UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC. 20549
FORM 10-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended December 31, 1999
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or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
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Commission file number 33-19811
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DIVERSIFIED HISTORIC INVESTORS VI
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(Exact name of registrant as specified in its charter)
Pennsylvania 23-2492210
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization Identification No.)
1609 WALNUT STREET, Philadelphia, PA 19103
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (215) 557-9800
Securities registered pursuant to Section 12(b) of the Act: NONE
Securities registered pursuant to section 12(g) of the Act: 25,461 Units
Units of Limited Partnership Interest
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(Title of Class)
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
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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. [ ]
Aggregate market value of Units held by non-affiliates of the Registrant:
Not Applicable *
* Securities not quoted in any trading market to Registrant's knowledge.
<PAGE>
PART I
Item 1. Business
a. General Development of Business
Diversified Historic Investors VI
("Registrant") is a limited partnership formed
in 1988 under Pennsylvania law. As of December
31, 1999, Registrant had outstanding 25,461
units of limited partnership interest (the
"Units").
Registrant is presently in its
operating stage. It originally owned eight
properties or interests therein. Interest in
two properties have been lost through
foreclosure, one of which was foreclosed in
March 1997, and an interest in a third property
has been reduced substantially. See Item 2.
Properties, for a description thereof. For a
discussion of the operations of the Registrant,
see Part II. Item 7. Management's Discussion
and Analysis of Financial Condition and Results
of Operations.
The following is a summary of
significant transactions involving the
Registrant's interests:
b. Financial Information about
Industry Segments
The Registrant operates in one
industry segment.
c. Narrative Description of Business
Registrant is in the business of
operating, holding, selling, exchanging and
otherwise dealing in and with real properties
containing improvements which are "Certified
Historic Structures," as such term is defined
in the Internal Revenue Code (the "Code"), or
which are eligible for designation as such, for
use as apartments, offices, hotels and
commercial spaces, or any combination thereof,
or low income housing eligible for the tax
credit provided by Section 42 of the Code, and
such other uses as the Registrant's general
partner may deem appropriate.
Since the Registrant's inception,
all the properties acquired either by the
Registrant, or the subsidiary partnerships in
which it has an interest, have been
rehabilitated and certified as historic
structures and have received the related
investment tax credit. In addition, four
properties (Roseland, Mater Dolorosa, Strehlow
Terrace and Saunders Apartments) are low-income
housing structures which qualify for, have
received, and will continue to receive, the low
income tax credits. Each of the properties
currently owned are held for rental operations.
At this time it is anticipated that all the
properties will continue to be held for this
purpose. At such time as real property values
begin to increase to a point where they can be
sold at a price which is sufficient to repay
the underlying indebtedness, the Registrant
will re-evaluate its investment strategy
regarding the properties.
As of December 31, 1999,
Registrant owned interests in six properties,
located in Nebraska (three), Virginia (one),
Pennsylvania (one), and Louisiana (one). In
total, the properties contain 100 apartment
units, 149 condominium units used as rental
units, and 44,115 square feet ("sf") of
commercial/retail space. As of December 31,
1999, 213 of the apartment and condominium
units were under lease (86%) at monthly rental
rates ranging from $246 to $1,550. In
addition, 44,115 sf of commercial/retail space
was under lease (100%) at annual rates ranging
from $7.12 to $24.14 per sf. Rental of the
apartments and commercial space is not expected
to be seasonal. For a further discussion of
the properties, see Item 2. Properties.
The Registrant is affected by and
subject to the general competitive conditions
of the residential and commercial real estate
industry. As a result of the overbuilding that
occurred in the 1980's, the competition for
both residential and commercial tenants in the
local markets where the Registrant's properties
are located is generally strong. In each of
the markets, there are several similar
historically certified rehabilitated buildings.
Two of the properties held for rental are
market-rate properties and are located in
Alexandria, Virginia, and Philadelphia,
Pennsylvania. At these properties the
Registrant is forced to keep its rent levels
competitively low in order to maintain moderate
to high occupancy levels. Management of each
of these properties makes frequent market
analyses in order to set rent levels. When
occupancy nears the 97-99% range, management
considers raising the rents by more than a
normal cost of living increase. If occupancy
falls below 85%, management considers lowering
rents. Four of the properties held for rental
are low-income housing structures located in
Omaha, Nebraska, and New Orleans, Louisiana.
These properties have fixed rental rates and
face competition for low to moderate income
tenants from other low income properties in the
area. However, there is no organization which
holds a dominant position in the residential
housing or commercial leasing market in any of
the geographic areas in which the Registrant's
properties are located.
Registrant has no employees.
Registrant's activities are overseen by
Brandywine Construction & Management, Inc.
("BCMI"), a real estate management firm.
d. Financial Information About
Foreign and Domestic Operations and Export
Sales
See Item 8. Financial Statements
and Supplementary Data.
Item 2. Properties
As of December 31, 1999, Registrant
owned interests in five partnerships that each
owns one property and a minority interest in an
additional partnership that owns one property.
A summary description of each property is given
below.
a. Firehouse Square - consists of
31,431 sf of commercial space at 902-910 King
Street in Alexandria, Virginia. In December
1988, Registrant was admitted, with a 90%
general partner interest, to Firehouse Square
General Partnership ("FSGP"), a Virginia
general partnership, for a cash capital
contribution of $1,750,000. FSGP acquired and
rehabilitated the property for $5,660,000
($151.51 per sf), funded by the equity
contribution and a mortgage note payable of
$4,207,000. On June 1, 1993, the first
mortgage was modified. The terms of the
modification included the addition of all
accrued and unpaid interest ($218,728) to the
principal balance and revision of the payment
terms. The lender also advanced $40,711 for
real estate taxes and $33,627 for tenant
improvements. Monthly payments of interest to
the new note holder were to be made in an
amount equal to net operating income. The note
accrued interest at prime plus 1/2%. On
November 16, 1994, the new first mortgage
holder foreclosed upon its mortgage. By
"credit bidding" its mortgage, the mortgage
holder became the successful bidder at sale.
The first mortgage holder sold its successful
bid to a partnership known as 901 King Street
Associates ("KSA"). KSA is a general
partnership owned 90% by the Registrant. The
selling price of the mortgage was the amount
that the mortgage had been immediately prior to
foreclosure. The obligation has terms
materially the same as the original mortgage
loan and is secured by a new mortgage on the
property. Therefore, after the sale, the
Registrant's interest in the property was
unchanged. The principal balance of the
mortgage at December 31, 1997 was $4,304,188.
The note accrued interest at prime plus 1/2%
and the entire principal balance was due
October 1998. In June 1995, the Registrant
refinanced $900,000 of the first mortgage
(principal balance of $876,936 at December 31,
1997). This loan bore interest at 9.75%, was
payable in monthly installments of principal
and interest of $8,021 and was due in June
2005. In November 1998, both mortgages were
refinanced. The first mortgage was refinanced
with a $1,937,000 mortgage (principal balance
of $1,937,000 at December 31, 1999) which bears
interest at 7.08%, is payable in monthly
installments of principal and interest of
$13,789 and is due in November 2008. The
second mortgage was refinanced with a
$4,330,107 mortgage (principal balance of
$4,367,913 at December 31, 1999, including
accrued but unpaid interest) which bears
interest at 7%, is due in December 2008 with
monthly payments of interest to be made in an
amount equal to net operating income. Proceeds
from the refinancing of the first mortgage were
used to reduce the second mortgage principal.
The property is managed by BCMI.
As of December 31, 1999, all 31,431 sf of space
were under lease (100%) at annual rates ranging
from $7.12 to $20.89 per sf. The occupancy for
the previous four years was 100% for 1998, 94%
for 1997, 82% for 1996, and 89% for 1995. The
average annual rent was $7.12 to $20.89 for
1998, $7.12 to 20.89 per sf for 1997, $7.00 to
$20.55 per sf for 1996, and $6.57 to $26.96 per
sf for 1995. There are three tenants who each
occupy ten percent or more of the rentable
square footage. They operate principally as a
law firm, an architectural firm and a computer
company. All leases are operating leases and
the minimum future rentals on the non-
cancelable leases as of December 31, 1999 are
$357,768. There are no contingent liabilities
included in income for the years ended December
31, 1999, 1998 and 1997.
The following is a table showing
commercial lease expirations at Firehouse
Square for the next five years.
Total
annual
Total sf rental % of gross
Number of of covered by annual rental
expiring expiring expiring from
leases leases leases property
2000 2 3,309 $ 50,137 10%
2001 1 2,574 43,000 9%
2002 4 11,023 168,443 33%
2003 5 14,063 232,663 46%
2004 0 0 0 0%
For tax purposes, this property
has a basis of $5,206,299 and is depreciated
using the straight-line method with a useful
life of 39 years. The annual real estate taxes
are $31,031 which is based on an assessed value
of $2,900,100 taxed at a rate of $1.07 per
$100. It is the opinion of the management of
the Registrant that the property is adequately
covered by insurance.
b. Roseland - consists of 17 low-
income apartments and 3,100 sf of retail space
at 4932 South 24th Street in South Omaha,
Nebraska. In July 1988, Registrant was
admitted with a 98% general partner interest
and a 1% limited partner interest to Roseland
Redevelopment Partners ("RRP"), a Nebraska
limited partnership, for a cash capital
contribution of $700,000. RRP acquired and
rehabilitated the property for $1,680,000
($70.29 per sf), funded by the equity
contribution and three notes payable. The
first note payable of $500,000 is non-interest
bearing with principal due upon sale of the
property; the second note payable of $63,313
bears interest at 9.16%, with interest
adjusting every three years based on the three-
year Treasury Bill rate plus 250 basis points,
is payable in semi-annual installments of
principal and interest of $4,856 and is due in
November 2001 (principal balance at December
31, 1999 of $20,312). The third note payable of
$370,000 (principal balance of $339,990 at
December 31, 1999) bears interest at 8%, is
payable in monthly installments of principal
and interest of $3,083 and is due in August
2006.
The property is managed by an
independent property management firm. On
December 31, 1999, 13 of the units were leased
(80%) at monthly rents of $246 to $450 and
3,100 sf of commercial space (100%) was leased
at annual rents ranging from $3.13 to $5.50 per
sf. All residential leases are renewable, one-
year leases. The occupancy for the residential
units for the previous four years was 82% for
1998, 92% for 1997, 88% for 1996, and 94% for
1995. The monthly rental range has been
approximately the same since 1995. The
commercial space has been 100% occupied since
1995. The range for annual rents has been
$3.13 to $5.00 per sf for 1998, $3.13 to $5.50
per sf for 1997, $3.00 to $4.29 per sf for
1996, and $3.00 to $3.43 per sf for 1995.
There is one tenant who occupies ten percent or
more of the rentable square footage. It
principally functions as a counseling center.
All commercial leases are operating leases and
the minimum future rentals on the noncancelable
leases as of December 31, 1999 are $10,800.
There are no contingent liabilities included in
income for the years ended December 31, 1999,
1998 and 1997.
The following is a table showing
commercial lease expirations at Roseland for
the next five years:
Total
annual
Total sf rental
Number of of covered by % of gross
leases expiring expiring annual
expiring leases leases rental
2000 2 3,100 $10,800 14%
2001 0 0 0 0
2002 0 0 0 0
2003 0 0 0 0
2004 0 0 0 0
For tax purposes, this property
has a basis of $1,680,842 and is depreciated
using the straight-line method with a useful
life of 27.5 years. The annual real estate
taxes are $8,659 which is based on an assessed
value of $360,300 taxed at a rate of $2.4032
per $100. It is the opinion of the management
of the Registrant that the property is
adequately covered by insurance.
c. Mater Dolorosa Apartments -
consists of 68 low income apartments located at
1265 South Carrollton Avenue in New Orleans,
Louisiana. In July 1988, Registrant was
admitted with a 90% general partnership
interest to Mater Dolorosa General Partnership
("MDGP") a Pennsylvania general partnership,
for a cash contribution of $1,519,000. MDGP
acquired and rehabilitated the property for
$3,149,000 ($59.39 per sf), funded by the
equity contribution and a note payable of
$1,790,000. The note payable bears interest at
8.5%, is payable in monthly installments of
principal and interest of $17,627, and is due
in April 2005 (principal balance at December
31, 1999 of $904,511).
The property is managed by a
property management firm which is an affiliate
of the Registrant's co-general partner of MDGP.
At December 31, 1999, 66 of the units were
rented (97%) at monthly rents of $486 to $610.
All leases are renewable, one-year leases. The
occupancy for the previous four years was 97%
for 1998, 97% for 1997, 99% for 1996, and 100%
for 1995. The monthly rental range has been
approximately the same since 1995. For tax
purposes, this property has a basis of
$2,910,108 and is depreciated using the
straight-line method with a useful life of 27.5
years. The annual real estate taxes are $5,248
which is based on an assessed value of $32,530
taxed at a rate of $16.1328 per $100. There is
no one tenant who occupies ten percent or more
of the building. It is the opinion of the
management of the Registrant that the property
is adequately covered by insurance.
d. Strehlow Terrace Apartments -
consists of 70 low income apartment units
located at 2024 North 16th Street, Omaha,
Nebraska. In January 1989, Registrant was
admitted with a 98% general partner interest to
Strehlow Terrace Apartments Limited Partnership
("STALP"), a Nebraska limited partnership, for
a cash capital contribution of $2,250,000.
STALP acquired and rehabilitated the property
for $5,817,000 ($52.02 per sf) funded by the
equity contribution and three mortgage loans.
The first loan, financed through the
Governmental National Mortgage Association
("GNMA") is for $1,789,000 (principal balance
at December 31, 1999 of $1,775,053), bears
interest at 10-1/4%, is payable in monthly
installments of principal and interest of
$15,540, and is due in 2030. In August 1993,
six units were damaged by a fire at Strehlow
Terrace. Due to the financial difficulties
caused by the fire, STALP fell behind on its
monthly debt service by several months.
Although the property was able to reduce the
arrearage by 50% and commenced regular, monthly
payments by May 1994, the loan was declared in
default and was assigned by GNMA to the Federal
Housing Administration/Housing and Urban
Development ("FHA/HUD") on June 24, 1994. As
of December 31, 1999, workout opportunities
with HUD continue to be suspended. The other
two loans were made by the City of Omaha. One,
in the amount of $1,700,000, bears interest at
1%, and the other, in the amount of $75,000, is
non-interest bearing. The principal and
applicable interest on both City of Omaha loans
is due upon the sale of the property or in the
year 2030, whichever is earlier.
The property is managed by an
independent property management firm. On
December 31, 1999, 69 of the apartments were
leased (98%) at monthly rents ranging from $397
to $600. All leases are renewable, one-year
leases. The occupancy for the previous four
years was 97% for 1998, 97% for 1997, 96% for
1996, and 87% for 1995. The monthly rental
range has been approximately the same since
1995. For tax purposes, this property has a
basis of $5,926,695 and is depreciated using
the straight-line method with a useful life of
27.5 years. The annual real estate taxes are
$16,284 which is based on an assessed value of
$575,500 taxed at a rate of $2.81991 per $100.
No one tenant occupies ten percent of more of
the building. It is the opinion of the
management of the Registrant that the property
is adequately covered by insurance.
e. Canal House - consists of 71
residential condominium units and 8,471 sf of
commercial condominium space located at 4250-
4312 Main Street, Manayunk, Pennsylvania. In
February 1989, Registrant was admitted to Canal
House Historic Associates ("CHHA"), a
Pennsylvania limited partnership, with a 99%
general partner interest for a cash
contribution of $6,000,000. During 1990,
Registrant made an additional cash contribution
of $200,000. The 1% limited partnership
interest is also controlled by Registrant; it
is held by a Pennsylvania corporation whose
stock is owned by Registrant. CHHA acquired
and rehabilitated the property for $9,700,000
($94.41 per sf) which was funded by the equity
contribution and a loan of $4,000,000 with
interest at 7.75% and monthly principal and
interest payments (based on a 30-year
amortization schedule). In October 1995, the
Registrant ceased making debt service payments.
The loan was sold in December 1995. The
Registrant entered into an agreement with the
new holder of the note (principal balance of
$1,515,128 at December 31, 1999) whereby the
maturity of the loan was extended to December
2000 and monthly payments of interest are to be
made to the new note holder in an amount equal
to net operating income. In April 1996, the
Registrant refinanced $3,216,000 of the first
mortgage. This new loan was a first mortgage
which bore interest at 8.75%, payable in
monthly installments of principal and interest
of $25,300 and was due in April 2003. In
September 1998, the second mortgage lender
advanced the property $3,907,200 to repay the
first mortgage with the intention of
refinancing the first mortgage at a lower
interest rate. This refinancing was completed
in January 1999 with a $4,000,000 mortgage loan
which bears interest at 7.22%, is payable in
monthly payments of principal and interest of
$27,206 and is due in January 2009.
The property is managed by BCMI.
At December 31, 1999, 65 of the residential
units were under lease (93%) at monthly rents
of $675 to $1,550, and all of the commercial
space was under lease (100%) at annual rents
ranging from $7.12 to $20.89 per sf. All
residential leases are renewable, one-year
leases. The occupancy for the residential
units for the previous four years was 92% for
1998, 94% for 1997, 93% for 1996 and 88% for
1995. The monthly rental range has been
approximately the same since 1995. The
occupancy for the commercial space was 100% for
1998, 90% for 1997, 88% for 1996 and 94% for
1995. The range for annual rents was $19.00 to
$24.14 for 1998, $19.00 to $23.11 per sf for
1997, $19.00 to $22.61 per sf for 1996 and
$18.86 to $19.52 per sf for 1995. There are no
tenants who occupy ten percent or more of the
rentable square footage. All leases are
operating leases and the minimum future rentals
on the noncancelable leases as of December 31,
1999 are $183,304. There are no contingent
liabilities included in income for the years
ended December 31, 1999, 1998 and 1997.
The following is a table showing
commercial lease expirations at Canal House for
the next five years.
Total
Total sf annual rental
Number of of covered by % of gross
leases expiring expiring annual
expiring leases leases rental
2000 1 2,426 $ 46,094 5%
2001 2 5,065 117,470 12%
2002 1 850 19,740 2%
2003 0 0 0 0
2004 0 0 0 0
For tax purposes, this property
has a basis of $9,303,774 and is depreciated
using the straight-line method with a useful
life of 27.5 years. The annual real estate
taxes are $87,863 which is based on an assessed
value of $1,063,200 taxed at a rate of $8.264
per $100. It is the opinion of the management
of the Registrant that the property is
adequately covered by insurance.
f. Saunders Apartments - consists of
23 low-income apartments at 415 North 41st
Avenue in Omaha, Nebraska. Registrant acquired
a 99% joint venture interest in Saunders
Apartments Joint Venture ("SAJV"), a Nebraska
Joint Venture, for a cash capital contribution
of $875,000. SAJV acquired and rehabilitated
the property for $1,815,000 ($79.96 per sf),
funded by the equity contribution and a
mortgage payable of $675,000. The note was
retired with $285,000 advanced from
Registrant's co-general partner, and a mortgage
note payable of $395,000 (principal balance at
December 31, 1999 of $274,734). The mortgage
note bears interest at 10.87%, is payable in
monthly installments of $3,723 and matured in
May 1997. On June 1, 1993 an amended and
restated joint venture agreement was reached
whereby the Registrant's interest was reduced
to a 30% interest.
The property is managed by an
independent property management firm. As of
December 31, 1999, all 23 units were under
lease (100%) with rents ranging from $385 to
$430. All leases are renewable, one-year
leases. The occupancy for the previous four
years was 100% for 1998, 93% for 1997, 87% for
1996, and 83% for 1995. The monthly rental
range has been approximately the same since
1995. For tax purposes, this property has a
basis of $1,947,071 and is depreciated using
the straight-line method with a useful life of
27.5 years. The annual real estate taxes are
$9,901 which is based on an assessed value of
$382,700 taxed at a rate of $2.5873 per $100.
No one tenant occupies ten percent or more of
the building. It is the opinion of the
management of the Registrant that the property
is adequately covered by insurance.
Item 3. Legal Proceedings
a. To the best of its knowledge,
Registrant is not party to, nor are any of its
properties the subject of, any pending material
legal proceedings.
Item 4. Submission of Matters to a Vote of
Security Holders
No matter was submitted during the
fiscal years covered by this report to a vote
of security holders.
PART II
Item 5. Market for Registrant's Common Equity
and Related Stockholder Matters
a. There is no established public
trading market for the Units. Registrant does
not anticipate any such market will develop.
Trading in the units occurs solely through
private transactions. The Registrant is not
aware of the prices at which trades occur.
Registrant's records indicate that 286 units
were sold or exchanged of record in 1999.
b. As of December 31, 1999, there were
2,800 record holders of Units.
c. Registrant did not declare any cash
dividends in 1999 or 1998.
Item 6. Selected Financial Data
The following selected financial data
are for the five years ended December 31, 1999.
This data should be read in conjunction with
the consolidated financial statements included
elsewhere herein. This data is not covered by
the independent auditors' report.
1999 1998 1997 1996 1995
------ ------ ------ ------ ------
Rental income $ 2,373,232 $ 2,295,927 $ 2,332,312 $ 2,622,418 $ 2,516,916
Interest income 3,677 2,783 949 1,229 3,330
Net loss 1,650,894 2,447,292 2,016,133 2,114,935 2,497,861
Net loss per Unit 64.84 95.16 78.40 82.24 97.13
Total assets (net
of depreciation
and amortization 17,740,808 18,878,736 19,709,306 25,557,744 26,767,721
Debt obligations 17,077,741 17,161,190 15,451,686 19,353,961 19,141,915
Note: See Part II, Item 7.3 Results of Operations for a discussion of
factors which materially affect the comparability of the information
reflected in the above table.
Item 7. Management's Discussion and Analysis
of Financial
Condition and Results of Operations
(1) Liquidity
At December 31, 1999, Registrant
had total unrestricted cash of $40,599. Cash
generated from operations is used primarily to
fund operating expenses and debt service. If
cash flow proves to be insufficient, the
Registrant will attempt to negotiate loan
modifications with the various lenders in order
to remain current on all obligations. The
Registrant is not aware of any additional
sources of liquidity.
As of December 31, 1999,
Registrant had restricted cash of $365,631
consisting primarily of funds held as security
deposits, replacement reserves and escrows for
taxes and insurance. As a consequence of these
restrictions as to use, Registrant does not
deem these funds to be a source of liquidity.
In recent years the Registrant has
realized significant losses, including the
foreclosure of two properties and a substantial
reduction of interest in a third property. At
the present time, all remaining properties are
able to pay their operating expenses and debt
service including two of the six properties
where the mortgages are "cash-flow" mortgages,
requiring all available cash after payment of
operating expenses to be paid to the first
mortgage holder. None of the properties is
currently producing a material amount of
revenues in excess of operating expenses and
debt service. Therefore, it is unlikely that
any cash will be available to the Registrant to
pay its general and administrative expenses.
It is the Registrant's intention
to continue to hold the properties until they
can no longer meet the debt service
requirements and the properties are foreclosed,
or the market value of the properties increases
to a point where they can be sold at a price
which is sufficient to repay the underlying
indebtedness (principal plus accrued interest).
(2) Capital Resources
Any capital expenditures needed
are generally replacement items and are funded
out of cash from operations or replacement
reserves, if any. The Registrant is not aware
of any factors which would cause historical
capital expenditures levels not to be
indicative of capital requirements in the
future and accordingly, does not believe that
it will have to commit material resources to
capital investments for the foreseeable future.
(3) Results of Operations
During 1998, Registrant incurred a
net loss of $1,650,894 ($64.84 per limited
partnership unit) compared to a net loss of
$2,447,292 ($95.16 per limited partnership
unit) in 1998 and a net loss of $2,016,133
($78.40 per limited partnership unit) in 1997.
Included in the 1997 loss is $769,620 of
extraordinary loss relating to the foreclosure
of Locke Mill Plaza.
Rental income decreased from
$2,332,312 in 1997 to $2,295,927 in 1998 and
increased to $2,373,232 in 1999. The increase
from 1998 to 1999 is the result of an increase
at Canal House, Firehouse Square, and Strehlow
Terrace due to an increase in average
occupancy, partially offset by a decrease at
Roseland due to a decrease in average
occupancy. The decrease from 1997 to 1998 is
the result of the foreclosure of Locke Mill in
March 1997 partially offset by increases at
Canal House, Firehouse Square, Mater Dolorosa
and Roseland due to increases in the average
rental rates.
Rental operations expense
increased from $1,045,979 in 1997 to $1,076,819
in 1998 and increased to $1,123,015 in 1999.
The increase from 1998 to 1999 is the result of
an increase in maintenance expense at Canal
House and Strehlow Terrace and an increase in
wages and salaries expense at Roseland,
partially offset by a decrease in maintenance
expense at Mater Dolorosa. The increase from
1997 to 1998 is the result of an increase in
maintenance expense at Mater Dolorosa and Canal
House, an increase in wages and salaries
expense at Mater Dolorosa and Strehlow Terrace
and an increase in management fees and
commissions expense at Canal House partially
offset by the foreclosure of Locke Mill in
March 1997.
Interest expense increased from
$1,313,837 in 1997 to $2,189,165 in 1998 and
decreased to $1,411,077 in 1999. The decrease
from 1998 to 1999 and the increase from 1997 to
1998 are primarily due to nonrecurring
prepayment penalties paid in conjunction with
refinancing the first mortgages at the Canal
House and Firehouse Square in 1998.
Depreciation and amortization
expense increased from $1,162,964 in 1997 to
$1,211,249 in 1998 and increased to $1,229,432
in 1999. The increase from 1998 to 1999 is due
to the increase in amortization at Canal House
partially offset by a decrease at Firehouse
Square. Amortization expense increased at
Canal House due to the amortization of loan
costs incurred in the 1998 refinancing. The
decrease in amortization expense at Firehouse
Square is due to the write-off of leasing
commissions for tenants who vacated in 1998.
The increase from 1997 to 1998 is due to
increases in depreciation expense resulting
from 1997 fixed asset additions at Canal House,
Firehouse Square, Roseland and Strehlow
Terrace. Amortization expense increased at
Firehouse Square due to the amortization of
loan costs incurred in connection with the
refinancing of the first mortgage.
In 1999, losses of $1,301,000 were
incurred at Registrant's Properties compared to
a loss of $ 2,101,000 in 1998 and $1,834,000 in
1997. A discussion of property
operations/activities follows:
In 1999, Registrant incurred a
loss of $77,000 at Roseland including $71,000
of depreciation expense compared to a loss of
$52,000 including $68,000 of depreciation
expense in 1998 and a loss of $56,000 including
$62,000 of depreciation expense in 1997. Since
Roseland is a low income housing property,
rents are fixed in relation to specified income
levels. As a result, similar to Mater Dolorosa
and Strehlow Terrace discussed below, the
property experiences high occupancy levels but
rental income remains low. The increase in the
loss from 1998 to 1999 is due to a decrease in
rental income combined with an increase in
wages, partially offset by a decrease in
interest expense. The decrease in rental
income is due to a decrease in average
occupancy. Wages and salaries expense increased
due to a change in management company that
increased the maintenance staff at the
property. Interest expense decreased due to
the amortization of the principal balance. The
decrease in the loss from 1997 to 1998 is due
to an increase in rental income due to an
increase in the average rental rates partially
offset by an increase in depreciation expense.
Depreciation expense increased due to
depreciable improvements to the property.
In 1999, Registrant incurred a
loss of $480,000 at Firehouse Square including
$261,000 of depreciation and amortization
expense compared to a loss of $839,000
including $328,000 of depreciation and
amortization expense in 1998 and a loss of
$511,000 including $235,000 of depreciation and
amortization expense in 1997. The decrease in
the loss from 1998 to 1999 is due to an
increase in rental income combined with a
decrease in interest and amortization expense.
Rental income increased due to an increase in
average rental rates while occupancy remained
at 100%. Interest expense decreased due to
nonrecurring prepayment penalties paid in 1998
in conjunction with the refinancing of the
first mortgage. The decrease in amortization
expense is a result of the write-off in 1998 of
leasing commissions for tenants who vacated in
1998. The increase in the loss from 1997 to
1998 is due to an increase in interest,
depreciation and amortization expense partially
offset by an increase in rental income.
Interest expense increased due to a prepayment
penalty paid to refinance the first mortgage.
Depreciation expense increased due to
depreciation expense on improvements to the
property. Amortization expense increased due
to the amortization of loan costs incurred in
connection with the refinancing of the first
mortgage. Rental income increased due to an
increase in the average occupancy.
In 1999, Registrant recognized
income of $9,000 at Mater Dolorosa including
depreciation expense of $127,000 compared to a
loss of $26,000 including depreciation expense
of $127,000 in 1998 and a loss of $31,000
including depreciation expense of $127,000 in
1997. Since Mater Dolorosa is a low income
housing property, rents are fixed in relation
to specified income levels. As a result,
similar to Roseland and Strehlow Terrace, the
property experiences high occupancy levels but
rental income remains low. The recognition of
income in 1999 versus a loss in 1998 is due to
a decrease in maintenance and interest expense.
Maintenance expense decreased due to deferred
maintenance performed at the property in 1998.
Interest expense decreased due to a decrease in
the principal balance of the mortgage loan.
The decrease in the loss from 1997 to 1998 is
due to an increase in rental income and a
decrease in interest expense partially offset
by an increase in maintenance and wages and
salaries expense. Rental income increased due
to an increase in the average rental rates.
Interest expense decreased due to a correction
in 1997 of how interest is calculated on the
mortgage loan costs. Maintenance expense
increased due to the replacement of carpeting
and the painting of several units in 1998.
Wages and salaries expense increased due to
cost of living increases given to employees.
In 1999, Registrant incurred a
loss of $306,000 at Strehlow Terrace
Apartments, including $239,000 of depreciation
expense compared to a loss of $270,000
including $237,000 of depreciation expense in
1998 and a loss of $254,000 including $232,000
of depreciation expense in 1997. Since
Strehlow is a low income housing property,
rents are fixed in relation to specified income
levels. As a result, similar to Registrant's
other low-income properties, the property
experiences high occupancy levels but rental
income remains low. The increase in the loss
from 1998 to 1999 is the result of an increase
in maintenance expense partially offset by a
decrease in interest expense and an increase in
rental income. The increase in maintenance
expense is due to repairs made to the heating
and air conditioning system. Interest expense
decreased due to a decrease in the principal
balance of the mortgage loan. The increase in
rental income is due to an increase in average
occupancy. The increase in the loss from 1997
to 1998 is the result of an increase in wages
and salaries and depreciation expense. Wages
and salaries expense increased due to a change
of management company. Depreciation expense
increased due to depreciation of improvements
to the property.
In 1999, Registrant incurred a
loss of $447,000 at Canal House, including
$455,000 of depreciation and amortization
expense compared to a loss of $914,000
including depreciation and amortization expense
of $374,000 in 1998 and a loss of $130,000
including depreciation and amortization expense
of $368,000 in 1997. The decrease in the loss
from 1998 to 1999 is due to an increase in
rental income combined with a decrease in
interest expense partially offset by increases
in maintenance and amortization expenses. The
increase in rental income is due to an increase
in average occupancy. Interest expense
decreased due to nonrecurring prepayment
penalties paid in conjunction with the
refinancing of the first mortgage in 1998.
Maintenance expense increased due to the higher
turnover of apartment units. Amortization
expense increased due to the amortization of
loan costs incurred in the refinancing. The
increase in the loss from 1997 to 1998 is due
to increases in interest, maintenance,
management fees, commissions and depreciation
expenses partially offset by an increase in
rental income. Interest expense increased due
to prepayment penalties incurred in connection
with the refinancing of the first mortgage.
Maintenance and commissions expenses increased
due to a higher turnover of apartment units in
1998 as compared to 1997. Management fee
expense increased due to an increase in rental
income. Depreciation expense increased due to
the depreciation of improvements made at the
property. Rental income increased due to an
increase in the average occupancy.
Summary of Equity Method
Investments
In 1999, Registrant incurred a
loss of $19,000 at Saunders Apartments compared
to a loss of $15,000 in 1998 and a loss of
$22,000 in 1997. The increase in the loss from
1998 to 1999 is due to an increase in
maintenance expense as a result of painting and
repair of door locks and heating units at the
property. The decrease in the loss from 1997
to 1998 is due to an increase in rental income
due to an increase in the average rental rates.
Item7A. Quantitative and Qualitative
Disclosures about Market Risk
Not applicable.
Item 8. Financial Statements and
Supplementary Data
Registrant is not required to furnish
the supplementary financial information
referred to in Item 302 of Regulations S-K.
<PAGE>
Independent Auditor's Report
To the Partners of Diversified Historic
Investors VI
We have audited the accompanying consolidated
balance sheet of Diversified Historic Investors
VI (a Pennsylvania limited partnership) and
subsidiaries as of December 31, 1999 and 1998
and the related statements of operations,
changes in partners' equity and cash flows for
the years ended December 31, 1999, 1998 and
1997. These consolidated financial statements
are the responsibility of the Partnership's
management. Our responsibility is to express
an opinion on these financial statements based
on our audit. We did not audit the financial
statements of Strehlow Terrace Apartments
Limited Partnership, which reflect total assets
of $3,571,480 and $3,802,520 as of December 31,
1999 and 1998 and total revenues of $367,606
and $361,035, respectively, for the years then
ended. In addition, we did not audit the
financial statements of Mater Dolorosa General
Partnership which reflect assets of $1,740,784
and $1,874,341 as of December 31, 1999 and 1998
and total revenues of $417,626 and $421,239,
respectively, for the years then ended. Those
statements were audited by other auditors whose
reports have been furnished to us, and our
opinion, insofar as it relates to the amounts
included Strehlow Terrace Apartments Limited
Partnership and Mater Dolorosa General
Partnership, is based solely on the reports of
the other auditors.
We conducted our audit in accordance with
generally accepted auditing standards. These
standards require that we plan and perform the
audit to obtain reasonable assurance about
whether the consolidated financial statements
are free of material misstatement. An audit
includes examining, on a test basis, evidence
supporting the amounts and disclosures in the
consolidated financial statements. An audit
also includes assessing the accounting
principles used and significant estimates made
by management, as well as evaluating the
overall financial statement presentation. We
believe that our audit provides 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 Diversified Historic Investors VI
as of December 31, 1999 and 1998, and the
results of operations and cash flows for the
years ended December 31, 1999, 1998 and 1997 in
conformity with generally accepted accounting
principles.
Our audits were made for the purpose of forming
an opinion on the consolidated financial
statements taken as a whole. The Schedule of
Real Estate and Accumulated Depreciation on
page 35 is presented for the purposes of
additional analysis and is not a required part
of the basic financial statements. Such
information has been subjected to the auditing
procedures applied in the audit of the
consolidated financial statements and, in our
opinion, which insofar as it relates to
Strehlow Terrace Apartments Limited Partnership
and Mater Dolorosa General Partnership is based
on the report of other auditors, such
information is fairly stated in all material
respects in relation to the basic financial
statements taken as a whole.
The accompanying financial statements have been
prepared assuming that the partnership will
continue as a going concern. In recent years,
the partnership has incurred significant losses
from operations, which raise substantial doubt
about its ability to continue as a going
concern. The financial statements do not
include any adjustments that might result from
the outcome of this uncertainty.
Gross, Kreger & Passio, L.L.C.
Philadelphia, Pennsylvania
March 9, 2000
<PAGE>
Independent Auditor's Report
To the Partners of
Strehlow Terrace Apartments Limited Partnership
We have audited the accompanying balance sheets
of Strehlow Terrace Apartments Limited
Partnership, (a Nebraska limited partnership),
FHA Project No. 103-94006, as of December 31,
1999 and 1998, and the related statements of
operations, partners' deficit, and cash flows
for the years then ended. These financial
statements are the responsibility of the
Partnership's management. Our responsibility
is to express an opinion on these financial
statements based on our audits.
We conducted our audits in accordance with
generally accepted auditing standards,
Government Auditing Standards, issued by the
Comptroller General of the United States, and
the Consolidated Audit Guide for Audits of HUD
Programs (the Guide) issued by the Department
of Housing and Urban Development, Office of the
Inspector General. Those standards and that
guide 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 consolidated
financial statements. An audit also includes
assessing the accounting principles used and
significant estimates made by management, as
well as evaluating the overall financial
statement presentation. We believe that our
audits provide a reasonable basis for our
opinion.
In our opinion, the financial statements
referred to above present fairly, in all
material respects, the financial position of
Strehlow Terrace Apartments Limited Partnership
at December 31, 1999 and 1998, and the results
of its operations, changes in partners' deficit
and cash flows for the years then ended, in
conformity with generally accepted accounting
principles.
The accompanying financial statements have been
prepared assuming that the Partnership will
continue as a going concern. As discussed in
Note F to the financial statements, the
Partnership has incurred significant losses
since its formation to operate Strehlow Terrace
Apartments beginning in 1990. The Partnership
has experienced a deficiency in cash flows
resulting in past due mortgage principal,
interest and escrow payments. In addition,
work-out opportunities with the Department of
Housing and Urban Development (HUD) have been
suspended. These conditions raise substantial
doubt about its ability to continue as a going
concern. Management's plans in regard to these
matters are also described in Note F. The
financial statements do not include any
adjustments that might result from the outcome
of this uncertainty.
In accordance with Government Auditing
Standards and the Consolidated Audit Guide for
Audits of HUD Programs, we have also issued a
report dated January 20, 2000 on our
consideration of the Partnership's internal
control structure and reports dated January 20,
2000 on its compliance with specific
requirements applicable to Fair Housing and Non-
discrimination, and specific requirements
applicable to its major HUD program and its non-
major HUD program transactions.
Our audits were made for the purpose of forming
an opinion on the financial statements taken as
a whole. The supplementary information is
presented for the purposes of additional
analysis and is not a required part of the
basic financial statements. Such information
has been subjected to the auditing procedures
applied in the audits of the basic financial
statements and, in our opinion, is fairly
stated in all material respects in relation to
the basic financial statements taken as a
whole.
Blackman & Associates, P.C.
Omaha, Nebraska
January 20, 2000
<PAGE>
Independent Auditor's Report
To the Partners of
Mater Dolorosa General Partnership
We have audited the accompanying balance sheets
of Mater Dolorosa General Partnership, for
December 31, 1999 and 1998 and the related
statements of operations, partners' equity and
cash flows for the years then ended. These
financial statements are the responsibility of
the partnership's management. Our
responsibility is to express an opinion on
these consolidated financial statements based
on our audits.
We conducted our audits in accordance with
generally accepted auditing standards. Those
standards require that we plan and perform the
audits to obtain reasonable assurance about
whether the financial statements are free of
material misstatement. An audit includes
examining, on a test basis, evidence supporting
the amounts and disclosures in the consolidated
financial statements. An audit also includes
assessing the accounting principles used and
significant estimates made by management, as
well as evaluating the overall financial
statement presentation. We believe that our
audits provide a reasonable basis for our
opinion.
In our opinion, the financial statements
referred to above present fairly, in all
material respects, the financial position of
Mater Dolorosa General Partnership as of
December 31, 1999 and 1998, and the results of
its operations and its cash flows for the years
then ended in conformity with generally
accepted accounting principles.
Pailet, Meunier and LeBlanc, L.L.P.
Metairie, Louisiana
February 5, 2000
<PAGE>
DIVERSIFIED HISTORIC INVESTORS VI
(a limited partnership)
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
AND FINANCIAL STATEMENT SCHEDULES
Consolidated financial statements: Page
Consolidated Balance Sheets at December 31, 1999 and 1998 21
Consolidated Statements of Operations for the Years
Ended December 31, 1999, 1998, and 1997 22
Consolidated Statements of Changes in Partners'
Equity for the Years Ended December 31, 1999, 1998, and 1997 23
Consolidated Statements of Cash Flows for the Years
Ended December 31, 1999, 1998, and 1997 24
Notes to consolidated financial statements 25-33
Financial statement schedules:
Schedule XI - Real Estate and Accumulated Depreciation 35
Notes to Schedule XI 36
All other schedules are omitted because they are not applicable or the
required information is shown in the consolidated financial statements
or notes thereto.
<PAGE>
DIVERSIFIED HISTORIC INVESTORS VI
(a limited partnership)
CONSOLIDATED BALANCE SHEETS
December 31, 1999 and 1998
Assets
1999 1998
------ ------
Rental properties at cost:
Land $ 950,238 $ 950,238
Buildings and improvements 27,176,327 27,176,328
Furniture and fixtures 883,523 858,106
----------- -----------
29,010,088 28,984,672
Less - accumulated depreciation (12,134,403) (11,038,617)
----------- -----------
16,875,685 17,946,055
Cash and cash equivalents 40,599 28,064
Restricted cash 365,632 280,896
Investment in affiliate (27,778) (8,971)
Other assets (net of accumulated
amortization of $682,154 and $548,506) 486,670 632,692
----------- -----------
Total $17,740,808 $18,878,736
=========== ===========
Liabilities and Partners' Equity
Liabilities:
Debt obligations $17,077,741 $17,161,190
Accounts payable:
Trade 1,323,177 1,081,777
Taxes 18,797 20,492
Related parties 416,509 396,529
Other 51,107 27,039
Interest payable 1,175,479 870,643
Tenant security deposits 137,684 129,858
----------- -----------
Total liabilities 20,200,494 19,687,528
----------- -----------
Partners' deficit (2,459,686) (808,792)
----------- -----------
Total $17,740,808 $18,878,736
=========== ===========
The accompanying notes are an integral part of these financial statements.
<PAGE>
DIVERSIFIED HISTORIC INVESTORS VI
(a limited partnership)
CONSOLIDATED STATEMENTS OF OPERATIONS
For the Years Ended December 31, 1999, 1998 and 1997
1999 1998 1997
------ ------ ------
Revenues:
Rental income $2,373,232 $2,295,927 $2,332,312
Other income 10,670 0 218,350
Interest income 3,677 2,783 949
---------- ---------- ----------
Total revenues 2,387,579 2,298,710 2,551,611
---------- ---------- ----------
Costs and expenses:
Rental operations 1,123,015 1,076,819 1,045,979
General and administrative 256,142 254,050 253,791
Interest 1,411,077 2,189,165 1,313,837
Depreciation and amortization 1,229,432 1,211,249 1,162,964
---------- ---------- ----------
Total costs and expenses 4,019,666 4,731,283 3,776,571
---------- ---------- ----------
Loss before equity in affiliate (1,632,087) (2,432,573) (1,224,960)
Equity in net loss of affiliate (18,807) (14,719) (21,553)
---------- ---------- ----------
Loss before extraordinary item (1,650,894) (2,447,292) (1,246,513)
Extraordinary loss 0 0 (769,620)
---------- ---------- ----------
Net loss ($1,650,894) ($2,447,292) ($2,016,133)
========== ========== ==========
Net loss per limited partnership
unit:
Loss before equity in
affiliate ($ 63.46) ($ 94.59) ($ 47.63)
Equity in net loss of
affiliate (.73) (.57) (.84)
---------- ---------- ----------
Loss before extraordinary
item ($ 64.19) ($ 95.16) ($ 48.47)
Extraordinary item 0 0 (29.93)
---------- ---------- ----------
($ 64.19) ($ 95.16) ($ 78.40)
========== ========== ==========
The accompanying notes are an integral part of these financial statements.
<PAGE>
DIVERSIFIED HISTORIC INVESTORS VI
(a limited partnership)
CONSOLIDATED STATEMENT OF CHANGES IN PARTNERS' EQUITY
For the Years Ended December 31, 1999, 1998 and 1997
Dover
Historic
Advisors Limited
VI (1) Partners (2) Total
---------- ------------ -------
Percentage participation in
profit or loss 1% 99% 100%
Balance at December 31, 1996 ($174,113) $3,828,746 $3,654,633
Net loss (20,161) (1,995,972) (2,016,133)
-------- ---------- ----------
Balance at December 31, 1997 (194,274) 1,832,774 1,638,500
Net loss (24,473) (2,422,819) (2,447,292)
-------- ---------- ----------
Balance at December 31, 1998 (218,747) (590,045) (808,792)
Net loss (16,509) (1,634,385) (1,650,894)
-------- ---------- ----------
Balance at December 31, 1999 ($235,256) ($2,224,430) ($2,459,686)
======== ========== ==========
(1) General Partner.
(2) 25,461 limited partnership units outstanding at
December 31, 1999, 1998, and 1997.
The accompanying notes are an integral part of these financial statements.
<PAGE>
DIVERSIFIED HISTORIC INVESTORS VI
(a limited partnership)
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Years Ended December 31, 1999, 1998 and 1997
1999 1998 1997
------ ------ ------
Cash flows from operating
activities:
Net loss ($1,650,894) ($ 2,447,292) ($2,016,133)
Adjustments to reconcile net loss
to net cash provided by (used in)
operating activities:
Depreciation and amortization 1,229,432 1,211,249 1,162,964
Extraordinary loss 0 0 769,620
Equity in loss of affiliate 18,807 14,719 21,553
Changes in assets and liabilities:
(Increase) decrease in
restricted cash (84,734) 53,284 5,542
Decrease (increase) in other assets 12,374 (394,075) (97,661)
Increase in accounts payable - trade 241,400 209,152 230,341
(Decrease) increase in accounts
payable - taxes (1,695) 488 (1,826)
Increase in accounts payable -
related party 19,980 88,055 45,714
Increase (decrease) in accounts
payable - other 24,068 26,013 (64,825)
Increase (decrease) in interest
payable 304,836 (421,998) 261,583
Increase in tenant security deposits 7,826 5,508 1,187
---------- ----------- ----------
Net cash provided by (used in)
operating activities 121,400 (1,654,897) 318,059
---------- ----------- ----------
Cash flows from investing activities:
Capital improvements (25,416) (49,579) (103,135)
---------- ----------- ----------
Net cash used in investing
activities (25,416) (49,579) (103,135)
---------- ----------- ----------
Cash flows from financing activities:
Proceeds from debt financing 25,416 10,200,066 67,967
Principal payments (108,865) (8,490,562) (319,189)
---------- ----------- ----------
Net cash (used in) provided
by financing activities (83,449) 1,709,504 (251,222)
---------- ----------- ----------
Increase (decrease) in cash and
cash equivalents 12,535 5,028 (36,298)
Cash and cash equivalents at
beginning of year 28,064 23,036 59,334
---------- ----------- ----------
Cash and cash equivalents at end
of year $ 40,599 $ 28,064 $ 23,036
========== =========== ==========
Supplemental Disclosure of Cash Flow
Information:
Cash paid during the year for
interest $1,106,241 $ 1,106,280 $1,275,532
Supplemental Schedule of Non-Cash
Investing and Financing Activities:
Net assets transferred for
liability reduction*:
Net assets transferred 0 0 $4,815,026
Liability reduction 0 0 $4,081,547
* As a result of foreclosures on properties owned by the Partnership.
The accompanying notes are an integral part of these financial statements.
<PAGE>
DIVERSIFIED HISTORIC INVESTORS VI
(a limited partnership)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE A - ORGANIZATION
Diversified Historic Investors VI (the
"Partnership"), a limited partnership, was
formed in January 1988 to acquire,
rehabilitate, renovate, manage, operate, hold,
sell, exchange, and otherwise deal in and with
real properties containing improvements which
are "certified historic structures" as defined
in the Internal Revenue Code of 1986 (the
"Code"), or which are eligible for the tax
credit provided by Section 42 of the Code, and
such other uses as Dover Historic Advisors VI
(the "General Partner") deems appropriate, and
to engage in any and all activities related or
incidental thereto. Rehabilitations undertaken
by the Partnership were done with a view to
obtaining certification of expenditures
therefor as "qualified rehabilitation
expenditures" as defined in the Code.
NOTE B - SUMMARY OF ACCOUNTING POLICIES
A summary of the significant accounting
policies consistently applied in the
preparation of the accompanying consolidated
financial statements follows:
1. Principles of Consolidation
The accompanying financial statements include
the accounts of the Partnership and five
subsidiary partnerships ("Ventures") in which
the Partnership has controlling interests, with
appropriate elimination of inter-partnership
transactions and balances. In addition, the
Partnership owns a minority interest of 30% in
one partnership, which it accounts for on the
equity method. Allocations of income and loss
to the minority owners of the Ventures will be
made until and unless the cumulative losses
applicable to the minority interests exceed the
minority interests in the equity capital of the
Ventures. These financial statements reflect
all adjustments (consisting only of normal
recurring adjustments) which, in the opinion of
the Partnership's General partner, are
necessary for a fair statement of the results
for those years.
2. Depreciation
Depreciation is computed using the straight-
line method over the estimated useful lives of
the assets. Buildings and improvements are
depreciated over 25 years and furniture and
fixtures over five years.
3. Net Loss Per Partnership Unit
The net loss per limited partnership unit is
based on the weighted average number of limited
partnership units outstanding (25,461 units in
1999, 1998 and 1997).
3. Costs of Issuance
Costs incurred in connection with the offering
and sale of limited partnership units were
charged against partners' equity as incurred.
4. Cash and Cash Equivalents
The Partnership considers all highly liquid
instruments purchased with a maturity of less
than three months to be cash equivalents.
5. Income Taxes
Income taxes or credits resulting from earnings
or losses are payable by or accrue to the
benefits of the partners; accordingly, no
provision has been made for income taxes in
these financial statements.
6. Restricted Cash
Restricted cash includes amounts held for
tenant security deposits and real estate tax
reserves.
7. Revenue Recognition
Revenues are recognized when rental payments
are due on a straight-line basis. Rental
payments received in advance are deferred until
earned.
8. Rental Properties
Rental properties are stated at cost. A
provision for impairment of value is recorded
when a decline in the value of a property is
determined to be other than temporary as a
result of one or more of the following: (1) a
property is offered for sale at a price below
its current carrying value, (2) a property has
significant balloon payments due within the
foreseeable future which the Partnership does
not have the resources to meet, and anticipates
it will be unable to obtain replacement
financing or debt modification sufficient to
allow it to continue to hold the property over
a reasonable period of time, (3) a property has
been, and is expected to continue, generating
significant operating deficits and the
Partnership is unable or unwilling to sustain
such deficit results of operations, and has
been unable to, or anticipates it will be
unable to, obtain debt modification, financing
or refinancing sufficient to allow it to
continue to hold the property for a reasonable
period of time or, (4) a property's value has
declined based on management's expectations
with respect to projected future operational
cash flows and prevailing economic conditions.
An impairment loss is indicated when the
undiscounted sum of estimated future cash flows
from an asset, including estimated sales
proceeds, and assuming a reasonable period of
ownership up to 5 years, is less than the
carrying amount of the asset. The impairment
loss is measured as the difference between the
estimated fair value and the carrying amount of
the asset. In the absence of the above
circumstances, properties and improvements are
stated at cost. An analysis is done on an
annual basis at December 31 of each year.
9. Use of Estimates
The preparation of the financial statements in
conformity with generally accepted accounting
principles requires management to make
estimates and assumptions that affect the
amounts reported in the financial statements
and accompanying notes. Actual results could
differ from those estimates.
NOTE C - LEASES
The Partnership's leases with commercial
tenants are classified as operating leases.
Leases are generally for a period of three to
five years and provide for a fixed base rent
plus contingent rents based on level of sales
and sharing of certain operating costs.
Minimum future commercial rentals on operating
leases as of December 31, 1999 are as follows:
2000 662,157
2001 322,294
2002 165,196
2003 96,187
2004 46,094
NOTE D - PARTNERSHIP AGREEMENT
The significant terms of the amended and
restated Agreement of Limited Partnership (the
"Agreement"), as they relate to the financial
statements, follow:
1. Capital Contributions
The partnership offered investors limited
partnership units at $1,000 per unit; the
minimum purchase per investor was three units.
A total of 25,461 limited partnership units was
sold. After payment of costs of issuance as
provided for in the Agreement and the
withdrawal of the initial limited partner,
initial partnership capital net of costs of
issuance was $22,181,070 from limited partners
and $9,900 from the General Partner.
2. Distributions from Operations
The Agreement provides that, beginning with the
date of the admission of subscribers as limited
partners, all distributable cash from
operations (as defined) will be distributed 99%
to the limited partners and 1% to the General
Partner. After cash flows from operations are
positive, the General Partner shall also
receive 4% of such cash flows exclusive of
interest earned on investments.
All distributable cash from sales or
dispositions will be distributed to the limited
partners up to their adjusted invested capital
plus an amount equal to the sum of the greater
of an 8.5% cumulative, non-compounded annual
return on the average after-credit invested
capital or a 6% cumulative, non-compounded
annual return on the average adjusted invested
capital, plus an early investor incentive, less
amounts previously distributed; thereafter,
after receipt by the General Partner or its
affiliates of any accrued but unpaid real
estate brokerage commissions, the balance will
be distributed 85% to the limited partners and
15% to the General Partner. Terms used
throughout this paragraph are as defined under
the Agreement.
3. Allocation of Net Income and Net Losses
from Operations
Net income and net loss (as defined) will be
allocated 99% to the limited partners and 1% to
the General Partner with certain exceptions as
defined in the Agreement.
The Agreement provides that the fiscal year of
the Partnership will be the calendar year and
that the Partnership shall continue until
December 31, 2038, unless sooner terminated
upon the occurrence of certain events.
NOTE E - ACQUISITIONS
The Partnership acquired one property and five
general or limited partnership interests in
Ventures during the period from January 7, 1988
to December 1988, and one general and one
limited partnership interest in Ventures in
1989, as discussed below.
In July 1988, the Partnership was admitted,
with a 98% general partner and a 1% limited
partner interest, to a Nebraska limited
partnership which owns a building located in
Omaha, Nebraska, consisting of 17 apartment
units, for a cash capital contribution of
$700,000. In addition, $128,284 in acquisition
costs relating to the investment were
capitalized as part of buildings and
improvements.
In July 1988, the Partnership was admitted,
with a 90% general partner interest, to a
Louisiana general partnership which owns a
building located in New Orleans, Louisiana,
consisting of 68 apartment units, for a cash
capital contribution of $1,519,000. In
addition, $241,173 of acquisition costs
relating to the investment were capitalized as
part of buildings and improvements. During
1990, as permanent financing was obtained,
$60,000 of the capital contribution was
returned to the Partnership.
In December 1988, the Partnership acquired a
99% joint venture interest in a Nebraska joint
venture which owns a building located in Omaha,
Nebraska, consisting of 23 apartment units, for
a cash capital contribution of $875,000. In
addition, $153,940 in acquisition costs
relating to the investment were capitalized as
part of buildings and improvements. These
capitalized costs have been removed from the
balance sheet. Pursuant to the June 1993
Amended and Restated Joint Venture Agreement,
the Partnership's interest was reduced to 30%.
In December 1988, the Partnership was admitted,
with a 97% general partner and a 1% limited
partner interest, to a West Virginia limited
partnership which owned a building located in
Huntington, West Virginia, consisting of 53
apartment units and 41,590 square feet of
commercial space, for a general partner cash
capital contribution of $1,470,000 and limited
partner cash capital contribution of $10,000.
In addition, $492,609 of acquisition costs
relating to the investment were capitalized as
part of building and improvements. The lender
foreclosed on the property in October 1994.
In December 1988, the Partnership was admitted,
with a 90% general partner interest, to a
Virginia general partnership which owns a
building located in Alexandria, Virginia,
consisting of 32,544 square feet of commercial
space, for a cash capital contribution of
$1,750,000. In addition, $436,164 in
acquisition costs relating to the investment
have been capitalized as part of buildings and
improvements. In 1990, the Partnership made an
additional cash contribution of $196,621
pursuant to an agreement with the co-general
partner.
In December 1988, the Partnership purchased 78
condominium units and 6,700 square feet of
commercial space located in North Carolina for
$5,042,000. In addition, $774,258 of
acquisition costs relating to the property were
capitalized as part of buildings and
improvements. On January 21, 1994, the
property was transferred to a Pennsylvania
limited partnership in which the partnership
owns a 99% interest. On March 14, 1997, the
Registrant was declared in default on the first
mortgage for failure to make the minimum
monthly payment. On March 31, 1997, a
settlement agreement was reached whereby the
Registrant has agreed to relinquish its
partnership interests in the limited
partnership in lieu of foreclosure.
In January 1989, the Partnership was admitted,
with a 98% general partner interest, to a
Nebraska general partnership which owns a
building located in Omaha, Nebraska, consisting
of 70 apartments units, for a cash capital
contribution of $2,250,000. In addition,
$448,993 of acquisition costs relating to the
investment were capitalized as part of
buildings and improvements.
In February 1989, the Partnership was admitted,
with a 99% general partner interest, to a
Pennsylvania limited partnership which owns a
building located in Manayunk, Pennsylvania,
consisting of 73 apartment units and 8,471
square feet of commercial space, for a total
cash capital contribution of $6,000,000, less
funds advanced prior to admittance ($2,431,552
at December 31, 1988). In addition, $664,509
of acquisition costs relating to the investment
were capitalized as part of buildings and
improvements. The building was subsequently
converted to a condominium, with the
Partnership retaining title to all property.
During 1990, the Partnership made additional
cash contributions of $220,000.
NOTE F - DEBT OBLIGATIONS
Debt obligations were as follows: December 31,
1999 1998
------ ------
Note payable, non-interest bearing; $ 500,000 $ 500,000
principal due upon sale of property;
collateralized by related rental
property.
Note payable, interest at 7.75% and 9.16% 20,312 25,071
at December 31, 1999 and 1998, adjusted
every three years, based upon the three-
year Treasury Bill rate plus 250 basis
points, payable in semi-annual
installments of principal and interest of
$4,856 (payment adjusted in accordance
with interest rate changes); due in
November 2001; collateralized by related
rental property.
Note payable, interest at 7.75% and 8% at 339,990 349,195
December 31, 1999 and 1998, respectively;
payable in monthly installments of
principal and interest of $3,083; due in
August 2006; collateralized by related
rental property.
Note payable, interest at 8.5%; payable 904,511 1,033,150
in monthly installments of principal and
interest of $17,627; due in April 2005;
collateralized by related rental
property.
Mortgage loan, interest accrues at 7%; 4,367,913 4,355,866
interest only payable monthly to the
extent of net operating income; due in
December 2008; collateralized by the
related rental property
Mortgage loan, interest at 7.08%; payable 1,909,678 1,937,000
in monthly installments of principal and
interest of $21,471; due in December
2008; collateralized by the related
rental property.
Note payable, non-interest bearing; due 75,000 75,000
upon sale of property; collateralized by
related rental property.
Note payable, interest at 10.25%; payable 1,775,053 1,775,053
in monthly installments of principal and
interest of $15,540; due in March 2030;
collateralized by related rental
property.
Note payable, interest at 1% accruing to 1,700,000 1,700,000
principal; unpaid principal and interest
are due upon sale of property or in
January 2030; collateralized by related
rental property.
Note payable, interest at 18%; interest 1,515,128 1,503,655
only payable monthly to the extent of net
operating income; due December 2002;
collateralized by related rental
property. (A)
Note payable, interest at 7.22%; interest
only payable monthly in the amount of
$37,944; collateralized by related rental 3,970,156 3,907,200
property. (A) --------- ---------
$17,077,741 $17,161,190
=========== ===========
(A) In September 1998, the second mortgage
lender advanced the property $3,907,200 to
repay the first mortgage with intention of
refinancing the first mortgage at a lower
interest rate. This refinancing was complete
in January 1999 with a $4,000,000 mortgage loan
which bears interest at 7.22%, is payable in
monthly payments of principal and interest of
$27,206 and is due in January 2009.
Maturities of debt obligation at December 31,
1999 were as follows:
Year Ending December 31,
2000 $ 100,521
2001 115,977
2002 1,610,793
2003 95,665
2004 112,484
Thereafter 15,042,301
-----------
$17,077,741
===========
NOTE G - RELATED PARTIES
In June 1998, the General Partner advanced the
Partnership $77,975 to pay certain outstanding
liabilities of the Partnership. The advance is
non-interest bearing and will be paid out of
available cash flow.
Included in Accounts Payable - Related Party is
$301,263 at December 31, 1999 owed to the co -
general partner, by three of the Partnership's
Ventures, for additional amounts advanced for
working capital needs. These advances are non-
interest bearing and will be paid out of
available cash flow.
Included in Accounts Payable - Related Party is
$37,271 at December 31, 1999 owed to the
general partner, by two of the Partnership's
Ventures, for additional amounts advanced for
working capital needs. These advances are non-
interest bearing and will be paid out of
available cash flow.
NOTE H - GOING CONCERN
Since the formation of Strehlow Terrace Limited
Partnership ("STLP", one of the Partnership's
ventures) in 1990, STLP has incurred
significant losses. In addition, at December
31, 1999, current liabilities exceed current
assets. During 1999 the Partnership was
delinquent in payments on the mortgage and has
outstanding interest payable of $316,324.
These factors raise substantial doubt about the
STLP's ability to continue as a going concern.
The financial statements were prepared assuming
that STLP will continue as a going concern and
does not include any adjustments that might
result from the outcome of this uncertainty.
NOTE I - EXTRAORDINARY GAINS/LOSSES
On February 14, 1994, Locke Mill Partners, a
limited partnership in which the Partnership
owns a 99% interest, filed a reorganization
petition pursuant to Chapter 11 of the U.S.
Bankruptcy Code. On June 6, 1995, LMP filed
the Second Plan of Reorganization (the "Plan")
and the Plan was confirmed in August 1995. The
Plan provides for the following : (1) the sale
of some or all of the units in order to satisfy
the claims of its creditors; and (2) an
extension of the maturity date of the notes
payable for three years, with the option to
extend for an additional two years if fifty
percent (50%) of the principal amount of the
debt had been retired at that time. The net
proceeds of the sales were to be used to retire
the principal balance of the debt. The
Partnership entered into an agreement with a
new lender who agreed to fund necessary
marketing costs and costs for any improvements
to the units in return for a wrap mortgage on
the property in the amount of $3,500,000.
Monthly payments of interest to the new lender
were to be made in an amount equal to net
operating income, with a minimum of $25,000 per
month. The note accrued interest at 12% and
was due in August 2000. On March 14, 1997, the
Partnership was declared in default on the
first mortgage for failure to make the minimum
monthly payment. On March 31, 1997, a
settlement agreement was reached whereby the
Partnership agreed to relinquish its
partnership interests in LMP. The Partnership
recognized an extraordinary loss of $770,000 in
1997 for the difference between the book value
of the property (which approximated fair value)
and the extinguished debt.
NOTE J - INCOME TAX BASIS RECONCILIATION
Certain items enter into the determination of
the results of operations in different time
periods for financial reporting ("book")
purposes and for income tax ("tax") purposes.
Reconciliations of net loss and partners'
equity follow:
For the Years Ended December 31,
1999 1998 1997
------ ------ ------
Net loss - book ($1,650,894) ($2,447,292) ($2,016,133)
Excess of tax under book depreciation 458,619 459,534 328,246
Interest 94,398 85,844 78,066
Loss on foreclosure 0 0 399,505
Gain on sale 0 0 (205,643)
Administrative expenses 0 0 (118,750)
Other timing differences 18,807 14,718 0
Minority interest - tax only 218,951 245,961 211,654
---------- ---------- ----------
Net loss - tax ($ 860,119) ($1,641,235) ($1,323,055)
========== ========== ==========
Partners' equity - book ($2,459,686) ($ 808,792) $1,638,500
Costs of issuance 3,279,930 3,279,930 3,279,930
Cumulative tax under book loss 5,692,577 4,901,802 4,095,745
Investment credit recapture 9,900 9,900 9,900
Rehabilitation credit (251,117) (251,117) (251,117)
---------- ---------- ----------
Partner's equity - tax $6,271,604 $7,131,723 $8,772,958
========== ========== ==========
<PAGE>
SUPPLEMENTAL INFORMATION
<PAGE>
DIVERSIFIED HISTORIC INVESTORS VI
(a limited partnership)
SCHEDULE XI - REAL ESTATE AND ACCUMULATED DEPRECIATION
DECEMBER 31, 1999
Cost Capitalized
Initial Cost Subsequent to
to Partnership (b) Acquisition
Buildings Date Date
and of Ac-
Encum- Improve- Improve- Constr. quired
Description (a) brance (e) Land (b) ments ments (a)
17 unit apartments
and 3,100 square
feet of retail $ 860,302 $ 10,000 $ 1,774,986 $ 37,144 1988 7/88
space in Omaha, NE
68 unit apartments
in New Orleans, LA 904,511 - 2,948,634 471,015 1988 7/88
32,500 square feet
of commercial
space in
Alexandria, VA 6,277,590 540,238 5,014,827 1,290,152 1988 12/88
70 apartment units
in Omaha, NE 3,550,053 - 448,993 5,926,320 1989 1/89
71 unit apartments
and 8,500 square
feet of commercial
space in
Manayunk, PA 5,485,285 400,000 664,508 9,483,271 1989 2/89
----------- -------- ----------- -----------
$17,077,741 $950,238 $10,851,948 $17,207,902
=========== ======== =========== ===========
Gross Amount at which Carried at
December 31, 1999
Buildings
and Total Accumulated
Description (a) Land Improvements (c) (d) Depr. (e)
17 unit apartments
and 3,100 square
feet of retail
space in Omaha, NE $ 10,000 $ 1,812,131 $ 1,822,131 $ 780,252
68 unit apartments
in New Orleans, LA - 3,419,649 3,419,649 1,502,830
32,500 square feet
of commercial space
in Alexandria, VA 540,238 6,304,979 6,845,217 2,470,636
70 apartment units
in Omaha, NE - 6,375,313 6,375,313 2,436,437
71 unit apartments
and 8,500 square
feet of commercial
space in
Manayunk, PA 400,000 10,147,778 10,547,778 4,944,248
-------- ----------- ----------- ----------
$950,238 $28,059,850 $29,010,088 $12,134,403
======== =========== =========== ===========
<PAGE>
DIVERSIFIED HISTORIC INVESTORS VI
(a limited partnership)
NOTES TO SCHEDULE XI
DECEMBER 31, 1999
(A) All properties are certified historic
structures as defined in the Internal
Revenue Code of 1986. The "date of
construction" refers to the period in
which such properties were rehabilitated.
(B) Represents costs of a parcel of land with
historic building located thereon.
Amounts do not include any
development/rehabilitation costs incurred
pursuant to a turnkey development
agreement entered into when the property
was purchased.
(C) The cost of real estate owned at December
31, 1999, for Federal income tax purposes
was approximately $25,677,903. The
depreciable basis of the building and
improvements of the properties has been
reduced for Federal income tax purposes by
the historic rehabilitation credit.
(D) Reconciliation of real estate:
1999 1998 1997
------ ------ ------
Balance at beginning of year $28,984,672 $28,935,093 $35,656,555
Additions during this year:
Improvements 25,416 49,579 103,135
Deductions during the year:
Retirements 0 0 (6,824,597)
----------- ----------- -----------
Balance at end of year $29,010,088 $28,984,672 $28,935,093
=========== =========== ===========
Reconciliation of accumulated depreciation:
1999 1998 1997
------ ------ ------
Balance at beginning of year $11,038,617 $ 9,949,357 $10,933,587
Depreciation expense for the year 1,095,786 1,089,260 1,105,796
Retirements 0 0 (2,090,026)
----------- ----------- -----------
Balance at end of year $12,134,403 $11,038,617 $ 9,949,357
=========== =========== ===========
(D) See Note E to the consolidated financial statements for further information.
(E) See Note B to the consolidated financial statements for depreciation
method and lives.
Item 9. Changes in and disagreements with
Accountants on Accounting and Financial
Disclosure
None.
PART III
Item 10. Directors and Executive Officers of
Registrant
a. Identification of Directors -
Registrant has no directors.
b. Identification of Executive
Officers
The General Partner of the
Registrant is Dover Historic Advisors VI (DoHA-
VI), a Pennsylvania general partnership. The
partners of DoHA-VI are as follows:
Name Age Position Term of Office Period Served
SWDHA, Inc. -- Partner in DoHA-VI No fixed term Since May 1997
EPK, Inc. -- Partner in DoHA-VI No fixed term Since May 1997
For further description of DoHA -
VI, see paragraph e. of this Item. There is no
arrangement or understanding between either
person named above and any other person
pursuant to which any person was or is to be
selected as an officer.
c. Identification of Certain
Significant Employees. Registrant has no
employees. Its administrative and operational
functions are carried out by property
management and partnership administration firm
engaged by the Registrant.
d. Family Relationships. There is no
family relationship between or among the
executive officers and/or any person nominated
or chosen by Registrant to become an executive
officer.
e. Business Experience. DoHA-VI is a
general partnership formed in 1987. The
General Partner is responsible for management
and control of Registrant's affairs and will
have general responsibility and authority in
conducting its operations. The General Partner
may retain its affiliates to manage certain of
the Properties.
On May 13, 1997, SWDHA, Inc. replaced
Gerald Katzoff and EPK, Inc. replaced DHP, Inc.
as partners of DoHA-VI. Spencer Wertheimer,
the President and Sole Director of SWDHA, Inc.,
is an attorney with extensive experience in
real estate activities ventures.
EPK, Inc. is a Delaware corporation
formed for the purpose of managing properties
or interests therein. EPK, Inc. is a wholly-
owned subsidiary of D, LTD, an entity formed in
1985 to act as the holding company for various
corporations engaged in the development and
management of historically certified properties
and conventional real estate as well as a
provider of financial (non-banking) services.
EPK, Inc. is an affiliate of DoHA-VI.
The officers and directors of EPK,
Inc. are described below.
Spencer Wertheimer was appointed May
13, 1997 as President, Treasurer and Sole
Director of EPK, Inc. Mr. Wertheimer is an
attorney with extensive experience in real
estate activities ventures.
Donna M. Zanghi (age 41) was appointed
on May 13, 1997 as Vice President and Secretary
of EPK, Inc. Ms. Zanghi previously served as
Secretary and Treasurer of DHP, Inc. since
June 14, 1993 and as a Director and
Secretary/Treasurer of D, LTD. She was
associated with DHP, Inc. and its affiliates
since 1984 except for the period from December
1986 to June 1989 and the period from November
1, 1992 to June 14, 1993.
Michele F. Rudoi (age 33) was
appointed on May 13, 1997 as Assistant
Secretary of EPK, Inc. Ms. Rudoi previously
served as Assistant Secretary and Director of
both D, LTD and DHP, Inc. since January 27,
1993.
Item 11. Executive Compensation
a. Cash Compensation - During 1999,
Registrant paid no cash compensation to DoHA-
VI, any partner therein or any person named in
paragraph c. of Item 10.
b. Compensation Pursuant to Plans -
Registrant has no plan pursuant to which
compensation was paid or distributed during
1999, or is proposed to be paid or distributed
in the future, to DoHA-VI, any partner therein,
or any person named in paragraph c. of Item 10
of this report.
c. Other Compensation - No
compensation not referred to in paragraph a. or
paragraph b. of this Item was paid or
distributed during 1999 to DoHA-VI, any partner
therein, or any person named in paragraph c. of
Item 10.
d. Compensation of Directors -
Registrant has no directors.
e. Termination of Employment and
Change of Control Arrangement -
Registrant has no compensatory plan or
arrangement, with respect to any individual,
which results or will result from the
resignation or retirement of any individual, or
any termination of such individual's employment
with Registrant or from a change in control of
Registrant or a change in such individual's
responsibilities following such a change in
control.
Item 12. Security Ownership of Certain
Beneficial Owners and Management
a. Security Ownership of Certain
Beneficial Owners - No person is known to
Registrant to be the beneficial owner of more
than five percent of the issued and outstanding
Units.
b. Security Ownership of Management -
None.
c. Changes in Control - Registrant
does not know of any arrangement, the operation
of which may at a subsequent date result in a
change in control of Registrant.
Item 13. Certain Relationships and Related
Transactions
a. Pursuant to Registrant's Amended
and Restated Agreement of Limited Partnership,
DoHA-VI is entitled to 10% of Registrant's
distributable cash from operations in each
year. There was no such share allocable to
DoHA-VI for fiscal years 1997 through 1999.
b. Certain Business Relationships -
Registrant has no directors. For a description
of business relationships between Registrant
and certain affiliated persons, see paragraph
a. of this Item.
c. Indebtedness of Management - No
executive officer or significant employee of
Registrant, Registrant's general partner (or
any employee thereof), or any affiliate of any
such person, is or has at any time been
indebted to Registrant.
<PAGE>
PART IV
Item 14. (A) Exhibits, Financial Statement Schedules and Reports
on Form 8-K.
1. Financial Statements:
a. Consolidated Balance Sheets at December 31, 1999 and 1998.
b. Consolidated Statements of Operations for the Years
Ended December 31, 1999, 1998 and 1997.
c. Consolidated Statements of Changes in Partners' Equity
for the Years Ended December 31, 1999, 1998 and 1997.
d. Consolidated Statements of Cash Flows for the Years
Ended December 31, 1999, 1998 and 1997.
e. Notes to consolidated financial statements.
2. Financial statement schedules:
a. Schedule XI - Real Estate and Accumulated Depreciation.
b. Notes to Schedule XI.
3. Exhibits:
(a) Exhibit Number Document
------------------ --------
3 Registrant's Amended and
Restated Certificate of
Limited Partnership and
Agreement of Limited
Partnership, previously
filed as part of Amendment
No. 2 of Registrant's
Registration Statement on
Form S-11, are incorporated
herein by reference.
21 Subsidiaries of the
Registrant are listed in
Item 2. Properties of this
Form 10-K.
(b) Reports on Form 8-K:
No reports were filed on Form 8-K during the
quarter ended December 31, 1999.
(c) Exhibits:
See Item 14 (A) (3) above.
<PAGE>
SIGNATURES
Pursuant to the requirement of Section 13 or 15(d) of the Securities
Exchange Act of 1934, Registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.
DIVERSIFIED HISTORIC INVESTORS VI
Date: September 5, 2000 By: Dover Historic Advisors VI, General Partner
-----------------
By: EPK, Inc., Partner
By: /s/ Spencer Wertheimer
-----------------------
SPENCER WERTHEIMER
President and Treasurer
By: /s/ Michele F. Rudoi
-----------------------
MICHELE F. RUDOI
Assistant Secretary
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of
Registrant and in the capacities and on the dates indicated.
Signature Capacity Date
DOVER HISTORIC ADVISORS VI General Partner
By: EPK, Inc., Partner
By:/s/ Spencer Wertheimer September 5, 2000
---------------------- -----------------
SPENCER WERTHEIMER
President and Treasurer
By:/s/ Michele F. Rudoi September 5, 2000
----------------------- -----------------
MICHELE F. RUDOI
Assistant Secretary
