<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 1997
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM _______ TO ______
Commission file number 0-18982
IEA INCOME FUND X, L.P.
(Exact name of registrant as specified in its charter)
California 94-3098648
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
444 Market Street, 15th Floor, San Francisco, California 94111
(Address of principal executive offices) (Zip Code)
(415) 677-8990
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes [X]. No [ ].
<PAGE> 2
IEA INCOME FUND X, L.P.
REPORT ON FORM 10-Q FOR THE QUARTERLY
PERIOD ENDED SEPTEMBER 30, 1997
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
Balance Sheets - September 30, 1997 (unaudited) and December 31, 1996 4
Statements of Operations for the three and nine months ended September 30, 1997 and 1996 (unaudited) 5
Statements of Cash Flows for the nine months ended September 30, 1997 and 1996 (unaudited) 6
Notes to Financial Statements (unaudited) 7
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 10
PART II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K 13
</TABLE>
2
<PAGE> 3
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
Presented herein are the Registrant's balance sheets as of September
30, 1997 and December 31, 1996, statements of operations for the three
and nine months ended September 30, 1997 and 1996, and statements of
cash flows for the nine months ended September 30, 1997 and 1996.
3
<PAGE> 4
IEA INCOME FUND X, L.P.
BALANCE SHEETS
(UNAUDITED)
<TABLE>
<CAPTION>
September 30, December 31,
1997 1996
------------ -----------
<S> <C> <C>
Assets
Current assets:
Cash and cash equivalents, includes $579,704
at September 30, 1997 and $642,672 at December
31, 1996 in interest-bearing accounts $ 697,143 $ 642,886
Net lease receivables due from Leasing Company
(notes 1 and 2) 353,985 389,210
------------ -----------
Total current assets 1,051,128 1,032,096
------------ -----------
Container rental equipment, at cost 17,318,635 17,587,240
Less accumulated depreciation 7,169,395 6,519,342
------------ -----------
Net container rental equipment 10,149,240 11,067,898
------------ -----------
$ 11,200,368 $12,099,994
============ ===========
Partners' Capital
Partners' capital (deficit):
General partner $ (8,996) $ -
Limited partners 11,209,364 12,099,994
------------ -----------
Total partners' capital 11,200,368 12,099,994
------------ -----------
$ 11,200,368 $12,099,994
============ ===========
</TABLE>
The accompanying notes are an integral part of these financial statements.
4
<PAGE> 5
IEA INCOME FUND X, L.P.
STATEMENTS OF OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
---------------------------- ------------------------------
September 30, September 30, September 30, September 30,
1997 1996 1997 1996
------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
Net lease revenue (notes 1 and 3) $354,771 $422,304 $ 1,040,031 $1,295,796
Other operating expenses:
Depreciation 252,879 256,910 764,640 771,210
Other general and administrative expenses 11,460 10,971 31,428 28,954
-------- -------- ----------- ----------
264,339 267,881 796,068 800,164
-------- -------- ----------- ----------
Earnings from operations 90,432 154,423 243,963 495,632
Other income (expense):
Interest income 7,191 9,998 21,463 31,444
Net gain (loss) on disposal of equipment 6,714 6,780 (8,213) 13,551
-------- -------- ----------- ----------
13,905 16,778 13,250 44,995
-------- -------- ----------- ----------
Net earnings $104,337 $171,201 $ 257,213 $ 540,627
======== ======== =========== ==========
Allocation of net earnings:
General partner $ 15,120 $ 24,510 $ 45,169 $ 78,309
Limited partners 89,217 146,691 212,044 462,318
-------- -------- ----------- ----------
$104,337 $171,201 $ 257,213 $ 540,627
======== ======== =========== ==========
Limited partners' per unit
share of net earnings $ 2.28 $ 3.74 $ 5.41 $ 11.79
======== ======== =========== ==========
</TABLE>
The accompanying notes are an integral part of these financial statements.
5
<PAGE> 6
IEA INCOME FUND X, L.P.
STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
Nine Months Ended
-----------------------------
September 30, September 30,
1997 1996
----------- -----------
<S> <C> <C>
Net cash provided by operating activities $ 1,119,240 $ 1,350,299
Cash flows provided by (used in) investing activities:
Proceeds from sale of container rental equipment 91,856 129,359
Purchase of container rental equipment - (127,622)
Acquisition fees paid to general partner - (6,382)
----------- -----------
Net cash provided by (used in) investing activities 91,856 (4,645)
----------- -----------
Cash flows used in financing activities:
Distribution to partners (1,156,839) (1,545,035)
----------- -----------
Net increase (decrease) in cash and cash equivalents 54,257 (199,381)
Cash and cash equivalents at January 1 642,886 890,683
----------- -----------
Cash and cash equivalents at September 30 $ 697,143 $ 691,302
=========== ===========
</TABLE>
The accompanying notes are an integral part of these financial statements.
6
<PAGE> 7
IEA INCOME FUND X, L.P.
NOTES TO UNAUDITED FINANCIAL STATEMENTS
(1) Summary of Significant Accounting Policies
(a) Nature of Operations
IEA Income Fund X, L.P. (the "Partnership") is a limited partnership
organized under the laws of the State of California on July 18, 1989
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,
2010, unless sooner terminated upon the occurrence of certain events.
The Partnership commenced operations on January 17, 1990, 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 October 30,
1990, at which time 39,206 limited partnership units had been
purchased.
As of September 30, 1997, the Partnership operated 3,984 twenty-foot,
1,142 forty-foot and 95 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 two to five years). Master leases do not specify the
exact number of containers to be leased or the term that each container
will remain on hire but allow the ocean carrier to pick up and drop off
containers at various locations; rentals are based upon the number of
containers used and the applicable per-diem rate. Accordingly, rentals
under master leases are all variable and contingent upon the number of
containers used. Most containers are leased to ocean carriers under
master leases; leasing agreements with fixed payment terms are not
material to the financial statements. Since there are no material
minimum lease rentals, no disclosure of minimum lease rentals is
provided in these financial statement
(Continued)
7
<PAGE> 8
IEA INCOME FUND X, L.P.
NOTES TO UNAUDITED 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.
(d) Financial Statement Presentation
These financial statements have been prepared without audit. Certain
information and footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting
procedures have been omitted. It is suggested that these financial
statements be read in conjunction with the financial statements and
accompanying notes in the Partnership's latest annual report on Form
10-K.
The preparation of financial statements in conformity with generally
accepted accounting principles (GAAP) requires the Partnership to make
estimates and assumptions that affect the reported amounts of assets
and liabilities and disclosure of contingent assets and liabilities at
the date of the financial statements and the reported amounts of
revenues and expenses during the reported period. Actual results could
differ from those estimates.
The interim financial statements presented herewith reflect all
adjustments of a normal recurring nature which are, in the opinion of
management, necessary to a fair statement of the financial condition
and results of operations for the interim periods presented.
(2) Net Lease Receivables Due from Leasing Company
Net lease receivables due from the Leasing Company are determined by
deducting direct operating payables and accrued expenses, 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 September 30, 1997 and
December 31, 1996 were as follows:
<TABLE>
<CAPTION>
September 30, December 31,
1997 1996
-------- --------
<S> <C> <C>
Lease receivables, net of doubtful accounts
of $116,546 at September 30, 1997 and $118,561
at December 31, 1996 $659,330 $684,654
Less:
Direct operating payables and accrued expenses 163,568 128,685
Damage protection reserve 75,495 93,935
Base management fees 55,771 61,227
Reimbursed administrative expenses 10,511 11,597
-------- --------
$353,985 $389,210
======== ========
</TABLE>
(Continued)
8
<PAGE> 9
IEA INCOME FUND X, L.P.
NOTES TO UNAUDITED FINANCIAL STATEMENTS
(3) 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 three and nine-month periods ended September 30, 1997 and
1996, was as follows:
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
------------------------ --------------------------
September 30, September 30, September 30, September 30,
1997 1996 1997 1996
-------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Rental revenue $580,706 $ 686,278 $1,775,057 $2,135,916
Less:
Rental equipment operating expenses 153,893 175,581 513,520 571,320
Base management fees 39,971 47,072 123,136 144,412
Reimbursed administrative expenses 32,071 41,321 98,370 124,388
-------- ---------- ---------- ----------
$354,771 $ 422,304 $1,040,031 $1,295,796
======== ========== ========== ==========
</TABLE>
9
<PAGE> 10
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
It is suggested that the following discussion be read in conjunction with the
Registrant's most recent annual report on Form 10-K.
1) Material changes in financial condition between September 30, 1997 and
December 31, 1996.
At September 30, 1997, the Registrant had $697,143 in cash and cash
equivalents, an increase of $54,257 from the December 31, 1996 cash
balances. Net lease receivables at September 30, 1997 declined 9% when
compared to December 31, 1996. Contributing to this decline was an increase
in direct operating payables and accrued expenses, a component of net lease
receivables. Deferred revenue from advance billing on rental containers
contributed to a $34,883 (27%) increase in direct operating payables and
accrued expenses.
The Registrant's cash distribution from operations for the third quarter of
1997 was 7% (annualized) of the limited partners' original capital
contribution, unchanged from the second quarter of 1997. Distributions from
operations are directly related to the Registrant's results from operations
and may fluctuate accordingly. The cash distribution from sales proceeds
for the third quarter of 1997 was 1.00% (annualized) of the limited
partners' original capital contribution, an increase of .25% (annualized)
from the second quarter of 1997. As mentioned in the Registrant's annual
report on Form 10-K for the year ending December 31, 1996, amounts
generated from future container sales will no longer be used to purchase
and replace containers and will be distributed to its partners. These
amounts may fluctuate depending on the level of container disposals.
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, reducing their need for leased containers. Once the
demand for leased containers began to fall, per-diem rental rates were also
adversely affected. Since the beginning of 1997, the container leasing
industry has experienced a modest recovery as indicated by an upward trend
in container utilization. This trend can also be seen within the
Registrant's utilization rate, which increased from 74% at December 31,
1996 to 79% at September 30, 1997. Increasing cargo volumes and continuing
equipment imbalances within the container fleets of shipping lines and
transport companies have re-established a need for these companies to
replenish their leased fleets during 1997.
Although there has been an improvement in container utilization rates,
per-diem rental rates continue to remain under pressure as a result of the
following factors: start-up leasing companies offering new containers and
low rental rates in an effort to break into the leasing market; established
leasing companies reducing rates to very low levels; and a continuing
oversupply of containers. The recent volatility of the Hong Kong and other
Asian financial markets and its impact on trade, shipping, and container
leasing, especially intra-Asia and Asia-Europe routes, has yet to be
determined. While these conditions could impact the Registrant's financial
condition and operating performance through the remainder of 1997 and first
half of 1998, the Registrant is well positioned to take advantage of
further improvements in the container leasing market.
2) Material changes in the results of operations between the three and
nine-month periods ended September 30, 1997 and the three and nine-month
periods ended September 30, 1996.
Net lease revenue for the three and nine-month periods ended September 30,
1997 was $354,771 and $1,040,031, respectively, a decline of approximately
16% and 20%, respectively, from the same periods in the prior year. Gross
rental revenue (a component of net lease revenue) for the three and
nine-month periods ended September 30, 1997 was $580,706 and $1,775,057,
respectively, a decline of 15% and 17%, respectively, from the same periods
in the prior year. During 1997, gross rental revenue was primarily impacted
by lower per-diem rental rates. Average per-diem rental rates declined 14%
and 13% when compared to the same respective periods in the prior year.
Utilization of the Registrant's fleet of containers, which steadily
increased since December 31, 1996, did not recover to the same levels
experienced during the three and nine-month periods ended September 30,
1996.
10
<PAGE> 11
The Registrant's average fleet size and utilization rates for the three and
nine-month periods ended September 30, 1997 and 1996 were as follows:
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
---------------------------- ----------------------------
September 30, September 30, September 30, September 30,
1997 1996 1997 1996
------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
Average Fleet Size (measured in
twenty-foot equivalent units (TEU)) 6,483 6,565 6,522 6,563
Average Utilization 77% 78% 75% 80%
</TABLE>
Rental equipment operating expenses were 27% and 29%, respectively, of the
Registrant's gross lease revenue during the three and nine-month periods
ended September 30, 1997, as compared to 26% and 27%, respectively, during
the three and nine-month periods ended September 30, 1996. The increase for
the nine-month period ended September 30, 1997 was largely attributable to
an increase in costs associated with lower utilization levels, including
handling and storage.
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 or 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. Following Arthur Andersen's resignation, the Parent
Company subsequently received notification from the Securities and Exchange
Commission that it was conducting a private investigation of the Parent
Company regarding the events and circumstances leading to Arthur Andersen's
resignation. The results of this investigation are still pending.
Accordingly, the Registrant does not, at this time, have sufficient
information to determine the impact, if any, that the Securities and
Exchange Commission investigation of the Parent Company and the concerns
expressed by Arthur Andersen in its letter of resignation may have on the
future operating results and financial condition of the Registrant or the
Leasing Company's ability to manage the Registrant's fleet in subsequent
periods. However, the general partner of the Registrant does not believe,
based upon the information currently available to it, that Arthur
Andersen's resignation was triggered by any concern over the accounting
policies and procedures followed by the Registrant.
Arthur Andersen's report on the financial statements of Cronos Capital
Corp. and the Registrant, for either of the 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 Registrant's previous two 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.
The Registrant retained a new auditor, Moore Stephens, P.C. ("Moore
Stephens") on April 10, 1997, as reported in the Registrant's Current
Report on Form 8-K, filed April 14, 1997.
11
<PAGE> 12
The President of the Leasing Company, a subsidiary of the Parent Company,
along with two marketing Vice Presidents, resigned in June 1997. These
vacancies were filled by qualified, long-time employees who average over 15
years of experience in the container leasing industry, therefore providing
continuity in the management of the Leasing Company. The Registrant and
general partner do not believe these changes will have a material impact on
the future operating results and financial condition of the Registrant.
Cautionary Statement
This Quarterly Report on Form 10-Q 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 2., Management's Discussion and Analysis of
Financial Condition and Results of Operations; and those detailed from time
to time in the filings of Registrant with the Securities and Exchange
Commission.
12
<PAGE> 13
PART II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
<TABLE>
<CAPTION>
Exhibit
No. Description Method of Filing
--- ----------- ----------------
<S> <C> <C>
3(a) Limited Partnership Agreement of the Registrant, *
amended and restated as of November 7, 1989
3(b) Certificate of Limited Partnership of the Registrant **
27 Financial Data Schedule Filed with this document
</TABLE>
(b) Reports on Form 8-K
No reports on Form 8-K were filed by the Registrant during the quarter
ended September 30, 1997.
- -------------
* Incorporated by reference to Exhibit "A" to the Prospectus of the
Registrant dated November 7, 1989, included as part of Registration
Statement on Form S-1 (No. 33-30245)
** Incorporated by reference to Exhibit 3.2 to the Registration Statement on
Form S-1 (No. 33-30245)
13
<PAGE> 14
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Report to be signed on its behalf by the
undersigned thereunto duly authorized.
IEA INCOME FUND X, L.P.
By Cronos Capital Corp.
The General Partner
By /s/ JOHN KALLAS
-------------------------------
John Kallas
Vice President, Treasurer
Principal Finance & Accounting Officer
Date: November 10, 1997
14
<PAGE> 15
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
No. Description Method of Filing
--- ----------- ----------------
<S> <C> <C>
3(a) Limited Partnership Agreement of the Registrant, *
amended and restated as of November 7, 1989
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 November 7, 1989, included as part of Registration
Statement on Form S-1 (No. 33-30245)
** Incorporated by reference to Exhibit 3.2 to the Registration Statement
on Form S-1 (No. 33-30245)
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE BALANCE
SHEET AT SEPTEMBER 30, 1997 (UNAUDITED) AND THE STATEMENT OF OPERATIONS FOR THE
QUARTERLY PERIOD ENDED SEPTEMBER 30, 1997 (UNAUDITED) AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS INCLUDED AS PART OF ITS
QUARTERLY REPORT ON FORM 10-Q FOR THE PERIOD SEPTEMBER 30, 1997.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> SEP-30-1997
<CASH> 697,143
<SECURITIES> 0
<RECEIVABLES> 353,985
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 1,051,128
<PP&E> 17,318,635
<DEPRECIATION> 7,169,635
<TOTAL-ASSETS> 11,200,368
<CURRENT-LIABILITIES> 0
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 11,200,368
<TOTAL-LIABILITY-AND-EQUITY> 11,200,368
<SALES> 0
<TOTAL-REVENUES> 1,040,031
<CGS> 0
<TOTAL-COSTS> 796,068
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 257,213
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
