UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
FORM 10-Q
----------------------
_X_ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 1998
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 No. 33-31810
----------------------
POLARIS AIRCRAFT INCOME FUND VI,
A California Limited Partnership
State of Organization: California
IRS Employer Identification No. 94-3102632
201 High Ridge Road, Stamford, Connecticut 06927
Telephone - (203) 357-3776
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, and (2) has been subject to such filing
requirements for the past 90 days.
Yes _X_ No ___
This document consists of 11 pages.
<PAGE>
POLARIS AIRCRAFT INCOME FUND VI,
A California Limited Partnership
FORM 10-Q - For the Quarterly Period Ended June 30, 1998
INDEX
Part I. Financial Information Page
Item 1. Financial Statements
a) Balance Sheets - June 30, 1998 and
December 31, 1997...........................................3
b) Statements of Operations - Three and Six Months
Ended June 30, 1998 and 1997................................4
c) Statements of Changes in Partners' Capital -
Year Ended December 31, 1997 and
Six Months Ended June 30, 1998..............................5
d) Statements of Cash Flows - Six Months
Ended June 30, 1998 and 1997................................6
e) Notes to Financial Statements...............................7
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations...........8
Part II. Other Information
Item 1. Legal Proceedings.......................................9
Item 6. Exhibits and Reports on Form 8-K........................9
Signature .......................................................10
2
<PAGE>
Part 1. Financial Information
-----------------------------
Item 1. Financial Statements
POLARIS AIRCRAFT INCOME FUND VI,
A California Limited Partnership
BALANCE SHEETS
(Unaudited)
June 30, December 31,
1998 1997
--- ----
ASSETS:
CASH AND CASH EQUIVALENTS $950,349 $978,794
-------- --------
$950,349 $978,794
======== ========
LIABILITIES AND PARTNERS' CAPITAL:
PAYABLE TO AFFILIATES $ 38,064 $ 29,116
ACCOUNTS PAYABLE AND ACCRUED
LIABILITIES 28,877 21,269
-------- --------
Total Liabilities 66,941 50,385
-------- --------
PARTNERS' CAPITAL:
General Partner 5,206 5,656
Limited Partners, 69,418 units
issued and outstanding 878,202 922,753
-------- --------
Total Partners' Capital 883,408 928,409
-------- --------
$950,349 $978,794
======== ========
The accompanying notes are an integral part of these statements.
3
<PAGE>
POLARIS AIRCRAFT INCOME FUND VI,
A California Limited Partnership
STATEMENTS OF OPERATIONS
(Unaudited)
Three Months Ended Six Months Ended
June 30, June 30,
-------- --------
1998 1997 1998 1997
---- ---- ---- ----
REVENUES:
Rent from operating leases $ -- $ 369,762 $ -- $ 804,405
Interest 12,950 58,456 26,063 102,577
Gain on sale of aircraft -- 642,181 -- 642,181
---------- ---------- ---------- ----------
Total Revenues 12,950 1,070,399 26,063 1,549,163
---------- ---------- ---------- ----------
EXPENSES:
Depreciation and amortization -- -- -- 257,643
Operating 10,753 -- 30,519 --
Administration and other 21,944 26,619 40,545 44,237
---------- ---------- ---------- ----------
Total Expenses 32,697 26,619 71,064 301,880
---------- ---------- ---------- ----------
NET INCOME (LOSS) $ (19,747) $1,043,780 $ (45,001) $1,247,283
========== ========== ========== ==========
NET INCOME (LOSS) ALLOCATED TO
THE GENERAL PARTNER $ (197) $ 22,835 $ (450) $ 45,670
========== ========== ========== ==========
NET INCOME (LOSS) ALLOCATED
TO LIMITED PARTNERS $ (19,550) $1,020,945 $ (44,551) $1,201,613
========== ========== ========== ==========
NET INCOME (LOSS) PER LIMITED
PARTNERSHIP UNIT $ (0.28) $ 14.71 $ (0.64) $ 17.31
========== ========== ========== ==========
The accompanying notes are an integral part of these statements.
4
<PAGE>
POLARIS AIRCRAFT INCOME FUND VI,
A California Limited Partnership
STATEMENTS OF CHANGES IN PARTNERS' CAPITAL
(Unaudited)
Year Ended December 31, 1997 and
Six Months Ended June 30, 1998
------------------------------
General Limited
Partner Partners Total
------- -------- -----
Balance, December 31, 1996 $ 5,656 $ 9,821,575 $ 9,827,231
Net income 506,934 732,926 1,239,860
Cash distributions to partners (506,934) (9,631,748) (10,138,682)
------------ ------------ ------------
Balance, December 31, 1997 5,656 922,753 928,409
Net loss (450) (44,551) (45,001)
------------ ------------ ------------
Balance, June 30, 1998 $ 5,206 $ 878,202 $ 883,408
============ ============ ============
The accompanying notes are an integral part of these statements.
5
<PAGE>
POLARIS AIRCRAFT INCOME FUND VI,
A California Limited Partnership
STATEMENTS OF CASH FLOWS
(Unaudited)
Six Months Ended June 30,
-------------------------
1998 1997
---- ----
OPERATING ACTIVITIES:
Net income (loss) $ (45,001) $ 1,247,283
Adjustments to reconcile net income (loss) to
net cash provided by operating activities:
Depreciation and amortization -- 257,643
Gain on sale of aircraft -- (642,181)
Changes in operating assets and liabilities:
Increase in rent receivable -- (12,143)
Increase in other assets -- (4,185)
Increase (decrease) in payable to affiliates 8,948 (2,989)
Increase in accounts payable and accrued
liabilities 7,608 222,898
Decrease in security deposits -- (75,000)
----------- -----------
Net cash provided by (used in)
operating activities (28,445) 991,326
----------- -----------
INVESTING ACTIVITIES:
Proceeds from sale of aircraft -- 3,200,000
Payments to Purchaser related to sale of
aircraft -- (369,762)
----------- -----------
Net cash provided by investing
activities -- 2,830,238
----------- -----------
FINANCING ACTIVITIES:
Cash distributions to partners -- (913,395)
----------- -----------
Net cash used in financing activities -- (913,395)
----------- -----------
CHANGES IN CASH AND CASH
EQUIVALENTS (28,445) 2,908,169
CASH AND CASH EQUIVALENTS AT
BEGINNING OF PERIOD 978,794 3,566,009
----------- -----------
CASH AND CASH EQUIVALENTS AT
END OF PERIOD $ 950,349 $ 6,474,178
=========== ===========
The accompanying notes are an integral part of these statements.
6
<PAGE>
POLARIS AIRCRAFT INCOME FUND VI,
A California Limited Partnership
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
1. Accounting Principles and Policies
In the opinion of management, the financial statements presented herein include
all adjustments, consisting only of normal recurring items, necessary to
summarize fairly Polaris Aircraft Income Fund VI's (the Partnership's) financial
position and results of operations. The financial statements have been prepared
in accordance with the instructions of the Quarterly Report to the Securities
and Exchange Commission (SEC) Form 10-Q and do not include all of the
information and note disclosures required by generally accepted accounting
principles (GAAP). These statements should be read in conjunction with the
financial statements and notes thereto for the years ended December 31, 1997,
1996 and 1995, included in the Partnership's 1997 Annual Report to the SEC on
Form 10-K (Form 10-K).
2. Related Parties
Under the Limited Partnership Agreement, the Partnership paid or agreed to pay
the following amounts for the current quarter to the general partner, Polaris
Investment Management Corporation, in connection with services rendered or
payments made on behalf of the Partnership:
Payments for
Three Months Ended Payable at
June 30, 1998 June 30, 1998
------------- -------------
Out-of-Pocket Administrative and
Operating Expense Reimbursements $34,819 $38,064
3. Partners' Capital
The Partnership Agreement (the Agreement) stipulates different methods by which
revenue, income and loss from operations and gain or loss on the sale of
aircraft are to be allocated to the general partner and the limited partners.
Such allocations are made using income or loss calculated under GAAP for book
purposes, which varies from income or loss calculated for tax purposes.
Cash available for distributions, including the proceeds from the sale of
aircraft, is distributed 10% to the general partner and 90% to the limited
partners.
The different methods of allocating items of income, loss and cash available for
distribution combined with the calculation of items of income and loss for book
and tax purposes result in book basis capital accounts that may vary
significantly from tax basis capital accounts. The ultimate liquidation and
distribution of remaining cash will be based on the tax basis capital accounts
following liquidation, in accordance with the Agreement.
7
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
As discussed below under "Liquidity and Cash Distributions," Polaris Investment
Management Corporation, (PIMC or the General Partner), is in the process of
winding up the business of Polaris Aircraft Income Fund VI (the Partnership).
During 1997, the Partnership sold its remaining portfolio of 2 used aircraft to
Triton Aviation Services VI LLC (Triton).
Partnership Operations
The Partnership recorded a net loss of $19,747, or $0.28 per limited partnership
unit for the three months ended June 30, 1998, compared to net income of
$1,043,780, or $14.71 per limited partnership unit, for the three months ended
June 30, 1997. The Partnership recorded a net loss of $45,001, or $0.64 per
limited partnership unit for the six months ended June 30, 1998, compared to net
income of $1,247,283, or $17.31 per limited partnership unit, for the six months
ended June 30, 1997. Current year operating results declined substantially,
compared to the same periods in 1997, due to the sale of the Partnership's
remaining aircraft in 1997, as discussed above.
Operating expenses increased during the three and six months ended June 30, 1998
as compared to the same period in 1997, due to an increase in legal expenses
related to the sale of the remaining aircraft.
Liquidity and Cash Distributions
Liquidity - As previously discussed, the Partnership sold its remaining aircraft
during 1997. Polaris Investment Management Corporation, the general partner, has
determined that the Partnership maintain cash reserves as a prudent measure to
ensure that the Partnership has available sufficient funds to satisfy
anticipated contingencies and expenses in connection with winding up its
business.
Cash Distributions - The Partnership is now in the process of winding up its
business. With the exception of reserves maintained for anticipated expenses and
costs of winding up, the Partnership distributed all of its available cash
during 1997. Consequently, the timing and amount of future cash distributions,
if any, are not yet known and will depend upon whether the Partnership's
reserves exceed its actual expenses and contingencies in winding up and on the
time required to complete the winding up process.
8
<PAGE>
Part II. Other Information
--------------------------
Item 1. Legal Proceedings
As discussed in Item 3 of Part I of Polaris Aircraft Income Fund VI's (the
Partnership) 1997 Annual Report to the Securities and Exchange Commission (SEC)
on Form 10-K (Form 10-K) and in Item 1 of Part II of the Partnership's Quarterly
Report to the SEC on Form 10-Q (Form 10-Q) for the period ended March 31, 1998,
there are a number of pending legal actions or proceedings involving the
Partnership. Except as described below, there have been no material developments
with respect to any such actions or proceedings during the period covered by
this report.
Ron Wallace v. Polaris Investment Management Corporation, et al. - On April 23,
1998, the Court consolidated for discovery purposes this action with the action
entitled "Accelerated" High Yield Income Fund II, Ltd., L.P. v. Polaris
Investment Management Corporation, et. al. On July 9, 1998, the Court denied the
defendants' demurrer to dismiss the plaintiffs' second amended complaint. On
July 28, 1998, defendants filed an answer to the second amended complaint.
Other Proceedings - Item 10 in Part III of the Partnership's 1997 Form 10-K and
Item 1 in Part II of the Partnership's Form 10-Q for the period ended March 31,
1998 discuss certain actions which have been filed against Polaris Investment
Management Corporation and others in connection with the sale of interests in
the Partnership and the management of the Partnership. The Partnership is not a
party to these actions. There have been no material developments with respect to
any of the actions described therein during the period covered by this report.
Item 6. Exhibits and Reports on Form 8-K
a) Exhibits (numbered in accordance with Item 601 of Regulation S-K)
27. Financial Data Schedule (in electronic format only).
b) Reports on Form 8-K
No reports on Form 8-K were filed by the Registrant during the quarter
for which this report is filed.
9
<PAGE>
SIGNATURE
Pursuant to the requirements of section 13 or 15(d) 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.
POLARIS AIRCRAFT INCOME FUND VI,
A California Limited Partnership
(Registrant)
By: Polaris Investment
Management Corporation,
General Partner
August 12, 1998 By: /S/Marc A. Meiches
- ------------------------- ---------------------
Marc A. Meiches
Chief Financial Officer
(principal financial officer and
principal accounting officer of
Polaris Investment Management
Corporation, General Partner of
the Registrant)
10
<TABLE> <S> <C>
<ARTICLE>5
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> JUN-30-1998
<CASH> 950349
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 950349
<CURRENT-LIABILITIES> 0
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 883408
<TOTAL-LIABILITY-AND-EQUITY> 950349
<SALES> 0
<TOTAL-REVENUES> 26063
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 71064
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (45001)
<INCOME-TAX> 0
<INCOME-CONTINUING> (45001)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (45001)
<EPS-PRIMARY> (0.64)
<EPS-DILUTED> 0
</TABLE>
