-----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, GcsEaxwT2gW9OsGSpCH8XZqn0khOPtHTZSFUC6r585Eq3wSy3Rg1yUUSnVSXJmqy tvgBVUPCIuUsMIM7sTNHVg== 0000950149-97-001012.txt : 19970515 0000950149-97-001012.hdr.sgml : 19970515 ACCESSION NUMBER: 0000950149-97-001012 CONFORMED SUBMISSION TYPE: NT 10-Q PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19970331 FILED AS OF DATE: 19970514 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: IEA INCOME FUND XII LP CENTRAL INDEX KEY: 0000879045 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-EQUIPMENT RENTAL & LEASING, NEC [7359] IRS NUMBER: 943143940 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: NT 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-21518 FILM NUMBER: 97603183 BUSINESS ADDRESS: STREET 1: 444 MARKET ST 15TH FL CITY: SAN FRANCISCO STATE: CA ZIP: 94111 BUSINESS PHONE: 4156778990 NT 10-Q 1 FORM 12B-25 FOR THE PERIOD ENDING MARCH 31, 1997 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING COMMISSION FILE NUMBER: 0-21518 (Check One): [ ] Form 10-K [ ] Form 20-F [ ] Form 11-K [X] Form 10-Q [ ] Form N-SAR For Period Ended: March 31, 1997 [ ] Transition Report on Form 10-K [ ] Transition Report on Form 20-F [ ] Transition Report on Form 11-K [ ] Transition Report on Form 10-Q [ ] Transition Report on Form N-SAR For the Transition Period Ended: ___________ ________________________________________________________________________________ PART I -- REGISTRANT INFORMATION IEA Income Fund XII, L.P. - -------------------------------------------------------------------------------- Full Name of Registrant Former Name if Applicable 444 Market Street, 15th Floor - -------------------------------------------------------------------------------- Address of Principal Executive Office (Street and Number) San Francisco, CA 94111 - -------------------------------------------------------------------------------- City, State and Zip Code PART II -- RULES 12b-25 (b) AND (c) If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate) [ ] (a) The reasons described in reasonable detail in Part III of this form could not be eliminated without reasonable effort or expense; [X] (b) The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, 11-K, Form N-SAR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report of transition report on Form 10-Q, or portion thereof will be filed on or before the fifth calendar day following the prescribed due date; and [ ] (c) The accountant's statement or other exhibit required by Rule 12b-25(c) has been attached if applicable. 2 PART III -- NARRATIVE As reported in the Registrant's Current Report on Form 8-K, filed February 7, 1997, and Amendment No. 1 to Current Report on Form 8-K, filed February 26, 1997, 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 is resigning as auditors of the Parent Company and all other entities affiliated with the Parent Company. While its letter of resignation is not addressed to the General Partner of the Registrant, Arthur Andersen has confirmed to the General Partner that its resignation as auditors of the entities referred to in its letter of resignation includes its resignation as auditors of Cronos Capital Corp. and the Registrant. 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. Moore Stephens has recently commenced its audit of the Registrant's financial statements for the year ending December 31, 1996. The period subsequent to Moore Stephens' appointment has been occupied with reviewing the predecessor's audit workpapers and gaining an understanding of the Registrant's, General Partner's and Parent Company's business. As a result of the aforementioned resignation and subsequent appointment of Moore Stephens as successor auditor, the Registrant has been unable to complete its audit and file its Annual Report on Form 10-K for the period ending December 31, 1996 within the 15 day extension provided by Rule 12B-25 and its Quarterly Report on Form 10-Q for the period ending March 31, 1997. The Registrant will undertake to file its Annual Report on Form 10-K for the period ending December 31, 1996 and its Quarterly Report on Form 10-Q for the period ending March 31, 1997 with the Commission no later than June 15, 1997. 3 PART IV -- OTHER INFORMATION (1) Name and telephone number of person to contact in regard to this notification John Kallas 415 677-8990 ------------- ------------- -------------------- (Name) (Area Code) (Telephone Number) (2) Have all other periodic reports required under section 13 or 15(d) of the Securities Exchange Act of 1934 or section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If the answer is no, identify report(s). [ ] Yes [X] No Annual Report on Form 10-K for the period ending December 31, 1996. (3) Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof? [X] Yes [ ] No If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made. Reference is made to Exhibit I attached hereto. IEA Income Fund XII, L.P. - -------------------------------------------------------------------------------- (Name of Registrant as specified in charter) has caused this notification to be signed on its behalf by the undersigned thereunto duly authorized. Date: May 14, 1997 By Cronos Capital Corp. The General Partner By /s/ John Kallas ----------------------------------------- John Kallas Vice President/Treasurer Principal Accounting and Finance Officer 4 EXHIBIT I STATEMENT IN RESPONSE TO PART IV-(3) Net lease revenue for the first quarter of 1997 was $1,396,464, a decline of approximately 25% from the first quarter of 1996. Gross rental revenue (a component of net lease revenue) for the quarter ended March 31, 1997 was $2,336,805, reflecting a decline of 17% from the same three-month period in 1996. Gross rental revenue was primarily impacted by the sluggish market conditions that existed during 1996 and throughout the first quarter of 1997. These conditions contributed to lower average dry cargo and refrigerated utilization rates. Average dry cargo and refrigerated container per-diem rental rates for the three-month period ended March 31, 1997 declined 9% and 6%, respectively, 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)) Dry cargo containers 20,299 20,317 Refrigerated containers 811 813 Average Utilization Dry cargo containers 76% 83% Refrigerated containers 85% 91%
Rental equipment operating expenses were 28% of the Registrant's gross lease revenue during the three-month period ended March 31, 1997, as compared to 22% 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, storage and repositioning. The Registrant disposed of four twenty-foot and five forty-foot dry cargo containers during the first quarter of 1997, as compared to 24 twenty-foot, 15 forty-foot and two high-cube dry cargo containers during the same period in the prior year. 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 Parent Company on February 3, 1997. The Parent Company is the indirect corporate parent of 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 of 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. 5 Arthur Andersen's report on the financial statements of the General Partner 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. 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 the General Partner 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., on April 10, 1997, as reported in its current report on Form 8-K, filed April 14, 1997. Cautionary Statement This Report on Form 12b-25 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; and 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 Exhibit I, Statement in Response to Part IV-(3) and those detailed from time to time in the filings of Registrant with the Securities and Exchange Commission. 6 IEA INCOME FUND XII, L.P. (A CALIFORNIA LIMITED PARTNERSHIP) STATEMENTS OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 1997 (UNAUDITED) AND 1996 (UNAUDITED)
Three Months Ended -------------------------- March 31, March 31, 1997 1996 ---------- ---------- Net lease revenue $1,396,464 $1,862,918 Other operating expenses: Depreciation 986,575 984,261 Other general and administrative expenses 17,259 23,397 ---------- ---------- 1,003,834 1,007,658 ---------- ---------- Earnings from operations 392,630 855,260 Other income: Interest income 27,105 32,449 Net gain on disposal of equipment 9,328 23,110 ---------- ---------- 36,433 55,559 ---------- ---------- Net earnings $ 429,063 $ 910,819 ========== ========== Allocation of net earnings: General partner $ 77,633 $ 105,957 Limited partners 351,430 804,862 ---------- ---------- $ 429,063 $ 910,819 ========== ========== Limited partners' per unit share of net earnings $ .10 $ .23 ========== ==========
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