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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 [NO FEE REQUIRED, EFFECTIVE OCTOBER 7, 1996].
For the fiscal year ended December 31, 1999
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 0-21518
IEA INCOME FUND XII, L.P.
(Exact name of registrant as specified in its charter)
California 94-3143940
(State or other jurisdiction (I.R.S. Employer Identification No.)
of 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:
Name of each exchange on
Title of each class which registered
------------------- ----------------
Not Applicable
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 (Section 229.405 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
-----------------------------------
PART I
Item 1 - Business Prospectus of IEA Income Fund XII, L.P., dated December 2,1991
included as part of Registration Statement on Form S-1 (No.
33-42697)
Certificate of Limited Partnership of IEA Income Fund XII, L.P.,
filed as Exhibit 3.2 to the Registration Statement on Form
S-1 (No. 33-42697)
Form of Leasing Agent Agreement with Cronos Containers Limited,
filed as Exhibit 10.2 to the Registration Statement on Form S-1
(No. 33-42697)
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PART I - FINANCIAL INFORMATION
Item 1. Business
(a) General Development of Business
The Registrant is a limited partnership organized under the laws of the State
of California on August 28, 1991, for the purpose of owning and leasing marine
cargo containers, special purpose containers and container related equipment.
The Registrant was initially capitalized with $100, and commenced offering its
limited partnership interests to the public subsequent to December 2, 1991,
pursuant to its Registration Statement on Form S-1 (File No. 33-42697). The
Registrant had no securities holders as defined by the Securities and Exchange
Act of 1934 as of December 31, 1991. The offering broke initial impound on
January 31, 1992. The offering terminated on November 30, 1992.
The Registrant raised $70,271,880 in subscription proceeds. The following
table sets forth the use of said subscription proceeds:
Percentage of
Gross
Amount Proceeds
----------- -----
Gross Subscription Proceeds $70,271,880 100.0%
Public Offering Expenses:
Underwriting Commissions $ 7,027,188 10.0%
Offering and Organization Expenses $ 1,205,691 1.7%
----------- -----
Total Public Offering Expenses $ 8,232,879 11.7%
----------- -----
Net Proceeds $62,039,001 88.3%
Acquisition Fees $ 606,788 0.9%
Working Capital Reserve $ 753,431 1.1%
----------- -----
Gross Proceeds Invested in Equipment $60,678,782 86.3%
=========== =====
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. These and other affiliated companies are ultimately wholly-owned by
The Cronos Group, a holding company registered in Luxembourg ("the Parent
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 by the
Group on its behalf or managed on behalf of other third-party container owners,
including all other programs organized by CCC.
On January 1, 1992, the Leasing Company entered into a Leasing Agent
Agreement with the Registrant assuming the responsibility for all container
leasing activities.
For a discussion of recent developments in the Registrant's business, see
Item 7, "Management's Discussion and Analysis of Financial Condition and Result
of Operations."
For information concerning the containers acquired by the Registrant, see
Item 2, "Properties."
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(b) Financial Information About Industry Segments
The Financial Accounting Standards Board has issued Statement of Financial
Accounting Standards (SFAS) No. 131, "Disclosures about Segments of an
Enterprise and Related Information," which requires that public business
enterprises report financial and descriptive information about reportable
operating segments. An operating segment is a component of an enterprise that
engages in business activities from which it may earn revenues and incur
expenses, whose operating results are regularly reviewed by the enterprise's
chief operating decision maker to make decisions about resources to be allocated
to the segment and assess its performance, and about which separate financial
information is available. The Leasing Company's management operates the
Registrant's container fleet as a homogenous unit and has determined, after
considering the requirements of SFAS No. 131, that as such it has a single
reportable operating segment.
The Registrant derives revenues from dry cargo containers and refrigerated
containers. As of December 31, 1999, the Registrant operated 9,231 twenty-foot,
5,170 forty-foot and 205 forty-foot high-cube marine dry cargo containers, as
well as 195 twenty-foot and 290 forty-foot marine refrigerated cargo containers.
A summary of gross lease revenue, by product, for the years ended December 31,
1999, 1998 and 1997 follows:
1999 1998 1997
---------- ---------- ----------
Dry cargo containers $5,528,632 $6,879,785 $7,491,452
Refrigerated containers 1,200,055 1,564,724 1,760,577
---------- ---------- ----------
Total $6,728,687 $8,444,509 $9,252,029
========== ========== ==========
Due to the Registrant's lack of information regarding the physical location
of its fleet of containers when on lease in the global shipping trade, it is
impracticable to provide the geographic area information required by SFAS No.
131. 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.
No single sub-lessee of the Leasing Company contributed more than 10% of the
Registrant's rental revenue earned during 1999, 1998 and 1997.
(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 efficiently 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 or aluminum. 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
currently constitute approximately 87% (in TEU) of the worldwide container
fleet. Refrigerated and tank containers currently constitute approximately 8%
(in TEU) of the worldwide container fleet, with 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.
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The logistical advantages and reduced freight rates brought about by
containerization have been major catalysts for world trade growth during the
last twenty-five years, resulting in increased demand for containerization. The
world's container fleet has grown from an estimated 270,000 TEU in 1969 to
approximately 13 million TEU by mid-1999.
BENEFITS OF LEASING
Leasing companies own approximately 46% of the world's container fleet with
the balance owned predominantly by shipping lines. Shipping lines, which
traditionally operate on tight profit margins, often supplement their owned
fleet of containers by leasing a portion of their equipment from container
leasing companies and, in doing so, achieve the following financial and
operational benefits:
- Leasing allows the shipping lines to utilize the equipment they need
without having to make large capital expenditures;
- Leasing offers a shipping line an alternative source of financing in a
traditionally capital-intensive industry;
- Leasing enables shipping lines to expand their routes and market shares at
a relatively inexpensive cost without making a permanent commitment to
support their new structure;
- Leasing allows shipping lines to respond to changing seasonal and trade
route demands, thereby optimizing their capital investment and storage
costs.
TYPES OF LEASES
The Registrant's containers are leased primarily to shipping lines 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. Some
of the Registrant's containers may be leased pursuant to term leases, which may
have durations of less than one year to five years. The Registrant's specialized
containers are generally leased on longer-term leases because the higher cost,
value and complexity of this equipment makes it more expensive to redeliver and
lease out.
- Master lease. Most short-term leases are "master leases," under which a
customer reserves the right to lease a certain number of containers, as
needed, under a general agreement between the lessor and the lessee. Such
leases provide customers with greater flexibility by allowing them to pick
up and drop off containers where and when needed, subject to restrictions
and availability, as specified in each lease. The commercial terms of
master leases are negotiated annually. Master leases also define the
number of containers that may be returned within each calendar month, the
return locations and applicable drop-off charges. Due to 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. Term leases are for a fixed period of time and include both
long and short-term commitments, with most extending from three to five
years. Term lease agreements may contain early termination penalties that
apply in the event of early redelivery. In most cases, however, equipment
is not returned prior to the expiration of the lease. Term leases provide
greater revenue stability to the lessor, but at lower rates than master
leases. Ocean carriers use long-term leases when they have a need for an
identified number of containers for a specified term. 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 the containers to be leased.
Ocean carriers generally 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 location
after one or more legs of a voyage.
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The terms and conditions of the Registrant's leases provide that 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, excluding ordinary wear and tear, upon redelivery.
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.
Lease rates depend on several factors including the type of lease, length of
term, maintenance provided, type and age of the equipment, location and
availability, and market conditions.
CUSTOMERS
The Registrant is not dependent upon any particular customer or group of
customers of the Leasing Company and none of those customers account for more
than 10% of the Registrant's revenue. The Registrant's customers are billed and
pay in United States dollars. The Leasing Company sets maximum credit limits for
the Registrant's customers, limiting the number of containers leased to each
according to established credit criteria. The Leasing Company continually tracks
its credit exposure to each customer. The Leasing Company's credit committee
meets quarterly to analyze the performance of the Registrant's customers and to
recommend actions to be taken in order to minimize credit risks. The Leasing
Company uses specialist third party credit information services and reports
prepared by local staff to assess credit applications.
FLEET PROFILE
The Registrant acquired high-quality dry cargo containers manufactured to
specifications that exceed ISO standards and designed to minimize repair and
operating costs.
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 (i.e., Corten(R) roofs, walls, doors and undercarriage),
which is a high-tensile steel yielding greater damage and corrosion resistance
than mild steel.
Refrigerated containers are used to transport temperature-sensitive products,
such as meat, fruit, vegetables and photographic film. All of the Registrant's
refrigerated containers have high-grade stainless steel interiors. The majority
of the Registrant's 20-foot refrigerated containers have high-grade stainless
steel walls, while most of the Registrant's 40-foot refrigerated containers are
steel framed with aluminum outer walls to reduce weight. As with the dry cargo
containers, all refrigerated containers are designed to minimize repair and
maintenance and maximize damage resistance.
The Registrant purchased its dry cargo containers from manufacturers in
China, Korea, Indonesia, India and Japan as part of a policy of sourcing
container production in locations where it can meet customer demands most
effectively.
The Registrant's refrigerated containers were purchased mainly from Korean
manufacturers. The majority of its refrigeration units were purchased from
Carrier Transicold, the primary container refrigeration unit supplier in the
United States.
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As of December 31, 1999, the Registrant owned 9,231 twenty-foot, 5,170
forty-foot and 205 forty-foot high-cube marine dry cargo containers as well as
195 twenty-foot and 290 forty-foot refrigerated cargo containers. The following
table sets forth the number of containers on lease, by container type and lease
type as of December 31, 1999:
Number of
Containers on
Lease
-------------
20-Foot Dry Cargo Containers:
Term Leases 939
Master Leases 6,247
-----
Total on lease 7,186
=====
40-Foot Dry Cargo Containers:
Term Leases 682
Master Leases 3,041
-----
Total on lease 3,723
=====
40-Foot High-Cube Dry Cargo Containers:
Term Leases 26
Master Leases 119
-----
Total on lease 145
=====
20-Foot Refrigerated Cargo Containers
Term Leases 50
Master Leases 115
-----
Total on lease 165
=====
40-Foot Refrigerated Cargo Containers
Term Leases 113
Master Leases 123
-----
Total on lease 236
=====
The Leasing Company makes 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,
certain expense reimbursements and incentive fees 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.
REPAIR AND MAINTENANCE
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 that is verified by independent surveyors or the
Leasing Company's technical and operations staff. 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.
MARKET FOR USED CONTAINERS
The Registrant estimates that the period for which a dry cargo or
refrigerated container may be used as a leased marine cargo container ranges
from 10 to 15 years. The Leasing Company, on behalf of the Registrant, disposes
of used containers in a worldwide market in which buyers include wholesalers,
mini-storage operations, construction companies and others. As the Registrant's
fleet ages, a larger proportion of its revenue will be derived from selling its
containers.
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OPERATIONS
The Registrant's container leasing 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; Hamburg; Antwerp; Genoa; Gothenburg, Sweden; Singapore; Hong Kong;
Sydney; Tokyo; Taipei; Seoul; Rio de Janeiro; Shanghai and Madras, India.
The Leasing Company also maintains agency relationships with over 25
independent agents around the world, to whom it pays commissions 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. The agents 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.
In addition, the Leasing Company relies on the services of over 300
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.
The Leasing Company's global network is integrated with its computer system
and provides 24-hour communication between offices, agents and depots. The
system allows the Leasing Company to manage and control the Registrant's fleet
on a global basis, providing it with the responsiveness and flexibility
necessary to service the master lease market effectively. This system is an
integral part of the Leasing Company's service, as it processes information
received from the various offices, generates billings to the Registrant's
lessees and produces a wide range of reports on all aspects of the Registrant's
leasing activities. The system records the life history of each container,
including the length of time on and off lease and repair costs. It also traces
port activity trends, leasing activity and equipment data per customer. The
operations and marketing data is fully interfaced with the finance and
accounting system to provide revenue, cost and asset information to management
and staff around the world.
INSURANCE
The Registrant's lease agreements typically require lessees to obtain
insurance to cover all risks of physical damage and loss of the equipment under
lease, as well as public liability and property damage insurance. However, the
precise nature and amount of the insurance carried by each ocean carrier varies
from lessee to lessee. In addition, the Registrant has purchased secondary
insurance effective in the event that a lessee fails to have adequate primary
coverage. This insurance covers liability arising out of bodily injury and/or
property damage as a result of the ownership and operation of the containers, as
well as insurance against loss or damage to the containers, loss of lease
revenues in certain cases and costs of container recovery and repair in the
event that a customer goes into bankruptcy. The Registrant believes that the
nature and the amounts of its insurance are customary in the container leasing
industry and subject to standard industry deductions and exclusions.
(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 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.
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(c)(1)(vi) The Registrant established a working capital reserve of
approximately 1.1% 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 billing. 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 year ended December 31, 1999, no single sub-lessee of
the Leasing Company accounted for more than 10% 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. 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 leases.
The Leasing Company, on behalf of the Registrant, competes with various
container leasing companies in the markets in which it conducts business,
including Transamerica Leasing, GE-Seaco, Textainer Corp., Triton Container
International Ltd. and others. In a series of recent consolidations, several
major leasing companies, as well as numerous smaller ones, have been acquired by
competitors. The Leasing Company believes that the current trend toward
consolidation in the container leasing industry will continue, making economies
of scale, worldwide operations, diversity, size of fleet and financial strength
increasingly important to the successful operation of a container leasing
business. Additionally, as containerization grows, customers may demand more
flexibility from leasing companies regarding per-diem rates, pick-up and
drop-off locations, availability of containers and other terms. Some of the
Leasing Company's competitors may have greater financial resources than the
Leasing Company and may be more capable of offering lower per-diem rates. 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.
(c)(1)(xi) Inapplicable.
(c)(1)(xii) Environmental Matters
A portion of the Registrant's equipment portfolio consists of special purpose
containers, primarily refrigerated containers. Historically, refrigerated
containers have utilized a refrigerant gas which is a chlorofluorocarbon ("CFC")
compound. It is generally assumed that CFCs are harmful to the Earth's ozone
layer when released into the atmosphere. Many nations, including the United
States, have taken action, both collectively and individually, to regulate CFCs.
These nations set various targets for the reduction in production and use of
CFCs starting as early as 1993, and their eventual elimination. There has been
substantial progress recently to determine a viable substitute for the
refrigerant used in containers, such that both the Leasing Company and the
container leasing industry association have selected a replacement refrigerant.
Production of new container refrigeration units operating with the replacement
refrigerant became generally available in 1993. All of the Registrant's
refrigerated containers use CFC refrigerated gas in the operation and insulation
of the containers. Depending on market pressures and future governmental
regulations, the Registrant's refrigerated containers may have to be retrofitted
with non-CFC refrigerants, the cost of which will be borne by the Registrant.
The Leasing Company's technical staff has cooperated with refrigeration
manufacturers in conducting investigations into the most effective and
economical retrofit plan. CCC and the Leasing Company believe that this expense,
should it be required, would not be material to the Registrant's financial
position or results of operations. In addition, refrigerated containers that are
not retrofitted may command lower prices in the used container market. Most of
the independent depot operators utilized by the Registrant currently have the
facilities to provide CFC recycling and disposal services to container owners
and lessors such as the Registrant.
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Under the state and Federal laws of the United States, and possibly under the
laws of other nations, the owner of a container may be liable for environmental
damage and/or cleanup and/or other sums in the event of actual or threatened
discharge or other contamination by material in a container. This liability may
be imposed on a container owner, such as the Registrant, even if the owner is
not at fault.
(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 16
employees, consisting of 4 officers, 4 other managers and 8 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 carriers. To this extent, the Registrant's operations are subject to the
fluctuations of world economic and political conditions. Such factors may affect
the pattern and levels of world trade.
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 Leasing Company's leases generally require all payments to be
made in United States currency.
Item 2. Properties
As of December 31, 1999, the Registrant owned 9,231 twenty-foot, 5,170
forty-foot and 205 forty-foot high-cube marine dry cargo containers, as well as
195 twenty-foot and 290 forty-foot refrigerated containers, suitable for
transporting cargo by rail, sea or highway. The average useful life and invoice
cost of the Registrant's fleet at December 31, 1999 were as follows:
Estimated
Useful Life Average Age Average Cost
----------- ----------- ------------
20-Foot Dry Cargo Containers 10-15 years 7 years $ 2,838
40-Foot Dry Cargo Containers 10-15 years 8 years $ 4,672
40-Foot High-Cube Dry Cargo Containers 10-15 years 7 years $ 5,033
20-Foot Refrigerated Cargo Containers 10-15 years 8 years $18,808
40-Foot Refrigerated Cargo Containers 10-15 years 8 years $23,169
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 1999, utilization of the dry cargo and refrigerated
container fleet averaged 69% and 67%, respectively.
During 1999, the Registrant disposed of 143 twenty-foot, 71 forty-foot and
one forty-foot high-cube marine dry cargo container, as well as two twenty-foot
and 15 forty-foot refrigerated cargo containers at an average book loss of $44
per container.
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Item 3. Legal Proceedings
On November 15, 1999, the Parent Company consented to the entry by the
Securities and Exchange Commission ( the "SEC") of an administrative cease and
desist order (the "Order"). The Parent Company is the indirect corporate parent
of CCC, the general partner of the Partnership. Without admitting or denying the
findings made by the SEC in the Order, the Parent Company agreed to cease and
desist from committing or causing any future violation of certain anti-fraud,
reporting, and recordkeeping provisions of the federal securities laws. The
SEC's investigation of the Parent Company began in February, 1997 and was
triggered by the actions of a former chairman, Stefan M. Palatin. The Parent
Company's Board removed Mr. Palatin as CEO in May, 1998 and, in July 1998, Mr.
Palatin resigned from the Board. While Mr. Palatin is no longer an officer or
director of the Parent Company, he continues to control approximately 20% of the
outstanding common shares of the Parent Company. The Partnership does not
believe that the focus of the SEC's investigation was upon the Partnership or
CCC.
The SEC made certain findings by its Order. Among them, the SEC found that
the Parent Company, under the domination and control of Mr. Palatin,
misrepresented, through affirmative misstatements and omissions in its public
statements and filings with the SEC, transactions it had with Mr. Palatin for
the period from December, 1995 through 1997. The Parent Company neither admitted
nor denied the findings made by the SEC.
While the Order did not impose any fine or penalty against the Parent
Company, the Parent Company is unable to predict what impact, if any, it will
have on future business or whether it will lead to future litigation involving
the Parent Company. Under the Order, the Parent Company has designated an agent
for service of process with respect to any proceedings instituted by the SEC to
enforce the Order or with respect to any future investigation of the Parent
Company by the SEC. In addition, the entry of the Order precludes the Parent
Company and persons acting on its behalf from relying upon certain protections
according to forward-looking statements by the Securities Act of 1933 and the
Securities Exchange Act of 1934 through November 14, 2002.
Item 4. Submission of Matters to a Vote of Security Holders
Inapplicable.
10
11
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
Number of Unit
(b)(1) Title of Class Holders as of December 31, 1999
-------------- -------------------------------
Units of limited partnership
interests 5,031
(c) Dividends
Inapplicable. For the distributions made by the Registrant to its limited
partners, see Item 6, "Selected Financial Data."
11
12
Item 6. Selected Financial Data
Year Ended December 31,
-------------------------------------------------------------------------------------
1999 1998 1997 1996 1995
------------ ----------- ----------- ----------- -----------
Net lease revenue $ 3,777,357 $ 5,116,640 $ 5,664,267 $ 6,979,978 $ 8,625,810
Net income $ 27,190 $ 1,412,913 $ 1,843,048 $ 3,156,373 $ 4,762,818
Net income (loss) per unit of
limited partnership interest $ (0.05) $ 0.34 $ 0.44 $ 0.79 $ 1.25
Cash distributions per unit of
limited partnership interest $ 1.40 $ 1.44 $ 1.57 $ 1.92 $ 2.00
At year-end:
Total assets $ 37,361,840 $42,699,854 $46,616,186 $50,805,865 $55,578,817
Partners' capital $ 37,107,340 $42,236,906 $46,153,238 $50,104,535 $54,036,992
Item 7. Management's Discussion and Analysis of Financial Condition and Results
of Operations
LIQUIDITY AND CAPITAL RESOURCES
The Registrant's primary objective is to generate cash flow from operations
for distribution to its limited partners and, during the initial years of
operations, reinvest excess cash flow in additional equipment. Aside from the
initial working capital reserve retained from gross subscription proceeds (equal
to approximately 1.1% of such proceeds), the Registrant relies primarily on
container rental receipts to meet this objective as well as to finance operating
needs. No credit lines are maintained to finance working capital.
At December 31, 1999, the Registrant had $1,111,425 in cash and cash
equivalents, a decrease of $1,296,189 and $771,964 respectively, from the cash
balances at December 31, 1998 and December 31, 1997.
Cash distributions from operations are allocated 5% to the general partner
and 95% to the limited partners. Distributions of sales proceeds are allocated
1% to the general partner and 99% to the limited partners. This sharing
arrangement will remain in place until the limited partners have received
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 distributions will be allocated 15% to the
general partner and 85% to the limited partners, pursuant to Section 6.1(b) of
the Partnership Agreement. Cash distributions from operations to the general
partner in excess of 5% of distributable cash will be considered an incentive
fee and compensation to the general partner.
From inception through February 29, 2000, the Registrant has distributed
$45,452,531 in cash from operations and $746,640 in cash from container sales
proceeds to its limited partners. This represents total distributions of
$46,199,171 or approximately 66% of the limited partners' original invested
capital. Distributions are paid monthly, based primarily on each quarter's cash
flow from operations. Distributions are also affected by periodic increases or
decreases to working capital reserves, as deemed appropriate by the general
partner. The Registrant's disposal activity should produce lower operating
results and, consequently, lower distributions from operations to its partners
in subsequent periods. Sales proceeds distributed to its partners may fluctuate
in subsequent periods, reflecting the level of container disposals.
12
13
RESULTS OF OPERATIONS
1999-1998
During the year, economic reforms in Asia, as well as in Latin America, have
begun to produce gradual improvement in terms of world trade, and there are
preliminary indications that containerized trade volumes from North America and
Europe to Asia, in particular, may be increasing. Intra-Asia trade, which also
had stagnated since the Asia financial crisis began nearly two years ago, has
shown increased activity in recent months. These favorable signs, however, have
yet to produce any significant positive impact on the Registrant's operating
performance.
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.
Net lease revenue is directly related to the size, utilization and per-diem
rental rates of the Registrant's fleet. Net lease revenue for 1999 declined by
approximately 26%, when compared to 1998 and is expected to decline in
subsequent periods as current container leasing market conditions continue.
Gross rental revenue, a component of net lease revenue, decreased from
$8,444,509 in 1998 to $6,728,687 in 1999. This decline was primarily the result
of lower per-diem rates and utilization levels. The Registrant's dry and
refrigerated cargo container average utilization rates decreased from 75% and
81%, respectively, during 1998, to 69% and 67%, respectively, during 1999. Dry
and refrigerated cargo container per-diem rental rates declined 9% and 11%,
respectively, from 1998 levels. The Registrant's average fleet size (as measured
in twenty-foot equivalent units ("TEU")) was 20,863 TEU compared to 21,022 TEU
in 1998.
Rental operating expenses were approximately 31% of rental revenue during
1999 as compared to 26% during 1998. Base management fees, dependent on the
operating performance of the fleet, declined $112,016, or approximately 19%
during 1999 when compared to 1998.
The Registrant disposed of 143 twenty-foot, 71 forty-foot and one forty-foot
high-cube marine dry cargo containers, as well as two twenty-foot and 15
forty-foot refrigerated cargo containers during 1999, as compared to 91
twenty-foot, 48 forty-foot and three forty-foot high-cube marine dry cargo
containers as well as two twenty-foot refrigerated containers during 1998. 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.
1998 - 1997
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.
Net lease revenue is directly related to the size, utilization and per-diem
rental rates of the Registrant's fleet.
Gross rental revenue, a component of net lease revenue, decreased from
$9,252,029 in 1997 to $8,444,509 in 1998. This decline was primarily the result
of lower per-diem rates and utilization levels. The Registrant's dry and
refrigerated cargo container average utilization rates decreased from 79% and
84%, respectively, during 1997, to 75% and 81%, respectively, during 1998. Dry
and refrigerated cargo container per-diem rental rates declined 6% and 1%,
respectively, from 1997 levels. The Registrant's average fleet size (as measured
in twenty-foot equivalent units ("TEU")) was 21,022 TEU compared to 21,147 TEU
in 1997.
Rental operating expenses were approximately 26% of rental revenue during
1998 as compared to 27% during 1997. Base management fees, dependent on the
operating performance of the fleet, declined $62,118, or approximately 10%
during 1998 when compared to 1997.
13
14
The Registrant disposed of 91 twenty-foot, 48 forty-foot and three forty-foot
high-cube marine dry cargo containers, as well as two twenty-foot refrigerated
cargo containers during 1998, as compared to 70 twenty-foot, 35 forty-foot and
one forty-foot refrigerated container during 1997. 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.
THE CRONOS GROUP'S CREDIT FACILITY
In March 1999, the Parent Company agreed to a fourth amendment to a credit
facility (the "Credit Facility"), under which the final maturity date was
extended to September 30, 1999. The balance outstanding on the Credit Facility
was $33,110,000 at December 31, 1998. Under the third amendment to this Credit
Facility, the Parent Company had failed to make principal payments totaling
$33,110,000, when due, on repayment dates in September 1998 and January 1999.
This Credit Facility was refinanced in August 1999, as discussed below.
On August 2, 1999, the Parent Company refinanced approximately $47,800,000 of
its short-term and other indebtedness by establishing a loan facility (the "Loan
Facility") with MeesPierson N.V., a Dutch financial institution, as agent for
itself and First Union National Bank (collectively, the "Lenders"). The borrower
under the Loan Facility was Cronos Finance (Bermuda) Limited ("Cronos Finance"),
a newly-organized, wholly-owned, special purpose subsidiary of the Parent
Company. Cronos Finance borrowed $50,000,000 under the Loan Facility for the
purpose of acquiring containers from three other direct or indirect wholly-owned
subsidiaries (the "Sellers") of the Parent Company and paying certain fees
associated with the establishment of the Loan Facility and the fees of certain
former lenders. The Sellers utilized the cash proceeds from the sale of the
containers to Cronos Finance to repay $47,800,000 in principal due by the
Sellers to eight different creditors or groups of creditors of the Parent
Company, including all indebtedness owed to the Credit Facility.
The Registrant was not a borrower under the Credit Facility or the Loan
Facility, and neither the containers nor the other assets of the Registrant have
been pledged as collateral under the Credit Facility or the Loan Facility.
YEAR 2000
The Registrant relies upon the financial and operational systems provided by
the Leasing Company and its affiliates, as well as the systems provided by other
independent third parties to service the three primary areas of its business:
investor processing/maintenance; container leasing/asset tracking; and
accounting/finance. Neither the Registrant nor the Leasing Company experienced
nor do they currently anticipate any material adverse effects on the
Registrant's business, results of operations or financial condition as a result
of Year 2000 issues involving internal use systems, third party products or any
of their software products. Costs incurred in preparing for Year 2000 issues
were expensed as incurred. Neither the Registrant nor the Leasing Company
anticipate any additional material costs in connection with Year 2000
uncertainties. Pursuant to the Limited Partnership Agreement, CCC or the Leasing
Company, may not seek reimbursement of data processing costs associated with the
Year 2000 program.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
Inapplicable
Item 8. Financial Statements and Supplementary Data
14
15
INDEPENDENT AUDITORS' REPORT
The Partners
IEA Income Fund XII, L.P.
We have audited the accompanying balance sheet of IEA Income Fund XII, L.P. (the
"Partnership") as of December 31, 1999, 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 auditing standards generally accepted
in the United States of America. 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, such financial statements present fairly, in all material
respects, the financial position of the Partnership at December 31, 1999, and
the results of its operations and its cash flows for the year then ended in
conformity with accounting principles generally accepted in the United States of
America.
/s/ Deloitte & Touche LLP
San Francisco, CA
February 25, 2000
15
16
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
The Partners
IEA Income Fund XII, L.P.
We have audited the accompanying balance sheet of IEA Income Fund XII, L.P., as
of December 31, 1998, and the related statements of operations, partners'
capital, and cash flows for each of the two years in the period ended December
31, 1998. 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 XII, L.P., as
of December 31, 1998, and the results of its operations and its cash flows for
each of the two years in the period ended December 31, 1998, in conformity with
generally accepted accounting principles.
/s/ Moore Stephens, P.C.
Certified Public Accountants
New York, New York
March 5, 1999
16
17
IEA INCOME FUND XII, L.P.
BALANCE SHEETS
DECEMBER 31, 1999 AND 1998
1999 1998
------------ ------------
Assets
Current assets:
Cash and cash equivalents, includes $1,111,325 in 1999 and
$2,407,514 in 1998 in interest-bearing accounts (note 3) $ 1,111,425 $ 2,407,614
Net lease receivables due from Leasing Company
(notes 1 and 5) 585,156 656,520
------------ ------------
Total current assets 1,696,581 3,064,134
------------ ------------
Container rental equipment, at cost 61,857,061 62,646,590
Less accumulated depreciation (note 1) 26,191,802 23,010,870
------------ ------------
Net container rental equipment 35,665,259 39,635,720
------------ ------------
Total assets $ 37,361,840 $ 42,699,854
============ ============
Liabilities and Partners' Capital
Current liabilities
Accrued expenses $ 254,500 $ 462,948
------------ ------------
Partners' capital (deficit):
General partner (116,193) (64,897)
Limited partners (note 9) 37,223,533 42,301,803
------------ ------------
Total partners' capital 37,107,340 42,236,906
------------ ------------
Total liabilities and partners' capital $ 37,361,840 $ 42,699,854
============ ============
The accompanying notes are an integral part of these financial statements.
17
18
IEA INCOME FUND XII, L.P.
STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997
1999 1998 1997
----------- ----------- ----------
Net lease revenue (notes 1 and 7) $ 3,777,357 $ 5,116,640 $5,664,267
Other operating expenses:
Depreciation and amortization (notes 1 and 4) 3,646,478 3,673,310 3,839,322
Other general and administrative expenses 126,510 125,755 113,212
----------- ----------- ----------
3,772,988 3,799,065 3,952,534
----------- ----------- ----------
Income from operations 4,369 1,317,575 1,711,733
Other income (expenses):
Interest income 87,391 117,237 91,714
Net gain (loss) on disposal of equipment (64,570) (21,899) 39,601
----------- ----------- ----------
22,821 95,338 131,315
----------- ----------- ----------
Net income $ 27,190 $ 1,412,913 $1,843,048
=========== =========== ==========
Allocation of net income (loss):
General partner $ 186,432 $ 224,656 $ 289,409
Limited partners (159,242) 1,188,257 1,553,639
----------- ----------- ----------
$ 27,190 $ 1,412,913 $1,843,048
=========== =========== ==========
Limited partners' per unit share of net income (loss) $ (0.05) $ 0.34 $ 0.44
=========== =========== ==========
The accompanying notes are an integral part of these financial statements.
18
19
IEA INCOME FUND XII, L.P.
STATEMENTS OF PARTNERS' CAPITAL
FOR THE YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997
Limited General
Partners Partner Total
------------ --------- ------------
Balances at December 31, 1996 $ 50,129,963 $ (25,428) $ 50,104,535
Net income 1,553,639 289,409 1,843,048
Cash distributions (5,504,628) (289,717) (5,794,345)
------------ --------- ------------
Balances at December 31, 1997 46,178,974 (25,736) 46,153,238
Net income 1,188,257 224,656 1,412,913
Cash distributions (5,065,428) (263,817) (5,329,245)
------------ --------- ------------
Balances at December 31, 1998 42,301,803 (64,897) 42,236,906
Net income (loss) (159,242) 186,432 27,190
Cash distributions (4,919,028) (237,728) (5,156,756)
------------ --------- ------------
Balances at December 31, 1999 $ 37,223,533 $(116,193) $ 37,107,340
============ ========= ============
The accompanying notes are an integral part of these financial statements.
19
20
IEA INCOME FUND XII, L.P.
STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997
1999 1998 1997
----------- ----------- -----------
Cash flows from operating activities:
Net income $ 27,190 $ 1,412,913 $ 1,843,048
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization 3,646,478 3,673,310 3,839,322
Net loss (gain) on disposal of equipment 64,570 21,899 (39,601)
Decrease (increase) in net lease
receivables due from Leasing Company (219,778) 280,760 241,277
----------- ----------- -----------
Total adjustments 3,491,270 3,975,969 4,040,998
----------- ----------- -----------
Net cash provided by operating activities 3,518,460 5,388,882 5,884,046
----------- ----------- -----------
Cash flows provided by (used in) investing activities:
Proceeds from sale of container rental equipment 551,416 464,588 218,256
Purchases of container rental equipment (199,342) -- (427,452)
Acquisition fees paid to general partner (9,967) -- (259,755)
----------- ----------- -----------
Net cash provided by (used in) investing
activities 342,107 464,588 (468,951)
----------- ----------- -----------
Cash flows used in financing activities
Distributions to partners (5,156,756) (5,329,245) (5,794,345)
----------- ----------- -----------
Net increase (decrease) in cash and cash equivalents (1,296,189) 524,225 (379,250)
Cash and cash equivalents at beginning of year 2,407,614 1,883,389 2,262,639
----------- ----------- -----------
Cash and cash equivalents at end of year $ 1,111,425 $ 2,407,614 $ 1,883,389
=========== =========== ===========
The accompanying notes are an integral part of these financial statements.
20
21
IEA INCOME FUND XII, L.P.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1999, 1998 AND 1997
(1) Summary of Significant Accounting Policies
(a) Nature of Operations
IEA Income Fund XII, L.P. (the "Partnership") is a limited partnership
organized under the laws of the State of California on August 28, 1991
for the purpose of owning and leasing marine cargo containers worldwide
to ocean carriers. To this extent, the Partnership's operations are
subject to the fluctuations of world economic and political conditions.
Such factors may affect the pattern and levels of world trade. 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 Partnership's leases generally
require all payments to be made in United States currency.
Cronos Capital Corp. ("CCC") is the general partner and, with its
affiliate Cronos Containers Limited (the "Leasing Company"), manages
the business of the partnership. CCC and the Leasing Company also
manage the container leasing business for other partnerships affiliated
with the general partner. The Partnership shall continue until December
31, 2011, unless sooner terminated upon the occurrence of certain
events.
The Partnership commenced operations on January 31, 1992, when the
minimum subscription proceeds of $2,000,000 were obtained. The
Partnership offered 3,750,000 units of limited partnership interest at
$20 per unit, or $75,000,000. The offering terminated on November 30,
1992, at which time 3,513,594 limited partnership units had been sold.
(b) Leasing Company and Leasing Agent Agreement
The Partnership 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 and the Leasing Company. 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, and 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.
21
22
IEA INCOME FUND XII, L.P.
NOTES TO FINANCIAL STATEMENTS
(c) Concentrations of Credit Risk
The Partnership's financial instruments that are exposed to
concentrations of credit risk consist primarily of cash, cash
equivalents and net lease receivables due from the Leasing Company. See
note 3 for further discussion regarding the credit risk associated with
cash and cash equivalents.
Net lease receivables due from the Leasing Company (see notes 1(b) and
5 for discussion regarding net lease receivables) subject the
Partnership to a significant concentration of credit risk. These net
lease receivables, representing rentals collected from ocean carriers
after deducting direct operating expenses and management fees to CCC
and the Leasing Company, are remitted by the Leasing Company to the
Partnership three to four times per month. The Partnership has
historically never incurred a loss associated with the collectability
of unremitted net lease receivables due from the Leasing Company.
(d) 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 financial statements are prepared in conformity with accounting
principles generally accepted in the United States (GAAP), which
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.
(e) Allocation of Net Income and Partnership Distributions
Net income have been allocated between general and limited partners in
accordance with the Partnership Agreement.
Actual cash distributions differ from the allocations of net income
between the general and limited partners as presented in these
financial statements. Partnership distributions are paid to its
partners (general and limited) from distributable cash from operations,
allocated 95% to the limited partners and 5% to the general partner.
Distributions of sales proceeds are allocated 99% to the limited
partners and 1% to the general partner. The 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 85% to the limited partners and 15% to
the general partner. Cash distributions for the first 10% are charged
to partners' capital. Cash distributions from operations to the general
partner in excess of 5% of distributable cash will be considered an
incentive fee and will be recorded as compensation to the general
partner.
(f) Acquisition Fees
Pursuant to 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 two or more installments commencing in the year of purchase.
22
23
IEA INCOME FUND XII, L.P.
NOTES TO FINANCIAL STATEMENTS
(g) Container Rental Equipment
In accordance with SFAS No. 121, "Accounting for the Impairment of
Long-Lived Assets and for Long-Lived Assets to Be Disposed Of",
container rental equipment is considered to be impaired if the carrying
value of the asset exceeds the expected future cash flows from related
operations (undiscounted and without interest charges). If impairment
is deemed to exist, the assets are written down to fair value.
Depreciation policies are also evaluated to determine whether
subsequent events and circumstances warrant revised estimates of useful
lives. There were no reductions to the carrying value of container
rental equipment during 1999, 1998, and 1997.
Container rental equipment is depreciated over a twelve-year life on a
straight line basis to its salvage value, estimated to be 30%.
(h) Income Taxes
The Partnership is not subject to income taxes, consequently no
provision for income taxes has been made. The Partnership files federal
and state annual information tax returns, prepared on the accrual basis
of accounting. Taxable income or loss is reportable by the partners
individually.
(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) Operating Segment
The Financial Accounting Standards Board has issued SFAS No. 131,
"Disclosures about Segments of an Enterprise and Related Information",
which changes the way public business enterprises report financial and
descriptive information about reportable operating segments. An operating
segment is a component of an enterprise that engages in business activities
from which it may earn revenues and incur expenses, whose operating results
are regularly reviewed by the enterprise's chief operating decision maker
to make decisions about resources to be allocated to the segment and assess
its performance, and about which separate financial information is
available. Management operates the Partnership's container fleet as a
homogenous unit and has determined, after considering the requirements of
SFAS No. 131, that as such it has a single reportable operating segment.
The Partnership derives revenues from dry cargo containers and refrigerated
containers. As of December 31, 1999, the Partnership owned 9,231
twenty-foot, 5,170 forty-foot and 205 forty-foot high-cube marine dry cargo
containers, as well as 195 twenty-foot and 290 forty-foot marine
refrigerated cargo containers. A summary of gross lease revenue, by
product, for the years ended December 31, 1999, 1998 and 1997 follows:
1999 1998 1997
---------- ---------- ----------
Dry cargo containers $5,528,632 $6,879,785 $7,491,452
Refrigerated containers 1,200,055 1,564,724 1,760,577
---------- ---------- ----------
Total $6,728,687 $8,444,509 $9,252,029
========== ========== ==========
Due to the Partnership's lack of information regarding the physical
location of its fleet of containers when on lease in the global shipping
trade, it is impracticable to provide the geographic area information
required by SFAS No. 131.
No single sub-lessee of the Leasing Company contributed more than 10% of
the Partnership's rental revenue earned during 1999, 1998 and 1997.
23
24
IEA INCOME FUND XII, L.P.
NOTES TO FINANCIAL STATEMENTS
(3) Cash and Cash Equivalents
Cash equivalents include highly-liquid investments with a maturity of three
months or less on their acquisition date. 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 with any one
commercial issuer.
(4) Organization Costs
The Partnership incurred $1,205,690 in offering and organizational costs
during its offering period. Such costs were fully amortized in 1997.
(5) 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, 1999 and
1998 were as follows:
December 31, December 31,
1999 1998
---------- ----------
Gross lease receivables $1,676,207 $1,900,462
Less:
Direct operating payables and accrued expenses 432,023 491,270
Damage protection reserve (note 6) 189,163 237,855
Base management fees payable 271,648 271,288
Reimbursed administrative expenses 33,911 33,894
Allowance for doubtful accounts 164,306 209,635
---------- ----------
Net lease receivables $ 585,156 $ 656,520
========== ==========
(6) 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. An accrual has been
recorded to provide for the estimated costs incurred by this service. This
accrual is a component of net lease receivables due from the Leasing
Company (see note 5). 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.
24
25
IEA INCOME FUND XII, L.P.
NOTES TO FINANCIAL STATEMENTS
(7) Net Lease Revenue
Net lease revenue is determined by deducting direct operating expenses,
base management fees and reimbursed administrative expenses to CCC and its
affiliates 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, 1999, 1998
and 1997, was as follows:
1999 1998 1997
---------- ---------- ----------
Rental revenue $6,728,687 $8,444,509 $9,252,029
Less:
Rental equipment operating expenses 2,091,307 2,232,145 2,474,661
Base management fees (note 8) 463,879 575,895 638,013
Reimbursed administrative expenses (note 8):
Salaries 207,397 247,609 219,121
Other payroll related expenses 35,387 42,791 40,374
General and administrative expenses 153,360 229,429 215,593
---------- ---------- ----------
$3,777,357 $5,116,640 $5,664,267
========== ========== ==========
(8) Compensation to General Partner and its Affiliates
Base management fees are equal to 7% of gross lease revenues attributable
to operating leases pursuant to the Partnership Agreement. Reimbursed
administrative expenses are equal to the costs expended by CCC and its
affiliates for services necessary for the prudent operation of the
Partnership pursuant to the Partnership Agreement. The following
compensation was paid or will be paid by the Partnership to CCC or its
affiliates:
1999 1998 1997
---------- ---------- ----------
Base management fees $ 463,879 $ 575,895 $ 638,013
Reimbursed administrative expenses 396,144 519,829 475,088
Acquisition fees -- -- 21,373
---------- ---------- ----------
$ 860,023 $1,095,724 $1,134,474
========== ========== ==========
(9) Limited Partners' Capital
The limited partners' per unit share of capital at December 31, 1999, 1998
and 1997 was $11, $12 and $13, respectively. This is calculated by dividing
the limited partners' capital at the end of the year by 3,513,594, the
total number of limited partnership units.
25
26
IEA INCOME FUND XII, L.P.
NOTES TO FINANCIAL STATEMENTS
(10) The Cronos Group
In March 1999, the Parent Company agreed to a fourth amendment to a
credit facility (the "Credit Facility"), under which the final maturity
date was extended to September 30, 1999. The balance outstanding on the
Credit Facility was $33,110,000 at December 31, 1998. Under the third
amendment to this Credit Facility, the Parent Company had failed to make
principal payments totaling $33,110,000, when due, on repayment dates in
September 1998 and January 1999. This Credit Facility was refinanced in
August 1999, as discussed below.
On August 2, 1999, the Parent Company refinanced approximately
$47,800,000 of its short-term and other indebtedness by establishing a loan
facility (the "Loan Facility") with MeesPierson N.V., a Dutch financial
institution, as agent for itself and First Union National Bank
(collectively, the "Lenders"). The borrower under the Loan Facility was
Cronos Finance (Bermuda) Limited ("Cronos Finance"), a newly-organized,
wholly-owned, special purpose subsidiary of the Parent Company. Cronos
Finance borrowed $50,000,000 under the Loan Facility for the purpose of
acquiring containers from three other direct or indirect wholly-owned
subsidiaries (the "Sellers") of the Parent Company and paying certain fees
associated with the establishment of the Loan Facility and the fees of
certain former lenders. The Sellers utilized the cash proceeds from the
sale of the containers to Cronos Finance to repay $47,800,000 in principal
due by the Sellers to eight different creditors or groups of creditors of
the Parent Company, including all indebtedness owed to the Credit Facility.
The Registrant was not a borrower under the Credit Facility or the Loan
Facility, and neither the containers nor the other assets of the Registrant
have been pledged as collateral under Credit Facility or the Loan Facility.
************************
26
27
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure
Inapplicable.
27
28
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 March 30, 2000, are as
follows:
Name Office
---- ------
Dennis J. Tietz President, Chief Executive Officer, and Director
Peter J. Younger Treasurer, Principal Accounting Officer, and Director
Elinor A. Wexler Vice President/Administration and Secretary, and Director
John P. McDonald Vice President/Sales, and Director
John M. Foy Director
DENNIS J. TIETZ Mr. Tietz, 47, as President and Chief Executive Officer, is
responsible for the general management of CCC. Mr. Tietz was appointed Chief
Executive Officer of The Cronos Group, indirect corporate parent of CCC, in
December 1998 and elected Chairman of the Board in March 1999. Mr. Tietz is also
President and a director of Cronos Securities Corp. From 1986 until August 1992,
Mr. Tietz was responsible for the organization, marketing and after-market
support of CCC's investment programs. 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.
PETER J. YOUNGER Mr. Younger, 43, was elected Treasurer and Principal
Accounting Officer in 1998. Mr. Younger joined the Board of Directors of CCC in
June 1997. See key management personnel of the Leasing Company for further
information.
ELINOR A. WEXLER Ms. Wexler, 51, was elected Vice President -
Administration and Secretary of CCC in August 1992. Ms. Wexler joined the Board
of Directors of CCC in June 1997. 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 P. MCDONALD Mr. McDonald, 39, was elected Vice President - National
Sales Manager of CCC in August 1992, with responsibility for marketing CCC's
investment programs. Mr. McDonald joined the Board of Directors of CCC in
October 1997. 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.
JOHN M. FOY Mr. Foy, 54, was elected to the Board of Directors of CCC in
April 1999. See key management personnel of the Leasing Company for further
information.
28
29
PART III
The key management personnel of the Leasing Company at March 30, 2000, were
as follows:
Name Title
---- -----
Peter J. Younger Vice President/Chief Financial Officer
John M. Foy Vice President/Americas
Nico Sciacovelli Vice President/Europe, Middle East and Africa
John C. Kirby Vice President/Operations
PETER J. YOUNGER Mr. Younger, 43, was elected to the Board of Directors
of The Cronos Group on January 13, 2000. Mr. Younger will serve as a director
until the annual meeting in 2001 and his successor is elected. Mr. Younger was
appointed as Executive Vice President of The Cronos Group in April 1999 and its
Chief Financial Officer in March 1997. From 1991 to 1997, Mr. Younger served as
Vice President of Finance for the Leasing Company, located in the UK. From 1987
to 1991 Mr. Younger served as Vice President and Controller for CCC 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, Salem, Oregon.
JOHN M. FOY Mr. Foy, 54, 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, 50, was elected Vice President - Europe,
Middle East and Africa in June 1997. 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.
JOHN C. KIRBY Mr. Kirby, 46, 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.
29
30
Item 11. Executive Compensation
Beginning with the second quarter of 1992, the Registrant commenced monthly
distributions to its partners (general and limited) from distributable cash from
operations, allocated 95% to the limited partners and 5% to the general partner.
Sales proceeds are allocated 99% to the limited partners and 1% to the general
partner. The allocations will remain in effect until such time as the limited
partners have received from the Registrant 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 85% to the limited partners and 15%
to the general partner.
The Registrant will not pay or reimburse CCC or the Leasing Company for any
remuneration payable by them to their executive officers, directors or any other
controlling persons. However, the Registrant will reimburse the general partner
and the Leasing Company for certain services pursuant to 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 or the Leasing Company ("CCL") for the year ended December 31,
1999.
Cash Fees and
Name Description Distributions
---- ----------- -------------
1) Base management fees - equal to 7% of gross
lease revenues attributable to operating leases
pursuant to Section 4.3 of the Limited
CCL Partnership Agreement $ 493,464
2) Reimbursed administrative expenses - equal to
the costs expended by CCC and its affiliates for
services necessary to the prudent operation of
the Registrant pursuant to Section 4.4 of
CCC the Limited Partnership Agreement $ 22,188
CCL $ 373,939
3) Interest in Fund - percentage of distributable
cash for any quarter prior to receipt of the
incentive management fee, pursuant to Section
4.5 of the Limited Partnership Agreement
CCC $ 237,728
30
31
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. CCC owns
1,455 units, representing 0.04% of the total amount of units outstanding.
(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 1999 were limited to those fees paid or amounts committed to be
paid (on an annual basis) to CCC, the general partner, and its affiliates. See
Item 11, "Executive Compensation," herein.
(b) Certain Business Relationships
Inapplicable.
(c) Indebtedness of Management
Inapplicable.
(d) Transactions with Promoters
Inapplicable.
31
32
PART IV
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K
Page
----
(a)1. Financial Statements
Independent Auditors' Report............................................................15
Report of Independent Public Accountants................................................16
The following financial statements of the Registrant are included in Part II, Item 8:
Balance Sheets -as of December 31, 1999 and 1998........................................17
Statements of Operations - for the years ended December 31, 1999, 1998 and 1997.........18
Statements of Partners' Capital - for the years ended December 31, 1999, 1998 and 1997..19
Statements of Cash Flows - for the years ended December 31, 1999, 1998 and 1997.........20
Notes to Financial Statements...........................................................21
All schedules are omitted as the information is not required or the
information is included in the financial statements or notes thereto.
32
33
(a)3. Exhibits
Exhibit
No. Description Method of Filing
--- ----------- ----------------
3(a) Limited Partnership Agreement of the Registrant, *
amended and restated as of December 2, 1991
3(b) Certificate of Limited Partnership of the **
Registrant
10 Form of Leasing Agent Agreement with Cronos ***
Containers Limited
27 Financial Data Schedule Filed with this
document
(b) Reports on Form 8-K
No reports on Form 8-K were filed by the Registrant during the quarter
ended December 31, 1999.
- ----------
* Incorporated by reference to Exhibit "A" to the Prospectus of the
Registrant dated December 2, 1991, included as part of Registration
Statement on Form S-1 (No. 33-42697)
** Incorporated by reference to Exhibit 3.2 to the Registration Statement
on Form S-1 (No. 33-42697)
*** Incorporated by reference to Exhibit 10.2 to the Registration Statement
on Form S-1 (No. 33-42697)
33
34
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 XII, L.P.
By Cronos Capital Corp.
The General Partner
By /s/ Dennis J. Tietz
---------------------------------
Dennis J. Tietz
President and Director of Cronos
Capital Corp. ("CCC") Principal
Executive Officer of CCC
Date: March 30, 2000
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 managing general partner of the Registrant, in the capacities
and on the dates indicated:
Signature Title Date
--------- ----- ----
/s/ Dennis J. Tietz President and Director of
- ------------------------------- Cronos Capital Corp. March 30, 2000
Dennis J. Tietz ("CCC") (Principal Executive
Officer of CCC)
/s/ Peter J. Younger Treasurer and Director of
- ------------------------------- Cronos Capital Corp. ("CCC")
Peter J. Younger (Principal Financial and Accounting March 30, 2000
Officer of CCC)
/s/ John P. McDonald National Sales Manager
- ------------------------------- and Director of March 30, 2000
John P. McDonald Cronos Capital Corp.
SUPPLEMENTAL INFORMATION
The Registrant's annual report will be furnished to its limited partners on
or about April 30, 2000. 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.
35
EXHIBIT INDEX
Exhibit
No. Description Method of Filing
--- ----------- ----------------
3(a) Limited Partnership Agreement of the Registrant, *
amended and restated as of December 2, 1991
3(b) Certificate of Limited Partnership of the **
Registrant
10 Form of Leasing Agent Agreement with Cronos ***
Containers Limited
27 Financial Data Schedule Filed with this document
- ------------
* Incorporated by reference to Exhibit "A" to the Prospectus of the
Registrant dated December 2, 1991, included as part of Registration
Statement on Form S-1 (No. 33-42697)
** Incorporated by reference to Exhibit 3.2 to the Registration Statement
on Form S-1 (No. 33-42697)
*** Incorporated by reference to Exhibit 10.2 to the Registration Statement
on Form S-1 (No. 33-42697)