REAL ESTATE ASSOCIATES LTD VI
10-Q, 1997-11-17
REAL ESTATE
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<PAGE>   1
                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549


                                    FORM 10-Q


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

                For the Quarterly Period Ended SEPTEMBER 30, 1997

                         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


Indicate by check mark whether the registrant (1) has filed all documents and
reports required to be filed 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 SEPTEMBER 30, 1997


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

   Item 1.  Financial Statements

               Consolidated Balance Sheets,
                     September 30, 1997 and December 31, 1996 ................1

               Consolidated Statements of Operations,
                     Nine and Three Months Ended, 
                     September 30, 1997 and 1996..............................2

               Consolidated Statement of Partners' Deficiency
                     Nine Months Ended September 30, 1997 ....................3

               Consolidated Statements of Cash Flows
                     Nine Months Ended September 30, 1997 and 1996 ...........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

                    SEPTEMBER 30, 1997 AND DECEMBER 31, 1996
<TABLE>
<CAPTION>

                                     ASSETS
                                                                      1997               1996
                                                                (Unaudited)          (Audited)
                                                              -------------      -------------

<S>                                                            <C>             <C>         
INVESTMENTS IN LIMITED PARTNERSHIPS (Note 2)                   $  5,716,979    $  6,051,522

RENTAL PROPERTY, net of accumulated depreciation
    (Notes 1 and 3)                                               3,027,626       3,158,470

CASH AND CASH EQUIVALENTS (Note 1)                                6,697,094       5,849,983

CASH, restricted (Note 1)                                            35,750          35,750

OTHER ASSETS                                                        215,761         190,643
                                                               ------------    ------------

TOTAL ASSETS                                                   $ 15,693,210    $ 15,286,368
                                                               ============    ============

                      LIABILITIES AND PARTNERS' DEFICIENCY
LIABILITIES:
Mortgage notes payable related to properties (Notes 3 and 7)   $  4,886,300    $  4,886,300
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)                          5,970,206       5,650,383
Accounts payable                                                     49,381          47,372
Other liabilities                                                    35,750          35,750
                                                               ------------    ------------

                                                                 16,736,637      16,414,805
                                                               ------------    ------------

COMMITMENTS AND CONTINGENCIES (Notes 2, 5 and 6)

PARTNERS' DEFICIENCY:
General partners                                                   (361,624)       (362,474)
Limited partners                                                   (681,803)       (765,963)
                                                               ------------    ------------

                                                                 (1,043,427)     (1,128,437)
                                                               ------------    ------------

TOTAL LIABILITIES AND PARTNERS' DEFICIENCY                     $ 15,693,210    $ 15,286,368
                                                               ============    ============

</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

             NINE AND THREE MONTHS ENDED SEPTEMBER 30, 1997 AND 1996

                                   (Unaudited)
<TABLE>
<CAPTION>

                                                      Nine months     Three months     Nine months     Three months
                                                         ended            ended           ended            ended
                                                      Sept. 30, 1997  Sept. 30, 1997   Sept. 30, 1996  Sept. 30, 1996
                                                      -------------   --------------   -------------   --------------
<S>                                                    <C>             <C>              <C>            <C>           
RENTAL OPERATIONS:
     Revenues                                          $   798,573     $   268,902     $   950,365     $   254,052
                                                       -----------     -----------     -----------     -----------

      Expenses:
         Operating                                         363,511         110,204         537,448         154,572
         Depreciation and amortization (Note 1)            130,844          43,615         186,748          43,704
         Interest                                          363,465         121,155         442,503          95,092
                                                       -----------     -----------     -----------     -----------

                                                           857,820         274,974       1,166,699         293,368
                                                       -----------     -----------     -----------     -----------

LOSS FROM RENTAL OPERATIONS                                (59,247)         (6,072)       (216,334)        (39,316)
                                                       -----------     -----------     -----------     -----------

PARTNERSHIP OPERATIONS:
    Interest income                                        208,041          76,846         125,408          47,820
                                                       -----------     -----------     -----------     -----------

    Expenses:
         Management fees - general partner (Note 3)        376,104         125,556         388,119         125,274
         General and administrative                        237,063          69,829         206,734          40,873
         Interest expense                                  400,275         133,425         389,738         129,913
                                                       -----------     -----------     -----------     -----------
                                                         1,013,442         328,810         984,591         296,060
                                                       -----------     -----------     -----------     -----------

LOSS FROM PARTNERSHIP OPERATIONS                          (805,401)       (251,964)       (859,183)       (248,240)
                                                       -----------     -----------     -----------     -----------

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

EQUITY IN INCOME OF LIMITED PARTNERSHIPS AND
      AMORTIZATION OF ACQUISITION COSTS                    447,000         149,000         519,000         173,000

DISTRIBUTIONS FROM LIMITED PARTNERSHIPS
      RECOGNIZED AS INCOME (Note 2)                        502,658         235,526         597,425         468,225
                                                       -----------     -----------     -----------     -----------

NET INCOME                                             $    85,010     $   126,490     $ 2,091,325     $   353,669
                                                       ===========     ===========     ===========     ===========

NET INCOME PER LIMITED PARTNERSHIP
     INTEREST (Note 1)                                 $         5     $         8     $       124     $        21
                                                       ===========     ===========     ===========     ===========
</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

                      NINE MONTHS ENDED SEPTEMBER 30, 1997

                                   (Unaudited)
<TABLE>
<CAPTION>


                                        General         Limited
                                        Partners        Partners         Total
                                      ----------      ------------    -----------
<S>                                   <C>              <C>             <C>  

PARTNERSHIP INTERESTS,
    September 30, 1997                                   16,810
                                                      ===========


DEFICIENCY, January 1, 1997           $  (362,474)    $  (765,963)    $(1,128,437)

    Net income for the nine months
    ended September 30, 1997                  850          84,160          85,010
                                      -----------     -----------     -----------

DEFICIENCY, September 30, 1997        $  (361,624)    $  (681,803)    $(1,043,427)
                                      ===========     ===========     ===========
</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

                  NINE MONTHS ENDED SEPTEMBER 30, 1997 AND 1996

                                   (Unaudited)
<TABLE>
<CAPTION>
                                                                1997             1996
                                                             -----------     -----------
<S>                                                          <C>              <C>     
CASH FLOWS FROM OPERATING ACTIVITIES:
       Net  income                                           $    85,010     $ 2,091,325
      Adjustments to reconcile net income (loss) to net
      cash used in operating activities:
      Equity in income of limited partnerships
      and amortization of acquisition costs                     (447,000)       (519,000)
      Depreciation                                               130,844         186,748
      Increase in receivables from limited partnerships             --           (30,000)
      (Increase) decrease in other assets                        (25,118)        261,096
      Increase in accrued interest payable                       319,823         230,738
      Decrease in accounts payable                                 2,009        (167,511)
      Decrease in other liabilities                                 --           (60,540)
      Gain on sale of rental property                               --        (2,050,417)
                                                             -----------     -----------

      Net cash provided by (used in) operating activities         65,568         (57,561)
                                                             -----------     -----------

CASH FLOWS FROM INVESTING ACTIVITIES:
      Distributions to limited partnerships recognized as
      as a return of capital                                     781,543         171,559
      Proceeds from sale of rental property                         --         5,883,245
                                                             -----------     -----------

      Net cash provided by investing activities                  781,543       6,054,804
                                                             -----------     -----------

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


NET INCREASE IN CASH AND CASH EQUIVALENTS                        847,111         944,848

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD                 5,849,983       4,895,340
                                                             -----------     -----------

CASH AND CASH EQUIVALENTS, END OF PERIOD                     $ 6,697,094     $ 5,840,188
                                                             ===========     ===========


SUPPLEMENTAL DISCLOSURE OF
      CASH FLOW INFORMATION:
      Cash paid during the period for interest               $   443,917     $   202,595
                                                             ===========     ===========
</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

                               SEPTEMBER 30, 1997


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, 1996 prepared by Real Estate Associates
        Limited VI and Subsidiaries (the "Partnership"). Accounting measurements
        at interim dates inherently involve greater reliance on estimates than
        at year end. The results of operations for the interim periods presented
        are not necessarily indicative of the results for the entire year.

        In the opinion of the Partnership, the accompanying unaudited financial
        statements contain all adjustments (consisting primarily of normal
        recurring accruals) necessary to present fairly the financial position
        of the Partnership at September 30, 1997 and the results of operations
        for the nine and three months then ended and changes in cash flows for
        the nine months then ended.

        The general partners have a 1 percent interest in profits and losses of
        the Partnership. The limited partners have the remaining 99 percent
        interest which is allocated in proportion to their respective individual
        investments. National Partnership Investments Corp. (NAPICO) is the
        corporate general partner of the Partnership.

        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 and are being amortized on a straight line basis over
        the estimated lives of the underlying assets, which is generally 30
        years.

                                       5

<PAGE>   8



                        REAL ESTATE ASSOCIATES LIMITED VI
                       (A CALIFORNIA LIMITED PARTNERSHIP)

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                               SEPTEMBER 30, 1997

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

        NET LOSS PER LIMITED PARTNERSHIP INTEREST

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

        CASH AND CASH EQUIVALENTS

        Cash and cash equivalents consist of unrestricted cash and bank
        certificates of deposit with maturities of three months or less.
        Restricted cash consist of tenants' security and escrow deposits and
        mortgage impounds. The Partnership has its cash and cash equivalents on
        deposit primarily with one high credit quality financial institution.
        Such cash and cash equivalents are in excess of the FDIC insurance
        limit.

        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. After payment of
        closings costs, the Partnership realized a gain of approximately
        $2,000,000 and cash of $830,000.

        IMPAIRMENT OF LONG-LIVED ASSETS

        The Partnership adopted Statement of Financial Accounting Standards No.
        121, Account for the Improvement of Long-Lived Assets and for Long-Lived
        Assets To Be Disposed Of as of January 1, 1996 without a significant
        effect on its financial statements. The Partnership reviews long-lived
        assets to determine if there has been any permanent impairment whenever
        events or changes in circumstances indicate that the carrying amount of
        the asset may not be recoverable. If the sum of the expected future cash
        flows is less than the carrying amount of the assets, the Partnership
        recognizes an impairment loss.

                                       6

<PAGE>   9


                        REAL ESTATE ASSOCIATES LIMITED VI
                       (A CALIFORNIA LIMITED PARTNERSHIP)

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                               SEPTEMBER 30, 1997

NOTE 2 - INVESTMENTS IN LIMITED PARTNERSHIPS

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

        As of September 30, 1997, 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 for the nine months ended September 30, 1997:
<TABLE>
<CAPTION>

        <S>                                                      <C>        
        Balance, beginning of period                             $ 6,051,522
        Equity in income of limited partnerships                     462,000
        Amortization of acquisition costs                            (15,000)
        Cash distributions recognized as a return of capital        (781,543)
                                                                 -----------
        Balance, end of period                                   $ 5,716,979
                                                                 ===========
</TABLE>

        The following are unaudited combined estimated statements of operations
        for the nine months ended September 30, 1997 and 1996 of the
        unconsolidated limited partnerships in which the Partnership has
        investments:


                                       7

<PAGE>   10


                        REAL ESTATE ASSOCIATES LIMITED VI
                       (A CALIFORNIA LIMITED PARTNERSHIP)

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                               SEPTEMBER 30, 1997


NOTE 2 - INVESTMENTS IN LIMITED PARTNERSHIP (CONTINUED)
<TABLE>
<CAPTION>

                                 Nine months     Three months      Nine months     Three months
                                    ended            ended            ended            ended
                               Sept. 30, 1997   Sept. 30, 1997   Sept. 30, 1996   Sept. 30, 1996
                               --------------   --------------   --------------   --------------
        <S>                   <C>               <C>              <C>               <C>   
        Revenues:
              Rental and other     $ 15,933,000    $  5,311,000    $ 15,429,000    $  5,143,000         
                                   ------------    ------------    ------------    ------------
        
        Expenses:
              Depreciation            2,697,000         899,000       2,646,000         882,000
              Interest                6,234,000       2,078,000       4,290,000       1,430,000
              Operating expenses      8,409,000       2,803,000      10,338,000       3,446,000
                                   ------------    ------------    ------------    ------------
        
          Total expenses             17,340,000       5,780,000      17,274,000       5,758,000
                                   ------------    ------------    ------------    ------------
        
                   Net loss        $ (1,407,000)   $   (469,000)   $ (1,845,000)   $   (615,000)
                                   ============    ============    ============    ============
</TABLE>

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

        The Partnership is undergoing an extensive review of disposition,
        refinancing or re-engineering alternatives for the properties in which
        it has invested. The Partnership has began to incur expenses in
        connection with this review by various third party professionals, which
        amounted to $36,224 for the nine months ended September 30, 1997.

        One of the limited partnerships (Drexel Park III) sold its property on
        May 1, 1997, upon the necessary regulatory approval from the Maryland
        Community Development Agency. Drexel Park III was sold for $2,450,000.
        After payment of closing costs, the limited partnership received net
        proceeds of approximately $733,000, which were distributed to the
        Partnership. The investment balance as of December 31, 1996 was
        $597,000.

NOTE 3 - MORTGAGE NOTE PAYABLE

        The mortgage note outstanding at September 30, 1997 had an interest rate
        of 8.78 percent per annum, with principal and interest payments due
        monthly. The note matures in September 2006.

        The note is collateralized by the underlying rental property.


                                       8
<PAGE>   11


                        REAL ESTATE ASSOCIATES LIMITED VI
                       (A CALIFORNIA LIMITED PARTNERSHIP)

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                               SEPTEMBER 30, 1997


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 through 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 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 $376,000 and $388,000 for the nine months ended
        September 30, 1997 and 1996, respectively.

        The Partnership reimburses NAPICO for certain expenses. The
        reimbursement to NAPICO was approximately $35,700 and $35,800 for the
        nine months ended September 30, 1997 and 1996, and is included in
        general and administrative expenses.

NOTE 6 - CONTINGENCIES

        The corporate general partner of the Partnership is involved 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



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.

        The Partnership has committed as of September 30, 1997 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 sale of Drexel Park III closed on May 1, 1997, upon the
        necessary regulatory approval from the Maryland Community Development
        Agency. Drexel Park III was sold for $2,450,000. Net proceeds of
        approximately $733,000 have been received after deducting existing debt,
        commissions and other related closing costs. The investment balance as
        of December 31, 1996 was $597,000.

        RESULTS OF OPERATIONS

        On February 2, 1996, one of the consolidated general partnerships
        (Drexel Park) sold its property for $6,300,000. After payment of
        closings costs, the Partnership realized a gain of approximately
        $2,000,000 and cash of $830,000.

        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 .4 percent of invested assets is payable to the
        corporate general partner.

        The Partnership is undergoing an extensive review of disposition,
        refinancing or re-engineering alternatives for the properties in which
        it has invested. The Partnership has began to incur expenses in
        connection with this review by various third party professionals, which
        amounted to $36,224 for the nine months ended September 30, 1997.



                                       10
<PAGE>   13


                        REAL ESTATE ASSOCIATES LIMITED VI
                       (A CALIFORNIA LIMITED PARTNERSHIP)

                               SEPTEMBER 30, 1997


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

         RESULTS OF OPERATIONS (CONTINUED)

        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 in accordance
        with the equity accounting method.

        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.

        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)

                               SEPTEMBER 30, 1997


PART II.  OTHER INFORMATION

ITEM 1.   LEGAL PROCEEDINGS

The Partnership's general partner is involved in various lawsuits. None of these
lawsuits are related to the Partnership.


ITEM 5.  OTHER INFORMATION

On October 20, 1997 the Partnership became aware of an unsolicited tender offer
from Equity Resources Fund XXI (the "Buyer") to buy up to 400 units of limited
partnership interests (the "Units") in the Partnership for a price of $250 per
Unit. The Buyer did not contact the Corporate General Partner prior to
commencing its tender offer. By letter dated October 30, 1997, the Corporate
General Partner advised limited partners that it had determined not to take a
position with respect to the tender offer but cautioned limited partners to
consider certain items before determining whether to tender their Units to the
Buyer. A copy of the letter is attached as an Exhibit to this form 10-Q.


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)

                               SEPTEMBER 30, 1997


                                   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



                                ------------------------------------------------
                                Bruce Nelson
                                President


                            Date:
                                 -----------------------------------------------




                                ------------------------------------------------
                                Charles H. Boxenbaum
                                Chief Executive Officer



                            Date:
                                 -----------------------------------------------


<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
PARTNERSHIP'S STATEMENTS OF EARNINGS AND BALANCE DSHEETS AND IS QUALIFIED IN ITS
ENTIREY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          DEC-31-1997
<PERIOD-START>                             JAN-10-1997
<PERIOD-END>                               SEP-30-1997
<CASH>                                       6,697,094
<SECURITIES>                                         0
<RECEIVABLES>                                        0
<ALLOWANCES>                                         0
<INVENTORY>                                          0
<CURRENT-ASSETS>                             6,948,605
<PP&E>                                       5,665,419
<DEPRECIATION>                               2,637,793
<TOTAL-ASSETS>                              15,693,210
<CURRENT-LIABILITIES>                           49,381
<BONDS>                                              0
                                0
                                          0
<COMMON>                                             0
<OTHER-SE>                                   1,043,427
<TOTAL-LIABILITY-AND-EQUITY>                15,693,210
<SALES>                                              0
<TOTAL-REVENUES>                             1,956,272
<CGS>                                                0
<TOTAL-COSTS>                                        0
<OTHER-EXPENSES>                             1,107,522
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                             763,740
<INCOME-PRETAX>                                 85,010
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                             85,010
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                    85,010
<EPS-PRIMARY>                                        0
<EPS-DILUTED>                                        0
        

</TABLE>


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