<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
[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: 0-24464
THE CRONOS GROUP
(Exact name of Registrant as specified in its charter)
LUXEMBOURG NOT APPLICABLE
(State or other Jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
16, ALLEE MARCONI, BOITE POSTALE 260, L-2120 LUXEMBOURG
(Address of principal executive offices)(zip code)
Registrant's telephone number, including area codes:
(352) 453145
-------------------------
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 [ ]
THE NUMBER OF COMMON SHARES OUTSTANDING AS OF AUGUST 9, 2000:
<TABLE>
<CAPTION>
CLASS NUMBER OF SHARES OUTSTANDING
----- ----------------------------
<S> <C>
Common 9,158,378
</TABLE>
<PAGE> 2
THE CRONOS GROUP
TABLE OF CONTENTS
<TABLE>
<S> <C>
PART I -- FINANCIAL INFORMATION...................................................... 1
Item 1 -- Financial Statements..................................................... 1
Management Representation........................................................ 1
Condensed Consolidated Statements of Operations.................................. 2
Condensed Consolidated Balance Sheets............................................ 3
Consolidated Statements of Cash Flows............................................ 4
Consolidated Statements of Shareholders' Equity.................................. 5
Notes to the Condensed Consolidated Financial Statements......................... 6
Item 2 -- Management's Discussion and Analysis of Financial Condition and
Results of Operations.............................................................. 10
General.......................................................................... 10
Three Months Ended June 30, 2000 Compared to Three Months Ended June 30, 1999.... 11
Six Months Ended June 30, 2000 Compared to Six Months Ended June 30, 1999........ 12
Liquidity and Capital Resources.................................................. 13
Item 3 -- Quantitative and Qualitative Disclosures about Market Risk............... 14
PART II -- OTHER INFORMATION......................................................... 14
Item 1 -- Legal Proceedings........................................................ 14
Item 2 -- Changes in Securities and Use of Proceeds................................ 17
Item 3 -- Defaults Upon Senior Securities.......................................... 17
Item 4 -- Submission of Matters to a Vote of Security Holders...................... 17
Item 5 -- Other Information........................................................ 17
Item 6 -- Exhibits and Reports on Form 8-K......................................... 17
</TABLE>
<PAGE> 3
THE CRONOS GROUP
PART I--FINANCIAL INFORMATION
ITEM 1 -- FINANCIAL STATEMENTS
Management Representation
The unaudited condensed consolidated interim financial statements
included herein have been prepared by the Company pursuant to the rules and
regulations of the Securities and Exchange Commission. Certain information and
disclosures normally included in annual financial statements prepared in
accordance with accounting standards generally accepted in the United States of
America have been condensed or omitted pursuant to such rules and regulations.
These condensed consolidated financial statements should be read in
conjunction with the financial statements and the notes thereto included in the
Company's latest Annual Report on Form 10-K.
This financial information reflects, in the opinion of management, all
adjustments necessary to present fairly, the results for the interim periods.
Such adjustments consist of only normal recurring adjustments. The results of
operations for such interim periods are not necessarily indicative of the
results to be expected for the full year.
1
<PAGE> 4
THE CRONOS GROUP
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(US DOLLAR AMOUNTS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
(UNAUDITED)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30, June 30,
2000 1999 2000 1999
------- ------- ------- -------
<S> <C> <C> <C> <C>
Gross lease revenue $34,065 $32,082 $68,211 $66,832
Commissions, fees and other income:
- US Limited Partnerships 331 334 665 686
- Unrelated parties 1,554 1,330 2,509 2,602
Gain on sale of investment:
- gain on conversion of investment - - 1,502 -
- realized holding gain 89 - 1,668 -
------- ------- ------- -------
TOTAL REVENUES 36,039 33,746 74,555 70,120
------- ------- ------- -------
Direct operating expenses 6,400 7,799 13,921 15,863
Payments to container owners:
- US Limited Partnerships 6,778 5,740 12,980 12,535
- Other container owners 11,265 9,361 22,242 19,238
Depreciation and amortization 3,985 3,987 7,945 8,385
Selling, general and administrative expenses 4,121 4,013 8,418 8,139
Interest expense 2,376 2,949 4,786 6,156
------- ------- ------- -------
TOTAL EXPENSES 34,925 33,849 70,292 70,316
------- ------- ------- -------
INCOME (LOSS) BEFORE INCOME TAXES 1,114 (103) 4,263 (196)
Income taxes 246 - 551 -
------- ------- ------- -------
NET INCOME (LOSS) 868 (103) 3,712 (196)
Other comprehensive income, net of tax -
Unrealized holding loss on available for sale
securities (231) - (497) -
------- ------- ------- -------
COMPREHENSIVE INCOME (LOSS) 637 (103) 3,215 (196)
======= ======= ======= =======
NET INCOME (LOSS) PER COMMON SHARE
(BASIC AND DILUTED) $ 0.09 $ (0.01) $ 0.40 $ (0.02)
======= ======= ======= =======
</TABLE>
The accompanying notes are an integral part of these condensed consolidated
financial statements.
2
<PAGE> 5
THE CRONOS GROUP
CONDENSED CONSOLIDATED BALANCE SHEETS
(US DOLLAR AMOUNTS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
June 30, December 31,
2000 1999
----------- ------------
(Unaudited)
<S> <C> <C>
ASSETS
Cash and cash equivalents $ 8,879 $ 8,701
Amounts due from lessees (net) 29,885 26,739
Amounts receivable from container owners 9,740 9,147
New container equipment for resale 6,809 2,535
Net investment in direct finance leases 567 1,090
Investments 1,207 1,707
Container equipment (net) 133,165 137,547
Building and other equipment (net) 1,313 11,807
Cash deposits (restricted) 5,165 -
Intangible assets 13,050 13,405
Other assets including prepayments 19,813 19,189
--------- ---------
TOTAL ASSETS $ 229,593 $ 231,867
========= =========
LIABILITIES AND SHAREHOLDERS' EQUITY
Amounts payable to container owners $ 28,958 $ 26,620
Amounts payable to container manufacturers 8,175 3,609
Other amounts payable and accrued expenses 15,889 13,799
Debt and capital lease obligations 96,361 109,978
Current and deferred income taxes 7,299 7,058
Deferred income and unamortized acquisition fee 9,326 10,433
--------- ---------
TOTAL LIABILITIES 166,008 171,497
--------- ---------
SHAREHOLDERS' EQUITY
Common shares 18,317 18,317
Additional paid-in capital 49,928 49,928
Share subscriptions receivable (82) (82)
Accumulated other comprehensive income, net of tax 780 1,277
Accumulated deficit (5,358) (9,070)
--------- ---------
TOTAL SHAREHOLDERS' EQUITY 63,585 60,370
--------- ---------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 229,593 $ 231,867
========= =========
</TABLE>
The accompanying notes are an integral part of these condensed consolidated
financial statements.
3
<PAGE> 6
THE CRONOS GROUP
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(US DOLLAR AMOUNTS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
(UNAUDITED)
<TABLE>
<CAPTION>
Six Months Ended
June 30,
2000 1999
-------- --------
<S> <C> <C>
NET CASH PROVIDED BY OPERATING ACTIVITIES $ 12,856 $ 6,768
-------- --------
INVESTING ACTIVITIES
Purchase of container and other equipment (1,916) (267)
Proceeds from sale of building 3,483 -
Proceeds from sales of container and other equipment 969 19,416
Proceeds from release of escrow deposits 973 -
-------- --------
NET CASH PROVIDED BY INVESTING ACTIVITIES 3,509 19,149
-------- --------
FINANCING ACTIVITIES:
Repayments of term debt and capital lease obligations (11,022) (29,632)
Cash deposits (restricted) (5,165) -
-------- --------
NET CASH USED IN FINANCING ACTIVITIES (16,187) (29,632)
-------- --------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 178 (3,715)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 8,701 9,281
-------- --------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 8,879 $ 5,566
======== ========
Supplementary disclosure of cash flow information:
Cash paid during the period for:
- interest $ 4,040 $ 6,345
- income taxes 566 257
Cash received during the period for:
- interest 550 267
Non-cash investing and financing activities:
- container equipment acquired under capital lease 2,654 -
- reduction of debt/Other amounts receivable from related - 5,279
parties
- reduction of debt/proceeds on sale of building 5,249 -
</TABLE>
The accompanying notes are an integral part of these condensed consolidated
financial statements.
4
<PAGE> 7
THE CRONOS GROUP
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
(US DOLLAR AMOUNTS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
(UNAUDITED)
<TABLE>
<CAPTION>
Share Accumulated
Additional subscrip- other Retained Total
Common paid-in tions comprehensive earnings Accumulated shareholders'
shares capital receivable income unrestricted deficit equity
<S> <C> <C> <C> <C> <C> <C> <C>
Balance,
December 31, 1999 $18,317 $49,928 $(82) $1,277 $1,832 $(10,902) $60,370
Net income 3,712 3,712
Change in
unrealized
holding gain on
available for
sale
securities, net
of tax (497) (497)
------- ------- ---- ------ ------ -------- -------
Balance,
June 30, 2000 $18,317 $49,928 $(82) $ 780 $1,832 $ (7,190) $63,585
======= ======= ==== ====== ====== ======== =======
</TABLE>
The accompanying notes are an integral part of these condensed consolidated
financial statements.
5
<PAGE> 8
THE CRONOS GROUP
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(US DOLLAR AMOUNTS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
(UNAUDITED)
1. The condensed consolidated financial statements include the accounts of The
Cronos Group and its wholly-owned subsidiaries (the "Company"). All material
intercompany accounts and transactions have been eliminated.
The Company's accounting records are maintained in United States dollars and
the condensed consolidated financial statements are prepared in accordance
with accounting standards generally accepted in the United States of
America.
2. Operating segment data
Condensed segment information is provided in the tables below:
<TABLE>
<CAPTION>
Other
US Limited container Owned
Partnerships owners containers Total
<S> <C> <C> <C> <C>
THREE MONTHS ENDED JUNE 30, 2000
Gross lease revenue $10,816 $15,424 $ 7,825 $ 34,065
Operating profit before indirect items 2,171 1,853 1,550 5,574
Operating profit 783 496 848 2,127
Segment assets 16,027 17,745 147,707 181,479
THREE MONTHS ENDED JUNE 30, 1999
Gross lease revenue $10,738 $13,538 $7,806 $ 32,082
Operating profit before indirect items 2,155 1,492 762 4,409
Operating profit 609 39 (167) 481
Segment assets 21,334 19,939 155,159 196,432
SIX MONTHS ENDED JUNE 30, 2000
Gross lease revenue $22,022 $30,517 $ 15,672 $ 68,211
Operating profit before indirect items 4,432 3,483 2,533 10,448
Operating profit 1,571 677 1,062 3,310
Segment assets 16,027 17,745 147,707 181,479
SIX MONTHS ENDED JUNE 30, 1999
Gross lease revenue $22,533 $27,778 $ 16,521 $ 66,832
Operating profit before indirect items 4,521 3,102 1,304 8,927
Operating profit 1,380 182 (578) 984
Segment assets 21,334 19,939 155,159 196,432
</TABLE>
Reconciliation of operating profit for reportable segments to earnings before
taxes:
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30, June 30,
2000 1999 2000 1999
-------- ------- -------- -------
<S> <C> <C> <C> <C>
Operating profit $2,127 $ 481 $ 3,310 $ 984
Gain on sale of investment 89 - 3,170 -
Selling, general and administrative (924) (414) (1,861) (839)
expenses
Amortization of intangibles (178) (170) (356) (341)
-------- ------- -------- -------
Income (loss) before income taxes $1,114 $(103) $ 4,263 $(196)
======== ======= ======== =======
</TABLE>
6
<PAGE> 9
THE CRONOS GROUP
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
3. Earnings per common share (US dollar amounts in thousands, except per share
amounts)
The components of basic and diluted net income (loss) per share were as
follows:
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30, June 30,
2000 1999 2000 1999
<S> <C> <C> <C> <C>
Net income (loss) available for common $ 868 $ (103) $ 3,712 $ (196)
shareholders
---------- ---------- ---------- ----------
Average outstanding shares of common stock 9,158,378 8,858,378 9,158,378 8,858,378
Dilutive effect of:
- Executive officer common share options 25,806 - 44,038 -
- Warrants 15,742 - 27,993 -
- 1999 stock option plan - - 10,306 -
---------- ---------- ---------- ----------
Common stock and common stock equivalents 9,199,926 8,858,378 9,240,715 8,858,378
---------- ---------- ---------- ----------
Basic and diluted net income (loss) per share $ 0.09 $ (0.01) $ 0.40 $ (0.02)
---------- ---------- ---------- ----------
</TABLE>
4. Amounts receivable from container owners
Amounts receivable from container owners include amounts due from
related parties of $6.1 million and $5.9 million at June 30, 2000 and December
31, 1999, respectively.
5. Investments in related parties
Investments in related parties comprise general partnership investments
and further limited partnership investments in ten sponsored funds. These
general and limited partner investments are accounted for on the equity method.
The subsidiary of the Company that acts as a general partner maintains insurance
for bodily injury, death and property damage for which a partnership may be
liable, and may be contingently liable for uninsured obligations of the
partnerships.
The investment in US Limited Partnerships was $0.06 million and $0.03
million at June 30, 2000 and December 31, 1999, respectively.
7
<PAGE> 10
THE CRONOS GROUP
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
6. Container equipment
Container equipment is net of accumulated depreciation of $71.8 million
and $67.6 million at June 30, 2000 and December 31, 1999, respectively.
7. Amounts payable to container owners
Amounts payable to container owners include amounts payable to related
parties of $13.3 million and $12.3 million at June 30, 2000 and December 31,
1999, respectively.
8. Debt and capital lease obligations
Debt and capital lease obligations include amounts due within twelve
months of $16.7 million and $16.6 million at June 30, 2000 and December 31,
1999, respectively.
9. Commitments and contingencies (to be read in conjunction with Note 16 to the
1999 Consolidated Financial Statements)
i. Contingencies - Austrian allegations
Since 1983, the Company has managed containers for Austrian investment
entities sponsored by companies owned or controlled by Contrin Holding S.A., a
Luxembourg holding company ("Contrin"), and for Contrin itself.
The Company is in a dispute with Contrin over $2.6 million that Contrin
claims was remitted to the Company in 1994 for the purchase of containers, but
that the Company did not receive. The Company's former Chairman and Chief
Executive Officer, Stefan M. Palatin, purportedly acknowledged in 1995 the
receipt of the $2.6 million for the purchase of containers, but the monies were
not deposited into a Company account. Prior to Contrin's allegation that the
former Chairman of the Company had acknowledged receipt of the $2.6 million, the
Company's current management had not been aware of the Chairman's purported
acknowledgement. In addition, the Company has determined that a distribution of
$0.4 million to third party Contrin investors was paid by the Company in
December 1994 into the same bank account into which the $2.6 million was
apparently deposited.
In December 1997, further to legal and other consultations, the Company
recorded an accrual of $3.4 million relating to the alleged transfer of $2.6
million, the related interest, plus the estimated settlement costs of this and
other claims by Contrin. On June 30, 2000, the balance of this accrual was $3.1
million.
In August 2000, Contrin filed an action against the Company seeking
recovery of $2.6 million, together with interest and costs. The Company is
consulting with legal counsel and intends to contest Contrin's claims, but is
unable to predict the outcome of the dispute.
8
<PAGE> 11
THE CRONOS GROUP
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
9. Commitments and contingencies (continued)
i Contingencies - Austrian allegations (continued)
Contrin investors have also made claims with respect to alleged
transactions between third parties and companies alleged to be connected to Mr.
Palatin, including Transocean Equipment Manufacturing and Trading Limited
("TOEMT"), involving the purchase and sale of containers in a manner designed to
secure a tax mitigation advantage to those third parties. It is alleged that
sums remain owing to the third parties by one or more of these companies in
connection with the pre-arranged trading in containers. Current management of
the Company believes that the Company was not involved in these transactions,
that the Company had no access to the records of the alleged transactions and
insofar as the Company has managed the containers, the Company has acted in
accordance with instructions from authorized representatives of the third
parties.
Management considers that prudent provision has been made in the
financial statements for the matters noted above. There is a reasonable
possibility that a material change could occur with respect to these commitments
and contingencies within one year of the date of these financial statements. In
such an event, management estimates that possible losses could exceed the amount
accrued by $1 million.
ii. Contingencies - TOEMT
TOEMT, which is currently in liquidation in the United Kingdom, has been
separately registered in the same name in both the United Kingdom and the Isle
of Man. The Company has recently become aware that more than one creditor of
TOEMT may claim an interest in the distributions made by the Company with
respect to the containers owned by TOEMT. At the present time, the Company has
insufficient information to evaluate the competing claims or to determine
whether the Company may have any liability to the competing creditors for the
prior distributions made with respect to the TOEMT containers.
iii. Contingencies - Other
A former outside director of the Company, Dr. Axel Friedberg, has
submitted a statement to the Company for the balance due for legal services
purportedly rendered to the Company from November 30, 1997 to December 31, 1998
in the amount of $0.1 million. In the report of the Special Litigation Committee
of the Company's Board of Directors (the "Committee"), dated March 31, 2000, the
Committee recommended that the Company reject Dr. Friedberg's statement, and the
Company has done so.
9
<PAGE> 12
THE CRONOS GROUP
ITEM 2 -- MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
GENERAL
The Company generates revenues by leasing to ocean carriers marine
containers that are owned either by third-party container owners or by the
Company itself. These leases, which generate most of the Company's revenues, are
generally operating leases.
The following chart summarizes the composition of the Cronos fleet
(based on original equipment cost) at June 30 for each of the periods indicated:
<TABLE>
<CAPTION>
2000 1999
<S> <C> <C>
US Public Limited Partnerships 33% 34%
Other Container Owners 44% 43%
Owned Containers 23% 23%
----- -----
Total 100% 100%
===== =====
</TABLE>
All containers, whether owned or managed, are operated as part of a
single fleet. The Company has discretion over which ocean carriers, container
manufacturers and suppliers of goods and services it deals with. Since the
Company's agreements with the Managed Container Owners meet the definition of
leases in Statement of Financial Accounting Standards No. 13, they are accounted
for in the Company's financial statements as leases under which the container
owners are lessors and the Company is lessee. The agreements with container
owners generally provide that the Company will make payments to the container
owners based upon the rentals collected from ocean carriers after deducting
direct operating expenses and the Company's management fee. The majority of
payments to container owners are therefore dependent upon the leasing of the
containers by the Company to ocean carriers and the collection of lease rentals.
Minimum lease payments on the agreements that have fixed payment terms are
presented in Note 13 to the Company's 1999 Consolidated Financial Statements.
For the six months ended June 30, 2000, over 88% of payments to container owners
represented agreements under the terms of which the amount due to the container
owner was calculated as a percentage of the rentals collected from the ocean
carriers after deducting the direct operating expenses paid by the Company.
The following chart summarizes the composition of the Cronos fleet
(based on TEU thousands), by equipment type, at June 30 for each of the periods
indicated:
<TABLE>
<CAPTION>
2000 1999
<S> <C> <C>
Dry cargo 358.3 333.4
Refrigerated 12.9 14.2
Cellular palletwide containers 3.5 2.4
("CPCs")
Tank 2.0 2.0
Roll-Trailer 2.2 2.1
Other dry freight specials 2.9 2.5
----- -----
Total fleet 381.8 356.6
===== =====
</TABLE>
10
<PAGE> 13
THE CRONOS GROUP
The growth in the volume of world trade, a rise in exports to the Far
East, and the global effects of a strong US economy have resulted in improved
market conditions for the container leasing industry. As a result of these and
other factors, including repositioning initiatives, utilization has improved 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 on their owned fleets of containers and
increase the quantity of containers leased. The Company 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.
The following chart summarizes the combined utilization of the Cronos
fleet (based on approximate original equipment cost) at the dates indicated:
<TABLE>
<CAPTION>
June 30, June 30,
2000 1999
<S> <C> <C>
Utilization 80.5% 75.2%
</TABLE>
Over the course of the last twelve months, the Company's combined per
diem rate fell by approximately 4% from the combined rate at June 30, 1999.
THREE MONTHS ENDED JUNE 30, 2000 COMPARED TO THREE MONTHS ENDED JUNE 30,
1999
Operating profit for the three months ended June 30, 2000, was $2.1
million compared to $0.5 million during the corresponding period of 1999. The
increase was primarily due to a $0.4 million improvement in management fees from
managed container owners together with reductions of $0.6 million in interest
expense and $0.4 million in allocated selling, general and administrative
expenses.
Gross lease revenue of $34.1 million in the three months ended June 30,
2000, was $2 million, or 6.2% higher, than in the corresponding period of 1999.
The increase was due to improved utilization and a larger fleet size and was
partly offset by lower per diem rates.
Commissions, fees and other income were $1.9 million in the three months
ended June 30, 2000, compared to $1.7 million in the corresponding period in
1999. The increase was primarily due to a $0.3 million net gain arising on the
disposal of a building and the related foreign exchange gain arising on the
repayment of the term loan secured against the property. This was partly offset
by a decrease of $0.1 million in income earned on the sale of dry freight
special and other products.
Direct operating expenses were $6.4 million in the three months to June
30, 2000, a decrease of $1.4 million, or 17.9%, compared to the corresponding
period in 1999. The decrease was primarily due to reduced storage costs,
reflecting a smaller off-hire fleet.
Payments to container owners amounted to $18 million during the three
months ended June 30, 2000, an increase of $2.9 million, or 19.5%, when compared
to the corresponding period in 1999.
Payments to US Limited Partnerships were $6.8 million in the three
months ended June 30, 2000, an increase of $1 million, or 18.1%, when compared
to the corresponding period in 1999. Increased gross lease revenue and
reductions in direct operating expenses, reflecting improved utilization, were
partially offset by the effect of lower per diem rates and a smaller container
fleet.
Payments to Other Container Owners were $11.3 million during the three
months ended June 30, 2000, an increase of $1.9 million, or 20.3%, when compared
to the corresponding period of 1999 as higher utilization and a larger average
fleet size more than offset the decline in per diem rates. The increase in the
fleet size was due to transactions involving the sale of equipment from the
Owned to the Other Container Owner segment during the first half of 1999
together with new container production.
Depreciation and amortization of $4 million in the three months to June
30, 2000, was almost unchanged from the corresponding period in 1999.
11
<PAGE> 14
THE CRONOS GROUP
Selling, general and administrative expenses increased to $4.1 million
in the second quarter of 2000 from $4 million in the corresponding period of
1999, an increase of $0.1 million or 2.7%. Reduced manpower expense of $0.4
million was more than offset by a $0.5 million increase in non-recurring legal
and professional costs.
Interest expense of $2.4 million for the three months ended June 30,
2000, decreased by $0.6 million or 19.4%, when compared to the corresponding
period in 1999. This decrease was due to a reduced debt balance together with a
lower average interest rate reflecting the effect of debt refinancing during
1999.
SIX MONTHS ENDED JUNE 30, 2000 COMPARED TO SIX MONTHS ENDED JUNE 30,
1999
Operating profit of $3.3 million for the six months to June 30, 2000,
was $2.3 million higher than for the corresponding period in 1999. The increase
was primarily due to reductions in interest expense of $1.4 million, together
with reductions in allocated selling, general and administrative expenses and
container depreciation of $0.7 million and $0.4 million, respectively.
Gross lease revenue of $68.2 million in the six months to June 30, 2000,
was $1.4 million, or 2.1%, higher than in the same period of 1999. This increase
can be attributed to the combined effect of increased utilization and a larger
fleet size which were partly offset by lower per diem rates.
Commissions, fees and other income of $3.2 million during the six months
ended June 30, 2000, were $0.1 million, or 3.5%, lower than for the
corresponding period in 1999. A $0.3 million gain caused by the disposal of a
property was more than offset by a $0.2 million reduction in acquisition fees, a
decrease of $0.1 million in finance lease income and a $0.1 million reduction in
income earned on the sale of dry freight special and other products.
Gain on sale of investment of $3.2 million in the first half of 2000
represents the receipt of cash and shares that had been held pending
post-closing reports and adjustments related to the Agreement and Plan of Merger
between Transamerica Corporation and Trans Ocean Limited in 1996.
Direct operating expenses were $13.9 million during the six months ended
June 30, 2000, a decrease of $1.9 million, or 12.2%, compared to the
corresponding period in 1999. A reduction of $1.6 million in inventory related
costs, reflecting a larger on-hire fleet, together with lower activity related
costs of $1.4 million more than offset increased charges for doubtful accounts
and legal expenses of $1.1 million.
Payments to container owners increased to $35.2 million during the six
months ended June 30, 2000, an increase of $3.4 million, or 10.9%, compared to
the corresponding period in 1999.
Payments to US Limited Partnerships amounted to $13 million, an increase
of $0.4 million or 3.6%, when compared to the corresponding period in 1999.
Increased net lease revenue for this segment reflected higher utilization which
was partly offset by lower per diem rates and a smaller container fleet.
Payments to Other Container Owners were $22.2 million during the six
months ended June 30, 2000, an increase of $3 million, or 15.6%, when compared
to the corresponding period in 1999, as the combined effect of higher
utilization and a larger average fleet size more than offset the decrease in per
diem rates. The increase in the average fleet size was due to new production and
transactions involving the sale of equipment from both the US Limited
Partnerships and Owned segments to the Other Container Owners segment in the
first half of 1999.
Depreciation and amortization decreased by $0.4 million, or 5.2%, during
the six months ended June 30, 2000, to $7.9 million due to container sales from
the Owned to the Other Container Owners segment during 1999.
Selling, general and administrative expenses increased to $8.4 million
during the six months ended June 30, 2000, from $8.1 million in the
corresponding period of 1999, an increase of $0.3 million or 3.4%. Reduced
manpower costs of $0.8 million and lower information technology costs of $0.2
million were more than offset by non-recurring legal and professional costs of
$1 million and increased audit, legal fees and other overheads of $0.3 million.
12
<PAGE> 15
THE CRONOS GROUP
Interest expense of $4.8 million for the six months to June 30, 2000,
was $1.4 million, or 22.3% lower, compared to the corresponding period of 1999.
This decrease was due to a reduced debt balance together with a lower interest
rate reflecting the effect of debt refinancing during 1999.
LIQUIDITY AND CAPITAL RESOURCES
Cash from Operating Activities: Net cash provided by operating
activities was $12.9 million and $6.8 million during the first six months of
2000 and 1999, respectively. The net cash generated in 2000 included earnings
from operations, a $4.6 million increase in amounts due to container
manufacturers, as well as the receipt of $1.5 million of sales tax in connection
with the sale of a property that will be paid over to the tax authorities in the
third quarter. This was partly offset by a $4.3 million increase in new
container equipment for resale and a $3.1 million increase in the amounts due
from lessees. The net cash generated in 1999 reflected earnings from operations
together with the release of $4.9 million of deposits which had been held in
escrow, of which $2.7 million was utilized to make payments to third party
container owners.
Cash from Investing Activities: Net cash provided by investing
activities was $3.5 million and $19.1 million in the first six months of 2000
and 1999, respectively. In 2000, the Company generated $4.5 million in proceeds
from the sale of a building and container equipment and received $1 million of
funds that had been held in an escrow account. The net cash provided in 1999
reflected sales of container equipment to third party container owners.
Cash from Financing Activities: Net cash used in financing activities
was $16.2 million during the first six months of 2000 compared to $29.6 million
in the corresponding period of 1999. During 2000, debt repayments included $2.7
million of proceeds realized on the conversion of investment securities. In
addition, the Company placed $5.2 million on deposit in a restricted cash
account, including $3.5 million of property sale proceeds, in accordance with
the terms of a loan agreement. In 1999, repayments of debt and capital lease
obligations included $20.6 million in short-term debt repayments that were
generated from proceeds of container equipment sales.
CAPITAL RESOURCES
The Company has placed orders with container manufacturers totalling
$31.5 million at June 30, 2000. These orders relate to containers to be
purchased for managed container owners or to be financed by the Company using
debt funding.
During the second quarter of 2000, the Company completed the sale of the
head office of its container leasing operations known as Orchard Lea, located
west of London, England. Orchard Lea consists of a 22,820 square foot office
building on four acres of land. The building was sold to an unaffiliated third
party for approximately $9.9 million. After payment of expenses and retirement
of $5.2 million of mortgage debt, the Company realized proceeds of $3.5 million.
Under the terms of a further loan agreement, such proceeds will be utilized to
repay debt on the next scheduled repayment date in the third quarter of 2000.
The Company will lease back approximately 10,342 square feet in the office
building from the buyer in the form of two leases for 7,000 square feet and
3,342 square feet each. The lease for 7,000 square feet will expire on June 26,
2002, and the lease for 3,342 square feet will expire on September 30, 2000.
During 1996 the Company entered into agreements (the "Agreements") to
acquire the patent rights relating to the Cellular Palletwide Container ("CPC"),
the Slimwall CPC and the intellectual property of Cargo Unit Containers Limited
from a third party (the "Seller"). Under the terms of the intellectual property
agreement (the "Agreement"), it was agreed that royalties received by the
Company as defined in the Agreement would be shared equally between the Company
and the Seller. In April 2000, the Company entered into a further agreement
which provided that in consideration for the sum of $1 million, the Company
would fully discharge any liabilities for accrued royalties, acquire any right,
title and interest as the Seller may have to receive royalties in the future and
acquire all residual rights as the Seller had or may have had under the
Agreements. In accordance with the agreed installment payment plan, the Company
paid $0.5 million in the second quarter of 2000 and will make further payments
of $0.3 million in September 2000 and $0.2 million in December 2000. The April
2000 agreement was not significant to the Company's current period operations or
financial position as approximately $1 million had been accrued as amounts due
to the Seller in previous periods in accordance with the Agreements.
13
<PAGE> 16
THE CRONOS GROUP
ITEM 3 -- QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Interest rate risk: Outstanding borrowings are subject to interest rate
risk. Approximately 73% and 70% of total borrowings had floating interest rates
at June 30, 2000, and December 31, 1999, respectively.
Exchange rate risk: Substantially all of the Company's revenues are
billed and paid in US dollars and a significant portion of costs are billed and
paid in US dollars. Of the remaining costs, the majority are individually small,
unpredictable and incurred in various denominations and thus are not suitable
for cost effective hedging. From time to time, Cronos hedges a portion of the
expenses that are predictable and are principally in UK pounds sterling. In
addition, the majority of the Company's container purchases are paid for in US
dollars. As exchange rates are outside of the control of the Company, there can
be no assurance that such fluctuations will not adversely effect its results of
operations and financial condition.
PART II --OTHER INFORMATION
ITEM 1 -- LEGAL PROCEEDINGS
DISPUTE WITH THE CONTRIN GROUP
Approximately 2% (measured in TEUs) of the Company's fleet of managed
containers is owned by members of the Contrin Group. The Company is in a dispute
with Contrin over funds that Contrin claims to have remitted to Cronos for the
purchase of containers. Contrin claims that in 1994 it transmitted $2.6 million
to Cronos for the purchase of containers. The Company did not receive these
funds and believes that the funds were diverted to an account controlled by Mr.
Palatin, and that this was known or should have been known by Contrin. The
Company also believes that the bank that received the funds, Barclays Bank, PLC
("Barclays"), is at fault.
On September 9, 1999, Contrin's Luxembourg counsel advised the Company
that Contrin would institute proceedings for the recovery of the $2.6 million
against Cronos, together with accrued interest. On August 8, 2000, Contrin,
through its affiliate, Contrin Worldwide Container Leasing GmbH, filed an action
in the Luxembourg District Court against the Company, seeking recovery of $2.6
million, together with interest and costs. The Company intends to contest
Contrin's claims, but is unable to predict the outcome of the dispute.
To preserve its rights of indemnity in the face of Contrin's claims, on
June 1, 2000, the Company filed a protective claim in the High Court of Justice,
London, England, against Mr. Palatin and his wife. By its claim, the Company
seeks to establish that the Palatins are liable to the Company for any liability
which the Company may have to Contrin arising out of the 1994 transfers. The
Company is currently in the process of effecting service of the claim on the
Palatins, who are residents of Austria. Now that Contrin has instituted its
action in Luxembourg, the Company intends to prosecute vigorously its claims of
indemnity against the Palatins.
On July 13, 2000, the Company also filed a protective claim against
Barclays in the High Court of Justice, London, England. By its claim, the
Company seeks a declaration that Barclays is liable to the Company for $2.6
million, plus interest and costs, arising out of Contrin's 1994 transfers to an
account with Barclays in the name of Ms. Palatin. By an agreement entered into
with Barclays, dated June 30, 2000, the Company agreed to stay the prosecution
of its claim against Barclays, and to prosecute the claim only if and when
proceedings relating to the matter are instituted by Contrin against the
Company. Barclays in turn undertook to search for and preserve documents which
appear to be material to the potential claim by Contrin against the Company. Now
that Contrin has instituted proceedings in Luxembourg, the Company intends to
prosecute vigorously its claims of indemnity against Barclays.
14
<PAGE> 17
THE CRONOS GROUP
COLLECTION OF PALATIN NOTES
In October 1999, the Company brought an action against Mr. Palatin, in
the Supreme Court of the State of New York, for payment of the remaining
balances due under two promissory notes, both dated July 14, 1997 (the "Palatin
Notes"), by and between a subsidiary of the Company, as payee ("Payee"), and Mr.
Palatin, as payor. The original principal amount of the Palatin Notes was $9.6
million. Mr. Palatin made no payments under the Palatin Notes, which were due on
October 31 and December 31, 1997, respectively. The amounts due under the
Palatin Notes were reduced by $5.3 million as a result of the sale, on or about
June 21, 1999, of 1,463,636 shares of Common Stock of the Company by certain of
the Company's lenders (the indebtedness of the Company to the lenders was
reduced by a like amount). The shares had been acquired by the banks by pledge
from the Company to secure, in part, indebtedness owed by the Company to the
banks. As a result of the sale of the shares, Mr. Palatin owed the Company, at
the time the Company filed its complaint in New York Supreme Court, $6.2 million
in principal under the Palatin Notes.
Mr. Palatin did not respond to the Company's lawsuit, and on February 8,
2000, the Supreme Court of the State of New York entered its default judgment
against Mr. Palatin in the amount of $6.6 million.
The Payee currently is pursuing execution of the judgment against Mr.
Palatin's beneficial ownership of the Common Shares of the Company. According to
filings made with the SEC by the shareholder of Klamath Enterprises S.A.
("Klamath"), Mr. Palatin is the beneficial owner of the 1,793,798 outstanding
shares of Common Stock of the Company owned of record by Klamath (the "Klamath
Shares"). On February 28, 2000, the Payee obtained a preliminary injunction
order from the Superior Court of the Commonwealth of Massachusetts, Norfolk
County, against Mr. Palatin and against the Company's transfer agent, EquiServe
Limited Partnership, preliminarily enjoining them from selling, transferring,
assigning, or otherwise encumbering, disposing of, or diminishing the value of
the Klamath Shares. On or about June 28, 2000, the Payee filed a second amended
complaint with the court, seeking to add, as a party defendant, Klamath. Payee
has scheduled a hearing, for October 17, 2000, on its motion seeking a
preliminary injunction enjoining Klamath, as record owner of the Klamath Shares,
from selling, encumbering, or disposing of such Shares, and enjoining Klamath
from attending meetings of shareholders of the Company or voting its common
shares on matters put to the shareholders of the Company. Payee is currently
attempting to effect service on Klamath upon its agent resident in Switzerland.
The Company is also pursuing an attachment order in the Swiss courts
against the individual the Company believes is the record owner of the
outstanding shares of Klamath, precluding him from transferring the shares of
Klamath or the Common Shares of the Company owned by Klamath.
The objective of the Company is to satisfy the judgment obtained by the
Payee against Mr. Palatin by a transfer of the common shares beneficially owned
in the Company by Mr. Palatin to the Payee or by a liquidation of the shares in
an amount sufficient to fully discharge the judgment. The Company is unable to
predict whether it will succeed in achieving this objective.
THE SEC'S NOVEMBER 15, 1999 CEASE-AND-DESIST ORDER
As the Company has previously reported, on November 15, 1999, the
Company consented to the entry by the SEC of an administrative cease-and-desist
order (the "Order"). Without admitting or denying the findings made by the SEC
in the Order, the Company agreed to cease and desist from committing or causing
any future violation of certain antifraud, reporting, record keeping, and
internal control provisions of the Federal securities laws. The SEC's
investigation of the Company began in February 1997 and was triggered by the
actions of Mr. Palatin. Cronos' Board removed Mr. Palatin as CEO in May 1998
and, in July 1998, Mr. Palatin resigned from the Board. While Mr. Palatin is no
longer an officer or director of the Company, he continues to control
approximately 20% of the outstanding common shares of the Company.
The SEC made certain findings by its Order. The Company neither admitted
nor denied the findings made by the SEC. The SEC found that Cronos, under the
domination and control of Mr. Palatin, misrepresented, through affirmative
misstatements and omissions in its public statements and filings with the SEC,
transactions it had with Mr. Palatin for the period from December 1995 through
1997, including:
That Mr. Palatin had intercepted payments between Cronos and one of its
major customers (which Mr. Palatin also controlled);
15
<PAGE> 18
THE CRONOS GROUP
That Cronos paid Mr. Palatin several million dollars in 1994 before
Cronos first sold its shares of Common Stock to the public;
That Mr. Palatin had sold shares in Cronos' initial public offering
through another entity that he controlled;
That Cronos paid additional monies to Mr. Palatin shortly after the 1995
offering;
That Mr. Palatin did not own certain collateral that he pledged to
secure loans he owed to Cronos; and
That Cronos systematically fired or demoted employees and directors who
challenged or questioned Mr. Palatin's transactions or the disclosures of the
Company related thereto.
While the Order did not impose any fine or penalty against Cronos, the
Company is unable to predict what impact, if any, it will have on its future
business or whether it will lead to future litigation involving Cronos. Under
the Order, the Company has designated an agent for service of process with
respect to any proceeding instituted by the SEC to enforce the Order or with
respect to any future investigation of the Company by the SEC. In addition, the
entry of the Order precludes the Company and persons acting on its behalf from
relying upon certain protections accorded to forward-looking statements by the
Securities Act of 1933 and the Securities Exchange Act of 1934 until November
14, 2002.
THE SEC'S PROCEEDINGS AGAINST MESSRS. PALATIN, WEISSENBERGER, AND
FRIEDBERG
On August 8, 2000, the SEC filed a civil injunctive action against Mr.
Palatin in the United States District Court for the District of Columbia. The
SEC alleges in its complaint many of the same facts it found in its
Cease-and-Desist Order entered against the Company, described above. The SEC
seeks an order permanently enjoining Mr. Palatin from violating the antifraud,
reporting, books and records, and other provisions of the Federal securities
laws, and permanently barring him from serving as an officer or director of a
public company. The Company is not named as a defendant in the SEC's injunctive
action against Mr. Palatin.
Separately, the SEC, on August 8, 2000, instituted administrative
cease-and-desist proceedings against Rudolf J. Weissenberger, a former director,
chairman, and chief executive officer of the Company, and Dr. Friedberg. Mr.
Weissenberger served as a director (and later Chairman) of the Company from
February 1997 through March 1999, and as Chief Executive Officer of the Company
from May 1998 until December 1998. According to a form he has filed with the
SEC, Mr. Weissenberger holds, directly or indirectly, shares of Common Stock of
the Company representing approximately 6.3% of the Company's outstanding Common
Stock. Dr. Friedberg served as a director of the Company from January 1997
through March 1999.
Without admitting or denying the SEC's findings, Mr. Weissenberger
consented to an order compelling him to cease-and-desist from causing
violations, or any future violations, of the reporting provisions of the Federal
securities laws. The Commission found that Mr. Weissenberger was a cause of the
Company's violations of the reporting provisions of the Federal securities laws
in its 1996 Annual Report on Form 20-F. Dr. Friedberg, without admitting or
denying the Commission's findings, consented to an order compelling him to
cease-and-desist from causing violations, or any future violations, of the
antifraud and reporting provisions of the Federal securities laws. The SEC found
that Dr. Friedberg was a cause of the Company's violations of the antifraud and
reporting provisions of the Federal securities laws in its 1996 Annual Report on
Form 20-F and its Forms 6-K filed with the SEC in 1997.
16
<PAGE> 19
THE CRONOS GROUP
ITEM 2 -- CHANGES IN SECURITIES AND USE OF PROCEEDS
Not applicable
ITEM 3 -- DEFAULTS UPON SENIOR SECURITIES
Not applicable
ITEM 4 -- SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not applicable
ITEM 5 -- OTHER INFORMATION
Not applicable
ITEM 6 -- EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
<TABLE>
<CAPTION>
Number Description
------ -----------
<S> <C>
10.2 Agreement for the Sale and Purchase of Orchard Lea, Berkshire,
England.
27 Financial Data Schedule.
(b) Reports on Form 8-K
</TABLE>
Not applicable.
17
<PAGE> 20
THE CRONOS GROUP
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.
THE CRONOS GROUP
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
<S> <C> <C>
By /s/ P. J. Younger Director, Executive Vice President, August 9, 2000
Peter J. Younger Chief Financial Officer
and Chief Accounting Officer
(Principal Financial and Accounting Officer)
</TABLE>
18
<PAGE> 21
THE CRONOS GROUP
EXHIBIT INDEX
<TABLE>
<CAPTION>
Number Exhibit Page
------ ------- ----
<S> <C> <C>
10.2 Agreement for the Sale and Purchase of Orchard Lea, Berkshire, 20
England.
27 Financial Data Schedule 29
</TABLE>
19
