1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Quarterly Report Under Section 13 or 15(d) of the Securities Exchange Act of 1934 FOR QUARTER ENDED JUNE 30, 1995 COMMISSION FILE NUMBER 2-82090 REAL ESTATE ASSOCIATES LIMITED VI AND SUBSIDIARIES A CALIFORNIA LIMITED PARTNERSHIP I.R.S. EMPLOYER IDENTIFICATION NO. 95-3778627 9090 Wilshire Blvd., Suite 201, Beverly Hills, CA. 90211 Registrant's Telephone Number, Including Area Code (310) 278-2191 Securities Registered Pursuant to Section 12(b) or 12(g) of the Act NONE Indicate by check mark whether the registrant (1) has filed all reports required to be filed with the Commission by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding twelve months (or 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 ----- ----- 2 REAL ESTATE ASSOCIATES LIMITED VI AND SUBSIDIARIES (A CALIFORNIA LIMITED PARTNERSHIP) INDEX TO FORM 10-Q FOR THE QUARTER ENDED JUNE 30, 1995 PART I. FINANCIAL INFORMATION Item 1. Financial Statements Consolidated Balance Sheets, June 30, 1995 and December 31, 1994 . . . . . . . . . . . . . . . . . . . . . 1 Consolidated Statements of Operations, Six and Three Months Ended, June 30, 1995 and 1994 . . . . . . . . . . . . . . 2 Consolidated Statement of Partners' Deficiency Six Months Ended June 30, 1995 . . . . . . . . . . . . . . . . . . . . . . . 3 Consolidated Statements of Cash Flows Six Months Ended June 30, 1995 and 1994 . . . . . . . . . . . . . . . . . . . 4 Notes to Consolidated Financial Statements . . . . . . . . . . . . . . . . . . . . . 5 Item 2. Management's Analysis and Discussion of Financial Condition and Results of Operation . . . . . . . . . . . . . . . . . . . . . . . . . 9 PART II. OTHER INFORMATION Item 1. Legal Proceedings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11 Item 6. Exhibits and Reports on Form 8-K . . . . . . . . . . . . . . . . . . . . . . . . . . . 11 Signatures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12 3 REAL ESTATE ASSOCIATES LIMITED VI AND SUBSIDIARIES (A CALIFORNIA LIMITED PARTNERSHIP) CONSOLIDATED BALANCE SHEETS JUNE 30, 1995 AND DECEMBER 31, 1994 ASSETS 1995 1994 (Unaudited) (Audited) ----------- ----------- INVESTMENTS IN AND ADVANCES TO LIMITED PARTNERSHIPS $ 5,148,802 $ 5,213,864 RENTAL PROPERTY, NET 7,442,973 7,638,829 CASH AND CASH EQUIVALENTS 5,199,118 5,072,944 CASH, RESTRICTED 84,900 84,900 SHORT-TERM INVESTMENTS 125,000 125,000 RECEIVABLES FROM LIMITED PARTNERSHIPS 271,750 257,250 OTHER ASSETS 332,894 332,894 ----------- ----------- TOTAL ASSETS $18,605,437 $18,725,681 =========== =========== LIABILITIES AND PARTNERS' DEFICIENCY LIABILITIES: Mortgage notes payable $ 9,993,001 $ 9,993,001 Notes payable 5,795,000 5,795,000 Accrued interest payable 4,994,964 4,834,545 Accounts payable 112,888 106,495 Other liabilities 133,119 133,119 ----------- ----------- 21,028,972 20,862,160 PARTNERS' DEFICIENCY (2,423,535) (2,136,479) ----------- ----------- TOTAL LIABILITIES AND PARTNERS' DEFICIENCY $18,605,437 $18,725,681 =========== =========== The accompanying notes are an integral part of these financial statements. 1 4 REAL ESTATE ASSOCIATES LIMITED VI AND SUBSIDIARIES (A CALIFORNIA LIMITED PARTNERSHIP) CONSOLIDATED STATEMENTS OF OPERATIONS SIX AND THREE MONTHS ENDED JUNE 30, 1995 AND 1994 (Unaudited) Six months Three months Six months Three months ended ended ended ended June 30, 1995 June 30, 1995 June 30, 1994 June 30, 1994 ------------- ------------- ------------- ------------- RENTAL OPERATIONS Revenues $1,351,948 $ 672,989 $1,366,686 $ 660,666 ---------- --------- ---------- --------- Expenses: Operating expenses 770,422 383,298 757,874 389,420 Depreciation and amortization 195,856 97,928 189,488 94,744 Interest expense 508,541 254,171 509,890 254,864 ---------- --------- ---------- --------- 1,474,819 735,397 1,457,252 739,028 ---------- --------- ---------- --------- Loss From Rental Operations (122,871) (62,408) (90,566) (78,362) ---------- --------- ---------- --------- PARTNERSHIP OPERATIONS Interest income 91,489 60,304 130,970 31,085 Equity in income of limited partnerships and amortization of acquisition costs 186,000 93,000 58,000 29,000 Distributions recognized as income 225,183 225,183 475,059 140,240 ---------- --------- ---------- --------- 502,672 378,487 664,029 200,325 ---------- --------- ---------- --------- Management fees-general partner 267,745 133,872 312,060 156,030 Interest expense 259,825 129,913 259,825 129,913 General and administrative 139,287 56,160 121,446 41,200 ---------- --------- ---------- --------- 666,857 319,945 693,331 327,143 ---------- --------- ---------- --------- (Loss) Income From Partnership Operations (164,185) 58,542 (29,302) (126,818) ---------- --------- ---------- --------- NET LOSS $ (287,056) $ (3,866) $ (119,868) $(205,180) ========== ========= ========== ========= The accompanying notes are an integral part of these financial statements. 2 5 REAL ESTATE ASSOCIATES LIMITED VI AND SUBSIDIARIES (A CALIFORNIA LIMITED PARTNERSHIP) CONSOLIDATED STATEMENT OF PARTNERS' DEFICIENCY SIX MONTHS ENDED JUNE 30, 1995 (Unaudited) General Limited Partners Partners Total --------- ----------- ----------- PARTNERSHIP INTERESTS June 30, 1995 16,810 =========== PARTNERS' DEFICIENCY at January 1, 1995 $(372,554) $(1,763,925) $(2,136,479) Net loss for the six months ended June 30, 1995 (2,871) (284,185) (287,056) --------- ----------- ----------- PARTNERS' DEFICIENCY at June 30, 1995 $(375,425) $(2,048,110) $(2,423,535) ========= =========== =========== The accompanying notes are an integral part of these financial statements. 3 6 REAL ESTATE ASSOCIATES LIMITED VI AND SUBSIDIARIES (A CALIFORNIA LIMITED PARTNERSHIP) CONSOLIDATED STATEMENTS OF CASH FLOWS SIX MONTHS ENDED JUNE 30, 1995 AND 1994 (Unaudited) 1995 1994 ----------- ----------- CASH FLOWS FROM OPERATING ACTIVITIES: Net loss $ (287,056) $ (119,868) Adjustments to reconcile net loss to net cash provided by (used in) operating activities: Equity in income of limited partnerships (186,000) (70,000) and amortization of acquisition costs - 12,000 Depreciation and amortization 195,856 189,488 Increase in receivables from limited partnerships (14,500) Decrease in - Other assets - 87,500 Increase (decrease) in - Accrued interest payable 160,419 140,834 Accounts payable 6,393 (1,423) ---------- ---------- Net cash provided by (used in) operating activities (124,888) 238,531 ---------- ---------- CASH FLOWS FROM INVESTING ACTIVITIES: Distributions from limited partnerships recognized as a return of capital 251,062 185,699 ---------- ---------- NET INCREASE IN CASH AND CASH EQUIVALENTS 126,174 424,230 CASH AND CASH EQUIVALENTS, beginning of period 5,072,944 5,010,767 ---------- ---------- CASH AND CASH EQUIVALENTS, end of period $5,199,118 $5,434,997 ========== ========== The accompanying notes are an integral part of these financial statements. 4 7 REAL ESTATE ASSOCIATES LIMITED VI AND SUBSIDIARIES (A CALIFORNIA LIMITED PARTNERSHIP) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 1995 NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES GENERAL The information contained in the following notes to the financial statements is condensed from that which would appear in the audited annual financial statements; accordingly, the financial statements included herein should be reviewed in conjunction with the financial statements and related notes thereto contained in the annual report for the year ended December 31, 1994 prepared by Real Estate Associates Limited VI and Subsidiaries (the "Partnership"). National Partnership Investments Corp. ("NAPICO") is the corporate general partner of the Partnership. Accounting measurements at interim dates inherently involve greater reliance on estimates than at year end. The results of operations for the interim periods presented are not necessarily indicative of the results for the entire year. In the opinion of the Partnership, the accompanying unaudited financial statements contain all adjustments (consisting primarily of normal recurring accruals) necessary to present fairly the financial position of the Partnership at June 30, 1995 and the results of operations and changes in cash flows for the six months then ended. PRINCIPLES OF CONSOLIDATION The consolidated financial statements include the accounts of Real Estate Associates Limited VI and its majority-owned general partnerships. All significant intercompany accounts and transactions have been eliminated in consolidation. METHOD OF ACCOUNTING FOR INVESTMENT IN THE UNCONSOLIDATED LIMITED PARTNERSHIPS The investments in unconsolidated limited partnerships are accounted for on the equity method. Acquisition, selection and other costs related to the acquisition of the projects are capitalized as part of the investment account. CASH AND CASH EQUIVALENTS Cash and cash equivalents consist of unrestricted cash and bank certificates of deposit with maturities of three months or less. Restricted cash consist of tenants' security and escrow deposits and mortgage impounds. SHORT-TERM INVESTMENTS Short-term investments consit of bank certificates of deposit with original maturities ranging from more than three months to twelve months. The fair value of these securities, which have been classified as held for sale, approximates their carrying value. 5 8 REAL ESTATE ASSOCIATES LIMITED VI AND SUBSIDIARIES (A CALIFORNIA LIMITED PARTNERSHIP) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 1995 NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) INCOME TAXES No provision has been made for income taxes in the accompanying financial statements since such taxes, if any, are the liability of the individual partners. RENTAL PROPERTY AND DEPRECIATION Rental property is stated at cost. Depreciation is provided on the straight-line and accelerated methods over the estimated useful lives of the buildings and equipment. Pursuant to a purchase agreement in which the Partnership acquired its interest from withdrawing general partners, certain rental property was revalued to reflect the purchase price. Substantially all of the apartment units are leased on a month-to-month basis. NOTE 2 - INVESTMENTS IN LIMITED PARTNERSHIPS The Partnership holds limited partnership interests in 29 limited partnerships as of June 30, 1995, and general partner interests in an additional two general partnerships. In addition, REAL VI holds a general partner interest in Real Estate Associates III ("REA III"), a California general partnership. NAPICO is also a general partner in REA III. REA III, in turn, holds a general partner interest in one local general partnership and limited partner interests in seven local limited partnerships. In total, therefore, the Partnership holds interests, either directly or indirectly through REA III, in 36 local partnerships which own residential rental projects consisting of 3,063 apartment units. The mortgage loans of these projects are insured by various governmental agencies. The Partnership, as a limited partner, is entitled to between 90 percent and 99 percent of the profits and losses of the limited partnerships it has invested in directly. The Partnership is also entitled to 99.9 percent of the profits and losses of REA III. REA III holds a 99 percent interest in each of the limited partnerships in which it has invested. As of June 30, 1995, the Partnership is obligated, if certain conditions are met, to invest an additional $90,500 in its investee partnerships at various times in the future. This amount has not been recorded as a liability in the accompanying financial statements. In 1993, a limited partnership (Lincoln Mariner's Associates Limited) entered into a Loan Agreement with the City of San Diego to issue of new Mortgage Revenue Funding Bonds to refinance the mortgage and refund the bonds. The Partnership and N.C. Lincoln Company (an affiliate of the general partner of Lincoln Mariner's Associates Limited) each loaned Lincoln Mariner's Associates Limited $382,500, to pay the costs and expenses in connection with the refunding and refinancing. These loans bear interest at 12 percent per annum and will be fully amortized and paid by September 1, 1995. The balance at June 30, 1995 is $105,000. 6 9 REAL ESTATE ASSOCIATES LIMITED VI AND SUBSIDIARIES (A CALIFORNIA LIMITED PARTNERSHIP) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 1995 NOTE 2 - INVESTMENTS IN LIMITED PARTNERSHIP (CONTINUED) Equity in losses of unconsolidated limited partnerships is recognized in the financial statements until the limited partnership investment account is reduced to a zero balance or to a negative amount equal to further capital contributions required. Losses incurred after the limited partnership investment account is reduced to zero are not recognized. Distributions from the unconsolidated limited partnerships are accounted for as a return of capital until the investment balance is reduced to zero. Subsequent distributions received are recognized as income. The following is a summary of the investment in unconsolidated limited partnerships as of June 30, 1995: Balance, beginning of period $5,213,864 Equity in income of limited partnerships 186,000 Cash distributions recognized as a return of capital (251,062) ---------- Balance, end of period $5,148,802 ========== The following are unaudited combined estimated statements of operations of the unconsolidated limited partnerships in which the Partnership has investments: Six months Three months Six months Three months ended ended ended ended June 30, 1995 June 30, 1995 June 30, 1994 June 30, 1994 ------------- ------------- ------------- ------------- Income: Rental and other $10,330,000 $5,165,000 $10,182,000 $5,091,000 ----------- ---------- ----------- ---------- Expenses: Depreciation 1,760,000 880,000 1,784,000 892,000 Interest 2,976,000 1,488,000 3,436,000 1,718,000 Operating expenses 6,412,000 3,206,000 5,934,000 2,967,000 ----------- ---------- ----------- ---------- Total expenses 11,148,000 5,574,000 11,154,000 5,577,000 ----------- ---------- ----------- ---------- Net loss $ (818,000) $ (409,000) $ (972,000) $ (486,000) =========== ========== =========== ========== NAPICO, or one of its affiliates, is the general partner and property management agent for certain of the limited partnerships included above. 7 10 REAL ESTATE ASSOCIATES LIMITED VI AND SUBSIDIARIES (A CALIFORNIA LIMITED PARTNERSHIP) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 1995 NOTE 3 - MORTGAGE NOTES PAYABLE The mortgage notes have rates of 9.5 percent per annum with principal and interest payments due monthly. The notes have maturity dates ranging from September 1996 to January 1997. These notes are collateralized by the underlying rental properties. NOTE 4 - NOTES PAYABLE Certain of the Partnership's investments involved purchases of partnership interests from partners who subsequently withdrew from the operating partnership. The purchase of these interests provides for additional cash payments of approximately $325,000 based upon specified events as outlined in the purchase agreements. Such amounts have been recorded as liabilities. In addition, the Partnership is obligated on non-recourse notes payable of $5,470,000 which bear interest at 9.5 percent and have principal maturities ranging from December 1996 to December 2012. The notes and related interest are payable from cash flow generated from operations of the related rented properties as defined in the notes. These obligations are collateralized by the Partnership's investments in the limited partnerships. Unpaid interest equal to $4,994,964 at June 30, 1995, is due at maturity of the notes. NOTE 5 - MANAGEMENT FEES AND EXPENSES DUE TO GENERAL PARTNER Under the terms of the Restated Certificate and Agreement of Limited Partnership, the Partnership is obligated to the corporate general partner for an annual management fee of approximately .5 percent of the original invested assets of the limited partnerships. Invested assets are defined as the costs of acquiring project interests, including the proportionate amount of the mortgage loans related to the Partnership's interests in the capital accounts of the respective partnerships. This fee was approximately $268,000 and $312,000 for the six months ended June 30, 1995 and 1994, respectively. The Partnership reimburses NAPICO for certain expenses. In 1995, the reimbursement to NAPICO of $14,577 has been paid and included in the Partnership's operating expenses. NOTE 6 - CONTINGENCIES The corporate general partner of the Partnership and the Partnership are plaintiffs in various lawsuits and have also been named defendants in other lawsuits arising from transactions in the ordinary course of business. In the opinion of management and the corporate general partner, the claims will not result in any material liability to the Partnership. 8 11 REAL ESTATE ASSOCIATES LIMITED VI AND SUBSIDIARIES (A CALIFORNIA LIMITED PARTNERSHIP) JUNE 30, 1995 ITEM 2. MANAGEMENT'S ANALYSIS AND DISCUSSION OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS LIQUIDITY AND CAPITAL RESOURCES The Partnership's primary sources of funds include interest income on short term investments and distributions from limited partnerships in which the Partnership has invested. It is not expected that any of the local limited partnerships in which the Partnership has invested will generate cash flow sufficient to provide for distributions to limited partners in any material amount. The Partnership has committed as of June 30, 1995 to investments in limited partnerships requiring additional capital contributions of $90,500. The Partnership normally makes its capital contributions to the local limited partnerships in stages, over a period of two to five years, with each contribution due on a specified date, provided that certain conditions regarding construction or operation of the project have been fulfilled. The Partnership has no significant commitments once the capital contributions have been made. . The Partnership is obligated on notes payable of $5,795,000 bearing interest at 9.5 percent, payable at maturity dates ranging from December 1996 to December 2012 or upon sale or refinancing of the underlying partnership properties unpaid interest, equal to $4,994,964 at June 30, 1995 is due at maturity of the notes. RESULTS OF OPERATIONS Rental revenues and expenses incurred to operate the rental properties are consistent with the prior year. Partnership revenues consist primarily of interest income earned on certificates of deposit and other temporary investment of funds not required for investment in local partnerships. Operating expenses consist primarily of recurring general and administrative expenses and professional fees for services rendered to the Partnership. In addition, an annual Partnership management fee in an amount equal to .5 percent of invested assets is payable to the corporate general partner. The Partnership accounts for its investments in the local limited partnerships on the equity method, thereby adjusting its investment balance by its proportionate share of the income or loss of the local limited partnerships. Losses incurred after the limited partnership investment account is reduced to zero are not recognized. Distributions received from limited partnerships are recognized as return of capital until the investment balance has been reduced to zero or to a negative amount equal to future capital contributions required. Subsequent distributions received are recognized as income. 9 12 REAL ESTATE ASSOCIATES LIMITED VI AND SUBSIDIARIES (A CALIFORNIA LIMITED PARTNERSHIP) JUNE 30, 1995 ITEM 2. MANAGEMENT'S ANALYSIS AND DISCUSSION OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS RESULTS OF OPERATIONS (CONTINUED) Distributions recognized as income were higher in 1994 than in 1995 because a cash distribution was received and recognized as income in 1994 from a limited partnership who had positive cash flow due to refinancing its mortgage. Except for certificates of deposit and money market funds, the Partnership's investments are entirely from interests in other limited and general partnerships owning government assisted projects. Funds temporarily not required for such investments in projects are invested providing interest income as reflected in the statement of operations. These funds can be converted to cash to meet obligations as they arise. The Partnership intends to continue investing available funds in this manner. The Partnership, as a limited or general partner in the local partnerships in which it has invested, is subject to the risks incident to the construction, management, and ownership of improved real estate. The Partnership investments are also subject to adverse general economic conditions and accordingly, the status of the national economy, including substantial unemployment and concurrent inflation, could increase vacancy levels, rental payment defaults, and operating expenses, which in turn, could substantially increase the risk of operating losses for the projects. 10 13 REAL ESTATE ASSOCIATES LIMITED VI AND SUBSIDIARIES (A CALIFORNIA LIMITED PARTNERSHIP) JUNE 30, 1995 PART II. OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS The corporate general partner is a plaintiff or defendant in several suits, including the following related to REAL VI as of June 30, 1995. Rhonda Harris v. HAPI Management Inc., The Carlton Arms Venture, Rosewood Apartments Corporation and Real Estate Associated Limited VI, Case No. CI90-7512, Circuit Court, 9th Judicial Circuit, Orange County, Florida. The Plaintiff is an acquaintance of a tenant. Plaintiff alleges that on August 13, 1990, while descending the outside wooden staircase one of the steps broke causing Plaintiff to fall down the remainder of the stairs. While the property has been foreclosed on, however the incident occurred prior to the foreclosure so this matter was turned over to the Partnership's insurer, Scottsdale Insurance Company (Claim#: 142792-34, Contact: Joana Warner x2736). The Plaintiff is now alleging that she is experiencing seizures as a result of the fall. Currently no dollar amount has been demanded by the Plaintiff and no medical report or supporting evidence validating this claim has been submitted. Answers to Interrogatories and Production of Documents have been submitted to the opposing counsel. In the opinion of management, there is no material exposure to NAPICO or the Partnership. ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) No exhibits are required per the provision of item 7 of regulation S-K. 11 14 REAL ESTATE ASSOCIATES LIMITED VI AND SUBSIDIARIES (A LIMITED PARTNERSHIP) JUNE 30, 1995 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. REAL ESTATE ASSOCIATES LIMITED VI AND SUBSIDIARIES (a California limited partnership) By: National Partnership Investments Corp., General Partner Date:__________________________________________ By: _______________________________________ Bruce Nelson President Date: ________________________________________ By: _______________________________________ Shawn Horwitz Executive Vice President and Chief Financial Officer 12