST
Net loss per limited partnership interest was computed by dividing the limited
partners' share of net loss by the number of limited partnership interests
outstanding during the year. The number of limited partnership interests was
16,792 for the periods presented.
INCOME TAXES
No provision has been made for income taxes in the accompanying financial
statements since such taxes, if any, are the liability of the individual
partners.
IMPAIRMENT OF LONG-LIVED ASSETS
The Partnership reviews long-lived assets to determine if there has been any
permanent impairment whenever events or changes in circumstances indicate that
the carrying amount of the asset may not be recoverable. If the sum of the
expected future cash flows is less than the carrying amount of the assets, the
Partnership recognizes an impairment loss.
NOTE 2 - INVESTMENTS IN LIMITED PARTNERSHIPS
The Partnership holds limited partnership interests in 20 limited partnerships
as of September 30, 1999, after selling its interests in 10 limited
partnerships. In addition, the Partnership holds a general partner interest in
REA III, which in turn, holds limited partner interests in 3 additional limited
partnerships. In total, therefore, the Partnership holds interests, either
directly or indirectly through REA III, in 23 partnerships which owned as of
September 30, 1999, residential low income rental projects consisting of 1,369
apartment units. The mortgage loans of these projects are payable to or insured
by various governmental agencies.
The Partnership, as a limited partner, is entitled to between 90 percent and 99
percent of the profits and losses of the limited partnerships it has invested in
directly. The Partnership is also entitled to 99.9 percent of the profits and
losses of REA III. REA III holds a 99 percent interest in each of the limited
partnerships in which it has invested.
Equity in losses of unconsolidated limited partnerships is recognized in the
financial statements until the limited partnership investment account is reduced
to a zero balance or to a negative
7
<PAGE> 10
REAL ESTATE ASSOCIATES LIMITED VI
(A CALIFORNIA LIMITED PARTNERSHIP)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
SEPTEMBER 30, 1999
NOTE 2 - INVESTMENTS IN LIMITED PARTNERSHIP (CONTINUED)
amount equal to further capital contributions required. Losses incurred after
the limited partnership investment account is reduced to zero are not
recognized.
Distributions from the unconsolidated limited partnerships are accounted for as
a return of capital until the investment balance is reduced to zero. Subsequent
distributions received are recognized as income.
The following is a summary of the investment in unconsolidated limited
partnerships for the nine months ended September 30, 1999:
<TABLE>
<S> <C>
Balance, beginning of period $500,744
Equity in income of limited partnerships 51,000
Distribution recognized as a return of capital (38,414)
Amortization of acquisition costs (12,000)
--------
Balance, end of period $501,330
========
</TABLE>
The following are unaudited combined estimated statements of operations for the
nine and three months ended September 30, 1999 and 1998 of the unconsolidated
limited partnerships in which the Partnership has investments:
<TABLE>
<CAPTION>
Nine months Three months Nine months Three months
ended ended ended ended
Sept. 30, 1999 Sept. 30, 1999 Sept. 30, 1998 Sept. 30, 1998
-------------- -------------- -------------- --------------
<S> <C> <C> <C> <C>
REVENUES:
Rental and other $7,434,000 $2,478,000 $10,460,000 $5,230,000
---------- ---------- ----------- ----------
EXPENSES:
Depreciation 1,476,000 492,000 1,796,000 898,000
Interest 2,058,000 686,000 2,578,000 1,289,000
Operating expenses 4,344,000 1,448,000 7,058,000 3,529,000
---------- ---------- ----------- ----------
Total expenses 7,878,000 2,626,000 11,432,000 5,716,000
---------- ---------- ----------- ----------
Net loss $ (444,000) $ (148,000) $ (972,000) $ (486,000)
========== ========== =========== ==========
</TABLE>
8
<PAGE> 11
REAL ESTATE ASSOCIATES LIMITED VI
(A CALIFORNIA LIMITED PARTNERSHIP)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
SEPTEMBER 30, 1999
NOTE 2 - INVESTMENTS IN LIMITED PARTNERSHIP (CONTINUED)
NAPICO, or one of its affiliates, is the general partner and property management
agent for certain of the limited partnerships included above.
Under recently adopted law and policy, the United States Department of Housing
and Urban Development ("HUD") has determined not to renew the Housing Assistance
Payment ("HAP") Contracts on a long term basis on the existing terms. In
connection with renewals of the HAP Contracts under such new law and policy, the
amount of rental assistance payments under renewed HAP Contracts will be based
on market rentals instead of above market rentals, which was generally the case
under existing HAP Contracts. The payments under the renewed HAP Contracts are
not expected to be in an amount that would provide sufficient cash flow to
permit owners of properties subject to HAP Contracts to meet the debt service
requirements of existing loans insured by the Federal Housing Administration of
HUD ("FHA") unless such mortgage loans are restructured. In order to address the
reduction in payments under HAP Contracts as a result of this new policy, the
Multi-family Assisted Housing Reform and Affordability Act of 1997 ("MAHRAA"),
which was adopted in October 1997, provides for the restructuring of mortgage
loans insured by the FHA with respect to properties subject to the Section 8
program. Under MAHRAA, an FHA-insured mortgage loan can be restructured into a
first mortgage loan which will be amortized on a current basis and a low
interest second mortgage loan payable to FHA which will only be payable on
maturity of the first mortgage loan. This restructuring results in a reduction
in annual debt service payable by the owner of the FHA-insured mortgage loan and
is expected to result in an insurance payment from FHA to the holder of the FHA-
insured loan due to the reduction in the principal amount. MAHRAA also phases
out project-based subsidies on selected properties serving families not located
in rental markets with limited supply, converting such subsidies to a
tenant-based subsidy.
MAHRAA provides that properties begin the restructuring process in federal
fiscal year 1999 (beginning October 1, 1998). On September 11, 1998, HUD issued
interim regulations implementing MAHRAA and final regulations are expected to be
issued in 1999. With respect to the local limited partnerships' expiring HAP
Contracts, it is expected that the HAP payments will be reduced or terminated
pursuant to the terms of MAHRAA.
When the HAP Contracts are subject to renewal, there can be no assurance that
the local limited partnerships in which the Partnership has an investment will
be permitted to restructure its mortgage indebtedness under MAHRAA. In addition,
the economic impact on the Partnership
9
<PAGE> 12
REAL ESTATE ASSOCIATES LIMITED VI
(A CALIFORNIA LIMITED PARTNERSHIP)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
SEPTEMBER 30, 1999
NOTE 2 - INVESTMENTS IN LIMITED PARTNERSHIP (CONTINUED)
of the combination of the reduced payments under the HAP Contracts and the
restructuring of the existing FHA-insured mortgage loans under MAHRAA is
uncertain.
As a result of the foregoing, the Partnership in 1997 undertook an extensive
review of disposition, refinancing or re-engineering alternatives for the
properties in which the limited partnerships have invested and are subject to
HUD mortgage and rental subsidy programs. The Partnership has incurred expenses
in connection with this review by various third party professionals, including
accounting, legal, valuation, structural and engineering costs, which amounted
to $520,586 through December 31, 1998, including approximately $321,000 for the
nine months ended September 30, 1998. Additional costs amounting to
approximately $88,000 were incurred in the first quarter of 1999. Accounts
payable at December 31, 1998 includes $112,000 of such costs.
On December 30, 1998, the Partnership sold its limited partnership interests in
10 local limited partnerships and its general partner interest in one local
general partnership to Affiliates of Casden Properties Inc. ("CPI Affiliates").
The sale resulted in cash proceeds to the Partnership of $1,397,081 and a net
gain of $7,497,969, after deducting selling costs. The cash proceeds were held
in escrow at December 31, 1998 and were collected in 1999. In March 1999, the
Partnership made cash distributions of $2,769,110 to the limited partners and
$27,971 to the general partners, primarily using proceeds from the sale of the
partnership interests.
CPI Affiliates purchased such limited partner interests for cash, which it
raised in connection with a private placement of its equity securities. The
purchase was subject to, among other things, (i) the purchase of the general
partner interests in the local limited partnerships by Casden Properties Inc.;
(ii) the approval of HUD and certain state housing finance agencies; and (iii)
the consent of the limited partners to the sale of the local limited partnership
interests held for investment by the Partnership.
In August 1998, a consent solicitation statement was sent to the limited
partners setting forth the terms and conditions of the purchase of the limited
partners' interests held for investment by the Partnership, together with
certain amendments to the Partnership Agreement and other disclosures of various
conflicts of interest in connection with the proposed transaction. Prior to the
sale of the partnership interests, the consents of the limited partners to the
sale and amendments to the Partnership Agreement were obtained.
10
<PAGE> 13
REAL ESTATE ASSOCIATES LIMITED VI
(A CALIFORNIA LIMITED PARTNERSHIP)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
SEPTEMBER 30, 1999
NOTE 3 - MORTGAGE NOTE PAYABLE
The mortgage note had an interest rate of 8.78 percent per annum, with principal
and interest payments due monthly. The note was assumed by the buyer in
connection with the sale of the general partner interest.
The note was collateralized by the underlying rental property.
NOTE 4 - NOTES PAYABLE
Certain of the Partnership's investments involved purchases of partnership
interests from partners who subsequently withdrew from the operating
partnership. The purchase of these interests provides for additional cash
payments of approximately $325,000 based upon specified events as outlined in
the purchase agreements. Such amounts have been recorded as liabilities. In
addition, the Partnership is obligated on non-recourse notes payable of
$1,440,000 which bear interest at 9.5 or 10 percent per annum and have principal
maturities ranging from December 1999 to December 2012. The Partnership was
relieved of notes payable in the amount of $4,030,000 in connection to the sale
of certain partnership interests in 1998.
The notes and related interest are payable from cash flow generated from
operations of the related rented properties as defined in the notes. These
obligations are collateralized by the Partnership's investments in the limited
partnerships. Unpaid interest is due at maturity of the notes.
NOTE 5 - MANAGEMENT FEES AND EXPENSES DUE TO GENERAL PARTNER
Under the terms of the Restated Certificate and Agreement of Limited
Partnership, the Partnership is obligated to NAPICO for an annual management fee
of approximately .4 percent of the original invested assets of the limited
partnerships. Invested assets are defined as the costs of acquiring project
interests, including the proportionate amount of the mortgage loans related to
the Partnership's interests in the capital accounts of the respective
partnerships. This fee was approximately $333,000 and $377,000 for the nine
months ended September 30, 1999 and 1998, respectively.
The Partnership reimburses NAPICO for certain expenses. The reimbursement to
NAPICO was approximately $31,000 and $39,000 for the nine months ended September
30, 1999 and 1998, respectively, and is included in general and administrative
expenses.
11
<PAGE> 14
REAL ESTATE ASSOCIATES LIMITED VI
(A CALIFORNIA LIMITED PARTNERSHIP)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
SEPTEMBER 30, 1999
NOTE 6 - CONTINGENCIES
On August 27, 1998, two investors holding an aggregate of eight units of limited
partnership interests in Real Estate Associates Limited III (an affiliated
partnership in which NAPICO is the managing general partner) and two investors
holding an aggregate of five units of limited partnership interest in the
Partnership commenced an action in the United States District Court for the
Central District of California against the Partnership, NAPICO and certain other
affiliated entities. The complaint alleges that the defendants breached their
fiduciary duty to the limited partners of certain NAPICO managed partnerships
and made materially false and misleading statements in the consent solicitation
statements sent to the limited partners of such partnerships relating to
approval of the transfer of partnership interests in limited partnerships,
owning certain of the properties, to CPI Affiliates. The plaintiffs seek
equitable relief, as well as compensatory damages and litigation related costs.
On August 4, 1999, one investor holding one unit of limited partnership interest
in Housing Programs Limited commenced a virtually identical action in the United
States District Court for the Central District of California against the
Partnership, NAPICO and certain other affiliated entities. The managing general
partner of such NAPICO managed partnerships and the other defendants believe
that the plaintiffs' claims are without merit and intend to contest the actions
vigorously.
The corporate general partner of the Partnership is involved in various lawsuits
and have also been named defendants in other lawsuits arising from transactions
in the ordinary course of business. In the opinion of management and the
corporate general partner, the claims will not result in any material liability
to the Partnership.
The Partnership has assessed the potential impact of the Year 2000 computer
systems issue on its operations. The Partnership believes that no significant
actions are required to be taken by the Partnership to address the issue and
that the impact of the Year 2000 computer systems issue will not materially
affect the Partnership's future operating results or financial condition.
NOTE 7 - FAIR VALUE OF FINANCIAL INSTRUMENTS
Statement of Financial Accounting Standards No. 107, "Disclosure about Fair
Value of Financial Instruments," requires disclosure of fair value information
about financial instruments. The carrying amount of assets and liabilities
reported on the balance sheets that require such disclosure approximates fair
value due to their short-term maturity.
12
<PAGE> 15
REAL ESTATE ASSOCIATES LIMITED VI
(A CALIFORNIA LIMITED PARTNERSHIP)
SEPTEMBER 30, 1999
ITEM 2. MANAGEMENT'S ANALYSIS AND DISCUSSION OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
LIQUIDITY AND CAPITAL RESOURCES
The Partnership's primary sources of funds include interest income on short term
investments and distributions from limited partnerships in which the Partnership
has invested. It is not expected that any of the local limited partnerships in
which the Partnership has invested will generate cash flow sufficient to provide
for distributions to limited partners in any material amount. The Partnership
made a distribution to investors on March 12, 1999, using proceeds from the
disposition of its investments in certain limited partnerships.
RESULTS OF OPERATIONS
Rental operations consist primarily of rental income and depreciation expense,
debt service, and normal operating expenses to maintain the properties.
Variances in rental operations from the prior year to the current year relate to
the sale of the Drexel Property.
Partnership revenues consist primarily of interest income earned on certificates
of deposit and other temporary investment of funds not required for investment
in local partnerships.
Operating expenses consist primarily of recurring general and administrative
expenses and professional fees for services rendered to the Partnership. In
addition, an annual Partnership management fee in an amount equal to .4 percent
of invested assets is payable to the corporate general partner.
The Partnership accounts for its investments in the local limited partnerships
on the equity method, thereby adjusting its investment balance by its
proportionate share of the income or loss of the local limited partnerships.
Losses incurred after the limited partnership investment account is reduced to
zero are not recognized in accordance with the equity accounting method.
Distributions received from limited partnerships are recognized as return of
capital until the investment balance has been reduced to zero or to a negative
amount equal to future capital contributions required. Subsequent distributions
received are recognized as income.
Except for certificates of deposit and money market funds, the Partnership's
investments are entirely from interests in other limited and general
partnerships owning government assisted projects. Funds temporarily not required
for such investments in projects are invested providing interest income as
reflected in the statement of operations. These funds can be converted to cash
13
<PAGE> 16
REAL ESTATE ASSOCIATES LIMITED VI
(A CALIFORNIA LIMITED PARTNERSHIP)
SEPTEMBER 30, 1999
ITEM 2. MANAGEMENT'S ANALYSIS AND DISCUSSION OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS (CONTINUED)
RESULTS OF OPERATIONS (CONTINUED)
to meet obligations as they arise. The Partnership intends to continue investing
available funds in this manner.
Under recently adopted law and policy, the United States Department of Housing
and Urban Development ("HUD") has determined not to renew the Housing Assistance
Payment ("HAP") Contracts on a long term basis on the existing terms. In
connection with renewals of the HAP Contracts under such new law and policy, the
amount of rental assistance payments under renewed HAP Contracts will be based
on market rentals instead of above market rentals, which was generally the case
under existing HAP Contracts. The payments under the renewed HAP Contracts are
not expected to be in an amount that would provide sufficient cash flow to
permit owners of properties subject to HAP Contracts to meet the debt service
requirements of existing loans insured by the Federal Housing Administration of
HUD ("FHA") unless such mortgage loans are restructured. In order to address the
reduction in payments under HAP Contracts as a result of this new policy, the
Multi-family Assisted Housing Reform and Affordability Act of 1997 ("MAHRAA"),
which was adopted in October 1997, provides for the restructuring of mortgage
loans insured by the FHA with respect to properties subject to the Section 8
program. Under MAHRAA, an FHA-insured mortgage loan can be restructured into a
first mortgage loan which will be amortized on a current basis and a low
interest second mortgage loan payable to FHA which will only be payable on
maturity of the first mortgage loan. This restructuring results in a reduction
in annual debt service payable by the owner of the FHA-insured mortgage loan and
is expected to result in an insurance payment from FHA to the holder of the FHA-
insured loan due to the reduction in the principal amount. MAHRAA also phases
out project-based subsidies on selected properties serving families not located
in rental markets with limited supply, converting such subsidies to a
tenant-based subsidy.
MAHRAA provides that properties begin the restructuring process in federal
fiscal year 1999 (beginning October 1, 1998). On September 11, 1998, HUD issued
interim regulations implementing MAHRAA and final regulations are expected to be
issued in 1999. With respect to the local limited partnerships' expiring HAP
Contracts, it is expected that the HAP payments will be reduced or terminated
pursuant to the terms of MAHRAA.
14
<PAGE> 17
REAL ESTATE ASSOCIATES LIMITED VI
(A CALIFORNIA LIMITED PARTNERSHIP)
SEPTEMBER 30, 1999
ITEM 2. MANAGEMENT'S ANALYSIS AND DISCUSSION OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS (CONTINUED)
RESULTS OF OPERATIONS (CONTINUED)
When the HAP Contracts are subject to renewal, there can be no assurance that
the local limited partnerships in which the Partnership has an investment will
be permitted to restructure its mortgage indebtedness under MAHRAA. In addition,
the economic impact on the Partnership of the combination of the reduced
payments under the HAP Contracts and the restructuring of the existing
FHA-insured mortgage loans under MAHRAA is uncertain.
As a result of the foregoing, the Partnership in 1997 undertook an extensive
review of disposition, refinancing or re-engineering alternatives for the
properties in which the limited partnerships have invested and are subject to
HUD mortgage and rental subsidy programs. The Partnership has incurred expenses
in connection with this review by various third party professionals, including
accounting, legal, valuation, structural and engineering costs, which amounted
to $520,586 through December 31, 1998, including approximately $321,000 for the
nine months ended September 30, 1998. Additional costs amounting to
approximately $88,000 were incurred in the first quarter of 1999. Accounts
payable at December 31, 1998 includes $112,000 of such costs.
On December 30, 1998, the Partnership sold its limited partnership interests in
10 local limited partnerships and its general partner interest in one local
general partnership to Affiliates of Casden Properties Inc. ("CPI Affiliates").
The sale resulted in cash proceeds to the Partnership of $1,397,081 and a net
gain of $7,497,969, after deducting selling costs. The cash proceeds were held
in escrow at December 31, 1998 and were collected subsequent to year-end. In
March 1999, the Partnership made cash distributions of $2,769,110 to the limited
partners and $27,971 to the general partners, primarily using proceeds from the
sale of the partnership interests.
CPI Affiliates purchased such limited partner interests for cash, which it
raised in connection with a private placement of its equity securities. The
purchase was subject to, among other things, (i) the purchase of the general
partner interests in the local limited partnerships by Casden Properties Inc.;
(ii) the approval of HUD and certain state housing finance agencies; and (iii)
the consent of the limited partners to the sale of the local limited partnership
interests held for investment by the Partnership.
In August 1998, a consent solicitation statement was sent to the limited
partners setting forth the terms and conditions of the purchase of the limited
partners' interests held for investment by the
15
<PAGE> 18
REAL ESTATE ASSOCIATES LIMITED VI
(A CALIFORNIA LIMITED PARTNERSHIP)
SEPTEMBER 30, 1999
ITEM 2. MANAGEMENT'S ANALYSIS AND DISCUSSION OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS (CONTINUED)
RESULTS OF OPERATIONS (CONTINUED)
Partnership, together with certain amendments to the Partnership Agreement and
other disclosures of various conflicts of interest in connection with the
proposed transaction. Prior to the sale of the partnership interests, the
consents of the limited partners to the sale and amendments to the Partnership
Agreement were obtained.
The Partnership has assessed the potential impact of the Year 2000 computer
systems issue on its operations. The Partnership believes that no significant
actions are required to be taken by the Partnership to address the issue and
that the impact of the Year 2000 computer systems issue will not materially
affect the Partnership's future operating results or financial condition.
16
<PAGE> 19
REAL ESTATE ASSOCIATES LIMITED VI
(A CALIFORNIA LIMITED PARTNERSHIP)
SEPTEMBER 30, 1999
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
On August 27, 1998, two investors holding an aggregate of eight units of limited
partnership interests in Real Estate Associates Limited III (an affiliated
partnership in which NAPICO is the managing general partner) and two investors
holding an aggregate of five units of limited partnership interest in the
Partnership commenced an action in the United States District Court for the
Central District of California against the Partnership, NAPICO and certain other
affiliated entities. The complaint alleges that the defendants breached their
fiduciary duty to the limited partners of certain NAPICO managed partnerships
and made materially false and misleading statements in the consent solicitation
statements sent to the limited partners of such partnerships relating to
approval of the transfer of partnership interests in limited partnerships,
owning certain of the properties, to CPI Affiliates. The plaintiffs seek
equitable relief, as well as compensatory damages and litigation related costs.
On August 4, 1999, one investor holding one unit of limited partnership interest
in Housing Programs Limited commenced a virtually identical action in the United
States District Court for the Central District of California against the
Partnership, NAPICO and certain other affiliated entities. The managing general
partner of such NAPICO managed partnerships and the other defendants believe
that the plaintiffs' claims are without merit and intend to contest the actions
vigorously.
The Partnership's general partner is involved in various lawsuits. None of these
lawsuits are related to the Partnership.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) No exhibits are required per the provision of item 7 of regulation
S-K.
17
<PAGE> 20
REAL ESTATE ASSOCIATES LIMITED VI
(A LIMITED PARTNERSHIP)
SEPTEMBER 30, 1999
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
REAL ESTATE ASSOCIATES LIMITED VI AND
SUBSIDIARIES (a California limited partnership)
By: National Partnership Investments Corp.,
its General Partner
By: /s/ BRUCE NELSON
--------------------------------------------
Bruce Nelson
President
Date: November 17, 1999
------------------------------------------
By: /s/ CHARLES H. BOXENBAUM
--------------------------------------------
Charles H. Boxenbaum
Chief Executive Officer
Date: November 17, 1999
------------------------------------------
18
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
PARTNERSHIP'S STATEMENTS OF EARNINGS AND BALANCE SHEETS AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> SEP-30-1999
<CASH> 3,436,842
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 3,436,842
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 4,009,257
<CURRENT-LIABILITIES> 1,538
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 322,935
<TOTAL-LIABILITY-AND-EQUITY> 4,009,257
<SALES> 0
<TOTAL-REVENUES> 187,455
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 703,574
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (516,119)
<INCOME-TAX> 0
<INCOME-CONTINUING> (516,119)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (516,119)
<EPS-BASIC> 0
<EPS-DILUTED> 0
</TABLE>
