-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, TOT6xo2KTde9i169VxFmnVrPuxUWPtvJ633yJBX1ldrOHyjyzKNNb+P2x2PnW2CM 1e1k+Iwj/eBdyEqwd94onQ== 0000950149-96-000595.txt : 19960517 0000950149-96-000595.hdr.sgml : 19960517 ACCESSION NUMBER: 0000950149-96-000595 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19960331 FILED AS OF DATE: 19960515 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: IEA MARINE CONTAINER INCOME FUND III CENTRAL INDEX KEY: 0000350202 STANDARD INDUSTRIAL CLASSIFICATION: WATER TRANSPORTATION [4400] IRS NUMBER: 942717330 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-10474 FILM NUMBER: 96564901 BUSINESS ADDRESS: STREET 1: 444 MARKET ST 15TH FLR CITY: SAN FRANCISCO STATE: CA ZIP: 94111 BUSINESS PHONE: 4156778990 MAIL ADDRESS: STREET 1: 444 MARKET ST 15TH FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94111 10-Q 1 IEA MARINE CONTAINER INCOME FUND III 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 MARCH 31, 1996 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 0-10474 IEA MARINE CONTAINER INCOME FUND III (A CALIFORNIA LIMITED PARTNERSHIP) (Exact name of registrant as specified in its charter) California 94-2717330 (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 . --- --- 2 IEA MARINE CONTAINER INCOME FUND III (A CALIFORNIA LIMITED PARTNERSHIP) REPORT ON FORM 10-Q FOR THE QUARTERLY PERIOD ENDED MARCH 31, 1996 TABLE OF CONTENTS
PAGE PART I - FINANCIAL INFORMATION Item 1. Financial Statements Balance Sheets - March 31, 1996 (unaudited) and December 31, 1995 4 Statements of Operations for the three months ended March 31, 1996 and 1995 (unaudited) 5 Statements of Cash Flows for the three months ended March 31, 1996 and 1995 (unaudited) 6 Notes to Financial Statements (unaudited) 7 Item 2. Management's Discussion and Analysis of Financial Condition and Results of 10 Operations PART II - OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K 12
2 3 PART I - FINANCIAL INFORMATION Item 1. Financial Statements Presented herein are the Registrant's balance sheets as of March 31, 1996 and December 31, 1995, statements of operations for the three months ended March 31, 1996 and 1995, and statements of cash flows for the three months ended March 31, 1996 and 1995. 3 4 IEA MARINE CONTAINER INCOME FUND III (A CALIFORNIA LIMITED PARTNERSHIP) BALANCE SHEETS (UNAUDITED)
March 31, December 31, 1996 1995 ---- ---- Assets ------ Current assets: Cash, includes $187,772 at March 31, 1996 and $212,798 at December 31, 1995 in interest-bearing accounts $ 188,321 $ 212,918 Short-term investments 500,000 625,000 Net lease receivables due from Leasing Company (notes 1 and 2) 496,480 408,952 ---------- ---------- Total current assets 1,184,801 1,246,870 ---------- ---------- Container rental equipment, at cost 5,734,378 6,678,748 Less accumulated depreciation 4,001,814 4,660,856 ---------- ---------- Net container rental equipment 1,732,564 2,017,892 ---------- ---------- $2,917,365 $3,264,762 ========== ========== Partners' Capital ----------------- Partners' capital: General partners $ 1,135 $ 4,657 Limited partners 2,916,230 3,260,105 ---------- ---------- Total partners' capital 2,917,365 3,264,762 ---------- ---------- $2,917,365 $3,264,762 ========== ==========
The accompanying notes are an integral part of these statements. 4 5 IEA MARINE CONTAINER INCOME FUND III (A CALIFORNIA LIMITED PARTNERSHIP) STATEMENTS OF OPERATIONS (UNAUDITED)
Three Months Ended ------------------ March 31, March 31, 1996 1995 ---- ---- Net lease revenue (notes 1 and 3) $206,817 $317,349 Other operating expenses: Other general and administrative expenses 9,493 10,621 -------- -------- Earnings from operations 197,324 306,728 Other income: Interest income 10,308 15,055 Net gain on disposal of equipment 70,023 89,150 -------- -------- 80,331 104,205 -------- -------- Net earnings $277,655 $410,933 ======== ======== Allocation of net earnings: General partners $ 2,776 $ 10,772 Limited partners 274,879 400,161 -------- -------- $277,655 $410,933 ======== ======== Limited partners' per unit share of net earnings $ 9.16 $ 13.34 ======== ========
The accompanying notes are an integral part of these statements. 5 6 IEA MARINE CONTAINER INCOME FUND III (A CALIFORNIA LIMITED PARTNERSHIP) STATEMENTS OF CASH FLOWS (UNAUDITED)
Three Months Ended ------------------ March 31, March 31, 1996 1995 ---- ---- Net cash provided by operating activities $ 229,518 $ 311,502 Cash flows provided by investing activities: Proceeds from disposal of equipment 245,939 373,850 Cash flows used in financing activities: Distribution to partners (625,054) (757,100) --------- ----------- Net decrease in cash and cash equivalents (149,597) (71,748) Cash and cash equivalents at January 1 837,918 1,116,858 --------- ----------- Cash and cash equivalents at March 31 $ 688,321 $ 1,045,110 ========= ===========
The accompanying notes are an integral part of these statements. 6 7 IEA MARINE CONTAINER INCOME FUND III (A CALIFORNIA LIMITED PARTNERSHIP) NOTES TO UNAUDITED FINANCIAL STATEMENTS (1) Summary of Significant Accounting Policies (a) Nature of Operations IEA Marine Container Income Fund III (A California Limited Partnership) (the "Partnership") was organized under the laws of the State of California on January 3, 1980 for the purpose of owning and leasing marine cargo containers. The managing general partner is Cronos Capital Corp. ("CCC"); the associate general partner is Smith Barney Shearson, Inc. CCC, with its affiliate Cronos Containers Limited (the "Leasing Company"), manages and controls the business of the Partnership. (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. (c) Basis of Accounting The Partnership utilizes the accrual method of accounting. Revenue is recognized when earned. The Partnership has determined that for accounting purposes the Leasing Agent Agreement is a lease, and the receivables, payables, gross revenues and operating expenses attributable to the containers managed by the Leasing Company are, for accounting purposes, those of the Leasing Company and not of the Partnership. Consequently, the Partnership's balance sheets and statements of operations display the payments to be received by the Partnership from the Leasing Company as the Partnership's receivables and revenues. (Continued) 7 8 IEA MARINE CONTAINER INCOME FUND III (A CALIFORNIA LIMITED PARTNERSHIP) NOTES TO UNAUDITED FINANCIAL STATEMENTS (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. 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 and incentive fees payable to CCC, the Leasing Company, 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 March 31, 1996 and December 31, 1995 were as follows:
March 31, December 31, 1996 1995 ---- ---- Lease receivables, net of doubtful accounts of $209,212 at March 31, 1996 and $198,828 at December 31, 1995 $733,715 $634,228 Less: Direct operating payables and accrued expenses 166,754 141,780 Damage protection reserve 70,481 69,808 Incentive fees -- 13,688 -------- -------- $496,480 $408,952 ======== ========
(Continued) 8 9 IEA MARINE CONTAINER INCOME FUND III (A CALIFORNIA LIMITED PARTNERSHIP) NOTES TO UNAUDITED FINANCIAL STATEMENTS (3) Net Lease Revenue Net lease revenue is determined by deducting direct operating expenses and management fees to CCC and the Leasing Company, 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-month periods ended March 31, 1996 and 1995, was as follows:
Three Months Ended ------------------ March 31, March 31, 1996 1995 ---- ---- Rental revenue $349,557 $549,049 Rental equipment operating expenses 79,550 112,266 Base management fees 63,190 98,059 Incentive fees -- 21,375 -------- -------- $206,817 $317,349 ======== ========
9 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 March 31, 1996 and December 31, 1995. As discussed in the Registrant's report for the year ended December 31, 1995, the Registrant entered 1996 with a view towards accelerating the disposition process of its container fleet. A lack of viable options during the first quarter of 1996 resulted in the Registrant's continued disposal of containers as part of its ongoing container operations. Accordingly, 379 containers were disposed during the first quarter of 1996, contributing to a decline in the Registrant's operating results and the related cash balances. At March 31, 1996, 29% of the original equipment remained in the Registrant's fleet, as compared to 33% at December 31, 1995, and was comprised of the following:
20-Foot 40-Foot ------- ------- Containers on lease: Term leases 219 9 Master lease 1,465 238 ----- --- Subtotal 1,684 247 Containers off lease 349 54 ----- --- Total container fleet 2,033 301 ===== ===
20-Foot 40-Foot ------- ------- Units % Units % ----- - ----- - Total purchases 7,257 100% 890 100% Less disposals 5,224 72% 589 66% Remaining fleet at March 31, 1996 2,033 28% 301 34% ===== === === ===
Net lease receivables at March 31, 1996 increased when compared to December 31, 1995, as cash collections of outstanding receivables slowed. The diminishing fleet size, and its related operating performance, also contributed to the increase in net lease receivables, as direct operating payables, base management and incentive fees payable declined. During the first quarter of 1996, distributions from operations and sales proceeds amounted to $625,054, reflecting distributions to the general and limited partners for the fourth quarter of 1995. This represents a decline from the $662,554 distributed during the fourth quarter of 1995, reflecting distributions for the third quarter of 1995. The Registrant's efforts to dispose of the remaining fleet should produce lower operating results and, consequently, lower distributions to its partners in subsequent periods. 10 11 The statements contained in the following discussion are based on current expectations. These statements are forward looking and actual results may differ materially. The container leasing market generally softened during the fourth quarter of 1995 and has remained so during the first quarter of 1996. At March 31, 1996, container inventories remained at larger-than-usual levels, resulting in a decline in the Registrant's average utilization rate from 86% at December 31, 1995 to 84% at March 31, 1996. During the first quarter of 1996, the Leasing Company implemented various marketing strategies, including but not limited to, offering incentives to shipping companies and repositioning containers to high demand locations in order to counter these market conditions. The Leasing Company expects the Registrant to recognize the benefits of these efforts during the next few quarters of 1996. However, base per-diem rental rates have recently become subject to downward pressures within the container leasing market. A reduction in per-diem rental rates, combined with current utilization levels, could impact the Registrant's results from operations during the remainder of 1996. 2) Material changes in the results of operations between the three-month period ended March 31, 1996 and the three-month period ended March 31, 1995. Net lease revenue for the first quarter of 1996 was $206,817, a decline of 35% from the first quarter of 1995. Approximately 25% of the Registrant's net earnings for the three-month period ended March 31, 1996 were from gain on disposal of equipment, as compared to 22% for the same three-month period in the prior year. As the Registrant accelerates the disposal of its containers in subsequent periods, net gain on disposal will contribute significantly to the Registrant's net earnings. Gross rental revenue (a component of net lease revenue) for the quarter ended March 31, 1996 was $349,557, reflecting a decline of 36% from the same three-month period in 1995. During 1996, gross rental revenue was primarily impacted by the Registrant's diminishing fleet size. Average per-diem rental rates remained relatively stable when compared to the same period in the prior year. The Registrant's average fleet size and utilization rates for the three-month periods ended March 31, 1996 and March 31, 1995 were as follows:
Three Months Ended ------------------ March 31, March 31, 1996 1995 ---- ---- Average Fleet Size (measured in twenty-foot equivalent units (TEU)) 2,813 4,295 Average Utilization 84% 85%
Rental equipment operating expenses were 23% of the Registrant's gross lease revenue during the three-month period ended March 31, 1996, as compared to 20% during the three-month period ended March 31, 1995. This increase was largely attributable to an increase in costs associated with slightly lower utilization levels, including handling, storage and repositioning. The Registrant's declining fleet size also contributed to a reduction in its operating performance. Accordingly, base management and incentive fees declined when compared to the same period in the prior year. 11 12 PART II - OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K (a) Exhibits
Exhibit No. Description Method of Filing --- ----------- ---------------- 3(a) Limited Partnership Agreement of the Registrant, amended and * restated as of February 11, 1981 3(b) Certificate of Limited Partnership of the Registrant ** 27 Financial Data Schedule Filed with this document
(b) Reports on Form 8-K No reports on Form 8-K were filed by the Registrant during the quarter ended March 31, 1996 - -------------------- * Incorporated by reference to Exhibit "A" to the Prospectus of the Registrant dated February 12, 1981, included as part of Registration Statement on Form S-1 (No. 2-70401) ** Incorporated by reference to Exhibit 3.4 to the Registration Statement on Form S-1 (No. 2-70401) 12 13 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 MARINE CONTAINER INCOME FUND III (A California Limited Partnership) By Cronos Capital Corp. The Managing General Partner By /s/ JOHN KALLAS ------------------------------ John Kallas Vice President, Chief Financial Officer Principal Accounting Officer Date: May 14, 1996 13 14 EXHIBIT INDEX
Exhibit No. Description Method of Filing --- ----------- ---------------- 3(a) Limited Partnership Agreement of the Registrant, amended and * restated as of February 11, 1981 3(b) Certificate of Limited Partnership of the Registrant ** 27 Financial Data Schedule Filed with this document
- ---------------- * Incorporated by reference to Exhibit "A" to the Prospectus of the Registrant dated February 12, 1981, included as part of Registration Statement on Form S-1 (No. 2-70401) ** Incorporated by reference to Exhibit 3.4 to the Registration Statement on Form S-1 (No. 2-70401) EX-27 2 FINANCIAL DATA SCHEDULE
5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE BALANCE SHEET AT MARCH 31, 1996 (UNAUDITED) AND THE STATEMENT OF OPERATIONS FOR THE QUARTERLY PERIOD ENDED MARCH 31, 1996 (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 MARCH 31, 1996 3-MOS DEC-31-1996 JAN-01-1996 MAR-31-1996 688321 0 496480 0 0 1184801 5734378 4001814 2917365 0 0 0 0 0 2917365 2917365 0 206817 0 9493 0 0 0 0 0 0 0 0 0 277655 0 0
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