NTS PROPERTIES VI/MD
10-Q, 1996-05-15
REAL ESTATE
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<PAGE>



                                  UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D. C. 20549

                                    FORM 10-Q

(Mark one)

[x]                   QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d)
                      OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended              March 31, 1996
                              

                                       OR

[ ]                   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
                      OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________________  to  _____________________

Commission File Number                   0-14695

                NTS-PROPERTIES VI, a Maryland Limited Partnership
             (Exact name of registrant as specified in its charter)

          Maryland                                  61-1066060
(State or other jurisdiction of         (I.R.S. Employer Identification No.)
incorporation or organization)

    10172 Linn Station Road
    Louisville, Kentucky                            40223
(Address of principal executive                   (Zip Code)
offices)

Registrant's telephone number,
including area code                             (502) 426-4800

                                 Not Applicable
              Former name, former address and former fiscal year,
                          if changed since last report

Indicate by check mark whether the registrant (l) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months,  and (2) has been subject to such filing  requirements
for the past 90 days.

                                                              YES  X         NO

Exhibit Index: See page 14
Total Pages: 15


<PAGE>



                                TABLE OF CONTENTS

                                                                     Pages

                                     PART I

Item 1.     Financial Statements

            Balance Sheets and Statement of Partners' Equity
              as of March 31, 1996 and December 31, 1995                 3

            Statements of Operations
              For the three months ended March 31, 1996 and 1995         4

            Statements of Cash Flows
              For the three months ended March 31, 1996 and 1995         5

            Notes To Financial Statements                              6-8

Item 2.     Management's Discussion and Analysis of Financial
              Condition and Results of Operations                     9-13


                                     PART II

1.     Legal Proceedings                                                14
2.     Changes in Securities                                            14
3.     Defaults upon Senior Securities                                  14
4.     Submission of Matters to a Vote of Security Holders              14
5.     Other Information                                                14
6.     Exhibits and Reports on Form 8-K                                 14

Signatures                                                              15


                                      - 2 -

<PAGE>

<TABLE>


PART I.  FINANCIAL INFORMATION
Item 1.  Financial Statements

                               NTS-PROPERTIES VI,
                         A Maryland Limited Partnership

                BALANCE SHEETS AND STATEMENT OF PARTNERS' EQUITY

<CAPTION>


                                                      As of             As of
                                                  March 31, 1996  December 31, 1995*
                                                  --------------  ------------------
<S>                                                <C>               <C>     
ASSETS
Cash and equivalents                               $   831,138       $   867,902
Cash and equivalents - restricted                      506,129           301,650
Investment securities                                  940,952         1,151,355
Accounts receivable                                    231,527           158,429
Land, buildings and amenities, net                  41,751,585        42,196,272
Assets held for development, net                     1,742,053         1,751,234
Other assets                                           368,300           386,949
                                                   -----------       -----------

                                                   $46,371,684       $46,813,791
                                                   ===========       ===========

LIABILITIES AND PARTNERS' EQUITY

Mortgages payable                                  $27,592,489       $27,653,044
Accounts payable                                       322,579           305,779
Accounts payable - construction                           --              70,456
Distributions payable                                  231,773           239,571
Security deposits                                      232,629           235,187
Other liabilities                                      209,472            21,122
                                                   -----------       -----------

                                                    28,588,942        28,525,159

Partners' equity                                    17,782,742        18,288,632
                                                   -----------       -----------

                                                   $46,371,684       $46,813,791
                                                   ===========       ===========
</TABLE>
<TABLE>
<CAPTION>


                                        Limited           General
                                       Partners           Partner           Total
                                       --------           -------           -----
<S>                                  <C>                <C>             <C>  
PARTNERS' EQUITY
Capital contributions, net of
 offering costs                      $ 40,518,631       $      100      $ 40,518,731
Net income (loss) - prior years       (12,533,124)         (78,207)      (12,611,331)
Net income - current year                 110,765            1,119           111,884
Cash distributions declared to
 date                                  (9,584,361)         (96,812)       (9,681,173)
Repurchase of limited
 partnership units                       (555,369)           --             (555,369)
                                      ------------       ----------      ------------

Balances at March 31, 1996           $ 17,956,542       $ (173,800)     $ 17,782,742
                                      ============       ==========      ===========
</TABLE>

*      Reference is made to the audited financial statements in the Annual
       Report on Form 10-K as filed with the Commission on March 29, 1996

                                      - 3 -

<PAGE>

<TABLE>


                               NTS-PROPERTIES VI,
                         A Maryland Limited Partnership

                            STATEMENTS OF OPERATIONS
<CAPTION>


                                                         Three Months Ended
                                                              March 31,
                                                              ---------

                                                        1996           1995
                                                        ----           ----
                                                    
<S>                                                 <C>             <C>    
Revenues:
 Rental income                                      $ 2,346,366     $ 2,124,326
 Interest and other income                               31,810          23,696
                                                    -----------     -----------

                                                      2,378,176       2,148,022

Expenses:
 Operating expenses                                     526,516         535,315
 Operating expenses - affiliated                        282,643         270,849
 Interest expense                                       587,813         593,194
 Management fees                                        115,787         106,384
 Real estate taxes                                      187,387         187,787
 Professional and administrative expenses                36,174          37,264
 Professional and administrative expenses
  - affiliated                                           50,491          47,950
 Depreciation and amortization                          479,481         497,508
                                                    -----------     -----------

                                                      2,266,292       2,276,251
                                                    -----------     -----------

Net income (loss)                                   $   111,884     $  (128,229)
                                                    ===========     ===========

Net income (loss) allocated to the limited
 partners                                           $   110,765     $  (126,947)
                                                    ===========     ===========

Net income (loss) per limited partnership
 unit                                               $      2.34     $     (2.68)
                                                    ===========     ===========

Weighted average number of limited
 partnership units                                       47,255          47,435
                                                    ===========     ===========

</TABLE>


                                     - 4 -

<PAGE>
<TABLE>



                               NTS-PROPERTIES VI,
                         A Maryland Limited Partnership

                            STATEMENTS OF CASH FLOWS
<CAPTION>



                                                             Three Months Ended
                                                                  March 31,
                                                                  ---------

                                                             1996           1995
                                                             ----           ----
                                                        
<S>                                                     <C>            <C>         
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss)                                       $   111,884    $  (128,229)
Adjustments to reconcile net income (loss) to net
 cash provided by operating activities:
  Accrued interest on investment securities                   9,116           --
  Depreciation and amortization                             479,481        497,508
  Changes in assets and liabilities:
   Cash and equivalents - restricted                       (190,479)      (180,085)
   Accounts receivable                                      (73,098)       222,557
   Other assets                                              (3,505)       (30,230)
   Accounts payable                                          16,798         58,947
   Security deposits                                         (2,558)       (18,444)
   Other liabilities                                        188,353        189,061
                                                        -----------    -----------

  Net cash provided by operating activities                 535,992        611,085
                                                        -----------    -----------

CASH FLOWS FROM INVESTING ACTIVITIES
Net additions to land, buildings and amenities              (73,918)        (4,406)
Purchase of investment securities                          (935,192)          --
Maturity of investment securities                         1,136,480           --
                                                        -----------    -----------

  Net cash provided by (used in) investing activities       127,370         (4,406)
                                                        -----------    -----------

CASH FLOWS FROM FINANCING ACTIVITIES
Principal payments on mortgages payable                     (60,555)       (55,710)
Cash distributions                                         (239,571)      (239,571)
Repurchase of limited partnership units                    (386,000)          --
Cash and equivalents - restricted                           (14,000)          --
                                                        -----------    -----------

  Net cash used in financing activities                    (700,126)      (295,281)
                                                        -----------    -----------

  Net increase (decrease) in cash and equivalents           (36,764)       311,398

CASH AND EQUIVALENTS, beginning of period                   867,902      1,617,604
                                                        -----------    -----------

CASH AND EQUIVALENTS, end of period                     $   831,138    $ 1,929,002
                                                        ===========    ===========

Interest paid on a cash basis                           $   588,235    $   593,583
                                                        ===========    ===========
</TABLE>


                                      - 5 -

<PAGE>



                               NTS-PROPERTIES VI,
                         A Maryland Limited Partnership

                          NOTES TO FINANCIAL STATEMENTS


The  financial  statements  and  schedules  included  herein  should  be read in
conjunction  with the  Partnership's  1995 Annual Report.  In the opinion of the
general partner,  all adjustments (only consisting of normal recurring accruals)
necessary for a fair presentation  have been made to the accompanying  financial
statements for the three months ended March 31, 1996 and 1995.

1.   Cash and Equivalents - Restricted
     ---------------------------------

     Cash and equivalents - restricted represents funds received for residential
     security  deposits,  funds which have been escrowed with mortgage companies
     for property taxes and insurance in accordance with the loan agreements and
     funds reserved by the Partnership for the repurchase of limited partnership
     Units.

2.   Investment Securities
     ---------------------

     Investment  securities represent  investments in Certificates of Deposit or
     securities issued by the U.S. Government with initial maturities of greater
     than three months.  The investments are carried at cost which  approximates
     market  value.  The  Partnership  intends  to  hold  the  securities  until
     maturity.  During  1995  and  1996,  the  Partnership  sold  no  investment
     securities.  The following  provides details regarding the investments held
     at March 31, 1996:

                                      Amortized       Maturity     Value At
              Type                      Cost            Date       Maturity
              ----                      ----            ----       --------

     Certificate of Deposit           $ 272,784       05/02/96    $  273,951
     Certificate of Deposit             301,594       06/03/96       304,044
     Certificate of Deposit             165,869       07/03/96       167,841
     U.S. Treasury Bill                 200,705       08/01/96       204,000
                                       --------                     --------

                                      $ 940,952                    $ 949,836
                                       ========                     ========

3.   Mortgages Payable
     -----------------

     Mortgages payable consist of the following:


                                                       March 31,    December 31,
                                                         1996          1995
                                                         ----          ----
     Mortgage  payable  with an insurance
     company  bearing  interest at 8.625%, 
     due August 1, 1997, secured by certain
     land, buildings and amenities                   $ 9,200,000    $ 9,200,000

     Mortgage payable with an insurance
     company bearing interest at 9.20%, due
     November 1, 1997, secured by certain
     land, buildings and amenities                     8,606,794      8,631,951

     Mortgage payable with an insurance
     company bearing interest at 8.375%,
     due October 5, 2002, secured by
     certain land, buildings and amenities             4,037,342      4,050,879

                              (continued next page)


                                      - 6 -

<PAGE>


3.   Mortgages Payable - Continued
     -----------------------------

                                                       March 31,   December 31,
                                                         1996          1995
                                                         ----          ----
     Mortgage  payable  with an insurance 
     company  bearing  interest at 8.375%,
     due October 5, 2002, secured by
     certain land, buildings and amenities           $   961,272    $   964,495

     Mortgage payable with an insurance
     company bearing interest at 7.25%, due
     January 5, 2003, secured by certain
     land, buildings and amenities                     2,872,249      2,883,431

     Mortgage payable to an insurance
     company, bearing interest at 7.25%,
     due January 5, 2003, secured by
     certain land, buildings and amenities             1,914,832      1,922,288
                                                      ----------     ----------
                                                     $27,592,489    $27,653,044
                                                      ==========     ==========

     Based on the borrowing  rates  currently  available to the  Partnership for
     mortgages  with  similar  terms and average  maturities,  the fair value of
     long-term debt is approximately $33,300,000.

4.   New Accounting Pronouncement
     ----------------------------

     In March 1995, the Financial  Accounting  Standards Board issued  Statement
     No. 121 (the  "Statement")  on accounting  for the impairment of long-lived
     assets, certain identifiable intangibles, and goodwill related to assets to
     be held and used. The Statement also establishes  accounting  standards for
     long-lived assets and certain  identifiable  intangibles to be disposed of.
     The Partnership adopted the Statement as of January 1, 1996 as required. No
     adjustments were required.

5.   Related Party Transactions
     --------------------------

     Pursuant to the partnership agreement, property management fees of $115,787
     and  $106,384  for  the  three  months  ended  March  31,  1996  and  1995,
     respectively,  were paid to NTS  Development  Company,  an affiliate of the
     general  partner.  The  fee  is  equal  to  5% of  gross  revenues  of  the
     residential properties and 6% of gross revenues of the commercial property.
     Also permitted by the partnership  agreement,  NTS Development Company will
     receive a repair and  maintenance fee equal to 5.9% of costs incurred which
     related to capital  improvements and major repair and renovation  projects.
     The Partnership has incurred $561 for the three months ended March 31, 1995
     as a repair  and  maintenance  fee.  The  Partnership  has  expensed  as an
     operating  expense - affiliated $561 as a repair and maintenance fee during
     the three months ended March 31, 1995.  There was no similar expense during
     the three months ended March 31, 1996. The Partnership was also charged the
     following  amounts from NTS Development  Company for the three months ended
     March 31, 1996 and 1995.

                                      - 7 -

<PAGE>



5.   Related Party Transactions - Continued
     --------------------------------------

     These charges include items which have been expensed as operating  expenses
     - affiliated or professional  and  administrative  expenses  affiliated and
     items which have been capitalized as other assets or as land, buildings and
     amenities:


                                          1996                 1995
                                       ----------           ----------

          Administrative               $   64,926           $   61,922
          Property manager                214,868              198,908
          Leasing agents                   69,118               54,580
          Other                               218                2,828
                                        ---------            ---------

                                       $  349,130           $  318,238
                                        =========            =========

6.   Reclassification of 1995 Financial Statements
     ---------------------------------------------

     Certain  reclassifications  have been made to the March 31, 1995  financial
     statements  to  conform  with the March  31,  1996  classifications.  These
     classifications have no effect on previously reported operations.

7.   Interest Repurchase Reserve
     ---------------------------

     As of December  31,  1995,  the  Partnership  had  established  an Interest
     Repurchase  Reserve in the amount of $474,350  pursuant to Section  16.4 of
     the Partnership's  Amended and Restated  Agreement of Limited  Partnership.
     With these funds,  the  Partnership  will be able to repurchase up to 1,897
     Units at a price of $250 per Unit.  As of March 31, 1996,  the  Partnership
     had  repurchased a total of 1,544 Units.  Repurchased  Units are retired by
     the  Partnership,  thus increasing the share of ownership of each remaining
     investor. The Interest Repurchase Reserve was funded from cash reserves.


                                      - 8 -

<PAGE>



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

Results of Operations
- ---------------------

The  occupancy  levels at the  Partnership's  properties  as of March 31 were as
follows:


                                                    1996               1995
                                                  --------            ------
 
Wholly-Owned Properties
- -----------------------

Sabal Park Apartments                                  93%               89%

Park Place Apartments Phase I                          93%               92%

Willow Lake Apartments                                 94%               88%

Properties Owned in Joint Venture
with NTS- Properties IV (Ownership % at
March 31, 1996)
- ---------------------------------------

Golf Brook Apartments (96%)                            92%               94%

Plainview Point III Office Center (95%)                98%               48%

Rental and other income generated by the Partnership's  properties for the three
months ended March 31, 1996 and 1995 was as follows:


                                                 1996                   1995
                                              ---------              ---------

Wholly-Owned Properties
- -----------------------

Sabal Park Apartments                         $ 441,415              $ 409,761

Park Place Apartments Phase I                 $ 432,992              $ 416,692

Willow Lake Apartments                        $ 611,913              $ 540,148

Properties Owned in Joint Venture
with NTS- Properties IV (Ownership %
at March 31, 1996)
- ------------------------------------

Golf Brook Apartments (96%)                   $ 672,205              $ 656,862

Plainview Point III Office Center (95%)       $ 196,905              $ 109,862

Revenues shown in the table above for  properties  owned through a joint venture
represent only the Partnership's percentage interest in those revenues.


                                      - 9 -

<PAGE>



Results of Operations - Continued
- ---------------------------------

Sabal Park Apartments'  occupancy increased from 89% at March 31, 1995 to 93% at
March 31,  1996.  Average  occupancy  for the three month  period ended March 31
increased from 90% in 1995 to 93% in 1996.  Occupancy at residential  properties
fluctuate on a continuous basis.  Period-ending  occupancy percentages represent
occupancy only on a specific date; therefore,  it is more meaningful to consider
average  occupancy  percentages  which  are more  representative  of the  entire
period's results. Rental and other income at Sabal Park Apartments increased for
the three  months ended March 31, 1996 as compared to the same period in 1995 as
a result of the  increase  in  average  occupancy,  increased  rental  rates and
increased fees collected upon early lease termination.

Park Place Apartments Phase I had a 1% increase in occupancy from March 31, 1995
to March 31, 1996.  Average  occupancy for the three month period ended March 31
decreased from 93% in 1995 to 91% in 1996. Rental and other income at Park Place
Apartments  Phase I  increased  for the three  months  ended  March 31,  1996 as
compared to the same period in 1995 as a result of  increased  rental  rates and
increased  income  from  fully  furnished  units.   Fully  furnished  units  are
apartments which rent at an additional premium above base rent. Therefore, it is
possible for average  occupancy  to decrease  and revenues to increase  when the
number of fully furnished units occupied has increased.  The increases in rental
and other income at Park Place  Apartments  Phase I are partially  offset by the
decrease in average occupancy.

Willow Lake Apartments' occupancy increased from 88% at March 31, 1995 to 94% at
March 31,  1996.  Average  occupancy  for the three month  period ended March 31
increased from 89% in 1995 to 96% in 1996. Rental and other income increased for
the three  months ended March 31, 1996 as compared to the same period in 1995 as
a result of the  increase  in  average  occupancy,  increased  rental  rates and
increased income from fully furnished units.

Golf Brook Apartments'  occupancy decreased from 94% at March 31, 1995 to 92% at
March 31, 1996.  Average occupancy for the three month period ended March 31 was
94% in 1995 and 1996. Rental and other income at Golf Brook Apartments increased
for the three months ended March 31, 1996 as compared to the same period in 1995
as a result of increased  rental rates and  increased  fees  collected for short
term leases and for early lease terminations.

The 50% increase in occupancy  at Plainview  Point III Office  Center from March
31, 1995 to March 31, 1996 is primarily  the result of two new leases  totalling
27,070  square feet.  The new leases  consist of a 10,343  square foot  63-month
lease (took  occupancy  September  1, 1995) and a 16,727  square foot  five-year
lease (took occupancy  December 27, 1995). The increase in occupancy can also be
attributed  to an  expansion  by a  current  tenant  of its  existing  space  by
approximately  4,400 square feet.  Average  occupancy for the three months ended
March 31  increased  from 54% in 1995 to 96% in 1996.  Rental  and other  income
increased at Plainview  Point III Office Center for the three months ended March
31, 1996 as  compared to the same period in 1995 as a result of the  increase in
average occupancy.

If present  trends  continue,  the  Partnership  will be able to continue at its
current  level  of  operations  without  the need of any  additional  financing.
Current  occupancy  levels are considered  adequate to continue the operation of
the Partnership's properties.

Interest  and  other  income  includes  income  from  investments  made  by  the
Partnership  with cash reserves.  The increase in interest  income for the three
months  ended  March 31, 1996 as compared to the same period in 1995 is a result
of increased cash reserves being available for investment.

                                     - 10 -

<PAGE>



Results of Operations - Continued
- ---------------------------------

Operating  expenses  decreased  for the three  months  ended  March 31,  1996 as
compared  to the  same  period  in  1995  primarily  as a  result  of  decreased
landscaping  costs at Golf Brook and Sabal Park Apartments and decreased  repair
and  maintenance  costs  and  exterior  wood  replacement  costs at  Sabal  Park
Apartments.  These  decreases in  operating  expenses  are  partially  offset by
increased costs  associated with fully furnished units at Willow Lake Apartments
and Park Place  Apartments  Phase I and increased  carpet and vinyl  replacement
costs at Park Place  Apartments  Phase I.  Operating  expenses  remained  fairly
constant at Plainview  Point III Office  Center for the three months ended March
31, 1996 as compared to the same period in 1995.

The change in operating  expenses - affiliated  for the three months ended March
31, 1996 as compared to the same period in 1995 was not  significant.  Operating
expenses - affiliated are expenses incurred for services  performed by employees
of  NTS  Development  Company,  an  affiliate  of  the  General  Partner  of the
Partnership.

Interest  expense  remained fairly constant for the three months ended March 31,
1996 as compared to the same period in 1995.

Management  fees are  calculated as a percentage of cash  collections,  however,
revenue  for  reporting  purposes  is on the  accrual  basis.  As a result,  the
fluctuations of revenues  between  periods will differ from the  fluctuations of
management fee expense.

Real estate taxes, professional and administrative expenses and professional and
administrative expenses - affiliated have remained fairly constant for the three
months ended March 31, 1996 as compared to the same period in 1995. Professional
and  administrative  expenses - affiliated  are  expenses  incurred for services
performed by employees of NTS Development  Company,  an affiliate of the General
Partner of the Partnership.

Depreciation  and  amortization  decreased  for the three months ended March 31,
1996 as  compared to the same period in 1995 due to a portion of the assets with
shorter lives at the  Partnership's  residential  properties having become fully
depreciated.  Depreciation  at Plainview Point III Office Center remained fairly
constant  for the three  months  ended  March 31,  1996 as  compared to the same
period in 1995. Depreciation is computed using the straight-line method over the
useful  lives of the  assets  which are 5 - 30 years for land  improvements,  30
years for buildings, 5 - 30 years for building and improvements and 5 - 30 years
for amenities.  The aggregate cost of the  Partnership's  properties for Federal
tax purposes is approximately $59,300,000.

Liquidity and Capital Resources
- -------------------------------

Cash provided by operations was $535,992 and $611,085 for the three months ended
March 31, 1996 and 1995,  respectively.  These funds in conjunction with cash on
hand were used to make a 2% (annualized)  cash  distribution of $231,773 for the
three months ended March 31, 1996 and a 2%  (annualized)  cash  distribution  of
$239,571 for the three months ended March 31, 1995. The annualized  distribution
rate is  calculated  as a percent  of the  original  capital  contribution.  The
limited  partners  received  99%  and the  general  partner  received  1% of the
distributions.  The primary  source of future  liquidity  and  distributions  is
expected to be derived from cash generated by the Partnership's properties after
adequate  cash  reserves are  established  for future  leasing and tenant finish
costs. Cash reserves (which are unrestricted cash and equivalents and investment
securities  as shown on the  Partnership's  balance  sheet as of March  31) were
$1,772,090 and $1,929,002 at March 31, 1996 and 1995, respectively.



                                     - 11 -

<PAGE>



Liquidity and Capital Resources - Continued
- -------------------------------------------

As of March 31, 1996,  the  Partnership  had a mortgage  payable to an insurance
company in the amount of $9,200,000. The mortgage bears interest at a fixed rate
of 8.625% and is  secured by the land,  buildings  and  amenities  of Golf Brook
Apartments. The unpaid balance of the loan is due August 1, 1997.

As of March 31, 1996,  the  Partnership  had a mortgage  payable to an insurance
company in the amount of  $8,606,794.  The  mortgage  payable is due November 1,
1997,  bears  interest  at a fixed  rate of 9.20%  and is  secured  by the land,
buildings and amenities of Willow Lake  Apartments.  Current  monthly  principal
payments are based upon a 25-year amortization schedule. The outstanding balance
at maturity based on the current rate of amortization will be $8,433,356.

As of March 31,  1996,  the  Partnership  had two  mortgage  loans  each with an
insurance  company in the amount of $4,037,342 and $961,272.  Both mortgages are
due October 5, 2002,  currently  bear interest at a fixed rate of 8.375% and are
secured by the land,  buildings and amenities of Park Place  Apartments Phase I.
Current  monthly  principal  payments on both mortgages are based upon a 27-year
amortization  schedule. The outstanding balance at maturity based on the current
rate of amortization would be $4,413,955 ($3,565,118 and $848,837).

As of March 31, 1996, the  Partnership  also had two mortgage loans each with an
insurance company in the amount of $2,872,249 and $1,914,832. Both mortgages are
due January 5, 2003,  currently  bear  interest at a fixed rate of 7.25% and are
secured by the land,  buildings and amenities of Sabal Park Apartments.  Current
monthly  principal   payments  on  both  mortgages  are  based  upon  a  27-year
amortization  schedule. The outstanding balance at maturity based on the current
rate of amortization would be $4,122,326 ($2,473,396 and $1,648,930).

As  previously  discussed  in the  Partnership's  Form  10-K for the year  ended
December 31, 1995,  the General  Partner of the  Partnership  was  exploring the
possibility  of  refinancing  the  current  mortgages  payable  encumbering  the
Partnership's  properties. As a result of an increase in current interest rates,
the Partnership has suspended inquiries into alternative financings.

As of December 31, 1995, the Partnership had established an Interest  Repurchase
Reserve in the amount of $474,350  pursuant to Section 16.4 of the Partnership's
Amended and Restated  Agreement of Limited  Partnership.  With these funds,  the
Partnership  will be able to repurchase up to 1,897 Units at a price of $250 per
Unit. As of March 31, 1996,  the  Partnership  had  repurchased a total of 1,544
Units.  Repurchased  Units are retired by the  Partnership,  thus increasing the
share of ownership of each remaining  investor.  The Interest Repurchase Reserve
was funded from cash reserves.  The  Partnership is currently  contemplating  an
additional funding to its Interest Repurchase Reserve in the near term.

The  majority  of  the  Partnership's   cash  flow  is  derived  from  operating
activities.  The  decrease  in accounts  receivable  during  1995  represents  a
settlement  received from the insurance  company of the manufacturer of the pipe
fittings which were used in the  construction  of Willow Lake  Apartments.  Cash
flows  used  in  investing  activities  are  for  capital  improvements  at  the
Partnership's properties.  The capital improvements are funded by cash flow from
operations. Cash flows used in investing activities are also for the purchase of
investment  securities.   As  part  of  its  cash  management  activities,   the
Partnership has purchased  Certificates  of Deposit or securities  issued by the
U.S.  Government with initial maturities of greater than three months to improve
the return on its cash reserves.  The Partnership intends to hold the securities
until maturity. Cash flows provided by investing activities are derived from the
maturity of investment  securities.  Cash flows used in financing activities are
for cash distributions,

                                     - 12 -

<PAGE>



Liquidity and Capital Resources - Continued
- -------------------------------------------

principal  payments on mortgages payable and repurchases of limited  partnership
Units. Cash flows used in financing  activities also include cash which has been
reserved by the Partnership for the repurchase of limited partnership Units. The
Partnership does not expect any material changes in the mix and relative cost of
capital resources from those in 1995.

The table below  presents  that portion of the  distributions  that  represent a
return of capital on a Generally  Accepted  Accounting  Principle  basis for the
three months ended March 31, 1996 and 1995. These  distributions  were funded by
cash flow derived from operating activities.


                                Net Income          Cash
                                 (Loss)         Distributions      Return of
                                Allocated          Declared         Capital
                                ---------          --------         -------

     Limited Partners:
           1996                 $ 110,765         $ 229,455        $ 118,690
           1995                 (126,947)           237,175          237,175

     General Partner:
           1996                 $   1,119         $   2,318        $   1,199
           1995                   (1,282)             2,396            2,396

In an effort to continue to improve occupancy at the  Partnership's  residential
properties,  the  Partnership  has an on-site  leasing  staff,  employees of NTS
Development Company, at each of the apartment communities. The staff handles all
on-site visits from potential  tenants,  coordinates  local advertising with NTS
Development  Company's  marketing  staff,  makes  visits to local  companies  to
promote  fully  furnished  units and  negotiates  lease  renewals  with  current
residents.

The leasing and renewal  negotiations for the Partnership's  commercial property
are handled by leasing agents,  employees of NTS Development Company, located in
Louisville,  Kentucky.  The leasing  agent's are located in the same city as the
commercial property.  All advertising for the commercial property is coordinated
by NTS Development Company's marketing staff located in Louisville, Kentucky.

Leases at Plainview  Point III Office  Center  provide for tenants to contribute
toward the payment of increases in common area maintenance expenses,  insurance,
utilities  and real estate  taxes.  Leases at the office center also provide for
rent increases which are based upon increases in the consumer price index. These
lease provisions,  along with the fact that residential leases are generally for
a period of one year,  should  protect  the  Partnership's  operations  from the
impact of inflation and changing prices.

The Partnership owns approximately 15 acres of land,  adjacent to the Park Place
Apartments development, in Lexington,  Kentucky which is zoned for 163 apartment
units (Park Place Apartments  Phase III).  Included in the cost of approximately
$1,740,000  is land cost,  capitalized  interest,  common area costs and amenity
costs.  The  Partnership  continues  to evaluate  whether to sell or develop the
tract of land. At this time, no final decision has been made.


                                     - 13 -

<PAGE>



PART II.  OTHER INFORMATION

1.    Legal Proceedings

      None

2.    Changes in Securities

      None

3.    Defaults upon Senior Securities

      None

4.    Submission of Matters to a Vote of Security Holders

      None

5.    Other Information

      None

6.    Exhibits and Reports on Form 8-K

      (a)     Exhibits

              Exhibit 27. Financial Data Schedule

      (b)     Reports on Form 8-K

              From 8-K,  dated  February 1, 1996,  was filed to report in Item 5
              the  fact  that  the   Partnership  has  established  an  Interest
              Repurchase  Reserve pursuant to Section 16.4 of the  Partnership's
              Amended and Restated Agreement of Limited Partnership.





                                     - 14 -

<PAGE>


                                   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.


                                   NTS-PROPERTIES VI, a Maryland Limited
                                    Partnership
                                               (Registrant)


                                   By:    NTS-Properties Associates VI
                                          By:    NTS Capital Corporation,
                                                 General Partner


                                                 /s/ John W. Hampton
                                                 John W. Hampton
                                                 Senior Vice President


Date:    May 14, 1996


                                     - 15 -

<PAGE>

<TABLE> <S> <C>



<ARTICLE> 5
<LEGEND>
THE SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
BALANCE SHEET AS OF MARCH 31, 1996 AND FROM THE STATEMENT OF OPERATIONS
FOR THE THREE MONTHS ENDED MARCH 31, 1996 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-END>                               MAR-31-1996
<CASH>                                       1,337,267
<SECURITIES>                                   940,952
<RECEIVABLES>                                  231,527
<ALLOWANCES>                                         0
<INVENTORY>                                          0
<CURRENT-ASSETS>                                     0<F1>
<PP&E>                                      41,751,585
<DEPRECIATION>                                       0<F2>
<TOTAL-ASSETS>                              46,371,684
<CURRENT-LIABILITIES>                                0<F1>
<BONDS>                                     27,592,489
                                0
                                          0
<COMMON>                                             0
<OTHER-SE>                                  17,782,742
<TOTAL-LIABILITY-AND-EQUITY>                46,371,684
<SALES>                                      2,346,366
<TOTAL-REVENUES>                             2,378,176
<CGS>                                                0
<TOTAL-COSTS>                                1,591,814
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                             587,813
<INCOME-PRETAX>                                111,884
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                            111,884
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                   111,884
<EPS-PRIMARY>                                        0
<EPS-DILUTED>                                        0
<FN>
<F1>THE SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
BALANCE SHEET AS OF MARCH 31, 1996 AND FROM THE STATEMENT OF OPERATIONS
FOR THE THREE MONTHS ENDED MARCH 31, 1996 AND IS QUALIFIED IN ITS ENTIRETY
BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
<F2>THIS INFORMATION IS NOT DISCLOSED IN THE PARTNERSHIP'S FORM 10-Q FILING.
</FN>
        

</TABLE>


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