UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
[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
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Commission File Number 0-14695
NTS-PROPERTIES VI,
A Maryland Limited Partnership
(Exact name of registrant as specified in its charter)
| 10172 Linn Station Road | |
| 61-1066060 | Louisville, Kentucky 40223 |
| (I.R.S. Employer Identification No.) | (Address of principal executive offices) |
Registrant's telephone number, including area code:(502) 426-4800
Maryland
(State or other jurisdiction of incorporation or organization)
Securities registered pursuant to Section 12(b) of the Act: None
Title of each Class: None
Name of each exchange on which registered: None
Securities registered pursuant to Section 12(g) of the Act:
| Limited partnership interests | None | |
| | | |
| (Title of Class) | (Name of each exchange on which registered) |
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 [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K
(Section 229.405 of this chapter) is not contained herein, and will not be contained, to the best of
the 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.
[X]
Indicate by check mark whether Registrant is an accelerated filer (as defined by Rule 12b-2
of the Securities Exchange Act of 1934).
Yes [ ]
No [X]
State the aggregate market value of the voting and non-voting common equity held by non-
affiliates computed by reference to the price at which the common equity was sold, or the
average bid and asked price of such common equity, as of a specified date within the past 60
days: No aggregate market value can be determined because no established market exists for the
limited partnership interests.
TABLE OF CONTENTS
PART I
| Pages | ||||
| Items 1. and 2. | Business and Properties | 3-14 | ||
| Item 3. | Legal Proceedings | 14-15 | ||
| Item 4. | Submission of Matters to a Vote of Security Holders | 15 |
PART II
| Item 5. | Market for Registrant's Limited Partnership Interests | |||
| and Related Partner Matters | 16 | |||
| Item 6. | Selected Financial Data | 17-18 | ||
| Item 7. | Management's Discussion and Analysis of Financial Condition | |||
| and Results of Operations | 18-27 | |||
| Item 7A. | Quantitative and Qualitative Disclosures About | |||
| Market Risk | 28 | |||
| Item 8. | Financial Statements and Supplementary Data | 29-47 | ||
| Item 9. | Change in and Disagreements with Accountants on | |||
| Accounting and Financial Disclosure | 48 |
PART III
| Item 10. | Directors and Executive Officers of the Registrant | 49-50 | ||
| Item 11. | Management Remuneration and Transactions | 50 | ||
| Item 12. | Security Ownership of Certain Beneficial | |||
| Owners and Management | 51 | |||
| Item 13. | Certain Relationships and Related Transactions | 51-52 | ||
| Item 14. | Controls and Procedures | 52 |
PART IV
| Item 15. | Exhibits, Consolidated Financial Statement Schedules and | |||
| Reports on Form 8-K | 53-58 | |||
| Signatures | 59 | |||
| Certifications | 60-61 |
2
INFORMATION REGARDING FORWARD-LOOKING STATEMENTS
Some of the statements included in this Form 10-K, particularly those included in Part I, Items 1 and 2 - Business and Properties, and Part II, Item 7 - Management's Discussion and Analysis of Financial Condition and Results of Operations ("MD&A"), may be considered "forward-looking statements" because such statements relate to matters which have not yet occurred. For example, phrases such as "we anticipate," "believe" or "expect" indicate that it is possible that the event anticipated, believed or expected may not occur. Should such event not occur, then the result which we expected also may not occur or occur in a different manner, which may be more or less favorable to us. We do not undertake any obligations to publicly release the result of any revisions to these forward-looking statements that may be made to reflect any future events or circumstances.
Any forward-looking statements included in MD&A, or elsewhere in this report, reflect management's best judgment based on known factors and involve risks and uncertainties. Actual results could differ materially from those anticipated in any forward-looking statements as a result of a number of factors, including but not limited to those discussed below. Any forward- looking information provided by us pursuant to the "safe harbor" provisions established by recent securities legislation should be evaluated in the context of these factors. See Part II - Item 7 for Cautionary Statements.
PART I
Items 1 and 2 - Business and Properties
Development of BusinessNTS-Properties VI, a Maryland limited partnership (the "Partnership"), was formed in 1984. The General Partner is NTS-Properties Associates VI, a Kentucky limited partnership (the "General Partner"). The general partners of the General Partner are NTS Capital Corporation and J.D. Nichols. As of December 31, 2002, the Partnership owned the following properties and joint venture interests listed below. As used in this Form 10-K the terms "we," "us" or "our," as the context requires, may refer to the Partnership or its interests in these properties and joint ventures:
3
We or the joint ventures in which we are a partner have a fee title interest in the above properties.
While we believe that our properties are adequately covered by property insurance, there is a risk
that unknown mold and other microbial damage may not be covered by our insurance. Please see
Part II, Item 7 for a discussion of this potential liability. As of December 31, 2002, our properties and joint ventures were encumbered by mortgages as
shown in the table below: Currently, our plans for renovations and other major capital expenditures include tenant finish
improvements at our commercial property as required by lease negotiations, roof replacements at
Willow Lake Apartments and Park Place Apartments Phase I, clubhouse renovations at Willow Lake
Apartments, streets and parking lot resurfacing project at Willow Lake Apartments and intrusion
alarm replacements at Park Place Apartments Phase I. Changes to current tenant finish 4
improvements are a typical part of any lease negotiation. Improvements generally include a revision
to the current floor plan to accommodate a tenant's needs, new carpeting and paint and/or wallcovering.
The extent and cost of the improvements are determined by the size of the space being
leased and whether the improvements are for a new tenant or incurred because of a lease renewal.
The tenant finish improvements will be funded by cash flow from operations, cash reserves, and/or
additional financing. We are presently engaged solely in the business of developing, constructing, owning and operating
residential apartments and commercial real estate. See Part II, Item 8 - Note 9 for information
regarding our operating segments. Narrative Description of Business Our current investment objectives are consistent with our original objectives, which are to provide
cash distributions from the operation or financing of our properties, obtain long-term capital gain
treatment on the sale or refinancing of properties, provide limited partners with deferrals of federal
income taxes, and preserve limited partners' capital. Proceeds of any sale or refinancing of our
properties may be distributed to limited partners, or may be used to repay debt or to make capital
improvements to properties. The properties we currently own, which are described in the following section, are the same as those
we originally acquired. Our properties are in a condition suitable for their intended use. We
periodically evaluate whether to retain, refinance, or sell or otherwise dispose of these properties,
with a view toward meeting the above investment objectives, including the making of distributions.
In deciding whether to sell a property, we will consider factors such as potential capital appreciation,
mortgage pre-payment penalties, market conditions, cash flow and federal income tax
considerations, including possible adverse federal income tax consequences to the limited partners.
Distributions have been suspended to fund current and future capital improvements and debt
repayment. For information on distributions, see Part II, Item 5 of this Form 10-K. In addition, see
"Potential Consolidation" later in this section for a discussion of our potential consolidation with
other affiliated entities. Description of Real Property Apartments at Sabal Park include two and three-bedroom apartments. All apartments have wall-to-
wall carpeting, individually controlled heating and air conditioning, ovens, dishwashers, ranges,
refrigerators, garbage disposals and washer/dryer hook-ups. Tenants have access to and use of the
clubhouse, management offices, swimming pool and tennis courts. 5
Monthly rental rates at Sabal Park Apartments start at $944 for two-bedroom apartments and $1,284
for three-bedroom apartments, with additional monthly rental amounts for special features and
locations. Tenants pay all costs of heating, air conditioning, water, sewer and electricity. Most
leases are for a period of one year. Apartments will be rented in some cases, however, on a shorter
term basis at an additional charge. The occupancy levels at the apartment complex as of December
31 were 96% (2002), 93% (2001), 98% (2000), 99% (1999) and 94% (1998). See Part II, Item 7 for
average occupancy information. Apartments at Park Place Apartments Phase I include one and two-bedroom apartments and two-
bedroom town homes. All apartments have wall-to-wall carpeting, individually controlled heating
and air conditioning, dishwashers, ranges, refrigerators with ice makers, garbage disposals and
microwave ovens. All apartments have access to coin-operated washers and dryers and some
apartments have a washer/dryer hook-up. Amenities include the clubhouse with a party room,
swimming pool, tennis courts, racquetball courts, exercise facility and management offices. The
amenities are shared with Phase II and III of the Park Place Development. Park Place Apartments
Phase II is owned by NTS-Properties VII, Ltd, an affiliate of our General Partner. Park Place
Apartments Phase III is owned by us (see discussion below). The cost to construct and operate the
common amenities is shared proportionately by each phase. Monthly rental rates at Park Place Apartments Phase I start at $649 for one-bedroom apartments,
$909 for two-bedroom apartments and $949 for two-bedroom town homes, with additional monthly
rental amounts for special features and locations. Tenants pay all costs of heating, air conditioning,
water, sewer and electricity. Most leases are for a period of one year. Apartments will be rented in
some cases, however, on a shorter term basis at an additional charge. The occupancy levels at the
apartment complex as of December 31 were 88% (2002), 73% (2001), 72% (2000), 89% (1999) and
80% (1998). See Part II, Item 7 for average occupancy information. Apartments at Park Place Apartments Phase III include one, two and three-bedroom apartments. All
apartments have wall-to-wall carpeting, individually controlled heating and air conditioning,
dishwashers, ranges, refrigerators with ice makers, garbage disposals and microwave ovens. All
apartments have access to coin-operated washers and dryers and some apartments have a
washer/dryer hook-up. Amenities include the clubhouse with a party room, swimming pool, tennis
courts, racquetball courts, exercise facility and management offices. The amenities are shared with
Phase I (see discussion above) and Phase II of the Park Place Development. Park Place Apartments
Phase II is owned by NTS-Properties VII, Ltd, an affiliate of our General Partner. The cost to
construct and operate the common amenities is shared proportionately by each phase. 6
Monthly rental rates at Park Place Apartments Phase III start at $699 for one-bedroom apartments,
$850 for two-bedroom apartments and $1,200 for three-bedroom apartments, with additional
monthly rental amounts for special features and locations. Tenants pay all costs of heating, air
conditioning, water, sewer and electricity. Most leases are for a period of one year. Apartments will
be rented in some cases, however, on a shorter term basis at an additional charge. In May 2000,
construction of Park Place Apartments Phase III was completed and all 152 apartment units were
available for leasing. The occupancy levels at the apartment complex as of December 31 were 97%
(2002), 73% (2001), and 52% (2000). See Part II, Item 7 for average occupancy information. Apartments at Willow Lake Apartments include one and two-bedroom apartments and two-bedroom
town homes. All apartments have wall-to-wall carpeting, individually controlled heating and air
conditioning, dishwashers, ranges, refrigerators with ice makers, garbage disposals and microwave
ovens. All apartments have access to coin-operated washers and dryers and some apartments have
a washer/dryer hook-up. Amenities include the clubhouse with a party room, swimming pool, tennis
courts, racquetball courts, exercise facility and management offices. Monthly rental rates at Willow Lake Apartments start at $835 for one-bedroom apartments, $1,080
for two-bedroom apartments and $1,295 for two-bedroom town homes, with additional monthly
rental amounts for special features and locations. Tenants pay all costs of heating, air conditioning,
water, sewer and electricity. Most leases are for a period of one year. Apartments will be rented in
some cases, however, on a shorter term basis at an additional charge. The occupancy levels at the
apartment complex as of December 31 were 93% (2002), 90% (2001), 83% (2000), 82% (1999) and
81% (1998). See Part II, Item 7 for average occupancy information. Apartments at Golf Brook Apartments include two and three-bedroom apartments. All apartments
have wall-to-wall carpeting, individually controlled heating and air conditioning, dishwashers,
ranges, refrigerators, garbage disposals and washer/dryer hook-ups. Tenants have access to and use
of the clubhouse, management offices, pool and tennis courts. Monthly rental rates at Golf Brook Apartments start at $1,195 for two-bedroom apartments and
$1,435 for three-bedroom apartments, with additional monthly rental amounts for special features
and locations. Tenants pay all costs of heating, air conditioning, water, sewer and electricity. Most
leases are for a period of one year. Apartments will be rented in some cases, however, on a shorter
term basis at an additional charge. The occupancy levels at the apartment complex as of December
31 were 88% (2002), 89% (2001), 87% (2000), 95% (1999) and 96% (1998). See Part II, Item 7 for
average occupancy information. 7
As of December 31, 2002, there were seven tenants leasing space aggregating approximately 31,700
square feet of rentable area at Plainview Point III Office Center. All leases provide for tenants to
contribute toward the payment of common area maintenance expenses, insurance and real estate
taxes. The tenants who occupy Plainview Point III Office Center are professional service oriented
organizations. The principal occupation/profession practiced is insurance claim processing. One
tenant individually leases more than 10% of Plainview Point III's rentable area. The occupancy
levels at the office center as of December 31 were 51% (2002), 54% (2001), 73% (2000), 86%
(1999) and 81% (1998). See Part II, Item 7 for average occupancy information. The following table contains approximate data concerning a major tenant lease in effect on
December 31, 2002: Additional operating data regarding our properties and joint ventures is furnished in the following
table: Depreciation for book purposes is computed using the straight-line method over the estimated useful
lives of the assets which are 5-30 years for land improvements, 30 years for buildings, 5-30 years
for building improvements, 3-30 years for amenities and the applicable lease term for tenant
improvements. The estimated property taxes on all other planned renovations, primarily tenant
improvements, would not be material. 8
Joint Venture Investments On September 1, 1985, we entered into a joint venture agreement with NTS-Properties IV, an
affiliate of our General Partner, to develop, construct, own and operate a 158-unit luxury apartment
complex on a 13.15 acre site in Orlando, Florida known as Golf Brook Apartments Phase I. On
January 1, 1987, the joint venture agreement was amended to include Golf Brook Apartments Phase
II, a 37-unit luxury apartment complex located on a 3.069 acre site adjacent to Golf Brook
Apartments Phase I. The joint venture will continue until dissolved. Dissolution shall occur upon,
but not before, the first to occur of the following: We contributed land and the cost of constructing and leasing the apartments, valued at approximately
$15,800,000. NTS-Properties IV contributed land valued at approximately $1,900,000 with a related
note payable to a bank of approximately $1,200,000. We also contributed funds to retire the note
payable to a bank. No future contributions are anticipated as of December 31, 2002. Golf Brook Apartments is encumbered by a mortgage payable to an insurance company. We had
originally obtained financing, secured by Golf Brook Apartments, to fund a portion of our
contribution to the joint venture. The contribution loan has subsequently been refinanced. The
current mortgage payable of $6,899,113 is recorded as a liability by us. The mortgage payable bears
interest at a fixed rate of 7.57%, is due May 15, 2009 and is secured by the assets of Golf Brook
Apartments. Monthly principal payments are based upon a 12-year amortization schedule. We
believe that at maturity, the mortgage will have been repaid based on the current rate of amortization. The net cash flow for each calendar quarter is distributed to the partners in accordance with their
respective percentage interests. The term "Net Cash Flow" for any period shall mean the excess, if
any of A) the sum of (i) the gross receipts of the joint venture property for such period, other than
capital contributions plus (ii) any funds released by the partners for previously established reserves
(referred to in clause (B) (iv) below), over (B) the sum of (i) all cash operating expenses paid by the
joint venture property during such period in the course of business, (ii) capital expenditures paid in
cash during such period, (iii) payments during such period on account of amortization of the
principal of any debts or liabilities of the joint venture property and (iv) reserves for contingent 9
liabilities and future expenses of the joint venture property as established by the partners; provided,
however, that the amounts referred to in (B) (i), (ii) and (iii) above shall only be taken into account
to the extent not funded by capital contributions or paid out of previously established reserves.
"Percentage Interest" means that percentage which the capital contribution of a partner bears to the
aggregate capital contributions of all the partners. Net income or loss is allocated between the
partners pursuant to the joint venture agreement. On March 1, 1987, we entered into a joint venture agreement with NTS-Properties IV, an affiliate
of our General Partner, to develop, construct, own and operate an office building in Louisville,
Kentucky known as Plainview Point III Office Center. The joint venture will continue until
dissolved. Dissolution shall occur upon, but not before, the first to occur of the following: We contributed approximately $4,100,000, the cost to construct and lease the building. NTS-
Properties IV contributed land valued at $790,000 with an outstanding note payable to a bank of
$550,000 which was secured by the land. We also contributed funds to retire the $550,000 note
payable to the bank. No future contributions are anticipated as of December 31, 2002. Plainview Point III Office Center is encumbered by a mortgage payable to an insurance company.
The current mortgage payable of $3,065,058 is recorded by us as a liability. The mortgage payable
bears interest at a fixed rate of 8.38%, is due December 1, 2010 and is secured by the assets of
Plainview Point III Office Center. Monthly principal payments are based upon a 20-year
amortization schedule. We expect the outstanding balance at maturity to be approximately
$2,243,000. The net cash flow for each calendar quarter is distributed to the partners in accordance with their
respective percentage interests. The term "Net Cash Flow" for any period shall mean the excess, if
any of A) the sum of (i) the gross receipts of the joint venture property for such period, other than
capital contributions plus (ii) any funds released by the partners for previously established reserves
(referred to in clause (B) (iv) below), over (B) the sum of (i) all cash operating expenses paid by the
joint venture property during such period in the course of business, (ii) capital expenditures paid in 10
cash during such period, (iii) payments during such period on account of amortization of the
principal of any debts or liabilities of the joint venture property and (iv) reserves for contingent
liabilities and future expenses of the joint venture property as established by the partners; provided,
however, that the amounts referred to in (B) (i), (ii) and (iii) above shall only be taken into account
to the extent not funded by capital contributions or paid out of previously established reserves.
"Percentage Interest" means that percentage which the capital contribution of a partner bears to the
aggregate capital contributions of all the partners. Net income or loss is allocated between the
partners pursuant to the joint venture agreement. Competition Our properties are subject to competition from similar types of properties (including, in certain areas,
properties owned or managed by affiliates of our General Partner) in the respective vicinities in
which they are located. Such competition is generally for the retention of existing tenants at lease
expiration or for new tenants when vacancies occur. We maintain the suitability and competitiveness
of our properties primarily on the basis of effective rents, amenities and service provided to tenants.
Competition is expected to increase in the future as a result of the construction of additional
properties. As of December 31, 2002, the properties under construction, or scheduled to start
construction in 2003, in the respective vicinities in which our properties are located are as follows:
In the vicinity of Golf Brook Apartments and Sabal Park Apartments, there are three apartment
communities currently under construction, one apartment community slated to start construction in
2003 and one apartment community that could potentially start construction in 2003. Construction
on the first community started in 2002, with completion scheduled for late summer 2003. This
community will have 294 apartments. The construction of the second community began in 2002
with a completion date scheduled for fall 2003. This community will have 200 apartments. The
construction of the third community also started in 2002 but the completion date is unknown at this
time. The community will have 350 apartments. The fourth community was graded in 2002 and
construction is scheduled to begin in 2003. The completion date is unknown at this time. This
community will have 754 apartments. The fifth community is actually a proposed addition to an
existing community of 286 apartments. No construction start date or completion date has been
determined. In the vicinity of Park Place Apartments Phase I and III, there is one community of
approximately 500 apartments that could potentially be constructed in 2003. The estimated begin
construction and completion dates are unknown at this time. In the vicinity of Willow Lake
Apartments there is one community currently under construction. Construction began in 2002, with
a completion date scheduled for mid-summer 2003. The community will have 200 apartments. At
this time it is unknown the effect these new apartment units will have on occupancy at our
properties. We have not commissioned a formal market analysis of competitive conditions in any
market in which we own properties, but rely upon the market condition knowledge of the employees
of NTS Development Company who manage and supervise leasing for each property. See "Conflict
of Interest." 11
Management of Properties NTS Development Company, an affiliate of our General Partner, directs the management of our
properties pursuant to a written agreement (the "Agreement"). NTS Development Company is a
wholly-owned subsidiary of NTS Corporation. Mr. J. D. Nichols has a controlling interest in NTS
Corporation and is a General Partner of NTS-Properties Associates VI. Under the Agreement, NTS
Development Company establishes rental policies and rates and directs the marketing activity of
leasing personnel. It also coordinates the purchase of equipment and supplies, maintenance activity
and the selection of all vendors, suppliers and independent contractors. As compensation for its services, NTS Development Company received a total of $546,539 in
property management fees for the year ended December 31, 2002. $509,300 was received from the
residential properties and $37,239 was received from the commercial property. The fee is equal to
6% of gross revenues from the commercial property and 5% of gross revenues from the residential
properties. In addition, the Agreement requires us to purchase all insurance relating to the managed properties,
to pay the direct out-of-pocket expenses of NTS Development Company in connection with our
operations, including the cost of goods and materials used for and on our behalf, and to reimburse
NTS Development Company for the salaries, commissions, fringe benefits and related employment
expenses of personnel. The term of the Agreement between NTS Development Company and us was initially for five years,
and renewed thereafter for succeeding one-year periods, until cancelled. The Agreement is subject
to cancellation by either party upon 60-days written notice. As of December 31, 2002, the
Agreement is still in effect. Working Capital Practices Information about our working capital practices is included in Management's Discussion and
Analysis of Financial Condition and Results of Operations in Part II, Item 7. Seasonal Operations We do not consider our operations to be seasonal to any material degree. Conflict of Interest Principals of the General Partner or its affiliates own or operate real estate properties that compete,
directly or indirectly, with properties owned by us. Because we were organized by, and are operated
by the General Partner, conflicts arising from our competition with properties owned by affiliated
partnerships are not resolved through arms-length negotiations, but through the exercise of the
General Partner's judgment consistent with its fiduciary responsibility to the limited partners and 12
our investment objectives and policies. The General Partner is accountable to the limited partners
as a fiduciary and consequently must exercise good faith and integrity in handling our affairs. A
provision has been made in our Partnership Agreement that the General Partner will not be liable
to us except for acts or omissions performed or omitted fraudulently, in bad faith or with negligence.
The Partnership Agreement provides for indemnification of the General Partner by us for liability
resulting from errors in judgment or certain acts or omissions. The General Partner and its affiliates
have the right to compete with our properties including the right to develop competing properties
now and in the future, in addition to the existing properties which may compete directly or
indirectly. NTS Development Company, an affiliate of the General Partner, acts in a similar capacity for other
affiliated entities in the same geographic region where we have property interests. As a result of the
affiliation between NTS Development Company and our General Partner, there is a conflict of
interest between our General Partner's duty to the limited partners and its incentive to cause us to
retain our properties because of the payment of fees to NTS Development Company. We believe
the agreement with NTS Development Company is on terms no less favorable to us than those which
could be obtained from a third party for similar services in the same geographical region in which
the properties are located. The contract is terminable by either party without penalty upon 60-days
written notice. We have no employees. Under the terms of the property management agreement with NTS
Development Company, NTS Development Company makes its employees available to perform
services for us. In addition to the property management fees that we pay to NTS Development
Company, we reimburse this affiliate for the actual costs of providing such services. See Part II,
Item 8 - Note 7 and Part III, Item 13 for further discussions of related party transactions. Our General Partner, along with the general partners of four other public limited partnerships
affiliated with us, is investigating a consolidation with other affiliated entities. In addition to these
affiliated entities, the consolidation would likely involve several private partnerships and our General
Partner. The new combined entity would own all of the properties currently owned by the public
limited partnerships, and the limited partners or other owners of these entities would receive an
ownership interest in the combined entity. The number of ownership interests to be received by
limited partners and the other owners of the entities participating in the consolidation would likely
be determined based on the relative value of the assets contributed to the combined entity by each
public limited partnership, reduced by any indebtedness assumed by the entity. The majority of the
contributed assets would consist of real estate properties, whose relative values would be based on
appraisals. The potential benefits of consolidating the entities include: reducing the administrative
costs as a percentage of assets and revenues by creating a single public entity; diversifying limited
partners' investments in real estate to include additional markets and types of properties; and 13
creating an asset base and capital structure that may enable greater access to the capital markets.
There are, however, also a number of potential adverse consequences to a consolidation such as, the
expenses associated with a consolidation and the fact that the duration of the new entity would likely
exceed our anticipated duration, and that the interests of our limited partners in the combined entity
would be smaller on a percentage basis than their interests in us. Further, the new entity may adopt
investment and management policies that are different from those presently used by our General
Partner. A consolidation requires approval of our limited partners and the limited partners and other
equity holders of the other proposed participants to the consolidation. Accordingly, there is no
assurance that the consolidation will occur. Website Information Our Internet website address is www.ntsdevelopment.com. Our annual reports on Form 10-K,
quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports filed
or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act are available and may
be accessed free of charge through the "About NTS" section of our Internet website as soon as
reasonably practicable after we electronically file such material with, or furnish it to, the SEC. Our
Internet website and the information contained therein or connected thereto are not intended to be
incorporated into this Annual Report on Form 10-K. On December 12, 2001, three individuals filed an action in the Superior Court of the State of
California for the County of Contra Costa against our General Partner, the general partners of four
public partnerships affiliated with us and several individuals and entities affiliated with us. The
action purports to bring claims on behalf of a class of limited partners based on, among other things,
tender offers made by the public partnerships and an affiliate of our General Partner. The plaintiffs
allege, among other things, that the prices at which limited partnership interests were purchased in
these tender offers were too low. The plaintiffs are seeking monetary damages and equitable relief,
including an order directing the disposition of the properties owned by the public partnerships and
the distribution of the proceeds. No amounts have been accrued as a liability for this action in our
consolidated financial statements at December 31, 2002. Under an indemnification agreement with
our General Partner, we are responsible for the costs of defending this action. For the year ended
December 31, 2002, our share of these legal costs was approximately $79,800, which was expensed. On September 24, 2002, in connection with the above-described lawsuit, the plaintiffs voluntarily
dismissed two of the individuals and one of the entities that had objected to the lawsuit on personal
jurisdiction grounds. This dismissal was the result of an agreement under which some defendants
agreed not to contest jurisdiction and plaintiffs agreed to dismiss other defendants. Additionally,
on October 22, 2002, the court issued an order sustaining the demurrer of the general partners of
three limited partnerships affiliated with us. The effect of this ruling is that these three general
partners are no longer parties to the lawsuit. On the same date the court overruled the demurrer of
our General Partner, the general partner of one other partnership affiliated with us and one individual
and two entities affiliated with us. The entities and individuals whose demurrers were overruled,
including our General Partner, remain defendants in the lawsuit. Our General Partner believes the
lawsuit is without merit, and is vigorously defending it. 14
On February 27, 2003, two individuals filed a class and derivative action in the Circuit Court of
Jefferson County, Kentucky against our General Partner, the general partners of three public
partnerships affiliated with us and several individuals and entities affiliated with us. On March 21,
2003, the complaint was amended to include the general partners of a public partnership affiliated
with us and a partnership that was affiliated with us but is no longer in existence. In the amended
complaint, the plaintiffs purport to bring claims on behalf of a class of limited partners and
derivatively on behalf of us and affiliated public partnerships based on alleged overpayments of fees,
prohibited investments, improper failures to make distributions, purchases of limited partnership
interests at insufficient prices and other violations of the limited partnership agreements. The
plaintiffs are seeking, among other things, compensatory and punitive damages in an unspecified
amount, an accounting, the appointment of a receiver or liquidating trustee, the entry of an order of
dissolution against the public partnerships, a declaratory judgment, and injunctive relief. Our
General Partner believes that this action is without merit, and intends to vigorously defend it. We, our General Partner and two affiliated entities have been sued by Elder Construction &
Associates, Inc. ("Elder Construction") in Jefferson Circuit Court, Louisville, Kentucky. Elder
Construction was hired to be the framing subcontractor with respect to certain improvements at
Phase III of Park Place Apartments in Lexington, Kentucky. The Complaint of Elder Construction,
which was originally filed in November 1999, alleged inter alia, breach of contract. The Complaint
requested judgment against the defendants in the amount of $233,122, plus interest, and other relief. We and the other defendants have answered the complaint, and have asserted counterclaims against
the plaintiff for, inter alia, breach of contract. We, our General Partner and the two entities affiliated
with us believe that the suit brought by Elder Construction is without merit and will vigorously
defend it, including the prosecution of counterclaims against Elder Construction. The case had been
set for trial in June 2002, but the parties subsequently agreed to binding arbitration to settle this
lawsuit. We believe that the resolution of these legal proceedings, through binding arbitration, will
not have a material effect on our consolidated financial position or results of operations. We do not believe there is any other litigation threatened against us other than routine litigation
arising out of the ordinary course of business, some of which is expected to be covered by insurance,
none of which is expected to have a material effect on our financial position or results of operations
except as discussed herein. None. 15
PART II There is no established trading market for the limited partnership interests, nor is one likely to
develop. We had 2,069 limited partners as of January 31, 2003. Cash distributions and allocations
of income (loss) are made as described in Item 8 - Note 1D. No distributions were paid during 2002 or 2001. Quarterly distributions are determined based on
current cash balances, cash flow being generated by operations and cash reserves needed for future
leasing costs, tenant finish costs and capital improvements. Distributions have been suspended to
fund current and future capital improvements and debt repayment. Our ability to pay distributions
is dependent upon, among other things, our ability to refinance properties on favorable terms. 16
Years ended December 31: The above selected financial data should be read in conjunction with the consolidated financial
statements and related notes appearing elsewhere in this Form 10-K report. 17
The Emerging Issues Tasks Force ("EITF") of the Financial Accounting Standards Board ("FASB")
reached a consensus on Issue No. 00-1, "Applicability of the Pro Rata Method of Consolidation to
Investments in Certain Partnerships and Other Unincorporated Joint Ventures." The EITF reached
a consensus that a proportionate gross financial statement presentation (referred to as "proportionate
consolidation" in the Notes to Consolidated Financial Statements) is not appropriate for an
investment in an unincorporated legal entity accounted for by the equity method of accounting,
unless the investee is in either the construction industry or an extractive industry where there is a
longstanding practice of its use. The consensus is applicable to financial statements for annual periods ending after June 15, 2000.
We have applied the consensus to all comparative financial statements, restating them to conform
with the consensus for all periods presented. The application of this consensus did not result in a
restatement of previously reported partners' equity or results of operations, but did result in a
recharacterization or reclassification of certain financial statements' captions and amounts. The
affected data in the table above has been restated to provide comparable information for all periods
presented. Item 7 - Management's Discussion and Analysis of Financial Condition and Results of
Operations This Management's Discussion and Analysis of Financial Condition and Results of Operations
("MD&A") should be read in conjunction with the Consolidated Financial Statements in Item 8 and
the Cautionary Statements below. Critical Accounting Policies Our most critical business assumption is that our properties' occupancy will remain at a level which
provides for debt payments and adequate working capital, currently and in the future. If occupancy
were to fall below that level and remain at or below that level for a significant period of time, then
our ability to make payments due under our debt agreements and to continue paying daily
operational costs would be greatly affected. We review properties for impairment on a property-by-property basis whenever events or changes
in circumstances indicate that the carrying value may not be recoverable. These circumstances
include, but are not limited to, declines in cash flows, occupancy and comparable sales per square
foot at the property. We recognize an impairment of property when the estimated undiscounted
operating income before depreciation and amortization is less than the carrying value of the property.
To the extent an impairment has occurred, we charge to income the excess of the carrying value of
the property over its estimated fair value. We may decide to sell properties that are held for use. The
sales prices of these properties may differ from their carrying values. 18
During the year ended December 31, 2002, we adopted Statement of Financial Accounting Standards
("SFAS") No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets." SFAS No.
144 supersedes SFAS No. 121, "Accounting for the Impairment of Long-Lived Assets and for Long-
Lived Assets to Be Disposed Of," and the accounting and reporting provisions of Accounting
Principles Board Opinion No. 30, "Reporting the Results of Operations - Reporting the Effects of
Disposal of a Segment of a Business, and Extraordinary, Unusual and Infrequently Occurring Events
and Transactions." SFAS No. 144 requires one accounting model to be used for long-lived assets
to be disposed of by sale, whether previously held or used or newly acquired, and it broadens the
presentation of discontinued operations to include more disposal transactions. Our adoption of
SFAS No. 144 did not impact the consolidated financial statements in 2002. The occupancy levels at our properties and joint ventures as of December 31 were as follows: 19
The average occupancy levels at our properties and joint ventures for the years ended December 31
were as follows: Rental and other income generated by our properties and joint ventures for the years ended
December 31 were as follows: 20
The following table of segment data is provided: Several general trends have affected our most recent operating results. Depreciation and
amortization continues to increase due to continued improvements at our residential properties and
the completion of Park Place Apartments Phase III. Net revenues have remained relatively stable,
with the exception of commercial revenues, which have been negatively affected by the recent
decrease in occupancy at Plainview Point III Office Center. Operating expenses have generally
followed in line with net revenues, as is expected. Interest expense continues to decline as our debt
balances are reduced by normal recurring principal reductions. If there has not been a material change in a particular line item on the Statements of
Operations from one year to the next, we have omitted any discussion concerning that
individual line item. Rental income increased approximately $526,000, or 5%, in 2001, primarily as a result of increased
income at Park Place Apartments Phase III (not all apartment units were available for lease until the
end of May 2000). The increase is also due to increased average occupancy at Willow Lake
Apartments and Plainview Point III Office Center. The increase is partially offset by decreased
average occupancy at Park Place Apartments Phase I, Sabal Park Apartments and Golf Brook
Apartments. 21
Year ending occupancy percentage represents occupancy only on a specific date; therefore, the above
analysis considers average occupancy percentage which is representative of the entire year's results. Interest and other income decreased approximately $330,000, or 91%, in 2001, primarily as a result
of a settlement claim received in 2000 for defective siding at Golf Brook Apartments with no similar
settlement received in 2001. Operating expenses - affiliated increased approximately $253,000, or 18%, in 2001, primarily as a
result of increased personnel costs. Operating expenses - affiliated are for services performed by
employees of NTS Development Company, an affiliate of our General Partner. These employee
services may include property management, leasing, maintenance, security and others necessary to
manage and operate our properties. The 2001 loss on disposal of assets can be attributed to partial retirements of assets not fully
depreciated made at Park Place Apartments Phase I and Willow Lake Apartments. The partial
retirements at Park Place Apartments Phase I were the result of an exterior paint project. The partial
retirements at Willow Lake Apartments were the result of an exterior paint and wood replacement
project, entrance landscaping and color coating the tennis courts. The 2000 loss on disposal of assets
can be attributed to retirements of assets, not fully depreciated, as a result of clubhouse renovation
projects at Park Place Apartments, Golf Brook Apartments and Sabal Park Apartments. Depreciation and amortization expense increased approximately $297,000, or 12%, in 2001. The
increase is primarily a result of the following: 1) capitalization of Park Place Apartments Phase III's
construction costs (approximately $11,240,000) due to the fact that depreciation for the majority of
the costs did not start until the second and third quarters of 2000; 2) the reassessment by
management of the useful lives of all of the roof assets, at Park Place Apartments Phase I and
Willow Lake Apartments, from 30 years to approximately 15 years in anticipation of replacing the
roofs (resulting in an increase in depreciation of approximately $99,000); and 3) building
improvements and water sub-metering installations, net of retirements, at Park Place Apartments
Phase I and Willow Lake Apartments. The aggregate cost of our properties for federal tax purposes
is approximately $76,299,000. 22
The majority of our cash flow is typically derived from operating activities. Cash flows used in
investing activities are for tenant finish improvements, other capital improvements at our properties
and construction of Park Place Apartments Phase III (for 2000). Changes to current tenant
improvements at commercial properties are a typical part of any lease negotiation. Improvements
generally include a revision to the current floor plan to accommodate a tenant's needs, new carpeting
and paint and/or wallcovering. The extent and cost of these improvements is determined by the size
of the space and whether the improvements are for a new tenant or incurred because of a lease
renewal. The tenant finish improvements and other capital additions were funded by cash flow from
operations. Park Place Apartments Phase III construction costs were funded primarily by debt
financing and also from cash flows from operations. The building construction costs for Park Place
Apartments Phase III were approximately $11,240,000. Cash flows used in financing activities
consist of principal payments on mortgages and notes payable, repurchase of limited partnership
Interests and payment of loan costs. Cash flows provided by financing activities represent proceeds
from mortgage loans. We do not expect any material changes in the mix and relative cost of capital
resources from those in 2002. The following table illustrates our cash flows provided by or used in operating activities, investing
activities and financing activities: Net cash provided by operating activities decreased approximately $775,000, or 37%, in 2002. The
decrease is primarily driven by the change in accounts payable. Net cash provided by operating activities increased approximately $1,335,000 in 2001. The increase
was primarily driven by the change in accounts payable, which was partially offset by decreased
operating results before non-cash items. Net cash used in investing activities decreased approximately $2,086,000, or 85%, in 2001. The
decrease was primarily due to decreased capital expenditures to complete the construction of Park
Place Apartments Phase III. Net cash used in financing activities decreased approximately $1,723,000 in 2002. The decrease
is primarily the result of proceeds from mortgage loans on Sabal Park Apartments. Net cash used in financing activities increased approximately $3,455,000 in 2001. The increase is
primarily a result of decreased proceeds from mortgage loans. The increase is partially offset by
decreased principal payments on mortgages and notes payable and decreased loan costs. 23
On March 21, 2000, we notified our limited partners that we would be suspending distributions
starting January 1, 2000. The suspension is necessary due to significant capital improvements
essential to maintaining the buildings and facilities owned by us at Willow Lake Apartments, Park
Place Apartments Phase I and III, Sabal Park Apartments, Golf Brook Apartments and Plainview
Point III Office Center. Our cash position will be evaluated on an ongoing basis to determine when
resumption of distributions is appropriate. The primary source of future liquidity is expected to be cash from operations. It is anticipated that
the cash flow from operations and cash reserves will be sufficient to meet our day to day working
capital needs. Cash reserves (which are unrestricted cash and equivalents and investment securities
as shown on our balance sheet as of December 31) were $1,058,814, $60,167, and $47,683 on
December 31, 2002, 2001 and 2000, respectively. Due to the fact that no distributions were made during 2002, 2001 or 2000, the table which presents
that portion of the distributions that represents a return of capital based on Accounting Principles
Generally Accepted in the United States has been omitted. The demand on future liquidity is anticipated to increase as a result of the replacement of the roofs
at both Willow Lake Apartments (26 buildings) and Park Place Apartments Phase I (23 buildings)
all of which were installed using shingles produced by a single manufacturer. The shingles appear
to contain defects which may cause roofs to fail. As the shingle manufacturer has declared
bankruptcy, we do not expect to be able to recover any of the costs of the roof replacements in the
event of any such failures. Based upon these facts, management changed the estimated useful life
of the roof assets. The change resulted in an approximate increase in depreciation expense of
$198,000 and $99,000 for the years ended December 31, 2002 and 2001, respectively. We do not
have sufficient working capital to make all of the roof replacements at one time. As of December
31, 2002, five buildings at Willow Lake Apartments have had roofs replaced. The total cost of
replacing all of the remaining roofs is estimated to be $880,000 ($20,000 per building). Two roof
replacements have been budgeted for 2003. The demand on future liquidity is also anticipated to increase as we continue our efforts in the
leasing of Plainview Point III Office Center. One tenant which occupied 16,895 square feet, or 27%,
of the building, vacated its space on November 30, 2001. This left Plainview Point III Office Center
with only 54% occupancy. As a result of this vacancy, there will likely be a protracted period
extending beyond 2003 for the property to become fully leased again. Substantial funds, currently
estimated to be approximately $717,000, will likely be needed for tenant finish costs. Future liquidity will also be affected by the renovation of the clubhouse at Willow Lake Apartments.
The renovation is scheduled to begin in February 2003. Total costs for the renovation is estimated
to be approximately $277,000. The completion of the renovation is expected to be in April 2003. 24
In addition to the clubhouse renovation, there will also be a street and parking lot resurfacing project
at Willow Lake Apartments. The resurfacing will take place throughout the community and is
estimated to cost approximately $160,000. The project is scheduled to begin in June 2003. Such demand as discussed above will be managed by our General Partner using cash provided by
operations, cash reserves or additional borrowings secured by our properties. There can be no
guarantee that such funds will be available at which time our General Partner will manage the
demand on liquidity according to our best interest. We had no other material commitments for renovations or capital expenditures as of December 31,
2002. In an effort to continue to improve occupancy at our residential properties, we have an on-site
leasing staff that are employees of NTS Development Company, at each of the apartment
communities. The staff handles all on-site visits from potential tenants, coordinates local advertising
with NTS Development Company's marketing staff, makes visits to local companies to promote
fully furnished apartments and negotiates lease renewals with current residents. The leasing and renewal negotiations for our commercial property are handled by leasing agents that
are employees of NTS Development Company in Louisville, Kentucky. The leasing agents are
located in the same city as the commercial property. All advertising for the commercial property
is coordinated by NTS Development Company's marketing staff located in Louisville, Kentucky. Leases at Plainview Point III Office Center provide for tenants to contribute toward the payment of
common area maintenance expenses, insurance, utilities and real estate taxes. These lease
provisions, along with the fact that residential leases are generally for a period of one year, should
protect our operations from the impact of inflation and changing prices. Across the United States there have been recent reports of lawsuits against owners and managers of
multi-family and commercial properties asserting claims of personal injury and property damage
caused by the asserted presence of mold and other microbial organisms in residential units and
commercial space. Some of these lawsuits have resulted in substantial monetary judgments or
settlements. We have not, at present, been named as a defendant in any lawsuit that has alleged the
presence of mold or other microbial organisms. Prior to September 13, 2002, we were insured
against claims arising from the presence of mold due to water intrusion. However, since September
13, 2002, certain of our insurance carriers have excluded from insurance coverage property damage
loss claims arising from the presence of mold, although certain of our insurance carriers do provide
some coverage for personal injury claims. We are in the process of implementing protocols and
procedures to prevent the build-up of mold and other microbial organisms in our properties, and are
in the process of implementing more stringent maintenance, housekeeping and notification
requirements for tenants in our properties. We believe that these measures will eliminate, or at least,
minimize any effect that mold or other microbial organisms could have on our tenants. To date, we
have not incurred any material costs or liabilities relating to claims of mold exposure or to abate 25
mold conditions. Because the law regarding mold is unsettled and subject to change, however, we
can make no assurance that liabilities resulting from the presence of, or exposure to, mold or other
microbial organisms will not have a material adverse effect on our consolidated financial condition
or results of operations and our subsidiaries taken as a whole. Contractual Obligations and Commercial Commitments The following disclosure represents our obligations and commitments to make future payments
under contracts, such as debt and lease agreements, and under contingent commitments, such as debt
guarantees. 26
Cautionary Statements Our liquidity, capital resources and results of operations are subject to a number of risks and
uncertainties including, but not limited to the following: 27
Our primary market risk exposure with regard to financial instruments is changes in interest rates.
All of our debt bears interest at a fixed rate with the exception of two notes payable of $5,807 and
$5,510, that bear interest at the Prime Rate. A hypothetical 100 basis point increase in interest rates
would not significantly increase annual interest expense on the variable rate notes. A hypothetical
100 basis point increase in interest rates would result in an approximate $1,706,000 decrease in the
fair value of debt. 28
Item 8 - Financial Statements and Supplementary Data REPORT OF INDEPENDENT AUDITORS To NTS-Properties VI, a Maryland Limited Partnership: We have audited the accompanying consolidated balance sheet of NTS-Properties VI, a Maryland
Limited Partnership (the Partnership) as of December 31, 2002, and the related consolidated
statements of operations, partners' equity and cash flows for the year then ended. Our audit also
included the consolidated financial statement schedule listed in the index at Item 15(a). These
financial statements are the responsibility of the Partnership's management. Our responsibility is
to express an opinion on these financial statements based on our audit. The consolidated financial
statements of the Partnership and the consolidated financial statement schedule as of December 31,
2001, and for each of the two years in the period ended December 31, 2001, were audited by other
auditors who have ceased operations and whose report dated March 21, 2002, expressed an
unqualified opinion on those statements. We conducted our audit in accordance with auditing standards generally accepted in the United
States. Those standards require that we plan and perform the audit to obtain reasonable assurance
about whether the financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in the 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, the 2002 consolidated financial statements referred to above present fairly, in all
material respects, the consolidated financial position of NTS-Properties VI, a Maryland Limited
Partnership as of December 31, 2002, and the consolidated results of its operations and its cash flows
for the year then ended in conformity with accounting principles generally accepted in the United
States. Also, in our opinion, the related consolidated financial statement schedule, when considered
in relation to the basic consolidated financial statements taken as a whole, presents fairly in all
material respects the information set forth therein. Louisville, Kentucky 29
This report is a copy of the previously issued Arthur Andersen LLP ("Andersen") Auditors' REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS To NTS-Properties VI, a Maryland limited partnership: We have audited the accompanying consolidated balance sheets of NTS-Properties VI, a Maryland
limited partnership, as of December 31, 2001 and 2000, and the related consolidated statements of
operations, partners' equity and cash flows for each of the three years in the period ended December
31, 2001. These financial statements and the schedules referred to below are the responsibility of
the Partnership's management. Our responsibility is to express an opinion on these financial
statements and schedules based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United
States. Those standards require that we plan and perform the audit to obtain reasonable assurance
about whether the financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in the 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 NTS-Properties VI, a Maryland limited partnership, as of December 31, 2001
and 2000, and the results of their operations and their cash flows for each of the three years in the
period ended December 31, 2001 in conformity with accounting principles generally accepted in the
United States. Our audits were made for the purpose of forming an opinion on the basic financial statements taken
as a whole. The schedule of Real Estate and Accumulated Depreciation included in this filing is
presented for purposes of complying with the Securities and Exchange Commission's rules and is
not part of the basic financial statements. This schedule has been subjected to the auditing
procedures applied in the audit of the basic financial statements and, in our opinion, fairly states in
all material respects the financial data required to be set forth therein in relation to the basic financial
statements taken as a whole. ARTHUR ANDERSEN LLP Louisville, Kentucky 30
NTS-PROPERTIES VI, The accompanying notes to consolidated financial statements are an integral part of these statements. 31
NTS PROPERTIES VI, The accompanying notes to consolidated financial statements are an integral part of these statements. 32
NTS-PROPERTIES VI, The accompanying notes to consolidated financial statements are an integral part of these statements. 33
NTS-PROPERTIES VI, The accompanying notes to consolidated financial statements are an integral part of these statements. 34
NTS-PROPERTIES VI, Note 1- Significant Accounting Policies NTS-Properties VI, a Maryland limited partnership (the "Partnership") is a limited partnership
organized under the laws of the state of Maryland in December 1984. Our General Partner is NTS-
Properties Associates VI (a Kentucky limited partnership). We are in the business of developing,
constructing, owning and operating apartment communities and commercial real estate. The consolidated financial statements include the accounts of all wholly-owned properties and
majority-owned joint ventures. Intercompany transactions and balances have been eliminated. The
terms "we," "us" or "our," as the context requires, may refer to the Partnership or its interests in the
properties and joint ventures listed below. Other assets include minority interest in our joint venture properties totaling approximately $685,000
and $670,000 as of December 31, 2002 and 2001, respectively. These amounts have been derived
primarily from distributions of the joint ventures in excess of the respective minority partner's
historical investment in the joint ventures used for financial reporting purposes. This amount will
be realized upon the sale of the respective joint venture property or dissolution of the respective joint
venture. The underlying assets of the joint ventures are assessed for asset impairment on a periodic
basis. We own and operate the following properties and joint ventures: 35
Pre-termination date net cash receipts and interim net cash receipts, as defined in the Partnership
Agreement, and which are made available for distribution, will be distributed 99% to the limited
partners and 1% to the General Partner. Net cash proceeds, as defined in the Partnership Agreement,
will be distributed as follows: (1) 99% to the limited partners and 1% to the General Partner until
the limited partners have received cash distributions from all sources (except pre-termination date
net cash receipts) equal to their original capital and (2) the remainder, 80% to the limited partners
and 20% to the General Partner. Net operating income shall be allocated to the limited partners and
the General Partner in proportion to their respective cash distributions. Net operating income in
excess of cash distributions and net gains from sales shall be allocated as follows: (1) pro-rata to all
partners with a negative capital account in an amount to restore the negative capital account to zero;
(2) 99% to the limited partners and 1% to the General Partner until the limited partners have received
an amount equal to their original capital less cash distributions except distributions of pre-
termination date net cash receipts and (3) the balance, 80% to the limited partners and 20% to the
General Partner. Net operating losses have been allocated 99% to the limited partners and 1% to the
General Partner for all periods presented in the accompanying consolidated financial statements. We have received a ruling from the Internal Revenue Service stating that we are classified as a
limited partnership for federal income tax purposes. As such, we make no provision for income
taxes. The taxable income or loss is passed through to the holders of the partnership interests for
inclusion on their individual income tax returns. A reconciliation of net loss for financial statement purposes versus that for income tax reporting is
as follows: 36
The preparation of financial statements in accordance with Accounting Principles Generally
Accepted in the United States requires us to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the
financial statements and the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates. We have a cash management program which provides for the overnight investment of excess cash
balances. Per an agreement with a bank, excess cash is invested in a repurchase agreement for U.S.
Government or agency securities on a nightly basis. On December 31, 2002, approximately
$704,000 was transferred into the investment. Cash and equivalents - restricted represents funds received for residential security deposits and funds
which have been escrowed with mortgage companies for property taxes and insurance in accordance
with the loan agreements. Land, buildings and amenities are stated at cost. Costs directly associated with the acquisition,
development and construction of a project are capitalized. Depreciation is computed using the
straight-line method over the estimated useful lives of the assets which are 5-30 years for land
improvements, 5-30 years for building and improvements, 3-30 years for amenities and the
applicable lease term for tenant improvements. The aggregate cost of our properties for federal tax
purposes is approximately $76,299,000. Statement of Financial Accounting Standards ("SFAS") No. 144, "Accounting for the Impairment
or Disposal of Long-Lived Assets," specifies circumstances in which certain long-lived assets must
be reviewed for impairment. If such review indicates that the carrying amount of an asset exceeds
the sum of its expected future cash flows, the asset's carrying value may be written down to fair
value. Application of this standard during the year ended December 31, 2002 did not result in an
impairment loss. We recognize revenues in accordance with each tenant's lease agreement. Certain of our lease
agreements at Plainview Point III Office Center are structured to include scheduled and specified
rent increases over the lease term. For financial reporting purposes, the income from these leases
is being recognized on a straight-line basis over the lease term. Accrued income connected with 37
these leases is included in accounts receivable and totaled $5,339 and $12,771 on December 31,
2002 and 2001, respectively. All commissions paid to commercial leasing agents are deferred and
amortized over the term of the lease to which they apply. We expense advertising costs as incurred. Advertising expense was immaterial to us during the
years ended December 31, 2002, 2001 and 2000. For purposes of reporting cash flows, cash and equivalents include cash on hand and short-term,
highly liquid investments with initial maturities of three months or less. During the year ended December 31, 2002, we adopted SFAS No. 144, "Accounting for the
Impairment or Disposal of Long-Lived Assets." SFAS No. 144 supersedes SFAS No. 121,
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed
Of," and the accounting and reporting provisions of Accounting Principles Board Opinion No. 30,
"Reporting the Results of Operations - Reporting the Effects of Disposal of a Segment of a Business,
and Extraordinary, Unusual and Infrequently Occurring Events and Transactions." SFAS No. 144
requires one accounting model to be used for long-lived assets to be disposed of by sale, whether
previously held or used or newly acquired, and it broadens the presentation of discontinued
operations to include more disposal transactions. Our adoption of SFAS No. 144 did not impact the
consolidated financial statements in 2002. We own and operate, either wholly or through a joint venture, residential properties in Lexington,
Kentucky, Indianapolis, Indiana and Orlando, Florida. We also own and operate, through a joint
venture, a commercial property in Louisville, Kentucky. Substantially all of the commercial
property's tenants are local businesses or are businesses which have operations in the Louisville area. Our financial instruments that are exposed to concentrations of credit risk consist of cash and
equivalents. We maintain our cash accounts primarily with banks located in Kentucky. The total
cash balances are insured by the FDIC up to $100,000 per bank account. We may at times, in certain
accounts, have deposits in excess of $100,000. 38
From October 1998 through December 2001, we participated, along with ORIG, LLC, ("ORIG")
an affiliate of ours, (the"Offerors"), in five tender offers. Through the five tender offers, we
repurchased 1,700 Interests for $618,500 and ORIG purchased 13,766 Interests for $5,167,480. The
price per Interest was $350 for the first tender offer, $370 for the second tender offer and $380 for
the third, fourth and fifth tender offers. Interests that we repurchased were retired. Interests
purchased by ORIG are being held by it. On May 10, 2002, ORIG commenced a tender offer to purchase up to 2,000 Interests at a price of
$380 per Interest. ORIG had the option to acquire additional Interests on a pro rata basis if more than
2,000 Interests were tendered. The tender offer was scheduled to expire on August 2, 2002. On July 24, 2002, ORIG amended its tender offer to extend the expiration date from August 2, 2002,
to September 3, 2002. ORIG's tender offer expired September 3, 2002. A total of 2,560 Interests were tendered. ORIG
accepted all Interests tendered at a purchase price of $380 per Interest for a total of $972,800. We
did not participate in this tender offer. The following schedule provides an analysis of our investment in property held for lease as of
December 31: 39
Mortgages and notes payable as of December 31 consist of the following: 40
On August 2, 2002, we obtained additional financing in the amount of $2,000,000 secured by certain
land, building and amenities of Sabal Park Apartments. The interest rate is 6.93% and the maturity
date is December 5, 2012. The remaining proceeds of this loan will be used for capital additions of
approximately $437,000 at Willow Lake Apartments for the clubhouse renovation ($277,000) and
the streets and parking lot resurfacing project ($160,000) and for tenant finish costs of approximately
$717,000 at Plainview Point III Office Center. Our mortgages may be prepaid but are generally subject to prepayment of a yield-maintenance
premium. Scheduled maturities of debt are as follows: Based on the borrowing rates currently available to us for mortgages with similar terms and average
maturities, the fair value of long-term debt on December 31, 2002 and 2001 was approximately
$36,077,000 and $34,444,000, respectively. The following is a schedule of minimum future rental income on noncancellable operating leases as
of December 31, 2002: Pursuant to an agreement with us, NTS Development Company, an affiliate of our General Partner,
receives property management fees on a monthly basis. The fee is equal to 5% and 6% of the gross
revenues from residential properties and commercial properties, respectively. Also pursuant to an
agreement, NTS Development Company receives a repair and maintenance fee equal to 5.9% of 41
costs incurred which relate to capital improvements and major repair and renovation projects. These
repair and maintenance fees are capitalized as part of land, buildings and amenities. We were charged the following amounts pursuant to an agreement with NTS Development Company
for the years ended December 31, 2002, 2001 and 2000. These charges include items which have
been expensed as operating expenses - affiliated or professional and administrative expenses -
affiliated and items which have been capitalized as other assets or as land, buildings and amenities. During the years ended December 31, 2002, 2001, and 2000, we were charged $29,586, $22,864 and
$27,359, respectively, for property maintenance fees from an affiliate of NTS Development
Company. We, as an owner of real estate, are subject to various environmental laws of federal, state and local
governments. Compliance by us with existing laws has not had a material adverse effect on our
financial condition and results of operations. However, we cannot predict the impact of new or
changed laws or regulations on our current properties or on properties that we may acquire in the
future. On December 12, 2001, three individuals filed an action in the Superior Court of the State of
California for the County of Contra Costa against our General Partner, the general partners of four
public partnerships affiliated with us and several individuals and entities affiliated with us. The
action purports to bring claims on behalf of a class of limited partners based on, among other things,
tender offers made by the public partnerships and an affiliate of our General Partner. The plaintiffs
allege, among other things, that the prices at which limited partnership interests were purchased in
these tender offers were too low. The plaintiffs are seeking monetary damages and equitable relief, 42
including an order directing the disposition of the properties owned by the public partnerships and
the distribution of the proceeds. No amounts have been accrued as a liability for this action in our
consolidated financial statements at December 31, 2002. Under an indemnification agreement with
our General Partner, we are responsible for the costs of defending this action. For the year ended
December 31, 2002, our share of these legal costs was approximately $79,800, which was expensed. On September 24, 2002, in connection with the above-described lawsuit, the plaintiffs voluntarily
dismissed two of the individuals and one of the entities that had objected to the lawsuit on personal
jurisdiction grounds. This dismissal was the result of an agreement under which some defendants
agreed not to contest jurisdiction and plaintiffs agreed to dismiss other defendants. Additionally,
on October 22, 2002, the court issued an order sustaining the demurrer of the general partners of
three limited partnerships affiliated with us. The effect of this ruling is that these three general
partners are no longer parties to the lawsuit. On the same date the court overruled the demurrer of
our General Partner, the general partner of one other partnership affiliated with us and one individual
and two entities affiliated with us. The entities and individuals whose demurrers were overruled,
including our General Partner, remain defendants in the lawsuit. Our General Partner believes the
lawsuit is without merit, and is vigorously defending it. On February 27, 2003, two individuals filed a class and derivative action in the Circuit Court of
Jefferson County, Kentucky against our General Partner, the general partners of three public
partnerships affiliated with us and several individuals and entities affiliated with us. On March 21,
2003, the complaint was amended to include the general partners of a public partnership affiliated
with us and a partnership that was affiliated with us but is no longer in existence. In the amended
complaint, the plaintiffs purport to bring claims on behalf of a class of limited partners and
derivatively on behalf of us and affiliated public partnerships based on alleged overpayments of fees,
prohibited investments, improper failures to make distributions, purchases of limited partnership
interests at insufficient prices and other violations of the limited partnership agreements. The
plaintiffs are seeking, among other things, compensatory and punitive damages in an unspecified
amount, an accounting, the appointment of a receiver or liquidating trustee, the entry of an order of
dissolution against the public partnerships, a declaratory judgment, and injunctive relief. Our
General Partner believes that this action is without merit, and intends to vigorously defend it. We, our General Partner and two affiliated entities have been sued by Elder Construction &
Associates, Inc. ("Elder Construction") in Jefferson Circuit Court, Louisville, Kentucky. Elder
Construction was hired to be the framing subcontractor with respect to certain improvements at
Phase III of Park Place Apartments in Lexington, Kentucky. The Complaint of Elder Construction,
which was originally filed in November 1999, alleged inter alia, breach of contract. The Complaint
requested judgment against the defendants in the amount of $233,122, plus interest, and other relief. We and the other defendants have answered the complaint, and have asserted counterclaims against
the plaintiff for, inter alia, breach of contract. We, our General Partner and the two entities affiliated
with us believe that the suit brought by Elder Construction is without merit and will vigorously
defend it, including the prosecution of counterclaims against Elder Construction. The case had been 43
set for trial in June 2002, but the parties subsequently agreed to binding arbitration to settle this
lawsuit. We believe that the resolution of these legal proceedings, through binding arbitration, will
not have a material effect on our consolidated financial position or results of operations. We do not believe there is any other litigation threatened against us other than routine litigation
arising out of the ordinary course of business, some of which is expected to be covered by insurance,
none of which is expected to have a material effect on our consolidated financial position or results
of operations except as discussed herein. Our reportable operating segments include - Residential and Commercial Real Estate Operations.
The residential operations represent our ownership and operating results relative to the apartment
complexes known as Willow Lake, Park Place Phase I, Sabal Park, Park Place Phase III and Golf
Brook. The commercial operations represent our ownership and operating results relative to
suburban commercial office space known as Plainview Point III Office Center. The financial information of the operating segments have been prepared using a management
approach, which is consistent with the basis and manner in which our management internally
disaggregates financial information for the purposes of assisting in making internal operating
decisions. We evaluate performance based on stand-alone operating segment net income. 44
45
A reconciliation of the totals reported for the operating segments to the applicable line items in
the consolidated financial statements is necessary given amounts recorded at the Partnership
level and not allocated to the operating properties for internal reporting purposes: 46
47
Item 9 - Change in and Disagreements with Accountants on Accounting and Financial
Disclosure None. 48
PART III Item 10 - Directors and Executive Officers of the Registrant Because we are a limited partnership and not a corporation, we do not have directors or officers. We
are managed by our General Partner, NTS-Properties Associates VI. Additionally we have entered
into a management contract with NTS Development Company, an affiliate of our General Partner,
to provide property management services. The General Partners of NTS-Properties Associates VI are as follows: Mr. Nichols (age 61) is the managing General Partner of NTS-Properties Associates VI and is
Chairman of the Board of NTS Corporation (since 1985) and NTS Development Company (since
1977). NTS Capital Corporation (formerly NTS Corporation) is a Kentucky corporation formed in October
1979. J. D. Nichols is Chairman of the Board and the sole director of NTS Capital Corporation. The Manager of our properties is NTS Development Company, the executive officers and/or
directors of which are J. D. Nichols, Brian F. Lavin and Gregory A. Wells. Brian F. Lavin (age 49), President of NTS Corporation and NTS Development Company joined the
Manager in June 1997. From November 1994 through June 1997, Mr. Lavin served as President of
the Residential Division of Paragon Group, Inc. and as a Vice President of Paragon's Midwest
Division prior to November 1994. In this capacity, he directed the development, marketing, leasing
and management operations for the firms expanding portfolios. Mr. Lavin attended the University of Missouri where he received his Bachelor's Degree in Business
Administration. He is a licensed Kentucky Real Estate Broker and Certified Property Manager. Mr.
Lavin is a member of the Institute of Real Estate Management, council member of the Urban Land
Institute and member of the National Multi-Housing Council. He has served on the Boards of the
Louisville Science Center, Louisville Ballet, Greater Louisville Inc., National Multi-Housing
Council, Louisville Apartment Association, the Board of Trustees for the Louisville Olmsted Parks
Conservancy, Inc. and currently serves on the Board of Directors and Executive Committee of
Greater Louisville Inc. and Board of Overseers for the University of Louisville. 49
Mr. Wells (age 44), Senior Vice President and Chief Financial Officer of NTS Corporation and NTS
Development Company, joined the Manager in July 1999. From May 1998 through June 1999, Mr.
Wells served as Chief Financial Officer of Hokanson Companies, Inc. and as Secretary and Treasurer
of Hokanson Construction, Inc. in Indianapolis, Indiana from January 1995 through May 1998. In
these capacities, he directed financial and operational activities for commercial real estate, company
owned and third-party managed properties, building and suite renovations, and commercial and
residential construction. Mr. Wells previously served as Vice President of Operations and Treasurer
of Executive Telecom System, Inc., a subsidiary of The Bureau of National Affairs, Inc.
(Washington, D.C.). Mr. Wells received a Bachelor's Degree in Business Administration from
George Mason University and is a Certified Public Accountant in Virginia and Kentucky. He
participates in a number of charitable and volunteer activities in the Louisville, Kentucky area. Section 16(a) Beneficial Ownership Reporting Compliance Section 16(a) of the Securities Exchange Act of 1934, as amended, requires that certain persons,
including persons who own more than ten percent (10%) of our limited partnership interests, file
initial statements of beneficial ownership (Form 3), and statements of changes in beneficial
ownership (Forms 4 or 5), with the U.S. Securities and Exchange Commission (the "SEC"). The
SEC requires that these persons furnish us with copies of all forms filed with the SEC. To our knowledge, based solely on review of the copies of the forms we received, or written
representations from certain reporting persons, that no additional forms were required for those
persons. The officers and/or directors of our corporate General Partner receive no direct remuneration in such
capacities. We are required to pay a property management fee based on gross revenues to NTS
Development Company. We are also required to pay to NTS Development Company a repair and
maintenance fee on costs related to specific projects and a refinancing fee on Net Cash Proceeds
from the refinancing of any of our properties. Also, NTS Development Company provides certain
other services to us. See Item 8 - Note 7 which describes the calculations of these fees and sets forth
transactions with affiliates to the General Partner for the years ended December 31, 2002, 2001 and
2000. Our General Partner is entitled to receive cash distributions and allocations of profits and losses from
us. See Item 8 - Note 1D which describes the methods used to determine income allocations and
cash distributions. See Item 7 - Management's Discussion and Analysis of Financial Condition and Results of
Operations, along with Consolidated Cash Flows and Financial Condition, for information
concerning recent tender offers for our limited partners. 50
The following provides details regarding owners of more than 5% of the total outstanding limited
partnership interests as of January 31, 2003. ORIG, LLC is a Kentucky limited liability company, the members of which are J. D. Nichols (1%),
Barbara M. Nichols (J.D. Nichols' wife) (74%) and Brian F. Lavin (25%). J.D. Nichols and Brian
F. Lavin are the Chairman and President, respectively, of NTS Capital Corporation, a General
Partner of NTS Properties Associates VI, our General Partner. Our General Partner is NTS-Properties Associates VI, a Kentucky limited partnership, 10172 Linn
Station Road, Louisville, Kentucky 40223. The general partners of our General Partner and their
total respective interests (general and limited) in NTS-Properties Associates VI are as follows: The remaining 36.00% interests are owned by various limited partners of NTS-Properties Associates
VI. Pursuant to an agreement with us, NTS Development Company, an affiliate of our General Partner,
receives property management fees on a monthly basis. The fee is equal to 5% and 6% of the gross
revenues from residential properties and commercial properties, respectively. Also pursuant to an
agreement, NTS Development Company receives a repair and maintenance fee equal to 5.9% of
costs incurred which relate to capital improvements and major repair and renovation projects. These
repair and maintenance fees are capitalized as part of land, buildings and amenities. We were charged the following amounts pursuant to an agreement with NTS Development Company
for the years ended December 31, 2002, 2001 and 2000. These charges include items which have
been expensed as operating expenses - affiliated or professional and administrative expenses -
affiliated and items which have been capitalized as other assets or as land, buildings and amenities. 51
During the years ended December 31, 2002, 2001, and 2000, we were charged $29,586, $22,864 and
$27,359, respectively, for property maintenance fees from an affiliate of NTS Development
Company. Our affiliate, ORIG, LLC has participated in tender offers for our Interests. See Item 8 - Note 3 for
additional information on these tender offers. Item 14 - Controls and Procedures The Chief Executive Officer and Chief Financial Officer of NTS Capital Corporation, the General
Partner of our General Partner, have concluded, based on their evaluation within 90 days of the filing
date of this report, that our disclosure controls and procedures are effective for gathering, analyzing
and disclosing the information we are required to disclose in our reports filed under the Securities
Exchange Act of 1934. There have been no significant changes in our internal controls or in other
factors that could significantly affect these controls subsequent to the date of the previously
mentioned evaluation. 52
PART IV Item 15 - Exhibits, Consolidated Financial Statement Schedules, and Reports on Form 8-K 1 - Consolidated Financial Statements The consolidated financial statements for the year ended December 31, 2002 along with the report
from Ernst & Young LLP dated March 26, 2003, and the consolidated financial statements for the
years ended December 31, 2001 and 2000 along with a copy of the report from Arthur Andersen LLP
dated March 21, 2002, which has not been reissued, appear in Part II, Item 8. The following
consolidated schedules should be read in conjunction with those consolidated financial statements. 2 - Consolidated Financial Statement Schedules All other schedules have been omitted because they are not applicable, are not required, or because
the required information is included in the consolidated financial statements or notes thereto. Item 3 - Exhibits 53
Item 4 - Reports on Form 8-K None. 54
NTS-PROPERTIES VI, 55
NTS-PROPERTIES VI, 56
NTS-PROPERTIES VI, 57
NTS-PROPERTIES VI, 58
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. Pursuant to the requirements of the Securities Exchange Act of 1934, this Form 10-K has
been signed below by the following persons on behalf of the registrant in their capacities and on
the date indicated above. We are a limited partnership and no proxy material has been sent to the limited partners. We will
deliver to the limited partners an annual report containing our financial statements and a message
from our General Partner. 59
CERTIFICATION Pursuant to Section 302 of the Sarbanes Oxley Act of 2002 I, Brian F. Lavin, certify that: Date: March 31, 2003 /s/ Brian F. Lavin See also the certification pursuant to Section 906 of the Sarbanes Oxley Act of 2002, which is also attached to this
report. 60
CERTIFICATION Pursuant to Section 302 of the Sarbanes Oxley Act of 2002 I, Gregory A. Wells, certify that: Date: March 31, 2003 /s/ Gregory A. Wells See also the certification pursuant to Section 906 of the Sarbanes Oxley Act of 2002, which is also attached to this
report. 61
Interest Maturity Balance
Property Rate Date on 12/31/02
- ---------------------------------------- ------------- --------------- -----------------
Park Place Apartments Phase I and III 7.74% 10/15/2012 (1) $ 11,365,873
Golf Brook Apartments 7.57% 05/15/2009 (2) (3) $ 6,899,113
Willow Lake Apartments 7.32% 10/15/2012 (3) (4) $ 6,542,283
Plainview Point III Office Center 8.38% 12/01/2010 (5) $ 3,065,058
Sabal Park Apartments 7.38% 12/05/2012 (3) (4) $ 2,197,714
Sabal Park Apartments 6.93% 12/05/2012 (6) $ 1,989,927
Sabal Park Apartments 7.38% 12/05/2012 (3) (4) $ 1,465,143
(1) Monthly principal payments are based upon a 19-year amortization schedule. We expect the outstanding balance
at maturity will be approximately $6,316,000.
(2) Monthly principal payments are based upon a 12-year amortization schedule.
(3) We expect at maturity, the mortgage will have been repaid based on the current rate of amortization.
(4) Monthly principal payments are based upon a 15-year amortization schedule.
(5) Monthly principal payments are based upon a 20-year amortization schedule. We expect the outstanding balance
at maturity will be approximately $2,243,000.
(6) Monthly principal payments are based upon a 25-year amortization schedule. We expect the outstanding balance
at maturity will be approximately $1,555,000.
Year of Square Feet and % of Current Annual Rental
Major Tenant (1): Expiration Net Rentable Area per Square Foot
- ------------------------------- ------------------ -------------------------- ---------------------------
1 2008 12,307 (19.68%) $15.88
(1) Major tenants are those that individually occupy 10% or more of the rentable square footage.
Additional Operating Data
Federal Tax Property Tax Annual Property
Basis Rate Taxes
------------------ ----------------- ------------------
Wholly-Owned Properties
Sabal Park Apartments $ 11,685,551 .017426 $ 169,918
Park Place Apartments Phase I $ 11,753,636 .009575 $ 96,279
Park Place Apartments Phase III $ 12,877,818 .009575 $ 68,503
Willow Lake Apartments $ 15,997,305 .033795 $ 237,377
Joint Venture Properties
Golf Brook Apartments $ 16,645,019 .017426 $ 276,499
Plainview Point III Office Center $ 4,850,188 .010950 $ 25,517
2002 2001 2000 1999 1998
--------------- --------------- ---------------- --------------- ----------------
Total revenues $ 10,632,347 $ 10,993,047 $ 10,802,175 $ 9,737,584 $ 9,974,045
Total expenses $ 11,961,736 $ 12,273,352 $ 11,601,261 $ 9,881,746 $ 9,477,349
--------------- --------------- ---------------- --------------- ----------------
Income (loss) before
minority interest and
extraordinary item $ (1,329,389) $ (1,280,305)$ (799,086)$ (144,162)$ 496,696
Minority interest 37,145 41,316 42,216 42,995 38,965
--------------- --------------- ---------------- --------------- ----------------
Income (loss) after
minority interest (1,366,534) (1,321,621) (841,302) (187,157) 457,731
Extraordinary item -- -- 20,721 -- --
--------------- --------------- ---------------- --------------- ----------------
Net income (loss) $ (1,366,534) $ (1,321,621)$ (862,023)$ (187,157)$ 457,731
=============== =============== ================ =============== ================
Net income (loss)
allocated to:
General Partner $ (13,665) $ (13,216)$ (8,620)$ (1,872)$ 4,577
Limited partners $ (1,352,869) $ (1,308,405)$ (853,403)$ (185,285)$ 453,154
Net income (loss) per
limited partnership
interest $ (34.79) $ (33.57)$ (21.85)$ (4.66)$ 10.96
Weighted average number
of limited partnership
interests 38,889 38,974 39,053 39,751 41,334
Cumulative net income
(loss) allocated to:
General Partner $ (107,661) $ (93,996)$ (80,780)$ (72,160)$ (70,288)
Limited partners $ (15,449,107) $ (14,096,238)$ (12,787,833)$ (11,934,430)$ (11,749,145)
Cumulative taxable
income (loss) allocated to:
General Partner $ 108,016 $ 105,373 $ 110,406 $ 111,613 $ 104,550
Limited partners $ (18,784,373) $ (17,550,296)$ (16,097,799)$ (15,165,626)$ (14,759,062)
Distributions declared:
General Partner $ -- $ -- $ -- $ 4,005 $ 5,206
Limited partners $ -- $ -- $ -- $ 396,514 $ 515,339
Cumulative distributions
declared:
General Partner $ 121,277 $ 121,277 $ 121,277 $ 121,277 $ 117,272
Limited partners $ 12,006,384 $ 12,006,384 $ 12,006,384 $ 12,006,384 $ 11,609,870
At year end:
Cash and equivalents $ 1,058,814 $ 60,167 $ 47,683 $ 909 $ 362,682
Land, buildings and
amenities, net $ 42,445,109 $ 44,986,348 $ 47,498,726 $ 47,739,483 $ 41,136,516
Total assets $ 44,998,108 $ 46,496,128 $ 49,077,535 $ 49,231,418 $ 43,209,406
Mortgages and notes
payable $ 33,536,428 $ 33,474,382 $ 35,149,376 $ 33,312,443 $ 27,119,180
2002 (1) 2001 2000
------------ ------------- ------------
Wholly-Owned Properties
Sabal Park Apartments 96% 93% 98%
Park Place Apartments Phase I 88% 73% 72%
Willow Lake Apartments 93% 90% 83%
Park Place Apartments Phase III 97% 73% 52%
Joint Venture Properties
(Ownership % on December 31, 2002)
Golf Brook Apartments (96.03%) (2) 88% 89% 87%
Plainview Point III Office Center (95.04%) (3) 51% 54% 73%
(1) With the exception of Plainview Point III Office Center, current occupancy levels are considered adequate to
continue operation of our properties.
(2) In our opinion, the decrease in year ending occupancy is only a temporary fluctuation and does not represent
a permanent downward occupancy trend.
(3) A tenant occupying 16,895 square feet, or 27%, of the building vacated its space on November 30, 2001.
There will likely be a protracted period for the property to become fully leased again and substantial funds,
currently estimated to be approximately $717,000, will likely be needed for tenant finish expenses. To fund
the costs for the tenant finish, we would use the financing proceeds obtained on August 2, 2002. See Part II,
Item 8 - Note 5 for information on our mortgages payable.
2002 2001 2000
------------ ------------- ------------
Wholly-Owned Properties
Sabal Park Apartments (1) 93% 94% 97%
Park Place Apartments Phase I (3) 79% 78% 82%
Willow Lake Apartments (1) 88% 95% 91%
Park Place Apartments Phase III 83% 67% N/A (2)
Joint Venture Properties
(Ownership % on December 31, 2002)
Golf Brook Apartments (96.03%) 91% 90% 92%
Plainview Point III Office Center (95.04%)(4) 55% 90% 88%
(1) In our opinion, the decrease in average occupancy is only a temporary fluctuation and does not represent a
permanent downward occupancy trend.
(2) Average occupancy is not applicable for Park Place Apartments Phase III due to the fact that all of the
apartments were not certified for occupancy until May 2000. Because the apartments were being turned over
to leasing at different times, the occupancy of one month is not comparable to the next month.
(3) Park Place Apartments has experienced low occupancy for the last three years. We are actively working on
improving occupancy for 2003. Lowering rental rates on some apartments, implementing new promotions and
offering additional services are some of the steps we are taking to increase occupancy.
(4) A tenant occupying 16,895 square feet, or 27%, of the building vacated its space on November 30, 2001.
There will likely be a protracted period for the property to become fully leased again and substantial funds,
currently estimated to be approximately $717,000, will likely be needed for tenant finish expenses. To fund
the costs for the tenant finish, we would use the financing proceeds obtained on August 2, 2002. See Part II,
Item 8 - Note 5 for information on our mortgages payable.
Rental and Other Income
2002 2001 2000
------------- ------------- -------------
Wholly-Owned Properties
Sabal Park Apartments $ 1,884,720 $ 1,949,900 $ 1,955,982
Park Place Apartments Phase I $ 1,482,618 $ 1,516,832 $ 1,697,890
Willow Lake Apartments $ 2,367,482 $ 2,560,214 $ 2,415,538
Park Place Apartments Phase III $ 1,312,489 $ 1,156,239 $ 589,562
Joint Venture Properties
(Ownership % on December 31, 2002)
Golf Brook Apartments (96.03%) $ 2,963,776 $ 2,940,558 $ 3,271,227
Plainview Point III Office Center (95.04%) $ 613,914 $ 858,673 $ 848,522
2002
-----------------------------------------------------------------------
Residential Commercial Partnership Total
-----------------------------------------------------------------------
Net revenues $ 10,011,085 $ 613,914 $ 7,348 $ 10,632,347
Operating expense 4,139,268 338,074 -- 4,477,342
Interest expense 840,145 -- 1,738,038 2,578,183
Depreciation and amortization 2,527,785 183,967 89,466 2,801,218
Net income (loss) 1,131,128 29,117 (2,526,779) (1,366,534)
2001
-----------------------------------------------------------------------
Residential Commercial Partnership Total
-----------------------------------------------------------------------
Net revenues $ 10,123,743 $ 858,673 $ 10,631 $ 10,993,047
Operating expense 4,294,594 393,742 8,403 4,696,739
Interest expense 828,955 -- 1,827,251 2,656,206
Depreciation and amortization 2,422,606 195,055 89,466 2,707,127
Net income (loss) 1,021,031 182,643 (2,525,295) (1,321,621)
2000
-----------------------------------------------------------------------
Residential Commercial Partnership Total
-----------------------------------------------------------------------
Net revenues $ 9,935,386 $ 848,522 $ 18,267 $ 10,802,175
Operating expense 3,870,165 373,460 -- 4,243,625
Interest expense 869,312 -- 1,844,227 2,713,539
Depreciation and amortization 2,117,229 204,035 89,321 2,410,585
Net income (loss) 1,458,917 175,276 (2,496,216) (862,023)
2002 2001 2000
-------------- ------------- -------------
Operating activities $ 1,310,961 $ 2,085,569 $ 750,859
Investing activities (317,172) (355,241) (2,441,058)
Financing activities 4,858 (1,717,844) 1,736,973
-------------- ------------- -------------
Net increase in cash and equivalents $ 998,647 $ 12,484 $ 46,774
============== ============= =============
Payments Due by Period
--------------------------------------------------------------------------
Within One Two - Three Four - Five After 5
Contractual Obligations Total Year Years Years Years
- -------------------------------- ------------- ------------- ------------- ------------- -------------
Long-term debt $ 33,536,428 $ 2,064,390 $ 4,599,114 $ 5,345,441 $ 21,527,483
Capital lease obligations (1) $ 22,324 $ 14,882 $ 7,442 $ -- $ --
Operating leases (2) $ -- $ -- $ -- $ -- $ --
Other long-term obligations (3) $ -- $ -- $ -- $ -- $ --
------------- ------------- ------------- ------------- -------------
Total contractual cash
obligations $ 33,558,752 $ 2,079,272 $ 4,606,556 $ 5,345,441 $ 21,527,483
============= ============= ============= ============= =============
(1) The lease is for six golf carts, of which two were obtained for an apartment community owned by affiliates of ours.
The affiliates are reimbursing us for their portion of the costs of the golf carts.
(2) We are party to numerous small operating leases for office equipment such as copiers, postage machines and fax
machines, which represent an insignificant obligation.
(3) We are party to several annual maintenance agreements with vendors for such items as outdoor maintenance, pool
service and security systems, which represent an insignificant obligation.
Amount of Commitment Expiration Per Period
-----------------------------------------------------------
Total
Other Commercial Amounts Within One Two - Three Four - Five Over 5
Commitments Committed Year Years Years Years
- -------------------------------- ------------- ------------- ------------- ------------- -------------
Line of credit $ -- $ -- $ -- $ -- $ --
Standby letters of credit and
guarantees $ -- $ -- $ -- $ -- $ --
Other commercial
commitments (1) $ -- $ -- $ -- $ -- $ --
------------- ------------- ------------- ------------- -------------
Total commercial
commitments $ -- $ -- $ -- $ -- $ --
============= ============= ============= ============= =============
(1) We do not, as a practice, enter into long term purchase commitments for commodities or services. We may from
time to time agree to "fee for service arrangements" which are for a term of greater than one year.
Ernst & Young LLP
March 26, 2003
Report. This report has not been reissued by Andersen.
March 21, 2002
A MARYLAND LIMITED PARTNERSHIP
CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 2002 AND 2001
2002 2001
----------------- -----------------
ASSETS
Cash and equivalents $ 1,058,814 $ 60,167
Cash and equivalents - restricted 237,409 217,906
Accounts receivable, net 34,114 52,389
Land, buildings and amenities, net 42,445,109 44,986,348
Other assets 1,222,662 1,179,318
----------------- -----------------
TOTAL ASSETS $ 44,998,108 $ 46,496,128
================= =================
LIABILITIES AND PARTNERS' EQUITY
Mortgages and notes payable $ 33,536,428 $ 33,474,382
Accounts payable 614,547 932,295
Security deposits 226,593 223,533
Other liabilities 435,306 314,150
----------------- -----------------
TOTAL LIABILITIES 34,812,874 34,944,360
COMMITMENTS AND CONTINGENCIES (Note 8)
PARTNERS' EQUITY 10,185,234 11,551,768
----------------- -----------------
TOTAL LIABILITIES AND PARTNERS' EQUITY $ 44,998,108 $ 46,496,128
================= =================
A MARYLAND LIMITED PARTNERSHIP
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED DECEMBER 31, 2002, 2001 AND 2000
2002 2001 2000
------------- ------------- -------------
REVENUES
Rental income $ 10,610,589 $ 10,959,423 $ 10,433,067
Interest and other income 21,219 33,624 363,920
Gain on sale of assets 539 -- 5,188
------------- ------------- -------------
TOTAL REVENUES 10,632,347 10,993,047 10,802,175
EXPENSES
Operating expenses 2,882,559 3,046,109 2,846,334
Operating expenses - affiliated 1,594,783 1,650,630 1,397,291
Loss on disposal of assets 5,580 102,550 208,709
Interest expense 2,578,183 2,656,206 2,713,539
Management fees 546,539 561,595 558,123
Real estate taxes 883,396 979,645 948,682
Professional and administrative expenses 279,351 161,429 192,700
Professional and administrative expenses -
affiliated 390,127 408,061 325,298
Depreciation and amortization 2,801,218 2,707,127 2,410,585
------------- ------------- -------------
TOTAL EXPENSES 11,961,736 12,273,352 11,601,261
Loss before minority interest and
extraordinary item (1,329,389) (1,280,305) (799,086)
Minority interest 37,145 41,316 42,216
------------- ------------- -------------
Loss after minority interest but
before extraordinary item (1,366,534) (1,321,621) (841,302)
Extraordinary item - early extinguishment
of debt -- -- 20,721
------------- ------------- -------------
Net loss $ (1,366,534)$ (1,321,621)$ (862,023)
============= ============= =============
Net loss allocated to the limited partners:
Loss before extraordinary item $ (1,352,869)$ (1,308,405)$ (832,889)
Extraordinary item -- -- 20,514
------------- ------------- -------------
Net loss $ (1,352,869)$ (1,308,405)$ (853,403)
============= ============= =============
Net loss per limited partnership interest:
Loss before extraordinary item $ (34.79)$ (33.57)$ (21.33)
Extraordinary item -- -- 0.52
------------- ------------- -------------
Net loss per limited partnership interest $ (34.79)$ (33.57)$ (21.85)
============= ============= =============
Weighted average number of limited
partnership interests 38,889 38,974 39,053
============= ============= =============
A MARYLAND LIMITED PARTNERSHIP
CONSOLIDATED STATEMENTS OF PARTNERS' EQUITY (1)
FOR THE YEARS ENDED DECEMBER 31, 2002, 2001 AND 2000
Limited
Partners' Limited General
Interests Partners Partner Total
------------- ------------- -------------- -------------
PARTNERS' EQUITY/(DEFICIT)
Balances on January 1, 2000 39,089 $ 14,004,749 $ (193,337)$ 13,811,412
Net loss (853,403) (8,620) (862,023)
Repurchase of limited partnership
interests (100) (38,000) -- (38,000)
------------- ------------- -------------- -------------
Balances on December 31, 2000 38,989 13,113,346 (201,957) 12,911,389
Net loss (1,308,405) (13,216) (1,321,621)
Repurchase of limited partnership
interests (100) (38,000) -- (38,000)
------------- ------------- -------------- -------------
Balances on December 31, 2001 38,889 11,766,941 (215,173) 11,551,768
Net loss (1,352,869) (13,665) (1,366,534)
------------- ------------- -------------- -------------
Balances on December 31, 2002 38,889 $ 10,414,072 $ (228,838)$ 10,185,234
============= ============= ============== =============
(1) For the periods presented, there are no elements of other comprehensive income as defined by the Financial
Accounting Standards Board, Statement of Financial Accounting Standards Statement No. 130, "Reporting
Comprehensive Income."
A MARYLAND 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 $ (1,366,534)$ (1,321,621)$ (862,023)
Adjustments to reconcile net loss to net cash provided by
operating activities:
Provision for doubtful accounts 19,945 4,912 --
Write-off of uncollectible accounts receivable (14,674) (2,522) --
Loss on disposal of assets 5,580 102,550 208,709
Gain on sale of assets (539) -- (5,188)
Write-off of unamortized loan costs -- -- 20,721
Depreciation and amortization 2,870,049 2,776,352 2,496,770
Changes in assets and liabilities:
Cash and equivalents - restricted (19,503) 13,845 (22,071)
Accounts receivable 13,004 12,760 132,799
Other asset (39,980) 4,769 (170,281)
Accounts payable (317,748) 455,803 (1,186,149)
Security deposits 3,060 (37,150) 41,607
Other liabilities 121,156 34,555 53,749
Minority interest 37,145 41,316 42,216
------------- ------------- --------------
Net cash provided by operating activities 1,310,961 2,085,569 750,859
------------- ------------- --------------
CASH FLOWS FROM INVESTING ACTIVITIES
Additions to land, buildings and amenities (265,559) (295,868) (2,380,205)
Proceeds from sale of assets 539 -- 8,736
Minority interest (52,152) (59,373) (69,589)
------------- ------------- --------------
Net cash used in investing activities (317,172) (355,241) (2,441,058)
------------- ------------- --------------
CASH FLOWS FROM FINANCING ACTIVITIES
Principal payments on mortgages and notes payable (1,937,954) (1,776,487) (4,647,493)
Proceeds from mortgage loans and notes payable 2,000,000 101,493 6,484,426
Repurchase of limited partnership interests -- (38,000) (38,000)
Additions to loan costs (57,188) (4,850) (61,960)
------------- ------------- --------------
Net cash provided by (used in) financing activities 4,858 (1,717,844) 1,736,973
------------- ------------- --------------
Net increase in cash and equivalents 998,647 12,484 46,774
CASH AND EQUIVALENTS, beginning of year 60,167 47,683 909
------------- ------------- --------------
CASH AND EQUIVALENTS, end of year $ 1,058,814 $ 60,167 $ 47,683
============= ============= ==============
Interest paid on a cash basis, net of amounts capitalized $ 2,534,995 $ 2,625,265 $ 2,730,050
============= ============= ==============
A MARYLAND LIMITED PARTNERSHIP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2002, 2001 AND 2000
D) Allocation of Net Income (Loss) and Cash Distributions
2002 2001 2000
-------------- ------------- -------------
Net loss $ (1,366,534)$ (1,321,621)$ (862,023)
Items handled differently for tax purposes:
Depreciation and amortization 32,336 (189,171) (49,381)
(Gain) loss on fixed assets (4,412) 7,873 31,443
Prepaid rent and other capitalized leasing costs 99,930 37,933 (53,419)
Bad debt allowance 5,106 2,390 --
Accrued expenses (2,000) 2,000 --
Other miscellaneous expense 4,140 3,066 --
-------------- ------------- -------------
Taxable loss $ (1,231,434)$ (1,457,530)$ (933,380)
============== ============= =============
2002 2001
------------------ ------------------
Land and improvements $ 16,463,962 $ 16,460,492
Building and improvements 59,744,206 59,574,238
------------------ ------------------
76,208,168 76,034,730
Less accumulated depreciation 33,763,059 31,048,382
------------------ ------------------
$ 42,445,109 $ 44,986,348
================== ==================
2002 2001
------------------ ------------------
Mortgage payable with an insurance company,
payable in monthly installments, bearing interest at
7.74%, due October 15, 2012, secured by certain
land, buildings and amenities. $ 11,365,873 $ 11,700,216
Mortgage payable with an insurance company,
payable in monthly installments, bearing interest at
7.57%, due May 15, 2009, secured by certain land,
buildings and amenities. 6,899,113 7,691,673
Mortgage payable with an insurance company,
payable in monthly installments, bearing interest at
7.32%, due October 15, 2012, secured by certain
land, buildings and amenities. 6,542,283 6,980,987
Mortgage payable with an insurance company,
payable in monthly installments, bearing interest at
8.38%, due December 1, 2010, secured by certain
land, buildings and amenities. 3,065,058 3,135,343
Mortgage payable with an insurance company,
payable in monthly installments, bearing interest at
7.38%, due December 5, 2012, secured by certain
land and building. 2,197,714 2,341,123
Mortgage payable with an insurance company,
payable in monthly installments, bearing interest at
6.93%, due December 5, 2012, secured by certain
land, buildings and amenities. 1,989,927 --
Mortgage payable with an insurance company,
payable in monthly installments, bearing interest at
7.38%, due December 5, 2012, secured by certain
land, buildings and amenities. 1,465,143 1,560,749
Note payable to a bank, bearing interest at the Prime
Rate but not less than 6.0%, payable in monthly
installments, due March 27, 2003. On December 31,
2002, the interest rate was 6.0%. 5,807 32,958
Note payable to a bank, bearing interest at the Prime
Rate but not less than 6.0%, payable in monthly
installments, due March 27, 2003. On December 31,
2002, the interest rate was 6.0%. 5,510 31,333
------------------ ------------------
$ 33,536,428 $ 33,474,382
================== ==================
For the Years Ended December 31, Amount
- ------------------------------------ ---------------------------
2003 $ 2,064,390
2004 2,212,854
2005 2,386,260
2006 2,572,314
2007 2,773,127
Thereafter 21,527,483
---------------------------
$ 33,536,428
===========================
For the Years Ended December 31, Amount
- ------------------------------------ ---------------------------
2003 $ 423,800
2004 405,941
2005 289,509
2006 171,328
2007 171,328
Thereafter 14,277
---------------------------
$ 1,476,183
===========================
Note 7 - Related Party Transactions
For the Years Ended December 31,
---------------------------------------------------------
2002 2001 2000
------------------ ------------------ -----------------
Property management fees $ 546,539 $ 561,595 $ 558,123
------------------ ------------------ -----------------
Property management 1,019,792 1,078,558 890,447
Leasing 193,428 191,425 183,407
Administrative - operating 339,753 307,410 313,576
Other 41,810 73,237 9,861
------------------ ------------------ -----------------
Total operating expenses - affiliated 1,594,783 1,650,630 1,397,291
------------------ ------------------ -----------------
Professional and administrative expenses - affiliated 390,127 408,061 325,298
------------------ ------------------ -----------------
Repairs and maintenance fees 12,385 32,703 43,418
Fixed assets -- -- 299
Leasing commissions 8,515 -- 14,586
Construction management -- 2,174 107,776
------------------ ------------------ -----------------
Total related party transactions capitalized 20,900 34,877 166,079
------------------ ------------------ -----------------
Total related party transactions $ 2,552,349 $ 2,655,163 $ 2,446,791
================== ================== =================
2002
---------------------------------------------------------
Residential Commercial Total
----------------- ------------------ ------------------
Rental income $ 9,999,631 $ 610,958 $ 10,610,589
Interest and other income 10,915 2,956 13,871
Gain on sale of assets 539 -- 539
----------------- ------------------ ------------------
Total revenues $ 10,011,085 $ 613,914 $ 10,624,999
----------------- ------------------ ------------------
Operating expenses $ 4,139,268 $ 338,074 $ 4,477,342
Interest expense 840,145 -- 840,145
Loss on disposal of assets 5,580 -- 5,580
Management fees 509,300 37,239 546,539
Real estate taxes 857,879 25,517 883,396
Depreciation and amortization 2,527,785 183,967 2,711,752
----------------- ------------------ ------------------
Total expenses $ 8,879,957 $ 584,797 $ 9,464,754
----------------- ------------------ ------------------
Net income $ 1,131,128 $ 29,117 $ 1,160,245
================= ================== ==================
Land, buildings and amenities, net $ 40,189,678 $ 2,243,770 $ 42,433,448
================= ================== ==================
Expenditures for land, buildings and
amenities $ 83,937 $ 181,622 $ 265,559
================= ================== ==================
Segment liabilities $ 13,375,308 $ 90,115 $ 13,465,423
================= ================== ==================
2001
---------------------------------------------------------
Residential Commercial Total
----------------- ------------------ ------------------
Rental income $ 10,102,931 $ 856,492 $ 10,959,423
Interest and other income 20,812 2,181 22,993
----------------- ------------------ ------------------
Total revenues $ 10,123,743 $ 858,673 $ 10,982,416
----------------- ------------------ ------------------
Operating expenses $ 4,294,594 $ 393,742 $ 4,688,336
Interest expense 828,955 -- 828,955
Loss on disposal of assets 102,550 -- 102,550
Management fees 508,842 52,753 561,595
Real estate taxes 945,165 34,480 979,645
Professional and administrative -- -- --
Depreciation and amortization 2,422,606 195,055 2,617,661
----------------- ------------------ ------------------
Total expenses $ 9,102,712 $ 676,030 $ 9,778,742
----------------- ------------------ ------------------
Net income $ 1,021,031 $ 182,643 $ 1,203,674
================= ================== ==================
Land, buildings and amenities, net $ 42,715,277 $ 2,251,634 $ 44,966,911
================= ================== ==================
Expenditures for land, buildings and
amenities $ 295,321 $ 547 $ 295,868
================= ================== ==================
Segment liabilities $ 12,312,985 $ 76,727 $ 12,389,712
================= ================== ==================
2000
---------------------------------------------------------
Residential Commercial Total
----------------- ------------------ ------------------
Rental income $ 9,596,768 $ 836,299 $ 10,433,067
Interest and other income 333,430 12,223 345,653
Gain on sale of assets 5,188 -- 5,188
----------------- ------------------ ------------------
Total revenues $ 9,935,386 $ 848,522 $ 10,783,908
----------------- ------------------ ------------------
Operating expenses $ 3,870,165 $ 373,460 $ 4,243,625
Interest expense 869,312 -- 869,312
Loss on disposal of assets 197,893 10,816 208,709
Management fees 506,603 51,520 558,123
Real estate taxes 915,267 33,415 948,682
Depreciation and amortization 2,117,229 204,035 2,321,264
----------------- ------------------ ------------------
Total expenses $ 8,476,469 $ 673,246 $ 9,149,715
----------------- ------------------ ------------------
Net income $ 1,458,917 $ 175,276 $ 1,634,193
================= ================== ==================
Land, buildings and amenities, net $ 45,021,285 $ 2,450,231 $ 47,471,516
================= ================== ==================
Expenditures for land, buildings and
amenities $ 2,284,937 $ 95,268 $ 2,380,205
================= ================== ==================
Segment liabilities $ 12,393,240 $ 416,776 $ 12,810,016
================= ================== ==================
2002 2001 2000
----------------- ----------------- ------------------
NET REVENUES
Revenues for reportable segments $ 10,624,999 $ 10,982,416 $ 10,783,908
Interest and other income for Partnership 7,348 10,631 18,267
----------------- ----------------- ------------------
Total consolidated net revenues $ 10,632,347 $ 10,993,047 $ 10,802,175
================= ================= ==================
OPERATING EXPENSE
Operating expense for reportable segments $ 4,477,342 $ 4,688,336 $ 4,243,625
Operating expense for Partnership -- 8,403 --
----------------- ----------------- ------------------
Total consolidated operating expense $ 4,477,342 $ 4,696,739 $ 4,243,625
================= ================= ==================
INTEREST EXPENSE
Interest expense for reportable segments $ 840,145 $ 828,955 $ 869,312
Interest expense for Partnership 1,738,038 1,827,251 1,844,227
----------------- ----------------- ------------------
Total interest expense $ 2,578,183 $ 2,656,206 $ 2,713,539
================= ================= ==================
DEPRECIATION AND AMORTIZATION
Depreciation and amortization for
reportable segments $ 2,711,752 $ 2,617,661 $ 2,321,264
Depreciation and amortization for Partnership 89,466 89,466 89,321
----------------- ----------------- ------------------
Total depreciation and amortization $ 2,801,218 $ 2,707,127 $ 2,410,585
================= ================= ==================
NET INCOME (LOSS)
Net income for reportable segments $ 1,160,245 $ 1,203,674 $ 1,634,193
Less minority interest 37,145 41,316 42,216
Plus net loss for Partnership after
extraordinary item (2,489,634) (2,483,979) (2,454,000)
----------------- ----------------- ------------------
Total net loss after extraordinary item $ (1,366,534) $ (1,321,621)$ (862,023)
================= ================= ==================
LAND, BUILDINGS AND AMENITIES
Land, buildings and amenities for
reportable segments $ 42,433,448 $ 44,966,911 $ 47,471,516
Land, buildings and amenities for Partnership 11,661 19,437 27,210
----------------- ----------------- ------------------
Total land, buildings and amenities $ 42,445,109 $ 44,986,348 $ 47,498,726
================= ================= ==================
LIABILITIES
Liabilities for reportable segments $ 13,465,423 $ 12,389,712 $ 12,810,016
Liabilities for Partnership (1) 21,347,451 22,554,648 23,356,130
----------------- ----------------- ------------------
Total liabilities $ 34,812,874 $ 34,944,360 $ 36,166,146
================= ================= ==================
(1) These amounts primarily represent the mortgages held by us secured by the assets of the operating segments.
For the Quarters Ended
--------------------------------------------------------------------
2002 March 31 June 30 September 30 December 31
- ------------------------------------ --------------- ---------------- --------------- ----------------
Total revenues $ 2,614,005 $ 2,593,880 $ 2,679,801 $ 2,744,661
Total expenses 2,977,868 2,861,474 3,104,658 3,017,736
Minority interest 7,149 8,836 9,043 12,117
Net loss (371,012) (276,430) (433,900) (285,192)
Net loss allocated to the
limited partners (367,302) (273,666) (429,561) (282,340)
Net loss per limited partnership
interest (9.44) (7.04) (11.05) (7.26)
For the Quarters Ended
--------------------------------------------------------------------
2001 March 31 June 30 September 30 December 31
- ------------------------------------ --------------- ---------------- --------------- ----------------
Total revenues $ 2,618,078 $ 2,745,064 $ 2,899,118 $ 2,730,787
Total expenses 2,953,359 3,051,226 3,164,778 3,103,989
Minority interest 12,682 10,110 10,214 8,310
Net loss (347,963) (316,272) (275,874) (381,512)
Net loss allocated to the
limited partners (344,483) (313,109) (273,115) (377,698)
Net loss per limited partnership
interest (8.84) (8.03) (7.00) (9.70)
ORIG, LLC 18,237 Interests (46.89%)
10172 Linn Station Rd.
Louisville, Kentucky 40223
J. D. Nichols 54.05%
10172 Linn Station Road
Louisville, Kentucky 40223
NTS Capital Corporation 9.95%
10172 Linn Station Road
Louisville, Kentucky 40223
For the Years Ended December 31,
---------------------------------------------------------
2002 2001 2000
------------------ ------------------ -----------------
Property management fees $ 546,539 $ 561,595 $ 558,123
------------------ ------------------ -----------------
Property management 1,019,792 1,078,558 890,447
Leasing 193,428 191,425 183,407
Administrative - operating 339,753 307,410 313,576
Other 41,810 73,237 9,861
------------------ ------------------ -----------------
Total operating expenses - affiliated 1,594,783 1,650,630 1,397,291
------------------ ------------------ -----------------
Professional and administrative expenses - affiliated 390,127 408,061 325,298
------------------ ------------------ -----------------
Repairs and maintenance fees 12,385 32,703 43,418
Fixed assets -- -- 299
Leasing commissions 8,515 -- 14,586
Construction management -- 2,174 107,776
------------------ ------------------ -----------------
Total related party transactions capitalized 20,900 34,877 166,079
------------------ ------------------ -----------------
Total related party transactions $ 2,552,349 $ 2,655,163 $ 2,446,791
================== ================== =================
Schedules Page No.
III-Real Estate and Accumulated Depreciation 55-58
Exhibit No.
3. Amended and Restated Agreement and Certificate of Limited Partnership *
of NTS-Properties VI, a Maryland limited partnership.
3a. First Amendment to Amended and Restated Agreement of Limited **
Partnership of NTS-Properties VI, a Maryland limited partnership.
10. Property Management Agreement and Construction Agreement *
between NTS Development Company and NTS-Properties VI,
a Maryland limited partnership.
99.1 Certification of Chief Executive Officer Pursuant to Section 906 ***
of the Sarbanes-Oxley Act of 2002.
99.2 Certification of Chief Financial Officer Pursuant to Section 906 ***
of the Sarbanes-Oxley Act of 2002.
* Incorporated by reference to documents filed with the Securities and Exchange Commission
in connection with the filing of the Registration Statements on Form S-11 on March 22, 1985
(effective June 25, 1985) under Commission File No. 2-96583.
** Incorporated by reference to Form 10-K filed with the Securities and Exchange Commission
for the fiscal year ended December 31, 1987 (Commission File No. 0-14695).
*** Attached as an exhibit with this Form 10-K.
A MARYLAND LIMITED PARTNERSHIP
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
AS OF DECEMBER 31, 2002
Park Place
Willow Lake Apartments
Apartments Phase III
--------------- ----------------
Encumbrances (A) (A)
Initial cost to Partnership:
Land $ 3,770,328 $ 2,411,441
Buildings and improvements 12,616,655 11,156,959
Cost capitalized subsequent to acquisition:
Improvements 412,785 9,597
Gross amount at which carried
December 31, 2002: (B)
Land 3,775,281 2,412,127
Buildings and improvements 13,024,487 11,165,870
--------------- ----------------
Total $ 16,799,768 $ 13,577,997
=============== ================
Accumulated depreciation $ 8,354,415 $ 2,177,720
=============== ================
Date of construction 3/85 5/00
Date acquired N/A N/A
Life at which depreciation in latest income
statement is computed (C) (C)
(A) First mortgage held by an insurance company.
(B) Total aggregate cost of real estate for tax purposes is approximately $76,299,000.
(C) Depreciation is computed using the straight-line method over the estimated useful lives of the assets which are 5-30
years for land improvements, 5-30 years for buildings and improvements, 3-30 years for amenities and the
applicable lease term for tenant improvements.
A MARYLAND LIMITED PARTNERSHIP
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
AS OF DECEMBER 31, 2002
Park Place
Sabal Park Apartments
Apartments Phase I
--------------- ----------------
Encumbrances (A) (B)
Initial cost to Partnership:
Land $ 3,063,046 $ 2,320,938
Buildings and improvements 8,417,719 9,630,935
Cost capitalized subsequent to
acquisition:
Improvements 338,655 217,928
Gross amount at which carried
December 31, 2002:
Land 3,113,211 2,366,784
Buildings and improvements 8,706,209 9,803,017
--------------- ----------------
Total $ 11,819,420 $ 12,169,801
=============== ================
Accumulated depreciation $ 6,200,324 $ 6,137,931
=============== ================
Date of construction 06/84 04/84
Date acquired N/A N/A
Life at which depreciation in latest
income statement is computed (C) (C)
(A) First mortgage held by two insurance companies.
(B) First mortgage held by an insurance company.
(C) Depreciation is computed using the straight-line method over the estimated useful lives of the assets which are 5-30
years for land improvements, 5-30 years for buildings and improvements, 3-30 years for amenities and the
applicable lease term from tenant improvements.
A MARYLAND LIMITED PARTNERSHIP
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
AS OF DECEMBER 31, 2002
Plainview Total
Golf Brook Point III Office Pages
Apartments Building 55-57
--------------- ---------------- ---------------
Encumbrances (A) (A)
Initial cost to Partnership:
Land $ 3,897,193 $ 837,550 $ 16,300,496
Buildings and improvements 12,776,885 2,387,013 56,986,166
Cost capitalized subsequent to
acquisition:
Improvements 427,919 1,475,750 2,882,634
Gross amount at which carried
December 31, 2002:
Land 3,941,535 855,024 16,463,962
Buildings and improvements 13,160,462 3,845,289 59,705,334
--------------- ---------------- ---------------
Total $ 17,101,997 $ 4,700,313 $ 76,169,296
=============== ================ ===============
Accumulated depreciation $ 8,408,915 $ 2,456,543 $ 33,735,848
=============== ================ ===============
Date of construction 05/88 01/88
Date acquired N/A N/A
Life at which depreciation in latest
income statement is computed (B) (B)
(A) First mortgage held by an insurance company.
(B) Depreciation is computed using the straight-line method over the estimated useful lives of the assets which are 5-30
years for land improvements, 5-30 years for building and improvements, 3-30 years for amenities and the applicable
lease term for tenant improvements.
(C) Reconciliation net of accumulated depreciation to consolidated financial statements:
Total gross cost on December 31, 2002 $ 76,169,296
Additions to Partnership for computer hardware and software 38,872
---------------
Balance on December 31, 2002 76,208,168
Less accumulated depreciation - per above 33,735,848
Less accumulated depreciation for Partnership computer hardware and software 27,211
---------------
Land, buildings and amenities, net on December 31, 2002 $ 42,445,109
===============
A MARYLAND LIMITED PARTNERSHIP
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
FOR THE YEARS ENDED DECEMBER 31, 2002, 2001 AND 2000
Real Accumulated
Estate Depreciation
------------------ ------------------
Balances on January 1, 2000 $ 74,053,027 $ 26,313,544
Additions during period:
Improvements 2,380,205 --
Depreciation (A) -- 2,408,705
Deductions during period:
Retirements (510,455) (298,198)
------------------ ------------------
Balances on December 31, 2000 75,922,777 28,424,051
Additions during period:
Improvements 295,868 --
Depreciation (A) -- 2,705,696
Deductions during period:
Retirements (183,915) (81,365)
------------------ ------------------
Balances on December 31, 2001 76,034,730 31,048,382
Additions during period:
Improvements 265,559 --
Depreciation (A) -- 2,801,218
Deductions during period:
Retirements (92,121) (86,541)
------------------ ------------------
Balances on December 31, 2002 $ 76,208,168 $ 33,763,059
================== ==================
(A) The additions charged to accumulated depreciation on this schedule will differ from the depreciation and
amortization on the Consolidated Statements of Cash Flows due to the amortization of loan costs, capitalized leasing
costs and special tenant allowance.
NTS-PROPERTIES VI,
A Maryland Limited Partneship
By: NTS-Properties Associates VI,
General Partner
By: NTS Capital Corporation,
General Partner
/s/ Gregory A. Wells
Gregory A. Wells
Chief Financial Officer of
NTS Capital Corporation
Date: March 31, 2003
Signature Title
/s/ J. D. Nichols
J. D. Nichols General Partner of NTS-Properties Associates VI and
Chairman of the Board and Sole Director of NTS
Capital Corporation
/s/ Brian F. Lavin
Brian F. Lavin President of NTS Capital Corporation
/s/ Gregory A. Wells
Gregory A. Wells Chief Financial Officer of NTS Capital Corporation
President of NTS Capital Corporation, General Partner of NTS-Properties Associates VI, General Partner of NTS-
Properties VI, a Maryland Limited Partnership
Chief Financial Officer of NTS Capital Corporation, General Partner of NTS-Properties Associates VI, General Partner
of NTS-Properties VI, a Maryland Limited Partnership