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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
COMMISSION FILE NUMBER: 0-16834
(Check One):
[X] Form 10-K [ ] Form 20-F [ ] Form 11-K [ ] Form 10-Q [ ] Form N-SAR
For Period Ended: December 31, 1996
[ ] Transition Report on Form 10-K
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q
[ ] Transition Report on Form N-SAR
For the Transition Period Ended: ______________________________________
PART I -- REGISTRANT INFORMATION
IEA Marine Container Income Fund VII
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Full Name of Registrant
Former Name if Applicable
444 Market Street, 15th Floor
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Address of Principal Executive Office (Street and Number)
San Francisco, CA 94111
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City, State and Zip Code
PART II -- RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or
expense and the registrant seeks relief pursuant to Rule 12b-25(b), the
following should be completed. (Check box if appropriate)
(a) The reasons described in reasonable detail in Part III of this form
could not be eliminated without reasonable effort or expense;
(b) The subject annual report, semi-annual report, transition report on
[X] Form 10-K, Form 20-F, 11-K, Form N-SAR, or portion thereof, will
be filed on or before the fifteenth calendar day following the
prescribed due date; or the subject quarterly report of transition
report on Form 10-Q, or portion thereof will be filed on or before the
fifth calendar day following the prescribed due date; and
(c) The accountant's statement or other exhibit required by Rule 12b-25(c)
has been attached if applicable.
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PART III -- NARRATIVE
As reported in the Registrant's Current Report on Form 8-K, filed February 7,
1997, and Amendment No. 1 to Current Report on Form 8-K, filed February 26,
1997, Arthur Andersen, London, England, resigned as auditors of The Cronos
Group, a Luxembourg Corporation headquartered in Orchard Lea, England (the
"Parent Company"), on February 3, 1997.
The Parent Company is the indirect corporate parent of Cronos Capital Corp.,
the Managing General Partner of the Registrant. In its letter of resignation
to the Parent Company, Arthur Andersen states that it is resigning as auditors
of the Parent Company and all other entities affiliated with the Parent
Company. While its letter of resignation is not addressed to the General
Partner of the Registrant, Arthur Andersen has confirmed to the Managing
General Partner that its resignation as auditors of the entities referred to in
its letter of resignation includes its resignation as auditors of Cronos
Capital Corp. and the Registrant.
The Registrant has yet to retain a new auditor, and as a result, will be unable
to complete its Annual Report on Form 10-K by March 31, 1997, without
unreasonable effort or expense. The Registrant will undertake to file its
Annual Report on Form 10-K for the fiscal year ended December 31, 1996 with the
Commission no later than 15 days after the required filing date.
PART IV -- OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
John Kallas 415 677-8990
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(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under section 13 or 15(d)
of the Securities Exchange Act of 1934 or section 30 of the Investment Company
Act of 1940 during the preceding 12 months or for such shorter period that the
registrant was required to file such report(s) been filed? If the answer is
no, identify report(s).
[X] Yes [ ] No
(3) Is it anticipated that any significant change in results of
operations from the corresponding period for the last fiscal year will be
reflected by the earnings statements to be included in the subject report or
portion thereof?
[X] Yes [ ] No
If so, attach an explanation of the anticipated change, both
narratively and quantitatively, and, if appropriate, state the reasons why a
reasonable estimate of the results cannot be made.
Reference is made to Exhibit I attached hereto.
IEA Marine Container Income Fund VII
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(Name of Registrant as specified in charter)
has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date: March 26, 1997 By Cronos Capital Corp.
The Managing General Partner
By /s/ John Kallas
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John Kallas
Vice President/Treasurer
Principal Accounting and Finance
Officer
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EXHIBIT I
STATEMENT IN RESPONSE TO PART IV-(3)
A fall in growth of containerized export trade from key Asian markets
contributed to the container leasing market's downward trend during 1996. Also
contributing to the sluggish container leasing market conditions were declining
container prices, favorable interest rates and an abundance of available
capital which resulted in ocean carriers and transport companies purchasing a
larger share of containers for their own account, reducing the demand for
leased containers. Once the demand for leased containers began to fall,
per-diem rental rates were also adversely affected. In order to counter these
market conditions, Cronos Containers Limited (the "Leasing Company")
implemented various marketing strategies during 1996, including but not limited
to, offering incentives to shipping companies, repositioning containers to high
demand locations and focusing towards term leases and other leasing
opportunities, including the leasing of containers for local storage.
As the leasing industry's equipment moved into surplus, ocean carriers and
transport companies became increasingly selective about the age and condition
of containers taken on-hire. Many have adopted a policy of only leasing
containers of a certain age or less. It has been the Registrant's experience
that in periods of weak demand, many lessees insist on equipment three to five
years of age. Such criteria currently serves as a barrier to older equipment
being taken on-hire, including those within the Registrant's fleet and
contributed to the decline in the Registrant's results of operations. The
primary component of the Registrant's results of operations is net lease
revenue. 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 and is directly related to the size, utilization and per-diem rental
rates of the Registrant's fleet. Accordingly, net lease revenue declined by
approximately 28%, when compared to 1995. The Registrant expects net lease
revenue to decline in subsequent periods as it focuses on the disposal of its
fleet and current container leasing market conditions continue.
During 1996, utilization averaged 78%, as compared to 87% in the prior year,
while the Registrant's average fleet size (as measured in twenty-foot
equivalent units ("TEU")) declined from 3,042 TEU in 1995, to 2,916 TEU in
1996. These declines, combined with a 4% reduction in average per-diem rental
rates, contributed to a 20% decline in gross rental revenue. Rental equipment
operating expenses, when measured as a percentage of rental revenue, increased
due to higher storage and handling costs associated with lower equipment
utilization and increased repositioning costs.
At December 31, 1996, 89% of the original equipment remained in the
Registrant's fleet, and was comprised of the following:
<TABLE>
<CAPTION>
20-Foot 40-Foot
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<S> <C> <C>
Containers on lease:
Term leases 62 114
Master lease 604 590
--- ---
Subtotal 666 704
Containers off lease 241 257
--- ---
Total container fleet 907 961
=== ===
</TABLE>
<TABLE>
<CAPTION>
20-Foot 40-Foot
------------------ -----------------
Units % Units %
----- ------- ----- -------
<S> <C> <C> <C> <C>
Total purchases 1,001 100% 1,104 100%
Less disposals 94 9% 143 13%
----- ---- ------ ----
Remaining fleet at December 31, 1996 907 91% 961 87%
===== ==== === ====
</TABLE>
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The Registrant disposed of 40 twenty-foot and 68 forty-foot marine dry
cargo containers during 1996, as compared to 20 twenty-foot and 30 forty-foot
marine dry cargo containers during 1995. As a result, approximately 15% of
the Registrant's net earnings for 1996 were from gain on disposal of equipment,
as compared to 6% for 1995. 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. As the Registrant focuses on the disposal of its
containers in subsequent periods, net gain on disposals should contribute
significantly to the Registrant's net earnings.
The Registrant's declining fleet size contributed to a 3% decline in
depreciation expense during 1996. A reduction in the Registrant's average
fleet size and its related operating performance contributed to a decline in
base management fees of $19,796, or approximately 20% during 1996. Incentive
fees, which are based on the operating performance of the fleet and sales
proceeds, decreased $18,236, or approximately 17% during 1996. These
management fees are expected to decline in subsequent periods as the
Registrant's disposed container activities continue.
As reported in the Registrant's Current Report on Form 8-K and Amendment No.
1 to Current Report on Form 8-K, filed with the Commission on February 7, 1997
and February 26, 1997, respectively, Arthur Andersen, London, England, resigned
as auditors of The Cronos Group, a Luxembourg Corporation headquartered in
Orchard Lea, England (the "Parent Company"), on February 3, 1997.
The Parent Company is the indirect corporate parent of Cronos Capital Corp.,
the Managing General Partner of the Registrant. In its letter of resignation
to the Parent Company, Arthur Andersen states that it resigned as auditors of
the Parent Company and all other entities affiliated with the Parent Company.
While its letter of resignation was not addressed to the Managing General
Partner of the Registrant, Arthur Andersen confirmed to the Managing General
Partner that its resignation as auditors of the entities referred to in its
letter of resignation included its resignation as auditors of Cronos Capital
Corp. and the Registrant.
The Registrant does not, at this time, have sufficient information to
respond to the concerns raised by Arthur Andersen with respect to its 1996
audit of the Parent Company or the impact, if any, these concerns may have on
the future operating results and financial condition of the Registrant or the
Leasing Company's ability to manage the Registrant's fleet in subsequent
periods. However, the Managing General Partner of the Registrant does not
believe, based upon the information currently available to it, that Arthur
Andersen's resignation was triggered by any concern over the accounting
policies and procedures followed by the Registrant.
Arthur Andersen's report on the financial statements of Cronos Capital Corp.
and the Registrant, for either of the past two years, has not contained an
adverse opinion or a disclaimer of opinion, nor was any such report qualified
or modified as to uncertainty, audit scope, or accounting principles.
During the Registrant's two most recent fiscal years and the subsequent
interim period preceding Arthur Andersen's resignation, there have been no
disagreements between Cronos Capital Corp. or the Registrant and Arthur
Andersen on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedure.
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IEA INCOME FUND VII
(A CALIFORNIA LIMITED PARTNERSHIP)
STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED DECEMBER 31, 1996 (UNAUDITED), 1995 (AUDITED) AND 1994
(AUDITED)
<TABLE>
<CAPTION>
1996 1995 1994
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<S> <C> <C> <C>
Net lease revenue $619,504 $864,468 $870,781
Other operating expenses:
Depreciation and amortization 271,902 281,452 286,867
Other general and administrative expenses 18,399 25,402 23,605
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290,301 306,854 310,472
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Earnings from operations 329,203 557,614 560,309
Other income:
Interest income 16,518 18,482 12,386
Net gain on disposal of equipment 62,816 35,402 45,548
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79,334 53,884 57,934
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Net earnings $408,537 $611,498 $618,243
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Allocation of net earnings:
General partners $ 91,361 $ 95,347 $101,435
Limited partners 317,176 516,151 516,808
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$408,537 $611,498 $618,243
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Limited partners' per unit share of net earnings $408,537 $ 55.42 $ 55.49
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</TABLE>
