IEA MARINE CONTAINER INCOME FUND IV
10-Q, 1996-05-15
WATER TRANSPORTATION
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<PAGE>   1
                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                    FORM 10-Q

[X]   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 1996

                                       OR

[ ]   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM _____ TO _____

                         Commission file number 0-11163

                       IEA MARINE CONTAINER INCOME FUND IV

                       (A CALIFORNIA LIMITED PARTNERSHIP)
             (Exact name of registrant as specified in its charter)

          California                                          93-0798850
(State or other jurisdiction of                            (I.R.S. Employer
incorporation or organization)                             Identification No.)

         444 Market Street, 15th Floor, San Francisco, California 94111
               (Address of principal executive offices) (Zip Code)

                                 (415) 677-8990
              (Registrant's telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X . No   .
                                      ---    ---

<PAGE>   2
                       IEA MARINE CONTAINER INCOME FUND IV
                       (A CALIFORNIA LIMITED PARTNERSHIP)

                      REPORT ON FORM 10-Q FOR THE QUARTERLY
                           PERIOD ENDED MARCH 31, 1996

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                      PAGE

<S>                                                                                                   <C>
PART I - FINANCIAL INFORMATION

  Item 1. Financial Statements

          Balance Sheets - March 31, 1996 (unaudited) and December 31, 1995                            4

          Statements of Operations for the three months ended March 31, 1996 and 1995 (unaudited)      5

          Statements of Cash Flows for the three months ended March 31, 1996 and 1995 (unaudited)      6

          Notes to Financial Statements (unaudited)                                                    7

  Item 2. Management's Discussion and Analysis of Financial Condition and Results of                  10
          Operations


PART II - OTHER INFORMATION

  Item 6. Exhibits and Reports on Form 8-K                                                            12
</TABLE>




                                        2
<PAGE>   3
                         PART I - FINANCIAL INFORMATION

Item 1.   Financial Statements

          Presented herein are the Registrant's balance sheets as of March 31,
          1996 and December 31, 1995, statements of operations for the three
          months ended March 31, 1996 and 1995, and statements of cash flows for
          the three months ended March 31, 1996 and 1995.



                                        3
<PAGE>   4
                       IEA MARINE CONTAINER INCOME FUND IV
                       (A CALIFORNIA LIMITED PARTNERSHIP)

                                 BALANCE SHEETS

                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                March 31,     December 31,
                                                                  1996           1995
                                                                  ----           ----

<S>                                                            <C>             <C>        
                   Assets
                   ------

Current assets:
    Cash, includes $371,715 at March 31, 1996 and $236,559
       at December 31, 1995 in interest-bearing accounts       $   372,492     $   236,819
    Short-term investments                                       1,000,826       1,250,000
    Net lease receivables due from Leasing Company
       (notes 1 and 2)                                             976,537         747,402
                                                               -----------     -----------

           Total current assets                                  2,349,855       2,234,221
                                                               -----------     -----------

Container rental equipment, at cost                             12,728,498      14,203,296
    Less accumulated depreciation                                8,799,318       9,642,888
                                                               -----------     -----------
       Net container rental equipment                            3,929,180       4,560,408
                                                               -----------     -----------

                                                               $ 6,279,035     $ 6,794,629
                                                               ===========     ===========

      Liabilities and Partners' Capital
      ---------------------------------

Partners' capital:

    General partners                                           $    32,617     $    35,782
    Limited partners                                             6,246,418       6,758,847
                                                               -----------     -----------

           Total partners' capital                               6,279,035       6,794,629
                                                               -----------     -----------

                                                               $ 6,279,035     $ 6,794,692
                                                               ===========     ===========
</TABLE>


        The accompanying notes are an integral part of these statements.


                                        4
<PAGE>   5
                       IEA MARINE CONTAINER INCOME FUND IV
                       (A CALIFORNIA LIMITED PARTNERSHIP)

                            STATEMENTS OF OPERATIONS

                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                      Three Months Ended
                                                      ------------------
                                                    March 31,     March 31,
                                                      1996          1995
                                                      ----          ----


<S>                                                  <C>          <C>      
Net lease revenue (notes 1 and 3)                    $336,365     $ 511,781

Other operating expenses:
   Depreciation                                       157,698       199,052
   Other general and administrative expenses            9,347        13,870
                                                     --------     ---------
                                                      167,045       212,922
                                                     --------     ---------

     Earnings from operations                         169,320       298,859

Other income (expense):
   Interest income                                     19,082        26,088
   Interest expense                                      --          (5,156)
   Net gain on disposal of equipment                  247,578       151,134
                                                     --------     ---------
                                                      266,660       172,066
                                                     --------     ---------

     Net earnings                                    $435,980     $ 470,925
                                                     ========     =========

Allocation of net earnings:

   General partners                                  $  4,360     $   4,709
   Limited partners                                   431,620       466,216
                                                     --------     ---------

                                                     $435,980     $ 470,925
                                                     ========     =========

Limited partners' per unit share of net earnings     $  15.57     $   16.82
                                                     ========     =========
</TABLE>

        The accompanying notes are an integral part of these statements.



                                       5
<PAGE>   6
                       IEA MARINE CONTAINER INCOME FUND IV
                       (A CALIFORNIA LIMITED PARTNERSHIP)

                            STATEMENTS OF CASH FLOWS

                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                              Three Months Ended
                                                              ------------------
                                                         March 31,      March 31,
                                                           1996           1995
                                                           ----           ----


<S>                                                    <C>              <C>        
Net cash provided by operating activities              $   460,749      $   703,827


Cash flows provided by investing activities:
   Proceeds from disposal of equipment                     377,322          465,961


Cash flows used in financing activities:
   Distribution to partners                               (951,573)      (1,012,914)
   Principal payment of long-term debt                        --           (283,547)
                                                       -----------      -----------
                                                          (951,573)      (1,296,461)

Net decrease in cash and cash equivalents                 (113,502)        (126,673)

Cash and cash equivalents at January 1                   1,486,820        1,908,196
                                                       -----------      -----------


Cash and cash equivalents at March 31                  $ 1,373,318      $ 1,781,523
                                                       ===========      ===========


Supplemental disclosure for cash flow information:
   Cash paid during the period for:
     Interest                                          $      --        $     7,734
                                                       ===========      ===========
</TABLE>





        The accompanying notes are an integral part of these statements.


                                       6
<PAGE>   7
                       IEA MARINE CONTAINER INCOME FUND IV
                       (A CALIFORNIA LIMITED PARTNERSHIP)

                     NOTES TO UNAUDITED FINANCIAL STATEMENTS

(1)   Summary of Significant Accounting Policies

      (a) Nature of Operations

          IEA Marine Container Income Fund IV (A California Limited Partnership)
          (the "Partnership") was organized under the laws of the State of
          California on November 25, 1981 for the purpose of owning and leasing
          marine 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.

      (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 lessor and the Leasing Company is lessee.

          The Leasing Agent Agreement generally provides that the Leasing
          Company will make payments to the Partnership based upon rentals
          collected from ocean carriers after deducting direct operating
          expenses and management fees to CCC. 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.

      (c) Basis of Accounting

          The Partnership utilizes the accrual method of accounting. Revenue is
          recognized when earned.

          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 statements of operations display the
          payments to be received by the Partnership from the Leasing Company as
          the Partnership's receivables and revenues.



                                                                     (Continued)


                                       7
<PAGE>   8
                       IEA MARINE CONTAINER INCOME FUND IV
                       (A CALIFORNIA LIMITED PARTNERSHIP)

                     NOTES TO UNAUDITED FINANCIAL STATEMENTS

    (d)   Financial Statement Presentation

          These financial statements have been prepared without audit. Certain
          information and footnote disclosures normally included in financial
          statements prepared in accordance with generally accepted accounting
          procedures have been omitted. It is suggested that these financial
          statements be read in conjunction with the financial statements and
          accompanying notes in the Partnership's latest annual report on Form
          10-K.

          The preparation of financial statements in conformity with generally
          accepted accounting principles (GAAP) requires the Partnership to make
          estimates and assumptions that affect the reported amounts of assets
          and liabilities and disclosure of contingent assets and liabilities at
          the date of the financial statements and the reported amounts of
          revenues and expenses during the reported period.

          The interim financial statements presented herewith reflect all
          adjustments of a normal recurring nature which are, in the opinion of
          management, necessary to a fair statement of the financial condition
          and results of operations for the interim periods presented.

(2)     Net Lease Receivables Due from Leasing Company

        Net lease receivables due from the Leasing Company are determined by
        deducting direct operating payables and accrued expenses, and incentive
        fees payable to CCC, the Leasing Company, 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 March 31, 1996 and December 31,
        1995 were as follows:


<TABLE>
<CAPTION>
                                                              March 31,      December 31,
                                                                1996           1995

<S>                                                          <C>            <C>
          Lease receivables, net of doubtful accounts
             of $321,008 at March 31, 1996 and $302,643
             at December 31, 1995                            $1,675,131     $1,332,907
          Less:
          Direct operating payables and accrued expenses        373,343        288,975
          Damage protection reserve                             106,880        120,737
          Incentive fees                                        218,371        175,793
                                                             ----------     ----------

                                                             $  976,537     $  747,402
                                                             ==========     ==========
</TABLE>




                                                                     (Continued)


                                       8
<PAGE>   9
                       IEA MARINE CONTAINER INCOME FUND IV
                       (A CALIFORNIA LIMITED PARTNERSHIP)

                     NOTES TO UNAUDITED FINANCIAL STATEMENTS

(3)   Net Lease Revenue

      Net lease revenue is determined by deducting direct operating expenses and
      management fees to CCC and the Leasing Company, from the rental revenue
      billed by the Leasing Company under operating leases to ocean carriers for
      the containers owned by the Partnership. Net lease revenue for the
      three-month periods ended March 31, 1996 and 1995, was as follows:



<TABLE>
<CAPTION>
                                                     Three Months Ended
                                                     ------------------
                                                  March 31,     March 31,
                                                    1996          1995
                                                    ----          ----


<S>                                                <C>          <C>       
           Rental revenue                          $954,670     $1,242,270

           Rental equipment operating expenses      220,498        225,231
           Base management fees                     179,436        230,193
           Incentive fees                           218,371        275,065
                                                   --------     ----------

                                                   $336,365     $  511,781
                                                   ========     ==========
</TABLE>





                                       9
<PAGE>   10
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations

It is suggested that the following discussion be read in conjunction with the
Registrant's most recent annual report on Form 10-K.

1)    Material changes in financial condition between March 31, 1996 and
      December 31, 1995.

      As discussed in the Registrant's report for the year ended December 31,
      1995, the Registrant entered 1996 with a view towards continuing the
      disposition process of its container fleet. A lack of viable options
      during the first quarter of 1996 resulted in the Registrant's continued
      disposal of containers as part of its ongoing container operations.
      Accordingly, 684 containers were disposed during the first quarter of
      1996, contributing to a decline in the Registrant's operating results and
      the related cash balances. At March 31, 1996, 53% of the original
      equipment remained in the Registrant's fleet, as compared to 59% at
      December 31, 1995, and was comprised of the following:



<TABLE>
<CAPTION>
                                        20-Foot      40-Foot
                                        -------      -------

<S>                                      <C>          <C>
          Containers on lease:
               Term leases                 290          282
               Master lease              2,316        1,711
                                         -----        -----
                   Subtotal              2,606        1,993
          Containers off lease             548          497
                                         -----        -----
                                                   
               Total container fleet     3,154        2,490
                                         =====        =====
</TABLE>

                                                
<TABLE>
<CAPTION>
                                                   20-Foot            40-Foot
                                                   -------            -------
                                                Units      %       Units      %
                                                -----      -       -----      -

<S>                                             <C>       <C>      <C>       <C> 
          Total purchases                       7,097     100%     3,647     100%
               Less disposals                   3,943      56%     1,157      32%
                                                -----     ---      -----     ---

          Remaining fleet at March 31, 1996     3,154      44%     2,490      68%
                                                =====     ===      =====     ===
</TABLE>



      Net lease receivables at March 31, 1996 increased when compared to
      December 31, 1995, as cash collections of outstanding receivables slowed.
      During the first quarter of 1996, distributions from operations and sales
      proceeds amounted to $951,573, reflecting distributions to the general and
      limited partners for the fourth quarter of 1995. This represents a decline
      from the $1,038,183 distributed during the fourth quarter of 1995,
      reflecting distributions for the third quarter of 1995. The Registrant's
      efforts to dispose of the remaining fleet should produce lower operating
      results and, consequently, lower distributions to its partners in
      subsequent periods.

      The statements contained in the following discussion are based on current
      expectations. These statements are forward looking and actual results may
      differ materially. The container leasing market generally softened during
      the fourth quarter of 1995 and has remained so during the first quarter of
      1996. At March 31, 1996, container inventories remained at
      larger-than-usual levels, resulting in a decline in the Registrant's
      utilization rate from 87% at December 31, 1995 to 82% at March 31, 1996.
      During the first quarter of 1996, the Leasing Company implemented various
      marketing strategies, including but not limited to, offering incentives to
      shipping companies and repositioning containers to high demand locations
      in order to counter these market conditions. The Leasing Company expects
      the Registrant to recognize the benefits of these efforts during the next
      few quarters of 1996. However, downward pressures on base per-diem rental
      rates have begun to emerge within the container leasing market. A
      reduction in per-diem rental rates, combined with current utilization
      levels, could impact the Registrant's results from operations during the
      remainder of 1996.



                                       10
<PAGE>   11
2)    Material changes in the results of operations between the three-month
      period ended March 31, 1996 and the three- month period ended March 31,
      1995.

      Net lease revenue for the first quarter of 1996 was $336,365, a decline of
      34% from the first quarter of 1995. Approximately 57% of the Registrant's
      net earnings for the three-month period ended March 31, 1996 were from
      gain on disposal of equipment, as compared to 32% for the same three-month
      period in the prior year. As the Registrant's container disposals increase
      in subsequent periods, net gain on disposal will contribute significantly
      to the Registrant's net earnings.

      Gross rental revenue (a component of net lease revenue) for the quarter
      was $954,670, a decline of 23% from the same period last year. During
      1996, gross rental revenue was primarily impacted by the Registrant's
      diminishing fleet size and utilization levels. Average per-diem rental
      rates remained relatively stable when compared to the same period in the
      prior year. The Registrant's average fleet size and utilization rates for
      the three-month periods ended March 31, 1996 and 1995 were as follows:



<TABLE>
<CAPTION>
                                                          Three Months Ended
                                                          ------------------
                                                         March 31,    March 31,
                                                           1996        1995
                                                           ----        ----

<S>                                                         <C>        <C>
                  Average Fleet Size (measured in
                    twenty-foot equivalent units (TEU))     8,525      12,475
                  Average Utilization                          82%         84%
</TABLE>



      Rental equipment operating expenses were 23% of the Registrant's gross
      lease revenue during the three-month period ended March 31, 1996, as
      compared to 18% during the three-month period ended March 31, 1995. This
      increase was largely attributable to an increase in costs associated with
      lower utilization levels, including handling, storage and repositioning.
      The Registrant's declining fleet size and related operating performance
      also contributed to a decline in base management and incentive fees, when
      compared to the same period in the prior year.


                                       11
<PAGE>   12
                           PART II - OTHER INFORMATION

Item 6. Exhibits and Reports on Form 8-K

(a)   Exhibits


<TABLE>
<CAPTION>
Exhibit
  No.          Description                                                                        Method of Filing
  ---          -----------                                                                        ----------------


<S>            <C>                                                                                    
   3(a)        Limited Partnership Agreement of the Registrant, amended and                       *
               restated as of January 15, 1982

   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 March 31, 1996


- -----------------------

*     Incorporated by reference to Exhibit "A" to the Prospectus of the
      Registrant dated January 18, 1982, included as part of Registration
      Statement on Form S-1 (No. 2-75378)


                                       12
<PAGE>   13
**    Incorporated by reference to Exhibit 3.2 to the Registration Statement on
      Form S-1 (No. 2-75378)



                                       13
<PAGE>   14
                                   SIGNATURES

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this Report to be signed on its behalf by the
undersigned thereunto duly authorized.

                                    IEA MARINE CONTAINER INCOME FUND IV
                                    (A California Limited Partnership)

                                    By   Cronos Capital Corp.
                                         The Managing General Partner

                                    By    /s/ JOHN KALLAS
                                          --------------------------

                                         John Kallas
                                         Vice President, Chief Financial Officer
                                         Principal Accounting Officer

Date:  May 14, 1996


                                       14
<PAGE>   15
                                  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 January 15, 1982

   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 January 18, 1982, included as part of Registration
      Statement on Form S-1 (No. 2-75378)

<PAGE>   16
**    Incorporated by reference to Exhibit 3.2 to the Registration Statement on
      Form S-1 (No. 2-75378)




<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE BALANCE
SHEET AT MARCH 31, 1996 (UNAUDITED) AND THE STATEMENT OF OPERATIONS FOR THE
QUARTERLY PERIOD ENDED MARCH 31, 1996 (UNAUDITED) AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS INCLUDED AS PART OF ITS
QUARTERLY REPORT ON FORM 10-Q FOR THE PERIOD MARCH 31, 1996
</LEGEND>
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-START>                             JAN-01-1996
<PERIOD-END>                               MAR-31-1996
<CASH>                                         1373318
<SECURITIES>                                         0
<RECEIVABLES>                                   976537
<ALLOWANCES>                                         0
<INVENTORY>                                          0
<CURRENT-ASSETS>                               2349855
<PP&E>                                        12728498
<DEPRECIATION>                                 8799318
<TOTAL-ASSETS>                                 6279035
<CURRENT-LIABILITIES>                                0
<BONDS>                                              0
                                0
                                          0
<COMMON>                                             0
<OTHER-SE>                                     6279035
<TOTAL-LIABILITY-AND-EQUITY>                   6279035
<SALES>                                              0
<TOTAL-REVENUES>                                603025
<CGS>                                                0
<TOTAL-COSTS>                                   167045
<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>                                    435980
<EPS-PRIMARY>                                        0
<EPS-DILUTED>                                        0
        

</TABLE>


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