SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
| | |
þ | | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2001 |
|
|
|
|
| | |
|
|
|
|
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 0-23158
CRONOS GLOBAL INCOME FUND XIV, L.P.
(Exact name of registrant as specified in its charter)
| | |
California | | 94-3163375 |
|
|
|
|
(State or other jurisdiction of incorporation or organization) | | (I.R.S. Employer Identification No.) |
| | |
One Front 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 ü . No .
TABLE OF CONTENTS
CRONOS GLOBAL INCOME FUND XIV, L.P.
Report on Form 10-Q for the Quarterly Period
Ended September 30, 2001
TABLE OF CONTENTS
| | | | |
| | | | PAGE |
PART I — FINANCIAL INFORMATION | | |
|
|
|
|
| | | | |
|
|
|
|
Item 1. | | Financial Statements | | |
|
|
|
|
| | | | |
|
|
|
|
| | Balance Sheets — September 30, 2001 and December 31, 2000 (unaudited) | | 4 |
|
|
|
|
| | | | |
|
|
|
|
| | Statements of Operations for the three and nine months ended September 30, 2001 and 2000 (unaudited) | | 5 |
|
|
|
|
| | | | |
|
|
|
|
| | Statements of Cash Flows for the nine months ended September 30, 2001 and 2000 (unaudited) | | 6 |
|
|
|
|
| | | | |
|
|
|
|
| | Notes to Financial Statements (unaudited) | | 7 |
|
|
|
|
| | | | |
|
|
|
|
Item 2. | | Management’s Discussion and Analysis of Financial Condition and Results of Operations | | 12 |
|
|
|
|
| | | | |
|
|
|
|
Item 3. | | Quantitative and Qualitative Disclosures About Market Risk | | 15 |
|
|
|
|
| | | | |
|
|
|
|
PART II — OTHER INFORMATION | | |
|
|
|
|
| | | | |
|
|
|
|
Item 6. | | Exhibits and Reports on Form 8-K | | 16 |
2
PART I — FINANCIAL INFORMATION
| | |
Item 1. | | Financial Statements |
|
|
|
|
| | Presented herein are the Registrant’s balance sheets as of September 30, 2001 and December 31, 2000, statements of operations for the three and nine months ended September 30, 2001 and 2000, and statements of cash flows for the nine months ended September 30, 2001 and 2000. |
3
CRONOS GLOBAL INCOME FUND XIV, L.P.
Balance Sheets
(Unaudited)
| | | | | | | | | | | | |
| | | | | | September 30, | | December 31, |
| | | | | | 2001 | | 2000 |
| | | | | |
| |
|
| | | | Assets | | | | | | | | |
|
|
|
|
Current assets: | | | | | | | | |
|
|
|
|
| Cash and cash equivalents, includes $1,512,208 at September 30, 2001 and $1,523,270 at December 31, 2000 in interest-bearing accounts | | $ | 1,527,208 | | | $ | 1,706,333 | |
|
|
|
|
| Net lease receivables due from Leasing Company (notes 1 and 2) | | | 443,716 | | | | 612,985 | |
| | |
| | | |
| |
| | | Total current assets | | | 1,970,924 | | | | 2,319,318 | |
| | |
| | | |
| |
| | | | | | | | |
|
|
|
|
Container rental equipment, at cost | | | 48,131,098 | | | | 52,085,963 | |
|
|
|
|
| Less accumulated depreciation | | | 23,146,131 | | | | 22,098,525 | |
| | |
| | | |
| |
| | Net container rental equipment | | | 24,984,967 | | | | 29,987,438 | |
| | |
| | | |
| |
| | | Total assets | | $ | 26,955,891 | | | $ | 32,306,756 | |
| | |
| | | |
| |
| | | | | | | | |
|
|
|
|
| | | | Partners’ Capital | | | | | | | | |
|
|
|
|
| | | | | | | | |
|
|
|
|
Partners’ capital (deficit): | | | | | | | | |
|
|
|
|
| General partner | | $ | (122,434 | ) | | $ | (68,926 | ) |
|
|
|
|
| Limited partners | | | 27,078,325 | | | | 32,375,682 | |
| | |
| | | |
| |
| | | | | | | | |
|
|
|
|
| | | Total partners’ capital | | $ | 26,955,891 | | | $ | 32,306,756 | |
| | |
| | | |
| |
The accompanying notes are an integral part of these financial statements.
4
CRONOS GLOBAL INCOME FUND XIV, L.P.
Statements of Operations
(Unaudited)
| | | | | | | | | | | | | | | | | | |
| | | | Three Months Ended | | Nine Months Ended |
| | | |
| |
|
| | | | September 30, | | September 30, | | September 30, | | September 30, |
| | | | 2001 | | 2000 | | 2001 | | 2000 |
| | | |
| |
| |
| |
|
Net lease revenue (notes 1 and 3) | | $ | 698,985 | | | $ | 1,030,199 | | | $ | 2,460,197 | | | $ | 3,192,578 | |
|
|
|
|
| | | | | | | | | | | | | | | | |
|
|
|
|
Other operating expenses: | | | | | | | | | | | | | | | | |
|
|
|
|
| Depreciation | | | 735,684 | | | | 773,547 | | | | 2,269,256 | | | | 2,315,045 | |
|
|
|
|
| Other general and administrative expenses | | | 33,528 | | | | 25,916 | | | | 131,994 | | | | 80,371 | |
| | |
| | | |
| | | |
| | | |
| |
| | | 769,212 | | | | 799,463 | | | | 2,401,250 | | | | 2,395,416 | |
| | |
| | | |
| | | |
| | | |
| |
| | Income (loss) from operations | | | (70,227 | ) | | | 230,736 | | | | 58,947 | | | | 797,162 | |
|
|
|
|
| | | | | | | | | | | | | | | | |
|
|
|
|
Other income (loss): | | | | | | | | | | | | | | | | |
|
|
|
|
| Interest income | | | 10,216 | | | | 19,338 | | | | 44,925 | | | | 50,817 | |
|
|
|
|
| Net loss on disposal of equipment | | | (89,420 | ) | | | 35,729 | | | | (160,511 | ) | | | (132,039 | ) |
|
|
|
|
| Impairment losses | | | — | | | | — | | | | (2,400,085 | ) | | | — | |
| | |
| | | |
| | | |
| | | |
| |
| | | (79,204 | ) | | | 55,067 | | | | (2,515,671 | ) | | | (81,222 | ) |
| | |
| | | |
| | | |
| | | |
| |
| | Net income (loss) | | $ | (149,431 | ) | | $ | 285,803 | | | $ | (2,456,724 | ) | | $ | 715,940 | |
| | |
| | | |
| | | |
| | | |
| |
| | | | | | | | | | | | | | | | |
|
|
|
|
Allocation of net income (loss): | | | | | | | | | | | | | | | | |
|
|
|
|
| General partner | | $ | 27,824 | | | $ | 42,125 | | | $ | 80,145 | | | $ | 126,531 | |
|
|
|
|
| Limited partners | | | (177,255 | ) | | | 243,678 | | | | (2,536,869 | ) | | | 589,409 | |
| | |
| | | |
| | | |
| | | |
| |
| | $ | (149,431 | ) | | $ | 285,803 | | | $ | (2,456,724 | ) | | $ | 715,940 | |
| | |
| | | |
| | | |
| | | |
| |
| | | | | | | | | | | | | | | | |
|
|
|
|
Limited partners’ per unit share of net income (loss) | | $ | (0.06 | ) | | $ | 0.08 | | | $ | (0.85 | ) | | $ | 0.20 | |
| | |
| | | |
| | | |
| | | |
| |
The accompanying notes are an integral part of these financial statements.
5
CRONOS GLOBAL INCOME FUND XIV, L.P.
Statements of Cash Flows
(Unaudited)
| | | | | | | | | |
| | | Nine Months Ended |
| | |
|
| | | September 30, | | September 30, |
| | | 2001 | | 2000 |
| | |
| |
|
Net cash provided by operating activities | | $ | 2,464,178 | | | $ | 3,626,852 | |
|
|
|
|
| | | | | | | | |
|
|
|
|
Cash provided by investing activities: | | | | | | | | |
|
|
|
|
| Proceeds from disposal of equipment | | | 250,838 | | | | 340,614 | |
|
|
|
|
| | | | | | | | |
|
|
|
|
Cash used in financing activities: | | | | | | | | |
|
|
|
|
| Distribution to partners | | | (2,894,141 | ) | | | (3,059,671 | ) |
| | |
| | | |
| |
| | | | | | | | |
|
|
|
|
Net (decrease) increase in cash and cash equivalents | | | (179,125 | ) | | | 907,795 | |
|
|
|
|
| | | | | | | | |
|
|
|
|
Cash and cash equivalents at January 1 | | | 1,706,333 | | | | 1,019,220 | |
| | |
| | | |
| |
| | | | | | | | |
|
|
|
|
Cash and cash equivalents at September 30 | | $ | 1,527,208 | | | $ | 1,927,015 | |
| | |
| | | |
| |
The accompanying notes are an integral part of these financial statements.
6
CRONOS GLOBAL INCOME FUND XIV, L.P.
Notes to Unaudited Financial Statements
(1) | | Summary of Significant Accounting Policies |
| (a) | | Nature of Operations |
|
| | | Cronos Global Income Fund XIV, L.P. (the “Partnership”) is a limited partnership organized under the laws of the State of California on July 30, 1992, 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, 2012, unless sooner terminated upon the occurrence of certain events. |
|
| | | The Partnership commenced operations on January 29, 1993 when the minimum subscription proceeds of $2,000,000 were obtained. The Partnership offered 4,250,000 units of limited partnership interests at $20 per unit, or $85,000,000. The offering terminated on November 30, 1993, at which time 2,984,309 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. |
(Continued)
7
CRONOS GLOBAL INCOME FUND XIV, 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) | | Depreciation of Rental Equipment |
|
| | | Effective June 1, 2001, the estimated depreciable life has been changed from a twelve-year life to a fifteen-year life and the estimated salvage value has been changed from 30% to 10% of the original equipment cost. The effect of these changes is an increase to depreciation expense of approximately $38,000 from June 1 to September 30, 2001. |
|
| (e) | | Container Equipment |
|
| | | In June 2001, the Partnership recorded impairment charges relating to refrigerated container equipment which reduced net income by $2,400,085 or $0.80 per limited partnership unit. |
|
| | | In the second quarter of 2001, the Leasing Company undertook a review of the Partnership’s refrigerated container equipment. The purpose of the review was to consider recent changes in the marketplace and economic environment and to identify the consequences, if any, from an accounting perspective. The Leasing Company identified a number of issues that have had an impact on the carrying value of certain equipment at June 30, 2001. |
| i. | In 1992, the Montreal Protocol outlawed the production of the R12 refrigerant gas by developed countries. Since that date, shipping lines and leasing companies have operated fleets including refrigerated container equipment with the R12 refrigerant gas (the “R12 Containers”). However, the environmental impact of refrigerant gases has become increasingly prominent. On January 1, 2001, it became illegal for R12 to be handled, other than for disposal, in almost all countries that are members of the European Union. |
|
| ii. | Several of the major shipping lines that lease from the Leasing Company, as well as other leasing companies, have committed to eliminating R12 Containers from their fleets in 2001. Inventories consisting of R12 Containers will continue to increase as shipping lines redeliver the containers from existing leases. |
|
| iii. | During 2000, the Leasing Company completed a number of term leases for R12 Containers. However, over the course of 2001, the factors outlined above, together with the deteriorating economic environment, have resulted in a very slow leasing market for R12 Containers. In addition, it is probable that residual prices for R12 Containers will decrease as R12 containers are redelivered from existing leases. |
| | | The Leasing Company has considered the impact of these factors in June 2001 and decided to change the current marketing strategy for R12 Containers. The Leasing Company concluded that effective July 1, 2001, inventories of R12 Containers would be targeted for immediate sale. The Leasing Company also conducted a review of R12 Containers that were on lease at June 30, 2001. |
(Continued)
8
CRONOS GLOBAL INCOME FUND XIV, L.P.
Notes to Unaudited Financial Statements
| (e) | | Container Equipment (continued) |
|
| | | Assets to be disposed of:In June 2001 the Leasing Company committed to a plan to dispose of 81 R12 Containers with a carrying value of $1,029,674. It was concluded that the carrying value of these R12 containers exceeded fair value and accordingly, an impairment charge of $811,424 was recorded to operations under impairment losses. It is expected that these R12 Containers will be will be disposed of over the next several quarters. During the nine-month period ended September 30, 2001, the Partnership sold one refrigerated container which was targeted for sale as of June 30, 2001. The Partnership recognized a gain of $1,186 on this container. |
|
| | | Assets to be held and used:The Leasing Company conducted a review of 210 R12 Containers with a carrying value of $2,529,995 that were on lease at June 30, 2001. It was concluded that the carrying value of these R12 Containers exceeded the future cash flows expected to result from the use of these containers and their eventual disposition, and therefore was not recoverable. Accordingly, a charge of $1,588,661 was recorded to operations under impairment losses. Fair value was determined by discounting future expected cash flows. |
|
| (f) | | 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 accounting principles generally accepted in the United States of America (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 period presented. The results of operations for such interim periods are not necessarily indicative of the results to be expected for the full year. |
(Continued)
9
CRONOS GLOBAL INCOME FUND XIV, L.P.
Notes to Unaudited Financial Statements
(2) | | Net Lease Receivables Due from Leasing Company |
|
| | Net lease receivables due from the Leasing Company are determined by deducting direct operating payables and accrued expenses, base management fees payable, and reimbursed administrative expenses payable to CCC and its affiliates from the rental billings earned by the Leasing Company under operating leases to ocean carriers for the containers owned by the Partnership. Net lease receivables at September 30, 2001 and December 31, 2000 were as follows: |
| | | | | | | | |
| | September 30, | | December 31, |
| | 2001 | | 2000 |
| |
| |
|
Gross lease receivables | | $ | 1,209,453 | | | $ | 1,438,796 | |
|
|
|
|
Less: | | | | | | | | |
|
|
|
|
Direct operating payables and accrued expenses | | | 468,463 | | | | 358,870 | |
|
|
|
|
Damage protection reserve | | | 43,452 | | | | 93,440 | |
|
|
|
|
Base management fees payable | | | 117,064 | | | | 169,923 | |
|
|
|
|
Reimbursed administrative expenses | | | 34,166 | | | | 75,348 | |
|
|
|
|
Allowance for doubtful accounts | | | 102,592 | | | | 128,230 | |
| | |
| | | |
| |
Net lease receivables | | $ | 443,716 | | | $ | 612,985 | |
| | |
| | | |
| |
(3) | | 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 earned 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, 2001 and 2000 were as follows: |
| | | | | | | | | | | | | | | | |
| | Three Months Ended | | Nine Months Ended |
| |
| |
|
| | September 30, | | September 30, | | September 30, | | September 30, |
| | 2001 | | 2000 | | 2001 | | 2000 |
| |
| |
| |
| |
|
Rental revenue (note 4) | | $ | 1,333,415 | | | $ | 1,643,032 | | | $ | 4,167,855 | | | $ | 5,060,555 | |
|
|
|
|
Less: | | | | | | | | | | | | | | | | |
|
|
|
|
Rental equipment operating expenses | | | 473,427 | | | | 445,865 | | | | 1,206,783 | | | | 1,247,765 | |
|
|
|
|
Base management fees | | | 91,081 | | | | 111,883 | | | | 286,363 | | | | 345,774 | |
|
|
|
|
Reimbursed administrative expenses | | | 69,922 | | | | 55,085 | | | | 214,512 | | | | 274,438 | |
| | |
| | | |
| | | |
| | | |
| |
| | $ | 698,985 | | | $ | 1,030,199 | | | $ | 2,460,197 | | | $ | 3,192,578 | |
| | |
| | | |
| | | |
| | | |
| |
(Continued)
10
CRONOS GLOBAL INCOME FUND XIV, L.P.
Notes to Unaudited Financial Statements
(4) | | 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 its revenues from leasing marine cargo containers. As of September 30, 2001, the Partnership operated 8,196 twenty-foot, 3,447 forty-foot and 212 forty-foot high-cube marine dry cargo containers, as well as 501 twenty-foot and 278 forty-foot marine refrigerated cargo containers. A summary of gross lease revenue, by product, for the three and nine-month periods ended September 30, 2001 and 2000 follows: |
| | | | | | | | | | | | | | | | |
| | Three Months Ended | | Nine Months Ended |
| |
| |
|
| | September 30, | | September 30, | | September 30, | | September 30, |
| | 2001 | | 2000 | | 2001 | | 2000 |
| |
| |
| |
| |
|
Dry cargo containers | | $ | 872,153 | | | $ | 1,102,047 | | | $ | 2,754,911 | | | $ | 3,354,350 | |
|
|
|
|
Refrigerated containers | | | 461,262 | | | | 540,985 | | | | 1,412,944 | | | | 1,706,205 | |
| | |
| | | |
| | | |
| | | |
| |
Total | | $ | 1,333,415 | | | $ | 1,643,032 | | | $ | 4,167,855 | | | $ | 5,060,555 | |
| | |
| | | |
| | | |
| | | |
| |
| | 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. |
|
(5) | | New Accounting Pronouncements |
|
| | In August 2001, the Financial Accounting Standards Board issued SFAS No. 143, “Accounting for Asset Retirement Obligations”, which is effective for all fiscal years beginning after June 15, 2002. This standard requires a company to record the fair value of a liability for an asset retirement obligation in the period in which it is incurred, and a corresponding increase in the carrying value of the related long-lived asset. During October 2001, the Financial Accounting Standards Board issued SFAS No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets”, which is effective for all fiscal years beginning after December 15, 2001. SFAS No. 144 supersedes SFAS No. 121, but retains its fundamental provisions relating to the recognition and measurement of the impairment of long-lived assets to be held and used, and the measurement of long lived assets to be disposed of by sale. The Registrant has not yet determined the effect of adoption of either SFAS 143 or SFAS 144 on its financial position and results of operations. |
******
11
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.
General
The registrant 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 Registrant. Pursuant to the Agreement, the Leasing Company is responsible for leasing, managing and re-leasing the Registrant’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 Registrant, 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.
The demand for dry cargo containers has continued to be adversely affected by the slowdown in the global economy and the resulting excess supply of containers. The terrorist attacks of September 11, 2001 resulted in further disruptions of global business activities and raised further questions as to the short-term direction of the global economy. Transpacific trade, a large proportion of which consists of technology-related goods, has been largely affected by the slowdown of the US economy. For the first time in many years, the aggregate GDP growth rates of the United States, Europe, and Japan have decelerated, contributing to lower utilization rates and higher container inventories throughout the world. Container imbalances for all trade routes involving Asia are expected to continue throughout the remainder of the year and through the first half of 2002. As a result of the increasing container inventories worldwide, the production of new containers has declined. Although a slowdown in new container production could have positive short and long-term effects for the container leasing industry, a reduction in new containers will not have a significant impact without an easing of current market constraints and a strengthening of the world’s economies. In response to the foregoing, the Leasing Company continues to implement a number of marketing initiatives which are designed to target identified leasing opportunities and enhance inventory management of the Registrant’s fleet.
The Registrant’s average fleet size and utilization rates for the three and nine-month periods ended September 30, 2001 and September 30, 2000 were as follows:
| | | | | | | | | | | | | | | | | |
| | | Three Months Ended | | Nine Months Ended |
| | |
| |
|
| | | September 30, | | September 30, | | September 30, | | September 30, |
| | | 2001 | | 2000 | | 2001 | | 2000 |
| | |
| |
| |
| |
|
Average fleet size (measured in twenty-foot equivalent units (TEU)) | | | | | | | | | | | | | | | | |
|
|
|
|
| Dry cargo containers | | | 15,559 | | | | 15,763 | | | | 15,630 | | | | 15,770 | |
|
|
|
|
| Refrigerated containers | | | 961 | | | | 1,065 | | | | 1,026 | | | | 1,088 | |
|
|
|
|
Average Utilization | | | | | | | | | | | | | | | | |
|
|
|
|
| Dry cargo containers | | | 65 | % | | | 75 | % | | | 66 | % | | | 75 | % |
|
|
|
|
| Refrigerated containers | | | 85 | % | | | 87 | % | | | 81 | % | | | 90 | % |
Dry cargo container average per-diem rental rates for the three and nine-month periods ended September 30, 2001 declined approximately 10% and 6%, respectively, when compared to the same three and nine-month periods in the prior year. Refrigerated container average per-diem rental rates for the three and nine-month periods ended September 30, 2001 decreased approximately 7% and 5%, respectively, when compared to the same three and nine-month periods in the prior year.
(Continued)
12
Three Months Ended September 30, 2001 Compared to the Three Months Ended September 30, 2000
Income (loss) from operationsfor the three months ended September 30, 2001 was a loss of $70,227, as compared to income of $230,736 during the corresponding period of 2000. The loss was primarily due the impact of current market constraints on utilization and per-diem rental rates, as well as the Registrant’s smaller fleet size, and their cumulative effect on net lease revenue.
Net lease revenueof $698,985 for the three months ended September 30, 2001 was $331,214 lower than the corresponding period of 2000. The decrease was due to a $309,617 decline in gross rental revenue (a component of net lease revenue) from the same period in 2000. Gross rental revenue was impacted by the Registrant’s slightly smaller fleet size, lower utilization and per-diem rental rates. Other components of net lease revenue, including management fees, were lower by $20,802 when compared to the corresponding period in 2000, and partially offset the decline in gross lease revenue. Direct operating expenses increased $27,562 when compared to the corresponding period in 2000. Contributing to the increase in direct operating expenses were storage, repositioning expenses, and the provision for doubtful accounts.
Depreciation expenseof $735,684 for the three months ended September 30, 2001 was $37,863 lower than the same period in 2000 due to a declining fleet size. Effective June 1, 2001, the Registrant changed the estimated life of its rental container equipment from an estimated 12 year life to a 15 year life, and its estimated salvage value from 30% to 10% of original equipment cost. The effect of these changes was an increase in depreciation expense of approximately $23,400 for the three months ended September 30, 2001.
Other general and administrative expensesincreased to $33,528 in the third quarter of 2001, from $25,916 in the corresponding period of 2000, an increase of $7,612 from the same period in 2000. Contributing to this increase were professional fees, costs related to investor communications and exchange rates losses.
Net loss on disposal of equipmentwas a result of the Registrant disposing of 90 containers during the three-month period ended September 30, 2001, as compared to 57 containers during the same period in 2000. These disposals resulted in a loss of $89,420 for the three-month period ended September 30, 2001, as compared to a gain of $35,729 for the three-month period ended September 30, 2000. The Registrant believes that the net loss on container disposals in the three-month period ended September 30, 2001 was a result of various factors including the age, condition, suitability for continued leasing, as well as the geographical location of the containers when disposed. These factors will continue to influence the decision to repair or dispose of a container when it is returned by a lessee, as well as the amount of sales proceeds received and the related gain or loss on container disposals. The level of the Registrant’s container disposals in subsequent periods will also contribute to fluctuations in the net gain or loss on disposals. As a result of current world events and market conditions, the Registrant is re-evaluating its asset impairment criteria.
Impairment chargeswere incurred by the Registrant relating to refrigerated container equipment with R12 refrigerant gas (the “R12 Containers”). In the second quarter of 2001, the Leasing Company undertook a review of the Registrant’s refrigerated container equipment. Due to the environmental impact of the R12 refrigerant gas and other R12 Container marketing considerations, the Leasing Company concluded that effective July 1, 2001, inventories of the Registrant’s R12 Containers would be targeted for immediate sale. The Leasing Company also conducted a review of the Registrant’s R12 Containers that were on lease at June 30, 2001.
| |
| Assets to be disposed of:In June 2001 the Leasing Company committed to a plan to dispose of 81 R12 Containers with a carrying value of $1,029,674. It was concluded that the carrying value of these R12 containers exceeded fair value and accordingly, an impairment charge of $811,424 was recorded to operations under impairment losses. It is expected that these R12 Containers will be will be disposed of over the next several quarters. Included in the net loss on the disposal of equipment for the three-month period ended September 30, 2001 is a gain of $1,186 on the sale of one refrigerated container which was targeted for sale as of June 30, 2001. |
|
| Assets to be held and used:The Leasing Company conducted a review of 210 R12 Containers with a carrying value of $2,529,995 that were on lease at June 30, 2001. It was concluded that the carrying value of these R12 Containers exceeded the future cash flows expected to result from the use of these containers and their eventual disposition, and therefore was not recoverable. Accordingly, a charge of $1,588,661 was recorded to operations under impairment losses. Fair value was determined by discounting future expected cash flows. |
(Continued)
13
Nine Months Ended September 30, 2001 Compared to the Nine Months Ended September 30, 2000
Income from operationsfor the nine-month period ended September 30, 2001 was $58,947, as compared to $797,162 during the corresponding period of 2000. The decline was primarily due the impact of current market constraints on utilization and per-diem rental rates, as well as the Registrant’s smaller fleet size, and their cumulative effect on net lease revenue.
Net lease revenueof $2,460,197 for the nine-month period ended September 30, 2001 was $732,381 lower than in the corresponding period of 2000. The decrease was due to a $892,700 decline in gross rental revenue (a component of net lease revenue) from the same period in 2000. Gross rental revenue was impacted by the Registrant’s slightly smaller fleet size, lower utilization and per-diem rental rates. Other components of net lease revenue, including rental equipment operating expenses, management fees, and reimbursed administrative expenses, were lower by a combined $160,319 when compared to the corresponding period in 2000, and partially offset the decline in gross lease revenue. Contributing to the decline in direct operating expenses were reductions in repair and maintenance expenses and the provision for doubtful accounts.
Depreciation expenseof $2,269,256 for the nine-month period ended September 30, 2001 was $45,789 lower than the same period in 2000 due to a declining fleet size. Effective June 1, 2001, the Registrant changed the estimated life of its rental container equipment from an estimated 12 year life to a 15 year life and its estimated salvage value from 30% to 10% of original equipment cost. The effect of these depreciation changes is an increase in depreciation expense of approximately $38,000 from June 1 to September 30, 2001.
Other general and administrative expensesincreased to $131,994 during the nine-month period ended September 30, 2001, from $80,371 in the corresponding period of 2000, representing an increase of $51,623 from the same period in 2000. Contributing to this increase were professional fees, costs related to investor communications and exchange rate losses.
Net loss on disposal of equipmentwas a result of the Registrant disposing of 159 containers during the first nine months of 2001, as compared to 141 containers during the first nine months of 2000. These disposals resulted in a loss of $160,511 for the nine-month period ended September 30, 2001, as compared to a loss of $132,039 for the nine-month period ended September 30, 2000.
Impairment chargeswere incurred by the Registrant relating to refrigerated container equipment with R12 refrigerant gas (the “R12 Containers”). In the second quarter of 2001, the Leasing Company undertook a review of the Registrant’s refrigerated container equipment. Due to the environmental impact of the R12 refrigerant gas and other R12 Container marketing considerations, the Leasing Company concluded that effective July 1, 2001, inventories of the Registrant’s R12 Containers would be targeted for immediate sale. It was concluded that the carrying value of the R12 Containers to be disposed of exceeded fair value and accordingly, an impairment charge of $811,424 was recorded to operations under impairment losses. Included in the net loss on the disposal of equipment for the nine-month period ended September 30, 2001 is a gain of $1,186 on the sale of one refrigerated container which was targeted for sale as of June 30, 2001.
The Leasing Company also conducted a review of the Registrant’s R12 Containers that were on lease at June 30, 2001. It was concluded that the carrying value of the R12 Containers to be held and used exceeded the future cash flows expected to result from the use of these containers and their eventual disposition, and therefore was not recoverable. Accordingly, a charge of $1,588,661 was recorded to operations under impairment losses
The total impairment charge for the Registrant’s R12 Containers was $2,400,085. This charge was recorded during the second quarter of 2001.
Liquidity and Capital Resources
Cash from Operating Activities:Net cash provided by operating activities was $2,464,178 and $3,626,852 during the first nine months of 2001 and 2000, respectively. The net cash generated in 2001 included earnings from operations and $102,543 in net lease receivables due from the Leasing Company. The net cash generated in 2000 reflected earnings from operations together with $57,310 in net lease receivables due from the Leasing Company.
(Continued)
14
Cash from Investing Activities:Net cash provided by investing activities was $250,838 and $340,614 in the first nine months of 2001 and 2000, respectively. These amounts represent sales proceeds generated from the sale of container equipment.
Cash from Financing Activities:Net cash used in financing activities was $2,894,141 during the first nine months of 2001 compared to $3,059,671 in the corresponding period of 2000. These amounts represent distributions to the Registrant’s general and limited partners. The Registrant’s container disposals, as well as current market conditions, should produce lower operating results and, consequently, lower distributions to its partners in subsequent periods. Sales proceeds distributed to its partners may fluctuate in subsequent periods, reflecting the level of container disposals.
Capital Resources
Aside from the initial working capital reserve retained from the gross subscription proceeds (equal to approximately 1% of such proceeds), the Registrant relied primarily on container rental receipts to generate distributions to its general and limited partners, as well as to finance current operating needs. No credit lines are maintained to finance working capital.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Exchange rate risk:Substantially all of the Registrant’s revenues are billed and paid in US dollars and a significant portion of costs are billed and paid in US dollars. Of the remaining costs, the majority are individually small, unpredictable and incurred in various denominations and thus are not suitable for cost effective hedging. From time to time, the Leasing Company hedges a portion of the expenses that are predictable and are principally in UK pounds sterling. As exchange rates are outside of the control of the Company, there can be no assurance that such fluctuations will not adversely effect its results of operations and financial condition.
15
PART II — OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
| | | | |
Exhibit | | | | |
No. | | Description | | Method of Filing |
| |
| |
|
3(a) | | Limited Partnership Agreement of the Registrant, amended and restated as of December 2, 1992 | | * |
|
|
|
|
| | | | |
|
|
|
|
3(b) | | Certificate of Limited Partnership of the Registrant | | ** |
|
|
|
|
| | | | |
|
|
|
|
10 | | Form of Leasing Agent Agreement with Cronos Containers Limited | | *** |
(b) | | Reports on Form 8-K |
|
| | No reports on Form 8-K were filed by the Registrant during the quarter ended September 30, 2001. |
* | | Incorporated by reference to Exhibit “A” to the Prospectus of the Registrant dated December 2, 1992, included as part of Registration Statement on Form S-1 (No. 33-51810) |
|
|
|
|
** | | Incorporated by reference to Exhibit 3.2 to the Registration Statement on Form S-1 (No. 33-51810) |
|
|
|
|
*** | | Incorporated by reference to Exhibit 10.2 to the Registration Statement on Form S-1 (No. 33-51810) |
16
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.
| | | | |
| | CRONOS GLOBAL INCOME FUND XIV, 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 |
|
|
|
|
| | | | |
|
|
|
|
| | | | |
|
|
|
|
| | By | | /s/ John Kallas John Kallas Chief Financial Officer and Director of Cronos Capital Corp. (“CCC”) Principal Financial and Accounting Officer of CCC |
Date: November 14, 2001
17
EXHIBIT INDEX
| | | | |
Exhibit | | | | |
No. | | Description | | Method of Filing |
| |
| |
|
3(a) | | Limited Partnership Agreement of the Registrant, amended and restated as of December 2, 1992 | | * |
|
|
|
|
| | | | |
|
|
|
|
3(b) | | Certificate of Limited Partnership of the Registrant | | ** |
|
|
|
|
| | | | |
|
|
|
|
10 | | Form of Leasing Agent Agreement with Cronos Containers Limited | | *** |
* | | Incorporated by reference to Exhibit “A” to the Prospectus of the Registrant dated December 2, 1992, included as part of Registration Statement on Form S-1 (No. 33-51810) |
|
|
|
|
** | | Incorporated by reference to Exhibit 3.2 to the Registration Statement on Form S-1 (No. 33-51810) |
|
|
|
|
*** | | Incorporated by reference to Exhibit 10.2 to the Registration Statement on Form S-1 (No. 33-51810) |