REAL ESTATE ASSOCIATES LTD VI
10-Q, 1996-08-19
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, 1996

                         COMMISSION FILE NUMBER 2-82090

                       REAL ESTATE ASSOCIATES LIMITED VI

                        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
                       (A CALIFORNIA LIMITED PARTNERSHIP)

                               INDEX TO FORM 10-Q

                      FOR THE QUARTER ENDED JUNE 30, 1996




PART I.  FINANCIAL INFORMATION

<TABLE>
<CAPTION>
       Item 1.  Financial Statements
<S>       <C>                                                              <C>
              Consolidated Balance Sheets,
                     June 30, 1996 and December 31, 1995    . . . . . . . .  1

              Consolidated Statements of Operations,
                     Six and Three Months Ended, June 30, 1996 and 1995   .  2

              Consolidated Statement of Partners' Deficiency
                     Six Months Ended June 30, 1996   . . . . . . . . . . .  3

              Consolidated Statements of Cash Flows
                     Six Months Ended June 30, 1996 and 1995    . . . . . .  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
                       (A CALIFORNIA LIMITED PARTNERSHIP)

                                 BALANCE SHEETS

                      JUNE 30, 1996 AND DECEMBER 31, 1995

                                     ASSETS

<TABLE>
<CAPTION>
                                                                      1996             1995
                                                                   (Unaudited)      (Audited)   
                                                                  ------------     ------------
<S>                                                             <C>              <C>
INVESTMENTS IN LIMITED PARTNERSHIPS (Note 2)                    $   5,856,864    $   5,619,146

RENTAL PROPERTY, net of accumulated depreciation
    (Notes 1 and 3)                                                 3,309,130        7,285,002

CASH AND CASH EQUIVALENTS (Note 1)                                  5,426,374        4,895,340

CASH, restricted (Note 1)                                              84,338           84,338

SHORT TERM INVESTMENTS (NOTE 1)                                       125,000          125,000

RECEIVABLES FROM LIMITED PARTNERSHIPS (Note 2)                         31,000            1,000

OTHER ASSETS                                                           66,217          327,313 
                                                                  ------------     ------------

          TOTAL ASSETS                                          $  14,898,923    $  18,337,139 
                                                                  ============     ============

                          LIABILITIES AND PARTNERS' DEFICIENCY
LIABILITIES:
    Mortgage notes payable related to properties
        (Notes 3 and 7)                                         $   4,838,169    $   9,890,564
    Notes payable and amounts due for partnership
        interests (Notes 4 and 7)                                   5,795,000        5,795,000
    Accrued interest payable (Notes 4 and 7)                        5,391,269        5,253,980
    Accounts payable                                                   30,481          193,501
    Other liabilities                                                  33,425          131,171 
                                                                  ------------     ------------

                                                                   16,088,344       21,264,216 
                                                                  ------------     ------------

COMMITMENTS AND CONTINGENCIES (Notes 2, 5 and 6)

PARTNERS' DEFICIENCY:
    General partners                                                 (363,083)        (380,460)
    Limited partners                                                 (826,338)      (2,546,617)
                                                                  ------------     ------------

                                                                   (1,189,421)      (2,927,077)
                                                                  ------------     ------------

           TOTAL LIABILITIES AND PARTNERS' EQUITY               $  14,898,923    $  18,337,139 
                                                                  ============     ============
</TABLE>

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





                                       1
<PAGE>   4
                       REAL ESTATE ASSOCIATES LIMITED VI
                       (A CALIFORNIA LIMITED PARTNERSHIP)

                     CONSOLIDATED STATEMENTS OF OPERATIONS

               SIX AND THREE MONTHS ENDED JUNE 30, 1996 AND 1995

                                  (Unaudited)

<TABLE>
<CAPTION>
                                                      Six months    Three months      Six months    Three months
                                                         ended          ended           ended          ended
                                                    June 30, 1996   June 30, 1996   June 30, 1995   June 30, 1995
                                                    -------------   -------------   -------------   -------------
<S>                                               <C>            <C>              <C>             <C>
RENTAL OPERATIONS:
      Revenues                                    $      696,313  $      255,314  $    1,351,948  $      672,989 
                                                    -------------   -------------   -------------   -------------

      Expenses:
          Operating                                      382,876         114,439         770,422         383,298
          Depreciation and amortization (Note 3)         143,044          43,614         195,856          97,928
          Interest                                       347,411         133,676         508,541         254,171 
                                                    -------------   -------------   -------------   -------------

                                                         873,331         291,729       1,474,819         735,397 
                                                    -------------   -------------   -------------   -------------

LOSS FROM RENTAL OPERATIONS                             (177,018)        (36,415)       (122,871)        (62,408)
                                                    -------------   -------------   -------------   -------------

PARTNERSHIP OPERATIONS:
     Interest income                                      77,588          41,382          91,489          60,304 
                                                    -------------   -------------   -------------   -------------

     Expenses:
         Management fees - general partner               262,846         128,973         267,745         133,872
         General and administrative                      165,860          62,140         139,287          56,160
         Interest expense                                259,825         129,913         259,825         129,913 
                                                    -------------   -------------   -------------   -------------
                                                         688,531         321,026         666,857         319,945 
                                                    -------------   -------------   -------------   -------------

LOSS FROM PARTNERSHIP
   OPERATIONS                                           (610,943)       (279,644)       (575,368)       (259,641)
                                                    -------------   -------------   -------------   -------------

GAIN FROM SALE OF RENTAL
   PROPERTY (Note 1)                                   2,050,417          -               -               -

EQUITY IN INCOME OF LIMITED
   PARTNERSHIPS AND AMORTI-
   ZATION OF ACQUISITION COSTS                           346,000         173,000         186,000          93,000

DISTRIBUTIONS FROM LIMITED
    PARTNERSHIPS RECOGNIZED
    AS INCOME (Note 2)                                   129,200          47,898         225,183         225,183 
                                                    -------------   -------------   -------------   -------------

NET INCOME (LOSS)                                  $   1,737,656  $      (95,161) $     (287,056) $       (3,866)
                                                    =============   =============   =============   -------------

NET INCOME (LOSS) PER LIMITED
   PARTNERSHIP INTEREST (Note 1)                   $         103  $           (6) $          (17) $       -      
                                                    =============   =============   =============   -------------
</TABLE>


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





                                       2
<PAGE>   5
                       REAL ESTATE ASSOCIATES LIMITED VI
                       (A CALIFORNIA LIMITED PARTNERSHIP)

                 CONSOLIDATED STATEMENT OF PARTNERS' DEFICIENCY

                        SIX MONTHS ENDED MARCH 31, 1996

                                  (Unaudited)


<TABLE>
<CAPTION>
                                       General          Limited
                                       Partners         Partners          Total 
                                     ------------     ------------     ------------
      <S>                               <C>            <C>              <C>
      PARTNERSHIP INTERESTS,
         June 30, 1996                                     16,810 
                                                      ============


      DEFICIENCY, January 1, 1996    $  (380,460)     $(2,546,617)     $(2,927,077)

         Net income for the
           six months ended 
           June 30, 1996                  17,377        1,720,279        1,737,656 
                                     ------------     ------------     ------------

      DEFICIENCY, June 30, 1996      $  (363,083)     $  (826,338)     $(1,189,421)
                                     ============     ============     ============
</TABLE>

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





                                       3
<PAGE>   6
                       REAL ESTATE ASSOCIATES LIMITED VI
                       (A CALIFORNIA LIMITED PARTNERSHIP)

                     CONSOLIDATED STATEMENTS OF CASH FLOWS

                    SIX MONTHS ENDED MARCH 31, 1996 AND 1995

                                  (Unaudited)

<TABLE>
<CAPTION>
                                                                    1996               1995   
                                                                ------------      ------------
<S>                                                           <C>               <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net  income (loss)                                         $   1,737,656     $    (287,056)
   Adjustments to reconcile net income (loss) to net
      cash used in operating activities:
         Equity in (income) of limited partnerships
               and amortization of acquisition costs               (346,000)         (186,000)
         Depreciation                                               143,044           195,856
         Increase in receivables from limited partnerships          (30,000)          (14,500)
         Decrease in other assets                                   261,096            -
         Increase in accrued interest payable                       137,289           160,419
         (Decrease) increase in accounts payable                   (163,020)            6,393
         Decrease in other liabilities                              (97,746)           -
         Gain on sale of rental property                         (2,050,417)           -      
                                                                ------------      ------------

            Net cash used in  operating activities                 (408,098)         (124,888)
                                                                ------------      ------------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Distributions to limited partnerships recognized as
      as a return of capital                                        108,282           251,062
   Proceeds from sale of rental property                          5,883,245            -      
                                                                ------------      ------------

           Net cash provided by investing activities              5,991,527           251,062 
                                                                ------------      ------------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Payment of mortgages                                          (5,052,395)           -      
                                                                ------------      ------------

NET INCREASE IN CASH AND CASH EQUIVALENTS                           531,034           126,174

CASH AND CASH EQUIVALENTS, beginning of period                    4,895,340         5,072,944 
                                                                ------------      ------------

CASH AND CASH EQUIVALENTS, end of period                      $   5,426,374     $   5,199,118 
                                                                ============      ============


SUPPLEMENTAL DISCLOSURE OF
   CASH FLOW INFORMATION:
      Cash paid during the year for interest                  $     122,536     $     271,637 
                                                                ============      ============
</TABLE>



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





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

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                 JUNE 30, 1996


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, 1995 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, 1996 and the results of
         operations for the six and three months then ended and changes in cash
         flows for the six months then ended.

         USE OF ESTIMATES

         The preparation of financial statements in conformity with generally
         accepted accounting principles 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 financial statements and reported amounts of revenues and
         expenses during the reporting period.  Actual results could differ
         from those estimates.

         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.






                                        5
<PAGE>   8

                       REAL ESTATE ASSOCIATES LIMITED VI
                       (A CALIFORNIA LIMITED PARTNERSHIP)

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                                 JUNE 30, 1996


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

         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.

         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.

         On February 2, 1996, one of the consolidated general partnerships
         (Drexel Park) sold its property for $6,300,000.  The property  had an
         outstanding loan of approximately $5,050,000 and a net book value of
         approximately $3,900,000.  After payment of closings costs, the
         Partnership realized a gain of approximately $2,050,000 and cash of
         $837,000.

NOTE 2 - INVESTMENTS IN LIMITED PARTNERSHIPS

         As of June 30, 1996, the Partnership holds limited partnership
         interests in 27 local limited partnerships  and a general partner
         interest in one general partnership.  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 limited partner interests in seven
         local limited partnerships.  In total, therefore, the Partnership
         holds interests, either directly or indirectly through REA III, in 34
         limited partnerships and one general partnership which own residential
         rental projects consisting 

  
 
                                         6
<PAGE>   9
                       REAL ESTATE ASSOCIATES LIMITED VI
                       (A CALIFORNIA LIMITED PARTNERSHIP)

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                                 JUNE 30, 1996

NOTE 2 - INVESTMENTS IN LIMITED PARTNERSHIP (CONTINUED)


         of 2,832 apartment units.  The mortgage loans of these projects are 
         insured by various governmental agencies.

         The Partnership, as a limited partner, is entitled to between 80
         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, 1996, 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.

         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, 1996:

<TABLE>
         <S>                                                         <C>
          Balance, beginning of period                                $5,619,146
          Equity in income of limited partnerships                       404,000
          Amortization of acquisition costs                              (58,000)
          Cash distributions recognized as a return of capital          (108,282)
                                                                    ------------- 

          Balance, end of period                                      $5,856,864
                                                                      ==========
</TABLE>

         The following are unaudited combined estimated statements of
         operations for the six months ended June 30, 1996 and 1995 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, 1996      June 30, 1996       June 30, 1995        June 30, 1995
                                    -------------      -------------       -------------        -------------
          <S>                         <C>                 <C>              <C>                    <C>
          Income:
              Rental and other        $10,286,000         $5,143,000         $10,330,000          $ 5,165,000
                                      -----------         ----------         -----------          -----------

          Expenses:
              Depreciation              1,765,000            882,000           1,760,000              880,000
              Interest                  2,860,000          1,430,000           2,976,000            1,488,000
              Operating expenses        6,892,000          3,446,000           6,412,000            3,206,000
                                        ---------          ---------       -------------          -----------

          Total expenses               11,517,000          5,758,000          11,148,800            5,574,000
                                       ----------          ---------        ------------          -----------

                   Net loss           $(1,231,000)        $ (615,000)      $    (818,000)         $  (409,000)
                                      ============        ===========      =============          =========== 
</TABLE>


                                        7
<PAGE>   10
                       REAL ESTATE ASSOCIATES LIMITED VI
                       (A CALIFORNIA LIMITED PARTNERSHIP)

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                                 JUNE 30, 1996


NOTE 2 - INVESTMENTS IN LIMITED PARTNERSHIP (CONTINUED)

         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 note outstanding at June 30, 1996 has an interest rate of
         9.5 percent per annum, with principal and interest payments due
         monthly.  The note matures in September 1996 and is in the process of
         being refinanced.  The Partnership is of the opinion that it will
         obtain financing at comparable terms.

         The note is collateralized by the underlying rental property.

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 $5,391,269 at June 30, 1996,
         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 .4 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 $262,845 for the six months
         ended June 30, 1996 and 1995.

         The Partnership reimburses NAPICO for certain expenses.  The
         reimbursement to NAPICO was approximately $22,000 for the six months
         ended June 30, 1996 and 1995, and is included in general and
         administrative expenses.






                                         8
<PAGE>   11
                       REAL ESTATE ASSOCIATES LIMITED VI
                       (A CALIFORNIA LIMITED PARTNERSHIP)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                 JUNE 30, 1996


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.

NOTE 7 - FAIR VALUE OF FINANCIAL INSTRUMENTS

         Statement of Financial Accounting Standards No. 107, "Disclosure about
         Fair Value of Financial Instruments," requires disclosure of fair
         value information about financial instruments, when it is practicable
         to estimate that value.  The mortgage notes payable are insured by HUD
         and are collateralized by the rental properties.  The operations
         generated by the properties and investee limited partnerships are
         subject to various government rules, regulations and restrictions
         which make it impracticable to estimate the fair value of  the
         mortgage notes payable and related accrued interest.  The carrying
         amount of other assets and liabilities reported on the balance sheets
         that require such disclosure approximates fair value due to their
         short-term maturity.






                                        9
<PAGE>   12
                       REAL ESTATE ASSOCIATES LIMITED VI
                       (A CALIFORNIA LIMITED PARTNERSHIP)

                                 JUNE 30, 1996


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, 1996 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.

         RESULTS OF OPERATIONS

         On February 2, 1996, one of the consolidated general partnerships
         (Drexel Park) sold its property for $6,300,000.  The property had an
         outstanding loan of approximately $5,050,000 and a net book value of
         approximately $3,900,000.  After payment of closings costs, the
         Partnership realized a gain of approximately $2,050,000 and cash of
         $837,000.

         Rental operations consist primarily of rental income and depreciation
         expense, debt service, and normal operating expenses to maintain the
         properties.  Variances in rental operations from the prior year to the
         current year relate to the sale of the Drexel Property.

         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 1996 than in 1995 primarily because of expenditures for
         litigation regarding a dispute with a local partnership 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.







                                         10
<PAGE>   13
                       REAL ESTATE ASSOCIATES LIMITED VI
                       (A CALIFORNIA LIMITED PARTNERSHIP)

                                 JUNE 30, 1996


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

         RESULTS OF OPERATIONS (CONTINUED)

         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.





                                        11
<PAGE>   14
                       REAL ESTATE ASSOCIATES LIMITED VI
                       (A CALIFORNIA LIMITED PARTNERSHIP)

                                 JUNE 30, 1996


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, 1996.

Real Estate Associates Limited VI vs. Jansen Properties of Florida, Inc.,
Jeffrey Auslander and Peck, Shaffer & Williams, as Escrow Agents, Case No.
95-7005 AO, Circuit Court, 15th Judicial Circuit, Palm Beach County, Florida.
On September 5, 1995, REAL VI filed a declaratory judgment action claiming that
it is entitled to $376,500 of funds presently held in escrow which funds were
realized from a refinancing of an apartment project in Boynton Beach, Florida
in which REAL VI is the limited partner.  The contestants to the escrow fund,
in addition to REAL VI, were the general partners, Jeffrey Auslander and Jansen
Properties of Florida, Inc., and Keith Rothchild, a judgment creditor of
Auslander.  In connection with REAL VI's litigation the parties reached a
settlement during the period wherein Messrs. Auslander and Jansen were paid
$180,000 as a distribution and they resigned as General Partners of the Local
Partnership.  In connection with their resignation, Rosewood Corporation (an
affiliate of your General Partner) assumed the role of local operating general
partner.  Additional proceeds of approximately $150,000 were spent to cure
deferred maintenance at the property and the balance of approximately $46,500
(less fees and costs) was distributed to REAL VI.  The Property is operating at
a breakeven level of operations.


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
                            (A LIMITED PARTNERSHIP)

                                 JUNE 30, 1996


                                   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>                   6-MOS
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-START>                             JAN-01-1996
<PERIOD-END>                               JUN-30-1996
<CASH>                                       5,426,374
<SECURITIES>                                         0
<RECEIVABLES>                                   31,000
<ALLOWANCES>                                         0
<INVENTORY>                                          0
<CURRENT-ASSETS>                             5,732,929
<PP&E>                                       5,800,191
<DEPRECIATION>                               2,491,061
<TOTAL-ASSETS>                              14,898,923
<CURRENT-LIABILITIES>                           63,906
<BONDS>                                              0
                                0
                                          0
<COMMON>                                             0
<OTHER-SE>                                 (1,189,421)
<TOTAL-LIABILITY-AND-EQUITY>                14,898,923
<SALES>                                              0
<TOTAL-REVENUES>                             3,299,518
<CGS>                                                0
<TOTAL-COSTS>                                        0
<OTHER-EXPENSES>                               954,626
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                             607,236
<INCOME-PRETAX>                              1,737,656
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                          1,737,656
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                 1,737,656
<EPS-PRIMARY>                                        0
<EPS-DILUTED>                                        0
        

</TABLE>


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