REAL ESTATE ASSOCIATES LTD VI
10-Q, 1996-05-17
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 MARCH 31, 1996

                         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 MARCH 31, 1996

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

        Item 1.  Financial Statements

                      Consolidated Balance Sheets,
                              March 31, 1996 and December 31, 1995 .........   1
                                                                                
                      Consolidated Statements of Operations,                    
                              Three Months Ended, March 31, 1996 and 1995...   2
                                                                                
                      Consolidated Statement of Partners' Deficiency            
                              Three Months Ended March 31, 1996 ............   3
                                                                                
                      Consolidated Statements of Cash Flows                     
                              Three Months Ended March 31, 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
                      MARCH 31, 1996 AND DECEMBER 31, 1995

<TABLE>
<CAPTION>
                                     ASSETS

                                                                         1996              1995
                                                                     (Unaudited)         (Audited)
                                                                     ------------      ------------
<S>                                                                  <C>               <C>         
INVESTMENTS IN LIMITED PARTNERSHIPS (Note 2)                         $  5,702,296      $  5,619,146

RENTAL PROPERTY, net of accumulated depreciation
    (Notes 1 and 3)                                                     3,352,744         7,285,002

CASH AND CASH EQUIVALENTS (Note 1)                                      5,613,627         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                                               $ 14,975,222      $ 18,337,139
                                                                     ============      ============

                      LIABILITIES AND PARTNERS' DEFICIENCY

LIABILITIES:
    Mortgage notes payable related to properties (Notes 3 and 7)     $  4,838,167      $  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)                            5,324,931         5,253,980
    Accounts payable                                                       77,959           193,501
    Other liabilities                                                      33,425           131,171
                                                                     ------------      ------------
                                                                       16,069,482        21,264,216
                                                                     ------------      ------------
COMMITMENTS AND CONTINGENCIES (Notes 2, 5 and 6)

PARTNERS' DEFICIENCY:
    General partners                                                     (362,132)         (380,460)
    Limited partners                                                     (732,128)       (2,546,617)
                                                                     ------------      ------------
                                                                       (1,094,260)       (2,927,077)
                                                                     ------------      ------------
           TOTAL LIABILITIES AND PARTNERS' EQUITY                    $ 14,975,222      $ 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
                   THREE MONTHS ENDED MARCH 31, 1996 AND 1995

                                   (Unaudited)

<TABLE>
<CAPTION>
                                                             1996             1995
                                                         -----------      -----------
<S>                                                      <C>              <C>        
RENTAL OPERATIONS:
     Revenues                                            $   440,999      $   678,959
                                                         -----------      -----------
      Expenses:
          Operating                                          268,437          387,124
          Depreciation and amortization (Note 1)              99,430           97,928
          Interest                                           213,735          254,370
                                                         -----------      -----------
                                                             581,602          739,422
                                                         -----------      -----------
LOSS FROM RENTAL OPERATIONS                                 (140,603)         (60,463)
                                                         -----------      -----------
PARTNERSHIP OPERATIONS:
    Interest income                                           36,205           31,186
                                                         -----------      -----------
    Expenses:
          Management fees - general partner (Note 3)         133,872          133,873
          General and administrative                         103,719           83,128
          Interest expense                                   129,913          129,913
                                                         -----------      -----------
                                                             367,504          346,914
                                                         -----------      -----------
LOSS FROM PARTNERSHIP OPERATIONS                            (331,299)        (315,728)
                                                         -----------      -----------
GAIN FROM SALE OF RENTAL PROPERTY (Note 1)                 2,050,417             --

EQUITY IN INCOME OF LIMITED PARTNERSHIPS AND
      AMORTIZATION OF ACQUISITION COSTS                      173,000           93,000

DISTRIBUTIONS FROM LIMITED PARTNERSHIPS
      RECOGNIZED AS INCOME (Note 2)                           81,302                0
                                                         -----------      -----------
NET INCOME (LOSS)                                        $ 1,832,817      $  (283,191)
                                                         ===========      ===========
NET INCOME (LOSS) PER LIMITED PARTNERSHIP
     INTEREST (Note 1)                                   $       109      $       (17)
                                                         ===========      ===========
</TABLE>

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

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

                 CONSOLIDATED STATEMENT OF PARTNERS' DEFICIENCY
                        THREE MONTHS ENDED MARCH 31, 1996

                                   (Unaudited)

<TABLE>
<CAPTION>
                                          General          Limited
                                          Partners         Partners           Total
                                         -----------      -----------      -----------
<S>                                      <C>              <C>              <C>         
PARTNERSHIP INTERESTS,
     March 31, 1996                                            16,810
                                                          ===========

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

     Net income for the three months
     ended March 31, 1996                     18,328        1,814,489        1,832,817
                                         -----------      -----------      -----------
DEFICIENCY, March 31, 1996               $  (362,132)     $  (732,128)     $(1,094,260)
                                         ===========      ===========      ===========
</TABLE>

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

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

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                   THREE MONTHS ENDED MARCH 31, 1996 AND 1995

                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                                 1996              1995
                                                                              -----------      -----------
<S>                                                                           <C>              <C>         
CASH FLOWS FROM OPERATING ACTIVITIES:
       Net  income (loss)                                                     $ 1,832,817      $  (283,191)
       Adjustments to reconcile net income (loss) to net
          cash used in operating activities:
             Equity in (income) of limited partnerships

                   and amortization of acquisition costs                         (173,000)         (93,000)
             Depreciation                                                          99,430           97,928
             (Increase) decrease in receivables from limited partnerships         (30,000)         (14,500)
             Decrease in other assets                                             261,096             --
             Increase in accrued interest payable                                  70,951          112,645
             (Decrease) increase in accounts payable                             (115,542)          22,760
             Decrease in other liabilities                                        (97,746)            --
             Gain on sale of rental property                                   (2,050,417)            --
                                                                              -----------      -----------
                Net cash used in  operating activities                           (202,411)        (157,358)
                                                                              -----------      -----------

CASH FLOWS FROM INVESTING ACTIVITIES:
       Distributions to limited partnerships recognized as
          as a return of capital                                                   89,850          160,940
       Decrease in restricted cash                                                      0             --
       Capital contribution to investee limited partnership                             0             --
       Proceeds from sale of rental property                                    5,883,245             --
                                                                              -----------      -----------
               Net cash provided by investing activities                        5,973,095          160,940
                                                                              -----------      -----------

CASH FLOWS FROM FINANCING ACTIVITIES:
       Payment of mortgages                                                    (5,052,397)            --
                                                                              -----------      -----------
NET INCREASE (DECREASE) IN CASH AND
     CASH EQUIVALENTS                                                             718,287            3,582

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD                                  4,895,340        5,072,944
                                                                              -----------      -----------
CASH AND CASH EQUIVALENTS, END OF PERIOD                                      $ 5,613,627      $ 5,076,526
                                                                              ===========      ===========

SUPPLEMENTAL DISCLOSURE OF
       CASH FLOW INFORMATION:
          Cash paid during the year for interest                              $   272,697      $   271,637
                                                                              ===========      ===========
</TABLE>

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

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

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                 MARCH 31, 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 March 31, 1996 and the results of operations and
        changes in cash flows for the three 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 AND SUBSIDIARIES
                       (A CALIFORNIA LIMITED PARTNERSHIP)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                 MARCH 31, 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 is 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 March 31, 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 AND SUBSIDIARIES
                       (A CALIFORNIA LIMITED PARTNERSHIP)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                 MARCH 31, 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 March 31, 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 March 31, 1996:

<TABLE>
<S>                                                                  <C>       
            Balance, beginning of period                             $5,619,146
            Equity in income of limited partnerships                    202,000
            Amortization of acquisition costs                           (29,000)
            Cash distributions recognized as a return of capital        (89,850)
                                                                     ----------
            Balance, end of period                                   $5,702,296
                                                                     ==========
</TABLE>

        The following are unaudited combined estimated statements of operations
        for the three months ended March 31, 1996 and 1995 of the unconsolidated
        limited partnerships in which the Partnership has investments:

<TABLE>
<CAPTION>
                                                        1996          1996
                                                     ----------    ----------
<S>                                                  <C>           <C>       
        Income:                               
            Rental and other                         $5,143,000    $5,165,000
                                                     ----------    ----------
        Expenses:                             
            Depreciation                                882,000       880,000
            Interest                                  1,430,000     1,488,000
            Operating expenses                        3,446,000     3,206,000
                                                     ----------    ----------
        Total expenses                                  575,800     5,574,000
                                                     ----------    ----------
                 Net loss                            $ (615,000)   $ (409,000)
                                                     ==========    ==========
</TABLE>
                                

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

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                 MARCH 31, 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 March 31, 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
        $5,324,931at March 31, 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 $134,000 for the three months ended March 31, 1996
        and 1995.

        The Partnership reimburses NAPICO for certain expenses. The
        reimbursement to NAPICO was $10,932 for the three months ended March 31,
        1996 and 1995, and is included in general and administrative expenses.

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

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                 MARCH 31, 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 AND SUBSIDIARIES
                       (A CALIFORNIA LIMITED PARTNERSHIP)

                                 MARCH 31, 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 March 31, 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 is 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
        Parnterhsip realized a gain of approximately $2,050,000 and cash of
        $837,000.

        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 AND SUBSIDIARIES
                       (A CALIFORNIA LIMITED PARTNERSHIP)

                                 MARCH 31, 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 AND SUBSIDIARIES
                       (A CALIFORNIA LIMITED PARTNERSHIP)

                                 MARCH 31, 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 March 31, 1996.

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)

                                 MARCH 31, 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>                   3-MOS
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-START>                             JAN-10-1996
<PERIOD-END>                               MAR-31-1996
<CASH>                                       5,697,965
<SECURITIES>                                         0
<RECEIVABLES>                                   31,000
<ALLOWANCES>                                         0
<INVENTORY>                                          0
<CURRENT-ASSETS>                             5,920,182
<PP&E>                                       5,800,191
<DEPRECIATION>                               2,447,447
<TOTAL-ASSETS>                              14,975,222
<CURRENT-LIABILITIES>                           77,959
<BONDS>                                              0
                                0
                                          0
<COMMON>                                             0
<OTHER-SE>                                 (1,094,260)
<TOTAL-LIABILITY-AND-EQUITY>                14,975,222
<SALES>                                              0
<TOTAL-REVENUES>                             2,781,923
<CGS>                                                0
<TOTAL-COSTS>                                        0
<OTHER-EXPENSES>                               605,458
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                             343,648
<INCOME-PRETAX>                              1,832,817
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                          1,832,817
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
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