IEA INCOME FUND VI
10-Q, 1997-11-10
EQUIPMENT RENTAL & LEASING, NEC
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<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 SEPTEMBER 30, 1997

                                       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 SEPTEMBER 30, 1997

                                TABLE OF CONTENTS


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

  Item 1.       Financial Statements

                Balance Sheets - September 30, 1997 (unaudited) and December 31,
                1996                                                                   4

                Statements of Operations for the three and nine months ended
                September 30, 1997 and 1996 (unaudited)                                5

                Statements of Cash Flows for the nine months ended September 30,
                1997 and 1996 (unaudited)                                              6

                Notes to Financial Statements (unaudited)                              7

  Item 2.       Management's Discussion and Analysis of Financial Condition and
                Results of Operations                                                 10


PART II - OTHER INFORMATION

  Item 6.       Exhibits and Reports on Form 8-K                                      13

</TABLE>



                                       2
<PAGE>   3


                         PART I - FINANCIAL INFORMATION


Item 1.  Financial Statements

         Presented herein are the Registrant's balance sheets as of September
         30, 1997 and December 31, 1996, statements of operations for the three
         and nine months ended September 30, 1997 and 1996, and statements of
         cash flows for the nine months ended September 30, 1997 and 1996.



                                       3
<PAGE>   4


                               IEA INCOME FUND VI,
                       (A CALIFORNIA LIMITED PARTNERSHIP)

                                 BALANCE SHEETS

                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                                  September 30,     December 31,
                                                                                      1997             1996
                                                                                  -----------       -----------
<S>                                                                                 <C>               <C>      
               Assets
Current assets:
   Cash and cash equivalents, includes $1,176,187 at September 30, 1997 and
      $1,443,332 at December 31, 1996 in interest-bearing accounts                $ 1,254,994       $ 1,443,622
   Net lease receivables due from Leasing Company
      (notes 1 and 2)                                                                 472,943           484,449
                                                                                  -----------       -----------

         Total current assets                                                       1,727,937         1,928,071
                                                                                  -----------       -----------

Container rental equipment, at cost                                                10,411,132        14,523,765
   Less accumulated depreciation                                                    6,814,848         9,033,806
                                                                                  -----------       -----------
      Net container rental equipment                                                3,596,284         5,489,959
                                                                                  -----------       -----------

                                                                                  $ 5,324,221       $ 7,418,030
                                                                                  ===========       ===========

          Partners' Capital

Partners' capital:
   General partners                                                               $     9,046       $    15,724
   Limited partners                                                                 5,315,175         7,402,306
                                                                                  -----------       -----------

         Total partners' capital                                                    5,324,221         7,418,030
                                                                                  -----------       -----------

                                                                                  $ 5,324,221       $ 7,418,030
                                                                                  ===========       ===========
</TABLE>

   The accompanying notes are an integral part of these financial statements.



                                       4
<PAGE>   5


                               IEA INCOME FUND VI,
                       (A CALIFORNIA LIMITED PARTNERSHIP)

                            STATEMENTS OF OPERATIONS

                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                            Three Months Ended                Nine Months Ended
                                                      -----------------------------     -----------------------------
                                                      September 30,    September 30,    September 30,    September 30,
                                                           1997            1996              1997            1996
                                                       ----------       ----------       ----------       ----------
<S>                                                    <C>              <C>              <C>              <C>       
Net lease revenue (notes 1 and 3)                      $  353,021       $  456,480       $1,015,665       $1,496,572
Other operating expenses:
  Depreciation                                            129,589          210,537          473,611          669,413
  Other general and administrative expenses                13,948           13,072           44,094           35,431
                                                       ----------       ----------       ----------       ----------

                                                          143,537          223,609          517,705          704,844
                                                       ----------       ----------       ----------       ----------
    Earnings from operations                              209,484          232,871          497,960          791,728
Other income:
  Interest income                                          17,213           23,514           51,250           67,254
  Net gain on disposal of equipment                       115,164          141,768          369,800          395,502
                                                       ----------       ----------       ----------       ----------
                                                          132,377          165,282          421,050          462,756
                                                       ----------       ----------       ----------       ----------
    Net earnings                                       $  341,861       $  398,153       $  919,010       $1,254,484
                                                       ==========       ==========       ==========       ==========
Allocation of net earnings:
  General partners                                     $  102,395       $  101,033       $  261,128       $  283,102
  Limited partners                                        239,466          297,120          657,882          971,382
                                                       ----------       ----------       ----------       ----------
                                                       $  341,861       $  398,153       $  919,010       $1,254,484
                                                       ==========       ==========       ==========       ==========
Limited partners' per unit share of net earnings       $     5.45       $     6.77       $    14.98       $    22.12
                                                       ==========       ==========       ==========       ==========
</TABLE>


   The accompanying notes are an integral part of these financial statements.


                                       5
<PAGE>   6

                               IEA INCOME FUND VI,
                       (A CALIFORNIA LIMITED PARTNERSHIP)

                            STATEMENTS OF CASH FLOWS

                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                          Nine Months Ended
                                                   -------------------------------
                                                   September 30,     September 30,
                                                       1997               1996
                                                   -----------        -----------
<S>                                                <C>                <C>        
Net cash provided by operating activities          $ 1,138,410        $ 1,718,999

Cash flows provided by investing activities:
  Proceeds from disposal of equipment                1,685,781          1,430,260

Cash flows used in financing activities:
  Distribution to partners                          (3,012,819)        (3,314,101)
                                                   -----------        -----------

Net decrease in cash and cash equivalents             (188,628)          (164,842)

Cash and cash equivalents at January 1               1,443,622          1,728,584
                                                   -----------        -----------

Cash and cash equivalents at September 30          $ 1,254,994        $ 1,563,742
                                                   ===========        ===========
</TABLE>


   The accompanying notes are an integral part of these financial 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 are four
         individuals. CCC, with its affiliate Cronos Containers Limited (the
         "Leasing Company"), manages the business of the Partnership. The
         Partnership shall continue until December 31, 2006, unless sooner
         terminated upon the occurrence of certain events.

         The Partnership commenced operations on December 4, 1984, when the
         minimum subscription proceeds of $1,000,000 were obtained. The
         Partnership offered 60,000 units of limited partnership interest at
         $500 per unit, or $30,000,000. The offering terminated on October 11,
         1985, at which time 43,920 limited partnership units had been
         purchased.

         As of September 30, 1997, the Partnership owned and operated 2,592
         twenty-foot, 1,527 forty-foot and 64 forty-foot high-cube marine dry
         cargo containers.


     (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.

                                                                     (Continued)



                                       7
<PAGE>   8

                               IEA INCOME FUND VI,
                       (A CALIFORNIA LIMITED PARTNERSHIP)

                     NOTES TO UNAUDITED FINANCIAL STATEMENTS


     (c) Basis of Accounting

         The Partnership utilizes the accrual method of accounting. Net lease
         revenue is recorded by the Partnership in each period based upon its
         leasing agent agreement with the Leasing Company. Net lease revenue is
         generally dependent upon operating lease rentals from operating lease
         agreements between the Leasing Company and its various lessees, less
         direct operating expenses and management fees due in respect of the
         containers specified in each operating lease agreement.


     (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. Actual results could
         differ from those estimates.

         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 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 September 30,
     1997 and December 31, 1996 were as follows:


<TABLE>
<CAPTION>
                                                        September 30, December 31,
                                                           1997              1996
                                                        ----------       ----------
<S>                                                        <C>              <C>    
Lease receivables, net of doubtful accounts
   of $330,255 at September 30, 1997 and $351,237
   at December 31, 1996                                 $  896,148       $1,039,362
Less:
Direct operating payables and accrued expenses             150,054          230,512
Damage protection reserve                                  115,208          131,971
Base management fees                                        57,224           70,694
Reimbursed administrative expenses                          10,334           14,614
Incentive fees                                              90,385          107,122
                                                        ----------       ----------

                                                        $  472,943       $  484,449
                                                        ==========       ==========
</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,
     base management and incentive fees and reimbursed administrative expenses
     to CCC 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 and nine-month periods ended
     September 30, 1997 and 1996, was as follows:


<TABLE>
<CAPTION>
                                               Three Months Ended                Nine Months Ended
                                          -----------------------------    ------------------------------
                                          September 30,    September 30,   September 30,    September 30,
                                              1997            1996             1997             1996
                                          ----------       ----------       ----------       ----------
<S>                                       <C>              <C>              <C>              <C>       
Rental revenue                            $  591,009       $  919,334       $1,930,872       $3,021,859
Less:
Rental equipment operating expenses           77,483          226,207          360,982          792,541
Base management fees                          40,958           63,855          136,408          203,910
Incentive fees                                90,385          118,839          318,021          354,843
Reimbursed administrative expenses            29,162           53,953           99,796          173,993
                                          ----------       ----------       ----------       ----------
                                          $  353,021       $  456,480       $1,015,665       $1,496,572
                                          ==========       ==========       ==========       ==========
</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 September 30, 1997 and
     December 31, 1996.

     During the third quarter of 1997, the Registrant continued disposing of
     containers as part of its ongoing container operations. Accordingly, 1,141
     containers were disposed during the first nine months of 1997, contributing
     to a decline in the Registrant's operating results. At September 30, 1997,
     42% of the original equipment remained in the Registrant's fleet, as
     compared to 60% at December 31, 1996, 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                         232             102                6
         Master lease                      1,999           1,230               52
                                           -----           -----               --
             Subtotal                      2,231           1,332               58
      Containers off lease                   361             195                6
                                          ------          ------              ---
         Total container fleet             2,592           1,527               64
                                           =====           =====               ==
</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                           3,510          58%       2,226          59%          11          15%
                                                    -----       -----        -----       -----        -----       -----

        Remaining fleet at September 30, 1997       2,592          42%       1,527          41%          64          85%
                                                    =====       =====        =====       =====        =====       =====
</TABLE>


     During the third quarter of 1997, distributions from operations and sales
     proceeds amounted to $1,114,743, reflecting distributions to the general
     and limited partners for the second quarter of 1997. This represents an
     increase from the $933,974 distributed during the second quarter of 1997,
     reflecting distributions for the first quarter of 1997. The increase in
     distributions is attributable to an increase in sales proceeds distributed
     to its partners. The Registrant's continuing disposal of containers should
     produce lower operating results and, consequently, lower distributions to
     its partners in subsequent periods. Sales proceeds distributed to its
     partners may fluctuate in subsequent periods, reflecting the level of
     container disposals.

     During 1996, ocean carriers and other transport companies moved away from
     leasing containers outright, as declining container prices, favorable
     interest rates and the abundance of available capital resulted in ocean
     carriers and transport companies purchasing a larger share of equipment for
     their own account, reducing their need for leased containers. Once the
     demand for leased containers began to fall, per-diem rental rates were also
     adversely affected. Since the beginning of 1997, the container leasing
     industry has experienced a modest recovery as indicated by an upward trend
     in container utilization. This trend can also be seen within the
     Registrant's utilization rate, which increased from 76% at December 31,
     1996 to 87% at September 30, 1997. Increasing cargo volumes and continuing
     equipment imbalances within the container fleets of shipping lines and
     transport companies have re-established a need for these companies to
     replenish their leased fleets during 1997.


                                                                     (Continued)


                                       10
<PAGE>   11


     Although there has been an improvement in container utilization rates,
     per-diem rental rates continue to remain under pressure as a result of the
     following factors: start-up leasing companies offering new containers and
     low rental rates in an effort to break into the leasing market; established
     leasing companies reducing rates to very low levels; and a continuing
     oversupply of containers. The recent volatility of the Hong Kong and other
     Asian financial markets and its impact on trade, shipping, and container
     leasing, especially intra-Asia and Asia-Europe routes, has yet to be
     determined. While these conditions could impact the Registrant's financial
     condition and operating performance through the remainder of 1997 and first
     half of 1998, the Registrant is well positioned to take advantage of
     further improvements in the container leasing market.


2)   Material changes in the results of operations between the three and
     nine-month periods ended September 30, 1997 and the three and nine-month
     periods ended September 30, 1996.

     Net lease revenue for the three and nine-month periods ended September 30,
     1997 was $353,021 and $1,015,665 respectively, a decline of 23% and 32%,
     respectively, from the same three and nine-month periods in the prior year.
     Approximately 34% and 40% of the Registrant's net earnings for the three
     and nine-month periods ended September 30, 1997, respectively, were from
     gain on disposal of equipment, as compared to 36% and 32%, respectively,
     for the same three and nine-month periods in the prior year. As the
     Registrant's disposals increase in subsequent periods, net gain on disposal
     should contribute significantly to the Registrant's net earnings and may
     fluctuate dependent on the level of container disposals.

     Gross rental revenue (a component of net lease revenue) for the three and
     nine-month periods ended September 30, 1997 was $591,009 and $1,930,872,
     respectively, reflecting a decline of 36% from each of the three and
     nine-month periods in 1996. During 1997, gross rental revenue was primarily
     impacted by the Registrant's diminishing fleet size and a decline in
     per-diem rental rates. Average per-diem rental rates decreased
     approximately 11% and 12%, respectively, when compared to the same three
     and nine-month periods in the prior year. Utilization rates increased when
     compared to the same three and nine-month periods in the prior year, as the
     demand for leased containers improved and the Registrant continued
     disposing of containers, reducing the number of off-hire containers within
     its fleet. The Registrant's average fleet size and utilization rates for
     the three and nine-month periods ended September 30, 1997 and September 30,
     1996 were as follows:

<TABLE>
<CAPTION>
                                                   Three Months Ended           Nine Months Ended
                                                --------------------------- ---------------------------
                                                September 30, September 30, September 30, September 30,
                                                   1997          1996         1997         1996
                                                   ----          ----         ----         ----
<S>                                                 <C>          <C>          <C>          <C>  
        Average Fleet Size (measured in
          twenty-foot equivalent units (TEU))       5,951        8,846        6,842        9,446
        Average Utilization                            86%          78%          83%          79%
</TABLE>


     The Registrant's aging and declining fleet size contributed to a respective
     38% and 29% decline in depreciation expense when compared to the same three
     and nine-month periods in the prior year. Rental equipment operating
     expenses were 13% and 19% of the Registrant's gross lease revenue during
     the respective three and nine-month periods ended September 30, 1997, as
     compared to 25% and 26% during the respective three and nine-month periods
     ended September 30, 1996. Contributing to these declines were reduction in
     costs associated with higher utilization levels, including storage and
     handling, as well as a decline in repair and maintenance. The Registrant's
     declining fleet size and related operating results also contributed to a
     decline in base management fees, reimbursed administrative expenses and
     incentive fees.



                                       11
<PAGE>   12

     As reported in the Registrant's Current Report on Form 8-K and Amendment
     No. 1 to Current Report on Form 8-K, filed with the Commission on February
     7, 1997 and February 26, 1997, respectively, Arthur Andersen, London,
     England, resigned as auditors of The Cronos Group, a Luxembourg Corporation
     headquartered in Orchard Lea, England (the "Parent Company"), on February
     3, 1997.

     The Parent Company is the indirect corporate parent of Cronos Capital
     Corp., the managing general partner of the Registrant. In its letter of
     resignation to the Parent Company, Arthur Andersen states that it resigned
     as auditors of the Parent Company and all other entities affiliated with
     the Parent Company. While its letter of resignation was not addressed to
     the managing general partner or the Registrant, Arthur Andersen confirmed
     to the managing general partner that its resignation as auditors of the
     entities referred to in its letter of resignation included its resignation
     as auditors of Cronos Capital Corp. and the Registrant. Following Arthur
     Andersen's resignation, the Parent Company subsequently received
     notification from the Securities and Exchange Commission that it was
     conducting a private investigation of the Parent Company regarding the
     events and circumstances leading to Arthur Andersen's resignation. The
     results of this investigation are still pending. Accordingly, the
     Registrant does not, at this time, have sufficient information to determine
     the impact, if any, that the Securities and Exchange Commission
     investigation of the Parent Company and the concerns expressed by Arthur
     Andersen in its letter of resignation may have on the future operating
     results and financial condition of the Registrant or the Leasing Company's
     ability to manage the Registrant's fleet in subsequent periods. However,
     the managing general partner of the Registrant does not believe, based upon
     the information currently available to it, that Arthur Andersen's
     resignation was triggered by any concern over the accounting policies and
     procedures followed by the Registrant.

     Arthur Andersen's report on the financial statements of Cronos Capital
     Corp. and the Registrant, for either of the previous two years, has not
     contained an adverse opinion or a disclaimer of opinion, nor was any such
     report qualified or modified as to uncertainty, audit scope, or accounting
     principles. During the Registrant's previous two fiscal years and the
     subsequent interim period preceding Arthur Andersen's resignation, there
     have been no disagreements between Cronos Capital Corp. or the Registrant
     and Arthur Andersen on any matter of accounting principles or practices,
     financial statement disclosure, or auditing scope or procedure.

     The Registrant retained a new auditor, Moore Stephens, P.C. ("Moore
     Stephens") on April 10, 1997, as reported in the Registrant's Current
     Report on Form 8-K, filed April 14, 1997.

     The President of the Leasing Company, a subsidiary of the Parent Company,
     along with two marketing Vice Presidents, resigned in June 1997. These
     vacancies were filled by qualified, long-time employees who average over 15
     years of experience in the container leasing industry, therefore providing
     continuity in the management of the Leasing Company. The Registrant and
     managing general partner do not believe these changes will have a material
     impact on the future operating results and financial condition of the
     Registrant.


     Cautionary Statement

     This Quarterly Report on Form 10-Q contains statements relating to future
     results of the Registrant, including certain projections and business
     trends, that are "forward-looking statements" as defined in the Private
     Securities Litigation Reform Act of 1995. Actual results may differ
     materially from those projected as a result of certain risks and
     uncertainties, including but not limited to changes in: economic
     conditions; trade policies; demand for and market acceptance of leased
     marine cargo containers; competitive utilization and per-diem rental rate
     pressures; as well as other risks and uncertainties, including but not
     limited to those described in the above discussion of the marine container
     leasing business under Item 2., Management's Discussion and Analysis of
     Financial Condition and Results of Operations; and those detailed from time
     to time in the filings of Registrant with the Securities and Exchange
     Commission.



                                       12
<PAGE>   13

                           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 September 30, 1997.



- -------------

*       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)



                                       13
<PAGE>   14

                                   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, Treasurer
                                      Principal Finance & Accounting Officer



Date: November 10, 1997



                                       14
<PAGE>   15



                                  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 SEPTEMBER 30, 1997 (UNAUDITED) AND THE STATEMENT OF OPERATIONS FOR THE
QUARTERLY PERIOD ENDED SEPTEMBER 30, 1997 (UNAUDITED) AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FIANNCIAL STATEMENTS INCLUDED AS PART OF ITS
QUARTERL;Y REPORT ON FORM 10-Q FOR THE PERIOD SEPTEMBER 30, 1997.
</LEGEND>
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          DEC-31-1997
<PERIOD-START>                             JAN-01-1997
<PERIOD-END>                               SEP-30-1997
<CASH>                                       1,254,994
<SECURITIES>                                         0
<RECEIVABLES>                                  472,943
<ALLOWANCES>                                         0
<INVENTORY>                                          0
<CURRENT-ASSETS>                             1,727,937
<PP&E>                                      10,411,132
<DEPRECIATION>                               6,814,848
<TOTAL-ASSETS>                               5,324,221
<CURRENT-LIABILITIES>                                0
<BONDS>                                              0
                                0
                                          0
<COMMON>                                             0
<OTHER-SE>                                   5,324,221
<TOTAL-LIABILITY-AND-EQUITY>                 5,324,221
<SALES>                                              0
<TOTAL-REVENUES>                             1,015,665
<CGS>                                                0
<TOTAL-COSTS>                                  517,705
<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>                                   919,010
<EPS-PRIMARY>                                        0
<EPS-DILUTED>                                        0
        

</TABLE>


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