10-Q 1 e10-q.txt QUARTER REPORT 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, 2000 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 0-19770 IEA INCOME FUND XI, L.P. (Exact name of registrant as specified in its charter) California 94-3122430 (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 XI, L.P. REPORT ON FORM 10-Q FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2000 TABLE OF CONTENTS
PAGE PART I - FINANCIAL INFORMATION Item 1. Financial Statements Condensed Balance Sheets - June 30, 2000 and December 31, 1999 (unaudited) 4 Condensed Statements of Operations for the three and six months ended June 30, 2000 and 1999 (unaudited) 5 Condensed Statements of Cash Flows for the six months ended June 30, 2000 and 1999 (unaudited) 6 Notes to Condensed Financial Statements (unaudited) 7 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 10 Item 3. Quantitative and Qualitative Disclosures About Market Risk 11 PART II - OTHER INFORMATION Item 1. Legal Proceedings 12 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 condensed balance sheets as of June 30, 2000 and December 31, 1999, condensed statements of operations for the three and six months ended June 30, 2000 and 1999, and condensed statements of cash flows for the six months ended June 30, 2000 and 1999. 3 4 IEA INCOME FUND XI, L.P. CONDENSED BALANCE SHEETS (UNAUDITED)
June 30, December 31, 2000 1999 ------------- ------------- Assets Current assets: Cash and cash equivalents, includes $1,226,008 at June 30, 2000 and $1,309,950 at December 31, 1999 in interest-bearing accounts $ 1,274,253 $ 1,310,050 Net lease receivables due from Leasing Company (notes 1 and 2) 526,264 423,048 ------------- ------------- Total current assets 1,800,517 1,733,098 ------------- ------------- Container rental equipment, at cost 31,531,359 33,358,710 Less accumulated depreciation 16,069,020 16,077,971 ------------- ------------- Net container rental equipment 15,462,339 17,280,739 ------------- ------------- Total assets $ 17,262,856 $ 19,013,837 ============= ============= Liabilities and Partners' Capital Current liabilities: Accrued expenses $ 45,000 $ 75,000 ------------- ------------- Total current liabilities 45,000 75,000 ------------- ------------- Partners' capital (deficit): General partner (97,992) (80,783) Limited partners 17,315,848 19,019,620 ------------- ------------- Total partners' capital 17,217,856 18,938,837 ------------- ------------- Total liabilities and partners' capital $ 17,262,856 $ 19,013,837 ============= =============
The accompanying notes are an integral part of these condensed financial statements. 4 5 IEA INCOME FUND XI, L.P. CONDENSED STATEMENTS OF OPERATIONS (UNAUDITED)
Three Months Ended Six Months Ended ----------------------------- ----------------------------- June 30, June 30, June 30, June 30, 2000 1999 2000 1999 ----------- ----------- ----------- ----------- Net lease revenue (notes 1 and 3) $ 599,442 $ 499,455 $ 1,154,684 $ 1,096,815 Other operating expenses: Depreciation 468,159 502,463 948,906 1,006,672 Other general and administrative expenses 21,552 16,354 43,292 39,389 ----------- ----------- ----------- ----------- 489,711 518,817 992,198 1,046,061 ----------- ----------- ----------- ----------- Income (loss) from operations 109,731 (19,362) 162,486 50,754 Other income (loss): Interest income 13,929 18,380 31,755 34,461 Net loss on disposal of equipment (193,790) (26,540) (253,847) (233,026) ----------- ----------- ----------- ----------- (179,861) (8,160) (222,092) (198,565) ----------- ----------- ----------- ----------- Net loss $ (70,130) $ (27,522) $ (59,606) $ (147,811) =========== =========== =========== =========== Allocation of net income (loss): General partner $ 21,402 $ 27,256 $ 44,313 $ 53,251 Limited partners (91,532) (54,778) (103,919) (201,062) ----------- ----------- ----------- ----------- $ (70,130) $ (27,522) $ (59,606) $ (147,811) =========== =========== =========== =========== Limited partners' per unit share of net loss $ (0.04) $ (0.03) $ (0.05) $ (0.10) =========== =========== =========== ===========
The accompanying notes are an integral part of these condensed financial statements. 5 6 IEA INCOME FUND XI, L.P. CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED)
Six Months Ended ----------------------------- June 30, June 30, 2000 1999 ----------- ----------- Net cash provided by operating activities $ 1,272,968 $ 1,239,289 Cash provided by investing activities: Proceeds from disposal of equipment 352,610 414,512 Cash used in financing activities: Distribution to partners (1,661,375) (1,469,288) ----------- ----------- Net increase (decrease) in cash and cash equivalents (35,797) 184,513 Cash and cash equivalents at January 1 1,310,050 1,506,163 ----------- ----------- Cash and cash equivalents at June 30 $ 1,274,253 $ 1,690,676 =========== ===========
The accompanying notes are an integral part of these condensed financial statements. 6 7 IEA INCOME FUND XI, L.P. NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS (1) Summary of Significant Accounting Policies (a) Nature of Operations IEA Income Fund XI, L.P. (the "Partnership") is a limited partnership organized under the laws of the State of California on July 30, 1990 for the purpose of owning and leasing marine cargo containers worldwide to ocean carriers. To this extent, the Partnership's operations are subject to the fluctuations of world economic and political conditions. Such factors may affect the pattern and levels of world trade. The Partnership believes that the profitability of, and risks associated with, leases to foreign customers is generally the same as those of leases to domestic customers. The Partnership's leases generally require all payments to be made in United States currency. Cronos Capital Corp. ("CCC") is the general partner and, with its affiliate Cronos Containers Limited (the "Leasing Company"), manages the business of the Partnership. CCC and the Leasing Company also manage the container leasing business for other partnerships affiliated with the general partner. The Partnership shall continue until December 31, 2010, unless sooner terminated upon the occurrence of certain events. The Partnership commenced operations on January 31, 1991, when the minimum subscription proceeds of $1,000,000 were obtained. The Partnership offered 2,000,000 units of limited partnership interest at $20 per unit, or $40,000,000. The offering terminated on November 30, 1991, at which time 1,999,812 limited partnership units had been purchased. (b) Leasing Company and Leasing Agent Agreement The Partnership 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 and the Leasing Company. The Leasing Company leases containers to ocean carriers, generally under operating leases which are either master leases or term leases (mostly one 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 condensed financial statements. 7 (Continued) 8 IEA INCOME FUND XI, L.P. NOTES TO UNAUDITED CONDENSED 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 condensed 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 condensed 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 accounting principles generally accepted in the United States (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. The results of operations for such interim periods are not necessarily indicative of the results to be expected for the full year. (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 June 30, 2000 and December 31, 1999 were as follows:
June 30 , December 31, 2000 1999 ---------- ---------- Gross lease receivables $1,302,179 $1,107,844 Less: Direct operating payables and accrued expenses 342,214 322,542 Damage protection reserve 101,272 127,239 Base management fees payable 90,988 103,287 Reimbursed administrative expenses 45,369 19,447 Allowance for doubtful accounts 196,072 112,281 ---------- ---------- Net lease receivables $ 526,264 $ 423,048 ========== ==========
8 (Continued) 9 IEA INCOME FUND XI, L.P. NOTES TO UNAUDITED CONDENSED 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 and its affiliates 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, 2000 and 1999 was as follows:
Three Months Ended Six Months Ended -------------------------- -------------------------- June 30, June 30, June 30, June 30, 2000 1999 2000 1999 ---------- ---------- ---------- ---------- Rental revenue (note 4) $ 925,466 $ 919,650 $1,900,508 $1,951,538 Less: Rental equipment operating expenses 207,248 299,075 496,643 606,290 Base management fees 62,901 62,975 125,544 132,730 Reimbursed administrative expenses 55,875 58,145 123,637 115,703 ---------- ---------- ---------- ---------- $ 599,442 $ 499,455 $1,154,684 $1,096,815 ========== ========== ========== ==========
(4) Operating Segment The Financial Accounting Standards Board has issued SFAS No. 131, "Disclosures about Segments of an Enterprise and Related Information," which changes the way public business enterprises report financial and descriptive information about reportable operating segments. An operating segment is a component of an enterprise that engages in business activities from which it may earn revenues and incur expenses, whose operating results are regularly reviewed by the enterprise's chief operating decision maker to make decisions about resources to be allocated to the segment and assess its performance, and about which separate financial information is available. Management operates the Partnership's container fleet as a homogenous unit and has determined, after considering the requirements of SFAS No. 131, that as such it has a single reportable operating segment. The Partnership derives its revenues from cargo marine containers. As of June 30, 2000, the Partnership operated 5,432 twenty-foot, 2,771 forty-foot and 173 forty-foot high-cube dry cargo marine containers, as well as 103 twenty-foot and 47 forty-foot refrigerated cargo marine containers. A summary of gross lease revenue, by product, for the three and six-month periods ended June 30, 2000 and 1999 follows:
Three Months Ended Six Months Ended -------------------------- -------------------------- June 30, June 30, June 30, June 30, 2000 1999 2000 1999 ---------- ---------- ---------- ---------- Dry cargo containers $ 840,918 $ 838,213 $1,737,129 $1,771,333 Refrigerated containers 84,548 81,437 163,379 180,205 ---------- ---------- ---------- ---------- Total $ 925,466 $ 919,650 $1,900,508 $1,951,538 ========== ========== ========== ==========
Due to the Partnership's lack of information regarding the physical location of its fleet of containers when on lease in the global shipping trade, it is impracticable to provide the geographic area information required by SFAS No. 131. ****** 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, 2000 and December 31, 1999. At June 30, 2000, the Registrant had $1,274,253 in cash and cash equivalents, a decrease of $35,797 from the cash balances at December 31, 1999. The Registrant's allowance for doubtful accounts increased from $112,281 at December 31, 1999 to $196,072 at June 30, 2000. This increase was attributable to the delinquent account receivable balances of approximately 12 lessees. The Leasing Company has either negotiated specific payment terms with these lessees or is pursuing other alternatives to collect the outstanding balances. In each instance, the Registrant believes it has provided sufficient reserves for all doubtful accounts. The Registrant's cash distribution from operations for the second quarter of 2000 was 5.25% (annualized) of the limited partners' original capital contributions, unchanged from the first quarter of 2000. These distributions are directly related to the Registrant's results from operations and may fluctuate accordingly. The cash distribution from sales proceeds for the second quarter of 2000 was 2.75% (annualized) of the limited partners' original capital contribution, unchanged from the first quarter of 2000. Sales proceeds distributed to its partners may fluctuate in subsequent periods, reflecting the level of container disposals. Distributions for the general and limited partners are calculated based upon the Partnership Agreement. The growth in the volume of world trade, a rise in exports to the Far East, and the global effects of a strong U.S. economy have resulted in improved market conditions for the container leasing industry. As a result of these and other factors, including repositioning initiatives implemented earlier in the year, utilization of the Registrant's fleet of containers has exhibited steady improvement in recent months. In addition, new container prices, as well as interest rates, have been rising from historically low levels. During such times, ocean carriers tend to reduce their capital spending to supplement their owned fleets of containers in favor of leasing. The pressure on per diem rates has impacted the Registrant's revenues, but there has been some rate stabilization in recent months. The Registrant will continue to take advantage of improving market conditions by repositioning equipment to locations of greatest demand as well as seeking out leasing opportunities that will strengthen utilization and enhance the performance of the fleet. 2) Material changes in the results of operations between the three and six-month periods ended June 30, 2000 and the three and six-month periods ended June 30, 1999. Net lease revenue for the three and six-month periods ended June 30, 2000 was $599,442 and $1,154,684, respectively, an increase of approximately 20% and 5% from the respective periods in the prior year. Gross rental revenue (a component of net lease revenue) for the three and six-month periods ended June 30, 2000 was $925,466 and $1,900,508, respectively, reflecting an increase of 1% and a decrease of 3% when compared to the same respective periods in the prior year. Gross lease revenue was primarily impacted by higher utilization levels and lower per-diem rental rates. Average dry cargo container per-diem rental rates for the three and six-month periods ended June 30, 2000 declined 7% and 9%, respectively, when compared to the same periods in the prior year. Average refrigerated container per-diem rental rates for the three and six-month periods ended June 30, 2000 increased 4% and 1%, respectively, when compared to the same periods in the prior year. 10 11 The Registrant's average fleet size and utilization rates for the three and six-month periods ended June 30, 2000 and June 30, 1999 were as follows:
Three Months Ended Six Months Ended ----------------------- ------------------------ June 30, June 30, June 30, June 30, 2000 1999 2000 1999 -------- -------- -------- -------- Average fleet size (measured in twenty-foot equivalent units (TEU)) Dry cargo containers 11,538 12,288 11,763 12,409 Refrigerated containers 197 200 197 200 Average Utilization Dry cargo containers 80% 70% 78% 70% Refrigerated containers 66% 61% 62% 63%
The Registrant's declining fleet size contributed to reductions in depreciation expense of 7% and 6%, respectively, for the three and six-month periods ended June 30, 2000 when compared to the same three and six-month periods in the prior year. Rental equipment operating expenses, as a percent of the Registrant's gross lease revenue, were 22% and 26%, respectively, during the three and six-month periods ended June 30, 2000, as compared to 33% and 31%, respectively, during the three and six-month periods ended June 30, 1999. The Registrant's operating results contributed to a decline in base management fees during the three and six-month periods ended June 30, 2000 when compared to the same periods in the prior year. The Registrant disposed of 210 twenty-foot, 114 forty-foot and four forty-foot high-cube dry cargo marine containers during the second quarter of 2000, as compared to 83 twenty-foot, 39 forty-foot and two forty-foot high-cube dry cargo marine containers during the same period in the prior year. These disposals resulted in a loss of $253,847 for the second quarter of 2000, as compared to a loss of $233,026 for the same period in the prior year. The Registrant does not believe that the carrying amount of its containers has been permanently impaired or that events or changes in circumstances have indicated that the carrying amount of its containers may not be fully recoverable. The Registrant believes that the loss on container disposals was a result of various factors including the age, condition, suitability for continued leasing, as well as the geographical location of the containers when disposed. These factors will continue to influence the amount of sales proceeds received and the related gain or loss on container disposals, which may fluctuate in subsequent periods. Item 3. Quantitative and Qualitative Disclosures About Market Risk Not applicable. 11 12 PART II - OTHER INFORMATION Item 1. Legal Proceedings On March 20, 2000, KM Investments, LLC, a California limited liability company ("KM") filed its complaint (the "Complaint") in the Superior Court for the County of Los Angeles against CCC, as general partner of the Partnership, alleging violation of the California Revised Limited Partnership Act, breach of fiduciary duty, and unfair competition. KM claims to be an assignee of units of limited partnership interests in the Partnership and six other California limited partnerships (collectively, the "Cronos Partnerships") managed by CCC as general partner. KM, which is in the business of making unregistered tender offers for up to 4.9% of the outstanding interests in limited partnerships, claims that CCC has wrongfully refused to provide KM with lists of the limited partners of the Cronos Partnerships to enable KM to make unregistered tender offers to the limited partners of the Cronos Partnerships. KM asks for declaratory relief, damages according to proof, attorneys' fees, costs, interest, a temporary restraining order and/or a preliminary injunction barring CCC from giving limited partner lists to any other party before delivering such lists to KM, punitive damages, and an order prohibiting CCC from receiving reimbursement of its legal fees incurred in defending the action from the Cronos Partnerships. On April 24, 2000, CCC filed its demurrer to the Complaint and its motion to strike those portions of the Complaint seeking punitive damages. By its demurrer, CCC asserted that KM, as an assignee of units of the Cronos Partnerships, is not entitled to review or receive a copy of the lists of the limited partners of the Cronos Partnerships; that CCC has not breached any fiduciary duty to KM; and that CCC has not engaged in unfair competition as alleged by KM. CCC requested that the Court dismiss KM's Complaint. On June 8, 2000, the Court heard CCC's demurrer, and sustained (i.e., granted) it in its entirety, allowing KM thirty days to file an amended complaint. KM did so on or about July 10, 2000, asserting the same causes of action as set forth in its original complaint. CCC intends to demur to KM's amended complaint and to move to strike those portions of the complaint seeking punitive damages. CCC believes that KM's complaint is without merit. 12 13 PART II - OTHER INFORMATION (CONTINUED) 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 14, 1990 3(b) Certificate of Limited Partnership of the Registrant ** 10(a) Form of Leasing Agent Agreement with LPI Leasing Partners *** International N.V. 10(b) Assignment of Leasing Agent Agreement dated January 1, 1992 between **** the Registrant, CCC (formerly Intermodal Equipment Associates), Cronos Containers N.V. (formerly LPI Leasing Partners International N.V.) and Cronos Containers Limited 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 June 30, 2000. ------------------ * Incorporated by reference to Exhibit "A" to the Prospectus of the Registrant dated December 14, 1990, included as part of Registration Statement on Form S-1 (No. 33-36701) ** Incorporated by reference to Exhibit 3.2 to the Registration Statement on Form S-1 (No. 33-36701) *** Incorporated by reference to Exhibit 10.2 to the Registration Statement on Form S-1 (No. 33-36701) **** Incorporated by reference to Exhibit 10(b) to the Report on Form 10-K for the fiscal year ended December 31, 1999. 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 XI, L.P. By Cronos Capital Corp. The General Partner By /s/ Dennis J. Tietz ------------------------------------------ Dennis J. Tietz President and Director of Cronos Capital Corp. ("CCC") Principal Executive Officer of CCC Date: August 14, 2000 14 15 EXHIBIT INDEX
Exhibit No. Description Method of Filing -------- --------------------------------------------------------------------- ---------------------- 3(a) Limited Partnership Agreement of the Registrant, amended and restated * as of December 14, 1990 3(b) Certificate of Limited Partnership of the Registrant ** 10(a) Form of Leasing Agent Agreement with LPI Leasing Partners *** International N.V. 10(b) Assignment of Leasing Agent Agreement dated January 1, 1992 between **** the Registrant, CCC (formerly Intermodal Equipment Associates), Cronos Containers N.V. (formerly LPI Leasing Partners International N.V.) and Cronos Containers Limited 27 Financial Data Schedule Filed with this document
------------------ * Incorporated by reference to Exhibit "A" to the Prospectus of the Registrant dated December 14, 1990, included as part of Registration Statement on Form S-1 (No. 33-36701) ** Incorporated by reference to Exhibit 3.2 to the Registration Statement on Form S-1 (No. 33-36701) *** Incorporated by reference to Exhibit 10.2 to the Registration Statement on Form S-1 (No. 33-36701) **** Incorporated by reference to Exhibit 10(b) to the Report on Form 10-K for the fiscal year ended December 31, 1999.