SECURITIES AND EXCHANGE COMMISSION
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 MARCH 31, 2004 |
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 0-27496
CRONOS GLOBAL INCOME FUND XVI, L.P.
California | 94-3230380 | |
(State or other jurisdiction of | (I.R.S. Employer | |
incorporation or organization) | Identification No.) |
One Front Street, Suite 925, San Francisco, California 94111
(Address of principal executive offices) (Zip Code)
(415) 677-8990
(Registrants 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 [ ].
Indicate by check mark whether the registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2). Yes [ ]. No [X].
The aggregate market value of the voting stock held by non-affiliates of the registrant is not applicable.
CRONOS GLOBAL INCOME FUND XVI, L.P.
Report on Form 10-Q for the Quarterly Period
Ended March 31, 2004
TABLE OF CONTENTS
2
PART I - FINANCIAL INFORMATION
Item 1. | Financial Statements | |||
Presented herein are the Registrants condensed balance sheets as of March 31, 2004 and December 31, 2003, condensed statements of operations for the three months ended March 31, 2004 and 2003, and condensed statements of cash flows for the three months ended March 31, 2004 and 2003, (collectively the Financial Statements) prepared by the Registrant without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (SEC). Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principals generally accepted in the United States have been condensed or omitted pursuant to such rules and regulations, although the Registrant believes that the disclosures are adequate to make the information present not misleading. It is suggested that these Financial Statements be read in conjunction with the financial statements and the notes thereto included in the Registrants December 31, 2003 Annual Report on Form 10-K. These Financial Statements reflect, in the opinion of the Registrant and Cronos Capital Corp., the general partner, all adjustments (consisting only of normal recurring adjustments) necessary to present fairly the results for the interim periods. The statements of operations for such interim periods are not necessarily indicative of the results for the full year. | ||||
The information in this Quarterly Report on Form 10-Q contains certain forward-looking statements within the meaning of the securities laws. These forward-looking statements reflect the current view of the Registrant with respect to future events and financial performance and are subject to a number of risks and uncertainties, many of which are beyond the Registrants control. All statements, other than statements of historical facts included in this report, including the statements under Managements Discussion and Analysis of Financial Condition and Results of Operations, regarding the Registrants strategy, future operations, financial position, estimated revenues, projected costs, prospects, plans and objectives of the Registrant are forward-looking statements. When used in this report, the words will, believe, anticipate, intend, estimate, expect, project, and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. All forward-looking statements speak only as of the date of this report. The Registrant does not undertake any obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise. Although the Registrant believes that its plans, intentions and expectations reflected in or suggested by the forward-looking statements made in this report are reasonable, the Registrant can give no assurance that these plans, intentions or expectations will be achieved. Future economic and industry trends that could potentially impact revenues and profitability are difficult to predict. |
3
CRONOS GLOBAL INCOME FUND XVI, L.P.
Condensed Balance Sheets
(Unaudited)
March 31, | December 31, | |||||||
2004 |
2003 |
|||||||
Assets |
||||||||
Current assets: |
||||||||
Cash and cash equivalents, includes $926,748 at March 31, 2004 and
$1,087,138 at December 31, 2003 in interest-bearing accounts |
$ | 1,176,076 | $ | 1,276,250 | ||||
Net lease receivables due from Leasing Company
(notes 1 and 2) |
191,545 | 265,227 | ||||||
Total current assets |
1,367,621 | 1,541,477 | ||||||
Container rental equipment, at cost |
31,390,086 | 31,476,999 | ||||||
Less accumulated depreciation |
(13,393,901 | ) | (12,951,863 | ) | ||||
Net container rental equipment |
17,996,185 | 18,525,136 | ||||||
Other assets |
794,235 | 799,543 | ||||||
Total assets |
$ | 20,158,041 | $ | 20,866,156 | ||||
Liabilities and partners capital |
||||||||
Current liabilities: |
||||||||
Interest payable |
$ | 4,838 | $ | 5,285 | ||||
Current portion of equipment debt |
840,600 | 840,600 | ||||||
Total current liabilities |
845,438 | 845,885 | ||||||
Equipment debt less current portion |
1,050,750 | 1,260,900 | ||||||
Total liabilities |
1,896,188 | 2,106,785 | ||||||
Partners capital (deficit): |
||||||||
General partner |
(49,070 | ) | (44,129 | ) | ||||
Limited partners |
18,310,923 | 18,803,500 | ||||||
Total partners capital |
18,261,853 | 18,759,371 | ||||||
Total liabilities and partners capital |
$ | 20,158,041 | $ | 20,866,156 | ||||
The accompanying notes are an integral part of these financial statements.
4
CRONOS GLOBAL INCOME FUND XVI, L.P.
Condensed Statements of Operations
(Unaudited)
Three Months Ended |
||||||||
March 31, | March 31, | |||||||
2004 |
2003 |
|||||||
Net lease revenue (notes 1 and 3) |
$ | 633,483 | $ | 736,428 | ||||
Other operating income (expenses): |
||||||||
Depreciation |
(482,399 | ) | (485,593 | ) | ||||
Other general and administrative expenses |
(19,179 | ) | (19,543 | ) | ||||
Net gain (loss) on disposal of equipment |
272 | (367 | ) | |||||
Income from operations |
132,177 | 230,925 | ||||||
Other (expense) income: |
||||||||
Interest income |
1,652 | 3,524 | ||||||
Interest expense |
(15,066 | ) | (21,149 | ) | ||||
(13,414 | ) | (17,625 | ) | |||||
Net income |
$ | 118,763 | $ | 213,300 | ||||
Allocation of net income: |
||||||||
General partner |
$ | 24,796 | $ | 21,582 | ||||
Limited partners |
93,967 | 191,718 | ||||||
$ | 118,763 | $ | 213,300 | |||||
Limited partners per unit share of net income |
$ | 0.06 | $ | 0.12 | ||||
The accompanying notes are an integral part of these financial statements.
5
CRONOS GLOBAL INCOME FUND XVI, L.P.
Condensed Statements of Cash Flows
(Unaudited)
Three Months Ended |
||||||||
March 31, | March 31, | |||||||
2004 |
2003 |
|||||||
Net cash provided by operating activities |
$ | 666,264 | $ | 733,840 | ||||
Cash flows provided by investing activities: |
||||||||
Proceeds from disposal of equipment |
59,994 | 15,010 | ||||||
Cash flows used in financing activities: |
||||||||
Repayment of term debt |
(210,150 | ) | (210,150 | ) | ||||
Distribution to partners |
(616,282 | ) | (504,591 | ) | ||||
Net cash used in financing activities |
(826,432 | ) | (714,741 | ) | ||||
Net (decrease) increase in cash and cash equivalents |
(100,174 | ) | 34,109 | |||||
Cash and cash equivalents at January 1 |
1,276,250 | 1,561,006 | ||||||
Cash and cash equivalents at March 31 |
$ | 1,176,076 | $ | 1,595,115 | ||||
The accompanying notes are an integral part of these financial statements.
6
CRONOS GLOBAL INCOME FUND XVI, L.P.
Notes to Unaudited Condensed Financial Statements
(1) | Summary of Significant Accounting Policies |
(a) | Nature of Operations | |||
Cronos Global Income Fund XVI, L.P. (the Partnership) is a limited partnership organized under the laws of the State of California on September 1, 1995, 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 Partnerships 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 Partnerships 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 CCC. The Partnership shall continue until December 31, 2015, unless sooner terminated upon the occurrence of certain events. | ||||
The Partnership commenced operations on March 29, 1996, 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). On February 3, 1997, CCC suspended the offer and sale of units in the Partnership. The offering terminated on December 27, 1997, at which time 1,599,667 limited partnership units had been sold. | ||||
(b) | Leasing Company and Leasing Agent Agreement | |||
A Leasing Agent Agreement exists between the Partnership and the Leasing Company, 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 Partnerships 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 XVI, 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) | Container Rental Equipment | |||
In accordance with SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets, 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. An analysis is prepared each quarter projecting future cash flows from container rental equipment operations. Current and projected utilization rates, per-diem rental rates, direct operating expenses, fleet size and container disposals are the primary variables utilized by the analysis. Additionally, the Partnership evaluates future cash flows and potential impairment by container type rather than for each individual container, and as a result, future losses could result for individual container dispositions due to various factors, including age, condition, suitability for continued leasing, as well as the geographical location of containers when disposed. There were no impairment charges to the carrying value of container rental equipment for the three-month periods ended March 31, 2004 and 2003. | ||||
Depreciation policies are also evaluated to determine whether subsequent events and circumstances warrant revised estimates of useful lives. Container rental equipment is depreciated using the straight-line basis. | ||||
(e) | Use of Estimates | |||
The financial statements are prepared in conformity with accounting principles generally accepted in the United States of America (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 reported period. Actual results could differ from those estimates. | ||||
The most significant estimates included within the financial statements are the container rental equipment estimated useful lives and residual values, and the estimate of future cash flows from container rental equipment operations, used to determine the adequacy of the carrying value of container rental equipment in accordance with SFAS No. 144. Considerable judgment is required in estimating future cash flows from container rental equipment operations. Accordingly, the estimates may not be indicative of the amounts that may be realized in future periods. As additional information becomes available in subsequent periods, reserves for the impairment of the container rental equipment carrying values may be necessary based upon changes in market and economic conditions. |
(Continued)
8
CRONOS GLOBAL INCOME FUND XVI, L.P.
Notes to Unaudited Condensed Financial Statements
(f) | Financial Statement Presentation | |||
These financial statements have been prepared without audit pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (GAAP) have been condensed or omitted pursuant to such rules and regulations, although the Registrant believes that the disclosures are adequate to make the information presented not misleading. It is suggested that these financial statements be read in conjunction with the financial statements and accompanying notes in the Partnerships December 31, 2003 Annual Report on Form 10-K. | ||||
The interim financial statements presented herewith reflect in the opinion of management, all adjustments of a normal recurring necessary to present fairly the results for the interim periods 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 earned by the Leasing Company under operating leases to ocean carriers for the containers owned by the Partnership, as well as proceeds earned from container disposals. Net lease receivables at March 31, 2004 and December 31, 2003 were as follows: |
March 31, | December 31, | |||||||
2004 |
2003 |
|||||||
Gross lease receivables |
$ | 639,899 | $ | 689,966 | ||||
Less: |
||||||||
Direct operating payables and accrued expenses |
315,316 | 295,401 | ||||||
Damage protection reserve |
40,113 | 44,426 | ||||||
Base management fees payable |
28,870 | 25,546 | ||||||
Reimbursed administrative expenses |
14,065 | 15,843 | ||||||
Allowance for doubtful accounts |
49,990 | 43,523 | ||||||
Net lease receivables |
$ | 191,545 | $ | 265,227 | ||||
(Continued)
9
CRONOS GLOBAL INCOME FUND XVI, 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 earned by the Leasing Company under operating leases to ocean carriers for the containers owned by the Partnership. Net lease revenue for the three-month periods ended March 31, 2004 and 2003 was as follows: |
Three Months Ended |
||||||||
March 31, | March 31, | |||||||
2004 |
2003 |
|||||||
Rental revenue (note 4) |
$ | 981,640 | $ | 1,015,296 | ||||
Less: |
||||||||
Rental equipment operating expenses |
227,642 | 160,946 | ||||||
Base management fees |
68,718 | 70,315 | ||||||
Reimbursed administrative expenses |
51,797 | 47,607 | ||||||
Net lease revenue |
$ | 633,483 | $ | 736,428 | ||||
(4) | Operating Segment | |||
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 enterprises 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 operates the Partnerships container fleet as a homogenous unit and has determined, that as such it has a single reportable operating segment. | ||||
The Partnership derives its revenues from dry cargo, refrigerated and tank containers used by its customers in global trade routes. As of March 31, 2004, the Partnership operated 4,394 twenty-foot, 1,474 forty-foot and 1,725 forty-foot high-cube marine dry cargo containers, as well as 87 twenty-foot and 297 forty-foot high-cube refrigerated cargo containers, and 52 twenty-four thousand-liter tanks. A summary of gross lease revenue, by product, for the three-month periods ended March 31, 2004 and 2003 follows: |
Three Months Ended |
||||||||
March 31, | March 31, | |||||||
2004 |
2003 |
|||||||
Dry cargo containers |
$ | 655,302 | $ | 671,516 | ||||
Refrigerated containers |
286,909 | 312,092 | ||||||
Tank containers |
39,429 | 31,688 | ||||||
Total |
$ | 981,640 | $ | 1,015,296 | ||||
Due to the Partnerships lack of information regarding the physical location of its fleet of containers when on lease in the global shipping trade, the Partnership believes that it does not possess discernible geographic reporting segments as defined in SFAS No. 131 (SFAS 131), Disclosures about Segments of an Enterprise and Related Information. |
(Continued)
10
CRONOS GLOBAL INCOME FUND XVI, L.P.
Notes to Unaudited Condensed Financial Statements
(5) | Equipment Debt | |||
As of March 31, 2004, the Partnerships existing term loan debt was $1,891,350, plus estimated accrued interest of $4,838. On March 30, 2000, the Partnership borrowed $5,043,600 under a term loan for the purpose of acquiring additional equipment. The loan will be repaid in nine remaining equal quarterly installments plus interest, through May 31, 2006. Interest accrues at the rate of 1.75% above the LIBOR rate which is calculated on the first day of each quarterly interest period. Over the life of the loan, the interest rates have ranged from 2.87% to 8.58%. The loan is secured by containers owned by the Partnership, as well as any income generated in connection with the containers including lease revenue and sales proceeds. A restricted deposit of $750,000 is held in an account with the lender as additional collateral and is included in Other Assets on the Balance Sheet. | ||||
As of March 31, 2004, the estimated fair value of the term loan debt was $1,892,833. The fair value of the term loan has been calculated using the market rates prevailing at February 29, 2004. |
11
Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
The following discussion of the Registrants historical financial condition and results of operations should be read in conjunction with the Registrants December 31, 2003 Annual Report on Form 10-K and the financial statements and the notes thereto appearing elsewhere in this report.
General
A Leasing Agent Agreement exists between the Registrant and the Leasing Company, 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 Registrants 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. At March 31, 2004, 97% of the original equipment remained in the Registrants fleet, compared to 98% at December 31, 2003. The following chart summarizes the composition of the Registrants fleet (based on container type) at March 31, 2004.
Dry Cargo | Refrigerated | Tank | ||||||||||||||||||||||
Containers |
Containers |
Containers |
||||||||||||||||||||||
40-Foot | 40-Foot | |||||||||||||||||||||||
20-Foot |
40-Foot |
High-Cube |
20-Foot |
High-Cube |
24,000-Liter |
|||||||||||||||||||
Containers on lease: |
||||||||||||||||||||||||
Master lease |
2,633 | 662 | 836 | 47 | 98 | 27 | ||||||||||||||||||
Term lease (1-5
years) |
1,298 | 605 | 814 | 31 | 174 | 21 | ||||||||||||||||||
Subtotal |
3,931 | 1,267 | 1,650 | 78 | 272 | 48 | ||||||||||||||||||
Containers off lease |
463 | 207 | 75 | 9 | 25 | 4 | ||||||||||||||||||
Total container fleet |
4,394 | 1,474 | 1,725 | 87 | 297 | 52 | ||||||||||||||||||
Dry Cargo | Refrigerated | Tank | ||||||||||||||||||||||||||||||||||||||||||||||
Containers |
Containers |
Containers |
||||||||||||||||||||||||||||||||||||||||||||||
40-Foot | ||||||||||||||||||||||||||||||||||||||||||||||||
20-Foot |
40-Foot |
High-Cube |
20-Foot |
40-Foot |
24,000-Liter |
|||||||||||||||||||||||||||||||||||||||||||
Units |
% |
Units |
% |
Units |
% |
Units |
% |
Units |
% |
Units |
% |
|||||||||||||||||||||||||||||||||||||
Total purchases |
4,553 | 100 | % | 1,500 | 100 | % | 1,750 | 100 | % | 90 | 100 | % | 300 | 100 | % | 52 | 100 | % | ||||||||||||||||||||||||||||||
Less disposals |
159 | 3 | % | 26 | 2 | % | 25 | 1 | % | 3 | 3 | % | 3 | 1 | % | | | % | ||||||||||||||||||||||||||||||
Remaining fleet at
March 31, 2004 |
4,394 | 97 | % | 1,474 | 98 | % | 1,725 | 99 | % | 87 | 97 | % | 297 | 99 | % | 52 | 100 | % | ||||||||||||||||||||||||||||||
A general surge in trade volumes during the three-month period ending March 31, 2004 contributed to robust container leasing market conditions and high levels of demand for new and existing containers. The Registrants own dry cargo containers utilization measured 90% at March 31, 2004, compared to 89% at December 31, 2003.
Industry analysts report that the surge in trade volumes exasperated operational inefficiencies within the worlds ports and railroads, contributing to congestion and the absorption of containers from the shipment chain as turnaround times for containers increased. Additionally, the production of additional, new containers was hampered by steel shortages, affecting the container manufacturers ability to meet the increase in demand. Chinas rise in foreign investment, trade revenues and consumer spending has resulted in high levels of spending on infrastructure projects and industrial production, and accordingly, the consumption of large quantities of steel, aluminum and other raw materials. This shortage of steel and other raw materials has had implications for the container leasing and shipping industries. Container manufacturers were forced to reduce the level of container production, and as a result, fewer new containers were available to meet the increase in demand, resulting in an increase in container prices. The price of a new twenty-foot dry cargo container increased from $1,350 in the fourth quarter of 2003 to $2,000 in the first quarter of 2004. Also contributing to the drastic rise in container prices were increases in the price of steel, primarily due to increases in the cost of steel components, iron ore and coke. A number of major leasing companies and shipping lines have reported that the combination of rising container prices and manufacturer production shortages will result in lower container acquisition targets for 2004.
12
The increase in demand for containers, combined with the reduction in new container production, has contributed to reducing off-hire inventories of existing, older containers throughout the world, as shipping lines employed leased containers to meet their container requirements. The strong demand has also resulted in many leasing companies delaying and canceling their container disposal programs. Should the price of new containers decline or the level of new container production increase, the demand for existing older containers, such as those owned by the Registrant, could diminish.
Per-diem rates for new containers are rising in line with the increase in new container costs. Industry analysts are predicting per-diem rates for existing fleets of containers to also increase for the duration of the steel and container supply shortages. The opinion of the analysts is divided on whether the steel shortage will correct in the second half of 2004 or whether it will be long term in nature. Although per-diem rates are predicted to increase for existing fleets of containers, such as those owned by the Registrant, actual increases will not be realized until a significant number of the Leasing Companys sub-leases with the shipping lines expire and are renegotiated at higher per-diem rates. The Registrants average dry cargo container per-diem rate for the three-month period ended March 31, 2004 declined approximately 4% in comparison to the same period in the prior year, however, this average per-diem rate was consistent with the average per-diem rate realized for the three-month period ended December 31, 2003.
Although favorable market conditions currently exist for container lessors, the container shortages and their rising costs may negatively impact the shipping lines. Although shipping lines have experienced an increase in freight rates in line with strong demand on major trade routes, particularly the Asia to Europe and Asia to US routes, shipping lines are under financial pressures. Sharply rising charter rates for ships, combined with the rise in steel prices, the related increase in new container prices, and rising costs associated with implementing higher levels of security within the shipping industry have created a concern for both the shipping lines and leasing companies. Current conditions appear to favor the larger more established shipping lines, which have witnessed strong recoveries in their performance over the last few years. The Registrant, CCC and the Leasing Company remain cautious, and continue to monitor the aging of lease receivables, collections and the credit exposure to various existing and new customers. The financial impact of losses from these shipping lines may eventually influence the demand for leased containers, as some shipping lines may experience additional financial difficulties, consolidate, or become insolvent. The ultimate outcome, as well as its impact on the container leasing industry and the Registrants results of operations is unknown, however CCC, on behalf of the Registrant, believes that its leasing strategies will assist in reducing these risks.
Lastly, wide-ranging concerns remain regarding recovery of the worlds major economies, performance of global stock markets, geopolitical concerns arising from uncertainties within the Middle East and Asia, as well as new container production levels, all of which may temper the current demand for leased containers.
The Registrants average fleet size and utilization rates for the three-month periods ended March 31, 2004 and 2003 were as follows:
Three Months Ended |
||||||||
March 31, | March 31, | |||||||
2004 |
2003 |
|||||||
Average fleet size (measured in twenty-foot
equivalent units (TEU)) |
||||||||
Dry cargo containers |
10,808 | 10,890 | ||||||
Refrigerated containers |
681 | 683 | ||||||
Tank containers |
52 | 52 | ||||||
Average Utilization |
||||||||
Dry cargo containers |
88 | % | 86 | % | ||||
Refrigerated containers |
88 | % | 99 | % | ||||
Tank containers |
92 | % | 67 | % |
The primary component of the Registrants 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 Registrants containers. Net lease revenue is directly related to the size, utilization and per-diem rental rates of the Registrants fleet.
13
Three Months Ended March 31, 2004 Compared to the Three Months Ended March 31, 2003
Net lease revenue of $633,483 for the three months ended March 31, 2004 was $102,945 lower than in the corresponding period of 2003. The decrease was primarily due to an increase in rental equipment operating expenses of $66,696 when compared to the same three month period in 2003, as well as a $33,656 decrease in gross lease revenue. Rental equipment operating expenses increased primarily due to repositioning costs incurred during January 2004, as containers were moved from low demand locations to high demand locations, as well as an increase in repair and maintenance expenses. Repositioning expenses are expected to decline in subsequent periods in response to the increase in demand for containers and lower inventory levels.
Depreciation expense of $482,399 for the three months ended March 31, 2004 was $3,194 lower than the same period in 2003.
Other general and administrative expenses were $19,179 in the first quarter of 2004, consistent with the corresponding period of 2003.
Net gain on disposal of equipment was a result of the Registrant disposing of 34 containers during the three-month period ended March 31, 2004. Similarly, 13 containers were disposed of during the same period in 2003. These disposals resulted in a net gain of $272 compared to a net loss of $367 for the three-month periods ended March 31, 2004 and 2003, respectively. The Registrant believes that the net gain on container disposals in the three-month period ended March 31, 2004 was a result of various factors including the volume of disposed containers, 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 Registrants container disposals in subsequent periods, as well as the price of steel, new container prices, and the current leasing markets impact on sales prices for existing, older containers, such as those owned by the Registrant, will also contribute to fluctuations in the net gain or loss on disposals. There were no reductions to the carrying value of container rental equipment due to impairment during the three-month periods ended March 31, 2004 and 2003.
Liquidity and Capital Resources
Cash from Operating Activities: Net cash provided by operating activities was $666,264 and $733,840 during the first three months of 2004 and 2003, respectively, primarily generated from the billing and collection of net lease revenue.
Cash from Investing Activities: Net cash provided by investing activities during the three-month periods ended March 31, 2004 and 2003 included sales proceeds generated from the sale of rental equipment of $59,994 and $15,010, respectively.
Cash from Financing Activities: Net cash used in financing activities was $826,432 during the first three months of 2004. This amount was comprised of distributions to the Registrants general and limited partners totaling $616,282, and the repayment of the Registrants term debt in the amount of $210,150. In comparison, during the first three months of 2003, net cash used in financing activities was $714,741. This amount was comprised of distributions to the Registrants general and limited partners totaling $504,591 and the repayment of term debt totaling $210,150. The loan, due to expire in the year 2006, is scheduled to be repaid in nine remaining quarterly installments from the Registrants cash generated from operations. CCC will evaluate the Registrants ability to repay the remaining loan balance prior to December 31, 2004. Early repayment of this loan may require the Registrant to utilize most, if not all, of its cash balances, and subsequent to the repayment of the loan, defer payment of its management fee and reimbursable administrative expenses due to CCC and the Leasing Company while replenishing its working capital reserves.
Capital Resources
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 service its term debt, make distributions to its general and limited partners, and finance current operating needs. Quarterly distributions are also affected by periodic increases or decreases to working capital reserves, as deemed appropriate by CCC, to ensure cash reserves on hand are sufficient to meet the Registrants operating requirements. No credit lines are maintained to finance working capital.
14
Critical Accounting Policies
The Registrants accounting policies are fundamental to understanding managements discussion and analysis of results of operations and financial condition. The Registrant has identified three policies as being significant because they require the Registrant to make subjective and/or complex judgments about matters that are inherently uncertain. These policies include the following:
| Container equipment - depreciable lives |
| Container equipment - valuation |
| Allowance for doubtful accounts |
The Registrant, in consultation with its audit committee, has reviewed and approved these significant accounting policies which are further described in the Registrants 2003 Annual Report on Form 10-K.
Inflation
The Registrant believes inflation has not had a material adverse effect on the results of its operations.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Exchange rate risk: Substantially all of the Registrants revenues are billed and paid in US dollars and a significant portion of costs are billed and paid in US dollars. The Leasing Company believes that the proportion of US dollar revenues may decrease in future years, reflecting a more diversified customer base and lease portfolio. Of the remaining costs, the majority are individually small, unpredictable and incurred in various denominations and thus are not suitable for cost effective hedging.
The Leasing Company may hedge 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 Registrant and Leasing Company, there can be no assurance that such fluctuations will not adversely affect its results of operations and financial condition.
Interest rate risk: Outstanding borrowings are subject to interest rate risk. At March 31, 2004, 100% of total borrowings had floating interest rates. The Registrant conducted an analysis of variable interest rate borrowing to determine its sensitivity to interest rate changes. In this analysis, the same change was applied to the current balance outstanding, leaving all other factors constant. It was found that if a 10% increase were applied to market rates, the expected effect would not significantly reduce annual cash flows of the Registrant.
Item 4. Controls and Procedures
The principal executive and principal financial officers of CCC have evaluated the disclosure controls and procedures of the Registrant as of the end of the period covered by this report. As used herein, the term disclosure controls and procedures has the meaning given to the term by Rule 13a-15 under the Securities Exchange Act of 1934, as amended (Exchange Act), and includes the controls and other procedures of the Registrant that are designed to ensure that information required to be disclosed by the Registrant in the reports that it files with the SEC under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SECs rules and forms. Based upon their evaluation, the principal executive and principal financial officers of CCC have concluded that the Registrants disclosure controls and procedures were effective such that the information required to be disclosed by the Registrant in this report is recorded, processed, summarized and reported within the time periods specified in the SECs rules and forms applicable to the preparation of this report and is accumulated and communicated to CCCs management, including CCCs principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosures.
There have been no significant changes in the Registrants internal controls or in other factors that could significantly affect the Registrants internal controls subsequent to the evaluation described above conducted by CCCs principal executive and financial officers.
15
PART II - OTHER INFORMATION
Item 1. | Legal Proceedings | |||
Not applicable. |
Item 2. | Changes in Securities and Use of Proceeds | |||
Not applicable. |
Item 3. | Defaults Upon Senior Securities | |||
Not applicable. |
Item 4. | Submissions of Matters to a Vote of Securities Holders | |||
Not applicable. |
Item 5. | Other Information | |||
Not applicable. |
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 28, 1995 | * | ||
3(b)
|
Certificate of Limited Partnership of the Registrant | ** | ||
10 |
Form of Leasing Agent Agreement with Cronos Containers Limited | *** | ||
31.1
|
Rule 13a-14 Certification | Filed with this document | ||
31.2
|
Rule 13a-14 Certification | Filed with this document | ||
32
|
Section 1350 Certification | 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 March 31, 2004. |
* | Incorporated by reference to Exhibit A to the Prospectus of the Registrant dated December 28, 1995, included as part of Registration Statement on Form S-1 (No. 33-98290) | |
** | Incorporated by reference to Exhibit 3.2 to the Registration Statement on Form S-1 (No. 33-98290) | |
*** | Incorporated by reference to Exhibit 10.2 to the Registration Statement on Form S-1 (No. 33-98290) | |
**** | This certification, required by Section 906 of the Sarbanes-Oxley Act of 2002, other than as required by Section 906, is not to be deemed filed with the Commission or subject to the rules and regulations promulgated by the Commission under the Securities Exchange Act of 1934, as amended, or to the liabilities of Section 18 of said Act. |
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 XVI, 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: May 14, 2004
17
EXHIBIT INDEX
Exhibit | ||||
No. |
Description |
Method of Filing |
||
3(a)
|
Limited Partnership Agreement of the Registrant, amended and restated as of December 28, 1995 | * | ||
3(b)
|
Certificate of Limited Partnership of the Registrant Form of Leasing Agent Agreement with Cronos | ** | ||
10
|
Containers Limited | *** | ||
31.1
|
Rule 13a-14 Certification | Filed with this document | ||
31.2
|
Rule 13a-14 Certification | Filed with this document | ||
32
|
Section 1350 Certification | Filed with this document **** |
* | Incorporated by reference to Exhibit A to the Prospectus of the Registrant dated December 28, 1995, included as part of Registration Statement on Form S-1 (No. 33-98290) | |
** | Incorporated by reference to Exhibit 3.2 to the Registration Statement on Form S-1 (No. 33-98290) | |
*** | Incorporated by reference to Exhibit 10.2 to the Registration Statement on Form S-1 (No. 33-98290) | |
**** | This certification, required by Section 906 of the Sarbanes-Oxley Act of 2002, other than as required by Section 906, is not deemed to be filed with the Commission or subject to the rules and regulations promulgated by the Commission under the Securities Exchange Act of 1934, as amended, or to the liabilities of Section 18 of said Act. |