-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, CfhYAw/9dM5BUdcLmZf6MkbTHk8nTmKC2QYLHSOr9zALD+rdDx1TSurtaGO7dX8y X4ZzHNnoltxKo78df2Dzbg== 0000950149-96-001210.txt : 19960814 0000950149-96-001210.hdr.sgml : 19960814 ACCESSION NUMBER: 0000950149-96-001210 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19960630 FILED AS OF DATE: 19960813 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: CRONOS GLOBAL INCOME FUND XVI LP CENTRAL INDEX KEY: 0001002519 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-EQUIPMENT RENTAL & LEASING, NEC [7359] IRS NUMBER: 943230380 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-27496 FILM NUMBER: 96609228 BUSINESS ADDRESS: STREET 1: 444 MARKET ST 15TH FLOOR STREET 2: C/O CRONOS CAPITAL CORP CITY: SAN FRANCISCO STATE: CA ZIP: 94111 BUSINESS PHONE: 4156778990 MAIL ADDRESS: STREET 1: 444 MARKET ST 15TH FLOOR STREET 2: C/O CRONOS CAPITAL CORP CITY: SAN FRANCISCO STATE: CA ZIP: 94111 10-Q 1 FORM 10-Q 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, 1996 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. (Exact name of registrant as specified in its charter) California 94-3230380 (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 XVI, L.P. REPORT ON FORM 10-Q FOR THE QUARTERLY PERIOD ENDED JUNE 30, 1996 TABLE OF CONTENTS
PAGE PART I - FINANCIAL INFORMATION Item 1. Financial Statements Balance Sheets - June 30, 1996 (unaudited) and December 31, 1995 4 Statements of Operations for the three-month period ended June 30, 1996 and the period March 29, 1996 (Commencement of Operations) to June 30, 1996 (unaudited) 5 Statement of Cash Flows for the period March 29, 1996, (Commencement of Operations) to June 30, 1996 (unaudited) 6 Notes to Financial Statements (unaudited) 7 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 11 PART II - OTHER INFORMATION Item 5. Other Materially Important Events 13 Item 6. Exhibits and Reports on Form 8-K 14
2 3 PART I - FINANCIAL INFORMATION Item 1. Financial Statements Presented herein are the Registrant's balance sheets as of June 30, 1996 and December 31, 1995, statement of operations for the three months ended June 30, 1996 and the period March 29, 1996 (commencement of operations) to June 30, 1996, and statement of cash flows for the period March 29, 1996 (commencement of operations) to June 30, 1996. 3 4 CRONOS GLOBAL INCOME FUND XVI, L.P. BALANCE SHEETS (UNAUDITED)
June 30, December 31, 1996 1995 -------- ------------ Assets Current assets: Cash, includes $323,181 at June 30, 1996 and $100 at December 31, 1995 in interest-bearing accounts $ 330,472 $100 Short-term investments 550,000 - Net lease receivables due from Leasing Company (notes 1 and 2) 73,743 - ----------- ---- Total current assets 954,215 100 ----------- ---- Container rental equipment, at cost 18,088,130 - Less accumulated depreciation 176,366 - ----------- ---- Net container rental equipment 17,911,764 - ----------- ---- Organizational costs, net 785,953 - ----------- ---- $19,651,932 $100 =========== ==== Liabilities and Partners' Capital Current liabilities: Due to general partner (notes 1 and 3) $ 260,134 $ - Due to manufacturers 5,163,393 - ----------- ---- Total current liabilities 5,423,527 - ----------- ---- Partners' capital: General partner 1,196 - Limited partners 14,227,209 100 ----------- ---- Total partners' capital 14,228,405 100 ----------- ---- $19,651,932 $100 =========== ====
The accompanying notes are an integral part of these statements 4 5 CRONOS GLOBAL INCOME FUND XVI, L.P. STATEMENTS OF OPERATIONS (UNAUDITED)
Three For the Period March 29, 1996 Months Ended (Commencement of Operations) June 30, 1996 through June 30, 1996 ------------- ----------------------------- Net lease revenue (notes 1 and 4) $209,056 $210,966 Other operating expenses: Depreciation and amortization 163,544 182,302 Other general and administrative expenses 5,412 5,412 -------- -------- 168,956 187,714 -------- -------- Earnings from operations 40,100 23,252 Other income: Interest income 27,874 27,874 -------- -------- Net earnings $ 67,974 $ 51,126 ======== ======== Allocation of net earnings: General partner $ 1,940 $ 1,771 Limited partners 66,034 49,355 -------- -------- $ 67,974 $ 51,126 ======== ======== Limited partners' per unit share of net earnings $ .26 $ .12 ======== ========
The accompanying notes are an integral part of these statements 5 6 CRONOS GLOBAL INCOME FUND XVI, L.P. STATEMENT OF CASH FLOWS (UNAUDITED)
For the Period March 29, 1996, (Commencement of Operations) through June 30, 1996 ------------------------------- Net cash provided by operating activities $ 160,081 Cash flows used in investing activities: Purchase of container rental equipment (12,063,397) Acquisition fees to general partner (603,170) ------------ Net cash used in investing activities (12,666,567) ------------ Cash flows provided by (used in) financing activities: Capital contributions 15,786,320 Underwriting commissions (1,578,642) Offering and organizational expenses (789,321) Distribution to partners (31,499) ------------ Net cash provided by financing activities 13,386,858 ------------ Net increase in cash and cash equivalents 880,372 Cash and cash equivalents at January 1 100 ------------ Cash and cash equivalents at June 30 $ 880,472 ============
The accompanying notes are an integral part of this statement 6 7 CRONOS GLOBAL INCOME FUND XVI, L.P. NOTES TO UNAUDITED 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. Cronos Capital Corp. ("CCC") is the general partner and, with its affiliate Cronos Containers Limited (the "Leasing Company"), manages and controls the business of the Partnership. (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 two to five years). Master leases do not specify the exact number of containers to be leased or the term that each container will remain on hire but allow the ocean carrier to pick up and drop off containers at various locations; rentals are based upon the number of containers used and the applicable per-diem rate. Accordingly, rentals under master leases are all variable and contingent upon the number of containers used. Most containers are leased to ocean carriers under master leases; leasing agreements with fixed payment terms are not material to the financial statements. Since there are no material minimum lease rentals, no disclosure of minimum lease rentals is provided in these financial statements. (c) Basis of Accounting The Partnership utilizes the accrual method of accounting. Revenue is recognized when earned. The Partnership has determined that for accounting purposes the Leasing Agent Agreement is a lease, and the receivables, payables, gross revenues and operating expenses attributable to the containers managed by the Leasing Company are, for accounting purposes, those of the Leasing Company and not of the Partnership. Consequently, the Partnership's balance sheets and statements of operations display the payments to be received by the Partnership from the Leasing Company as the Partnership's receivables and revenues. (Continued) 7 8 CRONOS GLOBAL INCOME FUND XVI, L.P. NOTES TO UNAUDITED FINANCIAL STATEMENTS (d) Financial Statement Presentation These financial statements have been prepared without audit. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting procedures have been omitted. It is suggested that these financial statements be read in conjunction with the financial statements and accompanying notes in the Partnership's latest annual report on Form 10-K. The preparation of financial statements in conformity with generally accepted accounting principles (GAAP) requires the Partnership to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reported period. The interim financial statements presented herewith reflect all adjustments of a normal recurring nature which are, in the opinion of management, necessary to a fair statement of the financial condition and results of operations for the interim periods presented. (2) Net Lease Receivables Due from Leasing Company Net lease receivables due from the Leasing Company are determined by deducting direct operating payables and accrued expenses, base management fees payable, and reimbursed administrative expenses payable to CCC, the Leasing Company, 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, 1996 and December 31, 1995 were as follows:
June 30, December 31, 1996 1995 -------- ------------ Lease receivables, net of doubtful accounts of $2,625 at June 30, 1996 $397,058 $ - Less: Direct operating payables and accrued expenses 284,785 - Damage protection reserve 364 - Base management fees 19,901 - Reimbursed administrative expenses 18,265 - -------- --- $ 73,743 $ - ======== ===
(Continued) 8 9 CRONOS GLOBAL INCOME FUND XVI, L.P. NOTES TO UNAUDITED FINANCIAL STATEMENTS (3) Due to General Partner The amount due to CCC and its affiliates at June 30, 1996 consists of acquisition fees. (4) Net Lease Revenue Net lease revenue is determined by deducting direct operating expenses, management fees and reimbursed administrative expenses to CCC, the Leasing Company, 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 months ended June 30, 1996 and the period March 29, 1996 (commencement of operations) through June 30, 1996 was as follows:
Three For the Period March 29, 1996 Months Ended (Commencement of Operations) June 30, 1996 through June 30, 1996 ------------- ----------------------------- Rental revenue $333,195 $335,495 Rental equipment operating expenses 83,201 83,201 Base management fees 22,832 23,063 Reimburse administrative expenses 18,106 18,265 -------- -------- $209,056 $210,966 ======== ========
(Continued) 9 10 CRONOS GLOBAL INCOME FUND XVI, L.P. NOTES TO UNAUDITED FINANCIAL STATEMENTS (5) Equipment Purchases As of June 30, 1996, the Partnership had purchased the following types of equipment:
Purchased from Purchased Container Total Equipment Type from CCC Manufacturers Purchased -------------- --------- -------------- --------- Dry Cargo Containers: Twenty-foot - 3,486 3,486 Forty-foot - 350 350 Forty-foot high-cube - 100 100 Refrigerated Cargo Containers: Twenty-foot - 90 90 Forty-foot high-cube - 200(1) 200 Tank Containers: Twenty-foot - 48 48
The aggregate purchase price (excluding acquisition fees) of the equipment acquired by the Partnership through June 30, 1996 was $17,226,780, of which $12,063,397 was paid from the Net Proceeds of this offering, and $5,163,383 remained payable to equipment manufacturers. The aggregate equipment had been acquired from third-party container manufacturers located in South Korea, India, the People's Republic of China, Thailand, Taiwan, Germany and the United Kingdom. At June 30, 1996, the Partnership had committed to purchase from container manufacturers an additional 334 twenty-foot, 2,118 forty-foot and 600 forty-foot high-cube dry cargo containers, as well as 9 twenty-foot tank containers, at an aggregate manufacturers' invoice cost of approximately $11,017,000. The Partnership expects to accept delivery of this new equipment during the third quarter of 1996. The Partnership's purchase obligations are conditional upon its raising sufficient gross proceeds from its offering and/or borrowing to fund the purchases. - ------------------ (1) A portion of this amount reflects refrigerated container components accepted by the Partnership. At June 30, 1996, the process of manufacturing each component into a refrigerated cargo container was not complete. The containers are expected to be completed and delivered to the Partnership during the third quarter of 1996. 10 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. 1) Material changes in financial condition between June 30, 1996 and December 31, 1995. The Registrant 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. The Registrant was initially capitalized with $100 and commenced offering its limited partnership interests to the public subsequent to December 28, 1995, pursuant to its Registration Statement on Form S-1 (File No. 33-98290). The Registrant commenced operations on March 29, 1996. The offering will continue until December 27, 1997, or until all of the limited partnership interests are sold, whichever occurs first. At June 30, 1996, the Registrant had raised $15,786,420 through the offering of limited partnership interests, from which it had paid brokerage commissions, reimbursed the General Partner for public offering expenses, and purchased equipment. The following table sets forth the use of said subscription proceeds as of June 30, 1996.
Percentage of Amount Gross Proceeds ------ -------------- Gross Subscription Proceeds $15,786,420 100.0% Public Offering Expenses: Underwriting Commissions 1,578,642 10.0% Offering and Organizational Expenses 789,321 5.0% ----------- ----- Total Public Offering Expenses 2,367,963 15.0% ----------- ----- Net Proceeds 13,418,457 85.0% Acquisition Fees 603,170 3.8% Working Capital Reserve 157,864 1.0% Unexpended Proceeds 594,026 3.8% ----------- ----- Gross Proceeds Invested in Equipment $12,063,397 76.4% =========== =====
At June 30, 1996, the Registrant had committed to purchase from container manufacturers an additional 334 twenty-foot, 2,118 forty-foot and 600 forty-foot high-cube dry cargo containers, as well as 9 twenty-foot tank containers, at an aggregate manufacturers' invoice cost of approximately $11,017,000. The Registrant expects to accept delivery of this new equipment during the third quarter of 1996. The Partnership's purchase obligations are conditional upon its raising sufficient gross proceeds from its offering and/or borrowing to fund the purchases. 11 12 2) Material changes in the results of operations between the three-month periods ended June 30, 1996 and June 30, 1995, the period ended March 29, 1996 (commencement of operations) to June 30, 1996 and the six-month period ended June 30, 1995. The Registrant did not commence operations until March 29, 1996, therefore a discussion of comparative periods cannot be made. For the period March 29, 1996 to June 30, 1996, the Registrant's net earnings were $51,126, comprised of net lease revenue, depreciation, other general and administrative expenses and interest income. The Registrant's net lease revenue is directly related to the size of its fleet as well as the utilization and lease rates of the equipment owned by the Registrant. Direct operating expenses include repositioning costs, storage and handling expenses, agent fees and insurance premiums, as well as provisions for doubtful accounts and repair costs for containers covered under damage protection plans. Direct operating costs are affected by the quantity of off-hire containers as well as the frequency at which the containers are redelivered. During the build-up phase of the Registrant's fleet, direct operating costs may be greater if containers purchased directly from container manufacturers experience an off-hire period while they are marketed and repositioned for initial lease-out. During that period, the Registrant incurs storage, handling and repositioning costs. At the same time, direct operating costs may be lessened with respect to containers purchased directly from the general partner. Such containers are generally on-hire and generating revenues at the time of purchase. The Registrant's fleet size, as measured in twenty-foot equivalent units ("TEU"), and average utilization rates at March 31, 1996 and June 30, 1996 were as follows:
March 31, June 30, 1996 1996 --------- ------- Fleet size (measured in twenty-foot equivalent units (TEU)): Dry cargo containers 600 2,675 Refrigerated containers 35 209 Tank containers 17 36 Average utilization: Dry cargo containers 7.3% 39% Refrigerated containers - % 63% Tank containers - % 37%
The per-diem rental rates and utilization levels of the Registrant's fleet are expected to fluctuate during the Registrant's build-up phase of operations during 1996 and 1997. Additionally, the Registrant commenced its operations during a period of general softening within the container leasing market. At June 30, 1996, container inventories remained at larger-than-usual levels, resulting in lower utilizations. However, the Registrant has benefited from these conditions, as containers have been acquired from manufacturers at favorable prices. Market conditions have also subjected base per-diem rental rates to downward pressures. Since the first quarter of 1996, the Leasing Company has implemented various market strategies, including but not limited to, offering incentives to shipping companies and repositioning containers to higher demand locations in order to counter these market conditions. Accordingly, ancillary per-diems have fluctuated, favoring a downward trend, while free-day incentives offered to shipping companies have risen. Currently, there are no visible signs of improvements in the leasing market and hence further downward pressure on rental rates can be expected in ensuing quarters. As a result, these leasing market conditions should impact the Registrant's results from operations during the remainder of 1996. 12 13 PART II - OTHER INFORMATION Item 5. Other Materially Important Events Equipment Acquisitions Pursuant to the undertakings made in its Registration Statement No. 33-98290, Section 7.2 (h) of the Partnership Agreement, the Registrant had purchased the following types of equipment as of June 30, 1996:
Purchased Registrant's Purchased from from Container Total Average Cost Equipment Type the General Partner Manufacturers Purchased Per Container -------------- ------------------- -------------- ---------- ------------- Dry Cargo Containers: Twenty-foot - 3,486 3,486 $ 2,393 Forty-foot - 350 350 $ 3,627 Forty-foot high-cube - 100 100 $ 3,950 Refrigerated Cargo Containers: Twenty-foot - 90 90 $25,231 Forty-foot high-cube - 200(1) 200 $18,492 Tank Containers: Twenty-foot - 48 48 $25,405
The aggregate purchase price (excluding acquisition fees) of the equipment acquired by the Registrant through June 30, 1996 was $17,226,780, of which $12,063,397 was paid from the Net Proceeds of this offering, and $5,163,383 remained payable to equipment manufacturers. The aggregate equipment had been acquired from third-party container manufacturers located in South Korea, India, Indonesia, the People's Republic of China, Thailand, Taiwan, Germany and the United Kingdom. At June 30, 1996, the Registrant had committed to purchase from container manufacturers an additional 334 twenty-foot, 2,118 forty-foot and 600 forty-foot high-cube dry cargo containers, as well as 9 twenty-foot tank containers at an aggregate manufacturers' invoice cost of approximately $11,017,000. - ------------------ (1) A portion of this amount reflects refrigerated container components accepted by the Registrant. At June 30, 1996, the process of manufacturing each component into a refrigerated cargo container was not complete. The containers are expected to be completed and delivered to the Registrant during the third quarter of 1996. The average cost of these refrigerated containers is expected to be $25,550 per container. 13 14 PART II - OTHER INFORMATION 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 thebRegistrant ** 10 Form of Leasing Agent Agreement with Cronos Containers Limited *** 27 Financial Data Schedule Filed with this document
(b) Reports on Form 8-K In lieu of filing a current report on Form 8-K, the Registrant has provided in Part II, Item 5 hereof, a description of its purchase of marine cargo containers during the period March 29, 1996 (commencement of operations) to June 30, 1996. - ---------------- * 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) 14 15 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/ JOHN KALLAS --------------------------------------- John Kallas Vice President, Chief Financial Officer Principal Accounting Officer Date: August 13, 1996 15 16 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 ** 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 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) EX-27 2 FINANCIAL DATA SCHEDULE
5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE BALANCE SHEET AT JUNE 30, 1996 (UNAUDITED) AND THE STATEMENT OF OPERATIONS FOR THE PERIOD MARCH 29, 1996 (COMMENCEMENT OF OPERATIONS) TO JUNE 30, 1996 (UNAUDITED) AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS INCLUDED AS PART OF ITS REPORT ON FORM 10-Q FOR THE PERIOD MARCH 29, 1996 (COMMENCEMENT OF OPERATIONS) TO JUNE 30, 1996 6-MOS DEC-31-1996 JAN-01-1996 JUN-30-1996 880,472 0 73,743 0 0 954,215 18,088,130 176,366 19,651,932 5,423,527 0 0 0 0 14,228,405 19,651,932 0 210,966 0 187,714 0 0 0 0 0 0 0 0 0 51,126 0 0
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