NATIONAL LEASE INCOME FUND 6 LP
10-Q, 1997-08-18
COMPUTER RENTAL & LEASING
Previous: SCUDDER NEW ASIA FUND INC, PRE 14A, 1997-08-18
Next: SWIFT ENERGY INCOME PARTNERS 1986-A LTD, 8-K, 1997-08-18



================================================================================

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM 10-Q


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

                  For the quarterly period ended June 30, 1997

                         Commission file number 0-15643

                        NATIONAL LEASE INCOME FUND 6 L.P.
             (Exact name of registrant as specified in its charter)


       DELAWARE                                                13-3275922
(State or other jurisdiction of                               (I.R.S. Employer
incorporation or organization)                               Identification No.)

                   411 West Putnam Avenue, Greenwich, CT 06830
                    (Address of principal executive offices)

                                 (203) 862-7000
              (Registrant's telephone number, including area code)

                                      None
              (Former name, former address and former fiscal year,
                          if changed since last report)


Indicate by check whether the registrant  (1) 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 (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>
                        NATIONAL LEASE INCOME FUND 6 L.P.

                           FORM 10-Q - JUNE 30, 1997

                                     INDEX

PART I - FINANCIAL INFORMATION

     ITEM  1 - FINANCIAL STATEMENTS

         BALANCE SHEETS - June 30, 1997 and December 31, 1996

         STATEMENTS OF OPERATIONS - For the three months ended June 30, 1997 and
               1996 and for the six months ended June 30, 1997 and 1996

         STATEMENT OF PARTNER'S EQUITY - For the six months ended June 30, 1997

         STATEMENTS OF CASH FLOWS - For the six months  ended June 30,  1997 and
               1996

         NOTES TO FINANCIAL STATEMENTS

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

PART II - OTHER INFORMATION

SIGNATURES
<PAGE>
<TABLE>
<CAPTION>
                             NATIONAL LEASE INCOME FUND 6 L.P.

                                       BALANCE SHEETS
 
                                                                  June 30,        December 31,
                                                                    1997              1996
                                                                ------------      ------------
<S>                                                              <C>             <C>
ASSETS

        Leased equipment - net
            Accounted for under the operating method,
                 net of accumulated depreciation of
                 $21,801,853 and $20,728,187 and
                 allowance for equipment impairment
                 of $20,431,885 ............................     $10,403,461     $11,477,127
        Equipment held for lease or sale - net of accumulated
                 depreciation of $1,781,000 and an allowance
                 for equipment impairment of $2,595,000 ....           --               --
        Cash and cash equivalents ..........................       3,367,241       3,481,745
        Deferred costs .....................................         168,419         224,677
        Note receivable ....................................          86,302         271,288
        Due from affiliates.................................          26,344            --
        Other receivables and prepaid expenses .............          15,028          34,612
        Accounts receivable ................................           4,718           2,788
                                                                 -----------     ----------- 
                                                                 $14,071,513     $15,492,237
                                                                 ===========     =========== 
LIABILITIES AND PARTNERS' EQUITY

Liabilities
        Deferred aircraft upgrade payable...................     $   100,000     $   100,000
        Accounts payable and accrued expenses ..............          73,242         109,017
        Deferred income ....................................          69,250          69,250
        Distributions payable ..............................           --            757,588
        Due to affiliates ..................................           --             71,527
                                                                 -----------     ----------- 
               Total liabilities ...........................         242,492       1,107,382
                                                                 -----------     ----------- 
Commitments and contingencies

Partners' equity
        Limited partners' equity (as restated)(300,005
                units issued and outstanding) ..............      13,680,881      14,231,157
        General partners' equity (as restated) .............         148,140         153,698
                                                                 -----------     ----------- 
               Total partners' equity ......................      13,829,021      14,384,855
                                                                 -----------     ----------- 
                                                                 $14,071,513     $15,492,237
                                                                 ===========     =========== 

                            See notes to financial statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                     NATIONAL LEASE INCOME FUND 6 L.P.

                                          STATEMENTS OF OPERATIONS

                                                For the three months ended      For the six months ended
                                                          June 30,                       June 30,
                                               ---------------------------     ---------------------------
                                                   1997             1996           1997           1996
                                               -----------     -----------     -----------     -----------
<S>                                            <C>             <C>             <C>             <C>
Revenues
     Rental ..............................     $   721,290     $   769,692     $ 1,442,579     $ 1,560,672
     Interest
        Other ............................          45,695          53,339          91,541         117,593
        Financing leases .................            --              --              --               776
     Other operating income ..............            --             3,011            --             3,166
                                               -----------     -----------     -----------     -----------

                                                   766,985         826,042       1,534,120       1,682,207
                                               -----------     -----------     -----------     -----------

Costs and expenses
     Depreciation ........................         536,825         561,249       1,073,666       1,136,870
     General and administrative ..........          77,015          35,849         131,763         136,947
     Fees to affiliates ..................          36,065          67,414         101,130         129,494
     Operating ...........................          31,079          29,168          86,414          80,164
     Provision for equipment impairment ..            --            50,000            --            50,000
     Interest ............................            --             2,647            --             7,882
                                               -----------     -----------     -----------     -----------

                                                   680,984         746,327       1,392,973       1,541,357
                                               -----------     -----------     -----------     -----------

                                                    86,001          79,715         141,147         140,850

Loss on disposition of equipment, net ....            --              --              --           (54,935)
                                               -----------     -----------     -----------     -----------

Net income ...............................     $    86,001     $    79,715     $   141,147     $    85,915
                                               ===========     ===========     ===========     ===========

Net income attributable to
     Limited partners ....................     $    85,141     $    78,918     $   139,736     $    85,056
     General partners ....................             860             797           1,411             859
                                               -----------     -----------     -----------     -----------

                                               $    86,001     $    79,715     $   141,147     $    85,915
                                               ===========     ===========     ===========     ===========

Net income per unit of limited partnership
     interest (300,005 units outstanding)      $       .28     $       .28     $       .47     $       .28
                                               ===========     ===========     ===========     ===========

                                    See notes to financial statements.

</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                 NATIONAL LEASE INCOME FUND 6 L.P.

                                   STATEMENT OF PARTNERS' EQUITY





                                                     Limited           General           Total
                                                    Partners'         Partners'        Partners'
                                                     Equity            Equity           Equity
                                                 ------------      ------------      ------------
<S>                                              <C>               <C>               <C>
Balance, January 1, 1997 ...................     $ 15,731,182      $ (1,346,327)     $ 14,384,855

Reallocation of partners' equity ...........       (1,500,025)        1,500,025              --
                                                 ------------      ------------      ------------

Balance, January 1, 1997 (as restated) .....       14,231,157           153,698        14,384,855

Net income for the six months
     ended June 30, 1997 ...................          139,736             1,411           141,147

Distributions to partners for the six months
     ended June 30, 1997 ($2.30 per limited
     partnership unit) .....................         (690,012)           (6,969)         (696,981)
                                                 ------------      ------------      ------------

Balance, June 30, 1997 .....................     $ 13,680,881      $    148,140      $ 13,829,021
                                                 ============      ============      ============


                                See notes to financial statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                        NATIONAL LEASE INCOME FUND 6 L.P.

                            STATEMENTS OF CASH FLOWS


                                                       For the six months ended
                                                               June 30,
                                                     ----------------------------
                                                        1997             1996
                                                     -----------      -----------
<S>                                                  <C>              <C>
INCREASE (DECREASE) IN CASH AND
CASH EQUIVALENTS

Cash flows from operating activities
 Net income ....................................     $   141,147      $    85,915
 Adjustments to reconcile net income to net
   cash provided by operating activities
  Depreciation .................................       1,073,666        1,136,870
  Amortization of deferred costs ...............          56,258           56,258
  Loss on disposition of equipment, net ........            --             54,935
  Provision for equipment impairment ...........            --             50,000
 Changes in assets and liabilities
  Other receivables and prepaid expenses .......          19,584            1,896
  Accounts receivable ..........................          (1,930)          (4,614)
  Due from affiliates ..........................         (26,344)            --
  Deferred income ..............................            --            (28,432)
  Accounts payable and accrued expenses ........         (35,775)         (74,623)
  Due to affiliates ............................         (71,527)         (17,106)
                                                     -----------      -----------
    Net cash provided by operating activities ..       1,155,079        1,261,099
                                                     -----------      -----------

Cash flows from investing activities
  Purchase of leased equipment - upgrades ......            --           (223,305)
  Proceeds from disposition of leased  equipment            --            196,829
  Note receivable ..............................         184,986          245,472
  Minimum lease payments received on financing
  leases, net of interest earned ...............            --              8,300
  Other non-operating payments .................            --            (41,416)
                                                     -----------      -----------

    Net cash provided by investing activities ..         184,986          185,880
                                                     -----------      -----------
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                        NATIONAL LEASE INCOME FUND 6 L.P.

                            STATEMENTS OF CASH FLOWS
                                   (continued)


                                                       For the six months ended
                                                               June 30,
                                                     ----------------------------
                                                        1997             1996
                                                     -----------      -----------
<S>                                                  <C>              <C>

Cash flows from financing activities
 Distributions to partners .....................      (1,454,569)      (1,969,729)
                                                     -----------      -----------

Net decrease in cash and cash equivalents ......        (114,504)        (522,750)

Cash and cash equivalents, beginning of period .       3,481,745        3,810,827
                                                     -----------      -----------

Cash and cash equivalents, end of period .......     $ 3,367,241      $ 3,288,077
                                                     ===========      ===========

Supplemental disclosure of cash flow information
 Interest paid .................................     $      --        $     7,882
                                                     ===========      ===========


                        See notes to financial statements.

</TABLE>
<PAGE>
                        NATIONAL LEASE INCOME FUND 6 L.P.

                          NOTES TO FINANCIAL STATEMENTS


 1       INTERIM FINANCIAL INFORMATION

         The summarized  financial  information  contained  herein is unaudited;
         however, in the opinion of management, all adjustments (consisting only
         of  recurring  accruals)  necessary  for a fair  presentation  of  such
         financial  information have been included.  The accompanying  financial
         statements,  footnotes and  discussions  should be read in  conjunction
         with  the  financial  statements,  related  footnotes  and  discussions
         contained in the National Lease Income Fund 6 L.P. (the  "Partnership")
         annual  report on Form 10-K for the year ended  December 31, 1996.  The
         results of  operations  for the six months  ended June 30, 1997 are not
         necessarily indicative of the results to be expected for the full year.

 2       SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

         Leases

         The  Partnership  accounts for all of its leases in accordance with the
         operating and financing methods.  For operating leases,  rental revenue
         is  recognized  on  a  straight-line   basis  and  expenses  (including
         depreciation) are charged to operations as incurred.

         For financing leases, unearned income is recognized as revenue over the
         respective lease term so as to produce a constant rate of return on the
         net investment.

         For the six months ended June 30, 1997 and 1996,  rental revenue earned
         on  a   month-to-month   basis  comprised   approximately  1%  and  3%,
         respectively, of total rental revenue recognized.

         Leased equipment and equipment held for lease or sale

         The cost of  leased  equipment  and  equipment  held for  lease or sale
         represents  the initial cost of the equipment to the  Partnership  plus
         miscellaneous  acquisition  and  closing  costs,  and is carried at the
         lower of depreciated cost or net realizable value.

         Depreciation  is  computed  using  the  straight-line  method  over the
         estimated  useful  lives of such assets (five years for  equipment  for
         management  information  systems  and 13 to 18 years for  aircraft  and
         aircraft-related   equipment).   The  Partnership   capitalizes   major
         additions  to its aircraft and  depreciates  such capital  improvements
         over the remaining estimated useful life of such aircraft.

         When  equipment  is  sold  or  otherwise  disposed  of,  the  cost  and
         accumulated  depreciation  (and any  related  allowance  for  equipment
         impairment)  are removed from the accounts and any gain or loss on such
         sale or disposal is reflected in  operations.  Normal  maintenance  and
         repairs are charged to operations as incurred. The Partnership provides
         allowances for equipment  impairment  based upon a quarterly  review of
         all equipment in its portfolio,  when management  believes that,  based
         upon market analysis,  appraisal  reports and leases currently in place
         with respect to specific  equipment,  the  investment in such equipment
         may not be recoverable.
<PAGE>
                        NATIONAL LEASE INCOME FUND 6 L.P.

                          NOTES TO FINANCIAL STATEMENTS

 2       SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

         The allowance is inherently  subjective and is based upon  management's
         best estimate of current  conditions  and  assumptions  about  expected
         future conditions. The Partnership may provide for additional losses in
         subsequent periods and such losses could be material.

         Deferred costs

         Deferred costs  represent the payments made by the  Partnership,  based
         upon the terms of a certain lease,  for maintenance  which enhanced the
         marketability  with respect to the return of certain aircraft leased to
         Alaska Airlines, Inc. ("Alaska"). Deferred costs are amortized over the
         terms of the remarketed lease.

         Note receivable

         Note receivable  represents  financing provided by the Partnership to a
         lessee of certain  aircraft for  modifications  made to such  aircraft.
         Such note is being repaid at a rate of 9.31% per annum.

         Recently issued accounting pronouncement

         The Financial  Accounting Standards Board issued Statement of Financial
         Accounting  Standards No. 128, "Earnings per Share" in February,  1997.
         This pronouncement  establishes  standards for computing and presenting
         earnings  per  share,  and is  effective  for  the  Partnership's  1997
         year-end  financial  statements.   The  Partnership's   management  has
         determined that this standard will have no impact on the  Partnership's
         computation  or   presentation  of  net  income  per  unit  of  limited
         partnership interest.

 3       CONFLICTS OF INTEREST AND TRANSACTIONS WITH RELATED PARTIES

         The corporate  general  partner of the  Partnership,  ALI Capital Corp.
         (the "Corporate General Partner"),  the managing general partner of the
         Partnership,  ALI Equipment Management Corp.  ("Equipment  Management")
         and Integrated  Resources  Equipment  Group,  Inc.  ("IREG") are wholly
         owned subsidiaries of Presidio Capital Corp.  ("Presidio").  Z Square G
         Partners  II was  the  associate  general  partner  of the  Partnership
         through February 27, 1995. On February 28, 1995,  Presidio Boram Corp.,
         a subsidiary of Presidio,  became the associate general partner.  Other
         limited  partnerships and similar investment  programs have been formed
         by Equipment  Management or its  affiliates to acquire  equipment  and,
         accordingly,  conflicts of interest may arise  between the  Partnership
         and such other limited partnerships. Affiliates of Equipment Management
         have also engaged in business  related to the  management  of equipment
         and the sale of various  types of equipment  and may transact  business
         with the Partnership.
<PAGE>
                        NATIONAL LEASE INCOME FUND 6 L.P.

                          NOTES TO FINANCIAL STATEMENTS

 3       CONFLICTS OF INTEREST AND TRANSACTIONS WITH RELATED PARTIES (continued)

         Subject  to the  rights  of the  Limited  Partners  under  the  Limited
         Partnership  Agreement,  Presidio will control the Partnership  through
         its direct or  indirect  ownership  of all of the  shares of  Equipment
         Management, the Corporate General Partner and, as of February 28, 1995,
         the  associate  general  partner.   Presidio  is  managed  by  Presidio
         Management Company, LLC ("Presidio  Management"),  a company controlled
         by a director of Presidio.  Presidio is also party to an administrative
         services agreement with Wexford Management LLC ("Wexford")  pursuant to
         which Wexford is responsible for the day-to-day  management of Presidio
         and,  among other  things,  has  authority  to  designate  directors of
         Equipment  Management,  the Corporate General Partner and the associate
         general  partner.  During the six months  ended June 30,  1997 and 1996
         reimbursable  expenses due to Wexford from the Partnership  amounted to
         $13,113 and $17,891, respectively.

         Presidio is a liquidating  company.  Although Presidio has no immediate
         plans to do so, it will  ultimately seek to dispose of the interests it
         acquired from Integrated Resources, Inc. through liquidation;  however,
         there can be no  assurance  of the  timing of such  transaction  or the
         effect it may have on the Partnership.

         The Partnership has a management agreement with IREG, pursuant to which
         IREG receives 5% of annual gross rental  revenues on operating  leases;
         2% of annual gross rental  revenues on full payout leases which contain
         net  lease  provisions;  and 1% of  annual  gross  rental  revenues  if
         services are performed by third parties under the active supervision of
         Equipment Management,  as defined in the Limited Partnership Agreement.
         The  Partnership  incurred  equipment  management  fees of $72,130  and
         $75,553 for the six months ended June 30, 1997 and 1996, respectively.

         During the operating and liquidating stage of the Partnership,  IREG is
         entitled to a partnership  management fee equal to 4% of  distributable
         cash from operations as defined in the Limited  Partnership  Agreement,
         subject to increase  after the limited  partners have received  certain
         specified minimum returns on their investment. The Partnership incurred
         partnership  management  fees of $29,000 and $53,941 for the six months
         ended June 30, 1997 and 1996, respectively.

         The general  partners  are  entitled to 1% of  distributable  cash from
         operations,  cash from sales or financing  and cash from the  equipment
         reserve  account and, in general,  an  allocation  of 1% of taxable net
         income or loss of the Partnership.

         During the operating and liquidating stage of the Partnership, IREG may
         be entitled to receive certain other fees which are subordinated to the
         receipt by the limited partners of their original  invested capital and
         certain specified minimum returns on their investment.
<PAGE>
                        NATIONAL LEASE INCOME FUND 6 L.P.

                          NOTES TO FINANCIAL STATEMENTS

 3       CONFLICTS OF INTEREST AND TRANSACTIONS WITH RELATED PARTIES (continued)

         Upon the ultimate liquidation of the Partnership,  the general partners
         may  be  required  to  remit  to  the  Partnership   certain   payments
         representing  capital account deficit  restoration based upon a formula
         provided within the Limited  Partnership  Agreement.  Such  restoration
         amount may be less than the recorded general partners'  deficit,  which
         could  result in  distributions  to the  limited  partners of less than
         recorded equity.

         In April 1995, Equipment Management and certain affiliates entered into
         an agreement with Fieldstone Private Capital Group, L.P. ("Fieldstone")
         pursuant  to  which   Fieldstone   performs   certain   management  and
         administrative  services relating to the Partnership as well as certain
         other  partnerships  in which  Equipment  Management  serves as general
         partner.  Substantially  all costs  associated  with the  retention  of
         Fieldstone, other than legal fees, are paid by Equipment Management.

 4       PARTNER'S EQUITY

         The General Partners hold a 1% equity interest in the  Partnership.  At
         the inception of the Partnership,  the General Partners' equity account
         was credited with only the actual capital  contributed in cash, $9,950.
         The Partnership's  management  determined that this accounting does not
         appropriately  reflect the limited  partners' and the General Partners'
         relative  participations in the Partnership's net assets, since it does
         not  reflect  the  General   Partners'   1%  equity   interest  in  the
         Partnership.   Thus,  the   Partnership   has  restated  its  financial
         statements to reallocate $1,500,025 (1% of the gross proceeds raised at
         the  Partnership's  formation) of the  partners'  equity to the General
         Partners'  equity  account.  This  reallocation  was  made  as  of  the
         inception of the Partnership and all periods presented in the financial
         statements  have  been  restated  to  reflect  the  reallocation.   The
         reallocation  has no impact on the  Partnership's  financial  position,
         results of operations,  cash flows,  distributions to partners,  or the
         partners' tax basis capital accounts.

 5       COMMITMENTS AND CONTINGENCIES

         Continental Micronesia, Inc.

         On March 31, 1993, the Partnership  leased two Boeing 727-227  Advanced
         aircraft to Continental  Airlines,  Inc.  ("Continental") for a term of
         approximately  69 months  to be used by  Continental's  Air  Micronesia
         operation (the "Air Mike  Leases").  Each Air Mike Lease provides for a
         monthly base rent of $69,250,  subject to adjustments  for rent credits
         relating to initial  modifications (the "Initial  Modifications") which
         include Traffic Collision  Avoidance Systems,  windshear  detection and
         upgraded  avionics,   aggregating  approximately  $1,308,000  for  both
         aircraft.  Such  modifications were funded by Continental and are being
         repaid by the Partnership  through the application of rent credits such
<PAGE>
                        NATIONAL LEASE INCOME FUND 6 L.P.

                          NOTES TO FINANCIAL STATEMENTS

 5       COMMITMENTS AND CONTINGENCIES (continued)

         Continental Micronesia, Inc. (continued)

         that  Continental  will  recoup  the  aggregate  cost  of  the  Initial
         Modifications  over a 36-month period with interest at 9.31% per annum.
         The  remaining  balance of rent  credits  to be applied by  Continental
         towards  such  modifications  was  $100,000  as of June  30,  1997  and
         December 31, 1996.

         In addition,  Continental has made certain other  modifications to such
         aircraft.  The Partnership has agreed to provide financing for the rent
         credits ("Lessor  Financing  Credits") against the base rental payments
         due under the Air Mike Leases.  The lessee is currently repaying Lessor
         Financing  Credits  through  monthly   installments   which  are  being
         amortized  at the rate of 9.31% per annum over 36 months.  Through June
         30, 1997,  the  Partnership  had  provided  all the required  financing
         aggregating  approximately  $1,443,000.  Such  amount,  net of  amounts
         repaid,  is  reflected  on the  accompanying  balance  sheets  as  Note
         Receivable  at June 30, 1997 and December  31,  1996.  The net carrying
         value  of  both  aircraft  aggregated   approximately   $7,590,000  and
         $7,963,000  (net of  allowances  for equipment  impairment  aggregating
         approximately  $10,000,000  provided in prior periods) at June 30, 1997
         and December 31, 1996 , respectively.

         In  April  1993,   Continental   transferred  all  of  its  rights  and
         obligations under the Air Mike Leases to Air Micronesia,  a stand-alone
         air carrier affiliated with Continental.
<PAGE>
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
          CONDITION AND RESULTS OF OPERATIONS


Liquidity and Capital Resources

The  General  Partners  hold a 1% equity  interest  in the  Partnership.  At the
inception of the Partnership,  the General Partners' equity account was credited
with only the actual capital  contributed  in cash,  $9,950.  The  Partnership's
management  determined that this accounting does not  appropriately  reflect the
limited  partners'  and the General  Partners'  relative  participations  in the
Partnership's  net assets,  since it does not reflect the General  Partners'  1%
equity  interest in the  Partnership.  Thus,  the  Partnership  has restated its
financial  statements to reallocate  $1,500,025 (1% of the gross proceeds raised
at the Partnership's formation) of the partners' equity to the General Partners'
equity  account.  This  reallocation  was  made  as  of  the  inception  of  the
Partnership  and all periods  presented in the  financial  statements  have been
restated  to reflect the  reallocation.  The  reallocation  has no impact on the
Partnership's   financial   position,   results  of   operations,   cash  flows,
distributions to partners, or the partners' tax basis capital accounts.

The Partnership did not declare a cash  distribution  for the quarter ended June
30,  1997.  As of June 30,  1997,  the  Partnership  had  operating  reserves of
approximately   $2,307,000  which  was  comprised  of  undistributed  cash  from
operations and sales, aggregating approximately $807,000, as well as the general
working capital reserve of $1,500,000.

Quarterly  cash  from  operations  has  reached  minimal  levels  and the  costs
associated with making quarterly cash distributions  remains fixed. The managing
general  partner of the  Partnership  has decided to discontinue  quarterly cash
distributions  and  instead  make  periodic  cash  distributions  based upon the
accumulation of cash in the Partnership.

It is the Partnership's intention to maintain reserves sufficient to support the
Partnership's  future  obligations.  The  Partnership  may, in the  future,  use
certain of its reserves to upgrade its leased  equipment in order to enhance its
value.

The leasing  arrangements  entered into by the  Partnership  with respect to its
equipment generally provided for fixed or minimum rentals,  and as such, provide
reasonable  assurance that all of the  Partnership's  operating  needs,  such as
administrative costs and management fees, will be met in the foreseeable future.

Although  expense  levels have been reduced,  most of the  Partnership's  future
administrative  expenses  (i.e.,  accounting  and  investor  services  including
printing) are fixed and will not decrease significantly during the Partnership's
future operating period.  Other expenses such as insurance and fees to affiliate
will decline during such period.

Set forth below is a description of various transactions which have impacted the
liquidity of the Partnership during 1997 and 1996:
<PAGE>
Liquidity and Capital Resources (continued)


(i)      On March 31, 1993, the Partnership  leased two Boeing 727-227  Advanced
         aircraft to Continental  Airlines,  Inc.  ("Continental") for a term of
         approximately  69 months  to be used by  Continental's  Air  Micronesia
         operation (the "Air Mike Leases").

         Such  aircraft  had been  originally  leased to Alaska  Airlines,  Inc.
         ("Alaska")  through August 14, 1992. In conjunction  with the return of
         such aircraft,  it was determined that certain  physical  attributes of
         the aircraft  exceeded the related minimum return  conditions  provided
         for  in  the  leases.   As  a  result,   the  Partnership  paid  Alaska
         approximately  $647,000  to  reflect  the  value  associated  with such
         attributes.  Such amount has been  reflected on the balance sheets on a
         gross  basis,  net of  amortization,  at June 30, 1997 and December 31,
         1996,  as  Deferred  Costs and will be  amortized  over the term of the
         lease renewal with Continental.

         Each Air Mike  Lease  provides  for a  monthly  base  rent of  $69,250,
         subject  to  adjustments   for  rental  credits   relating  to  initial
         modifications  (the  "Initial  Modifications")  which  include  Traffic
         Collision Avoidance Systems, windshear detection and upgraded avionics,
         aggregating   approximately   $1,308,000   for  both   aircraft.   Such
         modifications  were funded by  Continental  and are being repaid by the
         Partnership  through  the  application  of  rental  credits  such  that
         Continental will recoup the aggregate cost of the Initial Modifications
         over a 36-month period with interest at 9.31% per annum. As of June 30,
         1997,  the  remaining  balance of credit to be  applied by  Continental
         towards such  modifications  costs was $100,000 and was included on the
         balance sheets as Deferred Aircraft Upgrade Payable.

         Further,  Continental  has  made  certain  other  modifications  to the
         aircraft  for which the  Partnership  has agreed to  provide  financing
         through  credits  ("Lessor  Financing  Credits")  against  base  rental
         payments due under the Air Mike Leases.  The lessee will then repay any
         Lessor  Financing  Credits  through  monthly  payments  which  will  be
         amortized  at the rate of 9.31% per annum over 36 months.  Through June
         30,  1997,  the   Partnership   had  provided   financing   aggregating
         approximately  $1,443,000.  Such  amount,  net of amounts  repaid,  was
         reflected on the balance sheet at June 30, 1997 as Note Receivable.  At
         June 30,  1997,  the net  carrying  value of both  aircraft  aggregated
         approximately  $7,590,000  (net of allowances for equipment  impairment
         aggregating approximately $10,000,000 provided in prior periods).

(ii)     On  November  30,  1994,  the  leases  with  Southwest  Airlines,   Co.
         ("Southwest") of two Boeing 737-200 aircraft (the "Southwest Aircraft")
         were scheduled to expire in accordance with their original  terms.  The
         associated  nonrecourse  debt was repaid  upon the receipt of the final
         rental  installment  for the  initial  lease  term.  Southwest  and the
<PAGE>
Liquidity and Capital Resources (continued)

(ii)    (continued)

         Partnership agreed to extend Southwest's leases for one additional year
         for a monthly rent of approximately  28% of the original lease rate. On
         November 30, 1995,  the  extensions  with  Southwest  were scheduled to
         expire  in  accordance   with  their  terms,   and  Southwest  and  the
         Partnership  agreed to extend the leases  for two  additional  years at
         125% of the then current lease rate. At June 30, 1997, the net carrying
         value of the Southwest  Aircraft  aggregated  approximately  $2,814,000
         (net of allowances  for equipment  impairment  aggregating  $10,400,000
         previously provided).

As of June 30, 1997,  the  Partnership  remained the owner of four  aircraft and
related  engines  as well  as two  additional  aircraft  engines,  which  in the
aggregate  represented  substantially  all of  its  remaining  equipment,  on an
original cost basis. Such foregoing aircraft and engines had an original cost of
approximately $56,820,000 (net carrying value of approximately $10,403,000). All
associated nonrecourse debt related to the aircraft has been repaid. At June 30,
1997, the  Partnership  remained the owner of equipment with an original cost of
approximately  $57,013,000  of which  approximately  $4,376,000 is off-lease and
approximately  $194,000 is leased on a month-to-month basis (both on an original
cost  basis). 

On December 5, 1997,  the leases of the  Southwest  Aircraft  are  scheduled  to
expire in accordance  with their terms at which time  Southwest  will return the
Southwest   Aircraft  to  the   Partnership.   The   Partnership   is  currently
investigating remarketing opportunities for the Southwest Aircraft. There can be
no  assurance  that the  Partnership  will be  successful  with  respect  to its
remarketing  activities.  The  Partnership  will  continue  with its  efforts to
maximize  the value of its  remaining  equipment  portfolio.  The  Partnership's
anticipated  cash from  operations  after deducting  operating  expenses for the
remainder  of 1997,  based on firm term leases in place,  is not  sufficient  to
maintain previous distribution levels.  Distribution levels will fluctuate based
upon remarketing  success of the Partnership's  equipment including any proceeds
generated by the sale of significant  assets (such as aircraft) and requirements
for operating reserves, if any.

The  substantial  costs  required  to  maintain  and bring  used  aircraft  into
compliance with FAA noise and maintenance  requirements  are the primary factors
which have  adversely  affected the narrow body aircraft  market.  Additionally,
there is competition  from newer and more fuel  efficient  aircraft which comply
with the FAA noise requirements.  The Partnership also believes that as a result
of the factors listed above there has been a significant  decline in the re-sale
value of narrow-body aircraft.

As the Partnership's aircraft come off-lease,  the Partnership may need to use a
portion of its operating reserves and/or its cash flow, which would otherwise be
available  for  distribution,  to  upgrade  or  enhance  these  aircraft  if the
Partnership  determines that such expenditures are in its best interest in order
to maximize the  remarketing  value.  The  Partnership  is currently  evaluating
strategies,  including  potential  engine  upgrades  to conform  to  regulations
covering maintenance and upgrading of aging aircraft.  The Partnership's ability
to make distributions may be impacted by its obligation to pay such costs.

At the present time, the level of fees payable to IREG for services  rendered to
the  Partnership  and  other  affiliated   equipment  leasing   partnerships  is
declining.  The effect of this situation cannot be determined at this point. The
management  agreements  between the  Partnership  and IREG may be  terminated by
either party to such agreements.
<PAGE>
Liquidity and Capital Resources (continued)

In April 1995, the Managing General Partner and certain  affiliates entered into
an agreement  with  Fieldstone  pursuant to which  Fieldstone  performs  certain
management and  administrative  services  relating to the Partnership as well as
certain  other  partnerships  in which the Managing  General  Partner  serves as
general  partner.  Substantially  all costs  associated  with the  retention  of
Fieldstone, other than legal fees, are paid by the Managing General Partner.

On February 28, 1995, Presidio Boram Corp., a subsidiary of Presidio, became the
Associate  General  Partner,  upon the withdrawal of Z Square G Partners II, the
former Associate General Partner.

Inflation  and  changing  prices  have  not  had  any  material  effect  on  the
Partnership's  revenues since its inception nor does the Partnership  anticipate
any material effect on its business from these factors.

Results of Operations

Net income  increased  for the  quarter  and six months  ended June 30,  1997 as
compared to the quarter and six months ended June 30, 1996,  as the reduction in
revenue was more than offset by the overall reduction in expenses. Additionally,
there were no  dispositions  of  equipment  during the six months ended June 30,
1997, as compared to  dispositions  that generated  losses in the  corresponding
period of the prior year.

Revenues  decreased  overall for the quarter and six months  ended June 30, 1997
compared to the corresponding periods of the prior year. Rental income decreased
due to the expiration of certain leases in accordance with the original terms of
such leases subsequent to the prior year's periods.

Interest income on finance leases was eliminated due to expiration of all leases
in accordance with the original lease terms and sale of equipment  subsequent to
the prior year's periods.

Expenses decreased overall for the quarter and six months ended June 30, 1997 as
compared to the corresponding periods of the prior year as follows:

Depreciation  expense  decreased due to the elimination of depreciation  expense
resulting from the disposition or sale of certain equipment during or subsequent
to the prior year's  period,  as well as to the fact that certain  equipment was
fully  depreciated  during or prior to the current year's  period.  There was no
provision for equipment  impairment  recorded in the current six month period as
compared to an impairment of $50,000 in the prior year's six month period. There
were no dispositions of equipment in the current six-month period as compared to
a net loss of approximately $55,000 on the disposition of equipment in the prior
year's six-month period;

Fees to affiliates decreased due to the decrease in partnership  management fees
which are based on distributions to partners.

Interest expense was eliminated due to the repayment of the principal balance on
Air Mike rent credits subsequent to the prior year's period;.
<PAGE>
Results of Operations (continued)

General and administrative  expenses increased for the quarter but decreased for
the current  six-month  period due to the increase in legal fees for the quarter
ended June 30, 1997.

This  general  decrease  in  expenses  was offset  slightly  by an  increase  in
operating expenses due to an increase in administrative fees relating to the Air
Mike Leases.
<PAGE>



PART II - OTHER INFORMATION

ITEM 5 - OTHER INFORMATION

On July 25, 1997, Wexford, the administrator for Presidio, the parent company of
ALI Equipment  Management Corp., ALI Capital Corp. and Presidio Boram Corp., the
Managing,  Corporate  and  Associate  General  Partners,  respectively,  of  the
Partnership and Integrated Resources Equipment Group, Inc., received notice from
Presidio Holding Company, LLC, which stated that it was the holder of 63% of the
outstanding Class A common shares of Presidio, that it was seeking to remove the
three current Class A directors and replacing  them with Edward  Scheetz,  David
Hamamoto and David King  effective as of 12:00 p.m. on September 2, 1997.  There
exists  substantial  doubt as to the effectiveness of such notice. On August 15,
1997,  Presidio  applied  to the Judge of the High Court in the  British  Virgin
Islands for a declaration  that the written  resolution of Presidio Holding LLC,
dated July 25, 1997 was invalid and of no effect  insofar as it purports to be a
written resolution of the Class A Members of Presidio.

As of August  18,  1997,  there have be no  changes  in the  composition  of the
officers and directors of the general partners. In addition,  the administrative
services  agreement with Wexford remains in effect and is scheduled to terminate
in November 1997.
<PAGE>

                                   SIGNATURES


Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
Partnership  has duly  caused  this  report to be  signed  on its  behalf by the
undersigned thereunto duly authorized.


                                           National Lease Income Fund 6 L.P.
                                  By:      ALI Equipment Management Corp.
                                           Managing General Partner




                                           /S/  Douglas J. Lambert
                                           -----------------------
                                           Douglas J. Lambert
                                           President (Principal Executive
                                           and Financial Officer)







Date:  August 18, 1997

<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
The  schedule  contains  summary   information   extracted  from  the  financial
statements  of the June 30, 1997 Form 10-Q of National  Lease Income Fund 6 L.P.
and is qualified in its entirety by reference to such financial statements.
</LEGEND>
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          DEC-31-1997
<PERIOD-END>                               JUN-30-1997
<CASH>                                       3,367,241
<SECURITIES>                                         0
<RECEIVABLES>                                   91,020
<ALLOWANCES>                                         0
<INVENTORY>                                          0
<CURRENT-ASSETS>                             3,668,052
<PP&E>                                      33,986,314
<DEPRECIATION>                              23,582,853
<TOTAL-ASSETS>                              14,071,513
<CURRENT-LIABILITIES>                          242,492
<BONDS>                                              0
                                0
                                          0
<COMMON>                                             0
<OTHER-SE>                                  13,829,021
<TOTAL-LIABILITY-AND-EQUITY>                14,071,513
<SALES>                                              0
<TOTAL-REVENUES>                             1,534,120
<CGS>                                                0
<TOTAL-COSTS>                                  319,307
<OTHER-EXPENSES>                             1,073,666
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                   0
<INCOME-PRETAX>                                141,147
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                            141,147
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                   141,147
<EPS-PRIMARY>                                        0
<EPS-DILUTED>                                        0
        

</TABLE>


© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission