<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, 1996
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 0-17942
IEA INCOME FUND VIII,
A California Limited Partnership
(Exact name of registrant as specified in its charter)
California 94-3046886
(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:
<TABLE>
<CAPTION>
Name of each exchange on
Title of each class which registered
------------------- ----------------
<S> <C>
Not Applicable
------------------- -------------------------
</TABLE>
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 (Section229.405 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 III 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
<TABLE>
<CAPTION>
PART I
<S> <C> <C>
Item 1 - Business Prospectus of IEA Income Fund VIII, A California Limited Partnership dated
October 13, 1987 included as part of Registration Statement on Form S-1 (No. 33-16984)
Certificate of IEA Income Fund VIII, A California Limited Partnership, filed
as Exhibit 3.4 to the Registration Statement on Form S-1 (No. 33-16984)
PART II
Item 9 - Changes in and Dis- Current Report on Form 8-K of IEA Income Fund VIII, A California Limited Partnership
agreements with filed February 7, 1997 and April 14, 1997, respectively, and Amendment No. 1 to
Accountants on Current Report on Form 8-K filed February 26, 1997.
Accounting and
Financial Disclosure
</TABLE>
<PAGE> 2
PART I
Item 1. Business
(a) General Development of Business
The Registrant is a California limited partnership formed on August 31,
1987 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 October 13, 1987, pursuant to its Registration Statement on
Form S-1 (File No. 33-16984). The offering terminated on August 31, 1988.
The Registrant raised $10,746,600 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 $10,746,600 100.0%
Public Offering Expenses:
Underwriting Commissions $ 1,074,650 10.0%
Offering and Organization Expenses $ 386,635 3.6%
----------- -----------
Total Public Offering Expenses $ 1,461,285 13.6%
----------- -----------
Net Proceeds $ 9,285,315 86.4%
Acquisition Fees $ 91,234 0.8%
Working Capital Reserve $ 70,671 0.7%
----------- -----------
Gross Proceeds Invested in Equipment $ 9,123,410 84.9%
=========== ===========
</TABLE>
2
<PAGE> 3
The 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 The Cronos Group, a Luxembourg company. These and other affiliated
companies are ultimately wholly-owned by The Cronos Group, a holding company
registered in Luxembourg ("the 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.
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 assumed
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 87% of the worldwide container fleet. Refrigerated and
tank containers constitute approximately 6% 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
thousand TEU in 1969 to 10 million TEU in 1996, and according to industry data,
growth of containerized shipping since 1987 has generally averaged two to three
times that of average GDP growth in industrialized countries.
The rapid growth of containerization began with the standardization of
equipment sizes by international agreement in the late 1960's. Initially
confined to the highly competitive trade routes among the industrialized
nations, containerization expanded into substantially all free-world trade
routes by the early 1970's.
3
<PAGE> 4
Throughout the decade of the 1970's, conversion from break bulk shipping
methods to containers gained momentum in an environment of generally robust
growth in world trade (except during the 1975-76 world-wide recession). Both
shipping lines and container leasing companies responded to this growing market
demand with major container purchases, while container manufacturers
substantially boosted production capacity.
During the early and mid-1980's, the container industry encountered
alternating periods of slow trade growth, creating excess container capacity,
followed by periods of economic recovery. From the late 1980s to 1991, the
container industry generally experienced a balance in supply and demand for
equipment. In 1992, companies embarked on ambitious container production
programs encouraged by positive economic forecasts and the profitability of the
industry in previous years. This produced an oversupply of containers as some of
the major world economies slipped into recession and ocean carriers and leasing
companies built up large container inventories. During 1993, container
purchasing declined, generally helping to reduce the oversupply of containers.
During 1994 and 1995, the world's major industrialized nations emerged from a
global economic recession. Consequently, excess equipment inventories that had
resulted from the sluggish growth in world trade during 1992 and 1993, as well
as increased production capacity, were absorbed. Since 1995, the container
industry's fleet grew from a size of approximately nine million TEU to
approximately ten million TEU, equivalent to a growth of almost 11%,
representing one of the industry's largest fleet expansions to date. The primary
factor driving demand during 1995 and 1996 has been the steady introduction of
new containership tonnage, which grew at a rate comparable to the container
industry's fleet. However, the growth in the container industry's fleet, as well
as containership tonnage, outpaced increases in worldwide containerized trade,
estimated to be approximately 8%-10% during 1995 and 6-7% during 1996. As a
result, a general surplus capacity arose, in both containership tonnage and
containers, contributing to the current recession that has impacted the
container leasing industry. Additionally, during 1995 and 1996, container prices
steadily declined to levels not seen in a decade, resulting in ocean carriers
purchasing boxes for their own account, further reducing the demand for leased
containers and since mid-1995, contributing to a decline in container
utilization and per-diem rental rates throughout the container leasing industry.
The Registrant believes that growth of containerization will continue in
subsequent years for the following reasons:
o 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;
o Intermodal traffic is expected to continue to grow, and industrialized
countries are continuing to improve intermodal infrastructure (i.e.,
railways, roads and ports);
o Shippers continue to demand transportation of cargo by containers rather
than break-bulk;
o 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
o 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 1996, had an approximately 46% 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:
o 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.
4
<PAGE> 5
o 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.
o 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. The Registrant's dry cargo container fleet is 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.
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.
5
<PAGE> 6
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 or refrigerated 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.
Of the 2,019 twenty-foot, 2,098 forty-foot and 136 forty-foot high-cube dry
cargo containers owned by the Registrant as of December 31, 1996, 1,390
twenty-foot (or 69% thereof), 1,490 forty-foot (or 71% thereof) and 108
forty-foot high-cube dry cargo containers (or 79% 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 116
Master Leases 1,274
40-Foot Dry Cargo Containers:
Term Leases 218
Master Leases 1,272
40-Foot High-Cube Dry Cargo Containers:
Term Leases 11
Master Leases 97
</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,
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 16 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 40
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.
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<PAGE> 7
In addition, the Leasing Company relies on the services of over 350
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.
(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 $71,000 (approximately 0.7% 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, 1996, 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.
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<PAGE> 8
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., 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
1996, the ten largest leasing companies (including the Leasing Company)
represented 93% of the global leased fleet. Genstar Container Corp. and
Transamerica Leasing, the two largest container leasing companies, had
approximately 47% of the worldwide leased container fleet at the end of 1996.
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
general partner, and accordingly does not itself have any employees. CCC has 27
employees, consisting of 4 officers, 5 other managers and 18 clerical and staff
personnel.
(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 exceeded 90% of the
Registrant's total rental income for the years 1996, 1995 and 1994. 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, 1996, the Registrant owned 2,019 twenty-foot, 2,098
forty-foot and 136 forty-foot high-cube marine dry cargo containers suitable for
transporting cargo by rail, sea or highway. The average useful life and
manufacturers' invoice cost of the Registrant's containers as of December 31,
1996 was as follows:
<TABLE>
<CAPTION>
Estimated
Useful Life Average Age Average Cost
----------- ----------- ------------
<S> <C> <C> <C>
20-Foot Dry Cargo Containers 10-15 years 7 years $ 2,538
40-Foot Dry Cargo Containers 10-15 years 9 years $ 2,780
40-Foot High-Cube Dry Cargo Containers 10-15 years 9 years $ 4,211
</TABLE>
All but 250 twenty-foot and 1,145 forty-foot containers were originally
acquired from container manufacturers located in Korea and India. Pursuant to
undertakings made in Sections 4.3 and 7.2(j) of the Partnership Agreement in the
Registration Statement (No. 33-16984), the Registrant purchased a total of 250
twenty-foot and 1,145 forty-foot marine dry cargo containers from the general
partner in 1988-1992. These containers were originally purchased by the general
partner from two manufacturers in Korea in 1987 and 1992.
8
<PAGE> 9
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 1996, utilization averaged 76%.
During 1995, the Registrant disposed of 66 twenty-foot, 156 forty-foot and 7
forty-foot high-cube marine dry cargo containers at an average book gain of $478
per container.
Item 3. Legal Proceedings
As reported by the Registrant in its Current Report on Form 8-K, filed with
the SEC on February 7, 1997, as amended February 26, 1997, on February 3, 1997,
Arthur Andersen, London, England, resigned as auditors of the Holding Company
(The Cronos Group). In its letter of resignation, Arthur Andersen states that it
was unable to obtain adequate information in response to inquiries it had made
in connection with its audit of the Holding Company for the year ended December
31, 1996. In connection with its resignation, Arthur Andersen also prepared a
report pursuant to the provisions of Section 10A(b)(2) of the Securities
Exchange Act of 1934, as amended, for filing by the Holding Company with the
SEC.
Following the report of Arthur Andersen, the SEC, on February 10, 1997,
commenced a private investigation of the Holding Company for the purpose of
investigating the matters discussed in such report and related matters. CCC does
not believe that the focus of the SEC's investigation is upon the Registrant or
CCC. CCC is unable at this time to predict the outcome of the SEC's private
investigation of the Holding Company.
Item 4. Submission of Matters to a Vote of Security Holders
Inapplicable.
9
<PAGE> 10
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, 1996
-------------- -----------------------
<S> <C> <C>
Units of limited partnership
interests 1,248
</TABLE>
(c) Dividends
Inapplicable. For the distributions made by the Registrant to its limited
partners, see Item 6 below, "Selected Financial Data."
10
<PAGE> 11
Item 6. Selected Financial Data
<TABLE>
<CAPTION>
Year Ended December 31,
-----------------------------------------------------------------------
1996 1995 1994 1993 1992
----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C>
Net lease revenue $ 1,510,499 $ 2,192,896 $ 2,181,200 $ 2,470,770 $ 2,893,651
Net earnings $ 948,437 $ 1,580,890 $ 1,489,343 $ 1,745,967 $ 2,112,007
Net earnings per unit of
limited partnership interest $ 35.68 $ 62.53 $ 60.24 $ 74.95 $ 92.19
Cash distributions per unit of
limited partnership interest $ 94.37 $ 106.88 $ 105.00 $ 118.75 $ 107.50
At year-end:
Total assets $ 7,262,126 $ 8,529,076 $ 9,484,299 $10,482,674 $11,450,343
Long-term obligations $ -- $ -- $ 7,111 $ 19,265 $ 47,764
Partners' capital $ 7,262,126 $ 8,521,965 $ 9,465,034 $10,434,911 $11,371,355
</TABLE>
- ----------
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations
Liquidity and Capital Resources
At December 31, 1996, the Registrant had $669,932 in cash and cash
equivalents, a decrease of $137,707 and $76,085 from the December 31, 1995 and
1994 balances, respectively. Contributing to the decline in cash was a slightly
smaller fleet size, as well as a decline in operating results.
The Registrant's primary objective is to generate cash from operations for
distribution to its limited partners. Aside from the initial working capital
reserve retained from gross subscription proceeds (equal to approximately .7% of
such proceeds), the Registrant relies 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.
Cash distributions from operations were originally allocated 5% to the
general partners and 95% to the limited partners. Distributions of sales
proceeds are allocated 100% to the limited partners. In 1994, pursuant to
Section 6.1(b) and (c) of the Partnership Agreement, the allocations of
distributions from operations among the general partners and limited partners
were adjusted to 10% and 90%, respectively, pursuant to Section 3.5 of the
Partnership Agreement. The allocation of distributions of cash from sales
proceeds among the general partners and limited partners remained unchanged.
This sharing arrangement will remain in place until the limited partners receive
aggregate distributions in an amount equal to their adjusted capital
contributions plus a 10% cumulative, annual return on their adjusted capital
contributions. Thereafter, all distributions will be allocated 20% to the
general partners and 80% to the limited partners, pursuant to Sections 6.1(b)
and (c) of the Partnership Agreement. Cash distribution from operations to the
general partner in excess of 10% of distributable cash will be considered an
incentive fee and compensation to the general partner.
From inception through February 28, 1997, the Registrant has distributed
$16,138,546 in cash from operations and $940,326 in cash from sales proceeds to
its limited partners. This represents total distributions of $17,078,872, or
approximately 159% 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 general
partner. Additional container disposals, combined with current leasing market
conditions, may contribute to lower operating results and consequently, lower
distributions from operations to its partners in subsequent periods. However,
sales proceeds distributed to its partners may fluctuate in subsequent periods,
reflecting the level of container disposals.
11
<PAGE> 12
Indicative of the cyclical nature of the container leasing business, the
container lease market has followed a general downward trend since mid-1995.
This downturn can be attributed to a fall in growth of containerized export
trade from key markets in Asia and the impact resulting from a build-up of
surplus containers at former high-demand locations. Leasing companies purchased
record amounts of containers in 1994 and 1995, while purchasing a smaller number
than ocean carriers and transport companies in 1996. During 1996, ocean carriers
and other transport companies moved away from leasing containers outright, as
declining container prices, favorable interest rates and the abundance of
available capital resulted in ocean carriers and transport companies purchasing
a larger share of equipment for their own account. This situation has
characterized the latest industry downturn. These leasing market conditions are
expected to continue throughout 1997, impacting the Registrant's liquidity and
capital resources.
Results of Operations
1996 - 1995
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,
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 31%, when compared to
1995. The Registrant expects net lease revenue to decline in subsequent periods
as it continues to dispose of its remaining fleet and current container leasing
market conditions continue.
During 1996, utilization averaged 76%, 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 6,971 TEU in 1995, to 6,679 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.
12
<PAGE> 13
At December 31, 1996, 89% of the original equipment remained in the
Registrant's fleet, and was comprised of the following:
<TABLE>
<CAPTION>
40-Foot
20-Foot 40-Foot High-Cube
--------- --------- ---------
<S> <C> <C> <C>
Containers on lease:
Term leases 116 218 11
Master lease 1,274 1,272 97
--------- --------- ---------
Subtotal 1,390 1,490 108
Containers off lease 629 608 28
--------- --------- ---------
Total container fleet 2,019 2,098 136
========= ========= =========
</TABLE>
<TABLE>
40-Foot
20-Foot 40-Foot High-Cube
--------------- --------------- ---------------
Units % Units % Units %
------ ------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C> <C>
Total purchases 2,244 100% 2,396 100% 150 100%
Less disposals 225 10% 298 12% 14 9%
------ ------ ------ ------ ------ ------
Remaining fleet at
December 31, 1996 2,019 90% 2,098 88% 136 91%
====== ====== ====== ====== ====== ======
</TABLE>
The Registrant disposed of 66 twenty-foot, 156 forty-foot and 7 forty-foot
high-cube marine dry cargo containers during 1996, as compared to 103
twenty-foot, 51 forty-foot and three forty-foot high-cube marine dry cargo
containers during 1995. As a result, approximately 12% of the Registrant's net
earnings for 1996 were from gain on disposal of equipment, as compared to 5% 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 continues to dispose 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 $45,293, or approximately 20% during 1996.
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 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 General Partner of the
Registrant, Arthur Andersen confirmed to the 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 retained a new auditor, Moore Stephens, P.C., on April 10,
1997, as reported in its Current Report on Form 8-K, filed April 14, 1997.
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 General
Partner's and Leasing Company's ability to manage the Registrant's business and
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.
13
<PAGE> 14
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.
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.
Utilization rates declined slightly from an average of 89% during 1994, to an
average of 87% during 1995, while the Registrant's average fleet size (as
measured in twenty-foot equivalent units ("TEU")) declined from 7,154 TEU in
1994, to 6,971 TEU in 1995. However, gross lease revenues, a component of net
lease revenue, increased from $3,267,529 in 1994, to $3,321,393 in 1995.
Contributing to this increase was a rise in per-diem rental rates of
approximately 1% from 1994 levels, which partially offset the effects of the
declining fleet size and lower utilization rates. Ancillary revenue increased
approximately 47% from 1994 levels contributing to the increase in gross rental
revenue. Ancillary revenue contributed approximately 14% and 10% to the
Registrant's total gross rental revenue in 1995 and 1994, respectively, and was
comprised of pick-up, drop-off, handling and off-hire charges, as well as lease
incentives such as drop-off and pick-up credits. Rental equipment operating
expenses, when measured as a percentage of rental revenue, increased slightly
due to higher storage and handling costs associated with lower equipment
utilization.
At December 31, 1995, 94% of the original equipment remained in the
Registrant's fleet, and was comprised of the following:
<TABLE>
<CAPTION>
40-Foot
20-Foot 40-Foot High-Cube
--------- --------- ---------
<S> <C> <C> <C>
Containers on lease:
Term leases 131 228 10
Master lease 1,560 1,618 124
--------- --------- ---------
Subtotal 1,691 1,846 134
Containers off lease 394 408 9
--------- --------- ---------
Total container fleet 2,085 2,254 143
========= ========= =========
</TABLE>
<TABLE>
<CAPTION>
40-Foot
20-Foot 40-Foot High-Cube
------ ------ ------ ------ ------ ------
Units % Units % Units %
------ ------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C> <C>
Total purchases 2,244 100% 2,396 100% 150 100%
Less disposals 159 7% 142 6% 7 5%
------ ------ ------ ------ ------ ------
Remaining fleet at
December 31, 1995 2,085 93% 2,254 94% 143 95%
====== ====== ====== ====== ====== ======
</TABLE>
The Registrant disposed of 103 twenty-foot, 51 forty-foot and three
forty-foot high-cube marine dry cargo containers during 1995, as compared to 27
twenty-foot, 42 forty-foot and two forty-foot high-cube marine dry cargo
containers during 1994. Approximately 5% of the Registrant's net earnings for
1995 were from gain on disposal of equipment, as compared to 3% for 1994.
The Registrant's slightly smaller fleet size contributed to a 3% decline in
depreciation expense during 1995. Base management fees declined by $13,568, or
approximately 6%, during 1995.
14
<PAGE> 15
Cautionary Statement
This Annual Report on Form 10-K contains statements relating to future
results of the Registrant, including certain projections and business trends,
that are "forward-looking statements" as defined in the Private Securities
Litigation Reform Act of 1995. Actual results may differ materially from those
projected as a result of certain risks and uncertainties, including but not
limited to changes in: economic conditions; trade policies; demand for and
market acceptance of leased marine cargo containers; competitive utilization and
per-diem rental rate pressures; as well as other risks and uncertainties,
including but not limited to those described in the above discussion of the
marine container leasing business under Item 7., Management's Discussion and
Analysis of Financial Condition and Results of Operations; and those detailed
from time to time in the filings of the Registrant with the Securities and
Exchange Commission.
Item 8. Financial Statements and Supplementary Data
15
<PAGE> 16
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
The Partners
IEA Income Fund VIII,
A California Limited Partnership:
We have audited the accompanying balance sheet of IEA Income Fund VIII, A
California Limited Partnership, as of December 31, 1996, and the related
statements of operations, partners' capital, and cash flows for the year then
ended. 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 audit.
We conducted our audit 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 audit provides 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 Income Fund VIII, A
California Limited Partnership, as of December 31, 1996, and the results of its
operations and its cash flows for the year then ended in conformity with
generally accepted accounting principles.
Our audit was conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplementary information included in
Schedule 1, for the year ended December 31, 1996, is presented for purposes of
additional analysis and is not a required part of the basic financial
statements. Such information has been subjected to the auditing procedures
applied in the audit of the basic financial statements and, in our opinion, is
fairly stated in all material respects in relation to the basic financial
statements taken as a whole.
Moore Stephens, P.C.
Certified Public Accountants
New York, New York,
June 6, 1997
16
<PAGE> 17
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
The Partners
IEA Income Fund VIII,
A California Limited Partnership:
We have audited the accompanying balance sheet of IEA Income Fund VIII, A
California Limited Partnership as of December 31, 1995, and the related
statements of operations, partners' capital and cash flows for each of the two
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 Income Fund VIII, A
California Limited Partnership as of December 31, 1995, and the results of its
operations and its cash flows for each of the two years in the period ended
December 31, 1995, in conformity with generally accepted accounting principles.
Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplementary information included in
Schedule 1 is presented for purposes of additional analysis and is not a
required part of the basic financial statements. This information has been
subjected to the auditing procedures applied in our audit of the basic financial
statements and, in our opinion, is fairly stated in all material respects in
relation to the basic financial statements taken as a whole.
Arthur Andersen LLP
San Francisco, California,
March 15, 1996
17
<PAGE> 18
IEA INCOME FUND VIII,
A CALIFORNIA LIMITED PARTNERSHIP
BALANCE SHEETS
DECEMBER 31, 1996 AND 1995
<TABLE>
<CAPTION>
Assets 1996 1995
------------ ------------
<S> <C> <C>
Current assets:
Cash and cash equivalents, includes $669,671 in 1996
and $807,458 in 1995 in interest-bearing accounts (note 2) $ 669,932 $ 807,639
Net lease receivables due from Leasing Company
(notes 1 and 3) 283,701 425,492
------------ ------------
Total current assets 953,633 1,233,131
------------ ------------
Container rental equipment, at cost 11,525,846 12,088,535
Less accumulated depreciation 5,217,353 4,792,590
------------ ------------
Net container rental equipment 6,308,493 7,295,945
------------ ------------
$ 7,262,126 $ 8,529,076
============ ============
Liabilities and Partners' Capital
Current liabilities:
Due to general partner
(notes 1 and 4) $ -- $ 7,111
------------ ------------
Total current liabilities -- 7,111
------------ ------------
Total liabilities -- 7,111
------------ ------------
Partners' capital:
General partner 4,943 3,171
Limited partners (note 8) 7,257,183 8,518,794
------------ ------------
Total partners' capital 7,262,126 8,521,965
------------ ------------
$ 7,262,126 $ 8,529,076
============ ============
</TABLE>
The accompanying notes are an integral part of these financial statements.
18
<PAGE> 19
IEA INCOME FUND VIII,
A CALIFORNIA LIMITED PARTNERSHIP
STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994
<TABLE>
<CAPTION>
1996 1995 1994
------------ ------------ ------------
<S> <C> <C> <C> <C>
Net lease revenue (note 6) $ 1,510,499 $ 2,192,896 $ 2,181,200
Other operating expenses:
Depreciation (note 1) 682,352 706,143 725,956
Other general and administrative expenses 27,493 34,155 41,535
------------ ------------ ------------
709,845 740,298 767,491
------------ ------------ ------------
Earnings from operations 800,654 1,452,598 1,413,709
Other income:
Interest income 38,399 47,700 28,248
Net gain on disposal of equipment 109,384 80,592 47,386
------------ ------------ ------------
147,783 128,292 75,634
------------ ------------ ------------
Net earnings $ 948,437 $ 1,580,890 $ 1,489,343
============ ============ ============
Allocation of net earnings:
General partner $ 181,627 $ 236,960 $ 194,629
Limited partners 766,810 1,343,930 1,294,714
------------ ------------ ------------
$ 948,437 $ 1,580,890 $ 1,489,343
============ ============ ============
Limited partners' per unit share of net earnings $ 35.68 $ 62.53 $ 60.24
============ ============ ============
</TABLE>
The accompanying notes are an integral part of these financial statements.
19
<PAGE> 20
IEA INCOME FUND VIII,
A CALIFORNIA LIMITED PARTNERSHIP
STATEMENTS OF PARTNERS' CAPITAL
FOR THE YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994
<TABLE>
<CAPTION>
Limited
Partners General
(Note 8) Partner Total
------------- ------------- -------------
<S> <C> <C> <C>
Balances at December 31, 1993 $ 10,434,024 $ 887 $ 10,434,911
Net earnings 1,294,714 194,629 1,489,343
Cash distributions (2,256,788) (202,432) (2,459,220)
------------- ------------- -------------
Balances at December 31, 1994 9,471,950 (6,916) 9,465,034
Net earnings 1,343,930 236,960 1,580,890
Cash distributions (2,297,086) (226,873) (2,523,959)
------------- ------------- -------------
Balances at December 31, 1995 8,518,794 3,171 8,521,965
Net earnings 766,810 181,627 948,437
Cash distributions (2,028,421) (179,855) (2,208,276)
------------- ------------- -------------
Balances at December 31, 1996 $ 7,257,183 $ 4,943 $ 7,262,126
============= ============= =============
</TABLE>
The accompanying notes are an integral part of these financial statements.
20
<PAGE> 21
IEA INCOME FUND VIII,
A CALIFORNIA LIMITED PARTNERSHIP
STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994
<TABLE>
<CAPTION>
1996 1995 1994
----------- ----------- -----------
<S> <C> <C> <C>
Cash flows from operating activities:
Net earnings $ 948,437 $ 1,580,890 $ 1,489,343
Adjustments to reconcile net earnings to net cash
provided by (used in) operating activities:
Depreciation 682,352 706,143 725,956
Net gain on disposal of equipment (109,384) (80,592) (47,386)
Decrease (increase) in net lease receivables
due from Leasing Company 127,112 200,705 (42,879)
----------- ----------- -----------
Total adjustments 700,080 826,256 635,691
----------- ----------- -----------
Net cash provided by operating activities 1,648,517 2,407,146 2,125,034
----------- ----------- -----------
Cash flows from (used in) investing activities:
Proceeds from sale of container rental equipment 429,164 190,590 127,301
Acquisition fees paid to general partner (7,112) (12,155) (28,498)
----------- ----------- -----------
Net cash provided by investing activities 422,052 178,435 98,803
----------- ----------- -----------
Cash flows used in financing activities:
Distributions to partners (2,208,276) (2,523,959) (2,459,220)
----------- ----------- -----------
Net increase (decrease) in cash and cash equivalents (137,707) 61,622 (235,383)
Cash and cash equivalents at beginning at year 807,639 746,017 981,400
----------- ----------- -----------
Cash and cash equivalents at end of year $ 669,932 $ 807,639 $ 746,017
=========== =========== ===========
</TABLE>
The accompanying notes are an integral part of these financial statements.
21
<PAGE> 22
IEA INCOME FUND VIII,
A CALIFORNIA LIMITED PARTNERSHIP
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1996, 1995 AND 1994
(1) Summary of Significant Accounting Policies
(a) Nature of Operations
IEA Income Fund VIII, A California Limited Partnership (the
"Partnership") was organized under the laws of the State of California
on August 31, 1987 for the purpose of owning and leasing marine cargo
containers. Cronos Capital Corp. ("CCC") is the general partner and,
with its affiliate Cronos Containers Limited (the "Leasing Company"),
manages the business of the Partnership. The Partnership shall continue
until December 31, 2008, unless sooner terminated upon the occurrence of
certain events.
The Partnership commenced operations on January 6, 1988, when the
minimum subscription proceeds of $1,000,000 were obtained. The
Partnership offered 40,000 units of limited partnership interest at $500
per unit, or $20,000,000. The offering terminated on August 31, 1988, at
which time 21,493 limited partnership units had been purchased.
As of December 31, 1996, the Partnership operated 2,019 twenty-foot,
2,098 forty-foot and 136 forty-foot high-cube 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 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 one 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.
22
<PAGE> 23
IEA INCOME FUND VIII,
A CALIFORNIA LIMITED PARTNERSHIP
NOTES TO FINANCIAL STATEMENTS
(c) Basis of Accounting
The Partnership utilizes the accrual method of accounting. Net lease
revenue is recorded by the Partnership in each period based upon its
leasing agent agreement with the Leasing Company. Net lease revenue is
generally dependent upon operating lease rentals from operating lease
agreements between the Leasing Company and its various lessees, less
direct operating expenses and management fees due in respect of the
containers specified in each operating lease agreement.
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 reporting period. Actual results could differ
from those estimates.
(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 95% to the limited partners
and 5% to the general partner. Sales proceeds are allocated 100% to the
limited partners. However, if the amount of the limited partners'
capital contributions invested in equipment exceeds the minimum
percentage required by Section 3.5 of the Partnership Agreement, and the
limited partners have received cumulative distributions equal to their
capital contributions, the general partner's interest in distributions
from operations will be increased by one percentage point for each 1% of
the limited partners' capital contribution invested in equipment in
excess of 80%.
These allocations remain in effect until such time as the limited
partners have received from the Partnership aggregate distributions in
an amount equal to their capital contributions plus a 10% cumulative,
compounded (daily), annual return on their adjusted capital
contributions. Thereafter, all Partnership distributions will be
allocated 80% to the limited partners and 20% to the general partner.
Cash distributions from operations to the general partners in excess of
10% of distributable cash will be considered an incentive fee and
compensation to the general partner.
(e) Acquisition Fees
Pursuant to Article IV Section 4.2 of the Partnership Agreement,
acquisition fees paid to CCC are based on 5% of the equipment purchase
price. These fees are capitalized and included in the cost of the rental
equipment. The fees are payable in five equal annual installments
commencing in the year of purchase.
23
<PAGE> 24
IEA INCOME FUND VIII,
A CALIFORNIA LIMITED PARTNERSHIP
NOTES TO FINANCIAL STATEMENTS
(f) Container Rental Equipment
In March 1995, the Financial Accounting Standards Board issued SFAS No.
121, "Accounting for the Impairment of Long-Lived Assets and for Long
-Lived Assets to Be Disposed Of." The Statement requires that long-lived
assets and certain identifiable intangibles to be held and used by an
entity be reviewed for impairment whenever events or changes in
circumstances indicate that the carrying amount of an asset may not be
fully recoverable. The Partnership adopted SFAS No. 121 during 1996. In
accordance with SFAS 121, container rental equipment is carried at the
lower of the container rental equipment's original equipment cost,
including capitalized acquisition fees, or the estimated recoverable
value of such equipment. There were no reductions to the carrying value
of container rental equipment during 1996.
Container rental equipment is depreciated over a twelve-year life on a
straight line basis to its salvage value, estimated to be 30%.
(g) 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.
(h) 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.
(i) 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 statements of operations display the
payments to be received by the Partnership from the Leasing Company as
the Partnership's receivables and revenues.
(2) Cash and Cash Equivalents
Cash equivalents include highly liquid investments with a maturity of three
months or less on their acquisition date. Accordingly, cash equivalents are
carried at cost which approximates fair value. The Partnership maintains its
cash and cash equivalents in accounts which, at times, may exceed federally
insured limits. The Partnership has not experienced any losses in such
accounts and believes it is not exposed to any significant credit risk. The
Partnership places its cash equivalents in investment grade, short term debt
instruments and limits the amount of credit exposure to any one commercial
issuer.
24
<PAGE> 25
IEA INCOME FUND VIII,
A CALIFORNIA LIMITED PARTNERSHIP
NOTES TO FINANCIAL STATEMENTS
(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 payable, and reimbursed administrative expenses 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, 1996 and
December 31, 1995 were as follows:
<TABLE>
<CAPTION>
December 31, December 31,
1996 1995
----------- -----------
<S> <C> <C>
Lease receivables, net of doubtful accounts
of $137,194 in 1996 and $136,750 in 1995 $ 621,759 $ 773,483
Less:
Direct operating payables and accrued expenses 170,099 166,803
Damage protection reserve (note 5) 104,457 92,138
Base management fees 52,702 75,211
Reimbursed administrative expenses 10,800 13,839
----------- -----------
$ 283,701 $ 425,492
=========== ===========
</TABLE>
(4) Due to General Partner
The amount due to CCC at December 31, 1995, consists of acquisition fees.
(5) 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 fee is recorded as revenue 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.
(6) Net Lease Revenue
Net lease revenue is determined by deducting direct operating expenses, base
management fees and reimbursed administrative expenses 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, 1996, 1995 and 1994, was as follows:
<TABLE>
<CAPTION>
1996 1995 1994
---------- ---------- ----------
<S> <C> <C> <C>
Rental revenue (note 10) $2,662,865 $3,321,393 $3,267,529
Less:
Rental equipment operating expenses 822,851 720,743 655,052
Base management fees (note 7) 179,550 224,843 238,411
Reimbursed administrative expenses (note 7) 149,965 182,911 192,866
---------- ---------- ----------
$1,510,499 $2,192,896 $2,181,200
========== ========== ==========
</TABLE>
25
<PAGE> 26
IEA INCOME FUND VIII,
A CALIFORNIA LIMITED PARTNERSHIP
NOTES TO FINANCIAL STATEMENTS
(7) Compensation to General Partner
Base management fees are equal to 7% of gross lease revenues attributable to
operating leases pursuant to Section 4.4 of the Partnership Agreement.
Reimbursed administrative expenses are equal to the costs expended by CCC
and its affiliates for services necessary to the prudent operation of the
Partnership pursuant to Section 4.5 of the Partnership Agreement. The
following compensation was paid or will be paid by the Partnership to CCC:
<TABLE>
<CAPTION>
1996 1995 1994
-------- -------- --------
<S> <C> <C> <C>
Base management fees $179,550 $224,843 $238,411
Reimbursed administrative expenses 149,965 182,911 192,866
-------- -------- --------
$329,515 $407,754 $431,277
======== ======== ========
</TABLE>
(8) Limited Partners' Capital
Cash distributions made to the limited partners during 1996, 1995 and 1994
included distributions of proceeds from equipment sales in the amount of
$409,715, $255,231 and $80,600, respectively. This distribution, as well as
cash distributed from operations, are used in determining "Adjusted Capital
Contributions" as defined by the Partnership Agreement.
The limited partners' per unit share of capital at December 31, 1996, 1995
and 1994 was $338, $396 and $441 , respectively. This is calculated by
dividing the limited partners' capital at the end of the year by the total
number of limited partnership units, 21,493.
(9) Income Taxes
The reconciliation of net earnings as reported in the statement of
operations and as would be reported for federal tax purposes for the years
ended December 31, 1996, 1995 and 1994 are as follows:
<TABLE>
<CAPTION>
1996 1995 1994
----------- ----------- -----------
<S> <C> <C> <C>
Net earnings per statement of operations $ 948,437 $ 1,580,890 $ 1,489,343
Depreciation for income tax purposes less than
depreciation for financial statement purposes 281,500 176,597 184,884
Gain on disposition of assets for tax purposes in excess
of gain on disposition for financial statement purposes 297,854 209,176 114,786
Bad debt expense for tax purposes less than
bad debt expense for financial statement purposes 444 26,837 32,915
----------- ----------- -----------
Net earnings for federal tax purposes $ 1,528,235 $ 1,993,500 $ 1,821,928
=========== =========== ===========
</TABLE>
At December 31, 1996, the tax basis of total partners' capital was
$2,767,468.
26
<PAGE> 27
IEA INCOME FUND VIII,
A CALIFORNIA LIMITED PARTNERSHIP
NOTES TO FINANCIAL STATEMENTS
(10) Major Lessees
No single lessee contributed more than 10% of the rental revenue earned
during 1996, 1995 and 1994. The Partnership 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 operating lease
agreements generally require all payments to be made in United States
currency. The Partnership's operations are subject to the fluctuations of
worldwide economic and political conditions that may affect the pattern and
levels of world trade.
(11) Subsequent Events
As reported in the Partnership'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 (the "Holding Company")
on February 3, 1997.
The Cronos Group is the indirect corporate parent of CCC. In its letter of
resignation to The Cronos Group, Arthur Andersen states that it resigned as
auditors of The Cronos Group and all other entities affiliated with The
Cronos Group. While its letter of resignation was not addressed to CCC,
Arthur Andersen confirmed to CCC that its resignation as auditors of the
entities referred to in its letter of resignation included its resignation
as auditors of CCC and the Partnership. In its letter of resignation,
Arthur Andersen states that it was unable to obtain adequate information in
response to inquiries it had made in connection with its audit of the
Holding Company for the year ended December 31, 1996.
The Partnership does not, at this time, have sufficient information to
determine the impact, if any, that the concerns expressed by Arthur
Andersen in its letter of resignation may have on the future operating
results and financial condition of the Partnership or the Leasing Company's
ability to manage the Partnership's fleet in subsequent periods. However,
CCC 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 Partnership.
Arthur Andersen's report on the financial statements of CCC and the
Partnership, for the previous 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 Partnership's previous two fiscal years and the subsequent
interim period preceding Arthur Andersen's resignation, there have been no
disagreements between CCC or the Partnership and Arthur Andersen on any
matter of accounting principles or practices, financial statement
disclosure, or auditing scope or procedure.
The Partnership retained a new auditor, Moore Stephens, P.C., on April 10,
1997, as reported in its current report on Form 8-K, filed April 14, 1997.
In connection with its resignation, Arthur Andersen also prepared a report
pursuant to the provisions of Section 10A(b)(2) of the Securities Exchange
Act of 1934, as amended, for filing by the Holding Company with the
Securities and Exchange Commission (the "SEC"). Following the report of
Arthur Andersen, the SEC, on February 10, 1997, commenced a private
investigation of the Holding Company for the purpose of investigating the
matters discussed in such report and related matters. The Partnership does
not believe that the focus of the SEC's investigation is upon the
Partnership or CCC. CCC is unable to predict the outcome of the SEC's
private investigation of the Holding Company.
27
<PAGE> 28
Schedule 1
IEA INCOME FUND VIII,
A CALIFORNIA LIMITED PARTNERSHIP
SCHEDULE OF REIMBURSED ADMINISTRATIVE EXPENSES
PURSUANT TO ARTICLE IV SECTION 4.5
OF THE PARTNERSHIP AGREEMENT
FOR THE YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994
<TABLE>
<CAPTION>
1996 1995 1994
----------- ----------- -----------
<S> <C> <C> <C>
Salaries $ 71,555 $ 93,050 $ 90,329
Other payroll related expenses 12,383 14,335 25,358
General and administrative expenses 66,027 75,526 77,179
----------- ----------- -----------
Total reimbursed administrative expenses $ 149,965 $ 182,911 $ 192,866
=========== =========== ===========
</TABLE>
See report of independent public accountants
28
<PAGE> 29
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure
The Registrant's discussion regarding the resignation of its certifying
accountant is included in the Registrant's Report on Form 8-K, dated February 3,
1997 and filed February 7, 1997 and Amendment No. 1 to the Registrant's Report
on Form 8-K, dated February 3, 1997 and filed February 26, 1997, incorporated
herein by reference.
The Registrant retained a new auditor, Moore Stephens, P.C., on April 10,
1997, as reported in its Current Report on Form 8-K, filed April 14, 1997.
29
<PAGE> 30
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 general partner. The officers and directors of CCC at June 4, 1997, 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, Principal Finance and
Accounting Officer
Laurence P. Sargent Director
Stefan M. Palatin Director
</TABLE>
DENNIS J. TIETZ Mr. Tietz, 44, 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. 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, 35, 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, 48, 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, 34, was elected Vice President/Treasurer, Principal
Finance and Accounting 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.
30
<PAGE> 31
LAURENCE P. SARGENT Mr. Sargent, 67, 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, 43, 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.
The key management personnel of the Leasing Company at June 4, 1997, were as
follows:
<TABLE>
<CAPTION>
Name Title
- --------------------- ---------------------------------------------
<S> <C>
Steve Brocato President
Peter J. Younger Vice President/Chief Financial Officer
John M. Foy Vice President/Americas
Nico Sciacovelli Vice President/Europe, Middle East and Africa
Harris H. T. Ho 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>
STEVE BROCATO Mr. Brocato, 44, was elected President of the Leasing
Company's container division in June 1997, replacing Mr. Nigel J. Stribley, and
is based in the United Kingdom. Mr. Brocato has held various positions since
joining Cronos including, Vice President - Corporate Affairs and Director of
Marketing - Refrigerated Containers for Cronos in North and South America. Prior
to joining Cronos, Mr. Brocato was a Vice President for ICCU Containers from
1983 to 1985 and was responsible for dry cargo container marketing and
operations for the Americas. From 1981 to 1983, he was regional manager for
Trans Ocean leasing Ltd.
PETER J. YOUNGER Mr. Younger, 40, was elected Chief Financial Officer of
The Cronos Group in March, 1997, replacing Mr. A. Darrell Ponniah, and is based
in the United Kingdom. Mr. Younger was appointed Vice President and Controller
of Cronos in 1991. He joined IEA in 1987 and served as Director of Accounting
and the Vice President and Controller, based in San Francisco. Prior to 1987,
Mr. Younger was a certified public accountant and a principal with the
accounting firm of Johnson, Glaze and Co. in Salem, Oregon. Mr. Younger holds a
B.S. degree in Business Administration from Western Baptist College.
31
<PAGE> 32
JOHN M. FOY Mr. Foy, 51, 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.
NICO SCIACOVELLI Mr. Sciacovelli, 47, was elected Vice President - Europe,
Middle East and Africa in June 1997, replacing Mr. Geoffrey Mornard. Mr.
Sciacovelli is directly responsible for the Leasing Company's lease marketing
and operations in Europe, the Middle East and Africa and is based in Italy.
Since joining Cronos in 1983, Mr. Sciacovelli served as Area Director and Area
Manager for Southern Europe. Prior to joining Cronos, Mr. Sciacovelli was a
Sales Manager at Interpool Ltd.
HARRIS H. T. HO Mr. Ho, 39, was elected Vice President - Asia Pacific in
June 1997, replacing Mr. Danny Wong. Mr. Ho is directly responsible for the
Leasing Company's lease marketing and operations in Asia, Australia and the
Indian sub-continent and is based in Hong Kong. Since joining Cronos in 1990,
Mr. Ho served as Area Director, Hong Kong and China. Prior to joining Cronos,
Mr. Ho was a Manager at Sea Containers Pacific Ltd and Sea Containers Hong Kong
Limited from 1981 to 1990, responsible for container marketing within Asia. From
1978 to 1981, Mr. Ho was Senior Equipment Controller for Hong Kong Container
Line. Mr. Ho holds a Diploma of Management Studies in Marketing from The Hong
Kong Polytechnic and The Hong Kong Management Association.
DAVID HEATHER Mr. Heather, 49, 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, 43, 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, 64, 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.
32
<PAGE> 33
Item 11. Executive Compensation
The Registrant pays a management fee and will reimburse the general partner
for various administrative expenses.
The Registrant also makes quarterly distributions to its partners (general
and limited) from distributable cash from operations (allocated 95% to the
limited partners and 5% to the general partner) or sales proceeds (allocated
100% to the limited partners). However, if the amount of the limited partners'
capital contributions invested in equipment exceeds the minimum percentage
required by Section 3.5 of the Limited Partnership Agreement, and the limited
partners have received cumulative distributions equal to their capital
contributions, the general partner's interest in distributions from operations
and sales proceeds will be increased by one percentage point for each 1% of the
limited partners' capital contribution invested in equipment in excess of 80%.
The allocation of distributions of cash from sales proceeds remains unchanged.
During the first quarter of 1994, distributions of cash from operations were
allocated 10% to the general partner and 90% to the limited partners, pursuant
to Sections 6.1 (b) and (c) of the Partnership Agreement.
These allocations will remain in effect until such time as the limited
partners have received from the Partnership aggregate distributions in an amount
equal to their adjusted capital contributions plus a 10% cumulative, compounded
(daily), annual return on their adjusted capital contributions. Thereafter, all
Partnership distributions will be allocated 80% to the limited partners and 20%
to the general partner.
The Registrant does not pay or reimburse CCC and its affiliates for any
remuneration payable by them to their executive officers, directors or any other
controlling persons. However, the Registrant does reimburse the general partner
for certain services pursuant to Section 4.5 of the Partnership Agreement. These
services include but are not limited to (i) salaries and related salary expenses
for services which could be performed directly for the Registrant by independent
parties, such as legal, accounting, transfer agent, data processing, operations,
communications, duplicating and other such services; and, (ii) performing
administrative services necessary to the prudent operations of the Registrant.
The following table sets forth the fees the Registrant paid (on a cash basis)
to CCC for the fiscal year 1996.
Cash Fees and Distributions
<TABLE>
<CAPTION>
Cash Fees and
Name Description Distributions
---- ----------- -------------
<S> <C> <C>
1) CCC Acquisition fee - equal to 5% of the purchase $ 7,112
price of containers acquired by the Registrant
pursuant to Section 4.2 of the Limited
Partnership Agreement
2) CCC Base management fees - equal to 7% of gross $ 202,061
lease revenues attributable to operating
leases pursuant to Section 4.4 of the
Limited Partnership Agreement
3) CCC Reimbursed administrative expenses - equal to $ 153,003
the costs expended by CCC and its affiliates for
services necessary to the prudent operation of the
Registrant pursuant to Section 4.5 of the Limited
Partnership Agreement
4) CCC Interest in Fund - 5% of distributions of $ 179,855
distributable cash for any quarter pursuant
to Section 6.1 of the Limited Partnership
Agreement
</TABLE>
33
<PAGE> 34
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 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. Ownership
of units of limited partnership interests of the Registrant by CCC, its officers
and/or director of CCC is as follows:
<TABLE>
<CAPTION>
Number Percent of
Name of Beneficial Owner of Units All Units
------------------------ -------- ---------
<S> <C> <C>
Elinor Wexler 15.0 0.07%
Cronos Capital Corp. 181.2 0.84%
-------- --------
Officers, Directors and CCC as a Group 196.2 0.91%
======== ========
</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 1996 were limited to those fees paid or amounts committed to be paid (on
an annual basis) to CCC, the general partner. See Item 11, "Executive
Compensation," herein.
(b) Certain Business Relationships
Inapplicable.
(c) Indebtedness of Management
Inapplicable.
(d) Transactions with Promoters
Inapplicable.
34
<PAGE> 35
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:
Reports of Independent Public Accountants ............................. 16, 17
Balance sheets - December 31, 1996 and 1995 ........................... 18
Statements of operations - for the years ended
December 31, 1996, 1995 and 1994 .................................... 19
Statements of partners' capital - for the years ended
December 31, 1996, 1995 and 1994 .................................... 20
Statements of cash flows - for the years ended
December 31, 1996, 1995 and 1994 .................................... 21
Notes to financial statements ......................................... 22
Schedule of Reimbursed Administrative Expenses ........................ 28
</TABLE>
All other schedules are omitted as the information is not required or the
information is included in the financial statements or notes thereto.
35
<PAGE> 36
(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 October 13, 1987
3(b) Certificate of Limited Partnership of the Registrant **
27 Financial Data Schedule Filed with this document
</TABLE>
(b) Reports on Form 8-K
The Registrant filed a Report on Form 8-K, February 7, 1997 and
Amendment No. 1 to Report on Form 8-K, February 26, 1997, reporting
the resignation of the Registrant's certifying accountant.
The Registrant filed a Report on Form 8-K, April 14, 1997, reporting
the appointment of the Registrant's successor certifying accountant.
- ----------
* Incorporated by reference to Exhibit "A" to the Prospectus of the Registrant
dated October 13, 1987, included as part of Registration Statement on Form
S-1 (No. 33-16984)
** Incorporated by reference to Exhibit 3.4 to the Registration Statement on
Form S-1 (No. 33-16984)
36
<PAGE> 37
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 INCOME FUND VIII,
A California Limited Partnership
By Cronos Capital Corp.
The General Partner
By /s/ John Kallas
-------------------------------------------
John Kallas
Vice President/Treasurer
Principal Finance and Accounting Officer
Date: June 16, 1997
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 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 June 16, 1997
- ---------------------------- Cronos Capital Corp.
Dennis J. Tietz ("CCC") (Principal Executive
Officer of CCC)
/s/ John Kallas Vice President/Treasurer June 16, 1997
- ---------------------------- (Principal Finance and
John Kallas Accounting Officer
of CCC)
/s/ Laurence P. Sargent Director of CCC June 16, 1997
- ----------------------------
Laurence P. Sargent
</TABLE>
SUPPLEMENTAL INFORMATION
The Registrant's annual report will be furnished to its limited partners on
or about July 18, 1997. 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> 38
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 October 13, 1987
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 October 13, 1987, included as part of Registration Statement on Form
S-1 (No. 33-16984)
** Incorporated by reference to Exhibit 3.4 to the Registration Statement on
Form S-1 (No. 33-16984)
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE BALANCE
SHEET AT DECEMBER 31, 1996 AND THE STATEMENT OF OPERATIONS FOR THE TWELVE MONTHS
ENDED DECEMBER 31, 1996 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 DECEMBER 31, 1996
</LEGEND>
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> DEC-31-1996
<CASH> 669,932
<SECURITIES> 0
<RECEIVABLES> 238,701
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 953,633
<PP&E> 11,525,846
<DEPRECIATION> 5,217,353
<TOTAL-ASSETS> 7,262,126
<CURRENT-LIABILITIES> 0
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 7,262,126
<TOTAL-LIABILITY-AND-EQUITY> 7,262,126
<SALES> 0
<TOTAL-REVENUES> 1,510,499
<CGS> 0
<TOTAL-COSTS> 709,845
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 00
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 948,437
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
