-----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, U0Zendw8yMnO7oh0jfovzjwUCICjgIoPg15J/fXQ8RxzRsp5M/6PmnndYhd8Oo10 0jsytyloByfHzY9WC/qIhg== 0000950149-97-001244.txt : 19970617 0000950149-97-001244.hdr.sgml : 19970617 ACCESSION NUMBER: 0000950149-97-001244 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19970331 FILED AS OF DATE: 19970616 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: IEA INCOME FUND VIII CENTRAL INDEX KEY: 0000821097 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-EQUIPMENT RENTAL & LEASING, NEC [7359] IRS NUMBER: 943046886 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-17942 FILM NUMBER: 97624473 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 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, 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 0-17942 IEA INCOME FUND VIII, (A CALIFORNIA LIMITED PARTNERSHIP) (Exact name of registrant as specified in its charter) CALIFORNIA 94-3046886 (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 VIII, (A CALIFORNIA LIMITED PARTNERSHIP) REPORT ON FORM 10-Q FOR THE QUARTERLY PERIOD ENDED MARCH 31, 1997 TABLE OF CONTENTS
PAGE PART I - FINANCIAL INFORMATION Item 1. Financial Statements Balance Sheets - March 31, 1997 (unaudited) and December 31, 1996 4 Statements of Operations for the three months ended March 31, 1997 and 1996 (unaudited) 5 Statements of Cash Flows for the three months ended March 31, 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. Exhibit 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 March 31, 1997 and December 31, 1996, statements of operations for the three months ended March 31, 1997 and 1996, and statements of cash flows for the three months ended March 31, 1997 and 1996. 3 4 IEA INCOME FUND VIII, (A CALIFORNIA LIMITED PARTNERSHIP) BALANCE SHEETS (UNAUDITED)
March 31, December 31, 1997 1996 ----------- ------------ Assets ------ Current assets: Cash and cash equivalents, includes $589,898 at March 31, 1997 and $669,671 at December 31, 1996 in interest-bearing accounts $ 615,636 $ 669,932 Net lease receivables due from Leasing Company (notes 1 and 2) 260,538 283,701 ----------- ----------- Total current assets 876,174 953,633 ----------- ----------- Container rental equipment, at cost 11,413,014 11,525,864 Less accumulated depreciation 5,328,924 5,217,353 ----------- ----------- Net container rental equipment 6,084,090 6,308,493 ----------- ----------- $ 6,960,264 $ 7,262,126 =========== =========== Partners' Capital ----------------- Partners' capital: General partner $ 3,425 $ 4,943 Limited partners 6,956,839 7,257,183 ----------- ----------- Total partners' capital 6,960,264 7,262,126 ----------- ----------- $ 6,960,264 $ 7,262,126 =========== ===========
The accompanying notes are an integral part of these financial statements. 4 5 IEA INCOME FUND VIII, (A CALIFORNIA LIMITED PARTNERSHIP) STATEMENTS OF OPERATIONS (UNAUDITED)
Three Months Ended ----------------------- March 31, March 31, 1997 1996 --------- -------- Net lease revenue (notes 1 and 3) $286,365 $456,311 Other operating expenses: Depreciation 165,469 174,777 Other general and administrative expenses 7,372 6,518 -------- -------- 172,841 181,295 -------- -------- Earnings from operations 113,524 275,016 Other income: Interest income 7,567 9,734 Net gain on disposal of equipment 37,509 36,324 -------- -------- 45,076 46,058 -------- -------- Net earnings $158,600 $321,074 ======== ======== Allocation of net earnings: General partner $ 35,797 $ 52,419 Limited partners 122,803 268,655 -------- -------- $158,600 $321,074 ======== ======== Limited partners' per unit share of net earnings $ 5.71 $ 12.50 ======== ========
The accompanying notes are an integral part of these financial statements. 5 6 IEA INCOME FUND VIII, (A CALIFORNIA LIMITED PARTNERSHIP) STATEMENTS OF CASH FLOWS (UNAUDITED)
Three Months Ended -------------------------- March 31, March 31, 1997 1996 --------- --------- Net cash provided by operating activities $ 316,828 $ 471,316 Cash flows provided by (used in) investing activities: Proceeds from sale of container rental equipment 89,338 55,881 Acquisition fees paid to general partner -- (6,031) --------- --------- 89,338 49,850 --------- --------- Cash flows used in financing activities: Distribution to partners (460,462) (597,780) --------- --------- Net decrease in cash and cash equivalents (54,296) (76,614) Cash and cash equivalents at January 1 669,932 807,639 --------- --------- Cash and cash equivalents at March 31 $ 615,636 $ 731,025 ========= =========
The accompanying notes are an integral part of these financial statements. 6 7 IEA INCOME FUND VIII, (A CALIFORNIA LIMITED PARTNERSHIP) NOTES TO UNAUDITED FINANCIAL STATEMENTS (1) Summary of Significant Accounting Policies (a) Nature of Operations IEA Income Fund VIII, A California Limited Partnership (the "Partnership") was organized under the laws of the State of California on August 31, 1987 for the purpose of owning and leasing marine cargo containers. Cronos Capital Corp. ("CCC") is the general partner and, with its affiliate Cronos Containers Limited (the "Leasing Company"), manages the business of the Partnership. The Partnership shall continue until December 31, 2008, unless sooner terminated upon the occurrence of certain events. The Partnership commenced operations on January 6, 1988, 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, 1988, at which time 21,493 limited partnership units had been purchased. As of March 31, 1997, the Partnership operated 2,003 twenty-foot, 2,071 forty-foot and 135 forty-foot high-cube 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. (Continued) 7 8 IEA INCOME FUND VIII, (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, and reimbursed administrative expenses 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 March 31, 1997 and December 31, 1996 were as follows:
March 31, December 31, 1997 1996 --------- ------------ Lease receivables, net of doubtful accounts of $134,608 at March 31, 1997 and $137,194 at December 31, 1996 $593,457 $621,759 Less: Direct operating payables and accrued expenses 183,212 170,099 Damage protection reserve 88,124 104,457 Base management fees 51,871 52,702 Reimbursed administrative expenses 9,712 10,800 -------- -------- $260,538 $283,701 ======== ========
(Continued) 8 9 IEA INCOME FUND VIII, (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 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-month periods ended March 31, 1997 and 1996, was as follows: Three Months Ended
Three Months Ended ----------------------- March 31, March 31, 1997 1996 -------- --------- Rental revenue $533,814 $737,442 Less: Rental equipment operating expenses 179,213 189,957 Base management fees 37,218 49,439 Reimbursed administrative expenses 31,018 41,735 -------- -------- $286,365 $456,311 ======== ========
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, 1997 and December 31, 1996. During the first quarter of 1997, the Registrant disposed of 44 containers as part of its ongoing operations. At March 31, 1997, 88% of the original equipment remained in the Registrant's fleet, as compared to 89% at December 31, 1996, and was comprised of the following:
40-Foot 20-Foot 40-Foot High Cube ------- ------- --------- Containers on lease: Term leases 148 220 15 Master lease 1,256 1,232 96 ----- ----- ----- Subtotal 1,404 1,452 111 Containers off lease 599 619 24 ----- ----- ----- Total container fleet 2,003 2,071 135 ===== ===== =====
40-Foot 20-Foot 40-Foot High Cube ----------------- ----------------- ------------------ Units % Units % Units % ----- ----- ----- ----- ----- ----- Total purchases 2,244 100% 2,396 100% 150 100% Less disposals 241 11% 325 14% 15 10% ----- ----- ----- ----- ----- ----- Remaining fleet at March 31, 1997 2,003 89% 2,071 86% 135 90% ===== ===== ===== ===== ===== =====
The Registrant's operating performance contributed to an 8% decline in net lease receivables at March 31, 1997 when compared to December 31, 1996. During the first quarter of 1997, distributions from operations and sales proceeds amounted to $460,462, reflecting distributions to the general and limited partners for the fourth quarter of 1996. This represents a decline from the $597,033 distributed during the fourth quarter of 1996, reflecting distributions for the third quarter of 1996. 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. These conditions continued to exist throughout the first quarter of 1997, contributing to decline in the Registrant's average utilization rate from 76% at December 31, 1996 to 71% at March 31, 1997. The Leasing Company continues to implement various marketing strategies, including but not limited to, offering incentives to shipping companies, repositioning containers to high demand locations and focusing towards term leases and other leasing opportunities including the leasing of containers for local storage, in order to counter current leasing market conditions. These conditions are expected to continue throughout 1997, impacting the Registrant's liquidity and capital resources. 10 11 2) Material changes in the results of operations between the three-month period ended March 31, 1997 and the three-month period ended March 31, 1996. Net lease revenue for the first quarter of 1997 was $286,365, a decline of approximately 37% from the first quarter of 1996. Approximately 24% of the Registrant's net earnings for the three-month period ended March 31, 1997, were from gain on disposal of equipment, as compared to 11% for the same three-month period in the prior year. 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 disposal. Gross rental revenue (a component of net lease revenue) for the quarter was $533,814, a decline of 28% from the same period last year. During 1997, gross rental revenue was primarily impacted by the sluggish container leasing market conditions that existed during 1996 and throughout the first quarter of 1997. As a result, average per-diem rental rates declined 13% 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, 1997 and 1996 were as follows:
Three Months Ended -------------------------- March 31, March 31, 1997 1996 ---------- --------- Average Fleet Size (measured in twenty-foot equivalent units (TEU)) 6,431 6,856 Average Utilization 71% 79%
The Registrant's aging and declining fleet size contributed to a 5% decline in depreciation expense when compared to the same period in the prior year. Rental equipment operating expenses were 34% of the Registrant's gross lease revenue during the three-month period ended March 31, 1997, as compared to 26% during the three-month period ended March 31, 1996. This increase was largely attributable to an increase 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. The Parent Company is the indirect corporate parent of Cronos Capital Corp., the 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 General Partner or the Registrant, Arthur Andersen confirmed to the 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. The Registrant does not, at this time, have sufficient information to determine the impact, if any, that 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 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 past 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. 11 12 During the Registrant's two most recent 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. Due to the nature and timing of Arthur Andersen's resignation, the Parent Company and General Partner were unable to name a successor auditor on behalf of the Registrant until it retained 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. 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 October 13, 1987 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, dated February 7, 1997 and Amendment No. 1 to Report on Form 8-K dated February 26, 1997, reporting the resignation of the Registrant's certifying accountant. 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 October 13, 1987, included as part of Registration Statement on Form S-1 (No. 33-16984) ** Incorporated by reference to Exhibit 3.4 to the Registration Statement on Form S-1 (No. 33-16984) 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 VIII, A California Limited Partnership By Cronos Capital Corp. The General Partner By /s/ JOHN KALLAS ---------------------------- John Kallas Vice President, Treasurer Principal Finance & Accounting Officer Date: June 16, 1997 14 15 EXHIBIT INDEX
Exhibit No. Description Method of Filing - ------- ----------- ---------------- 3(a) Limited Partnership Agreement of the Registrant, amended and * restated as of October 13, 1987 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 October 13, 1987, included as part of Registration Statement on Form S-1 (No. 33-16984) ** Incorporated by reference to Exhibit 3.4 to the Registration Statement on Form S-1 (No. 33-16984) EX-27 2 FINANCIAL DATA SCHEDULE
5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE BALANCE SHEET AT MARCH 31, 1997 (UNAUDITED) AND THE STATEMENT OF OPERATIONS FOR THE QUARTERLY PERIOD ENDED MARCH 31, 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 MARCH 31, 1997 3-MOS DEC-31-1997 JAN-01-1997 MAR-31-1997 615,636 0 260,538 0 0 876,174 11,413,014 5,328,924 6,960,264 0 0 0 0 0 6,960,264 6,960,264 0 286,365 0 172,841 0 0 0 0 0 0 0 0 0 158,600 0 0
-----END PRIVACY-ENHANCED MESSAGE-----