<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
Annual Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
For the Fiscal Year Ended DECEMBER 31, 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, CALIFORNIA 90211
Registrant's Telephone Number, Including Area Code (310) 278-2191
Securities Registered Pursuant to Section 12(b) or 12(g) of the Act:
NONE
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed with the Commission by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding twelve months (or 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 [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not 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-K or any amendment to this
Form 10-K. [X]
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PART I.
ITEM 1. BUSINESS
Real Estate Associates Limited VI ("REAL VI" or the "Partnership") is a limited
partnership which was formed under the laws of the State of California on
October 12, 1982. On April 22, 1983, REAL VI offered 4,200 units consisting of
8,400 limited partnership interests and warrants to purchase a maximum of 8,400
additional limited partnership interests through a public offering managed by
E.F. Hutton Inc.
The general partners of REAL VI are National Partnership Investments Corp.
("NAPICO"), a California corporation, (the "Corporate General Partner"), and
National Partnership Investments Associates ("NAPIA"). NAPIA is a limited
partnership formed under the California Limited Partnership Act and consists of
Messrs. Nicholas G. Ciriello, an unrelated individual, as general partner, and
Mr. Charles H. Boxenbaum as limited partner. The business of REAL VI is
conducted primarily by NAPICO.
Prior to December 30, 1998, NAPICO was a wholly owned subsidiary of Casden
Investment Corporation ("CIC"), which is wholly owned by Alan I. Casden. On
December 30, 1998, Casden Properties Operating Partnership, L.P. (the "Operating
Partnership"), a majority owned subsidiary of Casden Properties Inc., a real
estate investment trust organized by Alan I. Casden, purchased a 95.25% economic
interest in NAPICO. The current members of NAPICO's Board of Directors are
Charles H. Boxenbaum, Bruce E. Nelson and Alan I.
Casden.
REAL VI holds limited partnership interests in 20 local limited partnerships.
REAL VI also holds a general partner interest in Real Estate Associates III
("REA III") which, in turn, holds limited partner interests in 3 local limited
partnerships. The other general partner of REA III is NAPICO. Therefore, REAL VI
currently holds interests either directly or indirectly in 23 local limited
partnerships. Each of the local partnerships owns a low income housing project
which is subsidized and/or has a mortgage note payable to or insured by agencies
of the federal or local government. In December 1998, the Partnership sold its
interests in 10 local limited partnerships and its general partner interest in
one local general partnership to the Operating Partnership.
In order to stimulate private investment in low income housing, the federal
government and certain state and local agencies have provided significant
ownership incentives, including among others, interest subsidies, rent
supplements, and mortgage insurance, with the intent of reducing certain market
risks and providing investors with certain tax benefits, plus limited cash
distributions and the possibility of long-term capital gains. There remain,
however, significant risks. The long-term nature of investments in government
assisted housing limits the ability of REAL VI to vary its portfolio in
`response to changing economic, financial and investment conditions; such
investments are also subject to changes in local economic circumstances and
housing patterns, as well as rising operating costs, vacancies, rent collection
difficulties, energy shortages and other factors which have an impact on real
estate values. These projects also require greater management expertise and may
have higher operating expenses than conventional housing projects.
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 may be 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
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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.
On September 11, 1998, HUD issued interim regulations implementing MAHRAA and
final regulations are expected to be issued in 2000.
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.
The local partnerships in which REAL VI has invested were, at least initially,
organized by private developers who acquired the sites, or options thereon, and
applied for applicable mortgage insurance and subsidies. REAL VI became the
principal limited or general partner in these local partnerships pursuant to
arm's-length negotiations with these developers, or others, who normally act as
general partners. As a limited partner, REAL VI's liability for obligations of
the local limited partnership is limited to its investment. The local general
partner of the local limited partnership retains responsibility for developing,
constructing, maintaining, operating and managing the project. Under certain
circumstances of default, REAL VI has the right to replace the general partner
of the local limited partnerships. As discussed above, REAL VI is a general
partner in certain of the local partnerships, but otherwise does not have
control of sale or refinancing, etc.
Although each of the partnerships in which REAL VI has invested will generally
own a project which must compete in the marketplace for tenants, interest
subsidies and rent supplements from governmental agencies make it possible to
offer these dwelling units to eligible "low income" tenants at a cost
significantly below the market rate for comparable conventionally financed
dwelling units in the area.
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During 1999, projects in which REAL VI had invested were substantially rented.
The following is a schedule of the status, as of December 31, 1999, of the
projects owned by local partnerships in which REAL VI, either directly or
indirectly through REA III, has invested.
SCHEDULE OF PROJECTS OWNED BY LOCAL LIMITED
AND GENERAL PARTNERSHIPS
IN WHICH REAL VI HAS AN INVESTMENT
DECEMBER 31, 1999
<TABLE>
<CAPTION>
Units Authorized
For Rental Percentage of
No. of Assistance Under Units Total Units
Name and Location Units Section 8 Occupied Occupied
- ----------------- ----- ----------------- -------- -------------
<S> <C> <C> <C> <C>
Local Partnerships
Boynton Terrace 89 89 87 98%
Boynton Beach, FL
Cady Brook Apts. 40 None 40 100%
Charlton, MA
Cassidy Village 98 50 98 100%
Columbus, Ohio
Century Plaza 120 120 120 100%
Hampton, VA
Crockett Manor 38 38 36 95%
Trenton, TN
Eastridge Apts. 96 65 79 82%
Briston, VA
Filmore I 32 32 30 94%
Phoenix, AZ
Grant-Ko Enterprises 40 None 38 95%
Platteville, WI
Hummelstown Manor 51 50 50 98%
Hummelstown, PA
Kentucky Manor 48 None 45 94%
Oak Grove, KY
Lonsdale Housing 131 131 128 98%
Providence, RI
Marshall Plaza I 40 40 40 100%
Lorain, Ohio
</TABLE>
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SCHEDULE OF PROJECTS OWNED BY LOCAL LIMITED
AND GENERAL PARTNERSHIPS
IN WHICH REAL VI HAS AN INVESTMENT
DECEMBER 31, 1999
CONTINUED
<TABLE>
<CAPTION>
Units Authorized
For Rental Percentage of
No. of Assistance Under Units Total Units
Name and Location Units Section 8 Occupied Occupied
- ----------------- ----- ----------------- -------- --------
<S> <C> <C> <C> <C>
Marshall Plaza II 50 48 49 98%
Lorain, Ohio
New-Bel-Mo 34 None 27 79%
New Glarus, Bellemont,
Monticello, WI
Oakridge Apts. II 48 None 47 98%
Biloxi, MS
Oakwood Manor 34 34 31 91%
Milan, TN
Park Place 126 125 124 98%
Ewing, NJ
Parkesedge Elderly Apts. 45 45 45 100%
Parkesedge, PA
Penneco II 76 76 73 96%
Johnstown, PA
Sauk-Ko Enterprises 30 None 28 93%
Baraboo, WI
Sol 413 12 12 12 100%
Old San Juan, PR
Valley Oaks Senior 50 None 50 100%
Gault, CA
Villas de Orocovix 41 41 41 100%
Orocovix, PR
----- ----- -----
TOTALS 1,369 996 1,318 96%
===== ===== =====
</TABLE>
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ITEM 2. PROPERTIES
The local limited partnerships in which REAL VI holds interests own various
multi-family rental properties. See Item 1 for information pertaining to these
properties.
ITEM 3. 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 the Operating Partnership organized by an
affiliate of NAPICO. 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.
As of December 31, 1999, the Partnership's General Partner was a plaintiff or
defendant in several other lawsuits. None of these lawsuits were related to the
Partnership.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
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, by a real estate
investment trust organized by an affiliate of NAPICO, 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 in 1998, the consents of the limited partners
to the sale and amendments to the Partnership Agreement were obtained.
PART II.
ITEM 5. MARKET FOR THE REGISTRANT'S PARTNERSHIP INTERESTS AND RELATED SECURITY
HOLDER MATTERS
The Limited Partnership Interests are not traded on a public exchange but were
sold through a public offering managed by E. F. Hutton Inc. It is not
anticipated that any public market will develop for the purchase and sale of any
partnership interests. Limited Partnership Interests may be transferred only if
certain requirements are satisfied. At December 31, 1999, there were 3,345
registered holders of units in REAL VI. Distributions have not been made from
the inception of the Partnership to December 31, 1998. The Partnership has
invested in certain government assisted projects under programs which in many
instances restrict the cash return available to project owners. The Partnership
was not designed to provide cash distributions to investors in circumstances
other than refinancing or disposition of its investments in limited
partnerships. In March 1999, the Partnership made distributions of $2,769,110 to
the limited partners and $27,971 to the general partners, which included using
proceeds from the sale of the partnership interests.
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ITEM 6. SELECTED FINANCIAL DATA
<TABLE>
<CAPTION>
Year Ended December 31,
----------------------------------------------------------------------------------------
1999 1998 1997 1996 1995
------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C>
Loss from Rental
Operations $ -- $ 45,723 $ (20,071) $ (175,242) $ (246,036)
Loss from Partnership
Operations (576,526) (1,436,418) (1,132,951) (1,129,499) (1,307,251)
Gain on Sale of Limited
Partnership Interests
and Rental Property -- 7,497,969 -- 1,902,022 --
Equity in (Loss) Income of
Limited Partnerships
and Amortization of
Acquisition Costs (11,036) (1,437,536) 625,025 603,934 415,526
Distribution from
Limited Partnerships
Recognized as Income 81,033 123,291 499,540 597,425 347,163
------------ ------------ ------------ ------------ ------------
Net Income (Loss) $ (506,529) $ 4,793,029 $ (28,457) $ 1,798,640 $ (790,598)
============ ============ ============ ============ ============
Net Income (Loss) per
Limited Partnership
Interest $ (30) $ 282 $ (2) $ 106 $ (47)
============ ============ ============ ============ ============
Total Assets $ 4,062,164 $ 7,426,779 $ 15,726,187 $ 15,286,368 $ 18,337,139
============ ============ ============ ============ ============
Investments in
Limited
Partnerships $ 509,999 $ 500,744 $ 5,885,699 $ 6,051,522 $ 5,619,146
============ ============ ============ ============ ============
Rental Property $ -- $ -- $ 3,016,049 $ 3,158,470 $ 7,285,002
============ ============ ============ ============ ============
Mortgage
Notes Payable $ -- $ -- $ 4,828,404 $ 4,886,300 $ 9,890,564
============ ============ ============ ============ ============
Notes Payable and
Amounts Due for
Partnership
Interests $ 1,765,000 $ 1,765,000 $ 5,795,000 $ 5,795,000 $ 5,795,000
============ ============ ============ ============ ============
</TABLE>
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ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
LIQUIDITY
The Partnership's primary sources of funds include interest income on money
market funds and certificates of deposit and distributions from local
partnership in which the Partnership has invested. It is not expected that any
of the local partnerships in which the Partnership has invested will generate
cash flow sufficient to provide for distributions to the Partnership's limited
partners in any material amount. The Partnership made a cash distribution to
investors in March 1999 using proceeds from the disposition of its investments
in certain limited partnerships.
The financial statements of the two general partnerships in which REAL VI was
the majority general partner, have been consolidated in the accompanying
financial statements. These partnerships were local operating partnerships which
owned and operated apartment buildings. The units were leased primarily on a
month-to-month basis. These partnerships' primary source of funds was the rental
payments from tenants. Expenditures primarily included normal operating expenses
and debt service. One of these partnerships was sold in 1998 to the Operating
Partnership and the other was sold to an unrelated party in 1996.
CAPITAL RESOURCES
REAL VI received $42,000,000 in subscriptions for units of limited partnership
interests (at $5,000 per unit) during the period April 22, l983, to March 31,
1984, pursuant to a registration statement on Form S-11.
RESULTS OF OPERATIONS
The Partnership was formed to provide various benefits to its partners as
discussed in Item 1. It was anticipated that the local limited partnerships in
which REAL VI has invested could produce tax losses for as long as 20 years from
the date of formation. Tax benefits will decline over time as the advantages of
accelerated depreciation are greatest in the earlier years, as deductions for
interest expense will decrease as mortgage principal is amortized and as the Tax
Reform Act of 1986 limits the deductions available.
At December 31, 1999, the Partnership has investments in 23 limited
partnerships, all of which own housing projects that were substantially all
rented. The Partnership, as a limited partner, is entitled to 90% to 99% of the
profits and losses of the local limited partnerships. 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. Equity in losses of limited
partnerships are recognized in the financial statements until the limited
partnership investment account is reduced to a zero balance. Losses incurred
after the limited partnership investment account is reduced to zero are not
recognized. Limited partners are not liable for losses beyond their contributed
capital.
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.
The total losses from the local limited partnerships that were allocated to the
Partnership were $426,000, $1,799,000 and $1,933,000 for the years ended
December 31, 1999, 1998 and 1997, respectively. However, because losses incurred
after the investment account is reduced to a zero balance are not recognized,
the Partnership recognized equity in (loss) income of limited partnerships of
$(11,036), $638,469 and $625,025 for the years ended December 31, 1999, 1998 and
1997, respectively. The decrease in equity in income in 1999 is a result of the
sale of certain partnership interests in 1998. In addition, the loss recorded by
the Partnership in 1998 includes impairment losses of approximately $2,076,000
recognized to the carrying values of the investments in certain local limited
partnerships. The cumulative amount of the unrecognized equity in losses
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of certain limited partnerships was approximately $10,863,000 and $10,446,000 as
of December 31, 1999 and 1998, respectively.
Distributions from the local limited partnerships in which the Partnership did
not have a positive investment balance were $81,033, $123,291 and $499,540 for
the years ended December 31, 1999, 1998 and 1997, respectively. These amounts
were recognized as income on the accompanying statements of operations, in
accordance with the equity method of accounting. Distributions decreased in 1999
as a result of the sale of certain partnership interests in 1998.
As of December 31, 1999, 1998 and 1997, the Partnership has cash and cash
equivalents of $3,312,395, $5,477,969 and $6,611,690, respectively. These
amounts are on deposit primarily with two high credit quality financial
institutions, earning interest. This resulted in the Partnership earning
$138,560, $291,598 and $299,009 in interest income for the years ended December
31, 1999, 1998 and 1997, respectively. The amount of interest income varies with
market rates available and with the amount of funds available for investment.
Interest income decreased in 1999, primarily as a result of the $2,797,081 in
cash that was distributed in March 1999. Cash equivalents can be converted to
cash to meet obligations of the Partnership as they arise. The Partnership
intends to continue investing available funds in this manner.
A recurring partnership expense is the annual management fee. The fee is payable
to the Corporate General Partner of the Partnership and is calculated at .4
percent of the Partnership's original remaining invested assets. The management
fee is paid to the Corporate General Partner for its continuing management of
partnership affairs. The fee is payable beginning with the month following the
Partnership's initial investment in a local limited partnership. Because of the
decrease in invested assets at the end of 1999 as a result of the sale of
partnership interests, management fees decreased from $502,224 and $501,660 for
the years ended December 31, 1998 and 1997, respectively, to $206,433 for the
year ended December 31, 1999.
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.
On September 11, 1998, HUD issued interim regulations implementing MAHRAA and
final regulations are expected to be issued in 2000.
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.
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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 $97,556, $393,072 and $127,514 for the years ended December 31, 1999, 1998
and 1997, respectively, and are included in partnership general and
administrative expenses.
On December 30, 1998, the Partnership sold its limited partnership interests in
10 local limited partnerships, with a total carrying value of $3,878,886, and
its general partner interest in one local general partnership, with a partner
deficit of $1,507,828, to the Operating Partnership. The sale resulted in
proceeds to the Partnership of a $1,397,081 and a net gain of $7,497,969, after
being relieved of notes and interest payable of $8,712,920 and incurring selling
expenses of $240,994. In March 1999, the Partnership made cash distributions of
$2,769,110 to the limited partners and $27,971 to the general partners, which
included using proceeds from the sale of the partnership interests.
The Operating Partnership 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 the Operating
Partnership; (iii) 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.
General and administrative expenses were $368,103, $692,092 and $396,600 for the
years ended December 31, 1999, 1998 and 1997, respectively. Included in general
and administrative expenses are reimbursements to NAPICO for certain expenses,
which totaled $41,364, $51,491 and $51,487 for the years ended December 31,
1999, 1998 and 1997, respectively. Also included in partnership general and
administrative expenses for 1999, 1998 and 1997 is $97,556, $393,072 and
$127,514, respectively, related to the aforementioned third-party review of the
properties owned by the local partnerships. Accounts payable at December 31,
1998 includes $183,573 of such costs.
At December 31, 1999, the Partnership is obligated on non-recourse notes payable
of $1,440,000 which bear interest at 9.5 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 with the
sale of the partnership interests to the Operating Partnership. The notes and
related interest are payable from cash flow generated from operations of the
related rental 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. Because the Partnership was
relieved of certain notes at the end of 1998 in connection with the sale of the
limited partnership interests, interest expense has decreased from $533,700 for
1998 and 1997 to $140,550 for 1999.
Revenues and expenses of the local limited partnerships decreased during the
year ended December 31, 1999, as compared to prior years, as a result of the
sale of 10 partnership interests on December 30, 1998.
Total revenue for the local partnerships has decreased from $21,200,000 and
$20,921,000 for the years ended December 31, 1998 and 1997, respectively, to
$9,928,000 for the year ended December 31, 1999.
Total expenses for the local partnerships decreased from $23,021,000 and
$22,866,000 for the years ended December 31, 1998 and 1997, respectively, to
$10,354,000 for the year ended December 31, 1999.
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The total net loss for the local partnerships for 1999, 1998 and 1997 aggregated
$426,000, $1,821,000 and $1,945,000, respectively. The losses allocable to the
Partnership were $426,000, $1,799,000 and $1,933,000 for 1999, 1998 and 1997,
respectively.
The Partnership, as a limited or general partner in the local partnerships in
which it has invested, is subject to the risks incident to the construction,
management, and ownership of improved real estate. The Partnership investments
are also subject to adverse general economic conditions and accordingly, the
status of the national economy, including substantial unemployment, concurrent
inflation and changing legislation, could increase vacancy levels, rental
payment defaults, and operating expenses, which in turn, could substantially
increase the risk of operating losses for the projects.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Partnership is exposed to market risk primarily due to fluctuations in
interest rates. Specifically, the Partnership is subject to market risk
resulting from fluctuations in the general level of U.S. interest rates as the
Partnership's debt of $1,440,000 is based on a weighted average fixed rate of
9.8% per annum. As a result, the Partnership will be obligated to pay
contractually agreed upon rates of interest on its fixed rate debt, unless
management refinances its existing fixed rate debt and potentially incur
substantial prepayment penalties.
The following table provides information about the Partnership's interest rate
sensitive financial instruments, including, amounts due at maturity, principal
amortization, weighted average interest rates and fair market values as of
December 31, 1999 (in thousands):
<TABLE>
<CAPTION>
Fair Market
2000 2001 2002 2003 2004 Thereafter Total Value
---- ---- ---- ---- ---- ---------- ----- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Interest Rate
Sensitive Liabilities:
Fixed Rate Debt...... $520,000 $920,000 $1,440,000 $1,440,000
Weighted Average
Interest Rate...... 9.5% 9.9% 9.8%
</TABLE>
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The Financial Statements and Supplementary Data are listed under Item 14.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
Not applicable.
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REAL ESTATE ASSOCIATES LIMITED VI AND SUBSIDIARIES
(A California limited partnership)
FINANCIAL STATEMENTS,
FINANCIAL STATEMENT SCHEDULES
AND INDEPENDENT PUBLIC ACCOUNTANTS' REPORT
DECEMBER 31, 1999
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[DELOITTE & TOUCHE LETTERHEAD]
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Partners of
Real Estate Associates Limited VI
(A California limited partnership)
We have audited the accompanying consolidated balance sheets of Real Estate
Associates Limited VI (a California limited partnership) as of December 31, 1999
and 1998, and the related consolidated statements of operations, partners'
equity (deficiency) and cash flows for each of the three years in the period
ended December 31, 1999. Our audits also included the financial statement
schedules listed in the index in item 14. These financial statements and
financial statement schedules are the responsibility of the management of the
Partnership. Our responsibility is to express an opinion on these consolidated
financial statements and financial statement schedules based on our audits. We
did not audit the financial statements of certain limited partnerships, the
investments in which are reflected in the accompanying financial statements
using the equity method of accounting. The investments in these limited
partnerships represent 9 percent and 5 percent of total assets as of December
31, 1999 and 1998, respectively, and the equity in income of these limited
partnerships represents 5 percent, 5 percent and 17 percent of the total net
income of the Partnership for the years ended December 31, 1999, 1998 and 1997,
respectively, and represent a substantial portion of the investee information in
Note 2 and the financial statement schedules. The financial statements of these
limited partnerships were audited by other auditors. Their reports have been
furnished to us and our opinion, insofar as it relates to the amounts included
for these limited partnerships, is based solely on the reports of the other
auditors.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit 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 our audits and the reports of other auditors provide a reasonable
basis for our opinion.
In our opinion, based on our audits and the reports of other auditors, the
consolidated financial statements referred to above present fairly, in all
material respects, the financial position of Real Estate Associates Limited VI
as of December 31, 1999 and 1998, and the results of its operations and its cash
flows for each of the three years in the period ended December 31, 1999 in
conformity with generally accepted accounting principles. Also, in our opinion,
based on our audits and the reports of other auditors, such financial statement
schedules, when considered in relation to the basic financial statements taken
as a whole, present fairly in all material respects the information set forth
therein.
DELOITTE & TOUCHE LLP
Los Angeles, California
March 31, 2000
12
<PAGE> 14
REAL ESTATE ASSOCIATES LIMITED VI
(A CALIFORNIA LIMITED PARTNERSHIP)
CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 1999 AND 1998
ASSETS
<TABLE>
<CAPTION>
1999 1998
----------- -----------
<S> <C> <C>
INVESTMENTS IN LIMITED PARTNERSHIPS (Note 2) $ 509,999 $ 500,744
CASH AND CASH EQUIVALENTS (Note 1) 3,312,395 5,477,969
CASH DUE FROM ESCROW (Note 2) -- 1,397,081
DUE FROM NAPICO (Note 4) 239,770 --
OTHER ASSETS -- 50,985
----------- -----------
TOTAL ASSETS $ 4,062,164 $ 7,426,779
=========== ===========
LIABILITIES AND PARTNERS' EQUITY (DEFICIENCY)
LIABILITIES:
Notes payable and amounts due for partnership
interests (Notes 3 and 7) $ 1,765,000 $ 1,765,000
Accrued interest payable (Notes 3 and 7) 1,957,734 1,817,184
Accounts payable 6,905 208,460
----------- -----------
3,729,639 3,790,644
----------- -----------
COMMITMENTS AND CONTINGENCIES (Notes 2, 4 and 5)
PARTNERS' EQUITY (DEFICIENCY):
General partners (347,864) (314,828)
Limited partners 680,389 3,950,963
----------- -----------
332,525 3,636,135
----------- -----------
TOTAL LIABILITIES AND PARTNERS' EQUITY
(DEFICIENCY) $ 4,062,164 $ 7,426,779
=========== ===========
</TABLE>
The accompanying notes are an integral part of these
consolidated financial statements.
13
<PAGE> 15
REAL ESTATE ASSOCIATES LIMITED VI
(a California limited partnership)
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997
<TABLE>
<CAPTION>
1999 1998 1997
----------- ----------- -----------
<S> <C> <C> <C>
RENTAL OPERATIONS:
Revenues $ -- $ 1,138,743 $ 1,070,895
----------- ----------- -----------
Expenses:
General and administrative -- 148,874 84,874
Operating -- 310,249 369,779
Management fees - affiliate (Note 4) -- 55,985 53,500
Depreciation and amortization -- 156,480 156,480
Interest -- 421,432 426,337
----------- ----------- -----------
-- 1,093,020 1,090,970
----------- ----------- -----------
INCOME (LOSS) FROM RENTAL OPERATIONS -- 45,723 (20,075)
----------- ----------- -----------
PARTNERSHIP OPERATIONS:
Interest and other income 138,560 291,598 299,009
----------- ----------- -----------
Expenses:
Management fees - general partner (Note 4) 206,433 502,224 501,660
General and administrative 368,103 692,092 396,600
Interest (Note 3) 140,550 533,700 533,700
----------- ----------- -----------
715,086 1,728,016 1,431,960
----------- ----------- -----------
LOSS FROM PARTNERSHIP
OPERATIONS (576,526) (1,436,418) (1,132,951)
GAIN ON SALE OF LIMITED PARTNERSHIP
INTERESTS AND RENTAL PROPERTY
(Notes 1 and 2) -- 7,497,969 --
EQUITY IN (LOSS) INCOME OF LIMITED
PARTNERSHIPS AND AMORTIZATION
OF ACQUISITION COSTS (Note 2) (11,036) (1,437,536) 625,029
DISTRIBUTIONS FROM LIMITED
PARTNERSHIPS RECOGNIZED AS
INCOME (Note 2) 81,033 123,291 499,540
----------- ----------- -----------
NET (LOSS) INCOME $ (506,529) $ 4,793,029 $ (28,457)
=========== =========== ===========
NET (LOSS) INCOME PER LIMITED
PARTNERSHIP INTEREST (Note 1) $ (30) $ 282 $ (2)
=========== =========== ===========
</TABLE>
The accompanying notes are an integral part of
these consolidated financial statements.
14
<PAGE> 16
REAL ESTATE ASSOCIATES LIMITED VI
(a California limited partnership)
CONSOLIDATED STATEMENTS OF PARTNERS' EQUITY (DEFICIENCY)
FOR THE YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997
<TABLE>
<CAPTION>
General Limited
Partners Partners Total
----------- ----------- -----------
<S> <C> <C> <C>
DEFICIENCY, January 1, 1997 $ (362,474) $ (765,963) $(1,128,437)
Net loss, 1997 (284) (28,173) (28,457)
----------- ----------- -----------
DEFICIENCY, December 31, 1997 (362,758) (794,136) (1,156,894)
Net loss, 1998 47,930 4,745,099 4,793,029
----------- ----------- -----------
(DEFICIENCY) EQUITY, December 31, 1998 (314,828) 3,950,963 3,636,135
Distributions (27,971) (2,769,110) (2,797,081)
Net loss, 1999 (5,065) (501,464) (506,529)
----------- ----------- -----------
(DEFICIENCY) EQUITY, December 31, 1999 $ (347,864) $ 680,389 $ 332,525
=========== =========== ===========
</TABLE>
The accompanying notes are an integral part of
these consolidated financial statements.
15
<PAGE> 17
REAL ESTATE ASSOCIATES LIMITED VI
(a California limited partnership)
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997
<TABLE>
<CAPTION>
1999 1998 1997
----------- ----------- -----------
<S> <C> <C> <C>
CASH FLOWS FROM (USED IN) OPERATING ACTIVITIES:
Net (loss) income $ (506,529) $ 4,793,029 $ (28,457)
Adjustments to reconcile net income (loss) to net
cash provided by (used in) operating activities:
Gain on sale of rental property -- (7,497,969) --
Equity in loss (income) of limited partnerships
and amortization of acquisition costs 11,036 1,437,536 (625,025)
Depreciation and amortization -- 156,480 156,480
Increase in due from NAPICO (239,770) -- --
(Increase) decrease in other assets 50,985 123,299 2,296
Increase in accrued interest payable 140,550 432,227 452,861
(Decrease) increase in accounts payable (201,555) 90,482 70,596
(Decrease) increase in other liabilities -- (38,465) 2,715
----------- ----------- -----------
Net cash (used in) provided by operating activities (745,283) (503,381) 31,466
----------- ----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Distributions to limited partnerships recognized as
as a return of capital 42,413 136,465 823,764
Decrease in restricted cash -- 38,465 (2,715)
Capital contribution to investee limited partnership (62,704) (67,912) (32,912)
Costs related to sale of partnership interests -- (240,994)
Cash transferred in connection with sale of
partnership interest -- (433,175) --
Proceeds from sale of limited partnership interests 1,397,081 -- --
----------- ----------- -----------
Net cash provided by (used in) investing activities 1,376,790 (567,151) 788,137
----------- ----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Payment of mortgages -- (63,189) (57,896)
Distributions to partners (2,797,081) -- --
----------- ----------- -----------
Net cash used in financing activities (2,797,081) (63,189) (57,896)
----------- ----------- -----------
NET (DECREASE) INCREASE IN CASH AND
CASH EQUIVALENTS (2,165,574) (1,133,721) 761,707
CASH AND CASH EQUIVALENTS,
BEGINNING OF YEAR 5,477,969 6,611,690 5,849,983
----------- ----------- -----------
CASH AND CASH EQUIVALENTS,
END OF YEAR $ 3,312,395 $ 5,477,969 $ 6,611,690
=========== =========== ===========
SUPPLEMENTAL DISCLOSURE OF
CASH FLOW INFORMATION:
Cash paid during the year for interest $ -- $ 518,335 $ 507,176
=========== =========== ===========
SUPPLEMENTAL SCHEDULE OF NON-CASH
INVESTING AND FINANCING ACTIVITIES
See Note 2 and Note 4 to financial statements regarding notes,
interest and mortgage payable
</TABLE>
The accompanying notes are an integral part of
these consolidated financial statements.
16
<PAGE> 18
REAL ESTATE ASSOCIATES LIMITED VI AND SUBSIDIARIES
(a California limited partnership)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1999
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
ORGANIZATION
Real Estate Associates Limited VI (the "Partnership"), was formed under
the California Limited Partnership Act on October 12, 1982. The
Partnership was formed to invest primarily in other limited partnerships
or joint ventures which own and operate primarily federal, state or
local government-assisted housing projects and to acquire, lease, sell
or mortgage real or personal property. The general partners are National
Partnership Investments Associates (NAPIA), a limited partnership, and
National Partnership Investments Corp. (NAPICO).
Prior to December 30, 1998, NAPICO was a wholly owned subsidiary of
Casden Investment Corporation ("CIC"), which is wholly owned by Alan I.
Casden. On December 30, 1998, Casden Properties Operating Partnership,
L.P., (the "Operating Partnership") a majority owned subsidiary of
Casden Properties Inc., a real estate investment trust organized by Alan
I. Casden, purchased a 95.25% economic interest in NAPICO. The business
of REAL VI is conducted primarily by NAPICO.
The consolidated financial statements include the accounts of Real
Estate Associates Limited VI and its majority-owned general
partnerships. All significant intercompany accounts and transactions
have been eliminated in consolidation. Losses in excess of the minority
interest in equity that would otherwise be attributed to the minority
interest are being allocated to the Partnership.
The Partnership offered and issued 4,200 units of limited partner
interests through a public offering. Each unit was comprised of two
limited partner interests and a warrant granting the investor the right
to purchase two additional limited partner interests. An additional
8,410 interests were issued from the exercise of warrants and the sale
of interests associated with warrants not exercised. The general
partners have a 1 percent interest in operating profits and losses of
the Partnership. The limited partners have the remaining 99 percent
interest in proportion to their respective investments.
The Partnership shall be dissolved only upon the expiration of 50
complete calendar years (December 31, 2032) from the date of the
formation of the partnership or the occurrence of various other events
as specified in the Partnership agreement.
17
<PAGE> 19
REAL ESTATE ASSOCIATES LIMITED VI AND SUBSIDIARIES
(a California limited partnership)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1999
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Upon total or partial liquidation of the Partnership or the disposition
or partial disposition of a project or project interest and distribution
of the proceeds, the general partners will be entitled to a liquidation
fee as stipulated in the Partnership agreement. The limited partners
will have a priority return equal to their invested capital attributable
to the project(s) or project interest(s) sold and shall receive from the
sale of the project(s) or project interest(s) an amount sufficient to
pay state and federal income taxes, if any, calculated at the maximum
rate then in effect. The general partner's liquidation fee may accrue
but shall not be paid until the limited partners have received
distributions equal to 100 percent of their capital contributions.
On December 30, 1998, the Partnership sold its interests in 10 local
limited partnerships and its general partner interest in one local
general partnership for net proceeds of $1,397,081 to the Operating
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 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.
METHOD OF ACCOUNTING FOR INVESTMENTS IN LIMITED PARTNERSHIPS
The investments in limited partnerships are accounted for on the equity
method. Acquisition, selection and other costs related to the
acquisition of the projects have been 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.
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. Pursuant to a purchase agreement in which
the Partnership acquired its interest from independent withdrawing
general partners, certain rental property was revalued to reflect the
purchase price.
Substantially all of the apartment units were leased on a month-to-month
basis.
18
<PAGE> 20
REAL ESTATE ASSOCIATES LIMITED VI AND SUBSIDIARIES
(a California limited partnership)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1999
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
On December 30, 1998, the Partnership sold its consolidated general
partnership interest, which was the owner of the rental property.
NET INCOME (LOSS) PER LIMITED PARTNERSHIP INTEREST
Net income (loss) per limited partnership interest was computed by
dividing the limited partners' share of net income (loss) by the number
of limited partnership interests outstanding during the year. The number
of limited partnership interests was 16,810 for all years presented.
CASH AND CASH EQUIVALENTS
Cash and cash equivalents consist of unrestricted cash and bank
certificates of deposit with maturities of three months or less. 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.
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.
During 1998, the Partnership recognized an impairment loss of
approximately $2,076,000 related to certain investments in local limited
partnerships, which has been included in equity in loss of limited
partnerships.
2. INVESTMENTS IN LIMITED PARTNERSHIPS
The Partnership holds limited partnership interests in 20 limited
partnerships as of December 31, 1999 and 1998, after selling its
interests in 10 limited partnerships in 1998. In addition, REAL VI holds
a general partner interest in Real Estate Associates III ("REA III"), a
California general partnership. NAPICO is also a general partner in REA
III. REA III, in turn, holds limited partner interests in 3 limited
partnerships. In total, therefore, the Partnership holds interests,
either directly or indirectly through REA III, in 23 limited
partnerships and one general partnership, which own residential low
income rental projects
19
<PAGE> 21
REAL ESTATE ASSOCIATES LIMITED VI AND SUBSIDIARIES
(a California limited partnership)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1999
2. INVESTMENTS IN LIMITED PARTNERSHIPS (CONTINUED)
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 are recognized
in the financial statements until the limited partnership investment
account is reduced to a zero balance or to a negative amount equal to
further capital contributions required. Losses incurred after the
limited partnership investment account is reduced to zero are not
recognized. The cumulative amount of the unrecognized equity in losses
of unconsolidated limited partnerships was approximately $10,863,000 and
$10,446,000 as of December 31, 1999 and 1998, respectively.
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 investments in unconsolidated limited
partnerships and reconciliation to the limited partnership accounts:
<TABLE>
<CAPTION>
1999 1998
----------- -----------
<S> <C> <C>
Investment balance, beginning of year $ 500,744 $ 5,885,699
Equity in loss of limited partnerships (4,724) (1,319,585)
Investment balance in partnership interests sold -- (3,878,866)
Amortization of capitalized acquisition costs and fees(6,312) (117,951)
Capital contributions 62,704 67,912
Distributions recognized as a return of capital (42,413) (136,465)
----------- -----------
Investment balance, end of year $ 509,999 $ 500,744
=========== ===========
</TABLE>
The difference between the investment per the accompanying balance
sheets at December 31, 1999 and 1998, and the deficiency per the limited
partnerships' combined financial statements is due primarily to
cumulative unrecognized equity in losses of limited partnerships,
additional basis and costs capitalized to the investment account,
cumulative distributions recognized as income and recognition of
impairment losses.
20
<PAGE> 22
REAL ESTATE ASSOCIATES LIMITED VI AND SUBSIDIARIES
(a California limited partnership)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1999
2. INVESTMENTS IN LIMITED PARTNERSHIPS (CONTINUED)
Selected financial information from the combined financial statements at
December 31, 1999 and 1998 and for each of the three years in the period
ended December 31, 1999, of the limited partnerships in which the
Partnership has invested directly or indirectly, is as follows:
Balance Sheets
<TABLE>
<CAPTION>
1999 1998
------------ --------
(in thousands)
<S> <C> <C>
Land and buildings, net $ 22,747 $ 23,969
============ ========
Total assets $ 31,743 $ 32,650
============ ========
Mortgage loans payable $ 33,815 $ 34,448
============ ========
Total liabilities $ 40,897 $ 41,289
============ ========
Deficiency of the Real Estate Associates Limited VI $ (9,273) $ (8,771)
============ ========
Equity of other partners $ 119 $ 132
============ ========
</TABLE>
Statements of Operations
<TABLE>
<CAPTION>
1999 1998 1997
-------- -------- --------
(in thousands)
<S> <C> <C> <C>
Total revenue $ 9,928 $ 21,200 $ 20,921
======== ======== ========
Interest expense $ 2,675 $ 4,989 $ 5,155
======== ======== ========
Depreciation $ 1,603 $ 3,321 $ 3,592
======== ======== ========
Total expenses $ 10,354 $ 23,021 $ 22,866
======== ======== ========
Net loss $ (426) $ (1,821) $ (1,945)
======== ======== ========
Net loss allocable to the Partnership $ (426) $ (1,799) $ (1,933)
======== ======== ========
</TABLE>
21
<PAGE> 23
REAL ESTATE ASSOCIATES LIMITED VI AND SUBSIDIARIES
(a California limited partnership)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1999
2. INVESTMENTS IN LIMITED PARTNERSHIPS (CONTINUED)
Land and buildings above have been adjusted for the amount by which the
investments in the limited partnerships exceed the Partnership's share
of the net book value of the underlying net assets of the investee which
are recorded at historical costs. Depreciation on the adjustment is
provided for over the estimated remaining useful lives of the
properties.
Prior to the sale of certain partnership interests on December 30, 1998,
an affiliate of NAPICO was the general partner in 10 of the limited
partnerships included above, and another affiliate received property
management fees ranging from 5 percent to 7 percent of the revenue from
seven of these partnerships. Subsequent to the sale of certain
partnership interests, an affiliate of NAPICO is the general partner in
6 of the limited partnerships, and another affiliate manages 4 of the
limited partnership's properties. The affiliate received property
management fees of $77,003, $76,325 and $164,908 in 1999, 1998 and 1997,
respectively. The following sets forth the significant data for the
partnerships in which an affiliate of NAPICO is currently the general
partner, reflected in the accompanying financial statements using the
equity method of accounting:
<TABLE>
<CAPTION>
1999 1998 1997
------- ------- -------
(in thousands)
<S> <C> <C> <C>
Total assets $ 5,886 $ 6,102
======= =======
Total liabilities $ 8,283 $ 8,147
======= =======
Deficiency of Real Estate Associates Limited VI $(2,306) $(1,961)
Deficiency of other partners $ (91) $ (84)
======= =======
Total revenue $ 1,939 $ 2,629 $ 2,629
======= ======= =======
Net loss $ (321) $ (307) $ (383)
======= ======= =======
</TABLE>
22
<PAGE> 24
REAL ESTATE ASSOCIATES LIMITED VI AND SUBSIDIARIES
(a California limited partnership)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1999
2. INVESTMENTS IN LIMITED PARTNERSHIPS (CONTINUED)
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 may be 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.
On September 11, 1998, HUD issued interim regulations implementing
MAHRAA and final regulations are expected to be issued in 2000.
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.
23
<PAGE> 25
REAL ESTATE ASSOCIATES LIMITED VI AND SUBSIDIARIES
(a California limited partnership)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1999
2. INVESTMENTS IN LIMITED PARTNERSHIPS (CONTINUED)
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 $97,556,
$393,072 and $127,514 for the years ended December 31, 1999, 1998 and
1997, respectively, and are included in partnership general and
administrative expenses. Accounts payable at December 31, 1998 includes
$183,573 of such costs.
On December 30, 1998, the Partnership sold its limited partnership
interests in 10 local limited partnerships, with a total carrying value
of $3,878,886, and its general partner interest in one local general
partnership, with a partner deficit of $1,507,828, to the Operating
Partnership. The sale resulted in cash proceeds to the Partnership of a
$1,397,081 and a net gain of $7,497,969, after being relieved of notes
and interest payable of $8,712,920 and incurring selling expenses of
$240,994. 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, which included using proceeds from the sale of the
partnership interests.
The Operating Partnership 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 the Operating Partnership; (iii) 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.
24
<PAGE> 26
REAL ESTATE ASSOCIATES LIMITED VI AND SUBSIDIARIES
(a California limited partnership)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1999
3. NOTES PAYABLE AND AMOUNTS DUE FOR PARTNERSHIP INTERESTS
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 to
10 percent per annum and have principal maturities ranging from December
1999 to December 2012. Notes payable and related accrued interest
payable aggregating $1,268,988 became payable on December 31, 1999.
Management is in process of attempting to negotiate extensions of the
maturity dates on these notes payable. The partnership was relieved of
notes payable in the amount of $4,030,000 in connection with the sale of
the partnership interests to the Operating Partnership in 1998.
The notes and related interest are payable from cash flow generated from
operations of the related rental 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.
Maturity dates of the notes payable and related accrued interest are as
follows:
<TABLE>
<CAPTION>
Accrued
Years Ending December 31, Notes Interest
------------------------- ---------- ----------
<S> <C> <C>
2000 $ 520,000 $ 748,988
2001
2002
2003
2004
Thereafter 920,000 1,208,746
---------- ----------
$1,440,000 $1,957,734
========== ==========
</TABLE>
4. FEES AND EXPENSES DUE TO GENERAL PARTNER AND AFFILIATE
Under the terms of the Restated Certificate and Agreement of Limited
Partnership, the Partnership is obligated to NAPICO for an annual
management fee equal to .4 percent of the original remaining invested
assets of the partnerships. Invested assets is 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.
25
<PAGE> 27
REAL ESTATE ASSOCIATES LIMITED VI AND SUBSIDIARIES
(a California limited partnership)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1999
4. FEES AND EXPENSES DUE TO GENERAL PARTNER AND AFFILIATE (CONTINUED)
An affiliate of the minority general partner of the general partnership
that was consolidated, managed the property owned by that partnership.
The fee is calculated based on five percent of gross collections plus
reimbursement of certain expenses. The Partnership paid management fees
to the affiliate of approximately $56,000 and $54,000 in 1998 and 1997,
respectively.
The Partnership reimburses NAPICO for certain expenses. The
reimbursement to NAPICO was $41,364, $51,491 and $51,487 in 1999, 1998
and 1997, respectively, and is included in general and administrative
expenses.
5. 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 the Operating
Partnership organized by an affiliate of NAPICO. 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 a plaintiff in
various lawsuits and has also been named a defendant 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.
26
<PAGE> 28
REAL ESTATE ASSOCIATES LIMITED VI AND SUBSIDIARIES
(a California limited partnership)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1999
6. 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. The major differences in tax and financial
reporting result from the use of different bases and depreciation
methods for the properties held by the limited partnerships. Differences
in tax and financial reporting also arise as losses are not recognized
for financial reporting purposes when the investment balance has been
reduced to zero or to a negative amount equal to further capital
contributions required.
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, when it is practicable to
estimate that value. The mortgage notes payable are insured by HUD and
are collateralized by the rental properties. The operations generated by
the properties and investee limited partnerships are subject to various
government rules, regulations and restrictions which make it
impracticable to estimate the fair value of the mortgage notes payable
and related accrued interest. The carrying amount of other assets and
liabilities reported on the balance sheets that require such disclosure
approximates fair value due to their short-term maturity.
8. FOURTH-QUARTER ADJUSTMENT
The Partnership's policy is to record its equity in the loss of limited
partnerships on a quarterly basis using estimated financial information
furnished by the various local operating general partners. The equity in
income (loss) of limited partnerships reflected in the accompanying
annual consolidated financial statements is based primarily upon audited
financial statements of the investee limited partnerships. The
difference of approximately $50,000, between the estimated nine-month
equity in income and the actual 1999 year end equity in loss, has been
recorded in the fourth quarter.
27
<PAGE> 29
SCHEDULE
REAL ESTATE ASSOCIATES LIMITED VI
INVESTMENTS IN LIMITED PARTNERSHIPS
FOR THE YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997
<TABLE>
<CAPTION>
Year Ended December 31, 1999
-----------------------------------------------------------------------------------------
Cash From
Balance Distri- Balance
January Capital butions/Sale Equity in December
Limited Partnerships 1, 1999 Contributions Received Income/(Loss) Sale 31, 1999
- -------------------- ----------- ------------ ----------- ------------- ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
Boynton Terrace $ $ $ $ $ $
Cady Brook Apts.
Cassidy Village 229,113 (23,984) 205,129
Crockett Manor 35,000 (35,000) --
Eastridge Apts.
Filmore I 17,604 (17,604) --
Grant-Ko Enterprises
Hummelstown Manor
Kentucky Manor
Lonsdale Elderly
Marshall Plaza I
Marshall Plaza II
New-Bel-Mo Enterprises
Oakridge Apts.
Oakwood Manor 4,000 (4,000) -
Park Place Apts., NJ 271,631 (38,413) 71,652 304,870
Parkesedge Elderly Apts.
Paula Maria Apts. (Century Plaza)
Penneco II
Sauk-Ko Enterprises
SOL 413 6,100 (6,100) =-
Valley Oak Apts.
Villas de Orocovix
----------- ------------ ----------- ------------- ------------ ------------
$ 500,744 $ 62,704 $ (42,413) $ (11,036) $ -- $ 509,999
=========== ============ =========== ============= ============ ============
</TABLE>
28
<PAGE> 30
SCHEDULE
(Continued)
REAL ESTATE ASSOCIATES LIMITED VI
INVESTMENTS IN LIMITED PARTNERSHIPS
FOR THE YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997
<TABLE>
<CAPTION>
Year Ended December 31, 1998
----------------------------------------------------------------------------------------
Cash From
Balance Distri- Balance
January Capital butions/Sale Equity in December
Limited Partnerships 1, 1998 Contributions Received Income/(Loss) Sale 31, 1998
- -------------------- ----------- ------------- ---------- ------------ ------------ -----------
<S> <C> <C> <C> <C> <C> <C>
Boynton Terrace $ $ $ $ $ $
Cady Brook Apts. 389,264 (4,775) (384,489) --
Cassidy Village 250,619 (9,233) (12,273) 229,113
City Heights*
Crockett Manor 10,000 (10,000) --
Denny Place*
Eastridge Apts.
EchoValley Apts.* 65,987 121,911 (187,898) --
Filmore I
Grant-Ko Enterprises
Hudson Gardens* 402,727 (19,947) 89,041 (471,821) --
Hummelstown Manor
Kentucky Manor
Lakewind East Apts.**
Lonsdale Elderly 1,012,101 (34,371) (977,730) --
Mariner's Cove*
Marshall Plaza I
Marshall Plaza II
Menlo Estates*
Mulberry Towers* 2,905,355 (55,252) 221,312 (3,071,415) --
New-Bel-Mo Enterprises (25,500) 25,500 --
Oakridge Apts.
Oakwood Manor 173,705 (5,444) (168,261) --
Park Place Apts., TX*
Park Place Apts., NJ 375,202 (7,443) (96,128) 271,631
Parkesedge Elderly Apts. 234,385 (234,385) --
Paula Maria Apts. (Century Plaza)
Penneco II (25,000) 25,000 --
Sauk-Ko Enterprises
SOL 413 (22,000) 57,912 (35,912) --
Valley Oak Apts.
Victory Square* 148,854 (1,122) (147,732) --
Villas de Orocovix
Willow Wood*
----------- ------------- ---------- ------------ ------------ -----------
$ 5,885,699 $ 67,912 $ (136,465) $ (1,437,536) $ (3,878,866) $ 500,744
=========== ============= ========== ============ ============ ===========
</TABLE>
* The property was sold to the Operating Partnership in 1998.
** The property was foreclosed.
29
<PAGE> 31
SCHEDULE
(Continued)
REAL ESTATE ASSOCIATES LIMITED VI
INVESTMENTS IN LIMITED PARTNERSHIPS
FOR THE YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997
<TABLE>
<CAPTION>
Year Ended December 31, 1997
------------------------------------------------------------------------------------------
Cash From
Balance Distri- Balance Future
January Capital butions/Sale Equity in December Capital
Limited Partnerships 1, 1997 Contributions Received Income/(Loss) 31, 1997 Contributions
- -------------------- ----------- ------------- ---------- ------------ ------------ -------------
<S> <C> <C> <C> <C> <C> <C>
Boynton Terrace $ $ $ $ $ $
Cady Brook Apts. 335,451 (4,777) 58,590 389,264
Cassidy Village 264,704 (957) (13,128) 250,619
City Heights
Crockett Manor 7,000 (7,000)
Denny Place 15,000 (15,000)
Drexel Park III 597,601 3,118 (600,719)
Eastridge Apts.
EchoValley Apts. 22,392 (9,490) 53,085 65,987
Filmore I
Grant-Ko Enterprises
Hudson Gardens 350,946 (19,855) 71,636 402,727
Hummelstown Manor
Kentucky Manor
Lakewind East Apts.
Lonsdale Elderly 883,427 (70,635) 199,309 1,012,101
Mariner's Cove
Marshall Plaza I
Marshall Plaza II
Menlo Estates
Mulberry Towers 2,800,336 (55,252) 160,271 2,905,355
New-Bel-Mo Enterprises (25,500) (25,500) 25,500
Oakridge Apts.
Oakwood Manor 173,689 (15,697) 15,713 173,705
Park Place Apts., TX
Park Place Apts., NJ 305,027 (40,825) 111,000 375,202
Parkesedge Elderly Apts. 214,016 20,369 234,385 18,000
Paula Maria Apts. (Century Plaza) 5,294 (5,294)
Penneco II (25,000) (25,000) 25,000
Sauk-Ko Enterprises
SOL 413 (22,000) 2,500 (2,500) (22,000) 22,000
Valley Oak Apts.
Victory Square 176,433 (263) (27,316) 148,854
Villas de Orocovix
Willow Wood
----------- ------------- ---------- ------------ ------------ -----------
$ 6,051,522 $ 32,912 $ (823,764) $ 625,029 $ 5,885,699 $ 90,500
=========== ============= ========== ============ ============ ===========
</TABLE>
30
<PAGE> 32
SCHEDULE
(Continued)
REAL ESTATE ASSOCIATES LIMITED VI
INVESTMENTS IN LIMITED PARTNERSHIPS
FOR THE YEARS ENDED
DECEMBER 31, 1999, 1998 AND 1997
NOTES: 1. Equity in losses represents the Partnership's allocable share
of the net loss from the limited partnerships for the year.
Equity in losses of the limited partnerships will be recognized
until the investment balance is reduced to zero or below zero
to an amount equal to future capital contributions to be made
by the Partnership.
2. Cash distributions from the limited partnerships will be
treated as a return of the investment and will reduce the
investment balance until such time as the investment is reduced
to an amount equal to additional contributions. Distributions
subsequently received will be recognized as income.
31
<PAGE> 33
REAL ESTATE ASSOCIATES LIMITED VI SCHEDULE III
REAL ESTATE AND ACCUMULATED DEPRECIATION
OF PROPERTY HELD BY LOCAL LIMITED PARTNERSHIPS
IN WHICH REAL VI HAS INVESTMENTS
DECEMBER 31, 1999
<TABLE>
<CAPTION>
Buildings,
Furnishings Total
and Equipment Land
Number Outstanding Amount Carried Buildings,
of Mortgage at Close of Furnishings Accumulated Construction
Partnership/Location Units Loan Land Period and Equipment Depreciation Period
- -------------------- ----- ---- ---- ------ ------------- ------------ ------
<S> <C> <C> <C> <C> <C> <C> <C>
Boynton Terrace 89 $ 4,805,000 $ 208,001 $ 4,124,446 $ 4,332,447 $2,252,420 1983-1984
Boyton Beach, FL
Cadybrook 40 994,966 89,225 1,852,607 1,941,832 682,967(A)
Charlton, MA
Crockett Manor 38 1,007,125 10,000 1,259,214 1,269,214 718,873(A)
Trenton, TN
Eastridge Apts 96 532,667 101,500 1,592,663 1,694,163 1,456,586(A)
Bristol, VA
Filmore I 32 1,179,461 115,000 1,312,494 1,427,494 758,870(A)
Phoenix, AZ
Grant-Ko Enterprises 40 1,229,668 100,000 1,445,524 1,545,524 774,790(A)
Platteville, WS
Hummelstown Manor 51 1,736,464 96,839 1,752,418 1,849,257 1,695,855 1983
Hummelstown, PA
Kentucky Manor 48 1,391,511 100,696 1,458,525 1,559,221 1,009,198(A)
Oak Grove, KY
Lonsdale Housing 131 2,586,921 214,833 6,390,722 6,605,555 4,402,579(A)
Providence, RI
New-Bel-Mo Enterprises 34 977,761 78,078 1,157,356 1,235,434 621,626(A)
New Glarus, Belleville,
Monticello, WS
Oakridge Apts 48 1,197,465 55,000 1,525,762 1,580,762 1,382,674(A)
Biloxi, MS
Oakwood 34 619,519 61,538 861,340 922,878 333,825(A)
Milan, TN
Park Place 126 5,485,385 312,418 7,384,797 7,697,215 3,086,487 1983-1984
Ewing, NJ
Parkesedge Elderly Apts 45 1,464,536 160,000 1,877,294 2,037,294 828,015(A)
Parkesedge, PA
Penneco II 76 1,784,157 79,627 2,800,254 2,879,881 1,654,262(A)
Johnstown, PA
Sauk-Ko Enterprises 30 774,958 60,000 1,175,139 1,235,139 627,285(A)
Baraboo, WS
SOL - 413 12 359,555 50,000 413,527 463,527 228,723(A)
Old San Juan, PR
Valley Oaks Senior 50 1,771,000 121,464 1,913,903 2,035,367 1,181,395(A)
Galt, CA
Villas de Orocovix 41 1,408,914 59,550 1,736,359 1,795,909 1,030,323(A)
Orocovix, PR
Cassidy Village 98 1,013,883 156,850 2,056,616 2,213,466 1,044,985(A)
Columbus, OH
Marshall Plaza I 40 205,703 68,414 709,014 777,428 364,357(A)
Loraine, OH
Marshall Plaza II 50 290,680 78,901 922,316 1,001,217 473,198(A)
Loraine, OH
Paula Maria I 120 997,873 215,730 2,832,932 3,048,662 1,795,051(A)
Hampton, VA
Additional basis of real estate
due to REAL VI's capital 8,971 160,708 169,679 166,755
contribution to limited partnership
not recorded by investee limited
partnership
----- ----------- ---------- ----------- ----------- -----------
1,369 $33,815,172 $2,602,635 $48,715,930 $51,318,565 $28,571,099
</TABLE>
(A) This project was completed when REAL VI entered the Partnership.
32
<PAGE> 34
SCHEDULE III
REAL ESTATE ASSOCIATES LIMITED VI
REAL ESTATE AND ACCUMULATED DEPRECIATION OF PROPERTY
HELD BY LOCAL LIMITED PARTNERSHIPS
IN WHICH REAL VI HAS INVESTMENTS
DECEMBER 31, 1999
NOTES: 1. Each local partnership has developed, owns and operates the
housing project. Substantially all project costs, including
construction period interest expense, were capitalized by the
local partnerships.
2. Depreciation is provided for by various methods over the
estimated useful lives of the projects. The estimated
composite useful lives of the buildings are generally from 25
to 40 years.
3. Investments in property and equipment - limited partnerships:
<TABLE>
<CAPTION>
Buildings,
Furnishings,
And
Land Equipment Total
------------- ------------- -------------
<S> <C> <C> <C>
Balance, January 1, 1997 $ 4,581,266 $ 101,136,992 $ 105,718,258
Net deletions, 1997 (77,442) (2,397,906) (2,475,348)
------------- ------------- -------------
Balance, December 31, 1997 4,503,824 98,739,086 103,242,910
Net additions, 1998 21,014 1,411,930 1,432,944
Sale of Properties (1,922,203) (51,791,590) (53,713,793)
------------- ------------- -------------
Balance, December 31, 1998 2,602,635 48,359,426 50,962,061
Net additions, 1999 -- 356,504 356,504
------------- ------------- -------------
Balance, December 31, 1999 $ 2,602,635 $ 48,715,930 $ 51,318,565
============= ============= =============
</TABLE>
33
<PAGE> 35
SCHEDULE III
(CONTINUED)
REAL ESTATE ASSOCIATES LIMITED VI
REAL ESTATE AND ACCUMULATED DEPRECIATION OF PROPERTY
HELD BY LOCAL LIMITED PARTNERSHIPS
IN WHICH REAL VI HAS INVESTMENTS
DECEMBER 31, 1999
<TABLE>
<CAPTION>
Buildings,
Furnishings
And
Equipment
------------
<S> <C>
Balance at January 1, 1997 $ 51,588,132
Net additions for 1997 1,718,961
------------
Balance at December 31, 1997 53,307,093
Net additions for 1998 4,166,622
Sale of Properties (30,480,760)
------------
Balance at December 31, 1998 26,992,955
Net additions for 1999 1,578,144
------------
Balance at December 31, 1999 $ 28,571,099
============
</TABLE>
34
<PAGE> 36
SCHEDULE III
(CONTINUED)
REAL ESTATE ASSOCIATES LIMITED VI
REAL ESTATE AND ACCUMULATED DEPRECIATION OF PROPERTY
HELD BY CONSOLIDATED LOCAL PARTNERSHIPS
IN WHICH REAL VI HAS INVESTMENTS
DECEMBER 31, 1999
Investments in property and equipment - general partnerships (continued):
<TABLE>
<CAPTION>
Buildings
Furnishings,
And
Land Equipment Total
----------- ----------- -----------
<S> <C> <C> <C>
Balance, January 1, 1997 $ 1,557,180 $ 4,108,239 $ 5,665,419
Activity during 1997 -- -- --
----------- ----------- -----------
Balance, December 31, 1997 1,557,180 4,108,239 5,665,419
Sales of Property in 1998 (1,557,180) (4,108,239) (5,665,419)
----------- ----------- -----------
Balance, December 31, 1998 and 1999 $ -- $ -- $ --
=========== =========== ===========
</TABLE>
35
<PAGE> 37
SCHEDULE III
(Continued)
REAL ESTATE ASSOCIATES LIMITED VI
REAL ESTATE AND ACCUMULATED DEPRECIATION OF PROPERTY
HELD BY CONSOLIDATED LOCAL PARTNERSHIPS
IN WHICH REAL VI HAS INVESTMENTS
DECEMBER 31, 1999
<TABLE>
<CAPTION>
Buildings,
Furnishings,
And
Equipment
-----------
<S> <C>
Accumulated Depreciation:
Balance at January 1, 1997 $ 2,506,949
Net additions for 1997 142,421
-----------
Balance at December 31, 1997 2,649,370
Net additions for 1998 142,421
Sale of Property in 1998 (2,791,791)
-----------
Balance at December 31, 1998 and 1999 $ --
===========
</TABLE>
36
<PAGE> 38
PART III.
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT:
REAL ESTATE ASSOCIATES LIMITED VI (the "Partnership") has no directors or
executive officers of its own.
Prior to December 30, 1998, NAPICO was a wholly owned subsidiary of Casden
Investment Corporation ("CIC"), which is wholly owned by Alan I. Casden. On
December 30, 1998, Casden Properties Operating Partnership, L.P. (the "Operating
Partnership"), a majority owned subsidiary of Casden Properties Inc., a real
estate investment trust organized by Alan I. Casden, purchased a 95.25% economic
interest in NAPICO. The following biographical information is presented for the
directors and executive officers of NAPICO with principal responsibility for the
Partnership's affairs.
CHARLES H. BOXENBAUM, 70, Chairman of the Board of Directors and Chief Executive
Officer of NAPICO.
Mr. Boxenbaum has been associated with NAPICO since its inception. He has been
active in the real estate industry since 1960, and prior to joining NAPICO was a
real estate broker with the Beverly Hills firm of Carl Rhodes Company.
Mr. Boxenbaum has been a guest lecturer at national and state realty
conventions, certified properties exchanger's seminars, Los Angeles Town Hall,
National Association of Home Builders, International Council of Shopping
Centers, Society of Conventional Appraisers, California Real Estate Association,
National Institute of Real Estate Brokers, Appraisal Institute, various mortgage
banking seminars, and the North American Property Forum held in London, England.
In 1963, he was the winner of the Snyder Award, the highest annual award offered
by the National Association of Real Estate Boards for Best Exchange. He is one
of the founders and a past director of the First Los Angeles Bank, organized in
November 1974. Mr. Boxenbaum was a member of the Board of Directors of the
National Housing Council. Mr. Boxenbaum received his Bachelor of Arts degree
from the University of Chicago.
BRUCE E. NELSON, 48, President and a director of NAPICO.
Mr. Nelson joined NAPICO in 1980 and became President in February 1989. He is
responsible for the operations of all NAPICO sponsored limited partnerships.
Prior to that he was primarily responsible for the securities aspects of the
publicly offered real estate investment programs. Mr. Nelson is also involved in
the identification, analysis, and negotiation of real estate investments.
From February 1979 to October 1980, Mr. Nelson held the position of Associate
General Counsel at Western Consulting Group, Inc., private residential and
commercial real estate syndicators. Prior to that time, Mr. Nelson was engaged
in the private practice of law in Los Angeles. Mr. Nelson received his Bachelor
of Arts degree from the University of Wisconsin and is a graduate of the
University of Colorado School of Law. He is a member of the State Bar of
California and is a licensed real estate broker in California and Texas.
ALAN I. CASDEN, 54, Chairman of Casden Properties Inc., a director and member of
the audit committee of NAPICO, and chairman of the Executive Committee of
NAPICO.
Mr. Casden has been involved in approximately $3 billion of real estate
financings and sales and has been responsible for the development and
construction of more than 12,000 apartment units and 5,000 single-family homes
and condominiums.
Mr. Casden is a member of the American Institute of Certified Public Accountants
and of the California Society of Certified Public Accountants. Mr. Casden is a
member of the advisory board of the National Multi- Family Housing Conference,
the Multi-Family Housing Council, and the President's Council of the California
37
<PAGE> 39
Building Industry Association. He also serves on the advisory board to the
School of Accounting of the University of Southern California. He holds a
Bachelor of Science degree and a Masters in Business Administration degree from
the University of Southern California.
PAUL PATIERNO, 43, Chief Financial Officer.
Mr. Patierno joined NAPICO in 1998 and is responsible for its financial affairs,
as well as the limited partnerships sponsored by it. From 1995 until joining
NAPICO in September 1998, Mr. Patierno was a senior manager in the affordable
housing group of Altschuler, Melvoin and Glasser LLP, a national public
accounting firm. From 1990 to 1995, he practiced public accounting with a firm
specializing in real estate syndication. Mr. Patierno received his bachelor of
science degree in accounting from California State University at Northridge, and
is a member of the American Institute of Certified Public Accountants and the
California Society of Certified Public Accountants.
PATRICIA W. TOY, 70, Senior Vice President - Communications and Assistant
Secretary.
Mrs. Toy joined NAPICO in 1977, following her receipt of an MBA from the
Graduate School of Management, UCLA. From 1952 to 1956, Mrs. Toy served as a
U.S. Naval Officer in communications and personnel assignments. She holds a
Bachelor of Arts Degree from the University of Nebraska.
MARK L. WALTHER, 39, Executive Vice President, General Counsel and Assistant
Secretary.
Mr. Walther joined NAPICO in 1987 and is responsible for the legal affairs of
the NAPICO sponsored limited partnerships. Prior to joining NAPICO, Mr. Walther
worked in the San Francisco law firm of Browne and Kahn which specialized in
construction litigation. Mr. Walther received his Bachelor of Arts Degree in
Political Science from the University of California, Santa Barbara and is a
graduate of the University of California, Davis, School of Law. He is a member
of the State Bar of Hawaii.
NAPICO and several of its officers, directors and affiliates, including Charles
H. Boxenbaum, Bruce E. Nelson and Alan I. Casden, consented to the entry, on
June 25, 1997, of an administrative cease and desist order by the U.S.
Securities and Exchange Commission (the "Commission"), without admitting or
denying any of the findings made by the Commission. The Commission found that
NAPICO and others had violated certain federal securities laws in connection
with transactions unrelated to the Partnership. The Commission's order did not
impose any cost, burden or penalty on any partnership managed by NAPICO and does
not impact NAPICO's ability to serve as the Partnership's Managing General
Partner.
38
<PAGE> 40
ITEM 11. MANAGEMENT REMUNERATION AND TRANSACTIONS
Real Estate Associates Limited VI has no officers, employees, or directors.
However, under the terms of the Restated Certificate and Agreement of Limited
Partnership, the Partnership is obligated to pay the Corporate General Partner
an annual management fee. The annual management fee is approximately equal to .5
percent of the invested assets, including the Partnership's allocable share of
the mortgages related to real estate properties held by local limited
partnerships. The fee is earned beginning in the month the Partnership makes its
initial contribution to the local partnership. In addition, the Partnership
reimburses the Corporate General Partner for certain expenses.
An affiliate of the Corporate General Partner is responsible for the on-site
property management for certain properties owned by the limited partnerships in
which the Partnership has invested.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
(a) Security Ownership of Certain Beneficial Owners
The general partners own all of the outstanding general partnership
interests of REAL VI; no person is known to own beneficially in excess
of 5% of the outstanding limited partnership interests.
(b) With the exception of the initial limited partner, Bruce Nelson, who is
an officer of the corporate general partner, none of the officers or
directors of the corporate general partner own directly or beneficially
any limited partnership interests in REAL VI.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The Partnership has no officers, directors or employees of its own. All of its
affairs are managed by the Corporate General Partner, National Partnership
Investments Corp. ("NAPICO"). The Partnership is obligated to NAPICO for an
annual management fee equal to .4 percent of the original remaining invested
assets of the limited partnerships. Invested assets is defined as the costs of
acquiring project interests, including the proportionate amount of the mortgage
loans related to the Partnership's interest in the capital accounts of the
respective partnerships. Management fees were $253,373 for the year ended
December 31, 1999 and $502,224 and $501,660 for each of the two years in the
period ended December 31, 1998.
The Partnership reimburses NAPICO for certain expenses. The reimbursement to
NAPICO was $41,364, $51,491 and $51,487 in 1999, 1998 and 1997, respectively,
and is included in operating expenses.
An affiliate of the minority general partner of a general partnership that was
consolidated, managed the property owned by that partnership. The fee was
calculated based on five percent of gross collections plus reimbursement of
certain expenses. The Partnership paid management fees to the affiliate of
approximately $56,000 and $54,000 in 1998 and 1997, respectively.
An affiliate of NAPICO was the general partner in 10 of the limited partnerships
in which the partnership interests were sold on December 30, 1998, and another
affiliate received property management fees of approximately 5 to 7 percent of
revenue from seven of these partnerships. Subsequent to the sale of certain
partnership interests, NAPICO is the general partner in 6 of the limited
partnerships, and another affiliate manages 4 of the limited partnership's
properties. The affiliate received property management fees of $77,003, $76,325
and $164,908 in 1999, 1998 and 1997, respectively.
39
<PAGE> 41
On December 30, 1998, the Partnership sold its limited partnership interests in
10 local limited partnerships with a total carrying value of $3,878,886 and its
general partner interest in one local general partnership with a partner deficit
of $1,507,828 to the Operating Partnership. The sale resulted in net proceeds to
the Partnership of a $1,397,081 and a net gain of $7,497,969 after being
relieved of notes and interest payable of $8,712,920 and incurring selling
expenses of $240,994. In March 1999, the Partnership made cash distributions of
$2,769,110 to the limited partners and $27,971 to the general partners, which
included using proceeds from the sale of the partnership interests.
The Operating Partnership 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 the Operating
Partnership; (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.
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K:
FINANCIAL STATEMENTS
Report of Independent Public Accountants.
Consolidated Balance Sheets as of December 31, 1999 and 1998.
Consolidated Statements of Operations for the years ended December 31, 1999,
1998 and 1997.
Consolidated Statements of Partners' Equity (Deficiency) for the years ended
December 31, 1999, 1998 and 1997.
Consolidated Statements of Cash Flows for the years ended December 31, 1999,
1998 and 1997.
Notes to Consolidated Financial Statements.
FINANCIAL STATEMENT SCHEDULES
APPLICABLE TO REAL ESTATE ASSOCIATES LIMITED VI REAL ESTATE III AND THE LIMITED
PARTNERSHIPS:
Schedule - Investments in Limited Partnerships, December 31, 1999, 1998 and
1997.
Schedule III - Real Estate and Accumulated Depreciation, December 31, 1999, 1998
and 1997.
The remaining schedules are omitted because any required information is included
in the financial statements and notes thereto.
EXHIBITS
(3) Articles of incorporation and bylaws: The registrant is not
incorporated. The Partnership Agreement was filed with Form S-11
#2-82090 incorporated herein by reference.
40
<PAGE> 42
(10) Material contracts: The registrant is not party to any material
contracts, other than the Restated Certificate and Agreement of Limited
Partnership dated October 12, l982, and the forty contracts
representing the partnership investment in local limited and general
partnerships as previously filed at the Securities Exchange Commission,
File #2-282090 which is hereby incorporated by reference.
REPORTS ON FORM 8-K
No reports on Form 8-K were filed during the year ended December 31, 1999.
41
<PAGE> 43
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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 in the City of Los Angeles,
State of California.
REAL ESTATE ASSOCIATES LIMITED VI
By: NATIONAL PARTNERSHIP INVESTMENTS CORP.
General Partner
/s/ CHARLES H. BOXENBAUM
- ------------------------------------
Charles H. Boxenbaum
Chairman of the Board of Directors
and Chief Executive Officer
/s/ BRUCE E. NELSON
- ------------------------------------
Bruce E. Nelson
Director and President
/s/ ALAN I. CASDEN
- ------------------------------------
Alan I. Casden
Director
/s/ PAUL PATIERNO
- ------------------------------------
Paul Patierno
Chief Financial Officer
42
<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> 12-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> DEC-31-1999
<CASH> 3,312,395
<SECURITIES> 0
<RECEIVABLES> 239,770
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 3,552,165
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 4,062,164
<CURRENT-LIABILITIES> 6,905
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 332,525
<TOTAL-LIABILITY-AND-EQUITY> 4,062,164
<SALES> 0
<TOTAL-REVENUES> 208,557
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 574,536
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 140,550
<INCOME-PRETAX> (506,529)
<INCOME-TAX> 0
<INCOME-CONTINUING> (506,529)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (506,529)
<EPS-BASIC> 0
<EPS-DILUTED> 0
</TABLE>
