-----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, GWQeMNnjpMHd/heBLomhbyK/1DN/oGqsVcxq35k4nSdOYnohxLPPHFA5muFOcOWC Aye6PbbPcR5VoF4pu+eC9A== 0000950149-97-001543.txt : 19970814 0000950149-97-001543.hdr.sgml : 19970814 ACCESSION NUMBER: 0000950149-97-001543 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19970630 FILED AS OF DATE: 19970813 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: IEA INCOME FUND VII CENTRAL INDEX KEY: 0000803511 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-EQUIPMENT RENTAL & LEASING, NEC [7359] IRS NUMBER: 942966976 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-16834 FILM NUMBER: 97658986 BUSINESS ADDRESS: STREET 1: 444 MARKET ST 15TH FLR CITY: SAN FRANCISCO STATE: CA ZIP: 94111 BUSINESS PHONE: 4156778990 10-Q 1 FORM 10-Q FOR PERIOD ENDING 6/30/97 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 1997 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 0-16834 IEA INCOME FUND VII, (A CALIFORNIA LIMITED PARTNERSHIP) (Exact name of registrant as specified in its charter) California 94-2966976 (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 INCOME FUND VII, (A CALIFORNIA LIMITED PARTNERSHIP) REPORT ON FORM 10-Q FOR THE QUARTERLY PERIOD ENDED JUNE 30, 1997 TABLE OF CONTENTS
PAGE PART I - FINANCIAL INFORMATION Item 1. Financial Statements Balance Sheets - June 30, 1997 (unaudited) and December 31, 1996 4 Statements of Operations for the three and six months ended June 30, 1997 and 1996 (unaudited) 5 Statements of Cash Flows for the six months ended June 30, 1997 and 1996 (unaudited) 6 Notes to Financial Statements (unaudited) 7 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 10 PART II - OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K 13
2 3 PART I - FINANCIAL INFORMATION Item 1. Financial Statements Presented herein are the Registrant's balance sheets as of June 30, 1997 and December 31, 1996, statements of operations for the three and six months ended June 30, 1997 and 1996, and statements of cash flows for the six months ended June 30, 1997 and 1996. 3 4 IEA INCOME FUND VII, (A CALIFORNIA LIMITED PARTNERSHIP) BALANCE SHEETS (UNAUDITED)
June 30, December 31, 1997 1996 ---------- ------------ Assets ------ Current assets: Cash and cash equivalents, includes $296,945 at June 30, 1997 and $330,894 at December 31, 1996 in interest-bearing accounts $ 309,254 $ 331,167 Net lease receivables due from Leasing Company (notes 1 and 2) 115,388 126,589 ---------- ---------- Total current assets 424,642 457,756 ---------- ---------- Container rental equipment, at cost 4,491,820 4,666,319 Less accumulated depreciation 2,447,461 2,414,262 ---------- ---------- Net container rental equipment 2,044,359 2,252,057 ---------- ---------- $2,469,001 $2,709,813 ========== ========== Partners' Capital ----------------- Partners' capital: General partners $ 11,209 $ 9,390 Limited partners 2,457,792 2,700,423 ---------- ---------- Total partners' capital 2,469,001 2,709,813 ---------- ---------- $2,469,001 $2,709,813 ========== ==========
The accompanying notes are an integral part of these financial statements. 4 5 IEA INCOME FUND VII, (A CALIFORNIA LIMITED PARTNERSHIP) STATEMENTS OF OPERATIONS (UNAUDITED)
Three Months Ended Six Months Ended ------------------------- ----------------------- June 30, June 30, June 30, June 30, 1997 1996 1997 199 ---------- ---------- ------- --------- 1996 Net lease revenue (notes 1 and 3) $ 112,900 $ 156,554 $234,230 $ 334,649 Other operating expenses: Depreciation 64,500 68,293 130,235 138,037 Other general and administrative expenses 6,898 4,619 12,462 9,077 ---------- ---------- -------- --------- 71,398 72,912 142,697 147,114 ---------- ---------- -------- --------- Earnings from operations 41,502 83,642 91,533 187,535 Other income: Interest income 2,998 4,054 6,149 8,319 Net gain on disposal of equipment 20,351 23,599 30,194 32,241 ---------- ---------- -------- --------- 23,349 27,653 36,343 40,560 ---------- ---------- -------- --------- Net earnings $ 64,851 $ 111,295 $127,876 $ 228,095 ========== ========== ======== ========= Allocation of net earnings: General partners $ 18,634 $ 23,336 $ 38,688 $ 48,417 Limited partners 46,217 87,959 89,188 179,678 ---------- ---------- -------- --------- $ 64,851 $ 111,295 $127,876 $ 228,095 ========== ========== ======== ========= Limited partners' per unit share of net earnings $ 4.97 $ 9.44 $ 9.58 $ 19.29 ========== ========== ======== =========
The accompanying notes are an integral part of these financial statements. 5 6 IEA INCOME FUND VII, (A CALIFORNIA LIMITED PARTNERSHIP) STATEMENTS OF CASH FLOWS (UNAUDITED)
Six Months Ended ------------------------- June 30, June 30, 1997 1996 --------- --------- Net cash provided by operating activities $ 259,828 $ 328,000 Cash flows provided by investing activities: Proceeds from disposal of equipment 86,947 55,583 Cash flows used in financing activities: Distribution to partners (368,688) (462,476) --------- --------- Net decrease in cash and cash equivalents (21,913) (78,893) Cash and cash equivalents at January 1 331,167 383,705 --------- --------- Cash and cash equivalents at June 30 $ 309,254 $ 304,812 ========= =========
The accompanying notes are an integral part of these financial statements. 6 7 IEA INCOME FUND VII, (A CALIFORNIA LIMITED PARTNERSHIP) NOTES TO UNAUDITED FINANCIAL STATEMENTS (1) Summary of Significant Accounting Policies (a) Nature of Operations IEA Income Fund VII, A California Limited Partnership (the "Partnership") was organized under the laws of the State of California on June 27, 1985 for the purpose of owning and leasing marine cargo containers. The managing general partner is Cronos Capital Corp. ("CCC"); the associate general partners include seven individuals, one is an officer of CCC. CCC, with its affiliate Cronos Containers Limited (the "Leasing Company"), manages the business of the Partnership. The Partnership shall continue until December 31, 2007, unless sooner terminated upon the occurrence of certain events. The Partnership commenced operations on February 2, 1987, when the minimum subscription proceeds of $1,000,000 were obtained. The Partnership offered 40,000 units of limited partnership interest at $500 per unit, or $20,000,000. The offering terminated on August 31, 1987, at which time 9,314 limited partnership units had been purchased. As of June 30, 1997, the Partnership owned and operated 878 twenty-foot and 918 forty-foot marine dry cargo containers. (b) Leasing Company and Leasing Agent Agreement Pursuant to the Limited Partnership Agreement of the Partnership, all authority to administer the business of the Partnership is vested in CCC. CCC has entered into a Leasing Agent Agreement whereby the Leasing Company has the responsibility to manage the leasing operations of all equipment owned by the Partnership. Pursuant to the Agreement, the Leasing Company is responsible for leasing, managing and re-leasing the Partnership's containers to ocean carriers and has full discretion over which ocean carriers and suppliers of goods and services it may deal with. The Leasing Agent Agreement permits the Leasing Company to use the containers owned by the Partnership, together with other containers owned or managed by the Leasing Company and its affiliates, as part of a single fleet operated without regard to ownership. Since the Leasing Agent Agreement meets the definition of an operating lease in Statement of Financial Accounting Standards (SFAS) No. 13, it is accounted for as a lease under which the Partnership is lessor and the Leasing Company is lessee. The Leasing Agent Agreement generally provides that the Leasing Company will make payments to the Partnership based upon rentals collected from ocean carriers after deducting direct operating expenses and management fees to CCC. The Leasing Company leases containers to ocean carriers, generally under operating leases which are either master leases or term leases (mostly two to five years). Master leases do not specify the exact number of containers to be leased or the term that each container will remain on hire but allow the ocean carrier to pick up and drop off containers at various locations; rentals are based upon the number of containers used and the applicable per-diem rate. Accordingly, rentals under master leases are all variable and contingent upon the number of containers used. Most containers are leased to ocean carriers under master leases; leasing agreements with fixed payment terms are not material to the financial statements. Since there are no material minimum lease rentals, no disclosure of minimum lease rentals is provided in these financial statements. 7 8 IEA INCOME FUND VII, (A CALIFORNIA LIMITED PARTNERSHIP) NOTES TO UNAUDITED FINANCIAL STATEMENTS (c) Basis of Accounting The Partnership utilizes the accrual method of accounting. Net lease revenue is recorded by the Partnership in each period based upon its leasing agent agreement with the Leasing Company. Net lease revenue is generally dependent upon operating lease rentals from operating lease agreements between the Leasing Company and its various lessees, less direct operating expenses and management fees due in respect of the containers specified in each operating lease agreement. (d) Financial Statement Presentation These financial statements have been prepared without audit. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting procedures have been omitted. It is suggested that these financial statements be read in conjunction with the financial statements and accompanying notes in the Partnership's latest annual report on Form 10-K. The preparation of financial statements in conformity with generally accepted accounting principles (GAAP) requires the Partnership to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reported period. Actual results could differ from those estimates. The interim financial statements presented herewith reflect all adjustments of a normal recurring nature which are, in the opinion of management, necessary to a fair statement of the financial condition and results of operations for the interim periods presented. (2) Net Lease Receivables Due from Leasing Company Net lease receivables due from the Leasing Company are determined by deducting direct operating payables and accrued expenses, base management fees payable, reimbursed administrative expenses, and incentive fees payable to CCC and its affiliates from the rental billings payable by the Leasing Company to the Partnership under operating leases to ocean carriers for the containers owned by the Partnership. Net lease receivables at June 30, 1997 and December 31, 1996 were as follows:
June 30, December 31, 1997 1996 -------- ------------ Lease receivables, net of doubtful accounts of $88,154 at June 30, 1997 and $87,523 at December 31, 1996 $283,479 $287,953 Less: Direct operating payables and accrued expenses 82,005 67,041 Damage protection reserve 34,724 40,733 Base management fees 26,786 26,630 Reimbursed administrative expenses 4,093 4,681 Incentive fees 20,483 22,279 -------- -------- $115,388 $126,589 ======== ========
8 9 IEA INCOME FUND VII, (A CALIFORNIA LIMITED PARTNERSHIP) NOTES TO UNAUDITED FINANCIAL STATEMENTS (3) Net Lease Revenue Net lease revenue is determined by deducting direct operating expenses, base management and incentive fees and reimbursed administrative expenses to CCC from the rental revenue billed by the Leasing Company under operating leases to ocean carriers for the containers owned by the Partnership. Net lease revenue for the three and six-month periods ended June 30, 1997 and 1996, was as follows:
Three Months Ended Six Months Ended -------------------------- ------------------------ June 30, June 30, June 30, June 30, 1997 1996 1997 1996 ---------- ----------- ---------- ---------- Rental revenue $232,019 $292,949 $471,928 $619,085 Less: Rental equipment operating expenses 70,277 79,155 139,620 165,324 Base management fees 15,909 19,181 32,650 40,743 Reimbursed administrative expenses 12,450 16,858 26,259 34,889 Incentive fees 20,483 21,201 39,169 43,480 -------- -------- -------- -------- $112,900 $156,554 $234,230 $334,649 ======== ======== ======== ========
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 June 30, 1997 and December 31, 1996. During the first six months of 1997, the Registrant disposed of 72 containers as part of its ongoing operations. At June 30, 1997, 85% of the original equipment remained in the Registrant's fleet, as compared to 89% at December 31, 1996, and was comprised of the following:
20-Foot 40-Foot ------- ------- Containers on lease: Term leases 82 94 Master lease 577 608 --- --- Subtotal 659 702 Containers off lease 219 216 --- --- Total container fleet 878 918 === ===
20-Foot 40-Foot --------------- ---------------- Units % Units % ------ ----- ------ ----- Total purchases 1,001 100% 1,104 100% Less disposals 123 12% 186 17% ------ ---- ------ ---- Remaining fleet at June 30, 1997 878 88% 918 83% ====== ==== ====== ====
During the second quarter of 1997, distributions from operations and sales proceeds amounted to $168,174, reflecting distributions to the general and limited partners for the first quarter of 1997. This represents a decline from the $200,514 distributed during the first quarter of 1997, reflecting distributions for the fourth quarter of 1996. The Registrant's disposal activity should produce lower operating results and, consequently, lower distributions from operations to its partners in subsequent periods. However, sales proceeds distributed to its partners may fluctuate in subsequent periods, reflecting the level of container disposals. During 1996, ocean carriers and other transport companies moved away from leasing containers outright, as declining container prices, favorable interest rates and the abundance of available capital resulted in ocean carriers and transport companies purchasing a larger share of equipment for their own account, reducing the demand for leased containers. Once the demand for leased containers began to fall, per-diem rental rates were also adversely affected, contributing to an uncertain start to 1997. Since the beginning of the year, the container leasing industry has experienced an upward trend in container utilization. This trend can also be seen within the Registrant's utilization rate, which increased from 73% at December 31, 1996 to 76% at June 30, 1997. During 1996, shipping lines and other transport companies had reduced their leased fleets to minimal levels in an attempt to reduce costs. However, increasing cargo volumes and continued equipment imbalances within the container fleets of shipping lines and transport companies have established a need for these companies to replenish their leased fleets. Although there has been an improvement in container utilization rates, per-diem rental rates continue to remain under pressure. The decline in per-diem rental rates from those evidenced during 1996 can be attributed to the following factors: three new leasing companies have offered new containers and low rental rates in an effort to break into the leasing market; established leasing companies have reduced rates to very low levels; and a continued over supply of containers. Although these conditions are expected to continue to impact the Registrant's financial condition and operating performance throughout 1997, the long-term outlook remains a positive one. 10 11 2) Material changes in the results of operations between the three and six-month periods ended June 30, 1997 and the three and six-month periods ended June 30, 1996. Net lease revenue for the three and six-month periods ended June 30, 1997 was $112,900 and $234,230, respectively, a decline of approximately 28% and 30% from the same three and six-month periods in the prior year, respectively. Approximately 31% and 24% of the Registrant's net earnings for the three and six-month periods ended June 30, 1997, respectively, were from gain on disposal of equipment, as compared to 21% and 14% for the same three and six-month periods in the prior year, respectively. As the Registrant's container disposals increase in subsequent periods, net gain on disposal should contribute significantly to the Registrant's net earnings and may fluctuate dependent on the level of container disposals. Gross rental revenue (a component of net lease revenue) for the three and six-month periods ended June 30, 1997 was $232,019 and $471,928, respectively, reflecting a decline of 21% and 24% from the same three and six-month periods in 1996, respectively. During 1997, gross rental revenue was impacted by the Registrant's fleet size, a decline in per-diem rental rates and a decline in utilization. Average per-diem rental rates, decreased approximately 14% and 13% when compared to the same three and six-month periods in the prior year, respectively. Utilization of the Registrant's fleet of containers, which steadily increased since December 31, 1996, did not recover to the same levels experienced during the three and six-month periods ended June 30, 1996. The Registrant's average fleet size and utilization rates for the three and six-month periods ended June 30, 1997 and June 30, 1996 were as follows:
Three Months Ended Six Months Ended --------------------- --------------------- June 30, June 30, June 30, June 30, 1997 1996 1997 1996 -------- -------- --------- -------- Average Fleet Size (measured in twenty-foot equivalent units (TEU)) 2,750 2,941 2,786 2,966 Average Utilization 75% 79% 74% 79%
The Registrant's declining fleet size contributed to a 6% decline in depreciation expense in each of the three and six-month periods ended June 30, 1997, respectively, when compared to the same three and six-month periods in the prior year. Rental equipment operating expenses were 30% and 29% of the Registrant's gross lease revenue during the three and six-month periods ended June 30, 1997, respectively, as compared to 27% in each of the three and six-month periods ended June 30, 1996. These increases were largely attributable to increases in costs associated with lower utilization levels, including handling and storage. As reported in the Registrant's Current Report on Form 8-K and Amendment No. 1 to Current Report on Form 8-K, filed with the Commission on February 7, 1997 and February 26, 1997, respectively, Arthur Andersen, London, England, resigned as auditors of The Cronos Group, a Luxembourg Corporation headquartered in Orchard Lea, England (the "Parent Company"), on February 3, 1997. 11 12 The Parent Company is the indirect corporate parent of Cronos Capital Corp., the managing general partner of the Registrant. In its letter of resignation to the Parent Company, Arthur Andersen states that it resigned as auditors of the Parent Company and all other entities affiliated with the Parent Company. While its letter of resignation was not addressed to the managing general partner or the Registrant, Arthur Andersen confirmed to the managing general partner that its resignation as auditors of the entities referred to in its letter of resignation included its resignation as auditors of Cronos Capital Corp. and the Registrant. Following Arthur Andersen's resignation, the Parent Company subsequently received notification from the Securities and Exchange Commission that it was conducting a private investigation of the Parent Company regarding the events and circumstances leading to Arthur Andersen's resignation. The results of this investigation are still pending. Accordingly, the Registrant does not, at this time, have sufficient information to determine the impact, if any, that the Securities and Exchange Commission investigation of the Parent Company and the concerns expressed by Arthur Andersen in its letter of resignation may have on the future operating results and financial condition of the Registrant or the Leasing Company's ability to manage the Registrant's fleet in subsequent periods. However, the managing general partner of the Registrant does not believe, based upon the information currently available to it, that Arthur Andersen's resignation was triggered by any concern over the accounting policies and procedures followed by the Registrant. Arthur Andersen's report on the financial statements of Cronos Capital Corp. and the Registrant, for either of the previous two years, has not contained an adverse opinion or a disclaimer of opinion, nor was any such report qualified or modified as to uncertainty, audit scope, or accounting principles. During the Registrant's previous two fiscal years and the subsequent interim period preceding Arthur Andersen's resignation, there have been no disagreements between Cronos Capital Corp. or the Registrant and Arthur Andersen on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure. The Registrant retained a new auditor, Moore Stephens, P.C. ("Moore Stephens") on April 10, 1997, as reported in the Registrant's Current Report on Form 8-K, filed April 14, 1997. The President of the Leasing Company, a subsidiary of the Parent Company, along with two marketing Vice Presidents, resigned in June 1997. These vacancies were filled by qualified, long-time employees who average over 15 years of experience in the container leasing industry, therefore providing continuity in the management of the Leasing Company. The Registrant and managing general partner do not believe these changes will have a material impact on the future operating results and financial condition of the Registrant. Cautionary Statement This Quarterly Report on Form 10-Q contains statements relating to future results of the Registrant, including certain projections and business trends, that are "forward-looking statements" as defined in the Private Securities Litigation Reform Act of 1995. Actual results may differ materially from those projected as a result of certain risks and uncertainties, including but not limited to changes in: economic conditions; trade policies; demand for and market acceptance of leased marine cargo containers; competitive utilization and per-diem rental rate pressures; as well as other risks and uncertainties, including but not limited to those described in the above discussion of the marine container leasing business under Item 2., Management's Discussion and Analysis of Financial Condition and Results of Operations; and those detailed from time to time in the filings of Registrant with the Securities and Exchange Commission. 12 13 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 December 1, 1986 3(b) Certificate of Limited Partnership of the Registrant ** 27 Financial Data Schedule Filed with this document
(b) Reports on Form 8-K The Registrant filed a Report on Form 8-K, April 14, 1997, reporting the appointment of the Registrant's successor certifying accountant. - ---------------- * Incorporated by reference to Exhibit "A" to the Prospectus of the Registrant dated December 3, 1986, included as part of Registration Statement on Form S-1 (No. 33-9351) ** Incorporated by reference to Exhibit 3.2 to the Registration Statement on Form S-1 (No. 33-9351) 13 14 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned thereunto duly authorized. IEA INCOME FUND VII, A California Limited Partnership By Cronos Capital Corp. The Managing General Partner By /s/ JOHN KALLAS -------------------------------------- John Kallas Vice President, Treasurer Principal Finance & Accounting Officer Date: August 14, 1997 14 15 EXHIBIT INDEX
Exhibit No. Description Method of Filing ------- ----------- ---------------- 3(a) Limited Partnership Agreement of the Registrant, amended and * restated as of December 1, 1986 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 December 3, 1986, included as part of Registration Statement on Form S-1 (No. 33-9351) ** Incorporated by reference to Exhibit 3.2 to the Registration Statement on Form S-1 (No. 33-9351) EX-27 2 FINANCIAL DATA SCHEDULE
5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE BALANCE SHEET AT JUNE 30, 1997 (UNAUDITED) AND THE STATEMENT OF OPERATIONS FOR THE QUARTERLY PERIOD ENDED JUNE 30, 1997 (UNAUDITED) AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS INCLUDED AS PART OF ITS QUARTERLY REPORT ON FORM 10-Q FOR THE PERIOD JUNE 30, 1997. 6-MOS DEC-31-1997 JAN-01-1997 JUN-30-1997 309,254 0 115,388 0 0 424,642 4,491,820 2,447,461 2,469,001 0 0 0 0 0 2,469,001 2,469,001 0 234,230 0 142,697 0 0 0 0 0 0 0 0 0 127,876 0 0
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