-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, J1mA92Q9WcnunynRYr0SnKGRFbAMc4a5F/1tQMFVfTfBKBJZB4fAzhIkuhx5OuVM yYGJg9n9ZZCEbfa0xjHORw== 0000950148-01-502246.txt : 20020410 0000950148-01-502246.hdr.sgml : 20020410 ACCESSION NUMBER: 0000950148-01-502246 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20010930 FILED AS OF DATE: 20011113 FILER: COMPANY DATA: COMPANY CONFORMED NAME: REAL ESTATE ASSOCIATES LTD VI CENTRAL INDEX KEY: 0000715578 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE [6500] IRS NUMBER: 953778627 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-13112 FILM NUMBER: 1784655 BUSINESS ADDRESS: STREET 1: 9090 WILSHIRE BLVD STE 201 CITY: BEVERLY HILLS STATE: CA ZIP: 90211 BUSINESS PHONE: 3102782191 MAIL ADDRESS: STREET 1: 9090 WILSHIRE BLVD SUITE 201 CITY: BEVERLY HILLS STATE: CA ZIP: 90211 10-Q 1 v77198e10-q.txt FORM 10-Q SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Quarterly Period Ended SEPTEMBER 30, 2001 Commission File Number 0-13112 REAL ESTATE ASSOCIATES LIMITED VI (A California Limited Partnership) I.R.S. Employer Identification No. 95-3778627 9090 WILSHIRE BLVD., SUITE 201 BEVERLY HILLS, CA. 90211 Registrant's Telephone Number, Including Area Code (310) 278-2191 Indicate by check mark whether the registrant (1) has filed all documents and reports required to be filed 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 [ ] REAL ESTATE ASSOCIATES LIMITED VI (A CALIFORNIA LIMITED PARTNERSHIP) INDEX TO FORM 10-Q FOR THE QUARTER ENDED SEPTEMBER 30, 2001 PART I. FINANCIAL INFORMATION Item 1. Financial Statements Consolidated Balance Sheets, September 30, 2001 and December 31, 2000 ...........................1 Consolidated Statements of Operations, Nine and Three Months Ended, September 30, 2001 and 2000............2 Consolidated Statement of Partners' Equity (Deficiency), Nine Months Ended September 30, 2001 ...............................3 Consolidated Statements of Cash Flows, Nine Months Ended September 30, 2001 and 2000 ......................4 Notes to Consolidated Financial Statements ...............................5 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operation ......................................13 PART II. OTHER INFORMATION Item 1. Legal Proceedings...........................................................16 Item 6. Exhibits and Reports on Form 8-K ...........................................17 Signatures ..........................................................................18
REAL ESTATE ASSOCIATES LIMITED VI (A CALIFORNIA LIMITED PARTNERSHIP) CONSOLIDATED BALANCE SHEETS SEPTEMBER 30, 2001 AND DECEMBER 31, 2000 ASSETS
2001 (Unaudited) 2000 ----------- ----------- INVESTMENTS IN LIMITED PARTNERSHIPS (Note 2) $ 535,738 $ 541,072 CASH AND CASH EQUIVALENTS (Note 1) 2,466,799 3,197,380 ----------- ----------- TOTAL ASSETS $ 3,002,537 $ 3,738,452 =========== =========== LIABILITIES AND PARTNERS' EQUITY LIABILITIES: Notes payable and amounts due for partnership interests (Notes 3 and 6) $ 1,765,000 $ 1,765,000 Accrued interest payable (Notes 3 and 6) 2,167,400 2,064,801 Accounts payable 9,528 16,429 ----------- ----------- 3,941,928 3,846,230 ----------- ----------- COMMITMENTS AND CONTINGENCIES (Notes 4 and 5) PARTNERS' EQUITY (DEFICIENCY): General partners (360,583) (352,267) Limited partners (578,808) 244,489 ----------- ----------- (939,391) (107,778) ----------- ----------- TOTAL LIABILITIES AND PARTNERS' EQUITY $ 3,002,537 $ 3,738,452 =========== ===========
The accompanying notes are an integral part of these consolidated financial statements. 1 REAL ESTATE ASSOCIATES LIMITED VI (A CALIFORNIA LIMITED PARTNERSHIP) CONSOLIDATED STATEMENTS OF OPERATIONS NINE AND THREE MONTHS ENDED SEPTEMBER 30, 2001 AND 2000 (Unaudited)
Nine months Three months Nine months Three months ended ended ended ended Sept 30, 2001 Sept 30, 2001 Sept 30, 2000 Sept 30, 2000 ------------- ------------- ------------- ------------- REVENUE: Interest income $ 89,900 $ 25,387 $ 135,342 53,720 ---------- ---------- ---------- ---------- Operating expenses: Management fees - general partner (Note 4) 154,826 51,609 154,825 51,875 General and administrative (Note 4) 201,627 122,284 161,718 30,482 Interest (Note 3) 102,600 34,200 102,600 34,200 ---------- ---------- ---------- ---------- 459,053 208,093 419,143 116,557 ---------- ---------- ---------- ---------- LOSS FROM OPERATIONS (369,153) (182,706) (283,801) (62,837) ---------- ---------- ---------- ---------- EQUITY IN INCOME (LOSS) OF LIMITED PARTNERSHIPS AND AMORTIZATION OF ACQUISITION COSTS (Note 2) (471,724) (145,311) 36,000 12,000 DISTRIBUTIONS FROM LIMITED PARTNERSHIPS RECOGNIZED AS INCOME (Note 2) 9,264 -- 14,777 -- ---------- ---------- ---------- ---------- NET LOSS $ (831,613) $ (328,017) $ (233,024) $ (50,837) ========== ========== ========== ========== NET LOSS PER LIMITED PARTNERSHIP INTEREST (Note 1) $ (49) $ (19) $ (14) $ (3) ========== ========== ========== ==========
The accompanying notes are an integral part of these consolidated financial statements. 2 REAL ESTATE ASSOCIATES LIMITED VI (A CALIFORNIA LIMITED PARTNERSHIP) CONSOLIDATED STATEMENT OF PARTNERS' EQUITY (DEFICIENCY) NINE MONTHS ENDED SEPTEMBER 30, 2001 (Unaudited)
General Limited Partners Partners Total --------- --------- --------- PARTNERSHIP INTERESTS 16,810 ========= DEFICIENCY, January 1, 2001 $(352,267) $ 244,489 $(107,778) Net loss for the nine months ended September 30, 2001 (8,316) (823,297) (831,613) --------- --------- --------- DEFICIENCY, September 30, 2001 $(360,583) $(578,808) $(939,391) ========= ========= =========
The accompanying notes are an integral part of these consolidated financial statements. 3 REAL ESTATE ASSOCIATES LIMITED VI (A CALIFORNIA LIMITED PARTNERSHIP) CONSOLIDATED STATEMENTS OF CASH FLOWS NINE MONTHS ENDED SEPTEMBER 30, 2001 AND 2000 (Unaudited)
2001 2000 ----------- ----------- CASH FLOWS FROM OPERATING ACTIVITIES: Net loss $ (831,613) $ (233,024) Adjustments to reconcile net loss to net cash (used in) provided by operating activities: Equity in loss (income) of limited partnerships and amortization of acquisition costs 471,724 (36,000) Decrease in other assets -- 239,770 Increase in accrued interest payable 102,599 87,466 Increase in accounts payable (6,901) 6,032 ----------- ----------- Net cash (used in) provided by operating activities (264,191) 64,244 ----------- ----------- CASH FLOWS FROM INVESTING ACTIVITIES: Capital contribution -- (120,411) Distributions from limited partnerships recognized as a return of capital 40,441 14,680 Advances to limited partnerships (506,831) -- ----------- ----------- Net cash used in investing activities (466,390) (105,731) ----------- ----------- NET DECREASE IN CASH AND CASH EQUIVALENTS (730,581) (41,487) CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 3,197,380 3,312,395 ----------- ----------- CASH AND CASH EQUIVALENTS, END OF PERIOD $ 2,466,799 $ 3,270,908 =========== ===========
The accompanying notes are an integral part of these consolidated financial statements. 4 REAL ESTATE ASSOCIATES LIMITED VI (A CALIFORNIA LIMITED PARTNERSHIP) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 2001 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, 2000 prepared by Real Estate Associates Limited VI and Subsidiaries (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 September 30, 2001 and the results of operations and changes in cash flows for the six and three months then ended. The general partners have a 1 percent interest in profits and losses of the Partnership. The limited partners have the remaining 99 percent interest which is allocated in proportion to their respective individual investments. National Partnership Investments Corp. (NAPICO) is the managing general partner of the Partnership. Casden Properties Inc. owns a 95.25% economic interest in NAPICO, with the balance owned by Casden Investment Corporation ("CIC"). CIC, which is wholly owned by Alan I. Casden, owns 95% of the voting common stock of NAPICO. BASIS OF PRESENTATION The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America. RECENT ACCOUNTING PRONOUNCEMENTS In July 2001, the Financial Accounting Standards Board issued SFAS No. 141, "Business Combinations" and SFAS No. 142, "Goodwill and Other Intangible Assets." SFAS No. 141 was effective immediately and SFAS 142 will be effective January 2002. The new standards are not expected to have a significant impact on the Partnership's financial statements. 5 REAL ESTATE ASSOCIATES LIMITED VI (A CALIFORNIA LIMITED PARTNERSHIP) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) SEPTEMBER 30, 2001 NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) USE OF ESTIMATES The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. PRINCIPLES OF CONSOLIDATION The consolidated financial statements include the accounts of Real Estate Associates Limited VI and its majority-owned general partnership. 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 and are being amortized on a straight line basis over the estimated lives of the underlying assets, which is generally 30 years. CASH AND CASH EQUIVALENTS Cash and cash equivalents consist of unrestricted cash and bank certificates of deposit with maturities of three months or less. The Partnership has its cash and cash equivalents on deposit with high credit quality financial institutions. Such cash and cash equivalents are in excess of the FDIC insurance limit. NET LOSS PER LIMITED PARTNERSHIP INTEREST Net loss per limited partnership interest was computed by dividing the limited partners' share of net loss by the number of limited partnership interests outstanding during the period. The number of limited partnership interests was 16,810 for the periods presented. 6 REAL ESTATE ASSOCIATES LIMITED VI (A CALIFORNIA LIMITED PARTNERSHIP) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) SEPTEMBER 30, 2001 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. IMPAIRMENT OF LONG-LIVED ASSETS The Partnership reviews long-lived assets to determine if there has been any permanent impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. If the sum of the expected future cash flows is less than the carrying amount of the assets, the Partnership recognizes an impairment loss. NOTE 2 - INVESTMENTS IN LIMITED PARTNERSHIPS The Partnership holds limited partnership interests in 20 limited partnerships as of September 30, 2001. In addition, the Partnership holds a general partner interest in REA III, which in turn, holds limited partner interests in 3 additional limited partnerships. In total, therefore, the Partnership holds interests, either directly or indirectly through REA III, in 23 partnerships, located in 13 different states, which owned as of September 30, 2001, residential low income rental projects consisting of 1,369 apartment units. The mortgage loans of these projects are payable to or insured by various governmental agencies. The Partnership, as a limited partner, is entitled to between 90 percent and 99 percent of the profits and losses of the limited partnerships it has invested in directly. The Partnership is also entitled to 99.9 percent of the profits and losses of REA III. REA III holds a 99 percent interest in each of the limited partnerships in which it has invested. Equity in losses of unconsolidated limited partnerships 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. The cumulative amount of the unrecognized equity in losses of unconsolidated limited partnerships was in the aggregate approximately $11,220,000 and $11,357,000 as of September 30, 2001 and December 31, 2000, respectively. 7 REAL ESTATE ASSOCIATES LIMITED VI (A CALIFORNIA LIMITED PARTNERSHIP) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) SEPTEMBER 30, 2001 NOTE 2 - INVESTMENTS IN LIMITED PARTNERSHIP (CONTINUED) 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 for the nine months ended September 30, 2001: Balance, beginning of period $ 541,072 Equity in loss of limited partnerships (466,990) Amortization of acquisition costs (4,734) Advances to limited partnerships 506,831 Distribution recognized as a return of capital (40,441) --------- Balance, end of period $ 535,738 =========
The following are unaudited combined estimated statements of operations for the nine and three months ended September 30, 2001 and 2000 of the unconsolidated limited partnerships in which the Partnership has investments:
Nine months Three months Nine months Three months ended ended ended ended Sept. 30, 2001 Sept. 30, 2001 Sept. 30, 2000 Sept. 30, 2000 -------------- -------------- -------------- -------------- REVENUES: Rental and other $ 7,422,000 $ 2,474,000 $ 7,446,000 $ 2,482,000 ----------- ----------- ----------- ----------- EXPENSES: Depreciation 1,209,000 403,000 1,202,000 401,000 Interest 1,941,000 647,000 2,006,000 669,000 Operating expenses 4,602,000 1,534,000 4,558,000 1,519,000 ----------- ----------- ----------- ----------- Total expenses 7,752,000 2,584,000 7,766,000 2,589,000 ----------- ----------- ----------- ----------- Net loss $ (330,000) $ (110,000) $ (320,000) $ (107,000) =========== =========== =========== ===========
8 REAL ESTATE ASSOCIATES LIMITED VI (A CALIFORNIA LIMITED PARTNERSHIP) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) SEPTEMBER 30, 2001 NOTE 2 - INVESTMENTS IN LIMITED PARTNERSHIP (CONTINUED) NAPICO, or one of its affiliates, is the general partner and property management agent for certain of the limited partnerships included above. The Local Partnerships pay the affiliate property management fees in the amount of 5 percent of their gross rental revenues and data processing fees. The amounts paid were approximately $86,195 for the nine months ended September 30, 2001. Under recently adopted law and policy, the United States Department of Housing and Urban Development ("HUD") has determined not to renew the Housing Assistance Payment ("HAP") Contracts on a long term basis on the existing terms. In connection with renewals of the HAP Contracts under such new law and policy, the amount of rental assistance payments under renewed HAP Contracts will be based on market rentals instead of above market rentals, which may be the case under existing HAP Contracts. The payments under the renewed HAP Contracts may not be in an amount that would provide sufficient cash flow to permit owners of properties subject to HAP Contracts to meet the debt service requirements of existing loans insured by the Federal Housing Administration of HUD ("FHA") unless such mortgage loans are restructured. In order to address the reduction in payments under HAP Contracts as a result of this new policy, the Multi-family Assisted Housing Reform and Affordability Act of 1997 ("MAHRAA"), which was adopted in October 1997, provides for the restructuring of mortgage loans insured by the FHA with respect to properties subject to the Section 8 program. Under MAHRAA, an FHA-insured mortgage loan can be restructured into a first mortgage loan which will be amortized on a current basis and a low interest second mortgage loan payable to FHA which will only be payable on maturity of the first mortgage loan. This restructuring results in a reduction in annual debt service payable by the owner of the FHA-insured mortgage loan and is expected to result in an insurance payment from FHA to the holder of the FHA-insured loan due to the reduction in the principal amount. MAHRAA also phases out project-based subsidies on selected properties serving families not located in rental markets with limited supply, converting such subsidies to a tenant-based subsidy. When the HAP Contracts are subject to renewal, there can be no assurance that the local limited partnerships in which the Partnership has an investment will be permitted to restructure its mortgage indebtedness under MAHRAA. In addition, the economic impact on the Partnership of the combination of the reduced payments under the HAP Contracts and the restructuring of the existing FHA-insured mortgage loans under MAHRAA is uncertain. 9 REAL ESTATE ASSOCIATES LIMITED VI (A CALIFORNIA LIMITED PARTNERSHIP) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) SEPTEMBER 30, 2001 NOTE 2 - INVESTMENTS IN LIMITED PARTNERSHIP (CONTINUED) On December 30, 1998, after obtaining the consent of the limited partners, the Partnership sold its limited partnership interests in 10 local limited partnerships and its general partner interest in one local general partnership to subsidiaries of Casden Properties Inc. The sale resulted in cash proceeds to the Partnership of $1,397,081 which was collected in 1999. In March 1999, the Partnership made cash distributions of $2,769,110 to the limited partners and $27,971 to the general partners, primarily using proceeds from the sale of the partnership interests. NOTE 3 - 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 $1,440,000 which bear interest at 9.5 percent per annum and have principal maturities ranging from December 1999 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 is due at maturity of the notes. Maturity dates on the notes and related accrued interest payable are as follows:
Year Ending Accrued December 31, Notes Interest ------------ ---------- ---------- 2001 $ 520,000 $ 835,437 2002 2003 2004 2005 750,000 965,147 Thereafter 170,000 366,816 ---------- ---------- $1,440,000 $2,167,400 ========== ==========
10 REAL ESTATE ASSOCIATES LIMITED VI (A CALIFORNIA LIMITED PARTNERSHIP) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) SEPTEMBER 30, 2001 NOTE 3 - NOTES PAYABLE (CONTINUED) Note and related accrued interest payable, aggregating $1,355,437 as of September 30, 2001 became payable in 1999. Management is in the process of attempting to negotiate an extension of the maturity date on the past due note payable. NOTE 4 - 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 NAPICO for an annual management fee of approximately .4 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 $155,000 for the nine months ended September 30, 2001 and 2000. The Partnership reimburses NAPICO for certain expenses. The reimbursement to NAPICO was approximately $18,950 and $16,000 for the nine months ended September 30, 2001 and 2000, respectively, and is included in general and administrative expenses. NOTE 5 - CONTINGENCIES On September 6, 2001, a lawsuit was filed against the Partnership seeking a monetary judgment in the amount of $2,495,465 pursuant to a promissory note issued in connection with the acquisition of Century Plaza Apartments, a 120-unit complex located in Hampton, Virginia. The defendants contend that the note is nonrecourse and intend to contest this action vigorously. In April 2001, a lawsuit was filed against the Partnership by a limited partner. The lawsuit seeks equitable relief for access to the Partnership's books and records and unspecified damages for breach of fiduciary duty. The Partnership has provided the plaintiff access to the requested books and records and the matter is schedule for trial on May 15, 2002. On August 27, 1998, two investors holding an aggregate of eight units of limited partnership interests in Real Estate Associates Limited III (an affiliated partnership in which NAPICO is the managing general partner) and two investors holding an aggregate of five units of limited partnership interest in the Partnership commenced an action in the United States District Court 11 REAL ESTATE ASSOCIATES LIMITED VI (A CALIFORNIA LIMITED PARTNERSHIP) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) SEPTEMBER 30, 2001 NOTE 5 - CONTINGENCIES (CONTINUED) for the Central District of California against the Partnership, NAPICO and certain other affiliated entities. The complaint alleges that the defendants breached their fiduciary duty to the limited partners of certain NAPICO managed partnerships and made materially false and misleading statements in the consent solicitation statements sent to the limited partners of such partnerships relating to approval of the transfer of partnership interests in limited partnerships, owning certain of the properties, to Casden Properties Inc., which was organized by an affiliate of NAPICO. The plaintiffs seek equitable relief, as well as compensatory damages and litigation related costs. On August 4, 1999, one investor holding one unit of limited partnership interest in Housing Programs Limited (another affiliated partnership in which NAPICO is the managing general partner) commenced a virtually identical action in the United States District Court for the Central District of California against the Partnership, NAPICO and certain other affiliated entities. The second action has been subsumed in the first action, which has been certified as a class action. NAPICO, the managing general partner of such partnerships, and the other defendants believe that the plaintiffs' claims are without merit and are contesting the actions vigorously. The managing general partner of the Partnership is involved 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 above claims will not result in any material liability to the Partnership. NOTE 6 - FAIR VALUE OF FINANCIAL INSTRUMENTS Statement of Financial Accounting Standards No. 107, "Disclosure about Fair Value of Financial Instruments," requires disclosure of fair value information about financial instruments, when it is practicable to estimate that value. The notes payable and amounts due for partnership interests are collateralized by the Partnership's investments in investee limited partnerships and are payable only out of cash distributions from the investee partnerships. The operations generated by the property and investee limited partnerships are subject to various government rules, regulations and restrictions which make it impracticable to estimate the fair value of the notes payable and related accrued interest. The carrying amounts of other assets and liabilities reported on the balance sheets that require such disclosure approximate fair value due to their short-term maturity. 12 REAL ESTATE ASSOCIATES LIMITED VI (A CALIFORNIA LIMITED PARTNERSHIP) SEPTEMBER 30, 2001 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 made a distribution to investors in September 30, 2001, previously using proceeds from the disposition of its investments in certain limited partnerships. RESULTS OF OPERATIONS Rental operations consist primarily of rental income and depreciation expense, debt service, and normal operating expenses to maintain the properties. Variances in rental operations from the prior year to the current year relate to the sale of the Drexel Property. 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 .4 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 in accordance with the equity accounting method. 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. 13 REAL ESTATE ASSOCIATES LIMITED VI (A CALIFORNIA LIMITED PARTNERSHIP) SEPTEMBER 30, 2001 ITEM 2. MANAGEMENT'S ANALYSIS AND DISCUSSION OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED) RESULTS OF OPERATIONS (CONTINUED) 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. Available cash is invested in these funds earning interest income as reflected in the statement of operations. These funds can be converted to cash to meet obligations as they arise. Under recently adopted law and policy, the United States Department of Housing and Urban Development ("HUD") has determined not to renew the Housing Assistance Payment ("HAP") Contracts on a long term basis on the existing terms. In connection with renewals of the HAP Contracts under such new law and policy, the amount of rental assistance payments under renewed HAP Contracts will be based on market rentals instead of above market rentals, which may be the case under existing HAP Contracts. The payments under the renewed HAP Contracts may not be in an amount that would provide sufficient cash flow to permit owners of properties subject to HAP Contracts to meet the debt service requirements of existing loans insured by the Federal Housing Administration of HUD ("FHA") unless such mortgage loans are restructured. In order to address the reduction in payments under HAP Contracts as a result of this new policy, the Multi-family Assisted Housing Reform and Affordability Act of 1997 ("MAHRAA"), which was adopted in October 1997, provides for the restructuring of mortgage loans insured by the FHA with respect to properties subject to the Section 8 program. Under MAHRAA, an FHA-insured mortgage loan can be restructured into a first mortgage loan which will be amortized on a current basis and a low interest second mortgage loan payable to FHA which will only be payable on maturity of the first mortgage loan. This restructuring results in a reduction in annual debt service payable by the owner of the FHA-insured mortgage loan and is expected to result in an insurance payment from FHA to the holder of the FHA-insured loan due to the reduction in the principal amount. MAHRAA also phases out project-based subsidies on selected properties serving families not located in rental markets with limited supply, converting such subsidies to a tenant-based subsidy. 14 REAL ESTATE ASSOCIATES LIMITED VI (A CALIFORNIA LIMITED PARTNERSHIP) SEPTEMBER 30, 2001 ITEM 2. MANAGEMENT'S ANALYSIS AND DISCUSSION OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED) RESULTS OF OPERATIONS (CONTINUED) When the HAP Contracts are subject to renewal, there can be no assurance that the local limited partnerships in which the Partnership has an investment will be permitted to restructure its mortgage indebtedness under MAHRAA. In addition, the economic impact on the Partnership of the combination of the reduced payments under the HAP Contracts and the restructuring of the existing FHA-insured mortgage loans under MAHRAA is uncertain. On December 30, 1998, the Partnership sold its limited partnership interests in 10 local limited partnerships and its general partner interest in one local general partnership to subsidiaries of Casden Properties Inc. The sale resulted in cash proceeds to the Partnership of $1,397,081 which was collected subsequent to year-end. In March 1999, the Partnership made cash distributions of $2,769,110 to the limited partners and $27,971 to the general partners, primarily using proceeds from the sale of the partnership interests. Note and related accrued interest payable, aggregating $1,355,437 as of September 30, 2001 became payable in 1999. Management is in the process of attempting to negotiate an extension of the maturity date on the past due note payable. 15 REAL ESTATE ASSOCIATES LIMITED VI (A CALIFORNIA LIMITED PARTNERSHIP) SEPTEMBER 30, 2001 PART II. OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS On September 6, 2001, a lawsuit was filed against the Partnership seeking a monetary judgment in the amount of $2,495,465 pursuant to a promissory note issued in connect with the acquisition of Century Plaza Apartments, a 120-unit complex located in Hampton, Virginia. The defendants contend that the note is nonrecourse and intend to contest this action vigorously. In April 2001, a lawsuit was filed against the Partnership by a limited partner. The lawsuit seeks equitable relief for access to the Partnership's books and records and unspecified damages for breach of fiduciary duty. The Partnership has provided the plaintiff access to the requested books and records and the matter is schedule for trial on May 15, 2002. On August 27, 1998, two investors holding an aggregate of eight units of limited partnership interests in Real Estate Associates Limited III (an affiliated partnership in which NAPICO is the managing general partner) and two investors holding an aggregate of five units of limited partnership interest in the Partnership commenced an action in the United States District Court for the Central District of California against the Partnership, NAPICO and certain other affiliated entities. The complaint alleges that the defendants breached their fiduciary duty to the limited partners of certain NAPICO managed partnerships and made materially false and misleading statements in the consent solicitation statements sent to the limited partners of such partnerships relating to approval of the transfer of partnership interests in limited partnerships, owning certain of the properties, to Casden Properties Inc., which was organized by an affiliate of NAPICO. The plaintiffs seek equitable relief, as well as compensatory damages and litigation related costs. On August 4, 1999, one investor holding one unit of limited partnership interest in Housing Programs Limited (another affiliated partnership in which NAPICO is the managing general partner) commenced a virtually identical action in the United States District Court for the Central District of California against the Partnership, NAPICO and certain other affiliated entities. The second action has been subsumed in the first action, which has been certified as a class action. NAPICO, the managing general partner of such partnerships, and the other defendants believe that the plaintiffs' claims are without merit and are contesting the actions vigorously. The Partnership's managing general partner is involved in various lawsuits. None of these lawsuits are related to the Partnership. 16 REAL ESTATE ASSOCIATES LIMITED VI (A CALIFORNIA LIMITED PARTNERSHIP) SEPTEMBER 30, 2001 ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) No exhibits are required per the provision of item 7 of regulation S-K and no reports on Form 8-K were filed during the quarter ended September 30, 2001. 17 REAL ESTATE ASSOCIATES LIMITED VI (A LIMITED PARTNERSHIP) SEPTEMBER 30, 2001 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 /s/ BRUCE NELSON ---------------------------------------- Bruce Nelson President Date: November 13, 2001 ---------------------------------------- /s/ BRIAN H. SHUMAN ---------------------------------------- Brian H. Shuman Chief Financial Officer Date: November 13, 2001 ---------------------------------------- 18 -----END PRIVACY-ENHANCED MESSAGE-----