-----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, QKMD+g5OLZLhAWttm+4RPrDFGwuu+LQNdFsEcKCWq6sFvHfqdtrjqBWYZlmlUFRh QciWc3ZvYIE8PdqD2BKQxw== 0000950149-99-001477.txt : 19990816 0000950149-99-001477.hdr.sgml : 19990816 ACCESSION NUMBER: 0000950149-99-001477 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19990630 FILED AS OF DATE: 19990813 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: 10-Q SEC ACT: SEC FILE NUMBER: 000-21518 FILM NUMBER: 99688339 BUSINESS ADDRESS: STREET 1: 444 MARKET ST 15TH FL CITY: SAN FRANCISCO STATE: CA ZIP: 94111 BUSINESS PHONE: 4156778990 10-Q 1 QUARTERLY REPORT FOR PERIOD ENDED 6/30/99 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, 1999 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 0-21518 IEA INCOME FUND XII, L.P. (Exact name of registrant as specified in its charter) California 94-3143940 (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 XII, L.P. REPORT ON FORM 10-Q FOR THE QUARTERLY PERIOD ENDED JUNE 30, 1999 TABLE OF CONTENTS
PAGE PART I - FINANCIAL INFORMATION Item 1. Financial Statements Balance Sheets - June 30, 1999 (unaudited) and December 31, 1998 4 Statements of Operations for the three and six months ended June 30, 1999 and 1998 (unaudited) 5 Statements of Cash Flows for the six months ended June 30, 1999 and 1998 (unaudited) 6 Notes to 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 12 PART II- OTHER INFORMATION Item 1. Legal Proceedings 13 Item 3. Defaults Upon Senior Securities 13 Item 5. Other Information 13 Item 6. Exhibits and Reports on Form 8-K 14
2 3 PART I - FINANCIAL INFORMATION Item 1. Financial Statements Presented herein are the Registrant's balance sheets as of June 30, 1999 and December 31, 1998, statements of operations for the three and six months ended June 30, 1999 and 1998, and statements of cash flows for the six months ended June 30, 1999 and 1998. 3 4 IEA INCOME FUND XII, L.P. BALANCE SHEETS (UNAUDITED)
June 30, December 31, 1999 1998 ------------ ------------ Assets Current assets: Cash and cash equivalents, includes $2,008,131 at June 30, 1999 and $2,407,514 at December 31, 1998 in interest-bearing accounts $ 2,008,231 $ 2,407,614 Net lease receivables due from Leasing Company (notes 1 and 2) 390,474 656,520 ------------ ------------ Total current assets 2,398,705 3,064,134 ------------ ------------ Container rental equipment, at cost 62,308,818 62,646,590 Less accumulated depreciation 24,620,409 23,010,870 ------------ ------------ Net container rental equipment 37,688,409 39,635,720 ------------ ------------ $ 40,087,114 $ 42,699,854 ============ ============ Liabilities and Partners' Capital Current liabilities: Accrued expenses $ 451,367 $ 462,948 ------------ ------------ Total current liabilities 451,367 462,948 ------------ ------------ Partners' capital (deficit): General partner (90,909) (64,897) Limited partners 39,726,656 42,301,803 ------------ ------------ Total partners' capital 39,635,747 42,236,906 ------------ ------------ $ 40,087,114 $ 42,699,854 ============ ============
The accompanying notes are an integral part of these financial statements. 4 5 IEA INCOME FUND XII, L.P. STATEMENTS OF OPERATIONS (UNAUDITED)
Three Months Ended Six Months Ended ------------------------------- ------------------------------- June 30, June 30, June 30, June 30, 1999 1998 1999 1998 ----------- ----------- ----------- ----------- Net lease revenue (notes 1 and 3) $ 807,130 $ 1,390,908 $ 1,900,605 $ 2,780,862 Other operating expenses: Depreciation 915,596 920,906 1,831,492 1,842,132 Other general and administrative expenses 24,779 22,960 57,730 51,488 ----------- ----------- ----------- ----------- 940,375 943,866 1,889,222 1,893,620 ----------- ----------- ----------- ----------- Earnings (loss) from operations (133,245) 447,042 11,383 887,242 Other income (loss): Interest income 23,621 30,228 47,574 57,694 Net income (loss) on disposal of equipment 14,061 (7,738) (78,624) (3,242) ----------- ----------- ----------- ----------- 37,682 22,490 (31,050) 54,452 ----------- ----------- ----------- ----------- Net earnings (loss) $ (95,563) $ 469,532 $ (19,667) $ 941,694 =========== =========== =========== =========== Allocation of net earnings (loss): General partner $ 47,419 $ 53,873 $ 95,966 $ 116,675 Limited partners (142,982) 415,659 (115,633) 825,019 ----------- ----------- ----------- ----------- $ (95,563) $ 469,532 $ (19,667) $ 941,694 =========== =========== =========== =========== Limited partners' per unit share of net earnings $ (0.04) $ 0.11 $ (0.03) $ 0.23 =========== =========== =========== ===========
The accompanying notes are an integral part of these financial statements. 5 6 IEA INCOME FUND XII, L.P. STATEMENTS OF CASH FLOWS (UNAUDITED)
Six Months Ended ------------------------------- June 30, June 30, 1999 1998 ----------- ----------- Net cash provided by operating activities $ 2,025,957 $ 2,811,805 Cash flows provided by (used in) investing activities: Proceeds from disposal of equipment 365,461 328,176 Purchase of container rental equipment (199,342) -- Acquisition fees paid to general partner (9,967) -- ----------- ----------- Net cash provided by investing activities 156,152 328,176 ----------- ----------- Cash flows used in financing activities: Distribution to partners (2,581,492) (2,681,426) ----------- ----------- Net increase (decrease) in cash and cash equivalents (399,383) 458,555 Cash and cash equivalents at January 1 2,407,614 1,883,389 ----------- ----------- Cash and cash equivalents at June 30 $ 2,008,231 $ 2,341,944 =========== ===========
The accompanying notes are an integral part of these financial statements. 6 7 IEA INCOME FUND XII, L.P. NOTES TO UNAUDITED FINANCIAL STATEMENTS (1) Summary of Significant Accounting Policies (a) Nature of Operations IEA Income Fund XII, L.P. (the "Partnership") is a limited partnership organized under the laws of the State of California on August 28, 1991 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, 2011, unless sooner terminated upon the occurrence of certain events. The Partnership commenced operations on January 31, 1992, when the minimum subscription proceeds of $2,000,000 were obtained. The Partnership offered 3,750,000 units of limited partnership interest at $20 per unit, or $75,000,000. The offering terminated on November 30, 1992, at which time 3,513,594 limited partnership units had been purchased. As of June 30, 1999, the Partnership owned and operated 9,268 twenty-foot, 5,192 forty-foot and 205 forty-foot high-cube marine dry cargo containers, as well as 195 twenty-foot and 305 forty-foot marine refrigerated cargo containers. (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 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 XII, L.P. 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 June 30, 1999 and December 31, 1998 were as follows:
June 30, December 31, 1999 1998 ---------- ---------- Lease receivables, net of doubtful accounts of $163,622 at June 30, 1999 and $209,635 at December 31, 1998 $1,511,921 $1,690,827 Less: Direct operating payables and accrued expenses 604,633 491,270 Damage protection reserve 237,774 237,855 Base management fees 251,224 271,288 Reimbursed administrative expenses 27,816 33,894 ---------- ---------- $ 390,474 $ 656,520 ========== ==========
(Continued) 8 9 IEA INCOME FUND XII, L.P. 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 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, 1999 and 1998 was as follows:
Three Months Ended Six Months Ended ---------------------------- ---------------------------- June 30, June 30, June 30, June 30, 1999 1998 1999 1998 ---------- ---------- ---------- ---------- Rental revenue (note 4) $1,607,095 $2,137,908 $3,469,521 $4,317,266 Less: Rental equipment operating expenses 585,546 489,908 1,123,244 977,628 Base management fees 110,702 144,690 238,968 294,592 Reimbursed administrative expenses 103,717 112,402 206,704 264,184 ---------- ---------- ---------- ---------- $ 807,130 $1,390,908 $1,900,605 $2,780,862 ========== ========== ========== ==========
(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 owning and leasing marine cargo containers. As of June 30, 1999, the Partnership operated 9,268 twenty-foot, 5,192 forty-foot and 205 forty-foot high-cube marine dry cargo containers, as well as 195 twenty-foot and 305 forty-foot marine refrigerated cargo containers. A summary of gross lease revenue, by product, for the three and six-month periods ended June 30, 1999 and 1998 was as follows:
Three Months Ended Six Months Ended ---------------------------- ---------------------------- June 30, June 30, June 30, June 30, 1999 1998 1999 1998 ---------- ---------- ---------- ---------- Dry cargo containers $1,315,528 $1,722,210 $2,805,445 $3,487,233 Refrigerated containers 291,567 415,698 664,076 830,033 ---------- ---------- ---------- ---------- Total $1,607,095 $2,137,908 $3,469,521 $4,317,266 ========== ========== ========== ==========
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. Any attempt to separate "foreign" operations from "domestic" operations would be dependent on definitions and assumptions that are so subjective as to render the information meaningless and potentially misleading. 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, 1999 and December 31, 1998. At June 30, 1999, the Registrant had $2,008,231 in cash and cash equivalents, a decrease of $399,383 from the December 31, 1998 cash balances. The Registrant's operating performance contributed to a 41% decline in net lease receivables at June 30, 1999 when compared to December 31, 1998. The Registrant's cash distribution from operations for the second quarter of 1999 was 6.0% (annualized) of the limited partners' original capital contributions, a decline from the first quarter of 1999 distribution of 6.5% (annualized). These distributions are directly related to the Registrant's results from operations and may fluctuate accordingly. The sentiment with respect to the container industry's slump over the past two years has turned more favorable in recent months as evidence suggests a turnaround is underway with respect to Asia's economic crisis. In recent months, economic reforms in Asia, as well as in Latin America, have begun to produce gradual improvement in terms of world trade, and there are preliminary indications that containerized trade volumes from North America and Europe to Asia, in particular, may be stabilizing. In addition, intra-Asian trade, which also has stagnated since the Asia financial crisis began nearly two years ago, has shown increased activity in recent months. These favorable signs, however, have yet to produce any significant positive impact on the Registrant's operating performance. In spite of the reduced redelivery of on-hire equipment by the ocean carriers, per-diem rental rates, which declined sharply over the past two years, have continued to soften as a result of competitive market conditions, decreased demand and high inventories. The Registrant continues to take advantage of its strong marketing resources in order to seek out leasing opportunities during this period in which seasonal factors are also influencing the increased demand. At the same time, it has identified specific strategies intended to strengthen on-hire volumes and enhance utilization of the container fleet. The short-term objective is to improve utilization by offering greater leasing incentives and actively moving surplus, off-hire equipment to higher-demand locations. While this short-term strategy will increase repositioning expenses, it may also minimize those expenses related to handling and storing off-hire containers. These measures will also provide the longer-term advantage of placing the containers where the demand is greatest. 2) Material changes in the results of operations between the three and six-month periods ended June 30, 1999 and the three and six-month periods ended June 30, 1998. Net lease revenue for the three and six-month periods ended June 30, 1999 was $807,130 and $1,900,605, respectively, a decrease of 42% and 32%, respectively, from the same periods in the prior year. Gross rental revenue (a component of net lease revenue) for the three and six-month periods ended June 30, 1999 was $1,607,095 and $3,469,521, respectively, reflecting a decline of 25% and 20%, respectively, from the same periods in the prior year. Gross lease revenue was primarily impacted by lower per-diem rental rates and utilization levels. Average dry cargo container per-diem rental rates for the three and six-month periods ended June 30, 1999 declined approximately 6% and 5%, respectively, when compared to the same periods in the prior year. Refrigerated container average per-diem rental rates for the three and six-month periods ended June 30, 1999 declined 13% and 9%, 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, 1999 and 1998 were as follows:
Three Months Ended Six Months Ended ------------------------ ----------------------- June 30, June 30, June 30, June 30, 1999 1998 1999 1998 --------- --------- --------- ------- Average fleet size (measured in twenty-foot equivalent units (TEU)) Dry cargo containers 20,103 20,230 20,116 20,257 Refrigerated containers 805 808 806 809 Average Utilization Dry cargo containers 67% 78% 67% 78% Refrigerated containers 68% 84% 69% 85%
Rental equipment operating expenses were 36% and 32%, respectively, of the Registrant's gross lease revenue during the three and six-month periods ended June 30, 1999, as compared to 23% of the Registrant's gross lease revenue during both the three and six-month periods ended June 30, 1998. This increase was largely attributable to an increase in costs associated with slightly lower utilization levels, including handling and storage. The Registrant disposed of 46 twenty-foot and 15 forty-foot marine dry cargo containers during the second quarter of 1999, as compared to 18 twenty-foot and nine forty-foot marine dry cargo containers during the same period in the prior year. The decision to repair or dispose of a container is made when it is returned by a lessee. This decision is influenced by various factors including the age, condition, suitability for continued leasing, as well as the geographical location of the container when disposed. These factors also influence the amount of sales proceeds received and the related gain on container disposals. Year 2000 The Registrant relies upon the financial and operational systems provided by the Leasing Company and its affiliates, as well as the systems provided by other independent third parties to service the three primary areas of its business: investor processing/maintenance; container leasing/asset tracking; and accounting finance. The Leasing Company's computer systems have undergone modifications in order to render the systems ready for the Year 2000. The Leasing Company has completed a detailed inventory of all software and hardware systems and has identified all components that need to be modified. The Leasing Company has completed all the necessary changes and testing in a dedicated Year 2000 environment. The Leasing Company anticipates that all compliant code will be live by the end of August 1999. The Leasing Company has contacted all of its critical business suppliers and has been advised that their systems are Year 2000 compliant. The Leasing Company has also confirmed the compliance of its suppliers' products through its own extensive testing. Expenses associated with addressing Year 2000 issues are being recognized as incurred. Management has not yet assessed the Year 2000 compliance expense but does not anticipate the costs incurred to date or to be incurred in the future by the Leasing Company and its affiliates to be in excess of $500,000. None of the costs incurred with respect to Year 2000 compliance will be borne by the Registrant. The Leasing Company believes it will be able to resolve any major Year 2000 issues. The Leasing Company is aware of the implications of a Year 2000 computer system failure and is currently in the process of developing its contingency plans. While management believes the possibility of a Year 2000 system failure to be remote, if the Leasing Company's internal systems or those of its critical business suppliers fail, the Leasing Company's consolidated financial position, liquidity or results of operations may be adversely affected. 11 12 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. Item 3. Quantitative and Qualitative Disclosures About Market Risk Not applicable. 12 13 PART II - OTHER INFORMATION Item 1. Legal Proceedings As the Registrant has previously reported, in February 1997, its former outside auditors, Arthur Andersen LLP ("Arthur Andersen"), resigned as auditors to The Cronos Group (the "Parent Company"), its subsidiaries, and all other entities affiliated with the Parent Company, including the Registrant. The Parent Company is the indirect corporate parent of CCC, the managing general partner of the Registrant. CCC 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 reports on the financial statements of CCC and the Registrant, for years preceding 1996, had not contained an adverse opinion or a disclaimer of opinion, nor were any such reports qualified or modified as to uncertainty, audit scope, or accounting principles. During the Registrant's fiscal year ended December 31, 1995, and the subsequent interim period preceding Arthur Andersen's resignation, there were no disagreements between CCC or the Registrant and Arthur Andersen on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure. In connection with its resignation, Arthur Andersen prepared a report pursuant to Section 10A of the Securities Exchange Act of 1934, as amended, for filing by the Parent Company with the Securities and Exchange Commission ("SEC"). As a result of the Arthur Andersen report, the SEC commenced an investigation of the Parent Company on February 10, 1997. The purpose of the investigation has been to determine whether the Parent Company and persons associated with the Parent Company violated the federal securities laws administered by the SEC. The Registrant does not believe that the focus of the SEC's investigation is upon the Registrant or CCC. Current management of the Parent Company has been in discussions with the staff of the SEC with a view to settling the investigation. The Parent Company is hopeful of reaching a settlement of the investigation by the end of 1999. Item 3. Defaults Upon Senior Securities See Item 5. Other Information. Item 5. Other Information In 1993, the Parent Company negotiated a credit facility with several banks for the use by the Parent Company and its subsidiaries, including CCC. At December 31, 1998, approximately $33,110,000 in principal indebtedness was outstanding under that credit facility (none of which had been borrowed by the Registrant). As a party to that credit facility, CCC was jointly and severally liable for the repayment of all principal and interest owed under the credit facility. On August 2, 1999, all outstanding amounts under the credit facility were repaid through the establishment of a new credit facility with two financial institutions. CCC is not a party to the new loan agreement. The Parent Company has guaranteed up to $10 million of amounts borrowed under the new credit facility and, as partial security for this guarantee, the Parent Company has pledged all of the capital stock held by it in Cronos Holding/Investments (U.S.), Inc., a Delaware corporation that, in turn, owns all of the outstanding capital stock of CCC. The Registrant is not a borrower under the new credit facility established by the Parent Company, and neither the containers nor the other assets of the Registrant have been pledged as collateral under the new credit facility. 13 14 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 2, 1991 3(b) Certificate of Limited Partnership of the ** Registrant 10 Form of Leasing Agent Agreement with 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, 1999. - --------- * Incorporated by reference to Exhibit "A" to the Prospectus of the Registrant dated December 2, 1991, included as part of Registration Statement on Form S-1 (No. 33-42697) ** Incorporated by reference to Exhibit 3.2 to the Registration Statement on Form S-1 (No. 33-42697) *** Incorporated by reference to Exhibit 10.2 to the Registration Statement on Form S-1 (No. 33-42697) 14 15 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 XII, 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 16, 1999 15 16 EXHIBIT INDEX
Exhibit No. Description Method of Filing --- ----------- ---------------- 3(a) Limited Partnership Agreement of the * Registrant, amended and restated as of December 2, 1991 3(b) Certificate of Limited Partnership of the ** Registrant 10 Form of Leasing Agent Agreement with 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 2, 1991, included as part of Registration Statement on Form S-1 (No. 33-42697) ** Incorporated by reference to Exhibit 3.2 to the Registration Statement on Form S-1 (No. 33-42697) *** Incorporated by reference to Exhibit 10.2 to the Registration Statement on Form S-1 (No. 33-42697) EX-27 2 FINANCIAL DATA SCHEDULE
5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE BALANCE SHEET AT JUNE 30, 1999 (UNAUDITED) AND THE STATEMENT OF OPERATIONS FOR THE QUARTERLY PERIOD ENDED JUNE 30, 1999 (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, 1999. 6-MOS DEC-31-1999 JAN-01-1999 JUN-30-1999 2,008,231 0 390,474 0 0 2,398,705 62,308,818 24,620,409 40,087,114 451,367 0 0 0 0 39,635,747 40,087,114 0 1,900,605 0 1,889,222 0 0 0 0 0 0 0 0 0 (19,667) 0 0
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