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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2023 or

☐ TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number: 333-131736

COMMONWEALTH INCOME & GROWTH FUND VI

(Exact name of registrant as specified in its charter)

Pennsylvania

20-4115433

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification Number)

4532 US Highway 19

Suite 200

New Port Richey, FL 34652

(Address, including zip code, of principal executive offices)

(800) 249-3700

(Registrant’s telephone number including area code)

Indicate by check mark whether the registrant (i) 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 (ii) has been subject to such filing requirements for the past 90 days: Yes ☒ NO ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).Yes ☒ NO ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition of "accelerated filer, “large accelerated filer" and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☒
(Do not check if a smaller reporting company.)		Emerging growth company	☐

Indicate by check mark whether the registrant is an emerging growth company (as defined in Rule 12b-2 of the Exchange Act). YES ☐ NO ☒

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES ☐ NO ☒

FORM 10-Q

SEPTEMBER 30, 2023

TABLE OF CONTENTS

PART I
Item 1.	Financial Statements	3
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	12
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	18
Item 4.	Controls and Procedures	18
PART II
Item 1.	Commitments and Contingencies	19
Item 2.	Legal Proceedings	19
Item 2A.	Risk Factors
Item 3.	Unregistered Sales of Equity Securities and Use of Proceeds	19
Item 4.	Defaults Upon Senior Securities	19
Item 5.	Mine Safety Disclosures	19
Item 6.	Other Information	19
Item 7.	Exhibits	19

Table of Contents

Part I. FINANCIAL INFORMATION

Item 1. Financial Statements

Commonwealth Income & Growth Fund VI
Condensed Balance Sheets (unaudited)

	September 30,			December 31,
	2023			2022
ASSETS
Cash and cash equivalents		-			-
Lease income receivable, net of reserve of approximately $61,000 and $105,000 September 30, 2023 and December 31, 2022		27,227			32,453
Accounts receivable, Commonwealth Capital Corp., net of accounts payable of approximately $189,000 and $0 at September 30, 2023 and December 31, 2022, respectively		38,830			-
Other receivables		25,178			25,178
Prepaid expenses		2,083			4,094
		93,317			61,725

Equipment, at cost		3,038,646			3,232,428
Accumulated depreciation		(2,873,910	)		(2,985,073	)
		164,736			247,355

Equipment acquisition costs and deferred expenses, net of accumulated amortization of approximately $12,000 and $8,000 at September 30, 2023 and December 31, 2022, respectively		6,730			10,517

Total Assets	$	264,783		$	319,597

LIABILITIES AND PARTNERS' Deficit
LIABILITIES
Accounts payable		134,084			90,617
Accounts payable, CIGF, Inc., related party, net		501,386			384,658
Accounts Payable - CCC, Inc - related party, net		-			65,517
Unearned lease income		16,950			31,645
Notes payable		55,238			87,730
Total Liabilities		707,659			660,167

COMMITMENTS AND CONTINGENCIES
PARTNERS' Deficit
General Partner		1,000			1,000
Limited Partners		(443,876	)		(341,570	)
Total Partners' Deficit		(442,876	)		(340,570	)

Total Liabilities and Partners' Deficit	$	264,783		$	319,597

See accompanying notes to these condensed financial statements

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Commonwealth Income & Growth Fund VI
Condensed Statements of Operations
(unaudited)

	Three months ended September 30,						Nine months ended September 30,
	2023			2022			2023			2022

Revenue
Lease	$	29,449		$	38,129		$	126,213		$	96,547
Interest and other		4,445			31			8,368			199
Sales and property taxes		2,563			3,317			6,644			5,532
Gain on sale of equipment		7,500			-			18,792			10,996
Total revenue and gain on sale of equipment		43,957			41,477			160,017			113,274

Expenses
Operating, excluding depreciation		73,619			60,696			201,361			188,032
Equipment management fee, General Partner		1,859			1,976			8,964			3,561
Interest		863			1,084			3,042			1,866
Depreciation		26,407			19,500			82,568			52,467
Amortization of equipment acquisition costs and deferred expenses		1,270			799			3,787			1,855
Sales and property taxes		2,563			3,317			6,644			5,532
Bad Debt Recovery		-			-			(43,721	)		-
Loss on sale of equipment		-			2,800			-			-
Total expenses		106,580			90,172			262,644			253,313

Net loss	$	(62,623	)	$	(48,695	)	$	(102,627	)	$	(140,039	)

Net loss allocated to Limited Partners	$	(62,623	)	$	(48,695	)	$	(102,627	)	$	(140,039	)

Net loss per equivalent Limited Partnership unit	$	(0.04	)	$	(0.03	)	$	(0.06	)	$	(0.08	)

Weighted average number of equivalent Limited Partnership units outstanding during the period		1,731,358			1,732,607			1,731,985			1,732,607

See accompanying notes to these condensed financial statements

Table of Contents

Commonwealth Income & Growth Fund VI
Condensed Statement of Partners' Capital
For the nine months ended September 30, 2023 and 2022
(unaudited)

	General		Limited
	Partner		Partner			General		Limited
	Units		Units			Partner		Partners			Total
Balance, January 1, 2023		50		1,732,607		$	1,000	$	(341,570	)	$	(340,570	)
Net loss		-		-			-		(5,491	)		(5,491	)
Balance, March 31, 2023		50		1,732,607		$	1,000	$	(347,061	)	$	(346,061	)
Net loss		-		-			-		(34,514	)		(34,514	)
Redemptions		-		(1,250	)		-		-			-
Balance, June 30, 2023		50		1,731,357		$	1,000	$	(381,253	)	$	(380,253	)
Net loss		-		-			-		(62,623	)		(62,623	)
Balance, September 30, 2023		50		1,731,357		$	1,000	$	(443,876	)	$	(442,876	)

	General		Limited
	Partner		Partner			General		Limited
	Units		Units			Partner		Partners			Total
Balance, January 1, 2022		50		1,732,607		$	1,000	$	(142,562	)	$	(141,562	)
Net loss		-		-			-		(25,305	)		(25,305	)
Balance, March 31, 2022		50		1,732,607		$	1,000	$	(167,867	)	$	(166,867	)
Net loss		-		-			-		(66,039	)		(66,039	)
Balance, June 30, 2022		50		1,732,607		$	1,000	$	(233,906	)	$	(232,906	)
Net loss		-		-			-		(48,695	)		(48,695	)
Balance, September 30, 2022		50		1,732,607		$	1,000	$	(282,601	)	$	(281,601	)

See accompanying notes to these condensed financial statements

Table of Contents

Commonwealth Income & Growth Fund VI
Condensed Statements of Cash Flows
(unaudited)

	Nine months ended September 30,
	2023			2022

Net cash (used in) provided by operating activities	$	(18,793	)	$	9,745

Cash flows from investing activities
Capital expenditures		-			(36,505	)
Equipment acquisition fees paid to General Partner		-			(3,464	)
Net proceeds from the sale of equipment		18,793			5,353
Net cash provided by (used in) investing activities		18,793			(34,616	)

Cash flows from financing activities
Equipment acquisition finance fee		-			(501	)
Net cash used in financing activities		-			(501	)

Net decrease in cash and cash equivalents		-			(25,372	)

Cash and cash equivalents at beginning of the period		-			25,372

Cash and cash equivalents at end of the period	$	-		$	-

See accompanying notes to these condensed financial statements

Table of Contents

NOTES TO CONDENSED FINANCIAL STATEMENTS

1. Business

Commonwealth Income & Growth Fund VI (“CIGF6” or the “Partnership” or the “Fund”) is a limited partnership organized in the Commonwealth of Pennsylvania on January 6, 2006. The Partnership offered for sale up to 2,500,000 units of the limited partnership at the purchase price of $20 per unit (the “offering”). The Partnership reached the minimum amount in escrow and commenced operations on May 10, 2007. The offering terminated on March 6, 2009 with 1,810,311 units sold for a total of approximately $36,000,000 in limited partner contributions.

The Partnership used the proceeds of the offering to acquire, own and lease various types of information technology equipment and other similar capital equipment, which will be leased primarily to U.S. corporations and institutions. Commonwealth Capital Corp. (“CCC”), on behalf of the Partnership and other affiliated partnerships, acquires equipment subject to associated debt obligations and lease agreements and allocates a participation in the cost, debt and lease revenue to the various partnerships that it manages based on certain risk factors.

The Partnership’s General Partner is Commonwealth Income & Growth Fund, Inc. (the “General Partner”), a Pennsylvania corporation which is an indirect wholly owned subsidiary of CCC. CCC is a member of the Institute for Portfolio Alternatives (“IPA”) and the Equipment Leasing and Finance Association (“ELFA”). The General Partner anticipates the dissolution depending on circumstances to be December 31, 2024.

Liquidity and Going Concern

For the quarter ended September 30, 2023, the Partnership incurred a negative cash flow. At September 30, 2023, the Partnership has a working capital deficit of approximately $614,000. Such factors raise substantial doubt about the Partnership’s ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

The General Partner agreed to forgo distributions and allocations of net income owed to it, and suspended limited partner distributions. The General Partner will continue to waive certain fees and may defer certain related party payables owed to the Partnership in an effort to further increase the Partnership’s cash flow. Additionally, the Partnership will seek to enhance portfolio returns and maximize cash flow through the use of leveraged lease transactions: the acquisition of lease equipment through financing. The Partnership may also attempt to obtain additional funds by disposing of or refinancing equipment, or by borrowing within its permissible limits. However, at this time, it is uncertain as to whether the General Partner’s plans will be successful.

2. Summary of Significant Accounting Policies

Basis of Presentation

The financial information presented as of any date other than December 31, 2022 has been prepared from the books and records without audit. The following unaudited condensed financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission. Financial information as of December 31, 2022 has been derived from the audited financial statements of the Partnership, but does not include all disclosures required by generally accepted accounting principles to be included in audited financial statements. In the opinion of management, all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of the financial information for the periods indicated, have been included. Operating results for the three and nine months ended September 30, 2023 are not necessarily indicative of financial results that may be expected for the full year ended December 31, 2023.

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Disclosure of Fair Value Financial Instruments

Estimated fair value was determined by management using available market information and appropriate valuation methodologies. However, judgment was necessary to interpret market data and develop estimated fair value. Receivables, accounts payable and accrued expenses and other liabilities are carried at amounts which reasonably approximate their fair values as of September 30, 2023 and December 31, 2022 due to the short-term nature of these financial instruments.

The Partnership’s long-term debt consists of notes payable, which are secured by specific equipment and are nonrecourse liabilities of the Partnership. The estimated fair value of this debt at September 30, 2023 and December 31, 2022 approximates the carrying value of these instruments, due to the interest rates on the debt approximating current market interest rates. The Partnership classifies the fair value of its notes payable within Level 2 of the valuation hierarchy based on the observable inputs used to estimate fair value.

Cash and cash equivalents

At September 30, 2023, cash and cash equivalents were held in one account maintained at one financial institution with an aggregate balance of approximately $300. Bank accounts are federally insured up to $250,000 by the FDIC. At September 30, 2023, the total cash balance was as follows:

*At September 30, 2023*	*Balance*
Total bank balance	$	300
FDIC insured		(300	)
Uninsured amount	$	-

The Partnership believes it mitigates the risk of holding uninsured deposits by only depositing funds with major financial institutions. The Partnership has not experienced any losses in our accounts, and believes it is not exposed to any significant credit risk. The amounts in such accounts will fluctuate throughout 2023 due to many factors, including cash receipts, equipment acquisitions, interest rates and distributions to limited partners.

Recent Accounting Pronouncements Not Yet Adopted

In June 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). This standard establishes an impairment model (known as the current expected credit loss (“CECL”) model) that is based on expected losses rather than incurred losses. Under the new guidance, an entity recognizes as an allowance its estimate of expected credit losses, which is intended to result in a timelier recognition of losses. Under the CECL model, entities will estimate credit losses over the entire contractual term of the instrument (considering estimated prepayments, but not expected extensions or modifications) from the date of initial recognition of the financial instrument. Measurement of expected credit losses are to be based on relevant forecasts that affect collectability. The scope of financial assets within the CECL methodology is broad and includes trade receivables from certain revenue transactions and certain off-balance sheet credit exposures. Different components of the guidance require modified retrospective or prospective adoption.

In November 2018, the FASB issued ASU No. 2018-19, Codification Improvements to Topic 326, Financial Instruments-Credit Losses. ASU 2018-19 clarifies that receivables arising from operating leases are not within the scope of the credit losses standard. Instead, entities would need to apply other U.S. GAAP, namely Topic 842 (Leases), to account for changes in the collectability assessment for operating leases. Other than operating lease receivables, Partnership trade receivables include receivables from finance leases and equipment sales. Under Topic 606 (Revenue from Contracts with Customers), revenue is recognized when, among other criteria, it is probable that the entity will collect the consideration to which it is entitled for goods or services transferred to a customer. At the point that finance lease receivables are recorded, they become subject to the CECL model and estimates of expected credit losses over their contractual life will be required to be recorded at inception based on historical information, current conditions, and reasonable and supportable forecasts. Trade receivables derived from equipment sales are of short duration and there is not a material difference between incurred losses and expected losses.

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In April 2019, the FASB issued ASU 2019-04, Codification Improvements to Topic 326, Financial Instruments-Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments, which amends and clarifies several provisions of Topic 326. In May 2019, the FASB issued ASU 2019-05, Financial Instruments-Credit Losses (Topic 326): Targeted Transition Relief, which amends Topic 326 to allow the fair value option to be elected for certain financial instruments upon adoption. ASU 2019-10 extended the effective date of ASU 2016-13 for the Partnership until fiscal year beginning after December 15, 2022.

In March 2022, the FASB issued ASU No. 2022-02, Financial Instruments – Credit Losses (Topic 326), Troubled Debt Restructurings and Vintage Disclosures. The amendments in this Update eliminate the accounting guidance for (Troubled Debt Restructurings (TDRs) by creditors in Subtopic 310-40, Receivables—Troubled Debt Restructurings by Creditors, while enhancing disclosure requirements for certain loan refinancings and restructurings by creditors when a borrower is experiencing financial difficulty. Specifically, rather than applying the recognition and measurement guidance for TDRs, an entity must apply the loan refinancing and restructuring guidance in paragraphs 310-20-35-9 through 35-11 to determine whether a modification results in a new loan or a continuation of an existing loan. For public business entities, the amendments in this Update require that an entity disclose current-period gross writeoffs by year of origination for financing receivables and net investments in leases within the scope of Subtopic 326-20, Financial Instruments—Credit Losses—Measured at Amortized Cost. For entities that have adopted the amendments in Update 2016-13, the amendments in this Update are effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. For entities that have not yet adopted the amendments in Update 2016-13, the effective dates for the amendments in this Update are the same as the effective dates in Update 2016-13. The Partnership adopted this new guidance, including the subsequent updates to Topic 326, on January 1, 2023 and the adoption did not have a material impact to its financial statement. For the three and nine months ended September 30, 2023, Partnership finance lease revenue subject to CECL represented less than 1% of total lease revenue.

3. Information Technology, Medical Technology, Telecommunications Technology, Inventory Management and Other Business-Essential Capital Equipment (“Equipment”)

The Partnership is the lessor of equipment under leases with periods that generally will range from 12 to 48 months. In general, associated costs such as repairs and maintenance, insurance and property taxes are paid by the lessee.

Gains or losses from the sale of equipment are recognized when the lease is modified and terminated concurrently. Gain (loss) from sale of equipment included in revenue for the three months ended September 30, 2023 and 2022 was approximately $7,500 and $(3,000), respectively. Gain from sale of equipment included in revenue for the nine months ended September 30, 2023 and 2022, was approximately $19,000 and $11,000, respectively.

CCC, on behalf of the Partnership and on behalf of other affiliated companies and partnerships (“partnerships”), acquires equipment subject to associated debt obligations and lease agreements and allocates a participation in the cost, debt and lease revenue to the various companies based on certain risk factors.

The Partnership’s share of the cost of the equipment in which it participates with other partnerships at September 30, 2023 was approximately $2,588,000 and is included in the Partnership’s equipment on its balance sheet. The total cost of the equipment shared by the Partnership with other partnerships at September 30, 2023 was approximately $9,175,000. The Partnership’s share of the outstanding debt associated with this equipment at September 30, 2023 was approximately $41,000 and is included in the Partnership’s notes payable on its balance sheet. The total outstanding debt related to the equipment shared by the Partnership at September 30, 2023 was approximately $156,000.

The Partnership’s share of the cost of the equipment in which it participates with other partnerships at December 31, 2022 was approximately $2,588,000 and is included in the Partnership’s equipment on its balance sheet. The total cost of the equipment shared by the Partnership with other partnerships at December 31, 2022 was approximately $9,175,000. The Partnership’s share of the outstanding debt associated with this equipment at December 31, 2022 was approximately $63,000 and is included in the Partnership’s notes payable on its balance sheet. The total outstanding debt related to the equipment shared by the Partnership at December 31, 2022 was approximately $221,000.

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As the Partnership and the other programs managed by the General Partner increase their overall portfolio size, opportunities for shared participation are expected to continue. Sharing in the acquisition of a lease portfolio gives the Partnership an opportunity to acquire additional assets and revenue streams, while allowing the Partnership to remain diversified and reducing its overall risk with respect to one portfolio. Thus, total shared equipment and related debt should continue throughout 2023 as the Partnership continues to acquire equipment for its portfolio.

The following is a schedule of approximate future minimum rentals on non-cancellable operating leases:

*Periods Ended December 31,*	Amount
Three months ended December 31, 2023	$	21,000
Year Ended December 31, 2024		64,000
Year Ended December 31, 2025		22,000
Year Ended December 31, 2026		6,000
Year Ended December 31, 2027		3,000
	$	116,000

The General Partner anticipates the dissolution depending on circumstances to be December 31, 2024. CCC will assume the rights to the remaining active leases and their related remaining revenue stream through their termination.

4. Related Party Transactions

Receivables/Payables

As of September 30, 2023, and December 31, 2022, the Company’s related party receivables and payables are short term, unsecured and non-interest bearing.

*Nine months ended September 30,*	*2023*		2022

Reimbursable expenses
The General Partner and its affiliates are entitled to reimbursement by the Partnership for the cost of goods, supplies or services obtained and used by the General Partner in connection with the administration and operation of the Partnership from third parties unaffiliated with the General Partner. In addition, the General Partner and its affiliates are entitled to reimbursement of certain expenses incurred by the General Partner and its affiliates in connection with the administration and operation of the Partnership. For the nine months ended September 30, 2023 and 2022, the Partnership was charged approximately $84,000 and $75,000 in Other LP expense, respectively.	$	132,000	$	136,000
Equipment acquisition fee
The General Partner earned an equipment acquisition fee of 4% of the purchase price of each item of equipment purchased as compensation for the negotiation of the acquisition of the equipment and lease thereof or sale under a conditional sales contract.	$	-	$	3,000
Equipment management fee
The general partner is entitled to be paid a monthly fee equal to the lesser of (a) the fees which would be charged by an independent third party in the same geographic market for similar services and equipment or (b) the sum of (i) two percent of gross lease revenues attributable to equipment subject to full payout net leases which contain net lease provisions and (ii) five percent of the gross lease revenues attributable to equipment subject to operating leases. Our general partner, based on its experience in the equipment leasing industry and current dealings with others in the industry, will use its business judgment to determine if a given fee is competitive, reasonable and customary. The amount of the fee will depend upon the amount of equipment we manage, which in turn will depend upon the amount we raise in this offering. Reductions in market rates for similar services would also reduce the amount of this fee we will receive.	$	9,000	$	3,600
Equipment liquidation fee
Also referred to as a "resale fee." With respect to each item of equipment sold by the general partner, we will pay a fee equal to the lesser of (i) 50% of the competitive equipment sale commission or (ii) three percent of the sales price of the equipment. The payment of this fee is subordinated to the receipt by the limited partners of (i) a return of their capital contributions and a 10% per annum cumulative return, compounded daily, on adjusted capital contributions and (ii) the net disposition proceeds from such sale in accordance with the partnership agreement. Our general partner, based on its experience in the equipment leasing industry and current dealings with others in the industry, uses its business judgment to determine if a given sales commission is competitive, reasonable and customary. Such fee will be reduced to the extent any liquidation or resale fees are paid to unaffiliated parties. The amount of such fees will depend upon the sale price of equipment sold. Sale prices will vary depending upon the type, age and condition of equipment sold. The shorter the terms of our leases, the more often we may sell equipment, which will increase liquidation fees we receive.	$	564	$	163

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5. Notes Payable

Notes payable consisted of the following approximate amounts:

	September 30, 2023		December 31, 2022
Installment note payable to bank; interest rate of 4.14%, due in monthly installments of $705, including interest, with final payment in August 2024		7,500		14,000
Installment note payable to bank; interest rate of 5.00%, due in monthly installments of $493, including interest, with final payment in November 2024		7,000		11,000
Installment note payable to bank; interest rate of 6.21%, due in monthly installments of $2,213, including interest, with final payment in June 2024		20,000		38,000
Installment note payable to bank; interest rate of 5.50%, due in monthly installments of $531, including interest, with final payment in May 2027		20,500		25,000
	$	55,000	$	88,000

The notes are secured by specific equipment with a carrying value of approximately $84,000 and are nonrecourse liabilities of the Partnership. As such, the notes do not contain any financial debt covenants with which the Partnership must comply on either an annual or quarterly basis. Aggregate approximate maturities of notes payable for each of the periods subsequent to September 30, 2023 are as follows:

	Amount
Three months ended December 31, 2023	$	11,000
Year ended December 31, 2024		29,000
Year ended December 31, 2025		6,000
Year ended December 31, 2026		6,000
Year ended December 31, 2027		3,000
	$	55,000

The General Partner anticipates the dissolution depending on circumstances to be December 31, 2024. CCC will assume the obligation and rights to the remaining notes payable and its related secured equipment as described above through their termination.

6. Supplemental Cash Flow Information

No interest or principal on notes payable was paid by the Partnership during 2023 and 2022 because direct payment was made by lessee to the bank in lieu of collection of lease income and payment of interest and principal by the Partnership.

Other noncash activities included in the determination of net loss are as follows:

*Nine months ended September 30,*		*2023*				2022
Lease revenue net of interest expense on notes payable realized as a result of direct payment of principal by lessee to bank		$	32,000			$	16,000

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Item 2: Management’s Discussion and Analysis of Financial Condition and Results of Operations

FORWARD LOOKING STATEMENTS

This section, as well as other portions of this document, includes certain forward-looking statements about our business and our prospects, tax treatment of certain transactions and accounting matters, sales of securities, expenses, cash flows, distributions, investments and operating and capital requirements. Such forward-looking statements include, but are not limited to: acquisition policies of our general partner; the nature of present and future leases; provisions for uncollectible accounts; the strength and sustainability of the U.S. economy; the continued difficulties in the credit markets and their impact on the economy in general; and the level of future cash flow, debt levels, revenues, operating expenses, amortization and depreciation expenses. You can identify those statements by the use of words such as “could,” “should,” “would,” “may,” “will,” “project,” “believe,” “anticipate,” “expect,” “plan,” “estimate,” “forecast,” “potential,” “intend,” “continue” and “contemplate,” as well as similar words and expressions.

Actual results may differ materially from those in any forward-looking statements because any such statements involve risks and uncertainties and are subject to change based upon various important factors, including, but not limited to, nationwide economic, financial, political and regulatory conditions; the health of debt and equity markets, including interest rates and credit quality; the level and nature of spending in the information, medical and telecommunications technologies markets; and the effect of competitive financing alternatives and lease pricing.

Readers are also directed to other risks and uncertainties discussed in other documents we file with the SEC, including, without limitation, those discussed in Item 1A. “Risk Factors” of our Annual Report on Form 10-K for the fiscal year ended December 31, 2022 filed with the SEC. We undertake no obligation to update or revise any forward-looking information, whether as a result of new information, future developments or otherwise.

INDUSTRY OVERVIEW

We invest in various types of domestic information technology equipment leases located solely within the United States. Our investment objective is to acquire primarily high technology equipment. We believe that dealing in high

technology equipment is particularly advantageous due to a robust aftermarket. Information technology has developed rapidly in recent years and is expected to continue to do so. Technological advances have permitted reductions in the cost of computer processing capacity, speed, and utility. In the future, the rate and nature of equipment development may cause equipment to become obsolete more rapidly. In an effort to mitigate this risk our portfolio manager attempts to diversify our fund through the acquisition of different types of equipment, staggered lease maturities, various lessees, and businesses located throughout the U.S., and industries served.

We also acquire high technology medical, telecommunications and inventory management equipment. Our General Partner seeks to maintain an appropriate balance and diversity in the types of equipment acquired. The market for high technology medical equipment is growing each year. Generally, this type of equipment has a longer useful life. This allows for increased re-marketability, if it is returned before its economic or announcement cycle is depleted.

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The Equipment Leasing and Finance Association’s (ELFA) Monthly Leasing and Finance Index (MLFI-25), which reports economic activity from 25 companies representing a cross section of the $1 trillion equipment finance sector, showed their overall new business volume for September was $9.7 billion, down 5 percent year-over-year from new business volume in September 2022. Volume was down 4 percent from $10.1 billion in August. Year-to-date, cumulative new business volume was up 1.9 percent compared to 2022.

Receivables over 30 days were 2.3 percent, unchanged for the second consecutive month and up from 1.5 percent in the same period in 2022. Charge-offs were 0.36 percent, up from 0.34 percent the previous month and up from 0.17 percent in the year-earlier period.

Credit approvals totaled 73.6 percent, down from 75.1 percent in August. Total headcount for equipment finance companies was down 2.7 percent year-over-year.

Separately, the Equipment Leasing & Finance Foundation’s Monthly Confidence Index (MCI-EFI) in October is 40.1, a decrease from the September index of 50.3.

ELFA President and CEO Ralph Petta said, “Respondents to the September survey show a slight decline in new business volume, providing fresh evidence that liquidity issues brought about, in part, by high interest rates and stubborn inflation are having a somewhat negative impact on demand for business equipment in select sectors. Of equal or greater concern is the quality of equipment finance company portfolios, as losses and delinquencies continue to edge up slightly. Both bear monitoring as we enter the fourth quarter of the year.”

Bill Stephenson, Global Chief Executive Officer, PEAC Solutions, said, “After the positive growth of recent months, the September survey results underscore the near-term challenges being faced by the U.S. economy. With monetary policy remaining restrictive and the cloud of further rate hikes still hanging in the air, business confidence has continued to soften and curtail investment activity. Our industry has demonstrated its resilience, having successfully navigated these economic headwinds for most of 2023 and delivering year-over-year growth. However, recent adverse events, such as the escalation of hostilities in the Middle East, will weigh on market sentiment and could further slow activity in the final months of the year.”

Our business is directly impacted by factors such as economic, political, and market conditions, broad trends in industry and finance, legislative and regulatory changes, changes in government monetary and fiscal policies, and inflation, all of which are beyond our control. Given these circumstances, we believe companies overall, will continue to increasingly turn to leasing, as a financing solution. It is our belief that companies lease business-essential equipment because leasing can provide many benefits to a company. The number one benefit of leasing that we see is that there is no large outlay of cash required. Therefore, companies can preserve their working capital, lease equipment, which is an expense item, have the flexibility to upgrade the equipment when needed, and have no risk of obsolescence. Because we expect leasing to remain an attractive financing solution for American businesses during the next 12 months, we feel that our ability to increase our portfolio size and leasing revenues during that period will remain strong.

We, at Commonwealth, are currently operating business as usual (with our employees working remotely). We may see a slowdown on new equipment acquisition decisions from Corporate Lessees until the crisis is resolved and businesses can resume their normal operation. We have no way of knowing what this period of time will be. We will keep our investors informed of subsequent events. For information relating to COVID-19 and the overall effects, as expressed by Ralph Petta, President of ELFA (The Equipment Leasing & Finance Association), please refer to elfaonline.org.

CRITICAL ACCOUNTING POLICIES

Our discussion and analysis of our financial condition and results of operations are based upon our financial statements which have been prepared in accordance with generally accepted accounting principles in the United States. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

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We believe that our critical accounting policies affect our more significant judgments and estimates used in the preparation of our financial statements. See Note 2 to our condensed financial statements included herein for a discussion of recent accounting pronouncements.

LEASE INCOME RECEIVABLE

Lease income receivable includes current lease income receivable net of allowances for uncollectible amounts, if any. The Partnership monitors lease income receivable to ensure timely and accurate payment by lessees. The Partnership’s Lease Relations department is responsible for monitoring lease income receivable and, as necessary, resolving outstanding invoices.

The Partnership reviews a customer’s credit history before extending credit. When the analysis indicates that the probability of full collection is unlikely, the Partnership may establish an allowance for uncollectible lease income receivable based upon the credit risk of specific customers, historical trends and other information. The Partnership writes off its lease income receivable when it determines that it is uncollectible and all economically sensible means of recovery have been exhausted.

REVENUE RECOGNITION

The Partnership is principally engaged in business of leasing equipment. Ancillary to the Partnership’s principal equipment leasing business, the Partnership also sells certain equipment and may offer certain services to support its customers.

The Partnership’s lease transactions are principally accounted for under Topic 842 on January 1, 2019. Prior to Topic 842, the Partnership accounted for these transactions under Topic 840, Leases (“Topic 840”). Lease revenue includes revenue generated from leasing equipment to customers, including re-rent revenue, and is recognized as either on a straight line basis or using the effective interest method over the length of the lease contract, if such lease is either an operating lease or finance lease, respectively.

The Partnership’s sale of equipment along with certain services provided to customers is recognized under ASC Topic 606, Revenue from Contracts with Customers, (“Topic 606”), which was adopted on January 1, 2018. Prior to adoption of Topic 606, the Partnership recognized these transactions under ASC Topic 605, Revenue Recognized, and (“Topic 605”). The Partnership recognizes revenue when it satisfies a performance obligation by transferring control over a product or service to a customer. The amount of revenue recognized reflects the consideration the Partnership expects to be entitled to in exchange for such products or services.

Through September 30, 2023, the Partnership’s lease portfolio consisted of operating leases. For operating leases, lease revenue is recognized on a straight-line basis in accordance with the terms of the lease agreement.

Upon the end of the lease term, if the lessee has not met the return conditions as set out in the lease, the Partnership is entitled in certain cases to additional compensation from the lessee. The Partnership’s accounting policy for recording such payments is to treat them as revenue.

Gains or losses from sales of leased and off-lease equipment are recorded on a net basis in the Partnership’s Statement of Operations. Gains from the sale of equipment resulting from early buyouts are recognized when the lease is modified and terminated concurrently. Our leases do not contain any step-rent provisions or escalation clauses nor are lease revenues adjusted based on any index.

Partnership’s accounting policy for sales and property taxes collected from the lessees are recorded in the current period as gross revenues and expenses.

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LONG-LIVED ASSETS

Depreciation on technology and inventory management equipment for financial statement purposes is based on the straight-line method estimated generally over useful lives of two to five years. Once an asset comes off lease or is released, the Partnership reassesses the useful life of an asset.

The Partnership evaluates its long-lived assets when events or circumstances indicate that the value of the asset may not be recoverable. The Partnership determines whether impairment exists by estimating the undiscounted cash flows to be generated by each asset. If the estimated undiscounted cash flows are less than the carrying value of the asset then impairment exists. The amount of the impairment is determined based on the difference between the carrying value and the fair value. Fair value is determined based on estimated discounted cash flows to be generated by the asset, third party appraisals or comparable sales of similar assets, as applicable, based on asset type.

Residual values are determined by management and are calculated using information from both internal and external sources, as well as other economic indicators.

LIQUIDITY AND CAPITAL RESOURCES

Sources and Uses of Cash

Our primary source of cash for the nine months ended September 30, 2023, was net proceeds from the sale of equipment of approximately $19,000. Our primary sources of cash for the nine months ended September 30, 2022, was net proceeds from the sale of equipment of approximately $5,000 and net cash provided by operating activities of approximately $60,000.

Our primary uses of cash for the nine months ended September 30, 2023 was cash used in operating activities of approximately $19,000. For the nine months ended September 30, 2022, our primary uses of cash was capital expenditures in investing activities of approximately $87,000 and equipment acquisition fees paid to the GP of approximately $3,000 and finance fees of approximately $500.

Cash was used in operating activities for the nine months ended September 30, 2023 of approximately $19,000, which includes net loss of approximately $103,000 and depreciation and amortization expenses of approximately $86,000. Other noncash activities included in the determination of net income include direct payments to banks by lessees of approximately $32,000. Cash was provided by operating activities for the nine months ended September 30, 2022 of approximately $60,000, which includes net loss of approximately $140,000 and depreciation and amortization expenses of approximately $54,000. Other noncash activities included in the determination of net income include direct payments to banks by lessees of approximately $35,000.

When we acquire equipment for the equipment portfolio, operating expenses may increase, but because of our investment strategy of leasing equipment primarily through triple-net leases, we avoid operating expenses related to equipment maintenance or taxes.

CCC, on our behalf and on behalf of other affiliated partnerships, acquires equipment subject to associated debt obligations and lease revenue and allocates a participation in the cost, debt and lease revenue to the various partnerships based on certain risk factors.

We consider cash equivalents to be highly liquid investments with an original maturity of 90 days or less.

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*At September 30, 2023*	*Balance*
Total bank balance	$	300
FDIC insured		(300	)
Uninsured amount	$	-

The Partnership’s investment strategy of acquiring equipment and generally leasing it under triple-net leases to operators who generally meet specified financial standards minimizes our operating expenses. As of September 30, 2023, the Partnership had future minimum rentals on non-cancelable operating leases of approximately $21,000 for the balance of the year ending December 31, 2023 and approximately $95,000 thereafter.

As of September 30, 2023, our non-recourse debt was approximately $55,000 with interest rates ranging from 4.14% to 6.21% and will be payable through May 2027. The General Partner anticipates the dissolution depending on circumstances to be December 31, 2024. CCC will assume the obligation and rights to the remaining notes payable and its related secured equipment through their termination.

The Partnership was originally scheduled to end its operational phase on December 31, 2018. During the year ended December 31, 2018, the operational phase was officially extended to December 31, 2021 through an investor proxy vote. The General Partner anticipates the dissolution depending on circumstances to be December 31, 2024.

RESULTS OF OPERATIONS

Three Months Ended September 30, 2023 compared to Three Months Ended September 30, 2022

Lease Revenue

Our lease revenue decreased to approximately $29,000 for the three months ended September 30, 2023, from approximately $38,000 for the three months ended September 30, 2022. The Partnership had 13 and 11 active operating leases for the three months ended September 30, 2023 and 2022, respectively. This decrease in lease revenue is primarily due to the termination of existing lease agreements with higher rental rates. Management expects to add new leases to the Partnership’s portfolio throughout 2023, primarily through debt financing.

Sale of Equipment

For the three months ended September 30, 2023, the Partnership sold fully depreciated equipment with a net book value of approximately $0 for a net gain of approximately $7,500. This compares to the three months ended September 30, 2022, when the Partnership sold fully depreciated equipment with a net book value of approximately $0 for a net loss of approximately $3,000.

Operating Expenses

Our operating expenses, excluding depreciation, primarily consist of accounting and legal fees, outside service fees and reimbursement of expenses to CCC for administration and operation of the Partnership. These expenses increased to approximately $74,000 for the three months ended September 30, 2023, from approximately $61,000 for the three months ended September 30, 2022. This increase is primarily attributable to an increase in “Other LP” expenses charged by CCC for the administration of the Partnership of approximately $13,000, an increase in accounting fees of approximately $4,000, an increase in postage/shipping expenses of approximately $2,000 and an increase in outside office services expenses of approximately $1,000, partially offset by a decrease in temporary services expenses of approximately $7,000.

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Equipment Management Fees

We pay an equipment management fee to our general partner for managing our equipment portfolio. The equipment management fee is approximately 5% of the gross lease revenue attributable to equipment that is subject to operating leases and approximately 2% of the gross lease revenue attributable to equipment that is subject to direct financing leases. The equipment management fee remained constant at approximately $2,000 for the three months ended September 30, 2023 and the three months ended September 30, 2022.

Depreciation and Amortization Expense

Depreciation and amortization expenses consist of depreciation on equipment and amortization of equipment acquisition fees. These expenses increased to approximately $28,000 for the three months ended September 30, 2023, from approximately $20,000 for the three months ended September 30, 2022. This increase was due to the lower frequency in the termination of leases and equipment being fully depreciated as compared to the acquisition of new leases for the three months ended September 30, 2023.

Net Loss

For the three months ended September 30, 2023, we recognized revenue of approximately $44,000 and expenses of approximately $107,000, resulting in net loss of approximately $63,000. For the three months ended September 30, 2022, we recognized revenue of approximately $41,000 and expenses of approximately $90,000, resulting in net loss of approximately $49,000. This change in net loss is due to the changes in revenue and expenses as described above.

Nine Months Ended September 30, 2023 compared to Nine Months Ended September 30, 2022

Lease Revenue

Our lease revenue increased to approximately $126,000 for the nine months ended September 30, 2023, from approximately $97,000 for the nine months ended September 30, 2022. The Partnership had 13 and 11 active operating leases for the nine months ended September 30, 2023 and 2022. This increase in lease revenue is primarily due to a lower number of lease agreements ending versus new lease agreements being acquired. Management expects to add new leases to the Partnership’s portfolio throughout 2023, primarily through debt financing.

Sale of Equipment

For the nine months ended September 30, 2023, the Partnership sold equipment with net book value of approximately $0 and net gain of approximately $19,000. This compared to the nine months ended September 30, 2022, the Partnership sold equipment with net book value of approximately $0 for a net gain of approximately $10,000.

Operating Expenses

Our operating expenses, excluding depreciation, primarily consist of accounting and legal fees, outside service fees and reimbursement of expenses to CCC for administration and operation of the Partnership. These expenses increased to approximately $201,000 for the nine months ended September 30, 2023, from approximately $188,000 for the nine months ended September 30, 2022. This increase is primarily attributable to an increase in accounting fees of approximately $14,000 and in increase in “Other LP” expenses charged by CCC for the administration of the Partnership of approximately $10,000, partially offset by a decrease in temporary services expenses of approximately $12,000.

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Equipment Management Fees

We pay an equipment management fee to our general partner for managing our equipment portfolio. The equipment management fee is approximately 5% of the gross lease revenue attributable to equipment that is subject to operating leases and approximately 2% of the gross lease revenue attributable to equipment that is subject to direct financing leases. The equipment management fee increased to approximately $9,000 for the nine months ended September 30, 2023 from approximately $4,000 for the nine months ended September 30, 2022. This increase is consistent with the overall increase in lease revenue.

Depreciation and Amortization Expense

Depreciation and amortization expenses consist of depreciation on equipment and amortization of equipment acquisition fees. These expenses increased to approximately $86,000 for the nine months ended September 30, 2023, from approximately $54,000 for the nine months ended September 30, 2022. This increase was due to the lower frequency in the termination of leases and equipment being fully depreciated as compared to the acquisition of new leases for the nine months ended September 30, 2023.

Net Loss

For the nine months ended September 30, 2023, we recognized revenue of approximately $160,000 and expenses of approximately $263,000, resulting in net loss of approximately $103,000. For the nine months ended September 30, 2022, we recognized revenue of approximately $113,000 and expenses of approximately $253,000, resulting in net loss of approximately $140,000. This change in net loss is due to the changes in revenue and expenses as described above.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

N/A

Item 4. Controls and Procedures

Our management, under the supervision and with the participation of the General Partner’s Chief Executive Officer and Principal Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures related to our reporting and disclosure obligations as of the end of the period covered by this Quarterly Report on Form 10-Q. Based on such evaluation, the General Partner’s Chief Executive Officer and Principal Financial Officer have concluded that, as of September 30, 2023, our disclosure controls and procedures are effective in ensuring that information relating to us which is required to be disclosed in our periodic reports filed or submitted under the Securities Exchange Act of 1934 is (a) recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and (b) accumulated and communicated to management, including the General Partner’s Chief Executive Officer and Principal Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. There were no changes in the Partnership’s internal control over financial reporting during the fiscal quarter ended September 30, 2023 that have materially affected or are reasonably likely to materially affect its internal control over financial reporting.

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Part II: OTHER INFORMATION

Item 1. Commitments and Contingencies

N/A

Item 2. Legal Proceedings

N/A

Item 3. Unregistered Sales of Equity Securities and Use of Proceeds

N/A

Item 4. Defaults Upon Senior Securities

N/A

Item 5. Mine Safety Disclosures

N/A

Item 6. Other Information

NONE

Item 7. Exhibits

31.1	RULE 15d-14(a) CERTIFICATION OF CHIEF EXECUTIVE OFFICER
31.2	RULE 15d-14(a) CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER
32.1	SECTION 1350 CERTIFICATION OF CHIEF EXECUTIVE OFFICER
32.2	SECTION 1350 CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER

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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.

	COMMONWEALTH INCOME & GROWTH FUND VI
	BY: COMMONWEALTH INCOME & GROWTH FUND, INC., General Partner

November 14, 2023

By:

/s/ Kimberly A. Springsteen-Abbott

Date

Kimberly A. Springsteen-Abbott

Chief Executive Officer

Commonwealth Income & Growth Fund, Inc.

Commonwealth Income & Growth Fund VI 10-Q