POLARIS AIRCRAFT INCOME FUND VI
10-Q, 1998-05-14
EQUIPMENT RENTAL & LEASING, NEC
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                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 March 31, 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 10 pages.

<PAGE>

                        POLARIS AIRCRAFT INCOME FUND VI,
                        A California Limited Partnership

            FORM 10-Q - For the Quarterly Period Ended March 31, 1998




                                      INDEX


Part I.   Financial Information                                            Page


     Item 1.  Financial Statements

        a)  Balance Sheets - March 31, 1998 and
            December 31, 1997..............................................  3

        b)  Statements of Operations - Three Months Ended
            March 31, 1998 and 1997........................................  4

        c)  Statements of Changes in Partners' Capital -
            Year Ended December 31, 1997
            and Three Months Ended March 31, 1998..........................  5

        d)  Statements of Cash Flows - Three Months
            Ended March 31, 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)

                                                   March 31,     December 31,
                                                     1998            1997
                                                     ----            ----

ASSETS:

CASH AND CASH EQUIVALENTS                          $972,218        $978,794
                                                   --------        --------

                                                   $972,218        $978,794
                                                   ========        ========

LIABILITIES AND PARTNERS' CAPITAL:

PAYABLE TO AFFILIATES                              $ 25,874        $ 29,116

ACCOUNTS PAYABLE AND ACCRUED
   LIABILITIES                                       43,189          21,269
                                                   --------        --------

          Total Liabilities                          69,063          50,385
                                                   --------        --------

PARTNERS' CAPITAL:
   General Partner                                    5,403           5,656
   Limited Partners, 69,418 units
      issued and outstanding                        897,752         922,753
                                                   --------        --------

          Total Partners' Capital                   903,155         928,409
                                                   --------        --------

                                                   $972,218        $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 March 31,
                                                 ----------------------------
                                                    1998             1997
                                                    ----             ----
REVENUES:
   Rent from operating leases                    $     -           $434,643
   Interest                                         13,113           44,121
                                                  --------         --------
           Total Revenues                           13,113          478,764
                                                  --------         --------

EXPENSES:
   Depreciation and amortization                       -            257,643
   Administration and other                         38,367           17,618
                                                  --------         --------

           Total Expenses                           38,367          275,261
                                                  --------         --------

NET INCOME (LOSS)                                 $(25,254)        $203,503
                                                  ========         ========

NET INCOME (LOSS) ALLOCATED
   TO THE GENERAL PARTNER                         $   (253)        $ 22,835
                                                  ========         ========

NET INCOME (LOSS) ALLOCATED
   TO LIMITED PARTNERS                            $(25,001)        $180,668
                                                  ========         ========

NET INCOME (LOSS) PER LIMITED
   PARTNERSHIP UNIT                               $  (0.36)        $   2.60
                                                  ========         ========

        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
                                          Three Months Ended March 31, 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                                (253)        (25,001)        (25,254)
                                   ------------    ------------    ------------

Balance, March 31, 1998            $      5,403    $    897,752    $    903,155
                                   ============    ============    ============

        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)

                                                    Three Months Ended March 31,
                                                    ----------------------------

                                                        1998            1997
                                                        ----            ----
OPERATING ACTIVITIES:
   Net income  (loss)                               $   (25,254)   $   203,503
   Adjustments to reconcile net income (loss) to
      net cash provided by operating activities:
      Depreciation and amortization                         -          257,643
      Changes in operating assets and liabilities:
         Decrease in rent receivable                        -           30,357
         Increase (decrease) in payable to
           affiliates                                    (3,242)         9,698
         Increase in other assets                           -           (9,589)
         Increase (decrease) in accounts payable
              and accrued liabilities                    21,920        (17,819)
                                                    -----------    -----------

              Net cash provided by (used in)
                 operating activities                    (6,576)       473,793
                                                    -----------    -----------


FINANCING ACTIVITIES:
  Cash distributions to partners                           -         (456,697)
                                                    -----------    -----------

              Net cash used in financing
                activities                                  -         (456,697)
                                                    -----------    -----------


CHANGES IN CASH AND CASH
   EQUIVALENTS                                           (6,576)        17,096

CASH AND CASH EQUIVALENTS AT
   BEGINNING OF PERIOD                                  978,794      3,566,009
                                                    -----------    -----------

CASH AND CASH EQUIVALENTS AT
   END OF PERIOD                                    $   972,218    $ 3,583,105
                                                    ===========    ===========

        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
                                              March 31, 1998    March 31, 1998
                                              --------------    --------------
Out-of-Pocket Administrative and
    Operating Expense Reimbursement               $27,560          $25,874


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 reported a net loss of $25,254, or $0.36 per limited partnership
unit,  for the three  months  ended  March 31,  1998,  compared to net income of
$203,503, or $2.60 per unit, for the same period in 1997. Current year operating
results declined substantially,  compared to the same period in 1997, due to the
sale of the Partnership's remaining aircraft in 1997, as discussed above.

Operating  expenses  increased  during the three  months ended March 31, 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 on
Form  10-K  (Form  10-K),  there  are a  number  of  pending  legal  actions  or
proceedings involving the Partnership.  There have been no material developments
with respect to any such  actions or  proceedings  during the period  covered by
this report.

Other  Proceedings  - Item 10 in Part III of the  Partnership's  1997  Form 10-K
discusses  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




         May 13, 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>                                   3-MOS
<FISCAL-YEAR-END>                                               DEC-31-1998
<PERIOD-END>                                                    MAR-31-1998
<CASH>                                                               972218
<SECURITIES>                                                              0
<RECEIVABLES>                                                             0
<ALLOWANCES>                                                              0
<INVENTORY>                                                               0
<CURRENT-ASSETS>                                                          0
<PP&E>                                                                    0
<DEPRECIATION>                                                            0
<TOTAL-ASSETS>                                                       972218
<CURRENT-LIABILITIES>                                                     0
<BONDS>                                                                   0
                                                     0
                                                               0
<COMMON>                                                                  0
<OTHER-SE>                                                           903155
<TOTAL-LIABILITY-AND-EQUITY>                                         972218
<SALES>                                                                   0
<TOTAL-REVENUES>                                                      13113
<CGS>                                                                     0
<TOTAL-COSTS>                                                             0
<OTHER-EXPENSES>                                                      38367
<LOSS-PROVISION>                                                          0
<INTEREST-EXPENSE>                                                        0
<INCOME-PRETAX>                                                     (25254)
<INCOME-TAX>                                                              0
<INCOME-CONTINUING>                                                 (25254)
<DISCONTINUED>                                                            0
<EXTRAORDINARY>                                                           0
<CHANGES>                                                                 0
<NET-INCOME>                                                        (25254)
<EPS-PRIMARY>                                                        (0.36)
<EPS-DILUTED>                                                             0
        

</TABLE>


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