NATIONAL LEASE INCOME FUND 6 LP
10-Q, 1999-11-15
COMPUTER RENTAL & LEASING
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<PAGE>


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


                                  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 September 30, 1999

                         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.)


           Cambridge Center, 9th Floor, Cambridge Massachusetts 02142
           ----------------------------------------------------------
                    (Address of principal executive offices)

                                 (617) 234-3000
              ----------------------------------------------------
              (Registrant's telephone number, including area code)

             411 West Putnam Avenue, Suite 270, Greenwich, CT 06830
             ------------------------------------------------------
              (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 - SEPTEMBER 30, 1999




                                      INDEX



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

      ITEM 1 - FINANCIAL STATEMENTS

         BALANCE SHEETS - September 30, 1999 and December 31, 1998........................................        1


         STATEMENTS OF OPERATIONS - For the three months ended September 30, 1999
              and 1998 and for the nine months ended September 30, 1999 and 1998 .........................        2


         STATEMENT OF PARTNERS' EQUITY - For the nine months ended
              September 30, 1999 .........................................................................        3


         STATEMENTS OF CASH FLOWS - For the nine months ended
              September 30, 1999 and 1998 ................................................................        4


         NOTES TO FINANCIAL STATEMENTS ...................................................................      5-9


      ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                CONDITION AND RESULTS OF OPERATIONS ......................................................    10-11


PART II - OTHER INFORMATION

      ITEM 1 - LEGAL PROCEEDINGS .........................................................................       12

      ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K ..........................................................       12

SIGNATURES ...............................................................................................       13

</TABLE>

<PAGE>

PART I - FINANCIAL INFORMATION

ITEM 1 - FINANCIAL STATEMENTS


                        NATIONAL LEASE INCOME FUND 6 L.P.

                                 BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                       September 30,      December 31,
                                                                           1999               1998
                                                                       -------------      ------------
<S>                                                                     <C>               <C>
 ASSETS

      Cash and cash equivalents                                         $ 4,803,079       $ 2,287,311
      Leased equipment, net                                               2,136,434         3,233,889
      Restricted cash - sale deposit                                        130,000               -
      Deferred costs                                                         61,889            28,354
      Other receivables and prepaid expenses                                 18,958             8,377
      Equipment held for lease or sale, net                                     -           2,463,781
                                                                        -----------       -----------

                                                                        $ 7,150,360       $ 8,021,712
                                                                        ===========       ===========


 LIABILITIES AND PARTNERS' EQUITY

 Liabilities
      Accounts payable and accrued expenses                             $    97,475       $   249,040
      Sale deposit payable                                                  130,000               -
      Due to affiliates                                                      10,388            25,329
      Deferred income                                                        34,625            34,625
                                                                        -----------       -----------

          Total liabilities                                                 272,488           308,994
                                                                        -----------       -----------

 Commitments and contingencies

 Partners' equity
      Limited partners' equity (300,005 units issued
          and outstanding)                                                6,799,242         7,625,740
      General partners' equity                                               78,630            86,978
                                                                        -----------       -----------

          Total partners' equity                                          6,877,872         7,712,718
                                                                        -----------       -----------

                                                                        $ 7,150,360       $ 8,021,712
                                                                        ===========       ===========
</TABLE>


See notes to financial statements.

                                                                               1

<PAGE>


                        NATIONAL LEASE INCOME FUND 6 L.P.

                            STATEMENTS OF OPERATIONS


<TABLE>
<CAPTION>
                                                                  For the three months ended        For the nine months ended
                                                                        September 30,                       September 30,
                                                                  --------------------------        --------------------------
                                                                    1999              1998            1999            1998
                                                                  ---------        ---------        ---------       ----------
<S>                                                              <C>              <C>              <C>             <C>
 Revenues
      Rental                                                     $  207,750       $  298,827       $  623,250      $ 1,479,827
      Interest                                                       57,031           48,888          124,387          181,892
      Other                                                           2,206              -             49,731            2,240
                                                                 ----------       ----------       ----------      -----------

                                                                    266,987          347,715          797,368        1,663,959
                                                                 ----------       ----------       ----------      -----------

 Costs and expenses
      Provision for equipment impairment                            245,000              -          1,032,000              -
      Depreciation                                                   93,485          109,075          280,455          483,069
      General and administrative                                     63,700            2,587          181,679          122,684
      Operating                                                      30,331          354,136          129,626          906,773
      Fees to affiliates                                             10,388           14,941           31,163          199,991
                                                                 ----------       ----------       ----------      -----------

                                                                    442,904          480,739        1,654,923        1,712,517
                                                                 ----------       ----------       ----------      -----------

                                                                   (175,917)        (133,024)        (857,555)         (48,558)

      Gain on sale of aircraft, net                                  22,709          357,966           22,709          357,966
                                                                 ----------       ----------       ----------      -----------

 Net (loss) income                                               $ (153,208)      $  224,942       $ (834,846)     $   309,408
                                                                 ==========       ==========       ==========      ===========

 Net (loss) income attributable to
      Limited partners                                           $ (151,676)      $  222,693       $ (826,498)     $   306,314
      General partners                                               (1,532)           2,249           (8,348)           3,094
                                                                 ----------       ----------       ----------      -----------

                                                                 $ (153,208)      $  224,942       $ (834,846)     $   309,408
                                                                 ==========       ==========       ==========      ===========


 Net (loss) income per unit of limited partnership
      interest (300,005 units outstanding)                       $     (.50)      $      .74       $    (2.75)     $      1.02
                                                                 ==========       ==========       ==========      ===========
</TABLE>


See notes to financial statements.

                                                                               2

<PAGE>

                        NATIONAL LEASE INCOME FUND 6 L.P.

                          STATEMENT OF PARTNERS' EQUITY





                                      Limited         General          Total
                                     Partners'       Partners'       Partners'
                                      Equity          Equity          Equity
                                   -----------       --------      -----------

 Balance, January 1, 1999          $ 7,625,740       $ 86,978      $ 7,712,718

 Net loss for the nine months
      ended September 30, 1999        (826,498)        (8,348)        (834,846)
                                   -----------       --------      -----------

 Balance, September 30, 1999       $ 6,799,242       $ 78,630      $ 6,877,872
                                   ===========       ========      ===========




See notes to financial statements.

                                                                               3

<PAGE>


                        NATIONAL LEASE INCOME FUND 6 L.P.

                            STATEMENTS OF CASH FLOWS


<TABLE>
<CAPTION>
                                                                         For the nine months ended
                                                                               September 30,
                                                                        -----------------------------
                                                                            1999              1998
                                                                        -----------       -----------
<S>                                                                     <C>               <C>
 INCREASE (DECREASE) IN CASH AND
 CASH EQUIVALENTS

 Cash flows from operating activities
      Net (loss) income                                                 $  (834,846)      $   309,408
      Adjustments to reconcile net (loss) income to net
        cash provided by operating activities
          Provision for equipment impairment                              1,032,000               -
          Depreciation                                                      280,455           483,069
          Gain on sale of aircraft, net                                     (22,709)         (357,966)
          Amortization of deferred costs                                        -              84,209
      Changes in assets and liabilities
          Deferred costs                                                    (33,535)              -
          Other receivables and prepaid expenses                            (10,581)           (1,935)
          Accounts payable and accrued expenses                            (151,565)          134,610
          Due to affiliates                                                 (14,941)           14,941
          Deferred income                                                       -             (34,625)
          Deferred aircraft upgrade payable                                     -            (100,000)
                                                                        -----------       -----------

             Net cash provided by operating activities                      244,278           531,711
                                                                        -----------       -----------

 Cash flows from investing activities
      Proceeds from sale of aircraft, net                                 2,271,490         3,763,343
      Note receivable collections                                               -               3,481
                                                                        -----------       -----------

          Net cash provided by investing activities                       2,271,490         3,766,824
                                                                        -----------       -----------

 Cash flows from financing activities
      Distributions to partners                                                 -          (3,030,354)
                                                                        -----------       -----------

 Net increase in cash and cash equivalents                                2,515,768         1,268,181

 Cash and cash equivalents, beginning of period                           2,287,311         4,796,456
                                                                        -----------       -----------

 Cash and cash equivalents, end of period                               $ 4,803,079       $ 6,064,637
                                                                        ===========       ===========
</TABLE>


See notes to financial statements.
                                                                               4

<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, 1998. The
         results of operations for the nine months ended September 30, 1999 are
         not necessarily indicative of the results to be expected for the full
         year.

         When used in this quarterly report on Form 10-Q, the words "believes,"
         "anticipates," "expects" and similar expressions are intended to
         identify forward-looking statements. Statements looking forward in time
         are included in this quarterly report on Form 10-Q pursuant to the
         "safe harbor" provision on the Private Securities Litigation Reform Act
         of 1995. Such statements are subject to certain risks and uncertainties
         which could cause actual results to differ materially, including, but
         not limited to, those set forth in "management's discussion and
         analysis of financial condition and results of operations." Readers are
         cautioned not to place undue reliance on these forward-looking
         statements, which speak only as of the date hereof. The Partnership
         undertakes no obligation to publicly revise these forward-looking
         statements to reflect events or circumstances occurring after the date
         hereof or to reflect the occurrence of unanticipated events.

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.

         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 fair value.

         Depreciation is computed using the straight-line method over the
         estimated useful lives of such assets (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. Depreciation
         is not computed for equipment held for sale.

                                                                               5

<PAGE>

                        NATIONAL LEASE INCOME FUND 6 L.P.

                          NOTES TO FINANCIAL STATEMENTS


2        SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

         Leased equipment and equipment held for lease or sale (continued)

         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 periodic 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. The Partnership may provide for additional losses in
         subsequent periods and such losses could be material.

3        CONFLICTS OF INTEREST AND TRANSACTIONS WITH RELATED PARTIES

         The general partners of the Partnership are ALI Equipment Management
         Corp. ("Equipment Management"), ALI Capital Corp. and Presidio Boram
         Corp., all of whom are direct or indirect subsidiaries of Presidio
         Capital Corp. ("Presidio"). Other limited partnerships and similar
         investment programs have been formed by affiliates of the general
         partners to acquire equipment and, accordingly, conflicts of interest
         may arise between the Partnership and such other limited partnerships.
         Affiliates of the general partners have also engaged in businesses
         related to the management of equipment and the sale of various types of
         equipment and may transact business with the Partnership.

         Subject to the rights of the Limited Partners under the Limited
         Partnership Agreement, Presidio controls 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. On August 28, 1997, an affiliate of
         NorthStar Capital Partners acquired all of the Class B shares of
         Presidio, the corporate parent of the general partners. This
         acquisition, when aggregated with previous acquisitions, caused
         NorthStar Capital Partners to acquire indirect control of the general
         partners. Effective July 31, 1998, Presidio is indirectly controlled by
         NorthStar Capital Investment Corp. ("NorthStar"), a Maryland
         corporation.

         Presidio entered into a management agreement with NorthStar Presidio
         Management Company, LLC ("NorthStar Presidio"). Under the terms of the
         management agreement, NorthStar Presidio provides the day-to-day
         management of Presidio and its direct and indirect subsidiaries and
         affiliates. During the nine months ended September 30, 1999 and 1998
         reimbursable expenses to NorthStar Presidio from the Partnership
         amounted to $15,000 and $9,172, respectively.

         On October 21, 1999, Presidio entered into a new Services Agreement
         with AP-PCC III, L.P. (the "Agent") pursuant to which the Agent was
         retained to provide asset management and investor relation services to
         the Partnership and other entities affiliated with the Partnership.

         As a result of this agreement, the Agent has the duty to direct the day
         to day affairs of the Partnership, including, without limitation,
         reviewing and analyzing potential sale, financing or restructuring
         proposals regarding the Partnership's assets, preparation of all
         Partnership reports, maintaining Partnership records and maintaining
         bank accounts of the Partnership. The Agent is not permitted, however,
         without the consent of Presidio, or as otherwise required under the

                                                                               6

<PAGE>

                        NATIONAL LEASE INCOME FUND 6 L.P.

                          NOTES TO FINANCIAL STATEMENTS


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

         terms of the Partnership's Agreement of Limited Partnership (the
         "Partnership Agreement") to, among other things, cause the Partnership
         to sell or acquire an asset or file for bankruptcy.

         In order to facilitate the provision by the Agent of the asset
         management services and the investor relation services, effective
         October 25,1999, the officers and directors of the General Partner
         resigned and nominees of the Agent were elected as the officers and
         directors of the General Partner. The Agent is an affiliate of Winthrop
         Financial Associates, a Boston based company that provides asset
         management services, investor relation services and property management
         services to over 150 limited partnerships which own commercial property
         and other assets. The General Partner does not believe that this
         transaction will have a material effect on the operations of the
         Partnership.

         The Partnership has a management agreement with Integrated Resources
         Equipment Group, Inc. ("IREG"), pursuant to which IREG receives
         equipment management fees of 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 $31,163 and $73,991 for the nine months ended September 30,
         1999 and 1998, respectively.

         During the operating and liquidating stage of the Partnership, IREG may
         be entitled to a partnership management fee equal to 4% of 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 did not incur any
         partnership management fees for the nine months ended September 30,
         1999. For the nine months ended September 30, 1998, partnership
         management fees amounted to $126,000.

         The management agreements between the Partnership and IREG may be
         terminated by either party to such agreements.

         The general partners are entitled to 1% of distributable cash from
         operations, cash from sales or financing and cash from the equipment
         reserve accounts and 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.

         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.

                                                                               7
<PAGE>

                        NATIONAL LEASE INCOME FUND 6 L.P.

                          NOTES TO FINANCIAL STATEMENTS


4        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 provided 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 were repaid
         by the Partnership through the application of rent credits such that
         Continental recouped the aggregate cost of the Initial Modifications
         over a 36-month period with interest at 9.31% per annum. 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.

         In addition, Continental has made certain other modifications to such
         aircraft. The Partnership provided financing for the modifications
         ("Lessor Financing Credits") against the base rental payments due under
         the Air Mike Leases. The lessee repaid Lessor Financing Credits through
         monthly installments which were being amortized at the rate of 9.31%
         per annum over 36 months. Through September 30, 1999, the Partnership
         had provided financing aggregating approximately $1,308,000. The
         Partnership sold one aircraft to an unaffiliated third party during the
         third quarter of 1998. Additionally, the Partnership has agreed to
         extend the term of the lease with respect to the second aircraft until
         December 31, 1999 at the same lease rate.

         On October 20, 1999, the Partnership closed the sale of the second
         aircraft to an unaffiliated third party for proceeds of approximately
         $2,261,000, exclusive of selling expenses of approximately $125,000. At
         the time of sale, the aircraft had a net carrying value of
         approximately $2,136,000, inclusive of provisions for equipment
         impairment aggregating approximately $5,822,000 to recognize the
         decrease in value of the aircraft which management believed reflected
         the fair selling price of the aircraft. The provision for equipment
         impairment includes $245,000 recorded during the three months ended
         September 30, 1999 to reflect the current fair selling price of the
         aircraft.

         Tax assessment

         In July 1998, the Partnership received proposed notices of assessment
         from the State of Hawaii with respect to general excise tax ("GET")
         aggregating approximately $1,757,000 (including interest and penalties)
         for the years 1987 through 1995. The state is alleging that the
         Partnership owes GET with respect to rents received from Aloha
         Airlines, Inc. ("Aloha") and Hawaiian Airlines, Inc. ("Hawaiian") under
         the leases between the Partnership and each of the airlines.

         The leases with both Aloha and Hawaiian provided for full
         indemnification of the Partnership for such taxes, but the bankruptcy
         of Hawaiian may relieve Hawaiian of its indemnification obligation for
         any periods prior to September 21, 1993, when Hawaiian and its
         affiliates sought bankruptcy protection. In any event, it is the
         Partnership, as taxpayer, which is ultimately liable for GET, if it is
         applicable.

                                                                               8

<PAGE>

                        NATIONAL LEASE INCOME FUND 6 L.P.

                          NOTES TO FINANCIAL STATEMENTS


4        COMMITMENTS AND CONTINGENCIES (continued)

         Tax assessment (continued)

         The State of Hawaii has not previously applied the GET to rentals
         received by a lessor of aircraft where the lessor's only contact with
         the State of Hawaii is that it has leased its aircraft to airlines
         which are based in the state. Aloha and Hawaiian, as well as the
         Partnership, have separately engaged tax counsel and both airlines are
         cooperating with the Partnership in vigorously contesting the proposed
         assessments.

         Final notices of assessment have not yet been issued. Although there
         can be no assurance that the contest of the assessments will be
         successful, the Partnership believes that the state's position on the
         applicability of GET in this instance is without merit. The Partnership
         has not recorded any provision or liability as a result of the proposed
         notices of assessment.

5        AIRCRAFT SALES

         On April 20, 1999, the Partnership sold one Boeing 737-200 aircraft to
         an unaffiliated third party for proceeds of approximately $1,250,000,
         exclusive of selling expenses of approximately $52,000. At the time of
         sale, the aircraft had a net carrying value of approximately
         $1,198,000. At March 31, 1999, the Partnership recorded a provision for
         equipment impairment of approximately $34,000 with respect to this
         aircraft.

         On May 5, 1999, a Boeing 737-200 aircraft owned by the Partnership was
         sold to an unaffiliated third party for proceeds of approximately
         $1,100,000, exclusive of selling expenses of approximately $49,000. At
         the time of sale, the aircraft had a net carrying value of
         approximately $1,051,000. At March 31, 1999, the Partnership recorded a
         provision for equipment impairment of approximately $181,000 with
         respect to this aircraft.

         On September 23, 1999, the Partnership sold an aircraft engine and
         components to an unaffiliated third party for proceeds of $22,709. At
         the time of sale, the engine and components had a net carrying value of
         zero.

6        SUBSEQUENT EVENT

         On October 20, 1999, the Partnership sold one Boeing 727-227 aircraft
         to an unaffiliated third party for proceeds of approximately
         $2,261,000, exclusive of selling expenses of approximately $125,000. At
         the time of sale, the aircraft had a net carrying value of
         approximately $2,136,000. At September 30, 1999, the Partnership
         recorded an additional provision for equipment impairment of $245,000
         with respect to this aircraft.

                                                                               9

<PAGE>

                        NATIONAL LEASE INCOME FUND 6 L.P.

                          NOTES TO FINANCIAL STATEMENTS


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


Liquidity and Capital Resources

As of June 30, 1999, the Partnership had operating reserves of approximately
$4,696,000, which was comprised of undistributed cash from operations and sales,
aggregating approximately $3,196,000, as well as the general working capital
reserve of $1,500,000.

On September 23, 1999, the Partnership sold an aircraft engine and components to
an unaffiliated third party for sale proceeds of $22,709. At the time of sale,
the engine and components had a net carrying value of zero.

On October 20, 1999, the Partnership sold one Boeing 727-227 aircraft to an
unaffiliated third party for proceeds of approximately $2,261,000, exclusive of
selling expenses of approximately $125,000. At the time of sale, the aircraft
had a net carrying value of approximately $2,136,000. At September 30, 1999, the
Partnership recorded an additional provision for equipment impairment of
$245,000 with respect to this aircraft.

The sales described above complete the sale of the Partnership's equipment
portfolio. The Partnership does not anticipate that it will make any
distributions until it resolves the issues associated with the tax examinations
with respect to the general excise tax ("GET") as discussed in Note 4,
Commitments and Contingencies - Tax Assessment.

Upon resolution of the tax examination relating to the GET, the managing general
partner will then prepare a final accounting of the Partnership's assets and
liabilities, commence the dissolution and termination of the Partnership and
make a final distribution to partners.

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. The market softness in
the aircraft industry and resulting decline in value of the aircraft owned by
the Partnership have resulted in the Partnership providing allowances for
equipment impairment.

Year 2000 compliance

The Year 2000 compliance issue concerns the inability of computerized
information systems and programs to accurately calculate, store or use a date
after December 31, 1999, as a result of the year being stored as a two digit
number. The Partnership is dependent upon the General Partner and its affiliates
for management and administrative services. This could result in system
failure or miscalculations causing disruptions of operations, including, among
other things, a temporary inability to process transactions, send invoices, or
engage in similar normal business activities.

During the third quarter of 1999, the General Partner and its affiliates
completed their assessment of computer systems used in connection with the
management of the Partnership. The General Partner and its affiliates have
completed upgrading those systems where required. The Partnership has to date
not borne, nor is it expected that the Partnership will bear, any significant
costs in connection with the upgrade of those systems requiring remediation.

                                                                            10

<PAGE>


Year 2000 compliance (continued)

To date, the General Partner is not aware of any external agent or service
provider with a Year 2000 issue that would materially impact the Partnership's
results of operations, liquidity or capital resources. However, the General
Partner has no means of ensuring that external agents and service providers will
be Year 2000 compliant. The General Partner does not believe that the inability
of external agents or servive providers to complete their Year 2000 resolution
process in a timely manner will have a material impact on the financial
position or results of operations of the Partnership. However, the effect of
non-compliance by external agents is not readily determinable.

Results of Operations

Net income decreased for the three and nine month periods ended September 30,
1999 as compared to the corresponding periods of the prior year principally due
to a decrease in revenues and reduced gains on the sale of aircraft, partially
offset by a decrease in costs and expenses.

Revenues decreased for the three and nine month periods ended September 30, 1999
as compared to the corresponding periods of the prior year. Rental income
decreased due to the expiration in January and August 1998 of the leases with
Southwest Airlines, Co. in accordance with their terms and the sale in 1998 of
one Boeing 727 aircraft which was leased to Continental Micronesia Inc.

Interest income decreased for the nine month period ended September 30, 1999
compared to the corresponding period of the prior year due to lower cash
balances available for short term investments, but increased slightly for the
three month period ended September 30, 1999 compared to the same period in 1998.

Expenses decreased for the three and nine month periods ended September 30, 1999
as compared to the corresponding periods of the prior year as follows:

Operating expenses decreased for the three and nine month periods ended
September 30, 1999 as compared to the corresponding periods of the prior year
due to lower costs associated with the Partnership's off-lease aircraft in order
to comply with certain airworthiness directives issued by the Federal Aviation
Authority in 1998 as well as expenses related to the return and storage of the
aircraft.

Depreciation expense decreased resulting from the disposition of certain
equipment subsequent to the prior year's period, as well as to the fact that
certain equipment reached salvage value prior to the current year's period.

Fees to affiliates decreased due to the decrease in distributable cash from
operations resulting in lower partnership management fees as well as lower
equipment management fees due to reduced rentals on which such fee is based.

Through September 30, 1999, the Partnership recorded provisions for equipment
impairment aggregating approximately $5,822,000 to recognize the decrease in
value of one Boeing 727-227 aircraft which the Partnership owned on that date,
inclusive of $245,000 recorded during the three months ended September 30, 1999
to reflect the current fair selling price of the aircraft.


                                                                              11

<PAGE>

PART II - OTHER INFORMATION





ITEM 1 -       LEGAL PROCEEDINGS

               None


ITEM 6 -       EXHIBITS AND REPORTS ON FORM 8-K

(a)            Exhibits: None
(b)            Reports on form 8-K: None




                                                                              12

<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/  Allan Rothschild
                             ---------------------------------------------------
                             Allan Rothschild
                             Duly Authorized Officer

                             /s/  Lawrence Schachter
                             ---------------------------------------------------
                             Lawrence Schachter
                             Principal Financial and Accounting
                             Officer

Date: November 11, 1999

                                                                              13


<TABLE> <S> <C>


<ARTICLE> 5
<LEGEND>
The schedule contains summary information extracted from the Financial
Statements of the September 30, 1999 Form 10-Q of National Lease Income Fund 6
and is qualified in its entirety by reference to such financial statements.
</LEGEND>

<S>                                        <C>
<PERIOD-TYPE>                                    9-MOS
<FISCAL-YEAR-END>                          DEC-31-1999
<PERIOD-END>                               SEP-30-1999
<CASH>                                       4,803,079
<SECURITIES>                                         0
<RECEIVABLES>                                        0
<ALLOWANCES>                                         0
<INVENTORY>                                          0
<CURRENT-ASSETS>                             5,013,926
<PP&E>                                       7,960,276
<DEPRECIATION>                               5,823,840
<TOTAL-ASSETS>                               7,150,360
<CURRENT-LIABILITIES>                          272,488
<BONDS>                                              0
                                0
                                          0
<COMMON>                                             0
<OTHER-SE>                                   6,877,872
<TOTAL-LIABILITY-AND-EQUITY>                 7,150,360
<SALES>                                              0
<TOTAL-REVENUES>                               797,368
<CGS>                                                0
<TOTAL-COSTS>                                  342,468
<OTHER-EXPENSES>                             1,312,455
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                   0
<INCOME-PRETAX>                               (834,846)
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                           (834,846)
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                  (834,846)
<EPS-BASIC>                                          0
<EPS-DILUTED>                                        0



</TABLE>


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