1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2000
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 0-23886
CRONOS GLOBAL INCOME FUND XV, L.P.
(Exact name of registrant as specified in its charter)
California 94-3186624
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
444 Market Street, 15th Floor, San Francisco, California 94111
(Address of principal executive offices) (Zip Code)
(415) 677-8990
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes [X]. No [ ].
2
CRONOS GLOBAL INCOME FUND XV, L.P.
REPORT ON FORM 10-Q FOR THE QUARTERLY PERIOD
ENDED JUNE 30, 2000
TABLE OF CONTENTS
PAGE
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
Condensed Balance Sheets - June 30, 2000 and December 31, 1999 (unaudited) 4
Condensed Statements of Operations for the three and six months ended June 30, 2000 and 1999 (unaudited) 5
Condensed Statements of Cash Flows for the six months ended June 30, 2000 and 1999 (unaudited) 6
Notes to Condensed Financial Statements (unaudited) 7
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 10
Item 3. Quantitative and Qualitative Disclosures About Market Risk 11
PART II - OTHER INFORMATION
Item 1. Legal Proceedings 12
Item 6. Exhibits and Reports on Form 8-K 13
2
3
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
Presented herein are the Registrant's condensed balance sheets as of
June 30, 2000 and December 31, 1999, condensed statements of
operations for the three and six months ended June 30, 2000 and
1999, and condensed statements of cash flows for the six months
ended June 30, 2000 and 1999.
3
4
CRONOS GLOBAL INCOME FUND XV, L.P.
CONDENSED BALANCE SHEETS
(UNAUDITED)
June 30, December 31,
2000 1999
------------- -------------
Assets
Current assets:
Cash and cash equivalents, includes $3,999,626 at June 30, 2000 and
$3,214,051 at December 31, 1999 in interest-bearing accounts $ 4,078,960 $ 3,214,151
Net lease receivables due from Leasing Company
(notes 1 and 2) 1,733,202 2,276,319
------------- -------------
Total current assets 5,812,162 5,490,470
------------- -------------
Container rental equipment, at cost 123,591,160 123,839,462
Less accumulated depreciation 38,124,763 34,630,513
------------- -------------
Net container rental equipment 85,466,397 89,208,949
------------- -------------
Total assets $ 91,278,559 $ 94,699,419
============= =============
Partners' Capital
Partners' capital (deficit):
General partner $ (44,463) $ (45,373)
Limited partners 91,323,022 94,744,792
------------- -------------
Total partners' capital $ 91,278,559 $ 94,699,419
============= =============
The accompanying notes are an integral part of these condensed financial
statements.
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5
CRONOS GLOBAL INCOME FUND XV, L.P.
CONDENSED STATEMENTS OF OPERATIONS
(UNAUDITED)
Three Months Ended Six Months Ended
-------------------------- --------------------------
June 30, June 30, June 30, June 30,
2000 1999 2000 1999
---------- ---------- ---------- ----------
Net lease revenue (notes 1 and 3) $2,706,339 $2,301,935 $5,192,298 $5,079,801
Other operating expenses:
Depreciation 1,806,287 1,816,010 3,616,626 3,645,857
Other general and administrative expenses 52,537 44,032 103,222 89,390
---------- ---------- ---------- ----------
1,858,824 1,860,042 3,719,848 3,735,247
---------- ---------- ---------- ----------
Income from operations 847,515 441,893 1,472,450 1,344,554
Other income:
Interest income 42,388 57,212 89,904 121,538
Net gain on disposal of equipment 22,583 6,075 35,474 24,098
---------- ---------- ---------- ----------
64,971 63,287 125,378 145,636
---------- ---------- ---------- ----------
Net income $ 912,486 $ 505,180 $1,597,828 $1,490,190
========== ========== ========== ==========
Allocation of net income:
General partner $ 129,345 $ 135,277 $ 251,842 $ 287,181
Limited partners 783,141 369,903 1,345,986 1,203,009
---------- ---------- ---------- ----------
$ 912,486 $ 505,180 $1,597,828 $1,490,190
========== ========== ========== ==========
Limited partners' per unit share of net income $ 0.11 $ 0.05 $ 0.19 $ 0.17
========== ========== ========== ==========
The accompanying notes are an integral part of these condensed financial
statements.
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6
CRONOS GLOBAL INCOME FUND XV, L.P.
CONDENSED STATEMENTS OF CASH FLOWS
(UNAUDITED)
Six Months Ended
-----------------------------
June 30, June 30,
2000 1999
----------- -----------
Net cash provided by operating activities $ 5,665,243 $ 5,325,492
Cash provided by (used in) investing activities:
Proceeds from disposal of equipment 218,254 271,166
Purchase of container rental equipment -- (768,036)
Acquisition fees paid to general partner -- (38,402)
----------- -----------
Net cash provided by (used in) investing activities 218,254 (535,272)
----------- -----------
Cash used in financing activities:
Distribution to partners (5,018,688) (6,210,574)
----------- -----------
Net increase (decrease) in cash and cash equivalents 864,809 (1,420,354)
Cash and cash equivalents at January 1 3,214,151 6,212,541
----------- -----------
Cash and cash equivalents at June 30 $ 4,078,960 $ 4,792,187
=========== ===========
The accompanying notes are an integral part of these condensed financial
statements.
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7
CRONOS GLOBAL INCOME FUND XV, L.P.
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
(1) Summary of Significant Accounting Policies
(a) Nature of Operations
Cronos Global Income Fund XV, L.P. (the "Partnership") is a limited
partnership organized under the laws of the State of California on
August 26, 1993, for the purpose of owning and leasing marine cargo
containers, special purpose containers and container related
equipment 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 February 22, 1994, when the
minimum subscription proceeds of $2,000,000 were received from over
100 subscribers (excluding from such count Pennsylvania residents,
the general partner, and all affiliates of the general partner). The
Partnership offered 7,500,000 units of limited partnership interest
at $20 per unit or $150,000,000. The offering terminated on December
15, 1995, at which time 7,151,569 limited partnership units had been
purchased.
(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; 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 condensed
financial statements.
7 (Continued)
8
CRONOS GLOBAL INCOME FUND XV, L.P.
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
(c) Basis of Accounting
The Partnership utilizes the accrual method of accounting. Net lease
revenue is recorded by the Partnership in each period based upon its
leasing agent agreement with the Leasing Company. Net lease revenue
is generally dependent upon operating lease rentals from operating
lease agreements between the Leasing Company and its various
lessees, less direct operating expenses and management fees due in
respect of the containers specified in each operating lease
agreement.
(d) Financial Statement Presentation
These condensed 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 condensed 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 (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.
(2) Net Lease Receivables Due from Leasing Company
Net lease receivables due from the Leasing Company are determined by
deducting direct operating payables and accrued expenses, base management
fees payable, and reimbursed administrative expenses payable to CCC and
its affiliates from the rental billings payable by the Leasing Company to
the Partnership under operating leases to ocean carriers for the
containers owned by the Partnership. Net lease receivables at June 30,
2000 and December 31, 1999 were as follows:
June 30, December 31,
2000 1999
------------- -------------
Gross lease receivables $ 4,515,880 $ 4,570,004
Less:
Direct operating payables and accrued expenses 1,092,868 802,646
Damage protection reserve 247,671 203,241
Base management fees 305,537 344,992
Reimbursed administrative expenses 194,033 77,649
Allowance for doubtful accounts 942,569 865,157
------------- -------------
Net lease receivables $ 1,733,202 $ 2,276,319
============= =============
8 (Continued)
9
CRONOS GLOBAL INCOME FUND XV, L.P.
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
(3) Net Lease Revenue
Net lease revenue is determined by deducting direct operating expenses,
base management fees and reimbursed administrative expenses to CCC 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 three and six-month periods ended
June 30, 2000 and 1999 were as follows:
Three Months Ended Six Months Ended
---------------------------- -----------------------------
June 30, June 30, June 30, June 30,
2000 1999 2000 1999
----------- ----------- ----------- -----------
Rental revenue (note 4) $ 4,033,361 $ 4,040,346 $ 8,211,970 $ 8,475,729
Less:
Rental equipment operating expenses 805,165 1,229,830 1,942,851 2,350,523
Base management fees 289,311 273,582 564,302 578,735
Reimbursed administrative expenses 232,546 234,999 512,519 466,670
----------- ----------- ----------- -----------
$ 2,706,339 $ 2,301,935 $ 5,192,298 $ 5,079,801
=========== =========== =========== ===========
(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 cargo marine containers. As of
June 30, 2000, the Partnership operated 25,837 twenty-foot, 8,627
forty-foot and 1,796 forty-foot high-cube dry cargo marine containers, as
well as 462 twenty-foot and 99 forty-foot high-cube refrigerated cargo
containers, and 226 twenty-four thousand-liter tanks. A summary of gross
lease revenue, by product, for the three and six-month periods ended June
30, 2000 and 1999 follows:
Three Months Ended Six Months Ended
-------------------------- --------------------------
June 30, June 30, June 30, June 30,
2000 1999 2000 1999
---------- ---------- ---------- ----------
Dry cargo containers $3,360,651 $3,360,415 $6,883,709 $7,065,614
Refrigerated containers 480,223 506,339 955,219 1,034,271
Tank containers 192,487 173,592 373,042 375,844
---------- ---------- ---------- ----------
Total $4,033,361 $4,040,346 $8,211,970 $8,475,729
========== ========== ========== ==========
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.
******
9
10
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
It is suggested that the following discussion be read in conjunction with the
Registrant's most recent annual report on Form 10-K.
1) Material changes in financial condition between June 30, 2000 and
December 31, 1999.
At June 30, 2000, the Registrant had $4,078,960 in cash and cash
equivalents, an increase of $864,809 from the cash balances at December
31, 1999. At June 30, 2000, the Registrant had approximately $684,000 in
cash generated from equipment sales reserved as part of its cash
balances. The Registrant committed to purchase an additional 216
forty-foot high-cube dry cargo marine containers, replacing containers
which have been lost or damaged beyond repair at an aggregate cost of
approximately $601,020. Throughout the remainder of 2000, the Registrant
expects to continue using cash generated from equipment sales to purchase
and replace containers which have been lost or damaged beyond repair.
The Registrant's allowance for doubtful accounts increased from $865,157
at December 31, 1999 to $942,569 at June 30, 2000. This increase was
attributable to the delinquent account receivable balances of
approximately 13 lessees. The Leasing Company has either negotiated
specific payment terms with these lessees or is pursuing other
alternatives to collect the outstanding balances. In each instance, the
Registrant believes it has provided sufficient reserves for all doubtful
accounts.
The Registrant's cash distribution from operations for the second quarter
of 2000 was 6.50% (annualized) of the limited partners' original capital
contributions, unchanged from the first quarter of 2000. These
distributions are directly related to the Registrant's results from
operations and may fluctuate accordingly. Distributions for the general
and limited partners are calculated based upon the Partnership Agreement.
The growth in the volume of world trade, a rise in exports to the Far
East, and the global effects of a strong U.S. economy have resulted in
improved market conditions for the container leasing industry. As a
result of these and other factors, including repositioning initiatives
implemented earlier in the year, utilization of the Registrant's fleet of
containers has exhibited steady improvement in recent months. In
addition, new container prices, as well as interest rates, have been
rising from historically low levels. During such times, ocean carriers
tend to reduce their capital spending to supplement their owned fleets of
containers in favor of leasing. The pressure on per diem rates has
impacted the Registrant's revenues, but there has been some rate
stabilization in recent months. The Registrant will continue to take
advantage of improving market conditions by repositioning equipment to
locations of greatest demand as well as seeking out leasing opportunities
that will strengthen utilization and enhance the performance of the
fleet.
2) Material changes in the results of operations between the three and
six-month periods ended June 30, 2000 and 1999.
Gross rental revenue (a component of net lease revenue) for the three and
six-month periods ended June 30, 2000 was $4,033,361 and $8,211,970,
respectively, reflecting a decline of less than 1% and 3% from the same
respective periods in the prior year. Gross lease revenue was primarily
impacted by higher utilization levels and lower per-diem rental rates.
Dry cargo container average per-diem rental rates for the three and
six-month periods ended June 30, 2000 declined 6% and 9%, respectively,
when compared to the same periods in the prior year. Refrigerated
container average per-diem rental rates for the three and six-month
periods ended June 30, 2000 increased 2% and declined 8%, respectively,
when compared to the same three and six-month periods in the prior year.
Tank container average per-diem rental rates for both the three and
six-month periods ended June 30, 2000 declined 10% when compared to the
same periods in the prior year.
10 (Continued)
11
The Registrant's average fleet size and utilization rates for the three
and six-month periods ended June 30, 2000 and June 30, 1999 were as
follows:
Three Months Ended Six Months Ended
----------------------- -----------------------
June 30, June 30, June 30, June 30,
2000 1999 2000 1999
-------- -------- -------- --------
Average fleet size (measured in twenty-foot equivalent
units (TEU))
Dry cargo containers 46,703 46,957 46,760 46,761
Refrigerated containers 660 659 660 659
Tank containers 226 226 226 226
Average Utilization
Dry cargo containers 77% 70% 77% 70%
Refrigerated containers 98% 91% 97% 93%
Tank containers 77% 71% 78% 73%
The Registrant's declining fleet size contributed to reductions in
depreciation expense of less than 1% for both the three and six-month
periods ended June 30, 2000 when compared to the same three and six-month
in the prior year. Rental equipment operating expenses, as a percent of
the Registrant's gross lease revenue, were 20% and 24%, respectively,
during the three and six-month periods ended June 30, 2000, as compared
to 30% and 28%, during the same respective three and six-month periods
ended June 30, 1999. Base management fees for the six-month period ended
June 30, 2000 declined 3% from the same six-month period in the prior
year as a result of lower gross rental revenues.
The Registrant disposed of 57 twenty-foot, eight forty-foot and five
forty-foot high-cube dry cargo marine containers during the second
quarter of 2000, as compared to 44 twenty-foot, nine forty-foot and two
forty-foot high-cube dry cargo marine containers during the second
quarter of 1999. 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.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Not applicable.
11
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PART II - OTHER INFORMATION
Item 1. Legal Proceedings
On March 20, 2000, KM Investments, LLC, a California limited liability company
("KM") filed its complaint (the "Complaint") in the Superior Court for the
County of Los Angeles against CCC, as general partner of the Partnership,
alleging violation of the California Revised Limited Partnership Act, breach of
fiduciary duty, and unfair competition. KM claims to be an assignee of units of
limited partnership interests in the Partnership and six other California
limited partnerships (collectively, the "Cronos Partnerships") managed by CCC as
general partner. KM, which is in the business of making unregistered tender
offers for up to 4.9% of the outstanding interests in limited partnerships,
claims that CCC has wrongfully refused to provide KM with lists of the limited
partners of the Cronos Partnerships to enable KM to make unregistered tender
offers to the limited partners of the Cronos Partnerships.
KM asks for declaratory relief, damages according to proof, attorneys' fees,
costs, interest, a temporary restraining order and/or a preliminary injunction
barring CCC from giving limited partner lists to any other party before
delivering such lists to KM, punitive damages, and an order prohibiting CCC from
receiving reimbursement of its legal fees incurred in defending the action from
the Cronos Partnerships.
On April 24, 2000, CCC filed its demurrer to the Complaint and its motion to
strike those portions of the Complaint seeking punitive damages. By its
demurrer, CCC asserted that KM, as an assignee of units of the Cronos
Partnerships, is not entitled to review or receive a copy of the lists of the
limited partners of the Cronos Partnerships; that CCC has not breached any
fiduciary duty to KM; and that CCC has not engaged in unfair competition as
alleged by KM. CCC requested that the Court dismiss KM's Complaint.
On June 8, 2000, the Court heard CCC's demurrer, and sustained (i.e., granted)
it in its entirety, allowing KM thirty days to file an amended complaint. KM did
so on or about July 10, 2000, asserting the same causes of action as set forth
in its original complaint. CCC intends to demur to KM's amended complaint and to
move to strike those portions of the complaint seeking punitive damages. CCC
believes that KM's complaint is without merit.
12
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PART II - OTHER INFORMATION (CONTINUED)
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
Exhibit
No. Description Method of Filing
-------- --------------------------------------------------------------------- ---------------------
3(a) Limited Partnership Agreement of the Registrant, amended and restated *
as of December 15, 1993
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 June 30, 2000.
- ------------------
* Incorporated by reference to Exhibit "A" to the Prospectus of the
Registrant dated December 17, 1993, included as part of Registration
Statement on Form S-1 (No. 33-69356)
** Incorporated by reference to Exhibit 3.2 to the Registration Statement on
Form S-1 (No. 33-69356)
*** Incorporated by reference to Exhibit 10.2 to the Registration Statement
on Form S-1 (No. 33-69356)
13
14
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this Report to be signed on its behalf by the
undersigned thereunto duly authorized.
CRONOS GLOBAL INCOME FUND XV, 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: August 14, 2000
14
15
EXHIBIT INDEX
Exhibit
No. Description Method of Filing
-------- --------------------------------------------------------------------- ---------------------
3(a) Limited Partnership Agreement of the Registrant, amended and restated *
as of December 15, 1993
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 17, 1993, included as part of Registration
Statement on Form S-1 (No. 33-69356)
** Incorporated by reference to Exhibit 3.2 to the Registration Statement on
Form S-1 (No. 33-69356)
*** Incorporated by reference to Exhibit 10.2 to the Registration Statement
on Form S-1 (No. 33-69356)