UNITED STATES
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 fiscal quarter ended
September 30, 1997.
[ ] 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 2-64413
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RMI COVERED HOPPER RAILCAR MANAGEMENT PROGRAM
79-1 (Exact name of registrant as specified in its
charter)
California 94-2645847
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
One Market, Steuart Street Tower
Suite 800, San Francisco, CA 94105-1301
(Address of principal (Zip code)
executive offices)
Registrant's telephone number, including area code (415) 974-1399
-----------------------
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 ______
<PAGE>
RMI COVERED HOPPER RAILCAR MANAGEMENT PROGRAM 79-1
STATEMENTS OF REVENUES COLLECTED AND EXPENSES PAID
AND OTHER CHANGES IN CASH
<TABLE>
<CAPTION>
For the Three Months For the Nine Months
Ended September 30, Ended September 30,
1997 1996 1997 1996
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<S> <C> <C> <C> <C>
Revenues collected:
Lease revenue received $ 553,046 $ 618,363 $ 1,763,486 $ 1,875,508
Interest and other income 17,421 17,187 49,735 55,247
----------------------------------------------------------------
Total revenues collected 570,467 635,550 1,813,221 1,930,755
----------------------------------------------------------------
Expenses paid:
Repairs and maintenance 110,222 92,950 218,920 230,945
Insurance 4,269 -- (5,912 ) 3,195
Property taxes (12,270 ) 2,815 (15,402 ) 15,555
Accounting and legal fees -- 911 8,936 8,576
Storage, repositioning and other 9,749 3,401 15,316 8,072
-------------------------------- ------------------------------
--
Total expenses paid 111,970 100,077 221,858 266,343
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Excess of revenues collected
over expenses paid 458,497 535,473 1,591,363 1,664,412
----------------------------------------------------------------
Other increases (decreases) in cash:
Prepaid mileage, reimbursable repairs
and other expense 8,510 (207,216 ) 15,340 (249,488 )
Management fees paid (71,912 ) (67,536 ) (210,741 ) (204,051 )
Receipt of proceeds from sold or destroyed cars -- -- 31,713 960,000
Receipt of proceeds for transfer of car ownership -- 305,000 27,500 384,000
Payments to investors for sold or destroyed cars -- -- (31,713 ) (923,561 )
Payments to investors for transfer of car
ownership -- (319,680 ) (26,400 ) (368,640 )
Commission paid -- (10,000 ) (2,180 ) (51,960 )
Distributions to investors (472,439 ) (449,964 ) (1,387,252 ) (1,407,065 )
-------------------------------- ------------------------------
--
Net other decreases in cash (535,841 ) (749,396 ) (1,583,733 ) (1,860,765 )
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Net (decrease) increase in cash (77,344 ) (213,923 ) 7,630 (196,353 )
Cash at beginning of period 1,429,954 1,598,682 1,344,980 1,581,112
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Cash at end of period $ 1,352,610 $ 1,384,759 $ 1,352,610 $ 1,384,759
================================================================
</TABLE>
See accompanying notes to financial
statements.
<PAGE>
RMI COVERED HOPPER RAILCAR MANAGEMENT PROGRAM 79-1
NOTES TO THE STATEMENTS OF REVENUES COLLECTED AND EXPENSES PAID
AND OTHER CHANGES IN CASH
September 30, 1997
1. Basis of Presentation
RMI Covered Hopper Railcar Management Program 79-1 (the Program) is not a legal
entity. The statements of revenues collected and expenses paid and other changes
in cash (the Statements) of the Program are presented on the cash basis of
accounting, used for reporting to investors in the Program in accordance with
the Management Agreement with PLM Investment Management, Inc. (IMI). Under the
cash basis of accounting, revenues are recognized when received, rather than
when earned, and expenses are recognized when paid, rather than when the
obligation is incurred. Accordingly, the Statements are not intended to present
financial position, or results of operations or cash flows in accordance with
generally accepted accounting principles.
2. Operations
At September 30, 1997, 476 cars, which are owned by the investors, were being
managed by IMI under the Program. At September 30, 1997, all of the cars were
covered by lease agreements. During the nine months ending September 30, 1997,
eight cars were added to the Program, one car was destroyed, and one car was
transferred from one investor to another investor.
3. Working Capital Reserve
Under the terms of the management agreement, IMI may, at its discretion, cause
the Program to retain a certain amount of cash (the working capital reserve) to
cover future disbursements and provide for a balanced distribution of funds to
the investors each quarter. IMI has determined the working capital reserve at
September 30, 1997, to be $804,296 ($910,989 at December 31, 1996).
<PAGE>
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Liquidity and Capital Resources
The Program's capital commitments consist of paying operating expenses, and to
the extent funds are available, making cash distributions to the investors. Cash
reserves are considered sufficient to cover all known liabilities of the
equipment pool.
Comparison of the Program's Revenues Collected, Expenses Paid and Other Changes
in Cash for the Three Months Ended September 30, 1997 and 1996
Revenues collected:
(1) Lease receipts decreased to $553,046 in the third quarter of 1997, from
$618,363 in the third quarter of 1996. The decrease is primarily due to the
timing of receipt of revenues during the comparable periods.
Expenses paid:
(1) Repairs and maintenance expense increased to $110,222 in the third quarter
of 1997, from $92,950 in the third quarter of 1996. The increase is due to the
timing of payments of expenses during the comparable periods.
(2) Insurance increased to $4,269 in the third quarter of 1997, from zero in the
third quarter of 1996. The increase is due to the timing of payments of expenses
during the comparable periods.
(3) Property taxes decreased to a credit of $12,270 in the third quarter of
1997, from expense of $2,815 in the third quarter of 1996. The decrease is due
to $8,110 of litigation settlement proceeds which were received in the third
quarter of 1997, a $4,600 credit for overpaid taxes from prior years, and the
timing of payments for these taxes during the comparable periods, as the tax
rates remained constant.
(4) There were no accounting and legal fees in the third quarter of 1997,
compared to accounting and legal fees of $911 in the third quarter of 1996 due
to the timing of payments for these expenses during the comparable periods.
(5) Storage, repositioning and other expenses increased to $9,749 in the third
quarter of 1997, from $3,401 in the third quarter of 1996. The increase is
primarily due to higher repositioning expenses during the third quarter of 1997,
and the timing of payments of expenses during comparable periods.
Other changes in cash:
(1) Prepaid mileage, reimbursable repairs and other are composed primarily of
receipts of mileage credits from railroads which are due to lessees, net of
reimbursable repairs due from lessees. The funds increased by $8,510 in the
third quarter of 1997, as compared to a decrease by $207,216 in the third
quarter of 1996. The difference between comparable periods is due primarily to
the timing of net receipts and repayments of these funds by the Program.
(2) Management fees paid increased to $71,912 in the third quarter of 1997, from
$67,536 in the third quarter of 1996. The increase is due to $17,664 of
incentive fees that were paid in the third quarter of 1997, compared to $14,070
of incentive fees that were paid in the third quarter of 1996. The increase is
also due to higher management fee due to eight cars which were added during
1997.
(3) There were no commissions paid in the third quarter of 1997, compared to
$10,000 of commissions paid in the third quarter of 1996. The decrease was due
to fewer cars being destroyed or transferred in the third quarter of 1997 as
compared to the third quarter of 1996.
<PAGE>
Comparison of the Program's Revenues Collected, Expenses Paid and Other Changes
in Cash for the Nine Months Ended September 30, 1997 and 1996
Revenues collected:
(1) Lease receipts decreased to $1,763,486 for the nine months ended September
30, 1997, from $1,875,508 for the comparable period in 1996. The decrease is
primarily due to the timing of receipt of revenues during the comparable periods
and the disposition of 31 cars in 1996.
(2) Interest and other income decreased to $49,735 for the nine months ended
September 30, 1997, from $55,247 for the comparable period in 1996, due to a
decrease in interest income as a result of lower average cash balances
maintained by the Program.
Expenses paid:
(1) Repairs and maintenance expense decreased to $218,920 for the nine months
ended September 30, 1997, from $230,945 for the comparable period in 1996. The
decrease is due to the timing of payments of expenses during comparable periods.
(2) Insurance decreased to a credit of $5,912 for the nine months ended
September 30, 1997, from expense of $3,195 for the comparable period of 1996.
The decrease is due to a refund of the 1994 annual premium for business
interruption insurance received in the second quarter of 1997. No similar refund
was received in 1996.
(3) Property taxes decreased to a credit of $15,402 for the nine months ended
September 30, 1997, from expense of $15,555 for the comparable period in 1996.
The decrease is due to a $13,000 credit for overpaid taxes from prior years,
$8,110 of litigation settlement proceeds which were received in the third
quarter of 1997, and the timing of payments for these expenses during the
comparable periods, as the tax rates remained constant.
(4) Accounting and legal fees increased to $8,936 for the nine months ended
September 30, 1997, from $8,576 for the comparable period in 1996 due to the
timing of payments for these expenses during the comparable periods.
(5) Storage, repositioning and other expenses increased to $15,316 for the nine
months ended September 30, 1997, from $8,072 for the comparable period in 1996.
The increase is primarily due to higher repositioning expenses during 1997, and
the timing of payments of expenses during comparable periods.
Other changes in cash:
(1) Prepaid mileage, reimbursable repairs and other are composed primarily of
receipts of mileage credits from railroads which are due to lessees, net of
reimbursable repairs due from lessees. The funds increased by $15,340 for the
nine months ended September 30, 1997, as compared to a decrease of $249,488 for
the comparable period in 1996. The difference between comparable periods is due
primarily to the timing of net receipts and repayments of these funds by the
Program.
(2) Management fees paid increased to $210,741 for the nine months period ended
September 30, 1997, from $204,051 for the comparable period in 1996. The
increase is due to $49,322 of incentive fees that were paid for the nine months
ended September 30, 1997, as compared to incentive fees of $40,310 that were
paid for the nine months ended September 30, 1996.
(3) During the nine months ended September 30, 1997, one car was disposed for
which the Program received proceeds of $31,713. During the nine months ended
September 30, 1996, 31 cars were disposed for $960,000.
<PAGE>
(4) Commission paid decreased to $2,180 for the nine months ended September 30,
1997, from $51,960 for the comparable period of 1996. The decrease was due to
fewer cars being destroyed or sold, or transferred for the nine months ended
September 30, 1997, as compared to same period of 1996.
The Program distributed $1,387,252 to investors in the nine months ended
September 30, 1997, and $1,407,065 in the nine months ended September 30, 1996.
The Program's performance in the nine months ended September 30, 1997 is not
necessarily indicative of future periods.
FORWARD LOOKING INFORMATION
Except for historical information contained herein, the discussion in this Form
10-Q contains forward-looking statements that involve risks and uncertainties,
such as statements of the Program's plans, objectives, expectations and
intentions. The cautionary statements made in this Form 10-Q should be read as
being applicable to all related forward-looking statements wherever they appear
in this Form 10-Q. The Program's actual results could differ materially from
those discussed here.
<PAGE>
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.
RMI COVERED HOPPER RAILCAR
MANAGEMENT PROGRAM 79-1
By: PLM Investment Management, Inc.
Manager
By: /s/ Stephen M. Bess
--------------------------
Stephen M. Bess
President
Date: November 14, 1997 By: /s/ Richard Brock
--------------------------
Richard Brock
Vice President and
Corporate Controller
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> SEP-30-1997
<CASH> 1,352,610
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 0
<CURRENT-LIABILITIES> 0
<BONDS> 0
<COMMON> 0
0
0
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 0
<SALES> 0
<TOTAL-REVENUES> 1,813,221
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 0
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
