REAL ESTATE ASSOCIATES LTD VI
10-Q, 1995-08-21
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 JUNE 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 JUNE 30, 1995




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

       Item 1.  Financial Statements

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

                     Consolidated Statements of Operations,
                            Six and Three Months Ended, June 30, 1995 and 1994  . . . . . . . . . . . . . . 2

                     Consolidated Statement of Partners' Deficiency
                            Six Months Ended June 30, 1995    . . . . . . . . . . . . . . . . . . . . . . . 3

                     Consolidated Statements of Cash Flows
                            Six Months Ended June 30, 1995 and 1994   . . . . . . . . . . . . . . . . . . . 4

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

       Item 2.  Management's Analysis and Discussion of Financial
                     Condition and Results of Operation   . . . . . . . . . . . . . . . . . . . . . . . . . 9


PART II.  OTHER INFORMATION

       Item 1.  Legal Proceedings   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  11

       Item 6.  Exhibits and Reports on Form 8-K    . . . . . . . . . . . . . . . . . . . . . . . . . . .  11

       Signatures   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  12
</TABLE>
<PAGE>   3
               REAL ESTATE ASSOCIATES LIMITED VI AND SUBSIDIARIES
                       (A CALIFORNIA LIMITED PARTNERSHIP)

                          CONSOLIDATED BALANCE SHEETS

                      JUNE 30, 1995 AND DECEMBER 31, 1994

                                     ASSETS

<TABLE>
<CAPTION>
                                                                           1995              1994
                                                                       (Unaudited)         (Audited) 
                                                                       -----------        -----------
<S>                                                                    <C>                <C>
INVESTMENTS IN AND ADVANCES TO                                         
   LIMITED PARTNERSHIPS                                                $ 5,148,802        $ 5,213,864
                                                                       
RENTAL PROPERTY, NET                                                     7,442,973          7,638,829
                                                                       
CASH AND CASH EQUIVALENTS                                                5,199,118          5,072,944
                                                                       
CASH, RESTRICTED                                                            84,900             84,900
                                                                       
SHORT-TERM INVESTMENTS                                                     125,000            125,000
                                                                       
RECEIVABLES FROM LIMITED PARTNERSHIPS                                      271,750            257,250
                                                                       
OTHER ASSETS                                                               332,894            332,894
                                                                       -----------        -----------
                                                                       
      TOTAL ASSETS                                                     $18,605,437        $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                                              4,994,964          4,834,545
   Accounts payable                                                        112,888            106,495
   Other liabilities                                                       133,119            133,119
                                                                       -----------        -----------
                                                                       
                                                                        21,028,972         20,862,160
                                                                       
PARTNERS' DEFICIENCY                                                    (2,423,535)        (2,136,479)
                                                                       -----------        -----------
                                                                       
      TOTAL LIABILITIES AND PARTNERS' DEFICIENCY                       $18,605,437        $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

               SIX AND THREE MONTHS ENDED JUNE 30, 1995 AND 1994

                                  (Unaudited)

<TABLE>
<CAPTION>
                                         Six months        Three months       Six months        Three months
                                            ended              ended             ended              ended
                                        June 30, 1995      June 30, 1995     June 30, 1994      June 30, 1994
                                        -------------      -------------     -------------      -------------
<S>                                        <C>                <C>              <C>                <C>
RENTAL OPERATIONS
Revenues                                   $1,351,948         $ 672,989        $1,366,686          $ 660,666
                                           ----------         ---------        ----------          ---------
Expenses:
Operating expenses                            770,422           383,298           757,874            389,420
Depreciation and amortization                 195,856            97,928           189,488             94,744
Interest expense                              508,541           254,171           509,890            254,864
                                           ----------         ---------        ----------          ---------
                                            1,474,819           735,397         1,457,252            739,028
                                           ----------         ---------        ----------          ---------

Loss From Rental Operations                  (122,871)          (62,408)          (90,566)           (78,362)
                                           ----------         ---------        ----------          ---------
PARTNERSHIP OPERATIONS
Interest income                                91,489            60,304           130,970             31,085
Equity in income of limited
  partnerships and amortization of
  acquisition costs                           186,000            93,000            58,000             29,000
Distributions recognized as income            225,183           225,183           475,059            140,240
                                           ----------         ---------        ----------          ---------
                                              502,672           378,487           664,029            200,325
                                           ----------         ---------        ----------          ---------

Management fees-general partner               267,745           133,872           312,060            156,030
Interest expense                              259,825           129,913           259,825            129,913
General and administrative                    139,287            56,160           121,446             41,200
                                           ----------         ---------        ----------          ---------
                                              666,857           319,945           693,331            327,143
                                           ----------         ---------        ----------          ---------
(Loss) Income From Partnership Operations    (164,185)           58,542           (29,302)          (126,818)
                                           ----------         ---------        ----------          ---------
NET LOSS                                   $ (287,056)        $  (3,866)       $ (119,868)         $(205,180)
                                           ==========         =========        ==========          ========= 
</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

                         SIX MONTHS ENDED JUNE 30, 1995

                                  (Unaudited)


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

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

Net loss for the six months
   ended June 30, 1995                                      (2,871)           (284,185)            (287,056)
                                                         ---------         -----------          -----------

PARTNERS' DEFICIENCY
   at June 30, 1995                                      $(375,425)        $(2,048,110)         $(2,423,535)
                                                         =========         ===========          =========== 
</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

                    SIX MONTHS ENDED JUNE 30, 1995 AND 1994

                                  (Unaudited)

<TABLE>
<CAPTION>
                                                                                1995                1994    
                                                                             -----------         -----------
<S>                                                                          <C>                  <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net loss                                                                  $ (287,056)          $ (119,868)
   Adjustments to reconcile net loss to net cash
     provided by (used in) operating activities:
     Equity in income of limited partnerships                                  (186,000)             (70,000)
       and amortization of acquisition costs                                     -                    12,000
     Depreciation and amortization                                              195,856              189,488
     Increase in receivables from limited partnerships                          (14,500)
     Decrease in - Other assets                                                  -                    87,500
     Increase (decrease) in -
      Accrued interest payable                                                  160,419              140,834
      Accounts payable                                                            6,393               (1,423)
                                                                             ----------           ----------

       Net cash provided by (used in) operating activities                     (124,888)             238,531
                                                                             ----------           ----------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Distributions from limited partnerships
     recognized as a return of capital                                          251,062              185,699
                                                                             ----------           ----------

NET INCREASE IN CASH AND CASH EQUIVALENTS                                       126,174              424,230

CASH AND CASH EQUIVALENTS, beginning of period                                5,072,944            5,010,767
                                                                             ----------           ----------

CASH AND CASH EQUIVALENTS, end of period                                     $5,199,118           $5,434,997
                                                                             ==========           ==========
</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

                                 JUNE 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 June 30, 1995 and the results of
         operations and changes in cash flows for the six 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.

         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.

         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.





                                       5

<PAGE>   8
              REAL ESTATE ASSOCIATES LIMITED VI AND SUBSIDIARIES
                      (A CALIFORNIA LIMITED PARTNERSHIP)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                 JUNE 30, 1995


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

         INCOME TAXES

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

         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 limited
         partnerships as of June 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 June 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.

         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 bear interest at 12 percent per annum and
         will be fully amortized and paid by September 1, 1995.  The balance at
         June 30, 1995 is $105,000.





                                       6

<PAGE>   9
               REAL ESTATE ASSOCIATES LIMITED VI AND SUBSIDIARIES
                       (A CALIFORNIA LIMITED PARTNERSHIP)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                 JUNE 30, 1995


NOTE 2 - INVESTMENTS IN LIMITED PARTNERSHIP (CONTINUED)

         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 June 30, 1995:

<TABLE>
         <S>                                                                 <C>
         Balance, beginning of period                                        $5,213,864
         Equity in income of limited partnerships                               186,000
         Cash distributions recognized as a return of capital                  (251,062)
                                                                             ----------
         Balance, end of period                                              $5,148,802
                                                                             ==========
</TABLE>

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


<TABLE>
<CAPTION>
                                     Six months         Three months        Six months          Three months
                                        ended               ended             ended                 ended
                                    June 30, 1995       June 30, 1995     June 30, 1994         June 30, 1994
                                    -------------       -------------     -------------         -------------
      <S>                             <C>                 <C>                <C>                   <C>
      Income:
        Rental and other              $10,330,000         $5,165,000         $10,182,000           $5,091,000
                                      -----------         ----------         -----------           ----------

      Expenses:
        Depreciation                    1,760,000            880,000           1,784,000              892,000
        Interest                        2,976,000          1,488,000           3,436,000            1,718,000
        Operating expenses              6,412,000          3,206,000           5,934,000            2,967,000
                                      -----------         ----------         -----------           ----------

        Total expenses                 11,148,000          5,574,000          11,154,000            5,577,000
                                      -----------         ----------         -----------           ----------

             Net loss                 $  (818,000)        $ (409,000)        $  (972,000)          $ (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.





                                       7

<PAGE>   10
               REAL ESTATE ASSOCIATES LIMITED VI AND SUBSIDIARIES
                       (A CALIFORNIA LIMITED PARTNERSHIP)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                 JUNE 30, 1995



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 $4,994,964 at June 30, 1995,
         is due at maturity of the notes.

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 $268,000 and $312,000 for
         the six months ended June 30, 1995 and 1994, respectively.

         The Partnership reimburses NAPICO for certain expenses.  In 1995, the
         reimbursement to NAPICO of $14,577 has been paid and included in the
         Partnership's operating expenses.

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.





                                       8

<PAGE>   11
               REAL ESTATE ASSOCIATES LIMITED VI AND SUBSIDIARIES
                       (A CALIFORNIA LIMITED PARTNERSHIP)

                                 JUNE 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 June 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 $4,994,964
         at June 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.

         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.

         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.





                                       9

<PAGE>   12
               REAL ESTATE ASSOCIATES LIMITED VI AND SUBSIDIARIES
                       (A CALIFORNIA LIMITED PARTNERSHIP)

                                 JUNE 30, 1995


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

         RESULTS OF OPERATIONS (CONTINUED)

         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.





                                       10

<PAGE>   13
               REAL ESTATE ASSOCIATES LIMITED VI AND SUBSIDIARIES
                       (A CALIFORNIA LIMITED PARTNERSHIP)

                                 JUNE 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 June 30, 1995.

Rhonda Harris v. HAPI Management Inc., The Carlton Arms Venture, Rosewood
Apartments Corporation and Real Estate Associated Limited VI, Case No.
CI90-7512, Circuit Court, 9th Judicial Circuit, Orange County, Florida.  The
Plaintiff is an acquaintance of a tenant.  Plaintiff alleges that on August 13,
1990, while descending the outside wooden staircase one of the steps broke
causing Plaintiff to fall down the remainder of the stairs.  While the property
has been foreclosed on, however the incident occurred prior to the foreclosure
so this matter was turned over to the Partnership's insurer, Scottsdale
Insurance Company (Claim#: 142792-34, Contact: Joana Warner x2736).  The
Plaintiff is now alleging that she is experiencing seizures as a result of the
fall.  Currently no dollar amount has been demanded by the Plaintiff and no
medical report or supporting evidence validating this claim has been submitted.
Answers to Interrogatories and Production of Documents have been submitted to
the opposing counsel.  In the opinion of management, there is no material
exposure to NAPICO or the Partnership.


ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

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





                                       11

<PAGE>   14
               REAL ESTATE ASSOCIATES LIMITED VI AND SUBSIDIARIES
                            (A LIMITED PARTNERSHIP)

                                 JUNE 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
                                        




                                       12


<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>                   6-MOS
<FISCAL-YEAR-END>                          DEC-31-1995
<PERIOD-START>                             JAN-01-1995
<PERIOD-END>                               JUN-30-1995
<CASH>                                       5,199,118
<SECURITIES>                                         0
<RECEIVABLES>                                  271,750
<ALLOWANCES>                                         0
<INVENTORY>                                          0
<CURRENT-ASSETS>                             5,409,018
<PP&E>                                      11,942,849
<DEPRECIATION>                               4,598,712
<TOTAL-ASSETS>                              18,605,437
<CURRENT-LIABILITIES>                          112,888
<BONDS>                                              0
<COMMON>                                             0
                                0
                                          0
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