IEA INCOME FUND VI
10-Q, 1999-08-13
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 JUNE 30, 1999

                                       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 JUNE 30, 1999

                                TABLE OF CONTENTS



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

  Item 1.  Financial Statements

           Balance Sheets - June 30, 1999 (unaudited) and December 31, 1998                                        4

           Statements of Operations for the three and six months ended June 30, 1999 and 1998 (unaudited)          5

           Statements of Cash Flows for the six months ended June 30, 1999 and 1998 (unaudited)                    6

           Notes to Financial Statements (unaudited)                                                               7

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

  Item 3.  Quantitative and Qualitative Disclosures About Market Risk                                             12


PART II- OTHER INFORMATION

  Item 1.  Legal Proceedings                                                                                      13

  Item 3.  Defaults Upon Senior Securities                                                                        13

  Item 5.  Other Information                                                                                      13

  Item 6.  Exhibits and Reports on Form 8-K                                                                       14
</TABLE>



                                       2
<PAGE>   3

                         PART I - FINANCIAL INFORMATION


Item 1.    Financial Statements

           Presented herein are the Registrant's balance sheets as of June 30,
           1999 and December 31, 1998, statements of operations for the three
           and six months ended June 30, 1999 and 1998, and statements of cash
           flows for the six months ended June 30, 1999 and 1998.









                                       3
<PAGE>   4

                               IEA INCOME FUND VI,
                       (A CALIFORNIA LIMITED PARTNERSHIP)

                                 BALANCE SHEETS

                                   (UNAUDITED)



<TABLE>
<CAPTION>
                                                                              June 30,      December 31,
                                                                               1999             1998
                                                                            ----------      ------------
<S>                                                                         <C>              <C>
                                     Assets

Current assets:
    Cash and cash equivalents, includes $687,421 at June 30, 1999 and
    $786,333 at December 31, 1998 in interest-bearing accounts              $  688,962       $  786,433

    Net lease receivables due from Leasing Company
       (notes 1 and 2)                                                          92,282          137,087


           Total current assets                                                781,244          923,520

Container rental equipment, at cost                                          5,939,027        6,971,959
    Less accumulated depreciation                                            4,109,193        4,742,260
                                                                            ----------       ----------
       Net container rental equipment                                        1,829,834        2,229,699
                                                                            ----------       ----------

                                                                            $2,611,078       $3,153,219
                                                                            ==========       ==========
                                Partners' Capital

Partners' capital:
    General partners                                                        $    5,888       $   11,309

    Limited partners                                                         2,605,190        3,141,910
                                                                            ----------       ----------

           Total partners' capital                                           2,611,078        3,153,219
                                                                            ----------       ----------

                                                                            $2,611,078       $3,153,219
                                                                            ==========       ==========
</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              Six Months Ended
                                                       -----------------------       -----------------------
                                                       June 30,       June 30,       June 30,       June 30,
                                                         1999           1998           1999          1998
                                                       --------       --------       --------       --------
<S>                                                    <C>            <C>            <C>            <C>
Net lease revenue (notes 1 and 3)                      $142,393       $258,113       $313,393       $527,699

Other operating expenses:
    Depreciation                                         35,970         41,818         69,112        108,197
    Other general and administrative expenses             9,884         12,435         27,411         29,724
                                                       --------       --------       --------       --------
                                                         45,854         54,253         96,523        137,921
                                                       --------       --------       --------       --------
       Earnings from operations                          96,539        203,860        216,870        389,778

Other income:
    Interest income                                       7,775         14,754         15,948         30,809
    Net gain on disposal of equipment                    60,199        100,627        113,822        195,955
                                                       --------       --------       --------       --------
                                                         67,974        115,381        129,770        226,764

       Net earnings                                    $164,513       $319,241       $346,640       $616,542
                                                       ========       ========       ========       ========

Allocation of net earnings:
    General partners                                   $ 34,920       $ 62,588       $ 73,581       $132,111
    Limited partners                                    129,593        256,653        273,059        484,431
                                                       --------       --------       --------       --------

                                                       $164,513       $319,241       $346,640       $616,542
                                                       ========       ========       ========       ========
Limited partners' per unit share of net earnings       $   2.95       $   5.84       $   6.22       $  11.03
                                                       ========       ========       ========       ========
</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>
                                                         Six Months Ended
                                                   ------------------------------
                                                     June 30,           June 30,
                                                      1999                1998
                                                   -----------        -----------
<S>                                                <C>                <C>
Net cash provided by operating activities          $   333,647        $   477,078

Cash flows provided by investing activities:
    Proceeds from disposal of equipment                457,663            839,447

Cash flows used in financing activities:
    Distribution to partners                          (888,781)        (1,551,602)
                                                   -----------        -----------


Net decrease in cash and cash equivalents              (97,471)          (235,077)


Cash and cash equivalents at January 1                 786,433          1,274,362
                                                   -----------        -----------


Cash and cash equivalents at June 30               $   688,962        $ 1,039,285
                                                   ===========        ===========
</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 June 30, 1999, the Partnership owned and operated 1,533
          twenty-foot, 739 forty-foot and 49 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 June 30, 1999
     and December 31, 1998 were as follows:


<TABLE>
<CAPTION>
                                                                        June 30,       December 31,
                                                                          1999             1998
                                                                        --------       ------------
<S>                                                                     <C>              <C>
         Lease receivables, net of doubtful accounts of $48,547
         at June 30, 1999 and $59,225 at December 31, 1998              $358,844         $459,232
         Less:
         Direct operating payables and accrued expenses                  134,320          168,144
         Damage protection reserve                                        25,795           31,651
         Base management fees                                             58,286           64,597
         Reimbursed administrative expenses                                4,642            5,866
         Incentive fees                                                   43,519           51,887
                                                                        --------         --------
                                                                        $ 92,282         $137,087
                                                                        ========         ========
</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 six-month periods ended
     June 30, 1999 and 1998 was as follows:


<TABLE>
<CAPTION>
                                                         Three Months Ended                Six Months Ended
                                                     -------------------------         -------------------------
                                                     June 30,         June 30,         June 30,          June 30,
                                                       1999             1998             1999             1998
                                                     --------         --------         --------         --------
<S>                                                  <C>              <C>              <C>              <C>
         Rental revenue (note 4)                     $248,950         $438,092         $553,905         $927,118
         Less:
         Rental equipment operating expenses           30,738           54,461           80,855          129,022
         Base management fees                          18,957           30,304           40,756           64,438
         Reimbursed administrative expenses            13,343           19,894           28,516           51,971
         Incentive fees                                43,519           75,320           90,385          153,988
                                                     --------         --------         --------         --------
                                                     $142,393         $258,113         $313,393         $527,699
                                                     ========         ========         ========         ========
</TABLE>

(4)  Operating Segment

     The Financial Accounting Standards Board has issued SFAS No. 131,
     "Disclosures about Segments of an Enterprise and Related Information,"
     which changes the way public business enterprises report financial and
     descriptive information about reportable operating segments. An operating
     segment is a component of an enterprise that engages in business activities
     from which it may earn revenues and incur expenses, whose operating results
     are regularly reviewed by the enterprise's chief operating decision maker
     to make decisions about resources to be allocated to the segment and assess
     its performance, and about which separate financial information is
     available. Management operates the Partnership's container fleet as a
     homogenous unit and has determined, after considering the requirements of
     SFAS No. 131, that as such it has a single reportable operating segment.

     The Partnership derives its revenues from owning and leasing marine cargo
     containers. As of June 30, 1999, the Partnership operated 1,533
     twenty-foot, 739 forty-foot and 49 forty-foot high-cube marine dry cargo
     containers.

     Due to the Partnership's lack of information regarding the physical
     location of its fleet of containers when on lease in the global shipping
     trade, it is impracticable to provide the geographic area information
     required by SFAS No. 131. Any attempt to separate "foreign" operations from
     "domestic" operations would be dependent on definitions and assumptions
     that are so subjective as to render the information meaningless and
     potentially misleading.



                                       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 June 30, 1999 and December
     31, 1998.

     During the second quarter of 1999, the Registrant continued disposing of
     containers as part of its ongoing container operations. Accordingly, 211
     containers were disposed during the second quarter of 1999, contributing to
     a decline in the Registrant's operating results. At June 30, 1999, 23% of
     the original equipment remained in the Registrant's fleet, as compared to
     28% at December 31, 1998, 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                     413           250             7
               Master leases                   857           385            32
                                             -----         -----         -----
                   Subtotal                  1,270           635            39

         Containers off lease                  263           104            10
                                             -----         -----         -----

               Total container fleet         1,533           739            49
                                             =====         =====         =====
</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                    4,569          75%       3,014          80%          26          35%
                                                -----         ---        -----         ---           --         ---

         Remaining fleet at June 30, 1999       1,533          25%         739          20%          49          65%
                                                =====         ===        =====         ===           ==         ===
</TABLE>

     During the second quarter of 1999, distributions from operations and sales
     proceeds amounted to $421,794, reflecting distributions to the general and
     limited partners for the first quarter of 1999. This represents a decrease
     from the $466,987 distributed during the first quarter of 1999, reflecting
     distributions for the fourth quarter of 1998. The decrease in distributions
     is attributable to a decline in sales proceeds distributed to the limited
     partners. The Registrant's continuing disposal of containers should produce
     lower operating results and, consequently, lower distributions to the
     limited partners in subsequent periods. Sales proceeds distributed to the
     limited partners may fluctuate in subsequent periods, reflecting the level
     of container disposals.

     The sentiment with respect to the container industry's slump over the past
     two years has turned more favorable in recent months as evidence suggests a
     turnaround is underway with respect to Asia's economic crisis. In recent
     months, economic reforms in Asia, as well as in Latin America, have begun
     to produce gradual improvement in terms of world trade, and there are
     preliminary indications that containerized trade volumes from North America
     and Europe to Asia, in particular, may be stabilizing. In addition,
     intra-Asian trade, which also has stagnated since the Asia financial crisis
     began nearly two years ago, has shown increased activity in recent months.
     These favorable signs, however, have yet to produce any significant
     positive impact on the Registrant's operating performance. In spite of the
     reduced redelivery of on-hire equipment by the ocean carriers, per-diem
     rental rates, which declined



                                       10
<PAGE>   11

     sharply over the past two years, have continued to soften as a result of
     competitive market conditions, decreased demand and high inventories.

     The Registrant continues to take advantage of its strong marketing
     resources in order to seek out leasing opportunities during this period in
     which seasonal factors are also influencing the increased demand. At the
     same time, it has identified specific strategies intended to strengthen
     on-hire volumes and enhance utilization of the container fleet. The
     short-term objective is to improve utilization by offering greater leasing
     incentives and actively moving surplus, off-hire equipment to higher-demand
     locations. While this short-term strategy will increase repositioning
     expenses, it may also minimize those expenses related to handling and
     storing off-hire containers. These measures will also provide the
     longer-term advantage of placing the containers where the demand is
     greatest.

2)   Material changes in the results of operations between the three and
     six-month periods ended June 30, 1999 and the three and six-month periods
     ended June 30, 1998.

     Net lease revenue for the three and six-month periods ended June 30, 1999
     was $142,393 and $313,393, respectively, a decline of 45% and 41% when
     compared in the same respective three and six-month periods in the prior
     year. Approximately 37% and 33% of the Registrant's net earnings for the
     respective three and six-month periods ended June 30, 1999, were from gain
     on disposal of equipment, as compared to 32% for each of the same three and
     six-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 depending on the level
     of container disposals.

     Gross rental revenue (a component of net lease revenue) for the three and
     six-month periods ended June 30, 1999 was $248,950 and $553,905,
     respectively, reflecting a decline of 43% and 40% from the same respective
     three and six-month periods in 1998. 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 declined approximately
     10% and 9%, respectively, when compared to the same three and six-month
     periods in the prior year. Utilization rates decreased when compared to the
     same three and six-month periods in the prior year. The Registrant's
     average fleet size and utilization rates for the three and six-month
     periods ended June 30, 1999 and June 30, 1998 were as follows:


<TABLE>
<CAPTION>
                                                             Three Months Ended              Six Months Ended
                                                            -----------------------       -----------------------
                                                            June 30,       June 30,       June 30,       June 30,
                                                              1999           1998           1999          1998
                                                            --------       --------       --------       --------
<S>                                                         <C>            <C>            <C>            <C>
         Average fleet size (measured in twenty-foot
             equivalent units (TEU))                         3,242          4,517          3,406          4,788
         Average Utilization                                    84%            89%            84%            89%
</TABLE>

     The Registrant's aging and diminishing fleet contributed to a 14% and 36%
     decline in depreciation expense when compared to the respective three and
     six-month periods in the prior year. Rental equipment operating expenses
     were 12% and 15%, respectively, of the Registrant's gross lease revenue
     during the three and six-month periods ended June 30, 1999, as compared to
     12% and 14%, respectively, of the Registrant's gross lease revenue during
     the three and six-month periods ended June 30, 1998. 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

     Year 2000

     The Registrant relies upon the financial and operational systems provided
     by the Leasing Company and its affiliates, as well as the systems provided
     by other independent third parties to service the three primary areas of
     its business: investor processing/maintenance; container leasing/asset
     tracking; and accounting finance. The Leasing Company's computer systems
     have undergone modifications in order to render the systems ready for the
     Year 2000. The Leasing Company has completed a detailed inventory of all
     software and hardware systems and has identified all components that need
     to be modified. The Leasing Company has completed all the necessary changes
     and testing in a dedicated Year 2000 environment. The Leasing Company
     anticipates that all compliant code will be live by the end of August 1999.
     The Leasing Company has contacted all of its critical business suppliers
     and has been advised that their systems are Year 2000 compliant. The
     Leasing Company has also confirmed the compliance of its suppliers'
     products through its own extensive testing. Expenses associated with
     addressing Year 2000 issues are being recognized as incurred. Management
     has not yet assessed the Year 2000 compliance expense but does not
     anticipate the costs incurred to date or to be incurred in the future by
     the Leasing Company and its affiliates to be in excess of $500,000. None of
     the costs incurred with respect to Year 2000 compliance will be borne by
     the Registrant. The Leasing Company believes it will be able to resolve any
     major Year 2000 issues. The Leasing Company is aware of the implications of
     a Year 2000 computer system failure and is currently in the process of
     developing its contingency plans. While management believes the possibility
     of a Year 2000 system failure to be remote, if the Leasing Company's
     internal systems or those of its critical business suppliers fail, the
     Leasing Company's consolidated financial position, liquidity or results of
     operations may be adversely affected.

     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.


Item 3. Quantitative and Qualitative Disclosures About Market Risk

     Not applicable.




                                       12
<PAGE>   13

                           PART II - OTHER INFORMATION


Item 1. Legal Proceedings

     As the Registrant has previously reported, in February 1997, its former
     outside auditors, Arthur Andersen LLP ("Arthur Andersen"), resigned as
     auditors to The Cronos Group (the "Parent Company"), its subsidiaries, and
     all other entities affiliated with the Parent Company, including the
     Registrant. The Parent Company is the indirect corporate parent of CCC, the
     managing general partner of the Registrant. CCC 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 reports on the financial statements of CCC and the
     Registrant, for years preceding 1996, had not contained an adverse opinion
     or a disclaimer of opinion, nor were any such reports qualified or modified
     as to uncertainty, audit scope, or accounting principles.

     During the Registrant's fiscal year ended December 31, 1995, and the
     subsequent interim period preceding Arthur Andersen's resignation, there
     were no disagreements between CCC or the Registrant and Arthur Andersen on
     any matter of accounting principles or practices, financial statement
     disclosure, or auditing scope or procedure.

     In connection with its resignation, Arthur Andersen prepared a report
     pursuant to Section 10A of the Securities Exchange Act of 1934, as amended,
     for filing by the Parent Company with the Securities and Exchange
     Commission ("SEC"). As a result of the Arthur Andersen report, the SEC
     commenced an investigation of the Parent Company on February 10, 1997. The
     purpose of the investigation has been to determine whether the Parent
     Company and persons associated with the Parent Company violated the federal
     securities laws administered by the SEC. The Registrant does not believe
     that the focus of the SEC's investigation is upon the Registrant or CCC.

     Current management of the Parent Company has been in discussions with the
     staff of the SEC with a view to settling the investigation. The Parent
     Company is hopeful of reaching a settlement of the investigation by the end
     of 1999.


Item 3. Defaults Upon Senior Securities

     See Item 5. Other Information.


Item 5. Other Information

     In 1993, the Parent Company negotiated a credit facility with several banks
     for the use by the Parent Company and its subsidiaries, including CCC. At
     December 31, 1998, approximately $33,110,000 in principal indebtedness was
     outstanding under that credit facility (none of which had been borrowed by
     the Registrant). As a party to that credit facility, CCC was jointly and
     severally liable for the repayment of all principal and interest owed under
     the credit facility. On August 2, 1999, all outstanding amounts under the
     credit facility were repaid through the establishment of a new credit
     facility with two financial institutions. CCC is not a party to the new
     loan agreement. The Parent Company has guaranteed up to $10 million of
     amounts borrowed under the new credit facility and, as partial security for
     this guarantee, the Parent Company has pledged all of the capital stock
     held by it in Cronos Holding/Investments (U.S.), Inc., a Delaware
     corporation that, in turn, owns all of the outstanding capital stock of
     CCC.

     The Registrant is not a borrower under the new credit facility established
     by the Parent Company, and neither the containers nor the other assets of
     the Registrant have been pledged as collateral under the new credit
     facility.




                                       13
<PAGE>   14

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 June 30, 1999.












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

*    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-1 (No. 2-92883)

**   Incorporated by reference to Exhibit 3.4 to the Registration Statement on
     Form S-1 (No. 2-92883)



                                       14
<PAGE>   15

                                   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/ Dennis J. Tietz
                                          ------------------------------------
                                          Dennis J. Tietz
                                          President and Director of
                                          Cronos Capital Corp. ("CCC")
                                          Principal Executive Officer of CCC



Date: August 16, 1999






                                       15
<PAGE>   16


                                  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-1 (No. 2-92883)

**   Incorporated by reference to Exhibit 3.4 to the Registration Statement on
     Form S-1 (No. 2-92883)



<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE BALANCE
SHEET AT JUNE 30, 1999 (UNAUDITED) AND THE STATEMENT OF OPERATIONS FOR THE
QUARTERLY PERIOD ENDED JUNE 30, 1999 (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 JUNE 30, 1999.
</LEGEND>

<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          DEC-31-1999
<PERIOD-START>                             JAN-01-1999
<PERIOD-END>                               JUN-30-1999
<CASH>                                         688,962
<SECURITIES>                                         0
<RECEIVABLES>                                   92,282
<ALLOWANCES>                                         0
<INVENTORY>                                          0
<CURRENT-ASSETS>                               781,244
<PP&E>                                       5,939,027
<DEPRECIATION>                               4,109,193
<TOTAL-ASSETS>                               2,611,078
<CURRENT-LIABILITIES>                                0
<BONDS>                                              0
                                0
                                          0
<COMMON>                                             0
<OTHER-SE>                                   2,611,078
<TOTAL-LIABILITY-AND-EQUITY>                 2,611,078
<SALES>                                              0
<TOTAL-REVENUES>                               313,393
<CGS>                                                0
<TOTAL-COSTS>                                   96,523
<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>                                   346,640
<EPS-BASIC>                                          0
<EPS-DILUTED>                                        0


</TABLE>


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