Resource Real Estate Investors 6 LP - FORM 10-K

Attached files

file	filename
EX-32.2 - EXHIBIT 32.2 - Resource Real Estate Investors 6 LP	r6-20171231xex322.htm
EX-32.1 - EXHIBIT 32.1 - Resource Real Estate Investors 6 LP	r6-20171231xex321.htm
EX-31.2 - EXHIBIT 31.2 - Resource Real Estate Investors 6 LP	r6-20171231xex312.htm
EX-31.1 - EXHIBIT 31.1 - Resource Real Estate Investors 6 LP	r6-20171231xex311.htm

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-K

(Mark One)

þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE

ACT OF 1934

For the fiscal year ended December 31, 2017

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE

ACT OF 1934

For the transition period from _________ to __________

Commission file number 0-53652

Resource Real Estate Investors 6, L.P.

(Exact name of registrant as specified in its charter)



Delaware		37-1548084
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification No.)

One Crescent Drive, Suite 203, Navy Yard Corporate Center, Philadelphia, PA 19112

(Address of principal executive offices) (Zip Code)

(215) 231-7050

(Registrant's telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act: Limited Partnership Units

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No þ

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o No þ

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 þ No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes þ No o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. þ

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.



Large accelerated filer	¨		Accelerated filer	¨
Non-accelerated filer	¨	(Do not check if a smaller reporting company)	Smaller reporting company	þ
Emerging Growth Company	¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No þ

There is no public market for the Registrant' securities.

Documents Incorporated by Reference: None

RESOURCE REAL ESTATE INVESTORS 6, L.P.

INDEX TO ANNUAL REPORT

ON FORM 10-K



			Page

PART I
	Item 1:	Business	4
	Item 1A:	Risk Factors	6
	Item 1B:	Unresolved Staff Comments	6
	Item 2:	Properties	6
	Item 3:	Legal Proceedings	6
	Item 4:	Mine Safety Disclosures	6

PART II
	Item 5:	Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	7
	Item 6	Selected Financial Data	7
	Item 7:	Management’s Discussion and Analysis of Financial Condition and Results of Operations	7
	Item 7A:	Quantitative and Qualitative Disclosures About Market Risk	11
	Item 8:	Financial Statements and Supplementary Data	12
	Item 9:	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	25
	Item 9A:	Controls and Procedures	25
	Item 9B:	Other Information	25

PART III
	Item 10:	Directors, Executive Officers and Corporate Governance	26
	Item 11:	Executive Compensation	27
	Item 12:	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	28
	Item 13:	Certain Relationships and Related Transactions, and Director Independence	28
	Item 14:	Principal Accounting Fees and Services	30

PART IV
	Item 15:	Exhibits and Financial Statement Schedules	31

SIGNATURES			32

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

The information contained in this Annual Report on Form 10-K (this “Report”) include “forward-looking statements.” Forward-looking statements relate to expectations, beliefs, projections, future plans and strategies, anticipated events or trends and similar expressions concerning matters that are not historical facts. In some cases, you can identify forward-looking statements by terms such as “anticipate,” “believe,” “could,” “estimate,” “expects,” “intend,” “may,” “plan,” “potential,” “project,” “should,” “will” and “would” or the negative of these terms or other comparable terminology.

Forward-looking statements contained in this report are based on our beliefs, assumptions and expectations for our future performance, taking into account all information currently available to us. These beliefs, assumptions and expectations can change as a result of many possible events or factors, not all of which are known to us or are within our control. If a change occurs, our business, financial condition, liquidity and results of operations may vary materially from those expressed in our forward-looking statements. Forward-looking statements we make in this report are subject to various risks and uncertainties that could cause actual results to vary from our forward-looking statements, including:


•	changes in our industry, interest rates or the general economy;


•	decrease in occupancy rates;


•	increased rates of tenant default;


•	increases in operating expenses at our properties;


•	increases in capital expenditures to maintain or enhance our properties;


•	the timing of cash flows, if any, from our investments and payments for debt service;


•	the degree and nature of the competition in the geographic areas in which our properties are located; and


•	availability and retention of qualified personnel to manage and operate our properties.

We caution you not to place undue reliance on these forward-looking statements which speak only as of the date of this report. All subsequent written and oral forward-looking statements attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. Except to the extent required by applicable law or regulation, we undertake no obligation to update these forward-looking statements to reflect events or circumstances after the date of this filing or to reflect the occurrence of unanticipated events.

As used herein, the terms “we,” “us,” or “our” refer to Resource Real Estate Investors 6, L.P.

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PART I


ITEM 1.	BUSINESS

General

Resource Real Estate Investors 6, L.P. is a Delaware limited partnership which was formed on July 26, 2007 and commenced operations on October 1, 2007. We previously owned in fee, operated and invested in multifamily residential rental properties, which we refer to as the Properties, located in Texas. We also invested in subordinated notes secured by multifamily residential rental properties located in California and Nevada, which we refer to as Real Estate Debt Investments. We refer to the Properties and Real Estate Debt Investments collectively as Real Estate Investments. We currently do not own any real property or real estate debt investments and do not anticipate owning any real property or real estate debt investments. We have disposed of all Real Estate Investments and are in the process of liquidating the partnership.

Our general partner, Resource Capital Partners, LLC ("RCP"), or the General Partner, is in the business of sponsoring and managing real estate investment limited partnerships and tenant in common programs. Our General Partner operated and managed our Real Estate Investments on our behalf, and was responsible for evaluating, managing, refinancing, and selling our Real Estate Investments on our behalf. Our General Partner is an indirect wholly owned subsidiary of Resource America, Inc. ("Resource America", or "RAI"), a company operating in the real estate, financial fund management and commercial finance sectors.

RAI is a wholly-owned subsidiary of C-III Capital Partners LLC ("C-III"), a leading commercial real estate services company engaged in a broad range of activities. C-III indirectly controls RCP and all of the units of the Partnership currently owned by RCP.

Our General Partner has complete and exclusive discretion in the management of our business. Our limited partnership agreement originally provided for our term to expire on July 30, 2015. On June 29, 2015, by written notice to the partners, the General Partner elected to extend the term for one year to July 30, 2016. On May 20, 2016, by written notice to the partners, the General Partner elected to extend the term for one additional year to July 30, 2017 to maximize the Partnership's return to its partners. The Partnership has substantially completed the process of dissolution through the strategic disposal of assets. On December 1, 2015, the Partnership sold its interest in both Coach Lantern and Foxcroft. Memorial Towers was sold on May 9, 2016. Villas of Henderson Pass was sold on September 26, 2016. Park Hill was sold on June 1, 2017.

Our Management

As we do not have any officers, directors or employees, we rely solely on the officers and employees of our General Partner and its affiliates for the management of our Real Estate Investments. Our General Partner and its affiliates, Resource Real Estate Management, LLC and Resource Real Estate, LLC, also conduct business activities of their own in which we have no economic interest. Employees of our General Partner and its affiliates who provide us with services are not required to work full-time on our affairs. These employees devote significant time to the affairs of our General Partner and its affiliates and are compensated by our General Partner and its affiliates for the services rendered to them. There may be significant conflicts between us and our General Partner and its affiliates regarding the availability of those employees to manage us and our Real Estate Investments.

Real Estate Manager

Resource Real Estate Management, LLC, or Resource Real Estate Management, a wholly owned subsidiary of our General Partner, managed or supervised the management of our Real Estate Investments under a real estate management agreement with us or our subsidiary holding legal title to a particular Real Estate Investment. Resource Real Estate Management is a Delaware limited liability company that was formed in 2005 for the purpose of managing the real estate investments of our General Partner and its affiliates either for their own account or for other real estate programs. Resource Real Estate Management, LLC, d/b/a Resource Residential, is a subsidiary of US Residential Group LLC ("USRG"), a Dallas-based property manager that is a wholly owned subsidiary of C-III, and managed our residential real estate investments for Resource Real Estate Management. For a discussion of the management fee payable under these arrangements, see Item 13.

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Distribution Allocations

Distributable cash, which includes both distributable cash from operations as well as from capital transactions, will be distributed as described below.

Distributable cash from operations is distributed in the following order of priority:


•	first, 100% to the limited partners until they have each received distributions from us, including distributions of distributable cash from capital transactions, equal to their respective preferred return of 8.25% if they subscribed for their units on or before December 31, 2007 or 8% if they subscribed for their units after December 31, 2007, which we refer to as the Preferred Return; and


•	thereafter, 80% to the limited partners and 20% to our General Partner.

Distributable cash from capital transactions, which includes cash received from the sale or refinancing of a property, or the sale or repayment in full of all outstanding principal and interest due and owing to us on a Real Estate Debt Investment, is distributed in the following order of priority:


•	first, 100% to our limited partners until they have each received distributions from us, including distributions of distributable cash from operations, equal to their respective Preferred Return;


•	second, 100% to our limited partners until their respective adjusted capital contribution has been reduced to zero; and


•	thereafter, 80% to our limited partners and 20% to our General Partner.

An adjusted capital contribution is the amount originally paid for the limited partnership interest, less previous distributions of distributable cash from capital transactions.

Redemption of Units

We are permitted, in our General Partner’s sole discretion, to redeem units upon a unitholder’s request. However, we have no obligation to redeem units, and we can decline to redeem units for any reason. For example, if our General Partner determines that we do not have the necessary cash flow, taking into account future distributions to our other limited partners, investments, and foreseeable operating expenses, a unitholder’s request may be declined. In addition, our General Partner may not approve the redemption of units if it concludes that the redemption might cause our total unit transfers in the year, subject to certain exceptions, to exceed 2% of our total capital or profits interests. All of these determinations are subjective and will be made in our General Partner’s sole discretion. We will also determine the redemption price based on provisions set forth in the First Amended and Restated Agreement of Limited Partnership, or the Partnership Agreement. To the extent the formula for arriving at the redemption price has any subjective determinations, they will fall within the sole discretion of our General Partner. If we lack the requisite liquidity to redeem the units, our General Partner, in its sole discretion, may purchase the units on generally the same terms as we would have redeemed the units. As of the date of this Annual Report on Form 10-K, 11,602 units have been redeemed for an average redemption price of $7.65 per unit. During the years ended December 31, 2017 and 2016, we did not receive any redemption requests.

Sale of Units

From October 1, 2007 through May 19, 2008, we privately sold our limited partnership units at $10.00 per unit to accredited investors, as that term is defined in Rule 501(a) of Regulation D of the Securities Act of 1933, as amended. We sold a total of 3,713,492 units, including 204,678 units to our General Partner, for total proceeds, before commissions, fees and expenses, of approximately $36.8 million. We refer to these sales as the Offering. Resource Securities, LLC, an affiliate of our General Partner, served as the dealer-manager in the Offering.

Available Information

We file annual, quarterly and current reports with the Securities and Exchange Commission, or SEC. The public may read and copy any materials we file with the SEC at the SEC's Public Reference Room at 100 F Street, NE, Washington, DC 20549. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains an internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. The internet address of the SEC site is http://www.sec.gov.

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ITEM 1A.	RISK FACTORS

Omitted as permitted under rules applicable to smaller reporting companies.


ITEM 1B.	UNRESOLVED STAFF COMMENTS

Omitted as permitted under rules applicable to smaller reporting companies.


ITEM 2.	PROPERTIES

See Item 7 - “Overview.”


ITEM 3.	LEGAL PROCEEDINGS

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

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PART II


ITEM 5.	MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUTY SECURITIES

Our limited partnership units are not publicly traded. There is no established market for our limited partnership units and it is unlikely that any will develop. As of December 31, 2017, there were 595 holders of record of our limited partnership units.

We have paid distributions monthly. No distributions were paid to the General Partner for either 2017 or 2016, except for distributions on the limited partnership units it owns. Total distributions paid to limited partners for those years were $10.7 million and $15.7 million, respectively. The following table details these distributions by month:



	December 31, 2017				December 31, 2016
	Distributions		Per Unit		Distributions		Per Unit
January	$	25,731	$	0.007	$	65,142	$	0.018
February	25,731		0.007		65,142		0.018
March	25,731		0.007		65,142		0.018
April	25,732		0.007		65,142		0.018
May	25,732		0.007		7,548,956		2.039
June	25,732		0.007		48,900		0.013
July	9,499,994		2.566		48,900		0.013
August	—		—		48,900		0.013
September	549,994		0.149		48,900		0.013
October	—		—		7,525,614		2.033
November	—		—		94,883		0.026
December	540,281		0.146		25,731		0.007
Total distributions for the year	$	10,744,658	$	2.903	$	15,651,352	$	4.229

We do not have any equity compensation plans.


ITEM 6.	SELECTED FINANCIAL DATA

Selected financial data has been omitted as permitted under rules applicable to smaller reporting companies.


ITEM 7.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion relates to our financial statements and should be read in conjunction with the financial statements and notes thereto appearing elsewhere in this Report. Statements contained in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” that are not historical facts may be forward-looking statements. Such statements are subject to certain risks and uncertainties, which could cause actual results to materially differ from those projected. See “Cautionary Note Regarding Forward-Looking Statements.”

Overview

We are a Delaware limited partnership that was formed on July 26, 2007 and commenced operations on October 1, 2007. Through our wholly owned subsidiaries, we owned in fee, operated and invested in multifamily residential rental properties. We also invested through a wholly owned subsidiary in subordinated notes secured by multifamily residential rental properties. As of December 31, 2017, we did not own any Real Estate Investments.

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During the year ended December 31, 2017, we sold our remaining multifamily residential property. As of December 31, 2017, we no longer own any properties. The following table presents our former properties ("Property" or "Properties"):



Subsidiary / Property	Purchase Date	Disposition Date
RRE Memorial Towers Holdings, LLC, or Memorial Towers ⁽¹⁾	12/18/2007	5/9/2016
RRE Villas Holdings, LLC, or Villas ⁽²⁾	12/27/2007	9/26/2016
RRE Coach Lantern Holdings, LLC, or Coach Lantern ⁽³⁾	1/29/2008	12/1/2015
RRE Foxcroft Holdings, LLC, or Foxcroft ⁽⁴⁾	1/29/2008	12/1/2015
RRE Park Hill Holdings, LLC, or Park Hill ⁽⁵⁾	2/29/2008	6/1/2017

_____________

(1) Memorial Towers was a 112 unit multifamily apartment complex in Texas.

(2) Villas was a 228 unit multifamily apartment complex in Texas.

(3) Coach Lantern was a 90 unit multifamily complex in Maine.

(4) Foxcroft was a 104 unit multifamily apartment complex in Maine.

(5) Park Hill was a 288 unit multifamily apartment complex in Texas.

The Partnership also owns a 100% interest in RRE Funding II, LLC ("Funding"), which owned a subordinated note, Southern Cove ("Southern Cove"), with a face value of $500,000. Funding had owned a second nonperforming subordinated note, Acacia Park ("Acacia"), which had a face value of $2 million. Both notes went into default in 2009. During the year ended December 31, 2012, the notes were deemed uncollectible and charged off. On May 16, 2017, the Southern Cove borrower paid off the note in the amount of $500,000 plus $50,000 in late payment penalties. The senior note to which Acacia was subordinated was partially paid off via refinance in July 2016. The refinancing proceeds were not sufficient for Funding to recover any portion of the note. The Partnership no longer owns these notes and RCP no longer manages the investments.

Results of Operations

We generated our income from the net revenues we received from our Properties. In addition to rental revenues, we generated funds from the sales of our Properties. In May 2017, we also received funds from the repayment of our investment in Southern Cove.

Our operating results and cash flows from our Properties were affected by four principal factors:


Ÿ	occupancy and rental rates,


Ÿ	property operating expenses,


Ÿ	interest rates on the related financing, and


Ÿ	capital expenditures.

Prior to their sales, the amount of rental revenues from our Properties was dependent upon their occupancy rates and concessions granted. We sought to maximize our rental revenue through aggressive property-level programs, in particular, our Lease Rent Optimizer, or LRO, program which includes rent concessions and a substantial capital improvements program. Under our LRO program, we sought to price our rents for apartments units on a daily basis, based upon inventory in the marketplace and competitors' pricing.

We sought to control operating expenses through our General Partner’s automated purchase order system that compares actual to budgeted expenses and requires management approval of variances, and through the use of third-party service providers to seek best available pricing.

Financing was established at a fixed rate of interest, and accordingly, our interest cost has remained stable during the period of our ownership of the Properties. From March 2017 through the date of the sale of Park Hill, the financing converted to a floating rate, which did not result in a significant fluctuation in interests costs.

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Year Ended December 31, 2017 Compared to Year Ended December 31, 2016

The following table sets forth the results of our operations for the periods indicated (in thousands, except per unit data):



	December 31						Increase (Decrease)
	2017			2016			Amount			Percent
REVENUES
Rental income and other income	$	1,147		$	5,167		$	(4,020	)	(78	)%
Interest income	50			—			50			—	%
Total revenues	1,197			5,167			(3,970		)	(77	)%

OPERATING EXPENSES
Insurance	24			196			(172		)	(88	)%
Real estate taxes	179			853			(674		)	(79	)%
Operating expenses	591			2,059			(1,468		)	(71	)%
Management fees- related party	98			443			(345		)	(78	)%
General and administrative	306			585			(279		)	(48	)%
Depreciation and amortization	151			879			(728		)	(83	)%
Total operating expenses	1,349			5,015			(3,666		)	(73	)%
NET OPERATING INCOME (LOSS)	(152		)	152			(304		)	(200	)%

OTHER INCOME
Interest expense, net	(231		)	(1,254		)	1,023			(82	)%
Gain on sale of rental properties, net	7,405			17,435			(10,030		)	(58	)%
Loss on disposal of fixed assets	(2		)	(19		)	17			(89	)%
Loss on extinguishment of debt	—			(226		)	226			(100	)%
Gain on recovery of mezzanine note	500			—			500			—	%
Total other income	7,672			15,936			(8,264		)	(52	)%

NET INCOME	$	7,520		$	16,088		$	(8,568	)	(53	)%

Revenues

Revenues for the year ended 2017 as compared to the year ended 2016 decreased by $4.0 million, or 78%, due to the elimination of revenue related to the following properties sold in 2016 and 2017: Memorial Towers, Villas of Henderson and Park Hill.

Expenses

We attribute the decrease in expenses set forth below, principally to the sale of Properties:


Ÿ	a $2.3 million decrease in rental operating expenses principally reflecting the following:


•	$172,000 decrease in insurance expense;


•	$674,000 decrease in real estate tax expense; and


•	$1.5 million decrease in operating expenses.


Ÿ	a $345,000 decrease in management fees corresponding to the decrease in revenues attributable to the sale of Properties.


•	a $279,000 decrease in general and administrative expenses; and


Ÿ	a $728,000 decrease in depreciation and amortization due to the disposal of assets and sale of Properties.

Other income (expense)

Other income for the year ended 2017 decreased by $8.3 million, or 52%, as compared to the year ended 2016. The $10 million decrease in gain on sale relates to the sale of Properties. The $1 million decrease in interest expense is primarily due to the payoff of outstanding borrowings in conjunction with the sale of Properties.

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The following table sets forth our gain on sale of Properties included in Other income (in thousands):



Multifamily Community	Location	Sale Date	Contract Sales Price		Gain on Sale
2017 Dispositions
Park Hill	San Antonio, Texas	6/1/2017	$	19,500	$	7,405
			$	19,500	$	7,405

2016 Dispositions
Memorial Towers	Houston, Texas	5/9/2016	$	18,000	$	9,739
Villas	San Antonio, Texas	9/26/2016	18,000		7,684
Coach Lantern - additional gain recognized	Scarborough, Maine	12/1/2015	—		12
Foxcroft - additional gain recognized	Scarborough, Maine	12/1/2015	—		1
			$	36,000	$	17,435

Liquidity and Capital Resources

The following table sets forth our net sources and uses of cash (in thousands):



	Years Ended
	December 31,
	2017			2016
Net cash provided by (used in) operating activities ⁽¹⁾	$	129		$	(3,319	)
Net cash provided by investing activities	9,447			17,471
Net cash used in financing activities	(10,829		)	(15,869		)
Net (decrease) in cash	$	(1,253	)	$	(1,717	)

_______________


(1)	Including changes in operating assets and liabilities.

As a result of operations and the sales of our Properties, we generated enough funds to cover operating expenses, capital expenditures and monthly distributions. Moreover, we generated enough funds to distribute the limited partner's Preferred Return as well as to pay the subordinated investment management fees owed to the General Partner.

As of December 31, 2017, the Partnership no longer owns any Properties and is in the process of liquidating its operations.

We have no mortgage financing outstanding as of December 31, 2017. For more information regarding mortgage financing with respect to each Property, see Note 6 of the notes to our consolidated financial statements.

Our payables to related parties consist of investment, debt and property management fees due to our General Partner, payable monthly, equal to 1% of the gross offering proceeds, net of any limited partnership interests owned by the General Partner. The General Partner must subordinate up to 100% of its annual investment management fee to the receipt by the limited partners of their Preferred Return. The Partnership used proceeds from the sale of the properties to provide the LPs their Preferred Return. The remaining proceeds were used to pay any accrued investment management fees due to RCP.

Redemption of Units

We are permitted, in our General Partner’s sole discretion, to redeem units upon a unitholder’s request. However, we have no obligation to redeem units at any time, and we can decline to redeem units for any reason. See Item 1, "Redemption of Units." As of December 31, 2017, we have redeemed 11,602 units at an aggregate redemption price of $88,784. During the years ended December 31, 2017 and 2016, we did not receive any redemption requests.

Legal Proceedings

We are a party to various routine legal proceedings arising out of the ordinary course of our business. Management believes that none of these actions, individually or in the aggregate, will have a material adverse effect on our financial condition or results of operations.

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Critical Accounting Policies

The discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America, or GAAP. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of our assets, liabilities, revenues and cost and expenses, and related disclosure of contingent assets and liabilities. On an on-going basis, we evaluate our estimates, including those related to certain accrued liabilities. We base our estimates on historical experience and on various other assumptions that we believe reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

We have identified the following policies as critical to our business operations and the understanding of our results of operations.

Property Acquisitions. We allocated the purchase price of acquired properties to the acquired tangible assets and liabilities, consisting of land, building, tenant improvements, long-term debt and identified intangible assets and liabilities, consisting of the value of above-market and below-market leases, the value of in-place leases, the value of unamortized lease origination costs and the value of tenant relationships, based in each case on their relative fair values. We amortized the value of in-place leases over twelve months on a straight line basis.

Impairment. We reviewed the carrying value of each Property to determine if circumstances that indicate impairment in the carrying value of the investment exist or that depreciation periods should be modified. If we determined that an asset’s estimated future cash flows will not be sufficient to recover its carrying amount, we will record an impairment charge to reduce the carrying amount for that asset to its estimated fair value. No impairment charges were recorded in either 2016 or 2017.

Loans Held for Investment. We considered a loan to be impaired when, based on current information and events, management believed it is probable that we will be unable to collect all amounts due according to the contractual terms of the loan agreement. When a loan is impaired, the allowance for loan losses is increased by the amount of the excess of the amortized cost basis of the loan over its fair value. Fair value may be determined based on market price, if available, the fair value of the collateral less estimated disposition costs, or the present value of estimated cash flows.

Revenue Recognition. We derived our revenue primarily from rental of residential housing units with lease agreement terms of generally one year or less. We recognized income derived from rents and utility reimbursements on a straight-line basis over the term of the related lease. Additionally, any incentives included in the lease were amortized on a straight-line basis over the term of the related lease.

Off-Balance Sheet Arrangements

As of December 31, 2017 and 2016, we do not have any off-balance sheet arrangements or obligations, including contingent obligations, other than guarantees by the General Partner of certain limited standard exceptions to the non-recourse nature of the mortgage notes which are secured by the Properties.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Omitted pursuant to Regulation S-K, Item 305(e)

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ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the General and Limited Partners of

Resource Real Estate Investors 6, L.P.

Opinion on the financial statements

We have audited the accompanying consolidated balance sheets of Resource Real Estate Investors 6, L.P. (a Delaware partnership) and subsidiaries (the “Partnership”) as of December 31, 2017 and 2016, the related consolidated statements of operations, changes in partners’ capital, and cash flows for each of the two years in the period ended December 31, 2017, and the related notes and schedule (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Partnership as of December 31, 2017 and 2016, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2017, in conformity with accounting principles generally accepted in the United States of America.

Basis for opinion

These financial statements are the responsibility of the Partnership’s management. Our responsibility is to express an opinion on the Partnership’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Partnership in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Partnership is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Partnership’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

/s/ GRANT THORNTON LLP

We have served as the Partnership’s auditor since 2007.

Philadelphia, Pennsylvania

March 23, 2018

RESOURCE REAL ESTATE INVESTORS 6, L.P.

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CONSOLIDATED BALANCE SHEETS

(in thousands)



	December 31,
	2017		2016

ASSETS
Rental properties, at cost:
Land	$	—	$	1,685
Buildings and improvements	—		15,061
Personal property	—		779
Total rental properties, at cost	—		17,525
Accumulated depreciation and amortization	—		(5,628		)
Total rental properties, net	—		11,897

Cash	263		1,516
Restricted cash	—		564
Tenant receivables	—		10
Accounts receivables - other	—		19
Receivables from related parties	25		119
Prepaid expenses and other assets	30		60
	$	318	$	14,185
LIABILITIES AND PARTNERS’ CAPITAL
Liabilities:
Mortgage notes payable, net	$	—	$	9,782
Accounts payable and accrued expenses	41		303
Real estate taxes payable	—		448
Accrued interest	—		43
Payables to related parties	16		64
Prepaid rent	—		17
Security deposits	—		42
Total liabilities	57		10,699
Partners’ capital	261		3,486
Total liabilities and partners’ capital	$	318	$	14,185

The accompanying notes are an integral part of these consolidated financial statements.

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RESOURCE REAL ESTATE INVESTORS 6, L.P.

CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per unit data)



	For the Years Ended December 31,
	2017			2016
Revenues:
Rental income	$	1,147		$	5,167
Interest income	50			—
Total revenues	1,197			5,167

Expenses:
Rental operating	794			3,108
Management fees – related parties	98			443
General and administrative	306			585
Depreciation and amortization	151			879
Total expenses	1,349			5,015

Income (loss) before other income (expenses)	(152		)	152

Other income (expenses):
Interest expense, net	(231		)	(1,254		)
Gain on sale of rental properties, net	7,405			17,435
Loss on disposal of fixed assets	(2		)	(19		)
Loss on extinguishment of debt	—			(226		)
Gain on recovery of mezzanine note	500			—
Total other income (expense)	7,672			15,936
Net income	$	7,520		$	16,088

Weighted average number of limited partner units outstanding	3,702			3,702

Net income per weighted average limited partner unit	$	2.03		$	4.35

The accompanying notes are an integral part of these consolidated financial statements.

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RESOURCE REAL ESTATE INVESTORS 6, L.P.

CONSOLIDATED STATEMENTS OF CHANGES IN PARTNERS’ CAPITAL

FOR THE YEARS ENDED DECEMBER 31, 2017 AND 2016

(in thousands, except units)



	General Partner		Limited Partners
	General Partner		Units	Amount			Total
Balance at January 1, 2016	$	1	3,701,890	$	3,048		$	3,049
Distributions	—		—	(15,651		)	(15,651		)
Net income	—		—	16,088			16,088
Balance at December 31, 2016	1		3,701,890	3,485			3,486
Distributions	—		—	(10,745		)	(10,745		)
Net income	—		—	7,520			7,520
Balance at December 31, 2017	$	1	3,701,890	$	260		$	261

The accompanying notes are an integral part of these consolidated financial statements.

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RESOURCE REAL ESTATE INVESTORS 6, L.P.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)



	For the Years Ended
	December 31,
	2017			2016
Cash flows from operating activities:
Net income	$	7,520		$	16,088
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Gain on sale of rental properties	(7,405		)	(17,435		)
Depreciation and amortization	151			879
Amortization of deferred financing costs	67			151
Loss on extinguishment of debt	—			226
Loss on sale or disposal of fixed assets	2			19
Changes in operating assets and liabilities:
Restricted cash	275			224
Tenant receivables, net	(10		)	(13		)
Accounts receivable other	13			(32		)
Receivables from related parties	94			46
Prepaid expense and other assets	(7		)	35
Accounts payable and accrued expenses	(275		)	168
Real estate tax payable	(210		)	(255		)
Payables to related parties	(61		)	(3,394		)
Accrued interest	(14		)	(4		)
Prepaid rent	(5		)	(27		)
Security deposits	(6		)	5
Net cash provided by (used in) operating activities	129			(3,319		)

Cash flows from investing activities:
Proceeds from sale of rental properties, net of closing costs	9,490			17,605
Capital reserve escrow held by lender	(34		)	(13		)
Capital expenditures	(9		)	(121		)
Net cash provided by investing activities	9,447			17,471

Cash flows from financing activities:
Principal payments on mortgage notes payable	(84		)	(320		)
Refund of defeasance costs	—			102
Distributions to limited partners	(10,745		)	(15,651		)
Net cash used in financing activities	(10,829		)	(15,869		)
Net (decrease) in cash	(1,253		)	(1,717		)
Cash at beginning of period	1,516			3,233
Cash at end of period	$	263		$	1,516

Non-cash Investing and Financing Activities
Settlement of mortgage notes payable with proceeds from sale of rental properties	$	(9,765	)	$	(17,330	)
Defeasance costs paid in closing with proceeds from sale of rental properties	$	—		$	(328	)

The accompanying notes are an integral part of these consolidated financial statements.

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RESOURCE REAL ESTATE INVESTORS 6, L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2017

NOTE 1 – NATURE OF BUSINESS AND OPERATIONS

Resource Real Estate Investors 6, L.P. (“R-6” or the “Partnership”) is a Delaware limited partnership which, until June 1, 2017, owned and operated multifamily residential rental properties (the "Properties"). The Partnership also had invested in subordinated notes secured by multifamily residential properties located in California and Nevada. The Partnership was formed on July 26, 2007 and commenced operations on October 1, 2007. The Partnership was capitalized by an offering of partnership units which closed on May 19, 2008. The Partnership's General Partner, Resource Capital Partners, Inc. (“RCP”, the “General Partner” or “GP”), is in the business of sponsoring and managing real estate investment limited partnerships. RCP contributed $1,000 in cash as its minimum capital contribution to the Partnership. In addition, RCP held a 5.55% limited partnership interest in the Partnership at both December 31, 2017 and 2016. RCP is an indirect wholly owned subsidiary of Resource America, Inc. (“RAI”), a wholly-owned subsidiary of C-III Capital Partners, LLC ("C-III"). C-III is a leading commercial real estate investment management and services company engaged in a broad range of activities. C-III indirectly controls RCP and all of the partnership units of the Partnership currently owned by RCP.

The General Partner has complete and exclusive discretion in the management of the Partnership's business. As of December 31, 2017, the Partnership has disposed of all real estate assets and is in the process of finalizing its liquidation.

The Partnership's First Amended and Restated Agreement of Limited Partnership (the "Agreement") provides that income is allocated as follows: first, to the partners in proportion to and to the extent of the deficit balances, if any, in their respective capital accounts; second, to the partners in proportion to the allocations of Distributable Cash (as defined in the Agreement); and third, 100% to the limited partners (“LPs”). All losses are allocated as follows: first, 100% to the LPs until the LPs have been allocated losses equal to the excess, if any, of their aggregate capital account balances over the aggregate Adjusted Capital Contributions (as defined in the Agreement); second, to the partners in proportion to and to the extent of their respective remaining positive capital account balances, if any; and third, 100% to the LPs.

Distributable cash from operations, payable monthly, as determined by the GP, is first allocated 100% to the LPs until the LPs have received their Preferred Return (as defined in the Agreement); and thereafter, 80% to the LPs and 20% to the GP.

Distributable cash from capital transactions, as determined by the GP, is first allocated 100% to the LPs until the LPs have received their Preferred Return; second, 100% to the LP’s until their Adjusted Capital Contributions (as defined in the Agreement) have been reduced to zero; and thereafter, 80% to the LPs and 20% to the GP.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

A summary of the significant accounting policies consistently applied in the preparation of the accompanying consolidated financial statements follows:

Principles of Consolidation

The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America ("GAAP"). The consolidated financial statements include the accounts of the Partnership and its wholly owned subsidiaries, as follows:



Subsidiaries	Purchase Date	Disposition Date
RRE Memorial Towers Holdings, LLC (“Memorial Towers”) ⁽¹⁾	12/18/2007	5/9/2016
RRE Villas Holdings, LLC (“Villas”) ⁽²⁾	12/27/2007	9/26/2016
RRE Coach Lantern Holdings, LLC (“Coach Lantern”) ⁽³⁾	1/29/2008	12/1/2015
RRE Foxcroft Holdings, LLC (“Foxcroft”) ⁽⁴⁾	1/29/2008	12/1/2015
RRE Park Hill Holdings, LLC (“Park Hill”) ⁽⁵⁾	2/29/2008	6/1/2017

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RESOURCE REAL ESTATE INVESTORS 6, L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS − (Continued)

DECEMBER 31, 2017

____________

(1) Memorial Towers was a 112 unit multifamily apartment complex in Texas.

(2) Villas was a 228 unit multifamily apartment complex in Texas.

(3) Coach Lantern was a 90 unit multifamily apartment complex in Maine.

(4) Foxcroft was a 104 unit multifamily apartment complex in Maine.

(5) Park Hill was a 288 unit multifamily apartment complex in Texas.

The Partnership also owns a 100% interest in RRE Funding II, LLC (“Funding”), which owned a subordinated note, Southern Cove (“Southern Cove”), with a face value of $500,000. Funding had owned a second nonperforming subordinated note, Acacia Park ("Acacia"), which had a face value of $2 million. Both notes went into default in 2009. During the year ended December 31, 2012, the notes were deemed uncollectible and charged off. On May 16, 2017, the Southern Cove borrower paid off the note in the amount of $500,000 plus $50,000 in late payment penalties. The senior note, to which Acacia was subordinated, was partially paid off via refinance in July 2016. The refinancing proceeds were not sufficient for Funding to recover any portion of the note. The Partnership no longer owns these notes and RCP no longer manages the investments.

All material intercompany transactions and balances have been eliminated in consolidation.

Use of Estimates

The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. The Partnership estimates the allowance for uncollectible receivables and loan losses and adjusts the balance quarterly. Actual results could differ from those estimates.

Supplemental Disclosure of Cash Flow Information

The Partnership paid approximately $207,000 and $1.2 million in cash for interest during the years ended December 31, 2017 and 2016, respectively.

Deferred Financing Costs

Costs incurred to obtain financing have been capitalized and are being amortized over the term of the related debt using the effective yield method. In accordance with adoption of Financial Accounting Standards Board ("FASB") Accounting Standards Update ("ASU") 2015-03 "Simplifying the Presentation of Debt Issuance Costs", the Partnership has recorded deferred financing costs as a direct reduction of the related mortgage notes payable.

Income Taxes

The Partnership is not subject to income taxes as all earnings are taxable to the individual partners. Income taxes or credits resulting from earnings or losses are payable by or accrue to the benefit of the partners; accordingly, no provision has been made for income taxes in these consolidated financial statements.

The Partnership evaluates the benefits of tax positions taken or expected to be taken in its tax returns under a two-step recognition and measurement process. Only the largest amount of benefits from the tax positions that will more likely than not be sustainable upon examination are recognized by the Partnership. The Partnership does not have any unrecognized tax benefits, nor interest and penalties, recorded in the Consolidated Balance Sheets or Consolidated Statements of Operations and does not anticipate significant adjustments to the total amount of unrecognized tax benefits within the next twelve months.

The Partnership is subject to examination by the U.S. Internal Revenue Service and by the taxing authorities in those states in which the Partnership has significant business operations. The Partnership is not currently undergoing any examinations by taxing authorities. The Partnership may be subject to U.S. federal income tax and state/local income tax examinations for the years 2014 through 2017.

Revenue Recognition

Revenue was primarily derived from the rental of residential housing units with lease agreement terms of generally one year or less. The Partnership recognized revenue in the period that rent was earned, which was on a monthly basis. The Partnership

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RESOURCE REAL ESTATE INVESTORS 6, L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS − (Continued)

DECEMBER 31, 2017

recognized rent as income on a straight-line basis over the term of the related lease. Additionally, any incentives included in the lease, if significant, were amortized on a straight-line basis over the term of the related lease.

Included within rental income are other income amounts such as utility reimbursements, late fees, parking fees, pet fees and lease application fees which are recognized when earned. Total other income was $202,000 and $658,000 for the years ended December 31, 2017 and 2016, respectively.

Loans Held for Investment, Net

The Partnership recognized revenue from the loans it held for investment as interest income using the effective yield method.

The initial investment made in a purchased loan includes the amount paid to the seller plus any fees. The initial investment frequently differs from the related loan’s principal amount at the date of purchase. This difference is recognized as an adjustment of the yield over the life of the loan.

The Partnership initially recorded its loans at their purchase price, and subsequently accounted for them based on their outstanding principal plus or minus any unamortized premiums or discounts.

Long-Lived Assets

The Partnership reviewed long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If there was a triggering event and it is determined that an asset’s estimated future cash flows will not be sufficient to recover its carrying amount, then an impairment charge will be recorded to reduce the carrying amount for that asset to its estimated fair value. The Partnership did not recognize any impairment losses with respect to its Properties for either the years ended December 31, 2017 or 2016. All Properties were sold as of December 31, 2017.

Rental Properties

Rental properties were carried at cost, net of accumulated depreciation. Land is not depreciated. Buildings and improvements and personal property were depreciated for financial reporting purposes on the straight-line method over their estimated useful lives. The value of acquired in-place leases was amortized over twelve months on a straight-line basis. Useful lives used for calculating depreciation for financial reporting purposes were as follows:



	Buildings and improvements	5 - 27.5 years
	Personal property	3 - 15 years

Advertising

The Partnership expenses advertising costs as they are incurred. Advertising costs, which are included in rental operating expenses, totaled $24,000 and $69,000 for the years ended December 31, 2017 and 2016, respectively.

Concentration of Credit Risk

Financial instruments, which potentially subject the Partnership to concentration of credit risk, consist of periodic temporary deposits of cash. The Federal Deposit Insurance Corporation provides insurance for all deposit accounts, deposits and accrued interest, in the amount of $250,000 per account held at an insured bank. As of December 31, 2017, the Partnership had approximately $306,000 of deposits at various banks, $56,000 of which were over the insurance limit of the Federal Deposit Insurance Corporation.

Tenant Receivables

Tenant receivables are stated in the financial statements at amounts due from tenants net of an allowance for uncollectible receivables. Payment terms vary and receivables outstanding longer than the payment terms are considered past due. The Partnership determines its allowance by considering a number of factors, including the length of time receivables are past due, security deposits held, the Partnership’s previous loss history, the tenants’ current ability to pay their obligations to the Partnership, the general condition of the economy and the industry as a whole. The Partnership wrote off receivables when they became uncollectible. At both December 31, 2017 and 2016, there was no allowance for uncollectible receivables.

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RESOURCE REAL ESTATE INVESTORS 6, L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS − (Continued)

DECEMBER 31, 2017

Redemptions

The LPs may request redemption of their units at any time. The Partnership had no obligation to redeem any units and will do so only at the GP’s discretion. If the Partnership redeems units, the redemption price was generally the amount of the initial investment less all distributions from the Partnership to the LP, and less all organization and offering expenses charged to the LP. No units were redeemed in the twelve months ended December 31, 2017.

Recent Accounting Standards

The Partnership does not believe any of the recently issued pronouncements will have an impact on the consolidated financial position, results of operations, and cash flows, as the Partnership expects to terminate in 2018.

NOTE 3 − RESTRICTED CASH

Restricted cash represents escrow deposits with lenders to be used to pay real estate taxes, insurance, and capital improvements. A summary of the components of restricted cash follows (in thousands):



	December 31,
	2017		2016
Real estate taxes	$	—	$	438
Insurance	—		71
Capital improvements	—		55
Total	$	—	$	564

NOTE 4 – CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

In the ordinary course of its business operations, the Partnership has ongoing relationships with several related entities. Receivables from and payables to related parties are summarized as follows (in thousands):



	December 31,
	2017		2016
Receivables from related parties:
RAI and affiliates	$	25	$	119

Payables to related parties:
RAI and affiliates	$	16	$	64

Property loss pool. The Partnership's properties participated in a property loss self-insurance pool with other properties directly and indirectly managed by RAI and C-III, which is backed by a catastrophic insurance policy. Substantially all of the receivables from related parties represent insurance deposits held in escrow by RAI and C-III to the self insurance pool which, if unused, will be returned to the Partnership. The pool covers losses up to $2.5 million, after a $25,000 deductible per incident. Claims beyond the insurance pool limits will be covered by the catastrophic insurance policy, which covers $250 million, after a $25,000 deductible per incident. Therefore, unforeseen or catastrophic losses in excess of the Partnership's insured limits could have a material adverse effect on the Partnership's financial condition and operating results. In the years ended December 31, 2017 and 2016, the Partnership paid approximately $10,000 and $97,000 into the insurance pools.

General liability loss pool. The Partnership's properties participated in a general liability pool with the properties directly or indirectly managed by RAI and C-III until April 22, 2017. The pool covers claims up to $50,000 per incident through April 22, 2017. Effective April 23, 2017, the loss pool was eliminated, and the Partnership now participates (with other properties directly or indirectly managed by RAI and C-III) in a general liability policy. The insured limit for the general liability policy is $76 million in total claims, after a $25,000 deductible per incident.

RCP was entitled to receive an annual investment management fee, payable monthly, equal to 1% of the gross offering proceeds that have been deployed in real estate investments, net of any amounts otherwise attributable to LP interests owned by RCP. During the term of the Partnership, RCP subordinated up to 100% of its annual investment management fee to the receipt

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RESOURCE REAL ESTATE INVESTORS 6, L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS − (Continued)

DECEMBER 31, 2017

by the LPs of their Preferred Return. Investment management fees due to RCP at December 31, 2017 and 2016 totaled $0 and $24,000, respectively. In the year ended December 31, 2017 and 2016, the Partnership paid RCP approximately $61,000 and $2.8 million, respectively for investment management fees.

A wholly-owned subsidiary of RCP, Resource Real Estate Management, LLC (“RREML”) was entitled to receive property and debt management fees as set forth in the table below. RREML engaged Resource Real Estate Management, Inc (“RREMI”), an indirect wholly owned subsidiary of RAI, to manage the Partnership’s Properties. Management fees due to RCP and affiliates at December 31, 2017 and 2016 totaled $0 and $13,000, respectively. Debt Management fees due to RCP and affiliates at December 31, 2017 and 2016 totaled $0 and $3,000, respectively. The Partnership stopped accruing the Debt Management fee associated with the Acacia note as of July 1, 2016 and the Southern Cove note as of May 15, 2017. The senior note, to which Acacia was subordinated, was partially paid off via refinancing in July 2016. On May 16, 2017, the borrower under Southern Cove paid off the note in the amount of $500,000 plus $50,000 in penalties due to late payment. The Partnership no longer owns the notes and RCP no longer manages the investment.

During the ordinary course of business, RCP and RREMI advance funds for ordinary operating expenses on behalf of the Properties. Operating expense advances due to RCP and RREMI at December 31, 2017 and 2016 totaled $16,000 and $27,000, respectively. Total reimbursable operating expenses during the years ended December 31, 2017 and 2016 were $276,000 and $972,000, respectively. Reimbursable expenses include miscellaneous operating expenses. Reimbursable operating expenses are included in rental operating expenses in the consolidated statements of operations.

The Partnership is obligated to pay fees to related parties. These activities are summarized as follows (in thousands):



	Years Ended
	December 31,
	2017		2016
RCP:
Investment management fees (1)	$	40	$	163

RREML:
Property management fees (2)	54		249
Debt management fees (3)	4		31
	58		280
	$	98	$	443

_______________

(1)

RCP was entitled to receive an annual investment management fee, payable monthly, equal to 1% of the gross proceeds that have been deployed in real estate investments from the offering of partnership units, net of any LP interest owned by RCP. During the term of the Partnership, RCP must subordinate up to 100% of its annual investment management fee to the receipt by the LPs of their Preferred Return.


(2)	RREML was entitled to receive monthly property management fees equal to 5% of the gross operating revenues from the Partnership’s 100% owned Properties for managing or obtaining and supervising third party managers.


(3)	RREML was also entitled to receive monthly debt management fees equal to 0.167% (2% per annum) of the gross offering proceeds that have been invested in loans held for investment. The fee was earned for monitoring the performance of the Partnership’s loans held for investment.

NOTE 5 –FAIR VALUE OF FINANCIAL INSTRUMENTS

In analyzing the fair value of its financial instruments disclosed or accounted for on a fair value basis, the Partnership follows the fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The Partnership determines fair value based on quoted prices when available or, if quoted prices are not available, through the use of alternative approaches, such as discounting the expected cash flows using market interest rates commensurate with the credit quality and duration of the financial instruments. The fair value of cash, tenant receivables, and accounts payables approximate their carrying values due to their short term nature. The hierarchy followed defines three levels of inputs that may be used to measure fair value:

Level 1 - Quoted prices in active markets for identical assets that the reporting entity has the ability to access at the measurement date.

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RESOURCE REAL ESTATE INVESTORS 6, L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS − (Continued)

DECEMBER 31, 2017

Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or can be corroborated with observable market data for substantially the entire contractual term of the asset.

Level 3 - Unobservable inputs that reflect the entity’s own assumptions about the assumptions that market participants would use in the pricing of the asset and are consequently not based on market activity, but rather through particular valuation techniques.

The following methods and assumptions were used to estimate the fair value of each class of financial instruments for which it is practicable to estimate that value:


•	Mortgage notes payable. Rates currently available to the Partnership for debt with similar terms and remaining maturities are used to estimate the fair value of existing debt.

The carrying amount and estimated fair values of the Partnership’s financial instruments were as follows (in thousands):



	December 31, 2017				December 31, 2016
	Principal Balance		Fair Value		Principal Balance		Fair Value
Mortgage notes payable:
Park Hill	$	—	$	—	$	9,849	$	10,016

NOTE 6 – MORTGAGE NOTES PAYABLE

The following is a summary of mortgage notes payable (in thousands, except percentages):



	December 31, 2017						December 31, 2016
Collateral	Outstanding Borrowings		Deferred finance costs, net		Carrying Value		Outstanding Borrowings		Deferred finance costs, net ⁽¹⁾			Carrying Value
Park Hill	$	—	$	—	$	—	$	9,849	$	(67	)	$	9,782

(1) Deferred financing costs include unamortized costs incurred to obtain financing which are being amortized over the term of the related debt.

Park Hill was sold on June 1, 2017. Proceeds from the sale were used to repay the outstanding borrowings.

Deferred financing costs include unamortized costs incurred to obtain financing which are being amortized over the term of the related debt. Accumulated amortization as of December 31, 2017 and 2016 was $0 and $497,000, respectively.

NOTE 7 – DISPOSITION OF PROPERTIES

The following table presents details of our disposition activity during the years ended December 31, 2017 and 2016 (in thousands):



Multifamily Community	Location	Sale Date	Contract Sales Price		Gain on Sale
2017 Dispositions
Park Hill	San Antonio, Texas	6/1/2017	$	19,500	$	7,405
			$	19,500	$	7,405

2016 Dispositions
Memorial Towers	Houston, Texas	5/9/2016	$	18,000	$	9,739
Villas	San Antonio, Texas	9/26/2016	18,000		7,684
Coach Lantern - additional gain recognized	Scarborough, Maine	12/1/2015	—		12
Foxcroft - additional gain recognized	Scarborough, Maine	12/1/2015	—		1
			$	36,000	$	17,435

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RESOURCE REAL ESTATE INVESTORS 6, L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS − (Continued)

DECEMBER 31, 2017

The table below presents the revenues and net income attributable to properties sold for the years ended December 31, 2017 and 2016 (in thousands):



	Revenues Attributable to Properties Sold		Net Income Attributable to Properties Sold
Multifamily Community	For the year ended December 31, 2017		For the year ended December 31, 2017
2017 Dispositions
Park Hill	1,132		7,186
	$	1,132	$	7,186

	For the year ended December 31, 2016		For the year ended December 31, 2016
2016 Dispositions
Memorial Towers	788		9,503
Villas	1,708		7,396
	$	2,496	$	16,899

NOTE 8 – SUBSEQUENT EVENTS

The Partnership has evaluated subsequent events through the date these consolidated financial statements were issued and determined that no events have occurred which would require an adjustment to the consolidated financial statements.

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ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS

ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

ITEM 9A. CONTROLS AND PROCEDURES

Disclosure Controls

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our periodic reports under the Securities Exchange Act of 1934, as amended, or the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our General Partner, including its chief executive officer and its chief financial officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, our management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and our management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

Under the supervision of the chief executive officer and chief financial officer of our General Partner, we have carried out an evaluation of the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report. Based upon that evaluation, the chief executive officer and chief financial officer concluded that our disclosure controls and procedures are effective at the reasonable assurance level.

Management’s Report on Internal Control Over Financial Reporting

Our General Partner is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risks that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Our General Partner assessed the effectiveness of our internal control over financial reporting as of December 31, 2017. In making this assessment, the General Partner used the criteria set forth in the 2013 version of the Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based upon this assessment, our General Partner concluded that, as of December 31, 2017, our internal control over financial reporting is effective.

This annual report does not include an attestation report of our independent registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by our independent registered public accounting firm pursuant to the Dodd-Frank Wall Street and Consumer Protection Act, which exempted smaller reporting companies from the auditor attestation requirements of Section 404(b) of the Sarbanes-Oxley Act.

Changes in Internal Control over Financial Reporting

There has been no change in our internal control over financial reporting that occurred during our fourth quarter ended December 31, 2017 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

ITEM 9B. OTHER INFORMATION

None.

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PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

We do not have any officers, directors or employees. Rather, our General Partner manages our activities and supervises our Real Estate Investments using its affiliates under the provisions of our Limited Partnership Agreement which governs its conduct. Officers of our General Partner and its affiliates may spend a substantial amount of time managing its business and affairs and may face a conflict regarding the allocation of their time between our business and affairs and their other business interests.

Directors and Executive Officers of Our General Partner

The following table sets forth information with respect to the executive officers, directors and key personnel of our General Partner:



NAME	AGE	POSITION OR OFFICE
Jeffrey P. Cohen	49	Director and Chief Executive Officer
Alan F. Feldman	54	Director and President
David E. Bloom	53	Director and Vice President
Steven R. Saltzman	54	Vice President of Finance and Chief Financial and Accounting Officer
Darshan V. Patel	47	Chief Legal Officer and Assistant Secretary
Shelle Weisbaum	56	Vice President and Secretary
Lawrence S. Block	51	Vice President and Assistant Secretary

Jeffrey P. Cohen has served as a Director and Chief Executive Officer of the General Partner since September 2016. Mr. Cohen has served as Executive Vice President of Resource America since September 2016. Mr. Cohen has served as an Executive Managing Director of C-III Capital Partners LLC since January 2011 and has primary responsibility for its mergers and acquisitions activity and previously served as President from February 2010 to January 2011. Mr. Cohen has also served as the President of Island Capital Group since September 2006 and has been a principal of Island Capital Group since it was established in 2003. Prior to joining Island Capital Group in 2003, Mr. Cohen was an Executive Vice President of Insignia Financial Group from 1997 to 2003. Before joining Insignia, Mr. Cohen served as a corporate attorney with the New York City law firm of Rogers & Wells (now Clifford Chance) from 1993 to 1997 where he primarily worked on matters relating to mergers and acquisitions, capital markets, and corporate finance. Mr. Cohen is a Trustee of Dean College in Franklin, MA and serves on its Executive Committee and Investment Committee. Mr. Cohen brings to the board of directors extensive industry experience and strategic planning, executive management and financing experience. In addition, the board of directors will benefit from the depth and breadth of his experience in investments, mergers and acquisitions and corporate finance as well as his understanding of complex financial transactions.

Alan F. Feldman has served as a Director and President of the General Partner since 2004. Mr. Feldman also has served as Chief Executive Officer of Resource Real Estate, a subsidiary of Resource America, since 2004, President and a Director of Resource Real Estate Management since 2005 and a Senior Vice President of Resource America since 2002. Mr. Feldman was President of Resource Properties, a subsidiary of Resource America, from 2002 to 2005. From 1998 to 2002, Mr. Feldman was a Vice President at Lazard Freres & Co., an investment banking firm, specializing in real estate mergers and acquisitions, asset and portfolio sales and recapitalization. From 1992 through 1998, Mr. Feldman was an Executive Vice President of the Pennsylvania Real Estate Investment Trust and its predecessor, The Rubin Organization, where he was responsible for the firm’s 20 million square feet of managed retail properties. From 1990 to 1992, Mr. Feldman was a Director at Strouse, Greenberg & Co., a regional full service real estate company. From 1986 through 1988, Mr. Feldman was an engineer at Squibb Corporation. Mr. Feldman’s extensive experience and knowledge in the real estate business is an asset to our General Partner’s board.

David E. Bloom has served as Senior Vice President of the General Partner since July 2015. Mr. Bloom has served as President and as a director of Resource Real Estate since May 2004, and as Senior Vice President of RAI, a position he has held since September 2001. Mr. Bloom joined RAI from Colony Capital, LLC, a real estate private equity fund manager, where he was a Senior Vice President, as well as a Principal of Colony Capital Asia Pacific from 1998 to 2002. From 1998 to 1999, Mr. Bloom was a director at Sonnenblick-Goldman Company, a New York based real estate investment bank. From 1993 to 1998, Mr. Bloom practiced law in the real estate and corporate departments of Wilkie Farr & Gallagher in New York and Drinker Biddle & Reath in Philadelphia. Prior to practicing law, Mr. Bloom began his real estate career in 1987 as an Acquisitions and Development Associate with Strouse, Greenberg & Company, a regional full-service real estate company.

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Steven R. Saltzman has served as Vice President of Finance and Chief Financial and Accounting Officer of the General Partner since August 2003. Mr. Saltzman also has served as Vice President and Controller of Resource Real Estate since 2004 and Vice President of Finance of Resource Real Estate Management since 2006. From 1999 to 2003, Mr. Saltzman was Controller at WP Realty, Inc., a regional developer and property manager specializing in community shopping centers. Mr. Saltzman began his real estate career in 1988 as a Property Controller at The Rubin Organization, a predecessor to the Pennsylvania Real Estate Investment Trust. Mr. Saltzman began his professional career at Price Waterhouse from 1985 to 1988.

Darshan V. Patel has served as Chief Compliance Officer of the General Partner since 2002. Mr. Patel also has served as Vice President of Resource America since 2005 and Associate General Counsel for Resource America since 2001. From 1998 to 2001, Mr. Patel was associated with the law firm of Berman, Paley, Goldstein & Kannry practicing commercial litigation and real estate law. From 1996 to 1998, Mr. Patel was associated with the law firm of Glynn & Associates practicing litigation and real estate law.

Shelle Weisbaum has served as Vice President and Secretary of the General Partner since September 2016. Ms. Weisbaum has also served as Senior Vice President, since January 2014, and General Counsel and Secretary, since August 2007, of Resource Real Estate. Previously she held the position of Vice President of Resource Real Estate from August 2007 to December 2013. She has also served as Vice President and Secretary of Resource Real Estate Management, LLC since August 2007. Ms. Weisbaum joined Resource Real Estate in October 2006 from Ledgewood Law, a Philadelphia-based law firm, where she practiced commercial real estate law from 1998 to 2006 as an associate and later as a partner of the firm. Prior to Ledgewood, from 1987 to 1998, Ms. Weisbaum was Vice President and Assistant General Counsel at the Philadelphia Stock Exchange.

Lawrence S. Block has served as Vice President and Assistant Secretary of the General Partner since September 2016. Mr. Block has served as SVP & Assistant Secretary of Resource America since September 2016. Since January, 2011, Mr. Block has been a Managing Director, Counsel and Chief Compliance Officer for Island Capital Group LLC, a real estate merchant banking firm; Managing Director, Counsel and Chief Compliance Officer for C-III Capital Partners LLC and its affiliates, including C-III Investment Management LLC, an SEC-registered investment adviser; and President and Chief Compliance Officer of Anubis Securities LLC, a registered broker-dealer. From March 2005 through January 2011, Mr. Block was Executive Vice President, General Counsel and Chief Compliance Officer for The Kenmar Group, an alternative investment firm. From January 1998 through March 2005, Mr. Block was Managing Director, General Counsel and Chief Compliance Officer for Lipper & Company L.P., an alternative investment firm. Mr. Block was a senior associate at the law firm Cadwalader, Wickersham & Taft in New York from 1996 through 1998 and an associate at the law firm Proskauer Rose LLP from 1992 to 1996.

Code of Business Conduct and Ethics

Because we do not directly employ any persons, we rely on a Code of Business Conduct and Ethics adopted by Resource America that applies to the principal executive officer, principal financial officer and principal accounting officer of our General Partner, as well as to persons performing services for us generally. You may obtain a copy of this code of ethics by a request to our General Partner, Resource Capital Partners, at One Crescent Drive, Suite 203, Navy Yard Corporate Center, Philadelphia, PA 19112.

Audit Committee Financial Expert

Neither we nor our General Partner’s Board of Directors has a standing audit committee; our General Partner’s entire Board of Directors acts as the audit committee. Our General Partner’s Board of Directors does not currently have any member who qualifies as an audit committee financial expert. We believe that the cost related to retaining such a financial expert at this time is prohibitive for a small entity such as ours, and that it would reduce amounts otherwise distributable to our limited partners.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934, which we refer to as the Exchange Act, requires the directors and executive officers of our General Partner, our General Partner, and holders of greater than 10% of our limited partnership interests to file reports with the SEC. SEC regulations require us to identify anyone who filed a required report late during the most recent fiscal year. Based on our review of these reports, we believe that the filing requirements for all of these reporting persons were complied with during 2017.

ITEM 11. EXECUTIVE COMPENSATION

We have no directors or officers, and we do not directly employ any persons to manage or operate our business. Our affairs are managed by our General Partner and its affiliates. As compensation for its services, we pay our General Partner various fees as set forth in Item 13.

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ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND

MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The following table sets forth the number and percentage of our limited partnership interests owned by beneficial owners of 5% or more of our limited partnership interests as well as the beneficial ownership of our General Partner, and its officers and directors, as of March 23, 2018. Under the terms of the Partnership Agreement, our affairs are managed by our General Partner. We do not have any officers or directors. This information is reported in accordance with the beneficial ownership rules of the SEC under which a person is deemed to be the beneficial owner of a security if that person has or shares voting power or investment power with respect to such security or has the right to acquire such ownership within 60 days.



Title of Class	Name and address of beneficial owner ⁽¹⁾	Amount and nature of beneficial ownership ⁽²⁾	Percent of Class
Units of limited partnership interest	Resource Capital Partners, Inc.	205,578	5.55%

Units of limited partnership interest	Jeffrey P. Cohen, Chief Executive Officer and Director	−	−
	Alan F. Feldman, President and Director	967	Less than 1%
	David E. Bloom, Vice President and Director	−	−
	Steven R. Saltzman, Vice President of Finance and Chief Financial and Accounting Officer	−	−
	Darshan V. Patel, Chief Legal Officer and Assistant Secretary	−	−
	Lawrence S. Block, Vice President & Assistant Secretary	−	−
	Shelle Weisbaum, Vice President & Secretary	−	−
	All directors and executive officers as a group	967	Less than 1%


(1)	The address for each beneficial owner is One Crescent Drive, Suite 203, Philadelphia, Pennsylvania 19112.


(2)	Beneficial ownership of directors and officers excludes amounts that may be attributable to them as a result of the units beneficially owned by Resource Capital Partners.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS,

AND DIRECTOR INDEPENDENCE

We pay our General Partner and its affiliates the following fees for their services:

Property Management Fees

We pay Resource Real Estate Management, an affiliate of our General Partner, a monthly property management fee in an amount equal to 5% of our gross cash receipts from the operation of our Properties. This fee is for Resource Real Estate Management’s services in managing the Properties or obtaining and supervising subcontractor Property managers, which may be affiliates of Resource Real Estate Management or independent third-parties. Resource Real Estate Management is permitted to manage the Properties through a property management affiliate or subcontract the management of the Properties to unaffiliated third-party subcontractors. If Resource Real Estate Management subcontracts the management of the Properties, then it will pay all management fees payable to the subcontractor managers of our Properties. For the years ended December 31, 2017 and 2016, Resource Real Estate Management earned $54,000 and $249,000 respectively, in real estate property management fees.

Real Estate Debt Management Fees

We also pay Resource Real Estate Management a monthly real estate debt management fee equal to 0.167% (2% per annum) of the gross offering proceeds that have been, and continue to be, deployed in Real Estate Debt Investments. This fee is for Resource Real Estate Management’s services in monitoring the performance of our Real Estate Debt Investments, including:


•	the collection of amounts owed to us;


•	reviewing on an as-needed basis the underlying multifamily residential rental properties serving, directly or indirectly, as collateral for the Real Estate Debt Investments and the owners of those properties, and the markets in general, to identify any potential problem loans; and

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•	determining whether or when to sell a Real Estate Debt Investment.

Resource Real Estate Management earned $4,000 and $31,000 in real estate debt management fees during each of the years ended December 31, 2017 and 2016, respectively.

Deferral of Property and Real Estate Debt Management Fees

We pay Resource Real Estate Management or its affiliates the real estate management fees for our Real Estate Investments from our operating revenues and our General Partner may, in its discretion, from time to time defer payment of all or any portion of such fees related to our Real Estate Investments, and accrue the same, if it deems our operating revenues are insufficient to pay such fees and still satisfy our investment objectives. We will pay any deferred fees to Resource Real Estate Management when our General Partner deems our operating revenues are sufficient to make such payment. As of December 31, 2017 and 2016, no fees had been deferred.

Investment Management Fees

We pay our General Partner or its affiliates an annual investment management fee payable from our revenues in an amount equal to 1% of the gross offering proceeds that have been deployed in real estate investments from the offering that have been, and continue to be, deployed in Real Estate Investments. The investment management fee is for our General Partner’s professional services rendered in our administration, including, but not limited to, the preparation and distribution of our required quarterly and annual reports to our limited partners. Since the annual investment management fee is for our General Partner’s professional services, it is in addition to the reimbursements we pay our General Partner for certain administrative expenses that it and its affiliates incur on our behalf as described below in “Reimbursement of Administrative Expenses and Direct Costs.” Up to 100% of our General Partner’s annual investment management fee is subordinated to our limited partners’ receipt of their Preferred Return. Our General Partner is entitled at any time to an additional share of our cash distributions to recoup any investment management fees or distributions that were previously subordinated to the extent that our cash distributions to our limited partners exceeded their Preferred Return. Our General Partner earned $40,000 and $163,000 in investment management fees during the years ended December 31, 2017 and 2016, respectively.

Property Financing Fee for Refinancing a Property

We pay our General Partner or its affiliates a property financing fee equal to 0.5% of the face amount of any refinancing we obtain for our interest in the Properties. This fee is for our General Partner’s or its affiliates’ services in obtaining the financing and negotiating its terms. The property financing fee for refinancing will not be paid for Real Estate Debt Investments. There were no refinancings of the Properties during the years ended December 31, 2017 and 2016, and, accordingly, no fees were paid.

Cash Distributions to Our General Partner

Our General Partner will receive distributions from us from the following sources:


•	distributable cash from operations;


•	distributable cash from capital transactions; and


•	cash distributions to the partners upon our liquidation.

Cash distributions from our operations will be first paid to our limited partners until they have received distributions totaling their Preferred Return and, thereafter, 80% to our limited partners and 20% to our General Partner.

Cash distributions from capital transactions, which include cash we receive from the sale or refinancing of a Property or the sale or repayment in full of all outstanding principal and interest due and owing to us on a Real Estate Debt Investment, are distributed in the following order:


•	first, 100% to our limited partners until they receive distributions, including distributions of distributable cash from operations totaling their Preferred Return;


•	second, 100% to our limited partners until their respective adjusted capital contributions (amount originally paid for a limited partnership interest less previous distributions of distributable cash from capital transactions) have been reduced to zero; and


•	thereafter, 80% to our limited partners and 20% to our General Partner.

When we dissolve and liquidate, we will distribute the liquidation proceeds in the following order of priority:

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•	first, to the payment of our creditors in the order of priority provided by law, except obligations to partners or their affiliates;


•	next, to establish any reserve that our General Partner (or any other person effecting the winding up) determines is reasonably necessary for any contingent or unforeseen liability or obligation;

•

next, to the payment of all unpaid fees (other than our General Partner’s right to reimbursement of any fees previously subordinated to distributions to our limited partners) and other obligations owed by us to our General Partner and its affiliates (other than expense reimbursements), such as loans to us, in proportion to, and to the extent of, the unpaid fees, advances and other obligations to our General Partner and its affiliates under the Partnership Agreement;


•	next, to the payment of all expense reimbursements (other than our General Partner’s right to reimbursement of any fees previously subordinated to distributions to our limited partners) to which our General Partner or its affiliates may be entitled under the Partnership Agreement;


•	next, to the partners in proportion to, and to the extent of, the positive balances of their capital accounts;


•	next, 100% to our limited partners until they have received their respective Preferred Returns;


•	next, to our General Partner as reimbursement for any fees previously subordinated to distributions to our limited partners; and


•	thereafter, 80% to our limited partners and 20% to our General Partner.

Director Independence

Because we are not listed on any national securities exchange or inter-dealer quotation system, we have elected to use the NASDAQ National Stock Market’s definition of “independent director” in evaluating whether any of our General Partner’s directors are independent. Under this definition, the board of directors of our General Partner has determined that our General Partner does not have any independent directors, nor are we required to have any.

Parent Entities

See Item 1, “Business - General"

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

Audit Fees. The aggregate fees billed by our independent auditors, Grant Thornton LLP for the period ended December 31, 2017 and 2016 for professional services rendered was $127,735 and $159,870, respectively.

Audit-Related Fees. We did not incur any audit-related fees from Grant Thornton LLP during 2017 and 2016.

Tax Fees. We did not incur any fees for tax services from Grant Thornton LLP during 2017 and 2016.

All Other Fees. We did not incur any other fees from Grant Thornton LLP during 2017 and 2016.

Procedures for Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Auditor. As a limited partnership, we do not have an audit committee. Our General Partner’s board of directors, acting as a committee of the whole, reviews and approves in advance any audit and any permissible non-audit engagement or relationship between us and our independent auditors.

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PART IV

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES


(a)	The following documents are filed as part of this Annual Report on Form 10-K:


1.	Financial Statements



	Report of Independent Registered Public Accounting Firm
	Consolidated Balance Sheets at December 31, 2017 and 2016
	Consolidated Statements of Operations for the Years Ended December 31, 2017 and 2016
	Consolidated Statement of Changes in Partners’ Capital for the Years Ended December 31, 2017 and 2016
	Consolidated Statements of Cash Flows for the Years Ended December 31, 2017 and 2016
	Notes to Consolidated Financial Statements - December 31, 2017


2.	Financial Statement Schedules


i.	Schedule III Investments in Real Estate



Exhibit No.		Description
3.1		Amended and Restated Agreement of Limited Partnership. ⁽¹⁾
3.2		Certificate of Limited Partnership. ⁽¹⁾
4.1		Forms of letters sent to limited partners confirming their investment. ⁽¹⁾
10.1		Agreement of Purchase and Sale - Casco Bay Portfolio ⁽²⁾
10.2		Agreement of Purchase and Sale - Memorial Towers ⁽²⁾
10.3		Agreement of Purchase and Sale - Villas of Henderson ⁽³⁾
10.4		Agreement of Purchase and Sale - Park Hill ⁽⁴⁾
31.1		Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2		Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1		Certification of Principal Executive Officer pursuant to Section 1350 18 U.S.C., as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2		Certification of Chief Financial Officer pursuant to Section 1350 18 U.S.C., as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.1		Interactive Data Files

_______________


(1)	Filed previously as an exhibit to the Partnership’s registration statement on Form 10 for the year ended December 31, 2008 and by this reference incorporated herein.


(2)	Filed previously as an exhibit to the Partnership's Annual Report on Form 10-K for the year ended December 31, 2015 filed March 29, 2016 and by this reference incorporated herein.


(3)	Filed previously as an exhibit to the Partnership's Annual Report on Form 10-K for the year ended December 31, 2016 filed March 28, 2017 and by this reference incorporated herein.


(4)	Filed previously as an exhibit to the Partnership's Annual Report on Form 10-Q for the quarter ended March 31, 2017 filed May 15, 2017 and by this reference incorporated herein.

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.



	RESOURCE REAL ESTATE INVESTORS 6, L.P.
	By: Resource Capital Partners, Inc., its general partner

March 23, 2018	By: /s/ Alan F. Feldman
	Alan F. Feldman
	President
	(Principal Executive Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.



/s/ Jeffrey P. Cohen	Director and Chief Executive Officer	March 23, 2018
JEFFREY P. COHEN

/s/ Alan F. Feldman	Director and President	March 23, 2018
ALAN F. FELDMAN

/s/ David E. Bloom	Director and Vice President	March 23, 2018
DAVID E. BLOOM

/s/ Steven R. Saltzman	Vice President of Finance and Chief Financial and Accounting Officer	March 23, 2018
STEVEN R. SALTZMAN	(Principal Financial and Accounting Officer)

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Resource Real Estate Investors 6, L.P.

SCHEDULE III

Real Estate and Accumulated Depreciation

December 31, 2017

(dollars in thousands)

Column A

Column B

Column C

Column D

Column E

Column F

Column G

Column H

Column I

Description

Encumbrances

Initial cost
to Company

Cost capitalized
subsequent to
acquisition

Gross amount at
which carried at
close of period

Accumulated
depreciation

Date of
construction

Date
acquired

Life on which
depreciation in
latest income
is computed

Buildings and land
improvements

Improvements
carrying costs

Buildings and land
improvements total

Real estate owned:

Residential

—

San Antonio, TX

—



	Years Ended
	December 31,
	2017			2016
Balance at the beginning of the period	$	17,525		$	43,708
Additions during period:
Improvements, etc.	9			121
Deductions during period:
Disposals	(17,534		)	(26,304		)
Balance at close of period	$	—		$	17,525

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Resource Real Estate Investors 6 LP - FORM 10-K - March 23, 2018

Attached files

Resource Real Estate Investors 6 LP Reports