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, 2002
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[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from _______________ to _______________
Commission file number 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.)
1521 LOCUST 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
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Securities registered pursuant to Section 12(b) of the Act: NONE
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Securities registered pursuant to Section 12(g) of the Act: 25,461 Units
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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*
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* Securities not quoted in any trading market to Registrant's
knowledge.
Indicate by check mark whether the registrant is an accelerated filer
(as defined in Rule 12b-2 of the Act). Yes No X
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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, 2002, 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. Interests in
three properties have been lost through foreclosure and an interest in
a third property was reduced substantially and subsequently sold. In
2002, an additional property was purchased. 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 is 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, 2002, Registrant owned interests in
five properties, located in Nebraska (one), Virginia (one),
Pennsylvania (two), and Louisiana (one). In total, the properties
contain 17 apartment units, 137 condominium units used as rental
units, and 50,648 square feet ("sf") of commercial/retail space. As
of December 31, 2002, 141 of the apartment and condominium units were
under lease (92%) at monthly rental rates ranging from $111 to $1,630.
In addition, 50,648 sf of commercial/retail space was under lease
(100%) at annual rates ranging from $8.00 to $26.50 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.
Strehlow Terrace Apartments was foreclosed by the
Department of Housing and Urban Development, the guarantor of the
first mortgage, on April 30, 2002.
On June 30, 2002, the Registrant sold its investment in
Saunders Apartments for $25,000. The proceeds of the sale were used
to pay the accrued expenses of the Registrant.
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. Three 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. Two 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, 2002, Registrant owned interests in five
partnerships that each owns one property. A summary description of
each property is given below.
a. Firehouse Square - consists of 31,507 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. 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 $1,849,227 at December 31, 2001) 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 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.
On September 26, 2002, the Firehouse Square first
mortgage was refinanced with a temporary bridge loan and the net
proceeds were used to partially repay the second mortgage on the
property. The principal balance of the first mortgage was increased
to $3,520,000 and the net proceeds were used to reduce the second
mortgage. In exchange for a 20% ownership interest in and a preferred
return from KSA, the second mortgage holder converted the balance of
its outstanding debt to equity and cancelled its loan. The permanent
financing closed January 31, 2003. The new first mortgage bears
interest at 6.75 % and is due March 1, 2013.
The property is managed by BCMI. As of December 31,
2002, 31,507 sf of space were under lease (100%) at annual rates
ranging from $9.12 to $26.50 per sf. The occupancy for the previous
four years was 100% for 2001, 2000, 1999 and 1998. The average annual
rent was $ 7.56 to $ 22.18 for 2001, $7.34 to $21.53 for 2000, and
$7.12 to $20.89 for 1999 and 1998. 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, 2002
are $1,848,832.
The following is a table showing commercial lease
expirations at Firehouse Square for the next five years.
Total annual
Number of Total sf of rental covered % of gross
leases expiring by expiring annual rental
Year expiring leases leases from property
2003 2 9,623 $194,866 34 %
2004 2 4,241 $ 58,975 10 %
2005 2 2,994 $ 67,895 12 %
2006 1 2,574 $ 49,800 9 %
2007 2 6,862 $ 145,304 25 %
For tax purposes, this property has a basis of $4,260,797
and is depreciated using the straight-line method with a useful life
of 39 years. The annual real estate taxes are $40,943. 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 3,000
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 bore interest at 9.16%, with interest
adjusting every three years based on the three-year Treasury Bill rate
plus 250 basis points, was payable in semi-annual installments of
principal and interest of $4,856 and was due in November 2001. The
third note payable of $370,000 (principal balance of $313,808 at
December 31, 2002) 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, 2002, 11 of the units were leased
(65%) at monthly rents of $111 to $535 and 3,000 sf of commercial
space (100%) was leased at annual rents ranging from $3.00 to $8.00
per sf. All residential leases are renewable, one-year leases. The
occupancy for the residential units for the previous four years was
71% for 2001, 80% for 2000, 80% for 1999 and 82% for 1998. The
monthly rental range has been approximately the same since 1998. The
commercial space has been 100% occupied since 1998. The range for
annual rents has been $3.00 to $8.00 for 2001 and 2000 and $3.13 to
$5.00 per sf for 1999 and 1998. There is one tenant who occupies ten
percent or more of the rentable square footage. It principally
functions as a tax counseling provider. All commercial leases are
operating leases and the minimum future rentals on the noncancelable
leases as of December 31, 2002 are $4,800.
The following is a table showing commercial lease
expirations at Roseland for the next five years:
Total annual
Number of Total sf of rental covered
leases expiring by expiring % of gross
Year expiring leases leases annual rental
2003 1 600 $4,800 7%
2004 0 0 0 0
2005 0 0 0 0
2006 0 0 0 0
2007 0 0 0 0
For tax purposes, this property has a basis of $1,729,289
and is depreciated using the straight-line method with a useful life
of 27.5 years. The annual real estate taxes are $1,314. It is the
opinion of the management of the Registrant that the property is
adequately covered by insurance.
c. Mater Dolorosa Apartments - consists of 66 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,
2002 of $446,261).
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, 2001, 64 of the units were rented (97%) at monthly
rents of $533 to $629. All leases are renewable, one-year leases.
The occupancy for the previous four years was 100% for 2001 and 2000
and 97% for 1999 and 1998. The monthly rental range has been
approximately the same since 1998. For tax purposes, this property
has a basis of $3,178,476 and is depreciated using the straight-line
method with a useful life of 27.5 years. The annual real estate taxes
are $5,531. 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. Canal House - consists of 71 residential condominium
units and 8,341sf 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) note (principal balance of
$1,520,117 at December 31, 2002). 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 whereby the maturity of the loan was extended to December 2004 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, 2002, 66
of the residential units were under lease (93%) at monthly rents of
$750 to $1,630, and 8,341 sf of commercial space was under lease
(100%) at annual rents ranging from $16.23 to $26.12 per sf. All
residential leases are renewable, one-year leases. The occupancy for
the residential units for the previous four years was 97% for 2001,
96% for 2000, 93% for 1999 and 92% for 1998. The monthly rental range
has been approximately the same since 1998. The occupancy for the
commercial space was 88% for 2001, 100% for 2000, 1999, and 1998. The
range for annual rents was $22.80 to $26.87 for 2001, $22.47 to $23.22
for 2000, $7.12 to $20.89 for 1999 and $19.00 to $24.14 per sf for
1998. There are four tenants who each occupy ten percent or more of
the rentable square footage. They operate principally as a bank, a
furniture store and two restaurants. All leases are operating leases
and the minimum future rentals on the noncancelable leases as of
December 31, 2002 are $146,223.
The following is a table showing commercial lease
expirations at Canal House for the next five years.
Total annual
Number of Total sf of rental covered
leases expiring by expiring % of gross
Year expiring leases leases annual rental
2003 3 1,885 $39,000 21 %
2004 0 0 0 0 %
2005 1 2,426 $55,313 10 %
2006 0 0 0 0 %
2007 0 0 0 0 %
For tax purposes, this property has a basis of $9,808,472
and is depreciated using the straight-line method with a useful life
of 27.5 years. The annual real estate taxes are $94,210. It is the
opinion of the management of the Registrant that the property is
adequately covered by insurance.
e. 4258 Main Street - consists of 10,200 sf of commercial
space located at 4258-4264 Main Street, Manayunk, Pennsylvania. The
property is contiguous to Canal House. In October 2002, Registrant
was admitted to 4258 Main Street Associates LP, a Pennsylvania limited
partnership, with a 99% general partner interest. The 1% limited
partnership interest is also controlled by Registrant; it is held by a
Pennsylvania limited liability corporation whose stock is owned by
Registrant. The purchase was closed with 100% of the proceeds from a
first mortgage of $1,410,000 on the property.
The property is managed by BCMI. As of December 31, 2002,
10,200 sf of space were under lease (100%) at annual rates ranging
from $9.84 to $14.82 per sf. There are two tenants who each occupy
ten percent or more of the rentable square footage. They operate
principally as a restaurant and a billiards hall. All leases are
operating leases and the minimum future rentals on the non-cancelable
leases as of December 31, 2002 are $377,784.
Total annual
Number of Total sf of rental covered
leases expiring by expiring % of gross
Year expiring leases leases annual rental
2003 0 0 0 0 %
2004 1 4,100 $62,136 51 %
2005 0 0 0 0 %
2006 0 0 0 0 %
2007 0 0 0 0 %
Item 3. Legal Proceedings
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 147 units were sold or exchanged of
record in 2002.
b. As of December 31, 2002, there were 2,827 record holders
of Units.
c. Registrant did not declare any cash dividends in 2002 or
2001.
Item 6. Selected Financial Data
The following selected financial data are for the five years
ended December 31, 2002. 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.
2002 2001 2000 1999 1998
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Rental income $ 2,301,046 $ 2,434,782 $ 2,445,698 $ 2,373,232 $ 2,295,927
Interest income 4,298 4,681 6,966 3,677 2,783
Net loss 170,867 1,395,838 1,338,104 1,650,894 2,447,292
Net loss per Unit 6.64 54.27 52.03 64.19 95.16
Total assets (net
of depreciation
and
amortization) 12,960,214 15,571,065 16,646,793 17,740,808 18,878,736
Debt obligations 11,559,933 16,616,789 16,857,962 17,077,741 17,161,190
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, 2002, Registrant had unrestricted cash of
$52,278. 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, 2002, Registrant had restricted cash
of $275,856 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 three 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 one of the properties where the
mortgage is a cash-flow mortgage, 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).
Strehlow Terrace Apartments was foreclosed by the
Department of Housing
and Urban Development, the guarantor of the first mortgage, on April
30, 2002.
On June 30, 2002, the Registrant's investment in
Saunders Apartments was sold for $25,000. The proceeds of the sale
were used to pay the accrued expenses of the Registrant.
(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 2002, Registrant incurred a net loss of $170,867
($6.64 per limited partnership unit) compared to a net loss of
$1,395,838 ($54.27 per limited partnership unit) in 2001 and a net
loss of $1,338,104 ($52.03 per limited partnership unit) in 2000.
Included in the net loss for 2002 is a gain of $84,113 on the sale of
the investment in Saunders Apartments and an extraordinary gain of
$1,067,620 on the foreclosure of Strehlow Terrace Apartments.
Rental income decreased from $2,445,698 in 2000 to
$2,434,782 in 2001 and $2,301,046 in 2002. The decrease from 2001 to
2002 is due to the foreclosure of Strehlow partially offset by an
increase in occupancy and average rental rates at Canal House and
Firehouse Square and the addition of 4258 Main Street to the
portfolio. The decrease from 2000 to 2001 is due to a decrease in
average occupancy at Strehlow, partially offset by an increase in the
average rental rates at Canal House and Firehouse Square.
Rental operations expense increased from $1,192,754 in
2000 to $1,247,800 in 2001 and decreased to $1,123,519 in 2002. The
decrease from 2001 to 2002 is due to the foreclosure of Strehlow
partially offset by increases in insurance expense at Canal House,
4258 Main Street, Firehouse Square and Mater Dolorosa. The increase
from 2000 to 2001 is due to an increase in maintenance expense at
Canal House, Mater Dolorosa and Roseland, an increase in utilities
expense at Strehlow and Roseland, and an increase in insurance expense
at Canal House and Mater Dolorosa.
Interest expense decreased from $1,398,919 in 2000 to
$1,397,720 in 2001 and increased to $1,539,717 in 2002. The increase
from 2001 to 2002 is due to a prepayment penalty incurred upon the
refinance of the first mortgage at Firehouse Square. The decrease
from 2000 to 2001 is due to a decrease in the principal balance on
which interest is calculated.
Depreciation and amortization expense increased from
$1,178,867 in 2000 to $1,190,197 in 2001 and decreased to 1,020,938 in
2002. The decrease from 2001 to 2002 is due to the foreclosure of
Strehlow.
In 2002, income of $5,000 was recognized at Registrant's
properties compared to losses of $ 1,293,000 in 2001 and $ 1,227,000
in 2000. . Included in the income for 2002 is a gain of $84,113 on
the sale of the investment in Saunders Apartments and an
extraordinary gain of $1,067,620 on the foreclosure of Strehlow
Terrace Apartments. A discussion of property operations/activities
follows:
In 2002, Registrant incurred a loss of $102,000 at
Roseland, including $70,000 of depreciation and amortization expense,
compared to a loss of $86,000, including $69,000 of depreciation and
amortization expense, in 2001 and a loss of $79,000, including $70,000
of depreciation an amortization expense, in 2000. 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 loss from 2001
to 2002 is due to a decrease in occupancy. The increase in loss from
2000 to 2001 is due to an increase in utilities expense and
maintenance expense. The increase in utilities expense is due to an
increase in electricity expense and the increase in maintenance
expense is due to an increase in apartment preparation expenses.
In 2002, Registrant incurred a loss of $841,000 at
Firehouse Square, including $341,000 of depreciation and amortization
expense, compared to a loss of $460,000, including $276,000 of
depreciation and amortization expense, in 2001 and a loss of $499,000,
including $268,000 of depreciation and amortization expense, in 2000.
The increase in loss from 2001 to 2002 is due to increases in interest
expense and insurance expense. The increase in interest expense is due
to a prepayment penalty incurred upon the refinance of the first
mortgage. The decrease in loss from 2000 to 2001 is due to an
increase in rental income, partially offset by an increase in
depreciation and interest expense. The increase in rental income is
due to an increase in average rental rates.
In 2002, Registrant recognized income of $13,000 at Mater
Dolorosa, including $126,000 of depreciation and amortization expense,
compared to income of $16,000, including $126,000 of depreciation and
amortization expense, in 2001 and income of $21,000, including
$126,000 of depreciation and amortization expense, in 2000. 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 decrease in income from 2001 to
2002 is due to a decrease in rental income partially offset by a
decrease in maintenance expense. The decrease in rental income is due
to a decrease in occupancy. The decrease in maintenance is due to a
decrease in repairs expense. The decrease in income from 2000 to 2001
is due to an increase in insurance expense and maintenance expense.
The increase in maintenance expense is due to an increase in repairs
expense.
In 2002, Registrant recognized income of $1,282,000 at
Strehlow Terrace Apartments, including $0 of depreciation and
amortization expense, compared to a loss of $449,000, including
$242,000 of depreciation and amortization expense, in 2001 and a loss
of $325,000, including $240,000 of depreciation and amortization
expense, in 2000. Included in income for 2002 is an extraordinary
gain on the extinguishment of debt of $1,067,620. 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 income from 2001 to 2002 is due
to an extraodinary gain from the foreclosure of the property. The
increase in loss from 2000 to 2001 is due to an increase in operating
expenses and a decrease in rental income. The decrease in rental
income is due to a decrease in average occupancy and the increase in
operating expense is due to an increase in utilities expense and
management fees.
Strehlow Terrace Apartments was foreclosed by the
Department of Housing and Urban Development, the guarantor of the
first mortgage, on April 30, 2002.
In 2002, Registrant incurred a loss of $323,000 at Canal
House, including $403,000 of depreciation and amortization expense
compared to a loss of $314,000 including depreciation and amortization
expense of $400,000 in 2001 and a loss of $344,000 including
depreciation and amortization expense of $396,000 in 2000. The
increase in loss from 2001 to 2002 is due to an increase in operating
expenses partially offset by an increase in rental income. The
increase in operating expenses is due to increases in insurance,
maintenance and advertising expenses. The increase in rental income
is due to an increase in commercial occupancy. The decrease in loss
from 2000 to 2001 is due to an increase in rental income, partially
offset by an increase in operating expense. The increase in rental
income is due to an increase in average rental rates and the increase
in operating expense is due to an increase in commissions expense and
real estate tax expense.
In 2002, Registrant incurred a loss of $24,000 at 4258
Main Street, including $21,000 of depreciation and amortization
expense. The registrant purchased the property on October 1, 2002.
Summary of Equity Method Investments
In 2002, Registrant recognized income of $84,000 at
Saunders Apartments compared to a loss of $11,000 in 2001 and a loss
of $20,000 in 2000. The increase in income from 2001 to 2002 is due
to the sale of the Registrant's interest in the property. The
decrease in loss from 2000 to 2001 is due to an increase in rental
income and a decrease in maintenance expense. The increase in rental
income is due to an increase in occupancy and the decrease in
maintenance expense is due to a decrease in apartment preparation
expenses and repairs expense.
On June 30, 2002, the Registrant sold its investment in
Saunders Apartments for $25,000. The proceeds of the sale were used
to pay the accrued expenses of the partnership.
Item 7A. Quantitative and Qualitative Disclosures
About Market Risk
All of our assets and liabilities are denominated in U.S.
dollars, and as a result, we do not have exposure to currency exchange
risks.
We do not engage in any interest rate, foreign currency
exchange rate or commodity price-hedging transactions, and as a
result, we do not have exposure to derivatives risk.
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.
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, 2002 and 2001 and the related
statements of operations, changes in partners' equity and cash flows
for the years ended December 31, 2002, 2001 and 2000. 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 $3,344,968 and $3,336,607
as of December 31, 2001 and 2000 and total revenues of $262,574 and
$364,615, respectively, for the years then ended. In addition, we did
not audit the financial statements of Mater Dolorosa General
Partnership which reflect assets of $1,385,658 and $1,509,658 as of
December 31, 2002 and 2002 and total revenues of $404,964 and
$426,567, respectively, for the years then ended. The statements of
Mater Dolorosa were audited by other auditors whose report has been
furnished to us, and our opinion, insofar as it relates to the amounts
included for Mater Dolorosa General Partnership, is based solely on
the report of the other auditors.
We conducted our audit in accordance with auditing standards generally
accepted in the United States of America. 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, 2002 and 2001,
and the results of operations and cash flows for the years ended
December 31, 2002, 2001 and 2000 in conformity with accounting
principles generally accepted in the United States of America.
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 33 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
June 10, 2004
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, 2002 and 2001 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 auditing standards
generally accepted in the United States of America. 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, 2002 and 2001, and the
results of its operations and its cash flows for the years then ended
in conformity with accounting principles generally accepted in the
United States of America.
Pailet, Meunier and LeBlanc, L.L.P.
Metairie, Louisiana
January 28, 2003
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, 2002 and 2001 17
Consolidated Statements of Operations for the Years
Ended December 31, 2002, 2001, and 2000 18
Consolidated Statements of Changes in Partners' Equity
for the Years Ended December 31, 2002, 2001,and 2000 19
Consolidated Statements of Cash Flows for the Years
Ended December 31, 2002, 2001, and 2000 20
Notes to consolidated financial statements 21-28
Financial statement schedules:
Schedule XI - Real Estate and Accumulated Depreciation 30
Notes to Schedule XI 31
All other schedules are omitted because they are not applicable or the
required information is shown in the consolidated financial statements
or notes thereto.
DIVERSIFIED HISTORIC INVESTORS VI
(a limited partnership)
CONSOLIDATED BALANCE SHEETS
---------------------------
December 31, 2002 and 2001
Assets
2002 2001
---- ----
Rental properties at cost:
Land $ 1,086,228 $ 950,238
Buildings and improvements 22,116,796 27,280,952
Furniture and fixtures 1,009,816 970,440
----------- -----------
24,212,840 29,201,630
Less - accumulated depreciation (12,108,643) (14,365,627)
----------- -----------
12,104,197 14,836,003
Cash and cash equivalents 52,278 38,973
Restricted cash 276,856 305,995
Accounts receivable 66,929 54,382
Investment in affiliate 0 (59,113)
Other assets (net of accumulated
amortization of $768,380 and $819,993) 459,954 394,825
----------- -----------
Total $12,960,214 $15,571,065
=========== ===========
Liabilities and Partners' Equity
Liabilities:
Debt obligations $11,559,934 $16,616,789
Accounts payable:
Trade 1,383,672 1,423,037
Taxes 8,114 21,780
Related parties 446,907 481,605
Other 65,113 28,717
Interest payable 992,358 2,022,602
Tenant security deposits 159,235 134,443
Advances 0 35,720
----------- -----------
Total liabilities 14,615,333 20,764,693
Minority interest 3,709,376 0
Partners' deficit (5,364,495) (5,193,628)
----------- -----------
Total $12,960,214 $15,571,065
=========== ===========
The accompanying notes are an integral part of these financial statements.
DIVERSIFIED HISTORIC INVESTORS VI
(a limited partnership)
CONSOLIDATED STATEMENTS OF OPERATIONS
-------------------------------------
For the years ended December 31, 2002, 2001 and 2000
2002 2001 2000
---- ---- ----
Revenues:
Rental income $2,301,046 $2,434,782 $2,445,698
Other income 15,928 11,523 0
Interest income 4,298 4,681 6,966
Gain on sale of investement 84,113 0 0
---------- ---------- ----------
Total revenues 2,405,385 2,450,986 2,452,664
---------- ---------- ----------
Costs and expenses:
Rental operations 1,123,519 1,247,800 1,192,754
General and administrative 1,152 0 0
Interest 1,539,717 1,397,720 1,398,919
Bad debt 3,250 0 0
Depreciation and amortization 1,020,938 1,190,197 1,178,867
---------- ---------- ----------
Total costs and expenses 3,688,576 3,835,717 3,770,540
---------- ---------- ----------
Loss before minority interest
and equity in affiliate (1,283,191) (1,384,731) (1,317,876)
Minority interest 44,704 0 0
Equity in net loss of affiliate 0 (11,107) (20,228)
---------- ---------- ----------
Net loss before
extraordinary item (1,238,487) (1,395,838) (1,338,104)
Extraordinary gain on
extinguishment of debt 1,067,620 0 0
---------- ---------- ----------
Net loss ($ 170,867) ($1,395,838) ($1,338,104)
========== ========== ==========
Net loss per limited
partnership unit:
Loss before minority interest
and equity in affiliate ($ 49.89) ($ 53.84) ($ 51.24)
Minority Interest 1.74 0.00 0.00
Equity in net loss of affiliate 0.00 (0.43) (0.79)
Extraordinary gain 41.51 0.00 0.00
---------- ---------- ----------
Net loss ($ 6.64) ($ 54.27) ($ 52.03)
========== ========== ==========
The accompanying notes are an integral part of these financial statements.
DIVERSIFIED HISTORIC INVESTORS VI
(a limited partnership)
CONSOLIDATED STATEMENT OF CHANGES IN PARTNERS' EQUITY
-----------------------------------------------------
For the years ended December 31, 2002, 2001 and 2000
Dover
Historic Limited
Advisors Partners
VI (1) (2) Total
-------- -------- -----
Percentage participation in
profit or loss 1% 99% 100%
== === ====
Balance at December 31, 1999 ($235,256) ($2,224,430) ($2,459,686)
Net loss (13,381) (1,324,723) (1,338,104)
-------- ---------- ----------
Balance at December 31, 2000 (248,637) (3,549,153) (3,797,790)
Net loss (13,958) (1,381,880) (1,395,838)
-------- ---------- ----------
Balance at December 31, 2001 (262,595) (4,931,033) (5,193,628)
Net loss (1,709) (169,158) (170,867)
-------- ---------- ----------
Balance at December 31, 2002 ($264,304) ($5,100,191) ($5,364,495)
======== ========== ==========
(1) General Partner.
(2) 25,461 limited partnership units outstanding at December 31,
2002, 2001 and 2000.
The accompanying notes are an integral part of these financial statements.
DIVERSIFIED HISTORIC INVESTORS VI
(a limited partnership)
CONSOLIDATED STATEMENTS OF CASH FLOWS
-------------------------------------
For the years ended December 31, 2002, 2001 and 2000
2002 2001 2000
---- ---- ----
Cash flows from operating activities:
Net loss ($ 170,867) ($1,395,838) ($1,338,104)
Adjustments to reconcile net
loss to net cash provided
by operatingactivities:
Depreciation and amortization 1,020,938 1,190,197 1,178,867
Gain on sale of investment (84,113) 0 0
Extraordinary gain on
extinguishment of debt (1,067,620) 0 0
Equity in loss of affiliate 0 11,107 20,228
Minority interest (44,704) 0 0
Changes in assets and liabilities:
Decrease (increase)
in restricted cash 9,945 71,541 (175)
Increase in other assets (236,735) (102,659) (9,447)
Increase (decrease) in accounts
payable - trade 16,116 101,098 (1,237)
Increase in accounts payable - taxes 1,316 1,315 1,668
Increase in accounts payable -
related party 135,176 35,403 29,693
Increase (decrease) in accounts
payable - other 42,042 17,893 (40,283)
(Decrease) increase in interest
payable (429,974) 403,960 443,163
Increase (decrease) in tenant
security deposits 25,691 (34,107) 30,866
(Decrease) increase in advances (34,521) 35,720 0
---------- ---------- ----------
Net cash (used in) provided by
operating activities (817,310) 335,630 315,239
---------- ---------- ----------
Cash flows from investing activities:
Cash proceeds from sale of
Saunders Apartments 25,000 0 0
Capital expenditures (1,440,030) (101,699) (89,844)
---------- ---------- ----------
Net cash used in
investing activities (1,415,030) (101,699) (89,844)
---------- ---------- ----------
Cash flows from financing activities:
Proceeds from debt financing 4,930,000 0 0
Principal payments (2,645,885) (241,173) (219,779)
Distributions to minority interest (38,470) 0 0
---------- ---------- ----------
Net cash provided by (used in)
financing activities 2,245,645 (241,173) (219,779)
---------- ---------- ----------
Increase (decrease) in cash
and cash equivalents 13,305 (7,242) 5,616
Cash and cash equivalents at
beginning of year 38,973 46,215 40,599
---------- ---------- ----------
Cash and cash equivalents
at end of year $ 52,278 $ 38,973 $ 46,215
========== ========== ==========
Supplemental Disclosure of Cash Flow
Information:
Cash paid during the year
for interest $1,539,717 $1,397,720 $1,398,919
The accompanying notes are an integral part of these financial statements.
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 owned 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 2002, 2001 and 2000).
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, 2002 are as follows:
2003 $638,780
2004 552,469
2005 474,160
2006 369,983
2007 342,256
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, one general and one limited partnership
interest in Ventures in 1989 and one general partnership interest in
ventures in October 2002, 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%. This
interest was sold in June 2002.
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 September 2002, the second mortgage lender contributed
its note to capital in exchange for a 20% interest in the property,
decreasing the partnership's ownership to 72%.
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. The guarantor of
the first mortgage foreclosed on this property in April 2002.
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.
In October 2002, 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 10,200 sf of
commercial space. The purchase was closed with 100% of the proceeds
from a first mortgage on the property. The property is contiguous to
the partnership's other location in Manayunk, PA.
NOTE F - DEBT OBLIGATIONS
Debt obligations were as follows: December 31,
2002 2001
---- ----
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% at 313,808 323,279
December 31, 2001 and 2000, 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 446,261 612,116
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%; 0 4,367,913
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 0 1,849,227
in monthly installments of principal and
interest of $21,471; due in November
2008; collateralized by the related
rental property.
Mortgage loan, interest at 6.75%; payable 3,520,000 0
in monthly installments of principal and
interest of $22,831; due in March 2013;
collateralized by the related rental
property.
Note payable, non-interest bearing; due 0 75,000
upon sale of property; collateralized by
related rental property.
Note payable, interest at 10.25%; payable 0 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 0 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 1,520,117 1,520,117
only payable monthly to the extent of net
operating income; due December 2004;
collateralized by related rental
property. (A)
Note payable, interest at 7.22%; payable
in monthly installments of principal and
interest of $27,206; due January 2009; 3,851,241 3,894,084
collateralized by related rental
property.
Note payable, interest at 10.00%; payable
in monthly installments of principal and
interest of $12,374; due October 2004;
collateralized by related rental
property. 1,408,507 0
----------- -----------
$11,559,934 $16,616,789
=========== ===========
Maturities of debt obligation at December 31, 2002 were as follows:
Year ending December 31,
2003 $ 214,513
2004 3,143,137
2005 119,229
2006 309,910
2007 24,524
Thereafter 7,748,621
-----------
$11,559,934
===========
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 $296,638 at December
31, 2002 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 $37,271 at December
31, 2002 owed to the general partner, by two of the Partnership's
Ventures, for additional amounts advanced for working capital needs.
These advances are non-interest bearing and will be paid out of
available cash flow.
NOTE H - INCOME TAX BASIS RECONCILIATION
Certain items enter into the determination of the results of
operations in different time periods for financial reporting ("book")
purposes and for income tax ("tax") purposes. Reconciliations of net
loss and partners' equity follow:
For the years ended December 31,
2002 2001 2000
---- ---- ----
Net loss - book ($ 170,867) ($1,395,838) ($1,338,104)
Excess of tax under
book depreciation 249,017 405,107 283,161
Interest 125,524 114,148 103,804
Excess of book over tax - extra-
ordinary gain on extinguishment
of debt 118,144 0 0
Excess of tax over book -
gain on sale of investment (88,510) 0 0
Minority interest - book (44,704) 0 0
Other timing differences 0 3,492 20,228
Minority interest - tax only (429,376) 95,976 86,705
---------- ---------- ----------
Net loss - tax ($ 240,772) ($ 777,115) ($ 844,206)
========== ========== ==========
Partners' equity - book ($5,364,495) ($5,193,628) ($3,797,789)
Costs of issuance 3,279,930 3,279,930 3,279,930
Cumulative tax under book loss 6,735,293 6,805,198 6,186,474
Investment credit recapture 9,900 9,900 9,900
Rehabilitation credit (251,117) (251,117) (251,117)
---------- ---------- ----------
Partner's equity - tax $4,409,511 $4,650,283 $5,427,398
========== ========== ==========
SUPPLEMENTAL INFORMATION
DIVERSIFIED HISTORIC INVESTORS VI
(a limited partnership)
SCHEDULE XI - REAL ESTATE AND ACCUMULATED DEPRECIATION
------------------------------------------------------
DECEMBER 31, 2002
Cost
Capitalized
Initial Cost Subsequent
to Partnership to
(b) Acquisition
Buildings
and Date Date
Encum- Improve- Improve- of Ac-
Description brances Land ments ments Constr. quired
- ----------- ------- ---- --------- -------- ------- ------
(a) (e) (b) (a)
17 unit
apartments
and 3,000
square
feet of
retail
space in
Omaha, NE $ 823,808 $ 10,000 $ 1,774,986 $ 72,587 1988 7/88
68 unit
apartments
in New
Orleans, LA 446,261 - 2,948,634 471,015 1988 7/88
32,500 square
feet of
commercial
space in
Alexandria,
VA 3,520,000 540,238 5,014,827 1,368,178 1988 12/88
71 unit
apartments
and 8,500
square feet of
commercial
space in
Manayunk, PA 5,371,358 400,000 664,508 9,587,970 1989 2/89
10,200 square
feet of
commercial
space in
Manayunk, PA 1,408,507 135,990 1,223,906 0 N/A 10/02
----------- ---------- ----------- -----------
$11,559,934 $1,086,228 $11,626,861 $11,499,750
=========== ========== =========== ===========
Gross Amount
at which
Carried at
December 31, 2002
Buildings
and Accumu-
Description Improve- Total lated
(a) Land ments (c)(d) Depr.(d)(e)
- ----------- ---- --------- ------- -----------
17 unit
apartments
and 3,000
square
feet of
retail space
in Omaha, NE $ 10,000 $ 1,847,574 $ 1,857,573 $ 987,890
68 unit
apartments
in New
Orleans, LA - 3,419,649 3,419,649 1,860,875
32,500 square
feet of
commercial
space in
Alexandria,
VA 540,238 6,383,005 6,923,243 3,209,767
71 unit
apartments
and 8,500
square feet
of commercial
space in
Manayunk, PA 400,000 10,252,478 10,652,478 5,256,375
10,200 square
feet of
commercial
space in
Manayunk, PA 135,990 1,223,906 1,359,896 12,239
---------- ----------- ----------- -----------
$1,086,228 $23,126,612 $24,212,839 $11,327,146
========== =========== =========== ===========
DIVERSIFIED HISTORIC INVESTORS VI
(a limited partnership)
NOTES TO SCHEDULE XI
--------------------
DECEMBER 31, 2002
(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, 2002, for Federal
income tax purposes was approximately $19,054,515. 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:
2002 2001 2000
---- ---- ----
Balance at beginning of year $29,201,630 $29,099,931 $29,010,088
Additions during this year:
Improvements & purchases 1,440,030 101,699 89,843
Deductions during the year:
Foreclosure of Strehlow (6,428,821) 0 0
----------- ----------- -----------
Balance at end of year $24,212,839 $29,201,630 $29,099,931
=========== =========== ===========
Reconciliation of accumulated depreciation:
2002 2001 2000
---- ---- ----
Balance at beginning of year $14,356,627 $13,234,935 $12,134,403
Depreciation expense for the year 881,247 1,121,692 1,109,532
Foreclosure of Strehlow (3,129,231) 0 0
----------- ----------- -----------
Balance at end of year $12,108,643 $14,356,627 $13,243,935
=========== =========== ===========
(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.
Item 9A. Controls and Procedures
We maintain disclosure controls and procedures that are
designed to ensure that information required to be
disclosed in our Securities Exchange Act of 1934 reports is
recorded, processed, summarized and reported within the time periods
specified in the SEC's rules and forms, and that such information is
accumulated and communicated to our management, including our
managing partner's principal executive officer and principal
financial officer, as appropriate, to allow timely decisions
regarding required disclosure. In designing and evaluating the
disclosure controls and procedures, our management recognized that
any controls and procedures, no matter how well designed and
operated, can provide only reasonable assurance of achieving the
desired control objectives, and our management necessarily was
required to apply its judgment in evaluating the cost-benefit
relationship of possible controls and procedures.
Under the supervision of our managing partner's principal
executive officer and principal financial officer we have carried
out an evaluation of the effectiveness of our adopted
disclosure controls and procedures as of the end of the period covered
by this report. Based upon that evaluation, our managing partner's
president and treasurer concluded that our disclosure controls and
procedures are effective.
There have been no significant changes in our internal
controls over financial reporting that has materially affected, or
is reasonably likely to materially affect, our internal control
over financial reporting during our most recent fiscal quarter.
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 44) 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 36) 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 2002, 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 2002, 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 2002 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 1998 through 2002.
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.
PART IV
Item 15. (A) Exhibits, Financial Statement Schedules and Reports
on Form 8-K.
1. Financial Statements:
a. Consolidated Balance Sheets at December 31, 2002 and 2001.
b. Consolidated Statements of Operations for the Years Ended
December 31, 2002, 2001 and 2000.
c. Consolidated Statements of Changes in Partners' Equity
for the Years Ended December 31, 2002, 2001 and 2000.
d. Consolidated Statements of Cash Flows for the Years
Ended December 31, 2002, 2001 and 2000.
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.
31 General Partners Opinion
Certification
32 Certification Pursuant to 18
U.S.C. Section 1350, As
Adopted Pursuant to Section
906 of the Sarbanes-Oxley
Act of 2002
(b) Reports on Form 8-K:
No reports were filed on Form 8-K during the quarter
ended December 31, 2002.
(c) Exhibits:
See Item 14 (A) (3) above.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934 the registrant has duly caused this
report to be signed on its behalf by the undersigned, thereunto duly
authorized.
Date: September 8, 2004 DIVERSIFIED HISTORIC INVESTORS VI
-----------------
By: Dover Historic Advisors VI, its
general partner
By: EPK, Inc., managing partner
By: /s/ Spencer Wertheimer
----------------------
SPENCER WERTHEIMER
President (principal
executive officer,
principal financial
officer)
Pursuant to the requirements 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.
Date: September 8, 2004 DIVERSIFIED HISTORIC INVESTORS VI
-----------------
By: Dover Historic Advisors VI, its
general partner
By: EPK, Inc., managing partner
By: /s/ Spencer Wertheimer
----------------------
SPENCER WERTHEIMER
President (principal
executive officer,
principal financial
officer)
Exhibit 31
CERTIFICATION
I, Spencer Wertheimer, certify that:
1. I have reviewed this annual report on Form 10-K for the period
ended December 31, 2002 of Diversified Historic Investors VI;
2. Based on my knowledge, this report does not contain any untrue
statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect
to the period covered by this report;
3. Based on my knowledge, the financial statements, and other
financial information included in this report, fairly present in all
material respects the financial condition, results of operations and
cash flows of the registrant as of, and for, the periods presented
in this report;
4. I am responsible for establishing and maintaining disclosure
controls and procedures (as defined in Exchange Act Rules 13a-15(e)
and 15d-15(e)) [Omission in accordance with SEC Release Nos. 33-
8238, 34-47986 and IC-26068 (June 5, 2003)] for the registrant and
have:
(a) Designed such disclosure controls and procedures, or caused
such disclosure controls and procedures to be designed under my
supervision, to ensure that material information relating to the
registrant, including its consolidated subsidiaries, is made
known to me by others within those entities, particularly during
the period in which this report is being prepared;
(b) [Omitted in accordance with SEC Release Nos. 33-8238, 34-
47986 and IC-26068 (June 5, 2003)];
(c) Evaluated the effectiveness of the registrant's disclosure
controls and procedures and presented in this report my
conclusions about the effectiveness of the disclosure controls
and procedures, as of the end of the period covered by this
report based on such evaluation; and
(d) Disclosed in this report any change in the registrant's
internal control over financial reporting that occurred during
the registrant's most recent fiscal quarter (the registrant's
fourth fiscal quarter in the case of an annual report) that has
materially affected, or is reasonably likely to materially
affect, the registrant's internal control over financial
reporting; and
5. I have disclosed, based on my most recent evaluation of internal
control over financial reporting, to the registrant's auditors and
the audit committee of the registrant's board of directors (or
persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the
design or operation of internal control over financial reporting
which are reasonably likely to adversely affect the registrant's
ability to record, process, summarize and report financial
information; and
(b) Any fraud, whether or not material, that involves management
or other employees who have a significant role in the
registrant's internal control over financial reporting.
Date: September 8, 2004 /s/ Spencer Wertheimer
----------------- ----------------------
Name: Spencer Wertheimer
Title: President
(principal executive
officer, principal
financial officer) of the
registrant's managing
partner, EPK, Inc.
Exhibit 32
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report of Diversified Historic
Investors VI on Form 10-K for the period ended December 31, 2002 as
filed with the Securities and Exchange Commission on the date hereof
(the "Report"), I, Spencer Wertheimer, President and Treasurer of the
Company's managing partner, EPK, Inc., certify, pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002, that:
(1) The Report fully complies with the requirements of section 13(a)
or 15(d) of the Securities Exchange Act of 1934, and
(2) The information contained in the Report fairly presents, in all
material respects, the financial condition and results of operations
of the Company.
Date: September 8, 2004 /s/ Spencer Wertheimer
----------------- ----------------------
Name: Spencer Wertheimer
Title: President
(principal executive
officer, principal
financial officer) of the
registrant's managing
partner, EPK, Inc.