<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-Q
(Mark one)
[x] QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 1999
---------------------------
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
-------------------- -------------------
Commission File Number 0-14695
---------------------------------------------------
NTS-PROPERTIES VI, a Maryland Limited Partnership
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Maryland 61-1066060
- --------------------------------- ------------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
10172 Linn Station Road
Louisville, Kentucky 40223
- --------------------------------- ------------------------------------
(Address of principal executive (Zip Code)
offices)
Registrant's telephone number,
including area code (502) 426-4800
------------------------------------
Not Applicable
- --------------------------------------------------------------------------------
Former name, former address and former fiscal year,
if changed since last report
Indicate by check mark whether the registrant (l) 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, and (2) has been subject to such filing requirements
for the past 90 days.
YES X NO
--- ---
Exhibit Index: See page 20
Total Pages: 21
<PAGE> 2
TABLE OF CONTENTS
-----------------
Pages
-----
PART I
Item 1. Financial Statements
Balance Sheets and Statement of Partners' Equity
as of March 31, 1999 and December 31, 1998 3
Statements of Operations
For the three months ended March 31, 1999 and 1998 4
Statements of Cash Flows
For the three months ended March 31, 1999 and 1998 5
Notes To Financial Statements 6-11
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 12-19
PART II
1. Legal Proceedings 20
2. Changes in Securities 20
3. Defaults upon Senior Securities 20
4. Submission of Matters to a Vote of Security Holders 20
5. Other Information 20
6. Exhibits and Reports on Form 8-K 20
Signatures 21
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<PAGE> 3
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
NTS-PROPERTIES VI,
A Maryland Limited Partnership
------------------------------
BALANCE SHEETS AND STATEMENT OF PARTNERS' EQUITY
------------------------------------------------
<TABLE>
<CAPTION>
As of As of
March 31, 1999 December 31, 1998*
-------------- ------------------
<S> <C> <C>
ASSETS
- ------
Cash and equivalents $ 563,563 $ 362,822
Cash and equivalents - restricted 403,803 446,097
Accounts receivable 117,912 125,474
Land, buildings and amenities, net 37,096,288 37,388,637
Construction in progress 5,679,350 4,363,046
Other assets 538,219 493,329
----------- -----------
$44,399,135 $43,179,405
=========== ===========
LIABILITIES AND PARTNERS' EQUITY
Mortgages payable $28,099,442 $27,119,180
Accounts payable - operations 631,932 245,279
Accounts payable - construction 500,208 319,757
Retainage payable 188,011 141,280
Distributions payable 100,604 102,497
Security deposits 223,458 222,794
Other liabilities 259,684 87,030
----------- -----------
30,003,339 28,237,817
Commitments and contingencies (Note 8)
Partners' equity 14,395,796 14,941,588
----------- -----------
$44,399,135 $43,179,405
=========== ===========
</TABLE>
<TABLE>
<CAPTION>
Limited General
Partners Partner Total
-------- ------- -----
<S> <C> <C> <C>
PARTNERS' EQUITY
Capital contributions, net of
offering costs $ 40,518,631 $ 100 $ 40,518,731
Net income (loss)- prior years (11,749,141) (70,288) (11,819,429)
Net income (loss)- current year (180,864) (1,827) (182,691)
Cash distributions declared to
date (11,709,469) (118,277) (11,827,746)
Repurchase of limited
partnership units (2,293,069) -- (2,293,069)
------------ ------------ ------------
Balances at March 31, 1999 $ 14,586,088 $ (190,292) $ 14,395,796
============ ============ ============
</TABLE>
* Reference is made to the audited financial statements in the Annual
Report on Form 10-K as filed with the Commission on March 31, 1999.
-3-
<PAGE> 4
NTS-PROPERTIES VI,
A Maryland Limited Partnership
------------------------------
STATEMENTS OF OPERATIONS
------------------------
<TABLE>
<CAPTION>
Three Months Ended
March 31,
------------------
1999 1998
----------- -----------
<S> <C> <C>
Revenues:
Rental income $ 2,351,348 $ 2,386,677
Interest and other income 11,574 34,507
----------- -----------
2,362,922 2,421,184
Expenses:
Operating expenses 822,612 553,311
Operating expenses - affiliated 342,424 308,392
Write-off of unamortized land
improvements and amenities 16,042 --
Interest expense 472,309 492,197
Management fees 120,119 118,450
Real estate taxes 203,311 199,915
Professional and administrative expenses 57,351 29,849
Professional and administrative expenses
- affiliated 59,660 68,565
Depreciation and amortization 451,785 450,282
----------- -----------
2,545,613 2,220,961
----------- -----------
Net income (loss) $ (182,691) $ 200,223
=========== ===========
Net income (loss) allocated to the limited
partners $ (180,864) $ 198,221
=========== ===========
Net income (loss) per limited partnership
unit $ (4.52) $ 4.68
=========== ===========
Weighted average number of limited
partnership units 40,037 42,365
=========== ===========
</TABLE>
-4-
<PAGE> 5
NTS-PROPERTIES VI,
A Maryland Limited Partnership
------------------------------
STATEMENTS OF CASH FLOWS
------------------------
<TABLE>
<CAPTION>
Three Months Ended
March 31,
------------------
1999 1998
----------- -----------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss) $ (182,691) $ 200,223
Adjustments to reconcile net income (loss) to net
cash provided by operating activities:
Accrued interest on investment securities -- 203
Amortization of capitalized leasing costs 673 --
Write-off of unamortized land improvements and
amenities 16,042 --
Depreciation and amortization 451,785 450,282
Changes in assets and liabilities:
Cash and equivalents - restricted (45,206) (47,462)
Accounts receivable 7,562 (34,535)
Other assets (52,778) (13,218)
Accounts payable 386,653 9,219
Security deposits 664 3,003
Other liabilities 172,654 204,779
----------- -----------
Net cash provided by operating activities 755,358 772,494
----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES
Additions to land, buildings and amenities (1,468,522) (178,111)
Construction payables 227,182 --
Purchase of investment securities -- (804,314)
Maturity of investment securities -- 1,101,385
----------- -----------
Net cash provided by (used in) investing activities (1,241,340) 118,960
----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from mortgage loans and notes payable 1,261,741 --
Principal payments on mortgages payable (281,479) (249,803)
Cash distributions (102,497) (213,687)
Repurchase of limited partnership units (262,500) (157,200)
Additions to loan costs (16,042) (10,802)
Cash and equivalents - restricted 87,500 157,200
----------- -----------
Net cash provided by (used in) financing activities 686,723 (474,292)
----------- -----------
Net increase in cash and equivalents 200,741 417,162
CASH AND EQUIVALENTS, beginning of period 362,822 276,891
----------- -----------
CASH AND EQUIVALENTS, end of period $ 563,563 $ 694,053
=========== ===========
Interest paid on a cash basis $ 475,138 $ 492,087
=========== ===========
</TABLE>
-5-
<PAGE> 6
NTS-PROPERTIES VI,
A Maryland Limited Partnership
------------------------------
NOTES TO FINANCIAL STATEMENTS
-----------------------------
The financial statements and schedules included herein should be read in
conjunction with the Partnership's 1998 Form 10-K as filed with the Securities
Exchange Commission on March 31, 1999. In the opinion of the General Partner,
all adjustments (only consisting of normal recurring accruals) necessary for a
fair presentation have been made to the accompanying financial statements for
the three months ended March 31, 1999 and 1998.
1. Use of Estimates in the Preparation of Financial Statements
-----------------------------------------------------------
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 the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those
estimates.
2. Basis of Property and Depreciation
----------------------------------
Land, buildings and amenities are stated at cost to the Partnership. Costs
directly associated with the acquisition, development and construction of
a project are capitalized. Depreciation is computed using the
straight-line method over the estimated useful lives of the assets which
are 5-30 years for land improvements, 5-30 years for building and
improvements, 5-30 years for amenities and the applicable lease term for
tenant improvements.
Statement of Financial Accounting Standards (SFAS) No. 121, Accounting
for the Impairment of Long-Lived Assets and for Long-Lived Assets to be
Disposed Of, specifies circumstances in which certain long-lived assets
must be reviewed for impairment. If such review indicates that the
carrying amount of an asset exceeds the sum of its expected future cash
flows, the asset's carrying value must be written down to fair value.
Application of this standard during the three months ended March 31, 1999
and 1998 did not result in an impairment loss.
3. Concentration of Credit Risk
----------------------------
The Partnership owns and operates, either wholly or through a joint
venture, residential properties in Kentucky (Louisville and Lexington),
Indiana (Indianapolis) and Florida (Orlando). The apartment unit is
generally the principal residence of the tenant. The Partnership also
owns and operates, through a joint venture, a commercial property in
Louisville, Kentucky. Substantially all of the tenants are local
businesses or are businesses which have operations in the Louisville
area.
4. Investment Securities
---------------------
Investment securities represent investments in Certificates of Deposit or
securities issued by the U.S. Government with initial maturities of greater
than three months. The investments are carried at cost which approximates
market value. The Partnership sold no securities during the three months
ended March 31, 1999 and the twelve months ended December 31, 1998. The
Partnership held no securities at March 31, 1999 or at December 31, 1998.
-6-
<PAGE> 7
5. Mortgages Payable
-----------------
Mortgages payable consist of the following:
March 31, December 31,
1999 1998
--------- ------------
Mortgage payable with an insurance
company bearing interest at 7.43%, due May
14, 2009 secured by certain land,
buildings and amenities $ 8,086,221 $ 8,220,270
Mortgage payable with an insurance
company bearing interest at 7.32%, due
October 15, 2012 secured by certain
land, buildings and amenities 8,032,631 8,120,331
Mortgage payable with an insurance
company bearing interest at 7.74%, due
October 15, 2012 secured by certain
land, buildings and amenities 6,913,400 6,151,658
Mortgage payable with an insurance
company bearing interest at 7.38%, due
December 5, 2012 secured by certain
land, buildings and amenities 2,685,189 2,713,152
Mortgage payable with an insurance
company bearing interest at 7.38%, due
December 5, 2012 secured by certain
land, buildings and amenities 1,790,126 1,808,769
Note payable to a bank, currently
bearing interest at the Euro-Rate plus
225 basis points, due June 30, 1999
secured by certain land, buildings and 500,000 --
amenities. At March 31, 1999, the
interest rate was approximately 7.19%
Note payable to a bank, bearing
interest at the Prime Rate + 1%, due
June 14, 2001 secured by certain land,
buildings and amenities. At March 31, $ 91,875 $ 105,000
1999, the interest rate was 8.75% ----------- -----------
$28,099,442 $27,119,180
=========== ===========
Based on the borrowing rates currently available to the Partnership for
mortgages with similar terms and average maturities, the fair value of
long-term debt approximates carrying value.
The mortgage payable with an outstanding balance of $6,913,400 as of March
31, 1999 has an additional availability of $5,286,600. The proceeds will be
used to fund the construction of Park Place Apartments Phase III. See
Note 8 Commitments and Contingencies for further information.
-7-
<PAGE> 8
As of March 31, 1999, the Partnership has obtained a mortgage loan from a
bank in the amount of $500,000. A portion of the proceeds were used to pay
tenant finish costs at Plainview Point III Office Center. The remaining
proceeds were used to make equity contributions to Park Place Apartments
Phase III in accordance with the loan agreement with the mortgage company.
The mortgage payable is secured by the land, buildings and amenities of
Plainview Point III Office Center. The mortgage bears interest at the Euro-
Rate plus 225 basis points and matures on June 30, 1999. See Note 10
Subsequent Events for additional information regarding this mortgage
payable.
6. Interest Repurchase Reserve
---------------------------
Pursuant to Section 16.4 of the Partnership's Amended and Restated
Agreement of Limited Partnership, the Partnership established an Interest
Repurchase Reserve. As of March 31, 1999, the Partnership has repurchased a
total of 7,596 Units for $2,123,700 at a price ranging from $250 to $350
per unit. The Interest Repurchase Reserve was funded from cash reserves.
The above offering price per Unit was established by the General Partner in
its sole discretion and does not purport to represent the fair market or
liquidation value of the Unit. Repurchased Units have been retired by the
Partnership, thus increasing the percentage of ownership of each remaining
limited partner investor. The funds remaining in the Interest Repurchase
Reserve at the commencement of the Tender Offer (discussed below) were
returned to unrestricted cash for utilization in the Partnership's
operations.
On October 20, 1998, the Partnership and ORIG, LLC, an affiliate of the
Partnership, (the "Offerors") commenced a Tender Offer to purchase up to
1,250 of the Partnership's limited Partnership Units at a price of $350 per
Unit as of the date of the Offering. Although the Partnership and ORIG, LLC
believe that this price is appropriate, the price of $350 per Unit may not
equate to the fair market value or the liquidation value of the Unit, and
is less than the book value per Unit. Approximately $499,500 ($437,500 to
purchase 1,250 Units plus approximately $62,000 for expenses associated
with the Offer) is required to purchase all 1,250 Units. The Offer stated
that the Partnership will purchase the first 750 Units tendered and will
fund its purchases and its portion of the expenses from cash reserves. If
more than 750 Units are tendered, ORIG, LLC will purchase up to an
additional 500 Units. If more than 1,250 Units are tendered, the
Partnership and ORIG, LLC may choose to acquire the additional Units on the
same terms. Otherwise, tendered Units will be purchased on a pro rata basis
up to 1,250. Units that are acquired by the Partnership will be retired.
Units that are acquired by ORIG, LLC will be held by it. The General
Partner, NTS-Properties Associates VI, does not intend to participate in
the Tender Offer.
Under the terms of the Offer, the Offer expired on January 18, 1999. As of
that date, a total of 2,103 Units were tendered pursuant to the Offer. The
Offerors exercised their right under the terms of the Offer to purchase
more than 1,250 Units and all 2,103 Units tendered were accepted by the
Offerors, without proration. The Partnership repurchased 750 Units and
ORIG, LLC purchased 1,353 Units.
The Partnership and ORIG, LLC, an affiliate of the Partnership, are
planning a second Tender Offer in order to purchase up to 1,000 of the
Partnership's limited Partnership Units at a price of $350 per Unit.
Although the Partnership and ORIG, LLC believe that this price is
appropriate, the price of $350 per Unit may not equate to the fair market
value or the liquidation value of the Unit, and is less than the book value
per Unit. Approximately $378,000 ($350,000 to purchase 1,000 Units plus
approximately $28,000 for expenses associated with the Offer) is required
to purchase all 1,000 Units. The Partnership will purchase the first 500
Units tendered and will fund its purchases and its portion of the expenses
from cash reserves. If more than 500 Units are tendered, ORIG, LLC will
purchase up to an additional 500 Units. If more than 1,000 Units are
tendered, the Partnership and ORIG, LLC may choose to acquire the
additional Units on the same terms. Otherwise, tendered Units will be
purchased on a pro rata basis up to 1,000. Units that are acquired by the
Partnership will be retired. Units that are acquired by ORIG, LLC will be
held by it. The General Partner, NTS Properties Associates VI, does not
intend to participate in the Tender Offer. Further information regarding
the proposed Tender Offer, such as the duration of the Offer, will be
available at a later date.
-8-
<PAGE> 9
7. Related Party Transactions
--------------------------
Pursuant to an agreement with the Partnership, property management fees of
$120,119 and $118,450 for the three months ended March 31, 1999 and 1998,
respectively, were paid to NTS Development Company, an affiliate of the
General Partner. The fee is equal to 5% of gross revenues of the
residential properties and 6% of the gross revenues of the commercial
property. Also pursuant to an agreement, NTS Development Company will
receive a repair and maintenance fee equal to 5.9% of costs incurred which
relate to capital improvements and major repair and renovation projects.
The Partnership incurred $8,092 in repair and maintenance fees during the
three months ended March 31, 1999. The Partnership did not incur repair and
maintenance fees during the three months ended March 31, 1998. The
Partnership was also charged the following amounts from NTS Development
Company for the three months ended March 31, 1999 and 1998. These charges
include items which have been expensed as operating expenses - affiliated
or professional and administrative expenses - affiliated and items which
have been capitalized as other assets or as land, buildings and amenities.
<TABLE>
<CAPTION>
1999 1998
-------- --------
<S> <C> <C>
Administrative $ 72,777 $ 82,202
Property manager 257,307 239,035
Leasing 76,259 54,535
Construction manager 128,245 32,880
Other 8,926 11,986
-------- --------
$543,514 $420,638
======== ========
</TABLE>
8. Commitments and Contingencies
-----------------------------
The Partnership began the construction of Park Place Apartments Phase III
(152 units) during 1998 on the 15 acres of land it owns which is adjacent
to the existing Park Place Apartments in Lexington, Kentucky. It is
currently estimated that the cost of the project will be $9,000,000.
Construction costs will be funded by the remaining loan proceeds of
$7,200,000 from a mortgage loan obtained during 1997 and cash reserves.
Through March 31, 1999, approximately $3,800,000 of the cost had been
incurred.
Construction in progress on the March 31, 1999 Balance Sheet primarily
relates to Park Place Apartments Phase III. Included in the cost of
approximately $5,700,000 is approximately $1,700,000 of land costs,
capitalized interest, common area costs and amenity costs which were
allocated at the time Phases I and II were originally constructed. These
allocated costs had previously been shown on the Partnership's Balance
Sheet as Asset Held for Development. Approximately $200,000 of the total
construction in progress costs, are related to tenant finish costs at the
Plainview Point III Office Center.
The Partnership also plans to renovate the community clubhouse at Park
Place, Golf Brook and Sabal Park Apartments during 1999. It is currently
estimated the aggregate cost for all three renovations will be
approximately $400,000. The Partnership plans to fund the renovations with
short-term financing in the amount of $2,000,000 which will be secured by
Plainview Point III Office Center. The remaining proceeds will be used to
fund a portion of the Partnership's 1999 operating costs and other possible
renovations at the Partnership's properties.
-9-
<PAGE> 10
9. Segment Reporting
-----------------
The Partnership's reportable operating segments include Residential and
Commercial real estate operations. The Residential operations represent the
Partnership's ownership and operating results relative to apartment
complexes known as Willow Lake, Park Place Phase I, Sabal Park and Golf
Brook. The Commercial operations represent the Partnership's ownership and
operating results relative to suburban commercial office space known as
Plainview Point III Office Center.
The financial information of the operating segments has been prepared using
a management approach, which is consistent with the basis and manner in
which the Partnership's management internally disaggregates financial
information for the purposes of assisting in making internal operating
decisions. The Partnership evaluates performance based on stand-alone
operating segment net income.
<TABLE>
<CAPTION>
THREE MONTHS ENDED MARCH 31, 1999
Residential Commercial Total
----------- ---------- -----
<S> <C> <C> <C>
Rental income $ 2,171,583 $ 179,765 $ 2,351,348
Other income 10,673 312 10,985
---------- ---------- ----------
Total net revenues $ 2,182,256 $ 180,077 $ 2,362,333
========== ========== -=========
Operating expenses 1,081,892 82,470 1,164,362
Write-off of unamortized
building improvements 16,042 -- 16,042
Amortization of Capitalized
Leasing Costs -- 673 673
Management Fees 107,389 12,730 120,119
Real Estate Taxes 195,037 8,274 203,311
Depreciation expense 382,816 37,174 419,990
---------- ---------- ----------
Net income (loss) $ 399,080 $ 38,756 $ 437,836
========== =========== ==========
THREE MONTHS ENDED MARCH 31, 1998
Residential Commercial Total
----------- ---------- -----
Rental income $ 2,149,187 $ 237,490 $ 2,386,677
Other income 3,774 327 4,101
---------- ---------- ----------
Total net revenues $ 2,152,961 $ 237,817 $ 2,390,778
========== ========== -=========
Operating expenses 782,786 78,245 861,031
Amortization of Capitalized
Leasing Costs -- 673 673
Management Fees 107,093 11,357 118,450
Real Estate Taxes 191,632 8,283 199,915
Depreciation expense 382,053 38,103 420,156
---------- ---------- ----------
Net income (loss) $ 689,397 $ 101,156 $ 790,553
========== =========== ==========
</TABLE>
-10-
<PAGE> 11
A reconciliation of the totals reported for the operating segments to the
applicable line items in the consolidated financial statements for the three
months ended March 31, 1999 and 1998 is necessary given amounts recorded at the
Partnership level and not allocated to the operating properties for internal
reporting purposes:
<TABLE>
<CAPTION>
1999 1998
---- ----
<S> <C> <C>
NET REVENUES
- ------------
Total revenues for reportable segments $ 2,362,333 $ 2,390,778
Other income at Partnership level 186,326 391,912
Eliminations (185,737) (361,506)
----------- -----------
Total consolidated net revenues $ 2,362,922 $ 2,421,184
=========== ===========
DEPRECIATION AND AMORTIZATION
Total depreciation and amortization
for reportable segments $ 419,990 $ 420,156
Depreciation and amortization for
Partnership level 31,795 30,126
Eliminations -- --
----------- -----------
Total depreciation and amortization $ 451,785 $ 450,282
=========== ===========
NET INCOME (LOSS)
- -----------------
Total net income (loss) for reportable
segments $ 437,836 $ 790,553
Net income (loss) for Partnership (434,789) (228,822)
Eliminations (185,738) (361,508)
----------- -----------
Total net income (loss) $ (182,691) $ 200,223
=========== ===========
</TABLE>
10. Subsequent Event
----------------
Subsequent to March 31, 1999, the Partnership obtained a commitment from a
bank for $2,000,000 of debt financing. The Partnership plans to use the
proceeds to renovate the community clubhouse at Park Place, Golf Brook and
Sabal Park Apartments. The remaining proceeds will be used to fund a
portion of the Partnership's 1999 operating costs and other possible
renovations at the Partnership's properties. The mortgage payable will be
secured by the land, buildings and amenities of Plainview Point III Office
Center.
-11-
<PAGE> 12
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
-----------------------------------------------------------------------
OF OPERATIONS
-------------
Results of Operations
- ---------------------
The occupancy levels at the Partnership's properties as of March 31 were as
follows:
<TABLE>
<CAPTION>
1999 1998
---- ----
<S> <C> <C>
Wholly-Owned Properties
- -----------------------
Sabal Park Apartments 98% 93%
Park Place Apartments Phase I(1) 83% 88%
Willow Lake Apartments(1) 77% 97%
Properties Owned in Joint Venture
- ---------------------------------
with NTS-Properties IV (Ownership % at March 31, 1999)
- ------------------------------------------------------
Golf Brook Apartments(96%) 96% 96%
Plainview Point III Office Center (95%)(1) 93% 96%
</TABLE>
(1) In the opinion of the General Partner of the Partnership, the decrease in
occupancy is only a temporary fluctuation and does not represent a
permanent downward occupancy trend.
The average occupancy levels at the Partnership's properties for the three
months ended March 31, 1999 and 1998 were as follows:
<TABLE>
<CAPTION>
1999 1998
---- ----
<S> <C> <C>
Wholly-owned Properties
- -----------------------
Sabal Park Apartments 96% 93%
Park Place Apartments Phase I(1) 83% 89%
Willow Lake Apartments(1) 77% 93%
Property owned in Joint Venture with
- ------------------------------------
NTS-Properties IV (Ownership % at March 31, 1999
- ------------------------------------------------
Golf Brook Apartments(96%) 95% 93%
Plainview Point III Office Center (95%)(1) 92% 93%
</TABLE>
(2) In the opinion of the General Partner of the Partnership, the decrease in
average occupancy is only a temporary fluctuation and does not represent a
permanent downward occupancy trend.
-12-
<PAGE> 13
Rental and other income generated by the Partnership's properties for the three
months ended March 31, 1999 and 1998 was as follows:
<TABLE>
<CAPTION>
1999 1998
--------- -------
<S> <C> <C>
Wholly-Owned Properties
- -----------------------
Sabal Park Apartments $ 459,638 $ 444,228
Park Place Apartments Phase I $ 448,513 $ 438,876
Willow Lake Apartments $ 555,375 $ 549,510
Properties Owned in Joint Venture
- ---------------------------------
with NTS-Properties IV (Ownership %
- -----------------------------------
at March 31, 1999)
- ------------------
Golf Brook Apartments (96%) $ 718,728 $ 720,348
Plainview Point III Office Center (95%) $ 180,077 $ 237,818
</TABLE>
Revenues shown in the table above for properties owned through a joint venture
represent only the Partnership's percentage interest in those revenues.
The following is an analysis of material changes in results of operations for
the periods ending March 31, 1999 and 1998. Items that did not have a material
impact on operations for the periods listed above have been eliminated from this
discussion.
Rental income decreased approximately $35,000 or 2% for the three months ended
March 31, 1999 as compared to the same period in 1998. The decrease in rental
income was primarily a result of decreased average occupancy at Willow Lake
Apartments, Park Place Phase I Apartments and Plainview Point III Office Center
and decreased common area expense reimbursements at Plainview Point III Office
Center. Leases at Plainview Point III Office Center provide for tenants to
contribute toward the payment of increases in common area maintenance expenses,
insurance, utilities and real estate taxes. These decreases are partially offset
by increased rental rates at Sabal Park Apartments, Park Place Phase I
Apartments, Willow Lake Apartments and Golf Brook Apartments and increased
average occupancy at Sabal Park Apartments.
Year-ending occupancy percentages represent occupancy only on a specific date;
therefore, the above analysis considers average occupancy percentages which are
representative of the entire year's results.
Interest and other income includes interest income from investments made by the
Partnership with cash reserves. Interest income decreased approximately $23,000
or 67% for the three months ended March 31, 1999 as compared to the same period
in 1998. The decrease was a result of the Partnership holding no investments
during the three months ended March 31, 1999, therefore, no interest on
investments was earned.
Operating expenses increased approximately $269,000 or 49% for the three months
ended March 31, 1999 as compared to the same period in 1998 primarily due to the
following: 1) increased apartment renovation costs at Sabal Park Apartment and
Golf Brook Apartments (replacing deteriorated wood and exterior painting
throughout complex due to age and weather), 2) increased landscaping at Sabal
Park Apartments, 3) increased roof repairs and snow removal costs at Willow Lake
Apartments and 4) increased interior painting and parking lot repairs at Park
Place Apartments Phase I. These increases are partially offset by decreased roof
repairs and interior painting at Golf Brook Apartments and decreased interior
painting at Sabal Park Apartments.
-13-
<PAGE> 14
Operating expenses - affiliated increased approximately $34,000 or 11% for the
three months ended March 31, 1999 as compared to the same period in 1998
primarily as a result of increased administrative salary costs. Operating
expenses - affiliated are expenses incurred for services by employees of NTS
Development Company, an affiliate of the General Partner of the Partnership.
The 1999 write-off of unamortized land improvements and amenities can be
attributed to Sabal Park Apartments. The write-off is the result of property
renovations. The write-off represents the cost of unamortized assets which were
replaced as a result of the renovations.
Interest expense decreased approximately $20,000 or 4% for the three months
ended March 31, 1999 as compared to the same period in 1998 as a result of the
Partnership's decreasing debt level as a result of principal payments made. The
decrease is partially offset by interest paid on draws made on the Park Place
Apartments Phase I and II loan and by interest paid on the loan obtained at the
end of 1998 for the water meter project at Golf Brook Apartments and Sabal Park
Apartments.
Professional and administrative expenses increased approximately $27,500 or 92%
for the three months ended March 31, 1999 as compared to the same period in 1998
primarily as a result of the following: 1) costs incurred in connection with the
Tender Offer, 2) increased outside accounting fees and 3) increased costs
associated with replacing vacant positions in the Finance and Accounting
departments of NTS Development Company, an affiliate of the General Partner of
the Partnership. The increase is partially offset by decreased data processing-
external costs.
Professional and administrative expenses - affiliated decreased approximately
$9,000 or 13% for the three months ended March 31, 1999 as compared to the same
period in 1998 primarily as a result of decreased salary costs. Professional and
administrative expenses - affiliated are expenses incurred for services
performed by employees of NTS Development Company, an affiliate of the General
Partner of the Partnership, on behalf of the Partnership.
Depreciation is computed using the straight-line method over the useful lives of
the assets which are 5-30 years for land improvements, 30 years for buildings,
5-30 years for building improvements and 5-30 years for amenities. The aggregate
cost for the Partnership's properties for Federal tax purpose is approximately
$62,225,000.
Liquidity and Capital Resources
- -------------------------------
The majority of the Partnership's cash flow is derived from operating
activities. Cash flows used in investing activities are for tenant finish
improvements, other capital improvements at the Partnership's properties and
construction of Park Place Apartments Phase III. Changes to current tenant
improvements at commercial properties are a typical part of any lease
negotiation. Improvements generally include a revision to the current floor plan
to accommodate a tenant's needs, new carpeting and paint and/or wallcovering.
The extent and cost of these improvements are determined by the size of the
space and whether the improvements are for a new tenant or incurred because of a
lease renewal. The tenant finish improvements and other capital additions have
been funded by cash flow from operations. Park Place Apartments Phase III
construction costs have been funded by debt financing and cash reserves. Cash
flows used in investing activities are also for the purchase of investment
securities. As part of its cash management activities, the Partnership has
purchased Certificates of Deposit or securities issued by the U.S. Government
with initial maturities of greater than three months to improve the return on
its cash reserves. The Partnership intends to hold the securities until
maturity. Cash flows provided by investing activities are derived from the
maturity of investment securities. Cash flows used in financing activities are
for cash distributions, principal payments on mortgages payable, repurchase of
limited partnership Units and payment of loan costs. Cash flows used in
Partnership for the repurchase of limited Partnership Units through the Interest
Repurchase Program or the Tender Offer. Cash flows provided by financing
activities represent the utilization of cash which has been reserved by the
Partnership for the repurchase of limited Partnership Units and proceeds from
mortgage loans.
-14-
<PAGE> 15
Cash flows provided by (used in) during the three months ended March 31:
<TABLE>
<CAPTION>
1999 1998
---- ----
<S> <C> <C>
Operating activities $ 755,358 $ 772,494
Investing activities (1,241,340) 118,960
Financing activities 686,723 (474,292)
----------- -----------
Net increase in cash and equivalents $ 200,741 $ 417,162
=========== ===========
</TABLE>
Net cash provided by operating activities decreased approximately $17,000 or 2%
for the three months ended March 31, 1999 as compared to the same period in
1998. The decrease in net cash provided by operating activities was primarily
driven by the 1999 operating loss partially offset by an increase in accounts
payable.
Net cash (used in) provided by investing activities totaled $(1,241,340) and
$118,960 as of March 31, 1999 and 1998, respectively. The decrease in net cash
provided by investing activities as of March 31, 1999 as compared to the same
period in 1998 is primarily a result of increased capital expenditures,
primarily at Park Place Apartments Phase III, and a result of the Partnership
holding no investments during the three months ended March 31, 1999.
Net cash provided by (used in) financing activities totaled $686,723 and
$(474,292) as of March 31, 1999 and 1998, respectively. The increase in net cash
provided by financing activities as of March 31, 1999 as compared to the same
period in 1998 is primarily a result of proceeds from draws made on the Park
Place Apartments Phase I and II loan and from a new mortgage loan on Plainview
Point Phase III Office Center.
The Partnership used cash flow from operations and cash on hand to make a 1%
(annualized) distribution of $100,604 and a 2% (annualized) cash distribution of
$211,040 for the three months ended March 31, 1999 and 1998, respectively. Cash
distributions were reduced from 2% to 1% per quarter, effective June 30, 1998,
as a result of capital improvements at the Partnership's properties including
the construction of Park Place Apartments Phase III. The annualized distribution
rate is calculated as a percent of the original capital contribution. The
limited partners received 99% and the General Partner received 1% of these
distributions. The primary source of future liquidity and distributions is
expected to be derived from cash generated by the Partnership's properties after
the construction of Park Place Apartments Phase III and other capital
improvements are funded and adequate cash reserves are established for future
leasing and tenant finish costs. It is anticipated that the cash flow from
operations, cash reserves and the remaining funds available on the $12,200,000
mortgage payable (balance is $6,913,400 at March 31, 1999) will be sufficient to
meet the needs of the Partnership. Cash reserves (which are unrestricted cash
and equivalents and investment securities as shown on the Partnership's balance
sheet as of March 31) were $563,563 and $1,959,590 at March 31, 1999 and 1998,
respectively.
The Partnership does not expect any material changes in the mix and relative
cost of capital resources from those in 1998 except for the construction of Park
Place Apartments Phase III, as discussed below.
-15-
<PAGE> 16
The table below presents that portion of the distributions that represent a
return of capital on a Generally Accepted Accounting Principle basis for the
three months ended March 31, 1999 and 1998. These distributions were funded by
cash flow derived from operating activities.
<TABLE>
<CAPTION>
Net Income Cash
(Loss) Distributions Return of
Allocated Declared Capital
--------- -------- ---------
<S> <C> <C> <C>
Limited Partners:
1999 $(180,864) $ 99,598 $ 99,598
1998 198,221 208,930 10,709
General Partner:
1999 $ (1,827) $ 1,006 $ 1,006
1998 2,002 2,110 8
</TABLE>
The demand on future liquidity has increased as a result of construction
beginning at Park Place Apartments Phase III (152 units) during 1998 on the 15
acres of land the Partnership owns which is adjacent to the existing Park Place
Apartments in Lexington, Kentucky. It is currently estimated that the cost of
the project will be $9,000,000. Construction costs will be funded by $7,200,000
of loan proceeds and cash reserves. As of March 31, 1999, $5,286,600 is
available on the mortgage payable for construction costs. Through March 31,
1999, approximately $3,800,000 of cost had been incurred.
Construction in progress on the March 31, 1999 Balance Sheet primarily relates
to Park Place Apartments Phase III. Included in the cost of approximately
$5,700,000 is approximately $3,800,000 related directly to Phase III
construction and approximately $1,700,000 of land costs, capitalized interest,
common area costs and amenity costs which were allocated at the time Phases I
and II were originally constructed. These allocated costs had previously been
shown on the Partnership's Balance Sheet as Asset Held for Development.
Approximately $200,000 of the total construction in progress costs, are related
to tenant finish costs at the Plainview Point III Office Center.
In the next 12 months, the demand on future liquidity is also anticipated to
increase as the Partnership continues its efforts in the leasing of Plainview
Point III Office Center. At this time, the future leasing and tenant finish
costs which will be required to renew the current leases that expire during 1999
or obtain new tenants are unknown.
The Partnership also plans to renovate the community clubhouse at Park Place,
Golf Brook and Sabal Park Apartments during 1999. It is currently estimated the
aggregate cost for all three renovations will be approximately $400,000. The
Partnership plans to fund the renovations with short-term financing in the
amount of $2,000,000 which will be secured by Plainview Point III Office Center.
The remaining proceeds will be used to fund a portion of the Partnership's 1999
operating costs and other possible renovations at the Partnership's properties.
The Partnership had no other material commitments for renovations or capital
expenditures at March 31, 1999.
Pursuant to Section 16.4 of the Partnership's Amended and Restated Agreement of
Limited Partnership, the Partnership established an Interest Repurchase Reserve
in December 1995. As of March 31, 1999, the Partnership has repurchased a total
of 7,596 Units for $2,123,700 at a price ranging from $250 to $350 per unit. The
Interest Repurchase Reserve was funded from cash reserves. The above offering
price per Unit was established by the General Partner in its sole discretion and
does not purport to represent the fair market or liquidation value of the Unit.
Repurchased Units have been retired by the Partnership, thus increasing the
percentage of ownership of each remaining limited partner investor. The funds
remaining in the Interest Repurchase Reserve at the commencement of the Tender
Offer (discussed below) were returned to unrestricted cash for utilization in
the Partnership's operations.
-16-
<PAGE> 17
On October 20, 1998, the Partnership and ORIG, LLC, an affiliate of the
Partnership, (the "Offerors") commenced a Tender Offer to purchase up to 1,250
of the Partnership's limited Partnership Units at a price of $350 per Unit as of
the date of the Offering. Although the Partnership and ORIG, LLC believe that
this price is appropriate, the price of $350 per Unit may not equate to the fair
market value or the liquidation value of the Unit, and is less than the book
value per Unit. Approximately $499,500 ($437,500 to purchase 1,250 Units plus
approximately $62,000 for expenses associated with the Offer) is required to
purchase all 1,250 Units. The Offer stated that the Partnership will purchase
the first 750 Units tendered and will fund its purchases and its portion of the
expenses from cash reserves. If more than 750 Units are tendered, ORIG, LLC will
purchase up to an additional 500 Units. If more than 1,250 Units are tendered,
the Partnership and ORIG, LLC may choose to acquire the additional Units on the
same terms. Otherwise, tendered Units will be purchased on a pro rata basis up
to 1,250. Units that are acquired by the Partnership will be retired. Units that
are acquired by ORIG, LLC will be held by it. The General Partner,
NTS-Properties Associates VI, does not intend to participate in the Tender
Offer.
Under the terms of the Offer, the Offer expired on January 18, 1999. As of that
date, a total of 2,103 Units were tendered pursuant to the Offer. The Offerors
exercised their right under the terms of the Offer to purchase more than 1,250
Units and all 2,103 Units tendered were accepted by the Offerors, without
proration. The Partnership repurchased 750 Units and ORIG, LLC purchased 1,353
Units.
The Partnership and ORIG, LLC, an affiliate of the Partnership, are planning a
second Tender Offer in order to purchase up to 1,000 of the Partnership's
limited Partnership Units at a price of $350 per Unit. Although the Partnership
and ORIG, LLC believe that this price is appropriate, the price of $350 per Unit
may not equate to the fair market value or the liquidation value of the Unit,
and is less than the book value per Unit. Approximately $378,000 ($350,000 to
purchase 1,000 Units plus approximately $28,000 for expenses associated with the
Offer) is required to purchase all 1,000 Units. The Partnership will purchase
the first 500 Units tendered and will fund its purchases and its portion of the
expenses from cash reserves. If more than 500 Units are tendered, ORIG, LLC will
purchase up to an additional 500 Units. If more than 1,000 Units are tendered,
the Partnership and ORIG, LLC may choose to acquire the additional Units on the
same terms. Otherwise, tendered Units will be purchased on a pro rata basis up
to 1,000. Units that are acquired by the Partnership will be retired. Units that
are acquired by ORIG, LLC will be held by it. The General Partner, NTS
Properties Associates VI, does not intend to participate in the Tender Offer.
Further information regarding the proposed Tender Offer, such as the duration of
the Offer, will be available at a later date.
In an effort to continue to improve occupancy at the Partnership's residential
properties, the Partnership has an on-site leasing staff, employees of NTS
Development Company, at each of the apartment communities. The staff handles all
on-site visits from potential tenants, coordinates local advertising with NTS
Development Company's marketing staff, makes visits to local companies to
promote fully furnished units and negotiates lease renewals with current
residents.
The leasing and renewal negotiations for the Partnership's commercial property
are handled by leasing agents, employees of NTS Development Company, located in
Louisville, Kentucky. The leasing agent's are located in the same city as the
commercial property. All advertising for the commercial property is coordinated
by NTS Development Company's marketing staff located in Louisville, Kentucky.
Leases at Plainview Point III Office Center provide for tenants to contribute
toward the payment of increases in common area maintenance expenses, insurance,
utilities and real estate taxes. Leases at the office center also provide for
rent increases which are based upon increases in the consumer price index. These
lease provisions, along with the fact that residential leases are generally for
a period of one year, should protect the Partnership's operations from the
impact of inflation and changing prices.
-17-
<PAGE> 18
Year 2000
- ---------
All divisions of NTS, the General Partner of the Partnership, have reviewed the
effort necessary to prepare the information systems (IT) and non-information
technology with embedded technology (ET) for the Year 2000. The information
technology solutions have been addressed separate for the Year 2000 since the
Partnership saw the need to move to more advanced management and accounting
systems made available by new technology and software developments during the
decade of the 1990's.
The PILOT software system, purchased in the early 1990's, needed to be replaced
by a windows based network system both for the headquarters functions and other
locations. The real estate accounting system developed, sold, and supported by
the Yardi Company of Santa Barbara, California was selected to supercede PILOT.
The Yardi system was tested and is compatible with Year 2000 and beyond. This
system was being implemented with the help of third party consultants and should
be fully operational by the third quarter of 1999. The system for multi-family
apartment locations was converted to GEAC's Power Site System earlier in 1998
and is Year 2000 compliant.
The few remaining systems not addressed by these conversions are being modified
by NTS Development Company's (an affiliate of the General Partner) in-house
staff of programmers. The Hewlett Packard 3000 system, used for PILOT and custom
applications, was purchased in 1997 and is part of the new network. It will be
retained as long as necessary to assure smooth operations and was upgraded to
meet Year 2000 requirements.
All risks identified with information technology are believed to be addressed by
these plans.
The cost of these advances in the systems technology is not all attributable to
the Year 2000 issue since the Partnership had already identified the need to
move to a network based system regardless of the Year 2000. The costs involved
was approximately $19,000 in 1998 and is estimated to be approximately $81,000
in 1999. These costs primarily include hardware and software.
NTS property management staff have surveyed the Partnership's vendors to
evaluate embedded technology in the alarm systems, HVAC controls, telephone
systems and other computer associated facilities. In a few cases, equipment is
being replaced. In some cases, circuitry is being upgraded. The cost involved is
still being evaluated. There are no known significant risks that are currently
without solutions. Management anticipates that applications involving ET will be
Year 2000 compliant by the third quarter of 1999.
The Partnership is also currently addressing the Year 2000 readiness of third
parties whose business interruption could have a material negative impact on
business. All significant vendors and tenants have indicated that they will be
compliant by the end of 1999. Such assurances are being evaluated and
documented.
Management has determined that at the current state of readiness, the need does
not presently exist for a contingency plan. The Partnership will continue to
evaluate the need for such a plan.
Despite diligent preparation, unanticipated third-party failures, inability of
tenants to pay rent when due, more general public infrastructure failures or
failure to successfully conclude our remediation efforts as planned could have a
material adverse impact on the results of operations, financial conditions
and/or cash flows in 1999 and beyond.
-18-
<PAGE> 19
Quantitative and Qualitative Disclosures About Market Risk
- ----------------------------------------------------------
The Partnership's primary market risk exposure with regards to financial
instruments is changes in interest rates. All of the Partnership's debt bears
interest at a fixed rate with the exception of the $500,000 note payable that
bears interest at the Euro-Rate plus 225 basis points and the $91,875 note
payable that bears interest at the Prime Rate +1%. At March 31, 1999, a
hypothetical 100 basis point increase in interest rates would not result in
significant market risk exposure with regards to the Partnership's financial
instruments.
Cautionary Statements
- ---------------------
Some of the statements included in Item 2, Management's Discussion and Analysis
of Financial Condition and Results of Operations, may be considered to be
"forward-looking statements" since such statements relate to matters which have
not yet occurred. For example, phrases such as the Partnership "anticipates",
"believes" or "expects" indicate that it is possible that the event anticipated,
believed or expected may not occur. Should such event not occur, then the result
which the Partnership expected also may not occur or occur in a different
manner, which may be more or less favorable to the Partnership. The Partnership
does not undertake any obligations to publicly release the result of any
revisions to these forward-looking statements that may be made to reflect any
future events or circumstances.
Any forward-looking statements included in Management's Discussion and Analysis
of Financial Condition and Results of Operations, or elsewhere in this report,
which reflect management's best judgment based on factors known, involve risks
and uncertainties. Actual results could differ materially from those anticipated
in any forward-looking statements as a result of a number of factors, including
but not limited to that which is discussed below. Any forward-looking
information provided by the Partnership pursuant to the safe harbor established
by recent securities legislation should be evaluated in the context of these
factors.
The Partnership's principal activity is the leasing and management of a
commercial office building and apartment complexes. If a major commercial tenant
or a large number of apartment lessees default on their lease, the Partnership's
ability to make payments due under its debt agreements, payment of operating
costs and other partnership expenses would be directly impacted. A lessee's
ability to make payments are subject to risks generally associated with real
estate, many of which are beyond the control of the Partnership, including
general or local economic conditions, competition, interest rates, real estate
tax rates, or other operating expenses and acts of God.
-19-
<PAGE> 20
PART II. OTHER INFORMATION
3. Defaults upon Senior Securities
-------------------------------
None
6. Exhibits and Reports on Form 8-K
--------------------------------
(a) Exhibits
Exhibit 27. Financial Data Schedule
(b) Reports on Form 8-K
There were no reports on Form 8-K for the three months ended March
31, 1999.
Items 1,2,4 and 5 are not applicable and have been omitted.
-20-
<PAGE> 21
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.
NTS-PROPERTIES VI, a Maryland Limited
-------------------------------------
Partnership
-----------
(Registrant)
By: NTS-Properties Associates VI,
General Partner
By: NTS Capital Corporation,
General Partner
/s/ Brian F. Lavin
-----------------------------
Brian F. Lavin
President and Chief Operating
Officer of NTS Capital
Corporation (acting Chief
Financial Officer)
Date: May 17, 1999
----------------
-21-
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE BALANCE
SHEET AS OF MARCH 31, 1999 AND FROM THE STATEMENT OF OPERATIONS FOR THE THREE
MONTHS ENDED MARCH 31, 1999 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE
TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0000765232
<NAME> NTS PROPERTIES VI/MD
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> MAR-31-1999
<CASH> 967,366
<SECURITIES> 0
<RECEIVABLES> 117,912
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0<F1>
<PP&E> 37,096,288
<DEPRECIATION> 0<F2>
<TOTAL-ASSETS> 44,399,135
<CURRENT-LIABILITIES> 0<F1>
<BONDS> 28,099,442
0
0
<COMMON> 0
<OTHER-SE> 14,395,796
<TOTAL-LIABILITY-AND-EQUITY> 44,399,135
<SALES> 2,351,348
<TOTAL-REVENUES> 2,362,922
<CGS> 0
<TOTAL-COSTS> 2,073,304
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 472,309
<INCOME-PRETAX> (182,691)
<INCOME-TAX> 0
<INCOME-CONTINUING> (182,691)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (182,691)
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
<FN>
<F1>THE PARTNERSHIP HAS AN UNCLASSIFIED BALANCE SHEET, THEREFORE THE VALUE IS $0.
<F2>THIS INFORMATION IS NOT DISCLOSED IN THE PARTNERSHIP'S FORM 10-Q FILING.
</FN>
</TABLE>
