REAL ESTATE ASSOCIATES LTD VI
10-Q, 1995-11-17
REAL ESTATE
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<PAGE>   1

                       SECURITIES AND EXCHANGE COMMISSION

                            Washington, D.C.  20549


                                   FORM 10-Q


                  Quarterly Report Under Section 13 or 15(d)
                    of the Securities Exchange Act of 1934

                      FOR QUARTER ENDED SEPTEMBER 30, 1995

                         COMMISSION FILE NUMBER 2-82090

               REAL ESTATE ASSOCIATES LIMITED VI AND SUBSIDIARIES

                        A CALIFORNIA LIMITED PARTNERSHIP

                 I.R.S. EMPLOYER IDENTIFICATION NO. 95-3778627

                        9090 Wilshire Blvd., Suite 201,
                           Beverly Hills, CA.  90211

                         Registrant's Telephone Number,
                       Including Area Code (310) 278-2191

                       Securities Registered Pursuant to
                       Section 12(b) or 12(g) of the Act

                                      NONE

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed with the Commission by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding twelve months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.


                              Yes  X     No
                                  ---       ---




<PAGE>   2

                    REAL ESTATE ASSOCIATES LIMITED VI AND
                          SUBSIDIARIES (A CALIFORNIA
                             LIMITED PARTNERSHIP)

                              INDEX TO FORM 10-Q

                    FOR THE QUARTER ENDED SEPTEMBER 30, 1995





<TABLE>
<S>                                                                                                                       <C>
PART I.  FINANCIAL INFORMATION

      Item 1.  Financial Statements

                 Consolidated Balance Sheets,
                       September 30, 1995 and December 31, 1994   . . . . . . . . . . . . . . . . . . . . . . . . .        1

                 Consolidated Statements of Operations,
                       Nine and Three Months Ended, September 30, 1995 and 1994   . . . . . . . . . . . . . . . . .        2

                 Consolidated Statement of Partners' Deficiency
                       Nine Months Ended September 30, 1995   . . . . . . . . . . . . . . . . . . . . . . . . . . .        3

                 Consolidated Statements of Cash Flows
                       Nine Months Ended September 30, 1995 and 1994    . . . . . . . . . . . . . . . . . . . . . .        4

                 Notes to Consolidated Financial Statements   . . . . . . . . . . . . . . . . . . . . . . . . . . .        5

      Item 2.  Management's Discussion and Analysis of Financial
                    Condition and Results of Operation  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       10


PART II.  OTHER INFORMATION

      Item 1.  Legal Proceedings  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       12

      Item 6.  Exhibits and Reports on Form 8-K   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       12

      Signatures  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       13
</TABLE>





<PAGE>   3

               REAL ESTATE ASSOCIATES LIMITED VI AND SUBSIDIARIES
                       (A CALIFORNIA LIMITED PARTNERSHIP)

                          CONSOLIDATED BALANCE SHEETS

                    SEPTEMBER 30, 1995 AND DECEMBER 31, 1994


<TABLE>
<CAPTION>

                                                                ASSETS
                                                                                                  1995                1994
                                                                                                (Unaudited)         (Audited) 
                                                                                                -----------        -----------
<S>                                                                                             <C>                <C>
INVESTMENTS IN LIMITED PARTNERSHIPS                                                             $ 5,238,597        $ 5,213,864

RENTAL PROPERTY, NET                                                                              7,391,870          7,638,829

CASH AND CASH EQUIVALENTS                                                                         5,019,352          5,072,944

CASH, RESTRICTED                                                                                     84,900             84,900

SHORT-TERM INVESTMENTS                                                                              125,000            125,000

RECEIVABLES FROM LIMITED PARTNERSHIPS                                                               186,750            257,250

OTHER ASSETS                                                                                        332,894            332,894
                                                                                                -----------        -----------

      TOTAL ASSETS                                                                              $18,379,363        $18,725,681
                                                                                                ===========        ===========


                                                 LIABILITIES AND PARTNERS' DEFICIENCY

LIABILITIES:
      Mortgage notes payable                                                                    $ 9,993,001        $ 9,993,001
      Notes payable                                                                               5,795,000          5,795,000
      Accrued interest payable                                                                    5,124,877          4,834,545
      Accounts payable                                                                              125,436            106,495
      Other liabilities                                                                             133,119            133,119
                                                                                                -----------        -----------

                                                                                                 21,171,433         20,862,160

PARTNERS' DEFICIENCY                                                                             (2,792,070)        (2,136,479)
                                                                                                -----------        ----------- 

            TOTAL LIABILITIES AND PARTNERS' DEFICIENCY                                          $18,379,363        $18,725,681
                                                                                                ===========        ===========
</TABLE>





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

                                       1
<PAGE>   4

               REAL ESTATE ASSOCIATES LIMITED VI AND SUBSIDIARIES
                       (A CALIFORNIA LIMITED PARTNERSHIP)

                     CONSOLIDATED STATEMENTS OF OPERATIONS

            NINE AND THREE MONTHS ENDED SEPTEMBER 30, 1995 AND 1994

                                  (Unaudited)

<TABLE>
<CAPTION>
                                                          Nine months       Three months       Nine months       Three months
                                                             ended              ended             ended              ended
                                                        Sept. 30, 1995     Sept. 30, 1995    Sept. 30, 1994     Sept. 30, 1994
                                                        --------------     --------------    --------------     --------------
<S>                                                         <C>               <C>              <C>                  <C>
RENTAL OPERATIONS
      Revenues                                              $2,035,583         $ 683,635        $2,045,865          $ 679,179
                                                            ----------         ---------        ----------          ---------

      Expenses:
           Operating                                         1,141,766           412,069         1,170,241            451,305
           Depreciation and amortization                       246,959            51,103           278,605             89,117
           Management fees-affiliate                            60,374            19,649            57,656             18,718
           Interest                                            762,677           254,136           764,584            254,694
                                                            ----------         ---------        ----------          ---------
                                                             2,211,776           736,957         2,271,086            813,834
                                                            ----------         ---------        ----------          ---------

           Loss From Rental Operations                        (176,193)          (53,322)         (225,221)          (134,655)
                                                            ----------         ---------        ----------          --------- 

PARTNERSHIP OPERATIONS
      Revenues:
           Interest income                                     133,549            42,059           185,692             54,722
           Equity in income of limited
              partnerships and amortization of
              acquisition costs                                279,000            93,000            87,000             29,000
       Distributions recognized as income                      235,771            10,588           506,809             31,750
                                                            ----------         ---------        ----------          ---------
                                                               648,320           145,647           779,501            115,472
                                                            ----------         ---------        ----------          ---------

      Expenses:
           Management fees-general partner                     401,617           133,872           468,090            156,030
           Interest expense                                    389,738           129,913           389,738            129,913
           General and administrative                          205,263           197,076           146,663             25,217
           Mortgage brokerage commission
              to general partner                               131,100               -                 -                  -    
                                                            ----------         ---------        ----------          ---------
                                                             1,127,718           460,861         1,004,491            311,160
                                                            ----------         ---------        ----------          ---------

      Loss From Partnership Operations                        (479,398)         (315,214)         (224,990)          (195,688)
                                                            ----------         ---------        ----------          --------- 

NET LOSS                                                    $ (655,591)        $(368,536)       $ (450,211)         $(330,343)
                                                            ==========         =========        ==========          ========= 

NET LOSS PER PARTNERSHIP
      INVESTMENT INTEREST                                   $      (39)        $     (22)       $      (27)         $     (20)
                                                            ==========         =========        ==========          ========= 
</TABLE>





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

                                       2
<PAGE>   5

               REAL ESTATE ASSOCIATES LIMITED VI AND SUBSIDIARIES
                       (A CALIFORNIA LIMITED PARTNERSHIP)
                 CONSOLIDATED STATEMENT OF PARTNERS' DEFICIENCY

                      NINE MONTHS ENDED SEPTEMBER 30, 1995

                                  (Unaudited)


<TABLE>
<CAPTION>
                                                                         General              Limited
                                                                         Partners            Partners                Total   
                                                                       ------------        ------------          ------------
<S>                                                                       <C>                <C>                 <C>
PARTNERSHIP INTERESTS
      September 30, 1995                                                                          16,810
                                                                                             ===========

PARTNERS' DEFICIENCY
   at January 1, 1995                                                     $(372,554)         $(1,763,925)        $(2,136,479)

Net loss for the nine months
   ended September 30, 1995                                                  (6,556)            (649,035)           (655,591)
                                                                          ---------          -----------         ----------- 

PARTNERS' DEFICIENCY
   at September 30, 1995                                                  $(379,110)         $(2,412,960)        $(2,792,070)
                                                                          =========          ===========         =========== 
</TABLE>


        


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

                                       3
<PAGE>   6

               REAL ESTATE ASSOCIATES LIMITED VI AND SUBSIDIARIES
                       (A CALIFORNIA LIMITED PARTNERSHIP)

                     CONSOLIDATED STATEMENTS OF CASH FLOWS

                 NINE MONTHS ENDED SEPTEMBER 30, 1995 AND 1994

                                  (Unaudited)

<TABLE>
<CAPTION>
                                                                                                 1995                 1994    
                                                                                              ----------           ----------
<S>                                                                                           <C>                  <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
     Net loss                                                                                 $ (655,591)          $ (450,211)
     Adjustments to reconcile net loss to net cash
          provided by (used in) operating activities:
            Equity in income of limited partnerships                                            (282,600)            (105,000)
            Amortization of acquisition costs                                                      3,600               18,000
            Depreciation and amortization                                                        246,959              278,605
            Decrease in receivables from limited partnerships                                     70,500
            Decrease in other assets                                                               -                  169,000
            Increase (decrease) in -
               Accrued interest payable                                                          290,332              243,400
               Accounts payable                                                                   18,941               (2,085)
                                                                                              ----------           ----------
                   Net cash provided by (used in) operating activities                          (307,859)             151,709
                                                                                              ----------           ----------
CASH FLOWS FROM INVESTING ACTIVITIES:
     Distributions from limited partnerships
          recognized as a return of capital                                                      254,267              224,197
                                                                                              ----------           ----------
NET (DECREASE) INCREASE IN CASH AND
     CASH EQUIVALENTS                                                                            (53,592)             375,906
CASH AND CASH EQUIVALENTS, beginning of period                                                 5,072,944            5,010,767
                                                                                              ----------           ----------
CASH AND CASH EQUIVALENTS, end of period                                                      $5,019,352           $5,386,673
                                                                                              ==========           ==========
</TABLE>





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

                                       4
<PAGE>   7
              REAL ESTATE ASSOCIATES LIMITED VI AND SUBSIDIARIES
                      (A CALIFORNIA LIMITED PARTNERSHIP)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                               SEPTEMBER 30, 1995


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

         GENERAL

         The information contained in  the following notes to the financial
         statements is condensed from that which would appear in the audited
         annual financial statements; accordingly, the financial statements
         included herein should be reviewed in conjunction with the financial
         statements and related notes thereto contained in the annual report
         for the year ended December 31, 1994 prepared by Real Estate
         Associates Limited VI and Subsidiaries (the "Partnership").  National
         Partnership Investments Corp. ("NAPICO") is the corporate general
         partner of the Partnership.  Accounting measurements at interim dates
         inherently involve greater reliance on estimates than at year end.
         The results of operations for the interim periods presented are not
         necessarily indicative of the results for the entire year.

         In the opinion of the Partnership, the accompanying unaudited
         financial statements contain all adjustments (consisting primarily of
         normal recurring accruals) necessary to present fairly the financial
         position of the Partnership at September 30, 1995 and the results of
         operations for the three and nine months then ended and changes in
         cash flows for the nine months then ended.

         PRINCIPLES OF CONSOLIDATION

         The consolidated financial statements include the accounts of Real
         Estate Associates Limited VI and its majority-owned general
         partnerships.  All significant intercompany accounts and transactions
         have been eliminated in consolidation.

         METHOD OF ACCOUNTING FOR INVESTMENT IN THE UNCONSOLIDATED LIMITED
         PARTNERSHIPS

         The investments in unconsolidated limited partnerships are accounted
         for on the equity method.  Acquisition, selection and other costs
         related to the acquisition of the projects are capitalized as part of
         the investment account.

         NET LOSS PER LIMITED PARTNERSHIP INTEREST

         Net loss per limited partnership interest was computed by dividing the
         limited partners' share of net loss by the number of limited
         partnership interests outstanding during the year.  The number of
         limited partnership interests was 16,810 for the periods presented.

         CASH AND CASH EQUIVALENTS

         Cash and cash equivalents consist of unrestricted cash and bank
         certificates of deposit with maturities of three months or less.
         Restricted cash consist of tenants' security and escrow deposits and
         mortgage impounds.





                                      5
<PAGE>   8

               REAL ESTATE ASSOCIATES LIMITED VI AND SUBSIDIARIES
                       (A CALIFORNIA LIMITED PARTNERSHIP)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                               SEPTEMBER 30, 1995


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

         SHORT-TERM INVESTMENTS

         Short-term investments consit of bank certificates of deposit with
         original maturities ranging from more than three months to twelve
         months.  The fair value of these securities, which have been
         classified as held for sale, approximates their carrying value.

         INCOME TAXES

         No provision has been made for income taxes in the accompanying
         financial statements since such taxes, if any, are the liability of
         the individual partners.

         RENTAL PROPERTY AND DEPRECIATION

         Rental property is stated at cost. Depreciation is provided on the
         straight-line and accelerated methods over the estimated useful lives
         of the buildings and equipment.  Pursuant to a purchase agreement in
         which the Partnership acquired its interest from withdrawing general
         partners, certain rental property was revalued to reflect the purchase
         price.

         Substantially all of the apartment units are leased on a
         month-to-month basis.

NOTE 2 - INVESTMENTS IN LIMITED PARTNERSHIPS

         The Partnership holds limited partnership interests in 29 local
         limited partnerships as of September 30, 1995, and general partner
         interests in an additional two general partnerships.  In addition,
         REAL VI holds a general partner interest in Real Estate Associates III
         ("REA III"), a California general partnership.  NAPICO is also a
         general partner in REA III.  REA III, in turn, holds a general partner
         interest in one local general partnership and limited partner
         interests in seven local limited partnerships.  In total, therefore,
         the Partnership holds interests, either directly or indirectly through
         REA III, in 36 local partnerships which own residential rental
         projects consisting of 3,063 apartment units.  The mortgage loans of
         these projects are insured by various governmental agencies.

         The Partnership, as a limited partner, is entitled to between 90
         percent and 99 percent of the profits and losses of the limited
         partnerships it has invested in directly. The Partnership is also
         entitled to 99.9 percent of the profits and losses of REA III.  REA
         III holds a 99 percent interest in each of the limited partnerships in
         which it has invested.

         As of September 30, 1995, the Partnership is obligated, if certain
         conditions are met, to invest an additional $90,500 in its investee
         partnerships at various times in the future.  This amount has not been
         recorded as a liability in the accompanying financial statements.





                                      6
<PAGE>   9

               REAL ESTATE ASSOCIATES LIMITED VI AND SUBSIDIARIES
                       (A CALIFORNIA LIMITED PARTNERSHIP)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                               SEPTEMBER 30, 1995

NOTE 2 - INVESTMENTS IN LIMITED PARTNERSHIP (CONTINUED)

         In 1993, a limited partnership (Lincoln Mariner's Associates Limited)
         entered into a Loan Agreement with the City of San Diego to issue of
         new Mortgage Revenue Funding Bonds to refinance the mortgage and
         refund the bonds.  The Partnership and N.C. Lincoln Company (an
         affiliate of the general partner of Lincoln Mariner's Associates
         Limited) each loaned Lincoln Mariner's Associates Limited $382,500, to
         pay the costs and expenses in connection with the refunding and
         refinancing.  These loans were paid by September 1, 1995.

         Two local limited partnerships recently participated in refinancing
         their Taxable Mortgage Revenue Refunding Bonds.  Fillmore Investors,
         Ltd. refunded the bond issue, consisting of $5,185,000 and $2,515,000
         in Tax-Exempt Mortgage Revenue Refunding Bonds, Series 1995A and
         Series 1995A-1, respectively, and $160,000 in Taxable Mortgage Revenue
         Refunding Bonds, Series 1995B, for a total of $7,860,000.  By
         completing the transaction, the local partnership benefits from a
         reduction of the mortgage interest rate, from 11.61% to a rate not to
         exceed 8.75%.  Furthermore, all costs associated with the transaction
         were born by ("HUD".)  All debt service savings will be realized by
         the City of Phoenix and HUD until the expiration of the Housing
         Assistance Payments  ("HAP") Contract in 2003; thereafter, the local
         partnership will realize all debt service savings from 2003 until the
         mortgage matures in 2024.  Also, Boynton Associates, Ltd. refunded
         bond issue, consisting of $4,375,000 of Multifamily Housing Revenue
         Refunding Bonds, Series 1995A and $875,000 in Taxable Multifamily
         Housing Revenue Refunding Bonds, Series 1995B, for a total of
         $5,250,000.  By completing this transaction, the local partnership
         will benefit by sharing in the debt service savings resulting from a
         reduction in the mortgage interest rate.  Ten percent (10%) of these
         savings will be deposited in the Replacement Reserve account, under
         the control of HUD, for the benefit of the property.

         Equity in losses of unconsolidated limited partnerships is recognized
         in the financial statements until the limited partnership investment
         account is reduced to a zero balance or to a negative amount equal to
         further capital contributions required.  Losses incurred after the
         limited partnership investment account is reduced to zero are not
         recognized.

         Distributions from the unconsolidated limited partnerships are
         accounted for as a return of capital until the investment balance is
         reduced to zero.  Subsequent distributions received are recognized as
         income.

         The following is a summary of the investment in unconsolidated limited
         partnerships as of September 30, 1995:

<TABLE>
         <S>                                                                                      <C>
         Balance, beginning of period                                                             $5,213,864
         Equity in income of limited partnerships                                                    282,600
         Amortization of acquisition costs                                                            (3,600)
         Cash distributions recognized as a return of capital                                       (254,267)
                                                                                                  ----------

         Balance, end of period                                                                   $5,238,597
                                                                                                  ==========
</TABLE>





                                         7
<PAGE>   10

               REAL ESTATE ASSOCIATES LIMITED VI AND SUBSIDIARIES
                       (A CALIFORNIA LIMITED PARTNERSHIP)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                               SEPTEMBER 30, 1995


NOTE 2 - INVESTMENTS IN LIMITED PARTNERSHIP (CONTINUED)

         The following are unaudited combined estimated statements of
         operations of the unconsolidated limited partnerships in which the
         Partnership has investments:

<TABLE>
<CAPTION>
                                                      Nine months        Three months       Nine months          Three months
                                                         ended               ended             ended                 ended
                                                    Sept. 30, 1995      Sept. 30, 1995     Sept. 30, 1994       Sept. 30, 1994
                                                    --------------      --------------     --------------       --------------
          <S>                                         <C>                 <C>                <C>                  <C>
          Income:                                                                                                 
              Rental and other                        $15,495,000         $ 5,165,000        $15,273,000          $5,091,000
                                                      -----------         -----------        -----------          ----------
                                                                                                                  
          Expenses:                                                                                               
              Depreciation                              2,640,000             880,000          2,676,000             892,000
              Interest                                  4,464,000           1,488,000          5,154,000           1,718,000
              Operating expenses                        9,618,000           3,206,000          8,901,000           2,967,000
                                                      -----------         -----------        -----------          ----------
          Total expenses                               16,722,000           5,574,000         16,731,000           5,577,000
                                                      -----------         -----------        -----------          ----------
                   Net loss                           $(1,227,000)        $  (409,000)       $(1,458,000)         $ (486,000)
                                                      -----------         -----------        -----------          ----------
</TABLE>

         NAPICO, or one of its affiliates, is the general partner and property
         management agent for certain of the limited partnerships included
         above.

NOTE 3 - MORTGAGE NOTES PAYABLE

         The mortgage notes have rates of 9.5 percent per annum with principal
         and interest payments due monthly.  The notes have maturity dates
         ranging from September 1996 to January 1997.

         These notes are collateralized by the underlying rental properties.

NOTE 4 - NOTES PAYABLE

         Certain of the Partnership's investments involved purchases of
         partnership interests from partners who subsequently withdrew from the
         operating partnership.  The purchase of these interests provides for
         additional cash payments of approximately $325,000 based upon
         specified events as outlined in the purchase agreements.  Such amounts
         have been recorded as liabilities.  In addition, the Partnership is
         obligated on non-recourse notes payable of $5,470,000 which bear
         interest at 9.5 percent and have principal maturities ranging from
         December 1996 to December 2012.  The notes and related interest are
         payable from cash flow generated from operations of the related rented
         properties as defined in the notes.  These obligations are
         collateralized by the Partnership's investments in the limited
         partnerships.  Unpaid interest equal to $5,124,877 at September 30,
         1995, is due at maturity of the notes.





                                              8
<PAGE>   11

               REAL ESTATE ASSOCIATES LIMITED VI AND SUBSIDIARIES
                       (A CALIFORNIA LIMITED PARTNERSHIP)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                               SEPTEMBER 30, 1995


NOTE 5 - MANAGEMENT FEES AND EXPENSES DUE TO GENERAL PARTNER

         Under the terms of the Restated Certificate and Agreement of Limited
         Partnership, the Partnership is obligated to the corporate general
         partner for an annual management fee of approximately .5 percent of
         the original invested assets of the limited partnerships.  Invested
         assets are defined as the costs of acquiring project interests,
         including the proportionate amount of the mortgage loans related to
         the Partnership's interests in the capital accounts of the respective
         partnerships.  This fee was approximately $402,000 and $468,000 for
         the nine months ended September 30, 1995 and 1994, respectively.

         The Partnership reimburses NAPICO for certain expenses.  In 1995, the
         reimbursement to NAPICO of $32,797 has been paid and included in the
         Partnership's operating expenses.

         A mortgage brokerage commission of $131,100 was paid to the general
         partner for its involvement in refinancing the mortgages of two local
         partnership properties.

NOTE 6 - CONTINGENCIES

         The corporate general partner of the Partnership and the Partnership
         are plaintiffs in various lawsuits and have also been named defendants
         in other lawsuits arising from transactions in the ordinary course of
         business.  In the opinion of management and the corporate general
         partner, the claims will not result in any material liability to the
         Partnership.





                                         9
<PAGE>   12

               REAL ESTATE ASSOCIATES LIMITED VI AND SUBSIDIARIES
                       (A CALIFORNIA LIMITED PARTNERSHIP)

                               SEPTEMBER 30, 1995


ITEM 2.  MANAGEMENT'S ANALYSIS AND DISCUSSION OF FINANCIAL
         CONDITION AND RESULTS OF OPERATIONS

         LIQUIDITY AND CAPITAL RESOURCES

         The Partnership's primary sources of funds include interest income on
         short term investments and distributions from limited partnerships in
         which the Partnership has invested.  It is not expected that any of
         the local limited partnerships in which the Partnership has invested
         will generate cash flow sufficient to provide for distributions to
         limited partners in any material amount.

         The Partnership has committed as of September 30, 1995 to investments
         in limited partnerships requiring additional  capital contributions of
         $90,500.  The Partnership normally makes its capital contributions to
         the local limited partnerships in stages, over a period of two to five
         years, with each contribution due on a specified date, provided that
         certain conditions regarding construction or operation of the project
         have been fulfilled.  The Partnership has no significant commitments
         once the capital contributions have been made.

         The Partnership is obligated on notes payable of $5,795,000 bearing
         interest at 9.5 percent, payable at maturity dates ranging from
         December 1996 to December 2012 or upon sale or refinancing of the
         underlying partnership properties unpaid interest, equal to $5,124,877
         at September 30, 1995 is due at maturity of the notes.

         RESULTS OF OPERATIONS

         Rental revenues and expenses incurred to operate the rental properties
         are consistent with the prior year.

         Partnership revenues consist primarily of interest income earned on
         certificates of deposit and other temporary investment of funds not
         required for investment in local partnerships.

         Operating expenses consist primarily of recurring general and
         administrative expenses and professional fees for services rendered to
         the Partnership.  In addition, an annual Partnership management fee in
         an amount equal to .5 percent of invested assets is payable to the
         corporate general partner.  General and administrative expenses are
         higher in 1995 than in 1994 primarily because of expenditures for
         litigation regarding a dispute with a local partnership general
         partner.

         A mortgage brokerage commission of $131,100 was paid to the general
         partner for its involvement in refinancing the mortgages of two local
         partnership properties.

         The Partnership accounts for its investments in the local limited
         partnerships on the equity method, thereby adjusting its investment
         balance by its proportionate share of the income or loss of the local
         limited partnerships.  Losses incurred after the limited partnership
         investment account is reduced to zero are not recognized.





                                           10
<PAGE>   13

               REAL ESTATE ASSOCIATES LIMITED VI AND SUBSIDIARIES
                       (A CALIFORNIA LIMITED PARTNERSHIP)

                               SEPTEMBER 30, 1995


ITEM 2.  MANAGEMENT'S ANALYSIS AND DISCUSSION OF FINANCIAL
         CONDITION AND RESULTS OF OPERATIONS

         RESULTS OF OPERATIONS (CONTINUED)

         Distributions received from limited partnerships are recognized as
         return of capital until the investment balance has been reduced to
         zero or to a negative amount equal to future capital contributions
         required.  Subsequent distributions received are recognized as income.

         Distributions recognized as income were higher in 1994 than in 1995
         because a cash distribution was received and recognized as income in
         1994 from a limited partnership who had positive cash flow due to
         refinancing its mortgage.

         Except for certificates of deposit and money market funds, the
         Partnership's investments are entirely from interests in other limited
         and general partnerships owning government assisted projects.  Funds
         temporarily not required for such investments in projects are invested
         providing interest income as reflected in the statement of operations.
         These funds can be converted to cash to meet obligations as they
         arise.  The Partnership intends to continue investing available funds
         in this manner.

         The Partnership, as a limited or general partner in the local
         partnerships in which it has invested, is subject to the risks
         incident to the construction, management, and ownership of improved
         real estate.  The Partnership investments are also subject to adverse
         general economic conditions and accordingly, the status of the
         national economy, including substantial unemployment and concurrent
         inflation, could increase vacancy levels, rental payment defaults, and
         operating expenses, which in turn, could substantially increase the
         risk of operating losses for the projects.





                                          11
<PAGE>   14

               REAL ESTATE ASSOCIATES LIMITED VI AND SUBSIDIARIES
                       (A CALIFORNIA LIMITED PARTNERSHIP)

                               SEPTEMBER 30, 1995

PART II.  OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

The corporate general partner is a plaintiff or defendant in several suits,
including the following related to REAL VI as of September 30, 1995.


ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

         (a)     No exhibits are required per the provision of item 7 of
regulation S-K.





                                       12
<PAGE>   15

               REAL ESTATE ASSOCIATES LIMITED VI AND SUBSIDIARIES
                            (A LIMITED PARTNERSHIP)

                               SEPTEMBER 30, 1995


                                   SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.


                                 REAL ESTATE ASSOCIATES LIMITED VI AND
                                 SUBSIDIARIES (a California limited partnership)


                                 By: National Partnership Investments
                                     Corp., General Partner


                                 Date:______________________________________



                                 By:________________________________________
                                    Bruce Nelson
                                    President



                                 Date:_____________________________________



                                 By:________________________________________
                                    Shawn Horwitz
                                    Executive Vice President and
                                    Chief Financial Officer





                                        13

<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
PARTNERSHIP'S STATEMENTS OF EARNINGS AND BALANCE SHEETS AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS
</LEGEND>
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          DEC-31-1995
<PERIOD-START>                             JAN-01-1995
<PERIOD-END>                               SEP-30-1995
<CASH>                                       5,019,352
<SECURITIES>                                         0
<RECEIVABLES>                                  186,750
<ALLOWANCES>                                         0
<INVENTORY>                                          0
<CURRENT-ASSETS>                             5,149,352
<PP&E>                                      11,942,849
<DEPRECIATION>                               4,649,815
<TOTAL-ASSETS>                              18,379,363
<CURRENT-LIABILITIES>                          125,436
<BONDS>                                              0
<COMMON>                                             0
                                0
                                          0
<OTHER-SE>                                 (2,792,070)
<TOTAL-LIABILITY-AND-EQUITY>                18,379,363
<SALES>                                              0
<TOTAL-REVENUES>                             2,683,903
<CGS>                                                0
<TOTAL-COSTS>                                        0
<OTHER-EXPENSES>                             2,187,079
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                           1,152,415
<INCOME-PRETAX>                              (655,591)
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                          (655,591)
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                 (655,591)
<EPS-PRIMARY>                                        0
<EPS-DILUTED>                                        0
        

</TABLE>


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