<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 SEPTEMBER 30, 1995
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 0-13432
IEA MARINE CONTAINER INCOME FUND V(B)
(Exact name of registrant as specified in its charter)
California 94-2911066
(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 V(B)
REPORT ON FORM 10-Q FOR THE QUARTERLY
PERIOD ENDED SEPTEMBER 30, 1995
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
<S> <C>
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
Balance Sheets - September 30, 1995 (unaudited) and December 31, 1994 2
Statements of Operations for the three and nine months ended September 30, 1995 and 1994 3
(unaudited)
Statements of Cash Flows for the nine months ended September 30, 1995 and 1994 4
(unaudited)
Notes to Financial Statements (unaudited) 5
Item 2. Management's Discussion and Analysis of Financial Condition and Results of7
Operations
PART II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K 9
</TABLE>
<PAGE> 3
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
Presented herein are the Registrant's balance sheets as of September
30, 1995 and December 31, 1994, statements of operations for the three
and nine months ended September 30, 1995, and 1994, and statements of
cash flows for the nine months ended September 30, 1995, and 1994.
<PAGE> 4
IEA MARINE CONTAINER INCOME FUND V(B)
BALANCE SHEETS
(UNAUDITED)
<TABLE>
<CAPTION>
September 30, December 31,
1995 1994
------------ -------------
<S> <C> <C>
Assets
------
Current assets:
Cash, includes $163,913 at September 30, 1995 and $102,749
at December 31, 1994 in interest-bearing accounts $ 164,488 $ 111,846
Short-term investments 390,000 451,523
Net lease receivables due from Leasing Company
(notes 1 and 2) 302,993 334,734
------------ -------------
Total current assets 857,481 898,103
------------ -------------
Container rental equipment, at cost 5,748,767 6,566,166
Less accumulated depreciation 3,542,005 3,810,244
------------ -------------
Net container rental equipment 2,206,762 2,755,922
------------ -------------
$ 3,064,243 $ 3,654,025
============ =============
Partners' Capital
-----------------
Partners' capital (deficit):
General partners $ 1,212 $ 2,490
Limited partners 3,063,031 3,651,535
------------ -------------
Total partners' capital 3,064,243 3,654,025
------------ -------------
$ 3,064,243 $ 3,654,025
============ =============
</TABLE>
The accompanying notes are an integral part of these statements.
2
<PAGE> 5
IEA MARINE CONTAINER INCOME FUND V(B)
STATEMENTS OF OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
------------------------------ ------------------------------
September 30, September 30, September 30, September 30,
1995 1994 1995 1994
------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
Net lease revenue (notes 1 and 3) $ 202,867 $ 203,456 $ 694,691 $ 711,661
Other operating expenses:
Depreciation 74,123 88,693 232,936 275,992
Other general and administrative expenses 4,309 9,372 26,636 28,636
----------- ----------- ----------- -----------
78,432 98,065 259,572 304,628
----------- ----------- ----------- -----------
Earnings from operations 124,435 105,391 435,119 407,033
Other income:
Interest income 7,543 6,424 24,467 15,657
Net gain on disposal of equipment 27,469 18,141 125,998 112,738
----------- ----------- ----------- -----------
35,012 24,565 150,465 128,395
----------- ----------- ----------- -----------
Net earnings $ 159,447 $ 129,956 $ 585,584 $ 535,428
=========== =========== =========== ===========
Allocation of net earnings:
General partners $ 35,888 $ 34,366 $ 103,201 $ 94,970
Limited partners 123,559 95,590 482,383 440,458
=========== =========== =========== ===========
$ 159,447 $ 129,956 $ 585,584 $ 535,428
=========== =========== =========== ===========
Limited partners' per unit share of
net earnings $ 7 $ 6 $ 28 $ 26
=========== =========== =========== ===========
</TABLE>
The accompanying notes are an integral part of these statements.
3
<PAGE> 6
IEA MARINE CONTAINER INCOME FUND V(B)
STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
Nine Months Ended
---------------------------------
September 30, September 30,
1995 1994
------------- ------------
<S> <C> <C>
Net cash provided by operating activities $ 779,998 $ 695,145
Cash flows provided by investing activities:
Proceeds from disposal of equipment 386,486 397,506
Cash flows used in financing activities:
Distribution to partners (1,175,365) (1,130,383)
------------ -----------
Net decrease in cash and cash equivalents (8,881) (37,732)
Cash and cash equivalents at January 1 563,369 638,928
------------ -----------
Cash and cash equivalents at September 30 $ 554,488 $ 601,196
============ ===========
</TABLE>
The accompanying notes are an integral part of these statements.
4
<PAGE> 7
IEA MARINE CONTAINER INCOME FUND V(B)
NOTES TO UNAUDITED FINANCIAL STATEMENTS
SEPTEMBER 30, 1995 AND DECEMBER 31, 1994
(1) Summary of Significant Accounting Policies
(a) Nature of Operations
IEA Marine Container Income Fund V(B) (the "Partnership") is a limited
partnership organized under the laws of the State of California on
August 8, 1983 for the purpose of owning and leasing marine cargo
containers. The managing general partner is Cronos Capital Corp.
("CCC"); the associate general partners include four individuals. 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.
(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 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.
(Continued)
5
<PAGE> 8
IEA MARINE CONTAINER INCOME FUND V(B)
NOTES TO UNAUDITED FINANCIAL STATEMENTS
(2) Net Lease Receivables Due from Leasing Company
Net lease receivables due from the Leasing Company are determined by
deducting direct operating payables and accrued expenses, base management
fees payable, reimbursed administrative 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 September 30, 1995 and December 31, 1994 were as follows:
<TABLE>
<CAPTION>
September 30, December 31,
1995 1994
------------- ------------
<S> <C> <C>
Lease receivables, net of doubtful accounts
of $102,545 at September 30, 1995 and $87,666
at December 31, 1994 $ 541,399 $ 589,082
Less:
Direct operating payables and accrued expenses 123,311 81,968
Damage protection reserve 34,638 79,405
Base management fees 36,269 42,762
Reimbursed administrative expenses 5,662 8,422
Incentive fees 38,526 41,791
----------- -----------
$ 302,993 $ 334,734
=========== ===========
</TABLE>
(3) Net Lease Revenue
Net lease revenue is determined by deducting direct operating expenses,
management fees and reimbursed administrative expenses 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 and nine-month periods ended
September 30, 1995 and 1994, was as follows:
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
------------------------------- -------------------------------
September 30, September 30, September 30, September 30,
1995 1994 1995 1994
-------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
Rental revenue $ 397,564 $ 485,012 $ 1,249,950 $ 1,447,901
Rental equipment
operating expenses 106,954 174,037 274,807 417,022
Base management fees 24,945 34,983 83,006 101,312
Incentive fees 38,526 44,403 127,331 130,596
Reimbursed administrative expenses 24,272 28,133 70,115 87,310
------------ ----------- ------------ ------------
$ 202,867 $ 203,456 $ 694,691 $ 711,661
============ =========== ============ ============
</TABLE>
6
<PAGE> 9
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 September 30, 1995 and
December 31, 1994.
The Registrant's cash balances at September 30, 1995 included sales
proceeds from equipment disposals in the amount of $101,734. The Registrant
will distribute these sales proceeds and $246,304 of cash from operations
during the fourth quarter of 1995, representing distributions to its
limited partners for the third quarter of 1995.
Net lease receivables due from the Leasing Company declined 9% from
December 31, 1994. Contributing to this decline was a 50% increase in
direct operating payables and accrued expenses, arising from an increase in
deferred revenue from advance billings to container lessees. During the
first nine months of 1995, the reserve for container repairs covered by the
damage protection plan was impacted by a reduction in the number of
containers covered under the plan, resulting in a 56% decline, partially
offsetting the increase in direct operating payables and accrued expenses.
2) Material changes in the results of operations between the three and
nine-month periods ended September 30, 1995 and the three and nine-month
periods ended September 30, 1994.
Net lease revenue for the third quarter of 1995 was $202,867, compared to
$203,456 for the third quarter of 1994. However, gross rental revenue (a
component of net lease revenue) for the quarter was $397,564, a decline of
18% from the same period last year. For the first nine months of 1995, net
lease revenue was $694,691, a decline of 2% from the first nine months of
1994. Gross rental revenue declined 14% to $1,249,950 over the same
nine-month period.
Gross rental revenue for the third quarter and first nine months of 1995
was primarily affected by the Registrant's diminishing fleet size.
Utilization rates increased from those levels experienced during the same
periods in the prior year. However, competitive pressures within the
container leasing market, as well as the Leasing Company's efforts to
improve the credit quality of its customer portfolio, contributed to a 2%
and 1% decline in the average per-diem rental rates, when compared to the
same three and nine-month periods in the prior year, respectively. In many
cases, lessees who maintain a strong credit history may command favorable
lease terms including lower per-diem rental rates. As a result of the
Leasing Company's efforts, an increasing proportion of lessees within its
portfolio has shifted to larger, high credit quality lessees. The
Registrant expects to gain long-term benefits from the improvement in the
credit quality of this customer portfolio, as the allowance for doubtful
accounts and related expenses should decline.
The Registrant's average fleet size and utilization rates for the three and
nine-month periods ended September 30, 1995 and 1994 were as follows:
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
------------------------------- ------------------------------
September 30, September 30, September 30, September 30,
1995 1994 1995 1994
------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
Average Fleet Size (measured in
twenty-foot equivalents (TEU)) 3,055 3,754 3,248 3,882
Average Utilization 87% 86% 88% 85%
</TABLE>
7
<PAGE> 10
During the third quarter of 1995, the container leasing market began to
experience the effects of increasingly competitive market conditions,
including, but not limited to, a resistance to higher per-diem rental
rates, slightly lower utilization rates resulting from an expanding supply
of marine cargo containers within the container industry, and the economic
condition of the shipping industry, which has experienced a current trend
toward consolidation. Accordingly, the Registrant expects a stable
container leasing market during the remainder of 1995 and first half of
1996.
Rental equipment operating expenses declined 39% and 34% during the three
and nine-month periods ended September 30, 1995, respectively, when
compared to the same periods in the prior year. The declining fleet size
was a contributing factor to the declines in base management fees and
reimbursed administrative expenses.
Approximately 17% and 22% of the Registrant's net earnings for the three
and nine-month periods ended September 30, 1995, respectively, were from
gain on disposal of equipment, as compared to 14% and 21% for the same
three and nine-month periods in the prior year. As the Registrant
accelerates the disposal of its containers in subsequent periods, net gain
on disposal will contribute significantly to the Registrant's net earnings.
8
<PAGE> 11
PART II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
<TABLE>
<CAPTION>
Number Description Method of Filing
------ ----------- ----------------
<S> <C> <C>
27 Financial Data Schedule Filed with this Document
</TABLE>
(b) There were no reports on Form 8-K during the three-month period
ended September 30, 1995.
9
<PAGE> 12
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 V(B)
By Cronos Capital Corp.
The Managing General Partner
By /s/ JOHN KALLAS
----------------------------------------
John Kallas
Vice President, Chief Financial Officer
Principal Accounting Officer
Date: November 13, 1995
10
<PAGE> 13
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
No. Description
------- -----------
<S> <C>
27 Financial Data Schedule
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE BALANCE
SHEET AT SEPTEMBER 30, 1995 (UNAUDITED) AND THE STATEMENT OF OPERATIONS FOR THE
NINE MONTHS ENDED SEPTEMBER 30, 1995 (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 SEPTEMBER 30, 1995
</LEGEND>
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-START> JAN-01-1995
<PERIOD-END> SEP-30-1995
<CASH> 554,488
<SECURITIES> 0
<RECEIVABLES> 302,993
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 857,481
<PP&E> 5,748,767
<DEPRECIATION> 3,542,005
<TOTAL-ASSETS> 3,064,243
<CURRENT-LIABILITIES> 0
<BONDS> 0
<COMMON> 0
0
0
<OTHER-SE> 3,064,243
<TOTAL-LIABILITY-AND-EQUITY> 3,064,243
<SALES> 0
<TOTAL-REVENUES> 845,156
<CGS> 0
<TOTAL-COSTS> 259,572
<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> 585,584
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
