<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
/X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 $ 250.00
For the fiscal year ended December 31, 1995
OR
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 [NO FEE REQUIRED]
For the transition period from to .
------------ -----------
Commission file number 0-10474
IEA MARINE CONTAINER INCOME FUND III
(A California Limited Partnership)
(Exact name of registrant as specified in its charter)
California 94-2717330
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
444 Market Street, 15th Floor, San Francisco, California 94111
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (415) 677-8990
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange on
Title of each class which registered
------------------- ----------------
Not Applicable
---------------------------
Securities registered pursuant to Section 12(g) of the Act:
UNITS OF LIMITED PARTNERSHIP INTERESTS
----------------------------------------------------------
(Title of Class)
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 .
--- ---
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K (Section 229.405 of this chapter) is not contained herein,
and will not be contained, to the best of registrant's knowledge, in definitive
proxy or information statements incorporated by reference in Part II of this
Form 10-K or any amendment to this Form 10-K. /X/
The aggregate market value of the voting stock held by non-affiliates of the
registrant is not applicable.
Documents incorporated by Reference
PART I
Item 1 - Business Prospectus of IEA Marine Container Income
Fund III, dated February 12, 1981 included
as part of Registration Statement on Form
S-1 (No. 2-70401)
Certificate of Limited Partnership of IEA
Marine Container Income Fund III, filed as
Exhibit 3.4 to the Registration Statement
on Form S-1 (No. 2-70401)
<PAGE> 2
PART I
Item 1. Business
(a) General Development of Business
The Registrant is a California limited partnership formed on January 3,
1980 to engage in the business of leasing marine dry cargo containers to
unaffiliated third-party lessees. The Registrant was initially capitalized with
$100, and commenced offering its limited partnership interests to the public
during the week of March 2, 1981, pursuant to its Registration Statement on Form
S-1 (File No. 2-70401). The offering terminated on June 26, 1981.
The Registrant raised $15,000,100 in subscription proceeds. The following
table sets forth the use of said subscription proceeds:
<TABLE>
<CAPTION>
Percentage of
Amount Gross Proceeds
------ --------------
<S> <C> <C>
Gross Subscription Proceeds $15,000,100 100.0%
Public Offering Expenses:
Underwriting Commissions $ 1,466,350 9.8%
Offering and Organization Expenses $ 195,370 1.3%
----------- -----
Total Public Offering Expenses $ 1,661,720 11.1%
----------- -----
Net Proceeds $13,338,380 88.9%
Acquisition Fees $ 533,404 3.6%
Working Capital Reserve $ 202,692 1.3%
----------- -----
Gross Proceeds Invested in Equipment $12,602,284 84.0%
=========== =====
</TABLE>
On November 16, 1981, the Registrant borrowed $6,797,010 to finance the
purchase of additional containers. The loan was repaid in full on April 1, 1990.
2
<PAGE> 3
The managing general partner of the Registrant is Cronos Capital Corp.
("CCC"), a wholly-owned subsidiary of Cronos Holdings/Investments (U.S.), Inc.,
a Delaware corporation. Cronos Holdings/Investments (U.S.), Inc. is a
wholly-owned subsidiary of Cronos Investments B.V., a Dutch company. These and
other affiliated companies are ultimately wholly-owned by The Cronos Group, a
holding company registered in Luxembourg ("Holding Company") and are
collectively referred to as the "Group". The activities of the container
division of the Group are managed through the Group's subsidiary in the United
Kingdom, Cronos Containers Limited ("the Leasing Company"). The Leasing Company
manages the leasing operations of all equipment owned or managed by the Group on
its own behalf or on behalf of other third-party container owners, including all
other programs organized by CCC. The associate general partner is Smith Barney
Shearson, Inc., a successor to The F&M Corporation.
Pursuant to the Limited Partnership Agreement of the Registrant, all
authority to administer the business of the Registrant is vested in CCC. CCC has
entered into a Leasing Agent Agreement, whereby the Leasing Company has the
responsibility for the container leasing activities of CCC's managed programs.
For information concerning the containers acquired by the Registrant, see
Item 2, "Properties."
(b) Financial Information About Industry Segments
Inapplicable.
(c) Narrative Description of Business
(c)(1)(i) A marine cargo container is a reusable metal container designed
for the efficient carriage of cargo with a minimum of exposure to loss from
damage or theft. Containers are manufactured to conform to worldwide standards
of container dimensions and container ship fittings adopted by the International
Standards Organization ("ISO") in 1968. The standard container is either 20'
long x 8' wide x 8'6" high (one twenty-foot equivalent unit ("TEU"), the
standard unit of physical measurement in the container industry) or 40' long x
8' wide x 8'6" high (two TEU). Standardization of the construction, maintenance
and handling of containers allows containers to be picked up, dropped off,
stored and repaired effectively throughout the world. This standardization is
the foundation on which the container industry has developed.
Standard dry cargo containers are rectangular boxes with no moving parts,
other than doors, and are typically made of steel. They are constructed to carry
a wide variety of cargos ranging from heavy industrial raw materials to
light-weight finished goods. Specialized containers include, among others,
refrigerated containers for the transport of temperature-sensitive goods and
tank containers for the carriage of liquid cargo. Dry cargo containers
constitute approximately 85% of the worldwide container fleet. Refrigerated and
tank containers constitute approximately 7% of the worldwide container fleet,
with open-tops and other specialized containers constituting the remainder.
One of the primary benefits of containerization has been the ability of the
shipping industry to effectively lower freight rates due to the efficiencies
created by standardized intermodal containers. Containers can be handled much
more efficiently than loose cargo and are typically shipped via several modes of
transportation, including truck, railway and ship. Containers require loading
and unloading only once and remain sealed until arrival at the final
destination, significantly reducing transport time, labor and handling costs and
losses due to damage and theft. Efficient movement of containerized cargo
between ship and shore reduces the amount of time that a ship must spend in port
and reduces the transit time of freight moves.
The logistical advantages and reduced freight rates brought about by
containerization have been a major catalyst for world trade growth during the
last twenty-five years, which in turn has generated increased demand for
containerization. The world container fleet has grown from an estimated 270,000
TEU in 1969 to 9,198,000 TEU at the end of 1995, and according to recent
industry data, growth of containerized shipping since 1987 has generally
averaged two to three times that of average GDP growth in industrialized
countries.
3
<PAGE> 4
The Registrant believes that growth of containerization will continue to
outpace GDP growth and the growth in world trade over the next five years for
the following reasons:
- Lower freight rates resulting from containerization are generating new
cargos that previously were not economical to export. Containerization
provides inexpensive, timely and secure transport to manufacturers
allowing them to take advantage of regional opportunities in technology
or labor, and to move products to different locations at various stages
of production;
- Intermodal traffic is expected to continue to grow, and industrialized
countries are continuing to improve intermodal infrastructure (i.e.,
railways, roads and ports);
- Shippers continue to demand transportation of cargo by containers rather
than break-bulk;
- Countries with rapidly-growing economies in emerging markets are
continuing to build new container port facilities that accommodate an
increased flow of containerized trade; and
- Recent trade agreements, such as the North American Free Trade Agreement
("NAFTA") and the General Agreement on Tariffs and Trade ("GATT"),
should further stimulate world trade, and, therefore containerized
trade.
The container leasing industry has been a significant contributor to the
growth of containerization, and, in 1995, had an approximately 47% share of the
total world container fleet with ocean carriers holding most of the remainder.
To an ocean carrier, the primary benefits of leasing rather than owning
containers are the following:
- Reduced Capital Expenditures. Leasing is an attractive option to ocean
carriers because ownership of containers requires significant capital
expenditures. Carriers constantly evaluate their investment strategy,
with container purchasing competing directly with other expenditure
requirements, such as ship purchases, ship conversions and terminal
improvements. Container leasing allows ocean carriers to invest capital
in assets that are more central to their business.
- Improved Asset Management. Trade flow imbalances and seasonal demands
frequently leave ocean carriers with regional surpluses or shortages of
containers, requiring costly repositioning of empty containers. Leasing
companies help ocean carriers manage these trade imbalances by providing
the inventory to service demand, reducing the costs of maintaining local
inventories and minimizing repositioning expenses. By matching different
carriers' container needs, leasing companies can reduce their own risks
of container inventory imbalances and seasonality through a portfolio of
lessees as well as variations in lease terms.
- Increased Container Fleet Flexibility. Ocean carriers benefit from the
variety of lease types offered by leasing companies such as the master
lease, long-term and short-term lease and direct financing lease. These
various leases give ocean carriers flexibility in sizing their fleets
while minimizing capital costs. For example, master lease agreements
give ocean carriers the option of adjusting the size of their fleets,
with the flexibility to pick-up and drop-off containers at various
locations around the world.
Dry cargo containers are the most-commonly used type of container in the
shipping industry. Over 90% of the Registrant's dry cargo container fleet are
constructed of all Corten(R) steel (Corten(R) roofs, walls, doors and
undercarriage), a high-tensile steel yielding greater damage and corrosion
resistance than mild steel.
The Registrant's containers are leased primarily to ocean-going steamship
companies operating in major trade routes (see Item 1(d)). Most if not all of
the Registrant's marine dry cargo containers are leased pursuant to operating
leases, primarily master leases, where the containers are leased to the ocean
carrier on a daily basis for any desired length of time, with the flexibility of
picking up and dropping off containers at various agreed upon locations around
the world and, secondarily, term leases (1-5 years) and one-way or round-trip
leases.
4
<PAGE> 5
Master lease agreements. A master lease is designed to provide greater
flexibility by allowing customers to pick-up and drop-off containers where and
when needed, subject to restrictions and availability, on pre-agreed terms. The
commercial terms of master leases are generally negotiated annually. Master
leases also define the number of containers that may be returned within each
calendar month and the return locations and applicable drop-off charges. Because
of the increased flexibility they offer, master leases usually command higher
per-diem rates and generate more ancillary fees (including pick-up, drop-off,
handling and off-hire fees) than term leases.
Term lease agreements. Term lease agreements include short-term and
long-term leases. Long-term lease agreements define the number of containers to
be leased, the pick-up and drop-off locations, the applicable per-diem rental
rate for the duration of the lease and the early termination penalties that may
apply in the event of early redelivery. Ocean carriers use long-term leases when
they have a need for identified containers for a specified term. Long-term
leases usually are not terminated early by the customer and provide the
Registrant with stable and relatively predictable sources of revenue, although
per-diem rates and ancillary charges are lower under long-term leases than under
master lease agreements. Short-term lease agreements have a duration of less
than one year and include one-way, repositioning and round-trip leases. They
differ from master leases in that they define the number and the term of
containers to be leased. Ocean carriers use one-way leases to manage trade
imbalances (where more containerized cargo moves in one direction than another)
by picking up a container in one port and dropping it off at another after one
or more legs of a voyage. Except for direct financing leases, lease rates
typically are highest for short-term leases.
Under these leases, customers are responsible for paying all taxes and
service charges arising from container use, maintaining the containers in good
and safe operating condition while on lease and paying for repairs upon
redelivery, other than ordinary wear and tear. Some leases provide for a "damage
protection plan" whereby lessees, for an additional payment (which may be in the
form of a higher per-diem rate), are relieved of the responsibility of paying
some of the repair costs upon redelivery of the containers. The Leasing Company
has historically provided this service on a limited basis to selected customers.
Repairs provided under such plans are carried out by the same depots, under the
same procedures, as are repairs to containers not covered by such plans.
Customers also are required to insure leased containers against physical damage
and loss, and against third party liability for loss, damage, bodily injury or
death.
All containers are inspected and repaired when redelivered by a customer,
and customers are obligated to pay for all damage repair, excluding wear and
tear, according to standardized industry guidelines. Depots in major port areas
perform repair and maintenance which is verified by independent surveyors or the
Leasing Company's technical and operations staff.
Before any repair or refurbishment is authorized on older containers in the
Registrant's fleet, the Leasing Company's technical and operations staff reviews
the age, condition and type of container and its suitability for continued
leasing. The Leasing Company compares the cost of such repair or refurbishment
with the prevailing market resale price that might be obtained for that
container and makes the appropriate decision whether to repair or sell the
container.
The non-cancelable terms of the operating leases of the Registrant's
containers will not be sufficient to return to the Registrant, as lessor, the
purchase price of the equipment. In order to recover the original investment in
the equipment and achieve an adequate return thereon, it is necessary to renew
the lease, lease the equipment to another lessee at the end of the initial lease
term, or sell the equipment.
The Registrant estimates that a dry cargo container may be used as a leased
marine cargo container for a period ranging from 10 to 15 years. The Registrant
disposes of used containers in a worldwide market for used containers in which
buyers include wholesalers, mini-storage operators, construction companies and
others. As the Registrant's fleet ages, a larger proportion of its revenues will
be derived from selling its containers.
5
<PAGE> 6
Of the 2,357 twenty-foot and 356 forty-foot marine dry cargo containers
owned by the Registrant as of December 31, 1995, 1,930 twenty-foot (or 82%
thereof) and 298 forty-foot marine dry cargo containers (or 84% thereof) were on
lease. The following table sets forth the information on the lease terms with
respect to the containers on lease:
<TABLE>
<CAPTION>
Number of
Containers
----------
<S> <C>
20-Foot Dry Cargo Containers:
Term Leases 220
Master Lease 1,710
40-Foot Dry Cargo Containers:
Term Leases 9
Master Lease 289
</TABLE>
The Leasing Company will make payments to the Registrant based upon rentals
collected from ocean carriers after deducting certain operating expenses
associated with the containers, such as the base management fee payable to CCC,
certain expense reimbursements to CCC, the costs of maintenance and repairs not
performed by lessees, independent agent fees and expenses, depot expenses for
handling, inspection and storage, and additional insurance.
The Registrant's sales and marketing operations are conducted through the
Leasing Company, in the United Kingdom, with support provided by area offices
and dedicated agents located in San Francisco, California; Iselin, New Jersey;
Windsor, England; Hamburg; Antwerp; Auckland; Genoa; Singapore; Hong Kong;
Sydney; Tokyo; Taipei; Seoul; Rio de Janeiro; and Shanghai. Each of the Leasing
Company's area offices and dedicated agents is staffed with local people
familiar with the customers and language of the region. The Leasing Company's
marketing directors have been employed in the container industry in their
respective regions for an average of 15 years, building direct personal
relationships with the local ocean carriers and locally based representatives of
other ocean carriers.
The Leasing Company also maintains agency relationships with over 20
independent agents around the world, who are generally paid a commission based
upon the amount of revenues they generate in the region or the number of
containers that are leased from their area on behalf of the Registrant. They are
located in jurisdictions where the volume of the Leasing Company's business
necessitates a presence in the area but is not sufficient to justify a
fully-functioning Leasing Company office or dedicated agent. These agents
provide marketing support to the area offices covering the region, together with
limited operational support.
In addition, the Leasing Company relies on the services of over 300
independently-owned and operated depots around the world to inspect, repair,
maintain and store containers while off-hire. The Leasing Company's area offices
authorize all container movements into and out of the depot and supervise all
repair and maintenance performed by the depot. The Leasing Company's technical
staff sets the standards for repair of its owned and managed fleet throughout
the world and monitors the quality of depot repair work. The depots provide
a vital link to the Leasing Company's operations, as the redelivery of a
container into a depot is the point at which the container is off-hired from one
customer and repaired in preparation for re-leasing to the next, and the point
when the Leasing Company's area offices report the container's movements onto
the Leasing Company's equipment tracking system. The Leasing Company's computer
system has the capability to accommodate future developments, such as allowing
depots access to record directly on the system the on-hire and off-hire activity
of containers delivered into the depot. It also has the capability of verifying
the terms of redelivery authorized by the area offices. These functions are
currently being performed by the Leasing Company's area offices.
(c)(1)(ii) Inapplicable.
(c)(1)(iii) Inapplicable.
(c)(1)(iv) Inapplicable.
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(c)(1)(v) The Registrant's containers are leased globally, therefore,
seasonal fluctuations are minimal. Other economic and business factors to which
the transportation industry in general and the container leasing industry in
particular are subject, include inflation and fluctuations in general business
conditions and fluctuations in supply and demand for equipment resulting from,
among other things, obsolescence, changes in the methods or economics of a
particular mode of transportation or changes in governmental regulations or
safety standards.
(c)(1)(vi) The Registrant established an initial working capital reserve of
approximately $203,000 (1.3% of subscription proceeds raised). In addition, the
Registrant may reserve additional amounts from anticipated cash distributions to
the partners to meet working capital requirements.
Amounts due under master leases are calculated at the end of each month and
billed approximately six to eight days thereafter. Amounts due under short-term
and long-term leases are set forth in the respective lease agreements and are
generally payable monthly. However, payment is normally received within 45-100
days of receipt. Past due penalties are not customarily collected from lessees,
and accordingly are not generally levied by the Leasing Company against lessees
of the Registrant's containers.
(c)(1)(vii) For the fiscal year ended December 31, 1995, no single lessee
accounted for 10% or more of the Registrant's rental income. The Registrant does
not believe that its ongoing business is dependent upon a single customer,
although the loss of one or more of its largest customers could have an adverse
effect upon its business.
(c)(1)(viii) Inapplicable.
(c)(1)(ix) Inapplicable.
(c)(1)(x) Competition among container leasing companies is based upon
several factors, including the location and availability of inventory, lease
rates, the type, quality and condition of the containers, the quality and
flexibility of the service offered and the confidence in and professional
relationship with the lessor. Other factors include the speed with which a
leasing company can prepare its containers for lease and the ease with which a
lessee believes it can do business with a lessor or its local area office. The
Leasing Company believes that it, on behalf of the Registrant, competes
favorably on all of these factors.
The Leasing Company, on behalf of the Registrant, competes with various
container leasing companies in the markets in which it conducts business,
including Genstar Container Corp., Transamerica Leasing, Triton Container
International Ltd., Trans Ocean Ltd., Textainer Corp. and others. In a series of
recent consolidations, one of the major leasing companies, as well as some
smaller ones, have been acquired by competitors. It is estimated that at the end
of 1995, the ten largest leasing companies (including the Leasing Company)
represented 94% of the global leased fleet. Genstar Container Corp. and
Transamerica Leasing, the two largest container leasing companies, had
approximately 50% of the worldwide leased container fleet at the end of 1995.
Some of the Leasing Company's competitors have greater financial resources than
the Leasing Company and may be more capable of offering lower per-diem rates on
a larger fleet. In the Leasing Company's experience, however, ocean carriers
will generally lease containers from more than one leasing company in order to
minimize dependence on a single supplier. In addition, not all container leasing
companies compete in the same market, as some supply only dry cargo containers
and not specialized containers, while others offer only long-term leasing.
(c)(1)(xi) Inapplicable.
(c)(1)(xii) Inapplicable.
(c)(1)(xiii) The Registrant, as a limited partnership, is managed by CCC,
the managing general partner, and accordingly does not itself have any
employees. CCC has 27 employees, consisting of 5 officers, 4 other managers and
18 clerical and staff personnel.
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(d) Financial Information About Foreign and Domestic Operations and Export
Sales
The Registrant's business is not divided between foreign or domestic
operations. The Registrant's business is the leasing of containers worldwide to
ocean-going steamship companies. To this extent, the Registrant's operations are
subject to the fluctuations of worldwide economic and political conditions that
may affect the pattern and levels of world trade.
Rental income from leases to foreign customers constituted approximately 90%
of the Registrant's total rental income for the years 1995, 1994 and 1993. The
Registrant 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 Registrant's leases generally require all payments to be made in
United States currency.
Item 2. Properties
As of December 31, 1995, the Registrant owned 2,357 twenty-foot and 356
forty-foot marine dry cargo containers suitable for transporting of cargo by
rail, sea or highway. The Registrant's containers were originally acquired from
five container manufacturers located in Japan, Korea and Taiwan. The average age
and manufacturers' invoice cost of the Registrant's fleet as of December 31,
1995 was as follows:
<TABLE>
<CAPTION>
Estimated
Useful Life Average Age Average Cost
----------- ----------- ------------
<S> <C> <C> <C>
20-Foot Dry Cargo Containers 10-15 years 14 years $ 2,199
40-Foot Dry Cargo Containers 10-15 years 14 years $ 3,305
</TABLE>
Utilization by lessees of the Registrant's containers fluctuates over time
depending on the supply of and demand for containers in the Registrant's
inventory locations. During 1995, utilization averaged 86%.
During 1995, the Registrant disposed of 1,157 twenty-foot and 153 forty-foot
marine dry cargo containers at an average book gain of $373 per container.
Item 3. Legal Proceedings
Inapplicable.
Item 4. Submission of Matters to a Vote of Security Holders
Inapplicable.
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<PAGE> 9
PART II
Item 5. Market for the Registrant's Common Equity and Related Stockholder
Matters
(a) Market Information
(a)(1)(i) The Registrant's outstanding units of limited partnership
interests are not traded on any market nor does an established public trading
market exist for such purposes.
(a)(1)(ii) Inapplicable.
(a)(1)(iii) Inapplicable.
(a)(1)(iv) Inapplicable.
(a)(1)(v) Inapplicable.
(a)(2) Inapplicable.
(b) Holders
<TABLE>
<CAPTION>
Number of Unit Holders
(b)(1) Title of Class as of December 31, 1995
-------------- -----------------------
<S> <C>
Units of limited partnership
interests 1,753
</TABLE>
(c) Dividends
Inapplicable. For the distributions made by the Registrant to its limited
partners, see Item 6 below, "Selected Financial Data."
9
<PAGE> 10
Item 6. Selected Financial Data
<TABLE>
<CAPTION>
Year Ended December 31,
------------------------------------------------------------------
1995 1994 1993 1992 1991
---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C>
Net lease revenue $1,068,493 $1,369,959 $1,762,234 $1,826,903 $3,404,949
Net earnings $1,573,088 $1,585,499 $1,484,327 $1,444,557 $3,038,013
Net earnings per unit of
limited partnership interest $ 51.17 $ 52.32 $ 48.72 $ 47.39 $ 99.96
Cash distributions per unit of
limited partnership interest $ 91.88 $ 90.00 $ 85.00 $ 106.25 $ 141.25
At year-end:
Total assets $3,264,762 $4,474,428 $5,613,393 $6,701,519 $8,467,281
Partners' capital $3,264,762 $4,474,428 $5,613,393 $6,701,519 $8,467,281
</TABLE>
Item 7. Management's Discussion and Analysis of Financial Condition and Result
of Operations
Liquidity and Capital Resources
At December 31, 1995, the Registrant had $837,918 in cash and cash
equivalents, a decrease of $278,940 and $503,021 from the December 31, 1994 and
1993 balances, respectively. Contributing to the decline in cash was the
Registrant's declining fleet size, as well as lower per-diem rental rates during
1995.
During the Registrant's first 10 years of operations, its primary objective
was to generate cash flow from operations for distribution to its limited
partners. Aside from the initial working capital reserve retained from the gross
subscription proceeds (equal to approximately 1.3% of such proceeds), the
Registrant relied primarily on container rental receipts to meet this objective,
as well as to finance current operating needs. No credit lines are maintained to
finance working capital. Commencing in 1991, the Registrant's 11th year of
operations, the Registrant began focusing its attention on the disposition of
its fleet in accordance with another of its original investment objectives,
realizing the residual value of its containers after the expiration of their
economic useful lives, estimated to be between 10 to 15 years after placement in
leased service. During this phase, the Registrant has actively disposed of
containers within its fleet, while cash proceeds from equipment disposals, in
addition to cash from operations, provided the cash flow for distributions to
the limited partners. The decision to dispose of containers is influenced by
various factors including age, condition, suitability for continued leasing as
well as the geographical location when disposed. The Registrant, having just
completed its 15th year of operations, will focus its attention during 1996 on
examining options that may be available to accelerate the disposition process.
At the same time, the Registrant will continue disposing its containers as
opportunities arise. The Registrant's efforts to dispose of the remaining fleet
should produce lower operating results and, consequently, lower distributions
from operations to its partners in subsequent periods. Cash generated from sales
proceeds is expected to increase in subsequent periods as the number of
container disposals increase. Cash generated from sales proceeds totaled
$1,296,770, $1,294,315 and $748,273 for the years ended December 31, 1995, 1994
and 1993, respectively.
The Registrant's allowance for doubtful accounts increased from $162,142 in
1994 to $198,828 in 1995. The Leasing Company, on behalf of the Registrant, has
either negotiated specific payment terms or is pursuing other alternatives in an
attempt to collect the outstanding receivable balances. During 1995, the Leasing
Company concentrated on improving the credit quality of its customer portfolio.
The Registrant expects to benefit from the improvement in the credit quality of
this customer portfolio, as the allowance for doubtful accounts and related
expenses should decline in subsequent periods.
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<PAGE> 11
Distributions from operations are allocated 1% to the general partners and
99% to the limited partners, until the limited partners have received a
cumulative return of 12% per annum on their adjusted capital contributions.
Thereafter, the distributions are allocated 50% to the general partners and 50%
to the limited partners. This has been the current sharing arrangement since
this threshold was reached during the fourth quarter of 1991. Distributions from
operations to the managing general partner in excess of 1% of distributable cash
are considered to be incentive fees and are compensation to the managing general
partner. Incentive fees declined $57,938, or approximately 35%, from 1994 as a
result of the decline in operating results.
From inception through February 29, 1996, the Registrant has distributed
$25,229,806 in cash from operations and $5,775,039 in cash from sales proceeds
to its limited partners. This represents a total distribution of $31,004,845, or
207% of the Registrant's original limited partners' investment. Distributions to
the partners are determined and paid quarterly, based primarily on each
quarter's cash flow from operations and cash generated from container sales.
Quarterly distributions are also affected by periodic increases or decreases to
working capital reserves, as deemed appropriate by the managing general partner.
The container leasing market generally softened during the fourth quarter of
1995 and has remained so during the early months of 1996. Demand for leased
containers remains stable in some areas of the world; however, sluggish activity
in other markets, particularly in Southeast Asia, has resulted in an increase in
container inventories. The current market conditions cannot be attributed to any
one factor; rather, a series of factors, in combination, have resulted in a
slowdown in leasing activity. Some of the contributing factors are: a slowdown
in some European economies, as well as in some Far East exporting countries;
increased efficiencies in the shipping industry through the formation of
alliances between shipping lines; and, a prolonged seasonal slowdown in
container demand during the holiday season. Although some further softening in
market conditions may be anticipated, the volume of world trade continues to
grow and the long-term outlook is a positive one.
Results of Operations
1995 - 1994
In 1995, the Registrant's operations were impacted by its declining fleet
size, increasingly competitive market conditions, including, but not limited to,
the container leasing market's resistance to higher per-diem rental rates, an
expanding supply of containers within the container industry, as well as
increased efficiencies in the shipping industry. The Registrant's net lease
revenue is determined by deducting direct operating expenses, management fees
and reimbursed administrative expenses, from rental revenues billed by the
Leasing Company from the leasing of the Registrant's containers. The
Registrant's net lease revenue is directly related to the size of its fleet and
the utilization and per-diem rental rates of the equipment owned by the
Registrant. Net lease revenue declined by approximately 22%, when compared to
1994. The Registrant expects net lease revenue to decline in subsequent periods
as it continues to dispose of its remaining fleet.
Utilization rates increased slightly from an average of 84% during 1994 to
an average of 86% during 1995. However, a 1% decline in average per-diem rental
rates and a declining fleet size, contributed to a 25% and 23% decline in gross
rental revenue and rental equipment operating expenses, respectively. During
1995, the Registrant's average fleet size (as measured in twenty-foot equivalent
units ("TEU")) was 3,773 TEU, as compared to 5,279 TEU in 1994.
11
<PAGE> 12
At December 31, 1995, 33% of the original equipment remained in the
Registrant's fleet, and was comprised of the following:
<TABLE>
<CAPTION>
20-Foot 40-Foot
------- -------
<S> <C> <C>
Containers on lease:
Term leases 220 9
Master lease 1,710 289
----- ---
Subtotal 1,930 298
Containers off lease 427 58
----- ---
Total container fleet 2,357 356
===== ===
</TABLE>
<TABLE>
<CAPTION>
20-Foot 40-Foot
-------------- --------------
Units % Units %
----- ----- ----- -----
<S> <C> <C> <C> <C>
Total purchases 7,257 100% 890 100%
Less disposals 4,900 68% 534 60%
----- ----- ----- -----
Remaining fleet at December 31, 1995 2,357 32% 356 40%
===== ===== ===== =====
</TABLE>
The Registrant disposed of 1,157 twenty-foot and 153 forty-foot marine dry
cargo containers during 1995, as compared to 1,183 twenty-foot and 161
forty-foot marine dry cargo containers during 1994. As a result, approximately
31% of the Registrant's net earnings for 1995 were from gain on disposal of
equipment, as compared to 26% for 1994. 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.
The Registrant's fleet became fully depreciated during 1994, and
accordingly, the Registrant did not recognize depreciation expense during 1995.
The Registrant's base management fee, a fixed fee based on the size of the
Registrant's fleet, declined by $140,482, or approximately 30%, during 1995. The
incentive fee, a performance-based fee subject to the operating results of the
fleet and cash generated from operations, also declined. The decline of these
management fees is expected to continue in subsequent periods as the
Registrant's disposal activities continue.
1994 - 1993
The container leasing industry began to benefit from a global economic
recovery during the latter half of 1994, experiencing an improvement in
conditions that existed during 1993, including an upward trend in utilization
rates, a reduction in container inventories, and a stabilization of declining
per-diem rental rates during the fourth quarter of 1994. However, the age and
condition of the Registrant's fleet, combined with the effects of a declining
fleet size and lower average per-diem rental rates during 1994, resulted in a
reduction of net lease revenue by approximately 22%, when compared to 1993. The
Registrant's average per-diem rental rates during 1994 were 5% lower than 1993
levels. Utilization averaged 84% during 1994, the same as the average rate
experienced during 1993.
12
<PAGE> 13
At December 31, 1994, the Registrant's fleet was comprised of the following:
<TABLE>
<CAPTION>
20-Foot 40-Foot
------- -------
<S> <C> <C>
Containers on lease:
Term leases 469 24
Master lease 2,479 401
----- ---
Subtotal 2,948 425
Containers off lease 566 84
----- ---
Total container fleet 3,514 509
===== ===
</TABLE>
<TABLE>
<CAPTION>
20-Foot 40-Foot
------------------ ----------------
Units % Units %
----- ----- ----- -----
<S> <C> <C> <C> <C>
Total purchases 7,257 100% 890 100%
Less disposals 3,743 52% 381 43%
----- --- --- ---
Remaining fleet at December 31, 1994 3,514 48% 509 57%
===== === === ===
</TABLE>
During 1994, the Registrant continued to focus on its initial objectives and
disposed of 1,183 twenty-foot and 161 forty-foot marine dry cargo containers, as
compared to disposals of 824 twenty-foot and 127 forty-foot marine dry cargo
containers during 1993. By the end of 1994, the Registrant had disposed of 51%
of its original fleet. During 1994, approximately 26% of the Registrant's net
earnings were from gains on disposal of equipment, as compared to 13% during the
prior year.
Depreciation expense declined as a result of the aging and declining size of
the Registrant's fleet. Most rental equipment direct operating expenses
decreased during 1994 as a result of the declining fleet size. However, these
declines were offset by an increase in the provision for doubtful accounts from
$1,966 in 1993 to $151,957 in 1994. The Registrant's base management fee
declined by $111,691, or approximately 19%, during 1994. Incentive fees declined
$214,876, or approximately 56%, from 1993.
Item 8. Financial Statements and Supplementary Data
13
<PAGE> 14
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
The Partners
IEA Marine Container Income Fund III
(A California Limited Partnership):
We have audited the accompanying balance sheets of IEA Marine Container Income
Fund III (A California Limited Partnership) as of December 31, 1995 and 1994,
and the related statements of operations, partners' capital and cash flows for
each of the three years in the period ended December 31, 1995. These financial
statements are the responsibility of the Partnership's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of IEA Marine Container Income
Fund III (A California Limited Partnership) as of December 31, 1995 and 1994,
and the results of its operations and its cash flows for each of the three years
in the period ended December 31, 1995, in conformity with generally accepted
accounting principles.
Arthur Andersen LLP
San Francisco, California,
March 15, 1996
14
<PAGE> 15
IEA MARINE CONTAINER INCOME FUND III
(A CALIFORNIA LIMITED PARTNERSHIP)
BALANCE SHEETS
DECEMBER 31, 1995 AND 1994
<TABLE>
<CAPTION>
Assets 1995 1994
------ ---- ----
<S> <C> <C>
Current assets:
Cash, includes $212,798 in 1995 and $182,194
in 1994 in interest-bearing accounts $ 212,918 $ 191,858
Short-term investments (note 2) 625,000 925,000
Net lease receivables due from Leasing Company
(notes 1 and 3) 408,952 447,404
----------- -----------
Total current assets 1,246,870 1,564,262
----------- -----------
Container rental equipment, at cost 6,678,748 9,670,148
Less accumulated depreciation 4,660,856 6,759,982
----------- -----------
Net container rental equipment 2,017,892 2,910,166
----------- -----------
$ 3,264,762 $ 4,474,428
=========== ===========
Partners' Capital
Partners' capital (deficit) (note 7):
General partners $ 4,657 $ (6,730)
Limited partners 3,260,105 4,481,158
----------- -----------
Total partners' capital 3,264,762 4,474,428
----------- -----------
$ 3,264,762 $ 4,474,428
=========== ===========
</TABLE>
The accompanying notes are an integral part of these statements.
15
<PAGE> 16
IEA MARINE CONTAINER INCOME FUND III
(A CALIFORNIA LIMITED PARTNERSHIP)
STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
<TABLE>
<CAPTION>
1995 1994 1993
---------- ---------- ----------
<S> <C> <C> <C>
Net lease revenue (notes 1 and 5) $1,068,493 $1,369,959 $1,762,234
Other operating expenses:
Depreciation (note 1) -- 187,076 466,177
Other general and administrative expenses 40,078 50,334 42,001
---------- ---------- ----------
40,078 237,410 508,178
---------- ---------- ----------
Earnings from operations 1,028,415 1,132,549 1,254,056
Other income:
Interest income 56,526 44,696 36,486
Net gain on disposal of equipment 488,147 408,254 193,785
---------- ---------- ----------
544,673 452,950 230,271
---------- ---------- ----------
Net earnings $1,573,088 $1,585,499 $1,484,327
========== ========== ==========
Allocation of net earnings:
General partners $ 37,873 $ 15,855 $ 22,602
Limited partners 1,535,215 1,569,644 1,461,725
---------- ---------- ----------
$1,573,088 $1,585,499 $1,484,327
========== ========== ==========
Limited partners' per unit share of net earnings $ 51.17 $ 52.32 $ 48.72
========== ========== ==========
</TABLE>
The accompanying notes are an integral part of these statements.
16
<PAGE> 17
IEA MARINE CONTAINER INCOME FUND III
(A CALIFORNIA LIMITED PARTNERSHIP)
STATEMENTS OF PARTNERS' CAPITAL
FOR THE YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
<TABLE>
<CAPTION>
Limited
Partners General
(note 7) Partners Total
-------- -------- -----
<S> <C> <C> <C>
Balances at January 1, 1993 $ 6,699,825 $ 1,694 $ 6,701,519
Net earnings 1,461,725 22,602 1,484,327
Cash distributions (2,550,017) (22,436) (2,572,453)
----------- ----------- -----------
Balances at December 31, 1993 5,611,533 1,860 5,613,393
Net earnings 1,569,644 15,855 1,585,499
Cash distributions (2,700,019) (24,445) (2,724,464)
----------- ----------- -----------
Balances at December 31, 1994 4,481,158 (6,730) 4,474,428
Net earnings 1,535,215 37,873 1,573,088
Cash distributions (2,756,268) (26,486) (2,782,754)
----------- ----------- -----------
Balances at December 31, 1995 $ 3,260,105 $ 4,657 $ 3,264,762
=========== =========== ===========
</TABLE>
The accompanying notes are an integral part of these statements.
17
<PAGE> 18
IEA MARINE CONTAINER INCOME FUND III
(A CALIFORNIA LIMITED PARTNERSHIP)
STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
<TABLE>
<CAPTION>
1995 1994 1993
----------- ----------- -----------
<S> <C> <C> <C>
Cash flows from operating activities:
Net earnings $ 1,573,088 $ 1,585,499 $ 1,484,327
Adjustments to reconcile net earnings to net cash
provided by (used in) operating activities:
Depreciation -- 187,076 466,177
Net gain on disposal of equipment (488,147) (408,254) (193,785)
Decrease (increase) in net lease receivables due
from Leasing Company 122,103 (158,253) 196,777
----------- ----------- -----------
Total adjustments (366,044) (379,431) 469,169
----------- ----------- -----------
Net cash provided by operating activities 1,207,044 1,206,068 1,953,496
----------- ----------- -----------
Cash flows from investing activities:
Proceeds from disposal of equipment 1,296,770 1,294,315 748,273
----------- ----------- -----------
Cash flows used in financing activities:
Distributions to partners (2,782,754) (2,724,464) (2,572,453)
----------- ----------- -----------
Net increase (decrease) in cash and cash equivalents (278,940) (224,081) 129,316
Cash and cash equivalents at beginning at year 1,116,858 1,340,939 1,211,623
----------- ----------- -----------
Cash and cash equivalents at end of year $ 837,918 $ 1,116,858 $ 1,340,939
=========== =========== ===========
</TABLE>
The accompanying notes are an integral part of these statements.
18
<PAGE> 19
IEA MARINE CONTAINER INCOME FUND III
(A CALIFORNIA LIMITED PARTNERSHIP)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1995, 1994 AND 1993
(1) Summary of Significant Accounting Policies
(a) Nature of Operations
IEA Marine Container Income Fund III (A California Limited
Partnership) (the "Partnership"), was organized under the laws of the
State of California on January 3, 1980 for the purpose of owning and
leasing marine dry cargo containers. The managing general partner is
Cronos Capital Corp. ("CCC"); the associate general partner is Smith
Barney Shearson, Inc. CCC, with its affiliate, Cronos Containers
Limited (the "Leasing Company"), manages and controls the business of
the partnership.
The Partnership commenced operations on April 3, 1981, when the
minimum subscription proceeds of $500,000 were obtained. The
Partnership offered 30,000 units of limited partnership interest at
$500 per unit, or $15,000,000. The offering terminated on June 26,
1981, at which time 30,000 limited partnership units had been
purchased.
As of December 31, 1995, the Partnership owned and operated 2,357
twenty-foot and 356 forty-foot 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 the lessor and the Leasing Company is
the 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.
19
<PAGE> 20
IEA MARINE CONTAINER INCOME FUND III
(A CALIFORNIA LIMITED PARTNERSHIP)
NOTES TO FINANCIAL STATEMENTS
(c) Basis of Accounting
The Partnership utilizes the accrual method of accounting. Revenue is
recorded when earned.
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.
(d) Allocation of Net Earnings and Partnership Distributions
Net earnings have been allocated between general and limited partners
in accordance with the Partnership Agreement.
Actual cash distributions differ from the allocations of net earnings
between the general and limited partners as presented in these
financial statements. Partnership distributions are based on
"distributable cash" and are paid to the general and limited partners
on a quarterly basis, in accordance with the provisions of the
Partnership Agreement. Distributions from operations are allocated 1%
to the general partners and 99% to the limited partners until the
limited partners have received a 3% cumulative quarterly return on
their adjusted capital contributions and thereafter 50% to the
limited partners and 50% to the general partners. In addition,
proceeds from container sales are also made quarterly; first to the
limited partners until they have received distributions equal to
their capital contributions; thereafter 99% to the limited partners
and 1% to the general partners until the limited partners have
received cumulative distributions equal to 8% per annum on their
adjusted capital contributions and thereafter 75% to the limited
partners and 25% to the general partners.
Distributions from operations to the general partners in excess of 1%
of distributable cash are considered to be incentive fees (as defined
by the Partnership Agreement) and are compensation to the general
partners. Incentive fees are charged to expense in the period
incurred.
(e) Depreciation of Containers
Rental equipment is depreciated over a twelve-year life on a
straight-line basis to its estimated salvage value.
(f) Income Taxes
The Partnership is not subject to income taxes, consequently no
provision for income taxes has been made. The Partnership files an
annual information tax return, prepared on the accrual basis of
accounting. At December 31, 1995, the tax basis of total partners'
capital was $3,293,981.
(g) Foreign Operations
The Partnership's business is not divided between foreign or domestic
operations. The Partnership's business is the leasing of containers
worldwide to ocean-going steamship companies and does not fit the
definition of reportable foreign operations within Financial
Accounting Standards Board Statement No. 14 "Financial Reporting for
Segments of a Business Enterprise." 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.
20
<PAGE> 21
IEA MARINE CONTAINER INCOME FUND III
(A CALIFORNIA LIMITED PARTNERSHIP)
NOTES TO FINANCIAL STATEMENTS
(h) Financial Statement Presentation
The Partnership has determined that for accounting purposes the
Leasing Agent Agreement is a lease, and the receivables, payables,
gross revenues and operating expenses attributable to the containers
managed by the Leasing Company are, for accounting purposes, those of
the Leasing Company and not of the Partnership. Consequently, the
Partnership's balance sheets and statement of operations display the
payments to be received by the Partnership from the Leasing Company
as the Partnership's receivables and revenues.
(2) Short-term Investments
Short-term investments are carried at cost which approximates market
value. Short-term investments with an original maturity of less than three
months are considered cash equivalents.
(3) 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 and incentive fees 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 December 31, 1995 and December 31, 1994 were as
follows:
<TABLE>
<CAPTION>
December 31, December 31,
1995 1994
------------ ------------
<S> <C> <C>
Lease receivables, net of doubtful accounts
of $198,828 in 1995 and $162,142
in 1994 $634,228 $916,605
Less:
Direct operating payables and accrued expenses 141,780 280,020
Damage protection reserve (note 4) 69,808 141,556
Incentive fees 13,688 47,625
-------- --------
$408,952 $447,404
======== ========
</TABLE>
(4) Damage Protection Plan
The Leasing Company offers a repair service to several lessees of the
Partnership's containers, whereby the lessee pays an additional rental fee
for the convenience of having the Partnership incur the repair expense for
containers damaged while on lease. This revenue is recorded when earned
according to the terms of the rental contract. A reserve has been
established to provide for the estimated costs incurred by this service.
This reserve is a component of net lease receivables due from the Leasing
Company (see note 3). The Partnership is not responsible in the event
repair costs exceed predetermined limits, or for repairs that are required
for damages not defined by the damage protection plan agreement.
21
<PAGE> 22
IEA MARINE CONTAINER INCOME FUND III
(A CALIFORNIA LIMITED PARTNERSHIP)
NOTES TO FINANCIAL STATEMENTS
(5) Net Lease Revenue
Net lease revenue is determined by deducting direct operating expenses,
base management and incentive fees 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 years ended
December 31, 1995, 1994 and 1993, was as follows:
<TABLE>
<CAPTION>
1995 1994 1993
---- ---- ----
<S> <C> <C> <C>
Rental revenue (note 8) $ 1,965,690 $ 2,603,881 $ 3,544,543
Rental equipment operating expenses 458,754 597,059 818,879
Base management fees (note 6) 329,130 469,612 581,303
Incentive fees (note 6) 109,313 167,251 382,127
------------ ------------ ------------
$ 1,068,493 $ 1,369,959 $ 1,762,234
============ ============ ============
</TABLE>
(6) Compensation to Managing General Partner
Base management fees are equal to $0.25 per day per twenty-foot and $0.43
per day per forty-foot container owned by the Partnership pursuant to
Section 4.3 of the Partnership Agreement. Incentive management fees are
equal to 50% of the remaining distributable cash from operations after a
cumulative return to the limited partners of 12% per annum of their
adjusted capital contributions pursuant to Section 4.4 of the Partnership
Agreement.
(7) Limited Partners' Capital
Cash distributions made to the limited partners during 1995, 1994 and 1993
included distributions of proceeds from equipment sales in the amount of
$1,368,759, $1,050,007, and $712,505, respectively. These distributions
are treated as a reduction of "Adjusted Capital Contributions" as defined
by the Partnership Agreement.
The limited partners' per unit share of capital at December 31, 1995, 1994
and 1993 was $109, $149 and $187, respectively. This is calculated by
dividing the limited partners' capital at the end of the year by 30,000,
the total number of limited partnership units.
(8) Major Lessees
No single lessee contributed more than 10% of the rental revenue earned
during 1995, 1994 and 1993.
22
<PAGE> 23
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure
Inapplicable.
23
<PAGE> 24
PART III
Item 10. Directors and Executive Officers of the Registrant
The Registrant, as such, has no officers or directors, but is managed by
CCC, the managing general partner. The officers and directors of CCC at January
31, 1996, are as follows:
<TABLE>
<CAPTION>
Name Office
- ------------------------------- ------------------------------------------------------------
<S> <C>
Dennis J. Tietz President, Chief Executive Officer, and Director
John P. McDonald Vice President/Sales
Elinor Wexler Vice President/Administration and Secretary
John Kallas Vice President/Treasurer and Chief Financial Officer
Laurence P. Sargent Director
Stefan M. Palatin Director
A. Darrell Ponniah Director
</TABLE>
DENNIS J. TIETZ Mr. Tietz, 43, as President and Chief Executive Officer, is
responsible for the general management of CCC. From 1986 until August 1992, Mr.
Tietz was responsible for the organization, marketing and after-market support
of CCC's investment programs. Mr. Tietz is also President and a director of
Cronos Securities Corp. and a director of The Cronos Group. Mr. Tietz was a
regional manager for CCC, responsible for various container leasing activities
in the U.S. and Europe from 1981 to 1986. Prior to joining CCC in December 1981,
Mr. Tietz was employed by Trans Ocean Leasing Corporation as Regional Manager
based in Houston, with responsibility for all leasing and operational activities
in the U.S. Gulf.
Mr. Tietz holds a B.S. degree in Business Administration from San Jose State
University and is a Registered Securities Principal with the NASD.
JOHN P. MCDONALD Mr. McDonald, 34, was elected Vice President - National
Sales Manager of CCC in August 1992, with responsibility for marketing CCC's
investment programs. Since 1988, Mr. McDonald had been Regional Marketing
Manager for the Southwestern U.S. From 1983 to 1988, Mr. McDonald held a number
of container leasing positions with CCC, the most recent of which was as Area
Manager for Belgium and the Netherlands, based in Antwerp.
Mr. McDonald holds a B.S. degree in Business Administration from Bryant
College, Rhode Island. Mr. McDonald is also a Vice President of Cronos
Securities Corp.
ELINOR A. WEXLER Ms. Wexler, 47, was elected Vice President - Administration
and Secretary of CCC in August 1992. Ms. Wexler has been employed by the General
Partner since 1987, and is responsible for investor services, compliance and
securities registration. From 1983 to 1987, Ms. Wexler was Manager of Investor
Services for The Robert A. McNeil Corporation, a real estate syndication
company, in San Mateo, California. From 1971 to 1983, Ms. Wexler held various
positions, including securities trader and international research editor, with
Nikko Securities Co., International, based in San Francisco.
Ms. Wexler attended the University of Oregon, Portland State University and
the Hebrew University of Jerusalem, Israel. Ms. Wexler is also Vice President
and Secretary of Cronos Securities Corp. and a Registered Principal with the
NASD.
JOHN KALLAS Mr. Kallas, 33, was elected Vice President/Treasurer and Chief
Financial Officer of CCC in December 1993 and is directly responsible for CCC's
accounting operations and reporting activities. Mr. Kallas has held various
accounting positions since joining CCC in 1989, including Controller, Director
of Accounting and Corporate Accounting Manager. From 1985 to 1989, Mr. Kallas
was an accountant with KPMG Peat Marwick, San Francisco, California.
Mr. Kallas holds a B.S. degree in Business Administration from the
University of San Francisco and is a certified public accountant. Mr. Kallas is
also Treasurer of Cronos Securities Corp.
24
<PAGE> 25
LAURENCE P. SARGENT Mr. Sargent, 66, joined the Board of Directors of CCC in
1991. Mr. Sargent was a founder of Leasing Partners International ("LPI") and
served as its Managing Director from 1983 until 1991. From 1977 to 1983, Mr.
Sargent held a number of positions with Trans Ocean Leasing Corporation, the
last of which was as a director of its refrigerated container leasing
activities. From 1971 to 1977, Mr. Sargent was employed by SSI Container
Corporation (later Itel Container International), ultimately serving as Vice
President / Far East. Prior to that, Mr. Sargent was a Vice President of Pacific
Intermountain Express, a major U.S. motor carrier, responsible for its bulk
container division. Mr. Sargent holds a B.A. degree from Stanford University.
Mr. Sargent also serves as a director of the Institute of International
Container Lessors ("IICL"), an industry trade association. Mr. Sargent is also a
director of Cronos Securities Corp.
Mr. Sargent retired as Deputy Chairman of the Group as of January 1, 1996.
He will remain a director of CCC, The Cronos Group, as well as other various
subsidiaries of The Cronos Group.
STEFAN M. PALATIN Mr. Palatin, 42, joined the Board of Directors of CCC in
January 1993. Mr. Palatin is Chairman and CEO of The Cronos Group, and was a
founder of LPI in 1983. From 1980 to 1991, Mr. Palatin was an executive director
of the Contrin Group, which has provided financing to the container leasing
industry, as well as other business ventures, and has sponsored limited
partnerships organized in Austria. From 1977 to 1980, Mr. Palatin was a
consultant to a number of companies in Austria, including Contrin. From 1973 to
1977, Mr. Palatin was a sales manager for Generali AG, the largest insurance
group in Austria.
Mr. Palatin, who is based in Austria, holds a Doctorate in Business
Administration from the University of Economics and World Trade in Vienna. Mr.
Palatin is also a director of The Cronos Group.
A. DARRELL PONNIAH Mr. Ponniah, 46, was elected to the Board of Directors of
CCC in January 1993. Mr. Ponniah is Chief Financial Officer of The Cronos Group
and is based in the United Kingdom. Prior to joining Cronos in 1991, Mr. Ponniah
was employed by the Barclays Bank Group and served as Chief Operating Officer of
Barclays European Equipment Finance. From 1973 to 1988, Mr. Ponniah was employed
by Rank Xerox, the European-based subsidiary of Xerox Corporation of the U.S.A.,
in a number of positions, the most recent of which was as Group Controller and
Chief Financial Officer of the International Equipment Financing Division of
Rank Xerox Limited.
Mr. Ponniah is an honors graduate of Manchester University in England and
holds post graduate degrees in operational research from Brunel University and
in Business Administration from the Manchester Business School. Mr. Ponniah is
also a director of The Cronos Group and Cronos Securities Corp.
The key management personnel of the Leasing Company at January 31, 1996,
were as follows:
<TABLE>
<CAPTION>
Name Title
- ------------------------------- ----------------------------------------------------
<S> <C>
Nigel J. Stribley President
John M. Foy Vice President/Americas
Geoffrey J. Mornard Vice President/Europe, Middle East and Africa
Danny Wong Vice President/Asia Pacific
David Heather Vice President/Technical Services
John C. Kirby Vice President/Operations
J. Gordon Steel Vice President/Tank Container Division
</TABLE>
NIGEL J. STRIBLEY Mr. Stribley, 42, has been responsible for the general
management of the Leasing Company since September 1991. From 1985 to 1991, Mr.
Stribley was a director of LPI, based in the United Kingdom and responsible for
worldwide lease marketing and operations of refrigerated containers. From 1978
to 1985, Mr. Stribley was employed by Sea Containers Limited, London, where he
was involved in refrigerated container leasing, ultimately as Manager of
Refrigerated Containers with responsibility for world-wide activities. From 1975
to 1978, Mr. Stribley was employed by Sealand Containerships, Ltd., the United
Kingdom subsidiary of a major U.S. container shipping company, as a management
trainee and later as Operations Manager and a Container Terminal Manager.
24
<PAGE> 26
Mr. Stribley holds a BA degree with honors from Bristol University in
England. Mr. Stribley is a director of The Cronos Group.
JOHN M. FOY Mr. Foy, 50, is directly responsible for the Leasing Company's
lease marketing and operations in North America, Central America, and South
America, and is based in San Francisco. From 1985 to 1993, Mr. Foy was Vice
President/Pacific with responsibility for dry cargo container lease marketing
and operations in the Pacific Basin. From 1977 to 1985 Mr. Foy was Vice
President of Marketing for Nautilus Leasing Services in San Francisco with
responsibility for worldwide leasing activities. From 1974 to 1977, Mr. Foy was
Regional Manager for Flexi-Van Leasing, a container lessor, with responsibility
for container leasing activities in the Western United States. Mr. Foy holds a
B.A. degree in Political Science from University of the Pacific, and a Bachelor
of Foreign Trade from Thunderbird Graduate School of International Management.
GEOFFREY J. MORNARD Mr. Mornard, 36, is directly responsible for the Leasing
Company's lease marketing and operations in Europe, the Middle East and Africa.
From 1991 to 1993, Mr. Mornard was Director of Marketing for refrigerated
containers in Australia and New Zealand. From 1989 to 1991, Mr. Mornard held the
same position with LPI. From 1979 to 1989, Mr. Mornard was employed by
Cooltainer Services, Ltd., a refrigerated container carrier company, initially
as Melbourne Branch Manager, later as Sydney Branch Manager, and ultimately as
Australian Trade Manager, responsible for marketing and operations of all
container traffic to and from Australia.
DANNY WONG Mr. Wong, 42, is responsible for the Leasing Company's lease
marketing and operations in Asia, Australia and the Indian sub-continent, and is
based in Singapore. From 1991 to 1993, Mr. Wong was Vice President/Refrigerated
Containers, responsible for the marketing of refrigerated containers worldwide
for the Leasing Company. From 1988 to 1991, Mr. Wong was employed by LPI, as
Director of Marketing for the Far East and Southeast Asia based in Singapore.
From 1987 to 1988, Mr. Wong was a district manager in Singapore covering leasing
activities in Southeast Asia for Gelco CTI, a major container leasing company.
From 1979 to 1987, Mr. Wong was employed by Flexi-Van Leasing in Singapore as a
sales manager and later as Regional Manager for Southeast Asia and the Indian
sub-continent. Mr. Wong holds a Diploma in Marketing Management from the
Singapore Institute of Management.
DAVID HEATHER Mr. Heather, 48, is responsible for all technical and
engineering activities of the fleet managed by the Leasing Company. Mr. Heather
was Technical Director for LPI, based in the United Kingdom, from 1986 to 1991.
From 1980 to 1986, Mr. Heather was employed by ABC Containerline NV as Technical
Manager with technical responsibility for the shipping line's fleet of dry
cargo, refrigerated and other specialized container equipment. From 1974 to
1980, Mr. Heather was Technical Supervisor for ACT Services Ltd., a shipping
line, with responsibility for technical activities related to refrigerated
containers. Mr. Heather holds a Marine Engineering Certificate from Riversdale
Marine Technical College in England.
JOHN C. KIRBY Mr. Kirby, 42, is responsible for container purchasing,
contract and billing administration, container repairs and leasing-related
systems, and is based in the United Kingdom. Mr. Kirby joined CCC in 1985 as
European Technical Manager and advanced to Director of European Operations in
1986, a position he held with CCC, and later the Leasing Company, until his
promotion to Vice President/Operations of the Leasing Company in 1992. From 1982
to 1985, Mr. Kirby was employed by CLOU Containers a container leasing company,
as Technical Manager based in Hamburg, Germany. Mr. Kirby acquired a
professional engineering qualification from the Mid-Essex Technical College in
England.
J. GORDON STEEL Mr. Steel, 63, is directly responsible for the overall lease
marketing activity for the Leasing Company's Tank Container Division. From 1990
to 1992, Mr. Steel held the position of Director/General Manager for Tiphook
Container's Tank Division. From 1977 to 1990, Mr. Steel held various managerial
positions, involving manufacturing and transportation of hazardous materials,
with Laporte Industries and ICI, major chemical distribution companies. Mr.
Steel is a qualified Chemical Engineer and attended the Associate Royal
Technical College in Scotland.
26
<PAGE> 27
Item 11. Executive Compensation
The Registrant pays a base management fee to the general partner as set
forth in the table below.
The Registrant also makes quarterly distributions to its partners (general
and limited) from cash generated from operations which are allocated 1% thereof
to the general partners and 99% thereof to the limited partners until the
limited partners have received a 3% cumulative quarterly return on their
adjusted capital contributions and, thereafter, 50% to the limited partners and
50% to the general partners. In addition, proceeds from container sales are also
made quarterly; first to the limited partners until the limited partners have
received cumulative distributions equal to their capital contributions;
thereafter, 99% to the limited partners and 1% to the general partners until the
limited partners have received cumulative distributions equal to 8% per annum on
their adjusted capital contributions and, thereafter, 75% to the limited
partners and 25% to the general partners. (See the Limited Partnership Agreement
for a complete discussion of the sharing arrangement for the sale proceeds.)
The Registrant does not pay or reimburse CCC or the associate general
partner for any remuneration payable by them to their officers, directors or
employees. All remuneration payable by CCC to its officers, directors and
employees, and all of CCC's corporate overhead incurred in connection with the
operation of the Registrant, is borne by CCC from the fees payable to it by the
Registrant and from other income earned by CCC.
The following table sets forth the fees the Registrant paid (on a cash
basis) to CCC and Smith Barney Shearson, Inc., the associate general partner of
the Registrant, for the fiscal year 1995.
<TABLE>
<CAPTION>
Cash Fees and
Name Description Distributions
---- ----------- -------------
<S> <C> <C>
1) CCC Base management fees - equal to $0.25 per $ 329,130
day per 20-foot container and $0.43 per
day per 40-foot container owned by the
Registrant pursuant to Section 4.3 of the
Limited Partnership Agreement
2) CCC Interest in Fund - 1% of distributable cash for $ 12,660
any quarter prior to receipt of the incentive
management fee pursuant to Section 4.4 of
the Limited Partnership Agreement
3) CCC Interest in Fund - 1% of sales proceeds for $ 12,443
any quarter pursuant to Section 4.5 of
Smith Barney the Limited Partnership Agreement
Shearson, Inc. $ 1,383
4) CCC Incentive management fee - 50% of the $ 143,250
remaining distributable cash from
operations after a cumulative return
to the Limited Partners of 12% per
annum of their adjusted capital
contributions pursuant to Section 4.4
of the Limited Partnership Agreement
(see note 1 to the financial statements)
</TABLE>
27
<PAGE> 28
Item 12. Security Ownership of Certain Beneficial Owners and Management
(a) Security Ownership of Certain Beneficial Owners
There is no person or "group" of persons known to the management of CCC, the
managing general partner of the Registrant, to be the beneficial owner of more
than five percent of the outstanding units of limited partnership interests of
the Registrant.
(b) Security Ownership of Management
The Registrant has no directors or officers. It is managed by CCC, the
managing general partner. Ownership of units of limited partnership
interests of the Registrant by CCC, its officers and/or directors of CCC is
as follows:
<TABLE>
<CAPTION>
Number Percent of
Name of Beneficial Owner of Units All Units
------------------------ -------- ---------
<S> <C> <C>
Dennis J. Tietz 38.0 0.127%
Cronos Capital Corp. 768.0 2.560%
----- -----
Officers, Directors and CCC as a Group 806.0 2.687%
===== =====
</TABLE>
(c) Changes in Control
Inapplicable.
Item 13. Certain Relationships and Related Transactions
(a) Transactions with Management and Others
The Registrant's only transactions with management and other related parties
during 1995 were limited to those fees paid or amounts committed to be paid (on
an annual basis) to CCC, the managing general partner, and Smith Barney
Shearson, Inc., the associate general partner. See Item 11, "Executive
Compensation," herein.
(b) Certain Business Relationships
Inapplicable.
(c) Indebtedness of Management
Inapplicable.
(d) Transactions with Promoters
Inapplicable.
28
<PAGE> 29
PART IV
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K
(a)1. Financial Statements
<TABLE>
<CAPTION>
Page
----
<S> <C>
The following financial statements of the Registrant are included in Part II, Item 8:
Report of Independent Public Accountants ............................................. 14
Balance sheets - December 31, 1995 and 1994 .......................................... 15
Statements of operations - for the years ended
December 31, 1995, 1994 and 1993 ................................................. 16
Statements of partners' capital - for the years ended
December 31, 1995, 1994 and 1993 ................................................. 17
Statements of cash flows - for the years ended
December 31, 1995, 1994 and 1993 ................................................. 18
Notes to financial statements ........................................................ 19
</TABLE>
All other schedules are omitted as the information is not required or the
information is included in the financial statements or notes thereto.
29
<PAGE> 30
(a)3. Exhibits
<TABLE>
<CAPTION>
Exhibit
No. Description Method of Filing
------- ----------- ----------------
<S> <C> <C>
3(a) Limited Partnership Agreement of the Registrant, amended and *
restated as of February 11, 1981
3(b) Certificate of Limited Partnership of the Registrant **
27 Financial Data Schedule Filed with this document
</TABLE>
(b) Reports on Form 8-K
No reports on Form 8-K were filed by the Registrant during the
quarter ended December 31, 1995
- ---------------------
* Incorporated by reference to Exhibit "A" to the Prospectus of the
Registrant dated February 12, 1981, included as part of Registration
Statement on Form S-1 (No. 2-70401)
** Incorporated by reference to Exhibit 3.4 to the Registration Statement on
Form S-1 (No. 2-70401)
30
<PAGE> 31
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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 MARINE CONTAINER INCOME FUND III
(A California Limited Partnership)
By Cronos Capital Corp.
The Managing General Partner
By /s/ John Kallas
----------------------------
John Kallas
Vice President/Treasurer and Chief Financial Officer
Principal Accounting Officer
Date: March 28, 1996
Pursuant to the requirement of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of Cronos
Capital Corp., the managing general partner of the Registrant, in the capacities
and on the dates indicated:
<TABLE>
<CAPTION>
Signature Title Date
<S> <C> <C>
/s/ Dennis J. Tietz President and Director of March 28, 1996
- ---------------------------------
Dennis J. Tietz Cronos Capital Corp.
("CCC") (Principal Executive
Officer of CCC)
/s/ John Kallas Vice President/Treasurer and March 28, 1996
- ---------------------------------
John Kallas Chief Financial Officer
(Principal Accounting Officer
of CCC)
/s/ Laurence P. Sargent Director of CCC March 28, 1996
- ---------------------------------
Laurence P. Sargent
/s/ A. Darrell Ponniah Director of CCC March 28, 1996
- ---------------------------------
A. Darrell Ponniah
</TABLE>
SUPPLEMENTAL INFORMATION
The Registrant's annual report will be furnished to its limited partners on
or about April 30, 1996. Copies of the annual report will be concurrently
furnished to the Commission for information purposes only, and shall not be
deemed to be filed with the Commission.
<PAGE> 32
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
No. Description Method of Filing
------- ----------- ----------------
<S> <C> <C>
3(a) Limited Partnership Agreement of the Registrant, amended and *
restated as of February 11, 1981
3(b) Certificate of Limited Partnership of the Registrant **
27 Financial Data Schedule Filed with this document
</TABLE>
- ----------------
* Incorporated by reference to Exhibit "A" to the Prospectus of the
Registrant dated February 12, 1981, included as part of Registration
Statement on Form S-1 (No. 2-70401)
** Incorporated by reference to Exhibit 3.4 to the Registration Statement
on Form S-1 (No. 2-70401)
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE BALANCE
SHEET AT DECEMBER 31, 1995 AND THE STATEMENT OF OPERATIONS FOR THE TWELVE MONTHS
ENDED DECEMBER, 31, 1995 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS INCLUDED AS PART OF ITS ANNUAL REPORT ON FORM 10-K FOR THE
PERIOD ECEMBER 31, 1995
</LEGEND>
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-START> JAN-01-1995
<PERIOD-END> DEC-31-1995
<CASH> 837,918
<SECURITIES> 0
<RECEIVABLES> 408,952
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 1,246,870
<PP&E> 6,678,748
<DEPRECIATION> 4,660,856
<TOTAL-ASSETS> 3,264,762
<CURRENT-LIABILITIES> 0
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 3,264,762
<TOTAL-LIABILITY-AND-EQUITY> 3,264,762
<SALES> 0
<TOTAL-REVENUES> 1,613,166
<CGS> 0
<TOTAL-COSTS> 40,078
<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> 1,573,088
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
