UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------------------
FORM 10-Q
|X| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTER ENDED MARCH 31, 2000
OR
|_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
For the transition period from ______ to _______ .
Commission File Number: 0-13129
PAINE WEBBER INCOME PROPERTIES SIX LIMITED PARTNERSHIP
-----------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 04-2829686
-------- ----------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
265 Franklin Street, Boston, Massachusetts 02110
- ------------------------------------------ -----
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (617) 439-8118
--------------
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes |X| No |_|.
<PAGE>
PAINE WEBBER INCOME PROPERTIES SIX LIMITED PARTNERSHIP
BALANCE SHEETS
March 31, 2000 and September 30, 1999 (Unaudited)
(In thousands)
ASSETS
March 31 September 30
-------- ------------
Cash and cash equivalents $ 4,007 $ 12,665
Accounts receivable - affiliates - 879
--------- --------
$ 4,007 $ 13,544
========= ========
LIABILITIES AND PARTNERS' CAPITAL
Losses of joint venture in excess of
investments and advances $ 891 $ 765
Accounts payable - affiliates - 13
Accrued expenses and other liabilities 20 21
Partners' capital 3,096 12,745
--------- --------
$ 4,007 $ 13,544
========= ========
STATEMENTS OF CHANGES IN PARTNERS' CAPITAL (DEFICIT)
For the six months ended March 31, 2000 and 1999 (Unaudited)
(In thousands)
General Limited
Partners Partners
-------- --------
Balance at September 30, 1998 $(1,367) $ 6,102
Cash distributions (11) (10,352)
Net income 103 10,179
------- -------
Balance at March 31, 1999 $(1,275) $ 5,929
======= =======
Balance at September 30, 1999 $(1,187) $13,932
Cash distributions (6) (9,788)
Net income 2 143
------- -------
Balance at March 31, 2000 $(1,191) $ 4,287
======= =======
See accompanying notes.
<PAGE>
PAINE WEBBER INCOME PROPERTIES SIX LIMITED PARTNERSHIP
STATEMENTS OF INCOME
For the three and six months ended March 31, 2000 and 1999 (Unaudited)
(In thousands, except per Unit data)
Three Months Ended Six Months Ended
March 31, March 31,
------------------- ------------------
2000 1999 2000 1999
---- ---- ---- ----
Revenues:
Interest and other income $ 73 $ 61 $ 168 $ 149
Expenses:
Management fees 13 36 35 72
General and administrative 105 42 193 143
------- ------- -------- -------
118 78 228 215
------- ------- -------- -------
Operating loss (45) (17) (60) (66)
Partnership's share of
gain on sale of operating
investment property - - - 10,228
Partnership's share of
ventures' income 112 176 205 120
------- ------- -------- -------
Net income $ 67 $ 159 $ 145 $10,282
======= ======== ======== =======
Net income per Limited
Partnership Unit $ 1.10 $ 2.63 $ 2.39 $169.64
====== ====== ======= =======
Cash distributions per Limited
Partnership Unit $ 5.07 $ 8.77 $163.14 $172.54
====== ====== ======= =======
The above net income and cash distributions per Limited Partnership Unit are
based upon the 60,000 Units of Limited Partnership Interest outstanding for each
period.
See accompanying notes.
<PAGE>
PAINE WEBBER INCOME PROPERTIES SIX LIMITED PARTNERSHIP
STATEMENTS OF CASH FLOWS
For the six months ended March 31, 2000 and 1999 (Unaudited)
Increase (Decrease) in Cash and Cash Equivalents
(In thousands)
2000 1999
---- ----
Cash flows from operating activities:
Net income $ 145 $ 10,282
Adjustments to reconcile net income to
net cash provided by (used in) operating
activities:
Partnership's share of gain on sale
of operating investment property - (10,228)
Partnership's share of ventures' income (205) (120)
Changes in assets and liabilities:
Accounts receivable - affiliates 879 -
Accounts payable - affiliates (13) (2)
Accrued expenses and other liabilities (1) 14
-------- --------
Total adjustments 660 (10,336)
-------- --------
Net cash provided by (used in)
operating activities 805 (54)
-------- --------
Cash flows from investing activities:
Distributions from joint ventures 331 13,613
Cash contributions - (77)
-------- --------
Net cash provided by investing
activities 331 13,536
-------- --------
Cash flows from financing activities:
Cash distributions to partners (9,794) (10,363)
-------- --------
Net (decrease) increase in cash and
cash equivalents (8,658) 3,119
Cash and cash equivalents, beginning of period 12,665 1,344
-------- --------
Cash and cash equivalents, end of period $ 4,007 $ 4,463
======== ========
See accompanying notes.
<PAGE>
PAINE WEBBER INCOME PROPERTIES SIX
LIMITED PARTNERSHIP
Notes to Financial Statements
(Unaudited)
1. General
- -----------
The accompanying financial statements, footnotes and discussion should be
read in conjunction with the financial statements and footnotes contained in the
Partnership's Annual Report for the year ended September 30, 1999. In the
opinion of management, the accompanying financial statements, which have not
been audited, reflect all adjustments necessary to present fairly the results
for the interim period. All of the accounting adjustments reflected in the
accompanying interim financial statements are of a normal recurring nature.
The accompanying financial statements have been prepared on the accrual
basis of accounting in accordance with generally accepted accounting principles
which require management to make estimates and assumptions that affect the
reported amounts of assets and liabilities and disclosures of contingent assets
and liabilities as of March 31, 2000 and September 30, 1999 and revenues and
expenses for the six months ended March 31, 2000 and 1999. Actual results could
differ from the estimates and assumptions used.
The Partnership is currently focusing on potential disposition strategies
for the remaining investment in its portfolio. It had been contemplated that a
sale of the Partnership's Mall Corners investment, which would be followed by an
orderly liquidation of the Partnership, could be completed by the end of
calendar year 1999. However, because of the recently announced closing of an
anchor tenant at Mall Corners, as well as other current vacancies at the
property, the joint venture partner believes that it could be desirable from its
perspective to re-lease some or all of the currently vacant space at the Center
before selling the property. As a result, the Partnership has been exploring its
strategic alternatives, and the disposition plan for the Mall Corners investment
has not yet been finalized. A liquidation of the Partnership is now not expected
to be completed until the third quarter of calendar year 2000 at the earliest.
There are no assurances, however, that a sale of the remaining investment and a
liquidation of the Partnership will be completed within this time.
2. Investments in Joint Ventures
- ---------------------------------
As of March 31, 2000, the Partnership has an investment in one remaining
joint venture which owns an operating investment property (three at September
30, 1998) as more fully described in the Partnership's Annual Report. During the
first quarter of fiscal 1999, on November 16, 1998, Kentucky-Hurstbourne
Associates sold its operating investment property, the Hurstbourne Apartments,
to an unrelated party for $22.9 million. The sale generated net proceeds of
approximately $12,941,000 to the Partnership after the repayment of the
outstanding first mortgage loan of approximately $8,124,000, accrued interest of
approximately $30,000, a prepayment penalty of $187,000, closing proration
adjustments of approximately $380,000, closing costs of approximately $266,000
and a payment of approximately $972,000 to the Partnership's co-venture partner
for its share of the net proceeds in accordance with the terms of the joint
venture agreement. As a result of the sale of the Hurstbourne property, the
Partnership made a special distribution of $9,300,000, or $155 per original
$1,000 Unit, to the Limited Partners on December 15, 1998. Approximately
$3,641,000 of the Hurstbourne net sale proceeds were retained and added to the
Partnership's cash reserves to ensure that the Partnership has sufficient
capital resources to fund its share of potential capital improvement expenses at
the Mall Corners Shopping Center (see below).
On September 30, 1999, Regent's Walk Associates, a joint venture in which
the Partnership had an interest, sold its operating investment property, the
Regent's Walk Apartments, located in Overland Park, Kansas, to an affiliate of
its unaffiliated joint venture partner for $17.75 million. The sale generated
net proceeds of approximately $8,068,000, after the assumption of the
outstanding first mortgage loan of approximately $8,624,000, accrued interest of
approximately $51,000, closing proration adjustments of approximately $189,000,
and a payment of approximately $818,000 to the Partnership's non-affiliated
co-venture partner for its share of the net proceeds in accordance with the
terms of the joint venture agreement. In addition, as a result of the Regent's
Walk sale, the Partnership received $117,000 which had been held in escrow at
the property plus $257,000 as a result of operations of the property through the
date of sale. The Partnership made a special distribution to the Limited
Partners of $9,180,000, or $153 per original $1,000 investment, on October 15,
1999 to Unitholders of record on the September 30, 1999 sale date. Of the
$153.00 total, $140.30 resulted from the sale of Regent's Walk and $12.70 was
from Partnership reserves that exceed expected future requirements.
With the fiscal 1999 sales of the Hurstbourne and Regent's Walk
properties, the Partnership's only remaining real estate investment is a joint
venture interest in the Mall Corners Shopping Center, a 304,000 square foot
retail center in suburban Atlanta, Georgia. The property was 50% occupied as of
March 31, 2000. During the quarter ended December 31, 1999, the Partnership
initiated the right of first offer provision of the Mall Corners joint venture
agreement. In accordance with the agreement, the Partnership gave formal notice
to the co-venture partner that it was being given the opportunity to make a
first offer for the purchase of the property at a specified sales price of $22
million. The co-venturer had until January 31, 2000 to notify the Partnership of
its intent to purchase the property and to put up a non-refundable deposit in
connection with the transaction. While the co-venturer has expressed an interest
in completing a transaction at the specified price, the Partnership's position
is that the joint venture partner did not abide by the terms of the joint
venture agreement by failing to make the required deposit on or before January
31, 2000. As a result, the Partnership's position is that it now has the right
to complete a sale to any third-party at terms no less favorable than those
specified in the first offer notice to the co-venturer. The joint venture
partner is disputing this position. Accordingly, the Partnership is currently in
the process of marketing the property for sale and soliciting offers. At the
same time, the Partnership continues its discussions with the co-venturer about
a potential sale transaction. In light of the current leasing status, there
remains the potential need for significant capital at the property to pay for
re-leasing expenses, in the event that a near term sale cannot be completed.
Consequently, the Managing General Partner has recommended that the
Partnership's regular quarterly distributions be suspended until further notice.
As a result, after the payment made on February 15, 2000 for the quarter ended
December 31, 1999, no further quarterly distributions are planned.
The joint ventures are accounted for on the equity method because the
Partnership does not have a voting control interest in the ventures. Under the
equity method the ventures are carried at cost adjusted for the Partnership's
share of the ventures' earnings and losses and distributions. Summarized
operations of the joint ventures for the three and six months ended March 31,
2000 and 1999 are as follows:
CONDENSED COMBINED SUMMARY OF OPERATIONS
For the three and six months ended March 31, 2000 and 1999
(in thousands)
Three Months Ended Six Months Ended
March 31, March 31,
------------------ -----------------
2000 1999 2000 1999
---- ---- ---- ----
Rental revenues and expense
recoveries $ 915 $1,710 $1,879 $3,735
Interest and other income 12 6 15 22
------- ------- ------- -------
927 1,716 1,894 3,757
Property operating expenses 193 583 440 1,271
Interest expense 327 509 660 1,287
Depreciation and amortization 295 448 589 1,077
------- ------- ------- -------
815 1,540 1,689 3,635
------- ------- ------- -------
Operating income 112 176 205 122
Gain on sale of operating
investment property - - - 11,245
------- ------- ------- -------
Net income $ 112 $ 176 $ 205 $11,367
======= ======= ======= =======
Net income:
Partnership's share of
combined income $ 112 $ 176 $ 205 $10,348
Co-venturers' share of
combined income - - - 1,019
------- ------- ------- -------
$ 112 $ 176 $ 205 $11,367
======= ======= ======= =======
<PAGE>
The Partnership's share of the combined income of the joint ventures is
presented as follows on the accompanying statements of income (in thousands):
Three Months Ended Six Months Ended
March 31, March 31,
------------------ ----------------
2000 1999 2000 1999
---- ---- ---- ----
Partnership's share of
ventures' income $ 112 $ 176 $ 205 $ 120
Partnership's share of
gain on sale of operating
investment property - - - 10,228
------- ------- ------- -------
$ 112 $ 176 $ 205 $10,348
======= ======= ======= =======
3. Related Party Transactions
- ------------------------------
The Adviser earned total management fees of $35,000 and $72,000 for the
six-month periods ended March 31, 2000 and 1999, respectively. Regular quarterly
distributions to the Limited Partners, upon which the management fees are based,
were suspended effective for the quarter ended March 31, 2000. Since
distributions are no longer being paid, no basic management fee was earned by
the Adviser for the quarter ended March 31, 2000. Asset management fees, which
are earned upon the payment of operating distributions to the Limited Partners,
will not be earned subsequent to March 31, 2000 unless quarterly distributions
are reinstated. Accounts payable - affiliates at September 30, 1999 consisted of
management fees of $13,000 payable to the Adviser.
Included in general and administrative expenses for the six-month periods
ended March 31, 2000 and 1999 is $60,000 and $58,000, respectively, representing
reimbursements to an affiliate of the Managing General Partner for providing
certain financial, accounting and investor communication services to the
Partnership.
Also included in general and administrative expenses for the six-month
periods ended March 31, 2000 and 1999 is $3,000 and $2,000, respectively,
representing fees earned by an affiliate, Mitchell Hutchins Institutional
Investors, Inc., for managing the Partnership's cash assets.
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Information Relating to Forward-Looking Statements
- --------------------------------------------------
The following discussion of financial condition includes forward-looking
statements which reflect management's current views with respect to future
events and financial performance of the Partnership. These forward-looking
statements are subject to certain risks and uncertainties, including those
identified in Item 7 of the Partnership's Annual Report on Form 10-K for the
year ended September 30, 1999 under the heading "Certain Factors Affecting
Future Operating Results," which could cause actual results to differ materially
from historical results or those anticipated. The words "believe," "expect,"
"anticipate," and similar expressions identify forward-looking statements.
Readers are cautioned not to place undue reliance on these forward-looking
statements, which were made based on facts and conditions as they existed as of
the date of this report. The Partnership undertakes no obligation to publicly
update or revise any forward-looking statements, whether as a result of new
information, future events or otherwise.
Liquidity and Capital Resources
- -------------------------------
As discussed further in the Annual Report, on November 16, 1998,
Kentucky-Hurstbourne Associates, a joint venture in which the Partnership had an
interest, sold its operating investment property, the Hurstbourne Apartments,
located in Louisville, Kentucky, to an unrelated party for $22.9 million. The
sale generated net proceeds of approximately $12,941,000 to the Partnership
after the repayment of the outstanding first mortgage loan of approximately
$8,124,000, accrued interest of approximately $30,000, a prepayment penalty of
$187,000, closing proration adjustments of approximately $380,000, closing costs
of approximately $266,000 and a payment of approximately $972,000 to the
Partnership's co-venture partner for its share of the net proceeds in accordance
with the terms of the joint venture agreement. As a result of the sale of the
Hurstbourne property, the Partnership made a special distribution of $9,300,000,
or $155 per original $1,000 Unit, to the Limited Partners on December 15, 1998.
Approximately $3,641,000 of the Hurstbourne net sale proceeds were retained and
added to the Partnership's cash reserves to ensure that the Partnership has
sufficient capital resources to fund its share of potential capital improvement
expenses at the Mall Corners Shopping Center.
On September 30, 1999, Regent's Walk Associates, a joint venture in which
the Partnership had an interest, sold its operating investment property, the
Regent's Walk Apartments, located in Overland Park, Kansas, to an affiliate of
its unaffiliated joint venture partner for $17.75 million. The sale generated
net proceeds of approximately $8,068,000, after the assumption of the
outstanding first mortgage loan of approximately $8,624,000, accrued interest of
approximately $51,000, closing proration adjustments of approximately $189,000,
and a payment of approximately $818,000 to the Partnership's non-affiliated
co-venture partner for its share of the net proceeds in accordance with the
terms of the joint venture agreement. In addition, as a result of the Regent's
Walk sale, the Partnership received $117,000 which had been held in escrow at
the property plus $257,000 as a result of operations of the property through the
date of sale. The Partnership made a special distribution to the Limited
Partners of $9,180,000, or $153 per original $1,000 investment, on October 15,
1999 to Unitholders of record on the September 30, 1999 sale date. Of the
$153.00 total, $140.30 resulted from the sale of Regent's Walk and $12.70 was
from Partnership reserves that exceed expected future requirements.
With the fiscal 1999 sales of the Hurstbourne and Regent's Walk
properties, the Partnership's only remaining real estate investment is a joint
venture interest in the Mall Corners Shopping Center, a 304,000 square foot
retail center in suburban Atlanta, Georgia. As previously reported, the
Partnership has been focusing on potential disposition strategies for the
remaining investment in its portfolio. As part of the efforts to prepare the
remaining property for sale, the Partnership continues to work with the
property's leasing and management team to develop and implement programs that
will protect and enhance value and maximize cash flow. The Partnership had
previously reported that, although no assurances could be given, it was
contemplated that a liquidation of the Partnership could be completed by
calendar year-end 1999. However, because of the recently announced closing of
Upton's, an anchor tenant at Mall Corners, as well as other current vacancies at
the property, the Partnership's joint venture partner believes that it could be
desirable from its perspective to re-lease some or all of the currently vacant
space at the Center before selling the property. As a result, the Partnership
has been exploring its strategic alternatives, and the disposition plan for the
Mall Corners investment has not yet been finalized. A liquidation of the
Partnership is now not expected to be completed until the third quarter of
calendar year 2000 at the earliest. There are no assurances, however, that a
sale of the remaining investment and a liquidation of the Partnership will be
completed within this time frame.
<PAGE>
As of March 31, 2000, the Mall Corners Shopping Center, located in the
suburban Atlanta, Georgia market, was 50% occupied, as compared to an occupancy
level of 73% at September 30, 1999. As previously reported, the owner of
Upton's, an anchor tenant that leased 16% of the Center's rentable area,
announced on July 19, 1999 that all of the stores in the chain would be closed
in the near future. At the end of the first quarter of fiscal 2000, Upton's
closed its operations and vacated the premises. Subsequent to the quarter ended
March 31, 2000, the Partnership and its co-venture partner reached a settlement
with Upton's on a termination agreement under which the tenant agreed to pay the
sum of $1,200,000 in return for a release from its remaining lease obligation,
which was to have run through September 2005. The Mall Corners' mortgage lender
will require that 100% of this termination payment be held in escrow for use to
fund future leasing expenses. In addition, another tenant, Suit Max,
discontinued its operation at the Center during the prior quarter and vacated
16,530 square feet, or 5% of the Center's leasable area. Subsequent to the
quarter ended March 31, 2000, the Partnership and its co-venture partner reached
a settlement with Suit Max on a termination agreement whereby the tenant agreed
to pay the sum of $215,000 in return for a release from its remaining lease
obligation, which was to have run through February 2004. This termination
payment was released to the joint venture in April 2000. Three other tenants
also vacated approximately 8,000 square feet, or 3% of the Center's leasable
area, during the first quarter. During the second quarter, two of these spaces,
comprising 1,845 square feet, were released. The 50% occupancy level reflects
the vacancy for the Upton's and Suit Max stores described above, which together
represent 21% of the center's leasable area, the former Levitz Furniture store,
which represented 16% of the Center's leasable area, the former movie theatre
that occupied 8% of the leasable area and several shop space stores that
represent 5% of the leaseable area. The property's leasing team continues to
work with prospective tenants for the existing vacant space and believes that it
is close to signing a lease with a replacement tenant to occupy the 16,530
square feet formerly occupied by Suit Max. As also previously reported, the
store formerly occupied by Toys R Us that abuts Mall Corners Shopping Center
remains vacant. While the closing of the Toys R Us store does not have a direct
financial impact on Mall Corners, its vacancy continues to have a negative
impact on the Center's appearance and the number of shoppers entering the
Center.
During the quarter ended December 31, 1999, the Partnership initiated the
right of first offer provision of the Mall Corners joint venture agreement. In
accordance with the agreement, the Partnership gave formal notice to the
co-venture partner that it was being given the opportunity to make a first offer
for the purchase of the property at a specified sales price of $22 million. The
co-venturer had until January 31, 2000 to notify the Partnership of its intent
to purchase the property and to put up a non-refundable deposit in connection
with the transaction. While the co-venturer has expressed an interest in
completing a transaction at the specified price, the Partnership's position is
that the joint venture partner did not abide by the terms of the joint venture
agreement by failing to make the required deposit on or before January 31, 2000.
As a result, the Partnership's position is that it now has the right to complete
a sale to any third-party at terms no less favorable than those specified in the
first offer notice to the co-venturer. The joint venture partner is disputing
this position. Accordingly, the Partnership is currently in the process of
marketing the property for sale and soliciting offers. At the same time, the
Partnership continues its discussions with the co-venturer about a potential
sale transaction. In light of the current leasing status, there remains the
potential need for significant capital at the property to pay for re-leasing
expenses, in the event that a near term sale cannot be completed. Consequently,
the Managing General Partner has recommended that the Partnership's regular
quarterly distributions be suspended until further notice. As a result, after
the payment made on February 15, 2000 for the quarter ended December 31, 1999,
no further quarterly distributions are planned.
At March 31, 2000, the Partnership had available cash and cash equivalents
of approximately $4,007,000. Such cash and cash equivalents will be utilized for
Partnership requirements such as the payment of operating expenses and the
funding of future operating deficits or capital improvements at the remaining
joint venture. The source of future liquidity and distributions to the partners
is expected to be from cash generated from the operations of the Partnership's
income-producing investment property and proceeds from the sale or refinancing
of such property. Such sources of liquidity are expected to be sufficient to
meet the Partnership's needs on both a short-term and long-term basis.
Results of Operations
Three Months Ended March 31, 2000
- ---------------------------------
The Partnership reported net income of $67,000 for the three months ended
March 31, 2000, as compared to net income of $159,000 for the same period in the
prior year. This decrease in net income was a result of a decrease of $64,000 in
the Partnership's share of ventures' income and a $28,000 increase in the
Partnership's operating loss. The Partnership's share of ventures' income
decreased mainly due to the sale of the Regent's Walk property at the end of
fiscal 1999. Since the property was sold in the prior fiscal year, the
Partnership's share of ventures' income does not include any operations from the
Regent's Walk joint venture in the current period. In addition, rental income
decreased at Mall Corners due to the decline in the property's occupancy level
discussed further above.
The increase in the Partnership's operating loss for the second quarter of
fiscal 2000 resulted from a $63,000 increase in general and administrative
expenses. General and administrative expenses increased due to an increase in
certain required professional fees for the current three-month period. The
increase in general and administrative expenses was partially offset by a
$23,000 reduction in management fees and a $12,000 increase in interest and
other income. Management fees were lower in the current period due to the
suspension of regular quarterly distributions to the Limited Partners, upon
which the management fees are based, effective for the quarter ended March 31,
2000. Interest and other income increased primarily due to the refund of certain
insurance premiums received by the Partnership on behalf of the Regent's Walk
property during the quarter ended March 31, 2000.
Six Months Ended March 31, 2000
- -------------------------------
The Partnership reported net income of $145,000 for the six months ended
March 31, 2000, as compared to net income of $10,282,000 for the same period in
the prior year. This decrease in net income was primarily the result of the
Partnership's share of the gain on the sale of the Hurstbourne Apartments of
$10,228,000 recognized in the first quarter of fiscal 1999. The decrease in net
income due to the gain on the sale of the Hurstbourne Apartments was partially
offset by an increase in the Partnership's share of ventures' income and a
decrease in the Partnership's operating loss. The Partnership's share of
ventures' income increased by $85,000 for the current six-month period mainly
due to the sale of the Hurstbourne Apartments during the prior fiscal year, as
Hurstbourne had an operating loss of $217,000 during the same period in the
prior year. The impact of the Hurstbourne sale was partially offset by the sale
of the Regent's Walk property at the end of fiscal 1999. The Regent's Walk joint
venture had operating income of $67,000 during the same period in the prior
year. In addition, rental income decreased at Mall Corners due to the decline in
the property's occupancy level discussed further above.
The Partnership's operating loss decreased by $6,000 due to a $37,000
reduction in management fees and a $19,000 increase in interest and other
income. Management fees were lower in the current period due to the suspension
of regular quarterly distributions to the Limited Partners, upon which the
management fees are based, effective for the quarter ended March 31, 2000.
Interest and other income increased mainly due to the receipt and temporary
investment of the proceeds from the sale of Regent's Walk prior to the
distribution to the Limited Partners, which occurred on October 15, 1999. The
decrease in management fees expense and the increase in interest and other
income were partially offset by an increase in general and administrative
expenses of $50,000. General and administrative expenses increased mainly due to
an increase in certain required professional fees for the current six-month
period.
<PAGE>
PART II
Other Information
Item 1. Legal Proceedings NONE
- -------------------------
Item 2. through 5. NONE
- ------------------
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits: NONE
(b) Reports on Form 8-K: NONE
<PAGE>
PAINE WEBBER INCOME PROPERTIES SIX LIMITED PARTNERSHIP
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Partnership has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.
PAINE WEBBER INCOME PROPERTIES SIX
LIMITED PARTNERSHIP
By: Sixth Income Properties Fund, Inc.
----------------------------------
Managing General Partner
By: /s/ Walter V. Arnold
---------------------
Walter V. Arnold
Senior Vice President and Chief
Financial Officer
Dated: May 12, 2000
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
Partnership's unaudited financial statements for the quarter ended March 31,
2000 and is qualified in its entirety by reference to such financial statements.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> Sep-30-2000
<PERIOD-END> Mar-31-2000
<CASH> 4,007
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 4,007
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 4,007
<CURRENT-LIABILITIES> 20
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 3,096
<TOTAL-LIABILITY-AND-EQUITY> 4,007
<SALES> 0
<TOTAL-REVENUES> 373
<CGS> 0
<TOTAL-COSTS> 228
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 145
<INCOME-TAX> 0
<INCOME-CONTINUING> 145
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 145
<EPS-BASIC> 2.39
<EPS-DILUTED> 2.39
</TABLE>
