<PAGE> 1
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 MARCH 31, 1996
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM _____ TO _____
Commission file number 0-14440
IEA INCOME FUND VI,
(A CALIFORNIA LIMITED PARTNERSHIP)
(Exact name of registrant as specified in its charter)
California 94-2942941
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
444 Market Street, 15th Floor, San Francisco, California 94111
(Address of principal executive offices) (Zip Code)
(415) 677-8990
(Registrant's telephone number, including area code)
Indicate by check mark 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> 2
IEA INCOME FUND VI,
(A CALIFORNIA LIMITED PARTNERSHIP)
REPORT ON FORM 10-Q FOR THE QUARTERLY
PERIOD ENDED MARCH 31, 1996
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
<S> <C>
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
Balance Sheets - March 31, 1996 (unaudited) and December 31, 1995 4
Statements of Operations for the three months ended March 31, 1996 and 1995 (unaudited) 5
Statements of Cash Flows for the three months ended March 31, 1996 and 1995 (unaudited) 6
Notes to Financial Statements (unaudited) 7
Item 2. Management's Discussion and Analysis of Financial Condition and Results of 10
Operations
PART II - OTHER INFORMATION
Item 6. Exhibit and Reports on Form 8-K 12
</TABLE>
2
<PAGE> 3
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
Presented herein are the Registrant's balance sheets as of March 31,
1996 and December 31, 1995, statements of operations for the three
months ended March 31, 1996 and 1995, and statements of cash flows for
the three months ended March 31, 1996 and 1995.
3
<PAGE> 4
IEA INCOME FUND VI,
(A CALIFORNIA LIMITED PARTNERSHIP)
BALANCE SHEETS
(UNAUDITED)
<TABLE>
<CAPTION>
March 31, December 31,
1996 1995
---- ----
<S> <C> <C>
Assets
------
Current assets:
Cash, includes $383,049 at March 31, 1996 and $248,436
at December 31, 1995 in interest-bearing accounts $ 406,264 $ 248,584
Short-term investments 1,100,000 1,480,000
Net lease receivables due from Leasing Company
(notes 1 and 2) 811,697 738,452
----------- -----------
Total current assets 2,317,961 2,467,036
----------- -----------
Container rental equipment, at cost 17,406,934 18,110,826
Less accumulated depreciation 10,170,589 10,368,490
----------- -----------
Net container rental equipment 7,236,345 7,742,336
----------- -----------
$ 9,554,306 $10,209,372
=========== ===========
Partners' Capital
-----------------
Partners' capital:
General partners $ 17,387 $ 23,938
Limited partners 9,536,919 10,185,434
----------- -----------
Total partners' capital 9,554,306 10,209,372
----------- -----------
$ 9,554,306 $10,209,372
=========== ===========
</TABLE>
The accompanying notes are an integral part of these statements.
4
<PAGE> 5
IEA INCOME FUND VI,
(A CALIFORNIA LIMITED PARTNERSHIP)
STATEMENTS OF OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>
Three Months Ended
------------------
March 31, March 31,
1996 1995
---- ----
<S> <C> <C>
Net lease revenue (notes 1 and 3) $598,363 $850,873
Other operating expenses:
Depreciation 235,397 264,032
Other general and administrative expenses 10,625 15,955
-------- --------
246,022 279,987
-------- --------
Earnings from operations 352,341 570,886
Other income:
Interest income 21,412 27,610
Net gain on disposal of equipment 161,245 156,654
-------- --------
182,657 184,264
-------- --------
Net earnings $534,998 $755,150
======== ========
Allocation of net earnings:
General partners $ 99,233 $107,583
Limited partners 435,765 647,567
-------- --------
$534,998 $755,150
======== ========
Limited partners' per unit share of net earnings $ 9.92 $ 14.74
======== ========
</TABLE>
The accompanying notes are an integral part of these statements.
5
<PAGE> 6
IEA INCOME FUND VI,
(A CALIFORNIA LIMITED PARTNERSHIP)
STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
Three Months Ended
------------------
March 31, March 31,
1996 1995
---- ----
<S> <C> <C>
Net cash provided by operating activities $ 634,392 $ 946,725
Cash flows provided by investing activities:
Proceeds from disposal of equipment 333,352 282,568
Cash flows used in financing activities:
Distribution to partners (1,190,064) (1,024,359)
----------- -----------
Net increase (decrease) in cash and cash equivalents (222,320) 204,934
Cash and cash equivalents at January 1 1,728 584 1,769,503
----------- -----------
Cash and cash equivalents at March 31 $ 1,506,264 $ 1,974,437
=========== ===========
</TABLE>
The accompanying notes are an integral part of these statements.
6
<PAGE> 7
IEA INCOME FUND VI,
(A CALIFORNIA LIMITED PARTNERSHIP)
NOTES TO UNAUDITED FINANCIAL STATEMENTS
(1) Summary of Significant Accounting Policies
(a) Nature of Operations
IEA Income Fund VI, A California Limited Partnership (the
"Partnership") is a limited partnership organized under the laws of
the State of California on August 1, 1984 for the purpose of owning
and leasing marine cargo containers. The managing general partner is
Cronos Capital Corp. ("CCC"); the associate general partners include
four individuals. CCC, with its affiliate Cronos Containers Limited
(the "Leasing Company"), manages and controls the business of the
Partnership.
(b) Leasing Company and Leasing Agent Agreement
Pursuant to the Limited Partnership Agreement of the Partnership, all
authority to administer the business of the Partnership is vested in
CCC. CCC has entered into a Leasing Agent Agreement whereby the
Leasing Company has the responsibility to manage the leasing
operations of all equipment owned by the Partnership. Pursuant to the
Agreement, the Leasing Company is responsible for leasing, managing
and re-leasing the Partnership's containers to ocean carriers and has
full discretion over which ocean carriers and suppliers of goods and
services it may deal with. The Leasing Agent Agreement permits the
Leasing Company to use the containers owned by the Partnership,
together with other containers owned or managed by the Leasing
Company and its affiliates, as part of a single fleet operated
without regard to ownership. Since the Leasing Agent Agreement meets
the definition of an operating lease in Statement of Financial
Accounting Standards (SFAS) No. 13, it is accounted for as a lease
under which the Partnership is lessor and the Leasing Company is
lessee.
The Leasing Agent Agreement generally provides that the Leasing
Company will make payments to the Partnership based upon rentals
collected from ocean carriers after deducting direct operating
expenses and management fees to CCC. The Leasing Company leases
containers to ocean carriers, generally under operating leases which
are either master leases or term leases (mostly two to five years).
Master leases do not specify the exact number of containers to be
leased or the term that each container will remain on hire but allow
the ocean carrier to pick up and drop off containers at various
locations; rentals are based upon the number of containers used and
the applicable per-diem rate. Accordingly, rentals under master
leases are all variable and contingent upon the number of containers
used. Most containers are leased to ocean carriers under master
leases; leasing agreements with fixed payment terms are not material
to the financial statements. Since there are no material minimum
lease rentals, no disclosure of minimum lease rentals is provided in
these financial statements.
(c) Basis of Accounting
The Partnership utilizes the accrual method of accounting. Revenue is
recognized when earned.
The Partnership has determined that for accounting purposes the
Leasing Agent Agreement is a lease, and the receivables, payables,
gross revenues and operating expenses attributable to the containers
managed by the Leasing Company are, for accounting purposes, those of
the Leasing Company and not of the Partnership. Consequently, the
Partnership's balance sheets and statements of operations display the
payments to be received by the Partnership from the Leasing Company
as the Partnership's receivables and revenues.
(Continued)
7
<PAGE> 8
IEA INCOME FUND VI,
(A CALIFORNIA LIMITED PARTNERSHIP)
NOTES TO UNAUDITED FINANCIAL STATEMENTS
(d) Financial Statement Presentation
These financial statements have been prepared without audit. Certain
information and footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting
procedures have been omitted. It is suggested that these financial
statements be read in conjunction with the financial statements and
accompanying notes in the Partnership's latest annual report on Form
10-K.
The preparation of financial statements in conformity with generally
accepted accounting principles (GAAP) requires the Partnership to
make estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the reported
amounts of revenues and expenses during the reported period.
The interim financial statements presented herewith reflect all
adjustments of a normal recurring nature which are, in the opinion of
management, necessary to a fair statement of the financial condition
and results of operations for the interim periods presented.
(2) Net Lease Receivables Due from Leasing Company
Net lease receivables due from the Leasing Company are determined by
deducting direct operating payables and accrued expenses, base management
fees payable, reimbursed administrative expenses and incentive fees payable
to CCC, the Leasing Company, and its affiliates from the rental billings
payable by the Leasing Company to the Partnership under operating leases to
ocean carriers for the containers owned by the Partnership. Net lease
receivables at March 31, 1996 and December 31, 1995 were as follows:
<TABLE>
<CAPTION>
March 31, December 31,
1996 1995
---- ----
<S> <C> <C>
Lease receivables, net of doubtful accounts
of $372,353 at March 31, 1996 and $355,354
at December 31, 1995 $1,521,732 $1,534,063
Less:
Direct operating payables and accrued expenses 325,472 351,094
Damage protection reserve 153,169 172,605
Base management fees 99,618 118,275
Reimbursed administrative expenses 19,632 21,408
Incentive fees 112,144 132,229
---------- ----------
$ 811,697 $ 738,452
========== ==========
</TABLE>
(Continued)
8
<PAGE> 9
IEA INCOME FUND VI,
(A CALIFORNIA LIMITED PARTNERSHIP)
NOTES TO UNAUDITED FINANCIAL STATEMENTS
(3) Net Lease Revenue
Net lease revenue is determined by deducting direct operating
expenses, management fees and reimbursed administrative expenses to
CCC and the Leasing Company, from the rental revenue billed by the
Leasing Company under operating leases to ocean carriers for the
containers owned by the Partnership. Net lease revenue for the
three-month periods ended March 31, 1996 and 1995, was as follows:
<TABLE>
<CAPTION>
Three Months Ended
------------------
March 31, March 31,
1996 1995
---- ----
<S> <C> <C>
Rental revenue $1,128,787 $1,402,581
Rental equipment operating expenses 276,957 264,979
Base management fees 77,114 97,000
Incentive fees 64,209 75,912
Reimbursed administrative expenses 112,144 113,817
---------- ----------
$ 598,363 $ 850,873
========== ==========
</TABLE>
9
<PAGE> 10
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
It is suggested that the following discussion be read in conjunction with the
Registrant's most recent annual report on Form 10-K.
1) Material changes in financial condition between March 31, 1996 and
December 31, 1995.
During the first quarter of 1996, the Registrant continued disposing of
containers as part of its ongoing container operations. Accordingly, 303
containers were disposed during the first quarter of 1996, contributing to
a decline in the Registrant's operating results. At March 31, 1996, 73% of
the original equipment remained in the registrant's fleet, as compared to
76% at December 31, 1995, and was comprised of the following:
<TABLE>
<CAPTION>
40-Foot
20-Foot 40-Foot High-Cube
------- ------- ---------
<S> <C> <C> <C>
Containers on lease:
Term leases 295 143 3
Master lease 3,147 1,899 58
----- ----- --
Subtotal 3,442 2,042 61
Containers off lease 1,155 531 11
----- ----- --
Total container fleet 4,597 2,573 72
===== ===== ==
</TABLE>
<TABLE>
<CAPTION>
40-Foot
20-Foot 40-Foot High-Cube
------- ------- ---------
Units % Units % Units %
----- - ----- - ----- -
<S> <C> <C> <C> <C> <C> <C>
Total purchases 6,102 100% 3,753 100% 75 100%
Less disposals 1,505 25% 1,180 31% 3 4%
----- --- ----- --- -- ---
Remaining fleet at March 31, 1996 4,597 75% 2,573 69% 72 96%
===== === ===== === == ===
</TABLE>
Net lease receivables at March 31, 1996 increased slightly when compared
to December 31, 1995, as cash collections of outstanding receivables
slowed. The diminishing fleet size and related operating results also
contributed to the increase in net lease receivables, as direct operating
payables, damage protection reserve, reimbursed administrative expenses
payable, base management and incentive fees payable declined.
During the first quarter of 1996, distributions from operations and sales
proceeds amounted to $1,190,064, reflecting distributions to the general
and limited partners for the fourth quarter of 1995. This represents a
decline from the $1,250,319 distributed during the fourth quarter of 1995,
reflecting distributions for the third quarter of 1995. The Registrant's
efforts to dispose of the remaining fleet should produce lower operating
results and, consequently, lower distributions to its partners in
subsequent periods.
The statements contained in the following discussion are based on current
expectations. These statements are forward looking and actual results may
differ materially. The container leasing market generally softened during
the fourth quarter of 1995 and has remained so during the first quarter of
1996. At March 31, 1996, container inventories remained at
larger-than-usual levels, resulting in a decline in the Registrant's
utilization rate from 88% at December 31, 1995 to 79% at March 31, 1996.
During the first quarter of 1996, the Leasing Company implemented various
marketing strategies, including but not limited to, offering incentives to
shipping companies and repositioning containers to high demand locations
in order to counter these markets conditions. The Leasing Company expects
the Registrant to recognize the benefits of these efforts during the next
few quarters of 1996. However, base per-diem rental rates have recently
become subject to downward pressures within the container leasing market.
A reduction in per-diem rental rates, combined with current utilization
levels, could impact the Registrant's results from operations during the
remainder of 1996.
10
<PAGE> 11
2) Material changes in the results of operations between the three-month
period ended March 31, 1996 and the three-month period ended March 31,
1995.
Net lease revenue for the first quarter of 1996 was $598,363, a decline of
approximately 30% from the first quarter of 1995. Approximately 30% of the
Registrant's net earnings for the three-month period ended March 31, 1996
were from gain on disposal of equipment, as compared to 21% for the same
three-month period in the prior year. As the Registrant's container
disposals increase in subsequent periods, net gain on disposal will
contribute significantly to the Registrant's net earnings.
Gross rental revenue (a component of net lease revenue) for the quarter
was $1,128,787, a decline of 20% from the same period last year. During
1996, gross rental revenue was primarily impacted by the Registrant's
diminishing fleet size and lower utilization levels. Average per-diem
rental rates remained relatively stable when compared to the same period
in the prior year. The Registrant's average fleet size and utilization
rates for the three-month periods ended March 31, 1996 and 1995 were as
follows:
<TABLE>
<CAPTION>
Three Months Ended
------------------
March 31, March 31,
1996 1995
------ ------
<S> <C> <C>
Average Fleet Size (measured in
twenty-foot equivalent units (TEU)) 10,070 11,514
Average Utilization 79% 87%
</TABLE>
The Registrant's aging and declining fleet size contributed to a 11%
decline in depreciation expense when compared to the same period in the
prior year. Rental equipment operating expenses were 25% of the
Registrant's gross lease revenue during the three-month period ended March
31, 1996, as compared to 19% during the three-month period ended March 31,
1995. This increase was largely attributable to an increase in costs
associated with lower utilization levels, including handling, storage and
repositioning.
11
<PAGE> 12
PART II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
<TABLE>
<CAPTION>
Exhibit
No. Description Method of Filing
--- ----------- ----------------
<S> <C> <C>
3(a) Limited Partnership Agreement of the Registrant, amended and *
restated as of October 11, 1984
3(b) Certificate of Limited Partnership of the Registrant **
27 Financial Data Schedule Filed with this document
</TABLE>
(b) Reports on Form 8-K
No reports on Form 8-K were filed by the Registrant during the quarter
ended March 31, 1996
- -------------------
* Incorporated by reference to Exhibit "A" to the Prospectus of the
Registrant dated October 12, 1984, included as part of Registration
Statement on Form S-11 (No. 2-92883)
** Incorporated by reference to Exhibit 3.4 to the Registration Statement on
Form S-11 (No. 2-92883)
12
<PAGE> 13
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this Report to be signed on its behalf by the
undersigned thereunto duly authorized.
IEA INCOME FUND VI,
A California Limited Partnership
By Cronos Capital Corp.
The Managing General Partner
By /s/ JOHN KALLAS
--------------------------------
John Kallas
Vice President, Chief Financial Officer
Principal Accounting Officer
Date: May 14, 1996
13
<PAGE> 14
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
No. Description Method of Filing
--- ----------- ----------------
<S> <C> <C>
3(a) Limited Partnership Agreement of the Registrant, amended and *
restated as of October 11, 1984
3(b) Certificate of Limited Partnership of the Registrant **
27 Financial Data Schedule Filed with this document
</TABLE>
- -----------------
* Incorporated by reference to Exhibit "A" to the Prospectus of the
Registrant dated October 12, 1984, included as part of Registration
Statement on Form S-11 (No. 2-92883)
** Incorporated by reference to Exhibit 3.4 to the Registration Statement on
Form S-11 (No. 2-92883)
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE BALANCE
SHEET AT MARCH 31, 1996 (UNAUDITED) AND THE STATEMENT OF OPERATIONS FOR THE
QUARTERLY PERIOD ENDED MARCH 31, 1996 (UNAUDITED) AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS INCLUDED AS PART OF ITS
QUARTERLY REPORT ON FORM 10-Q FOR THE PERIOD MARCH 31, 1996
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> MAR-31-1996
<CASH> 1506264
<SECURITIES> 0
<RECEIVABLES> 811697
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 2317961
<PP&E> 17406934
<DEPRECIATION> 10170589
<TOTAL-ASSETS> 9554306
<CURRENT-LIABILITIES> 0
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 9554306
<TOTAL-LIABILITY-AND-EQUITY> 9554306
<SALES> 0
<TOTAL-REVENUES> 598363
<CGS> 0
<TOTAL-COSTS> 246022
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 534998
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
