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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K
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(Mark One)
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x
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE
SECURITIES EXCHANGE ACT OF 1934 |
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For the fiscal year ended: December 31, 2004 |
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OR |
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o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE
SECURITIES EXCHANGE ACT OF 1934 |
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For the transition period
from: to |
Commission file number: 0-24464
THE CRONOS GROUP
(Exact name of Registrant as specified in its charter)
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LUXEMBOURG
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NOT APPLICABLE |
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(State or other Jurisdiction of incorporation or
organization)
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(I.R.S. Employer Identification No.) |
16, ALLÉE MARCONI, BOÎTE POSTALE 260, L-2120
LUXEMBOURG
(Address of principal executive offices) (zip code)
Registrants telephone number, including area codes:
(352) 453145
Securities registered pursuant to Section 12(b) of the
Act.
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Title of each class
None
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Name of each exchange on which registered
Not applicable |
Securities registered pursuant to Section 12(g) of the
Act.
Common Shares, $2 par value per share
(Title of Class)
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 o
Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K is not
contained herein, and will not be contained, to the best of
Registrants knowledge, in definitive proxy or information
statements incorporated by reference in PART III of this
Form 10-K or any amendment to this
Form 10-K. o
Indicate by check mark whether the registrant is an accelerated
filer (as defined in Exchange Act Rule 12b-2 of the
Act) YES o NO x
The aggregate market value of common shares held by
non-affiliates of the registrant calculated by reference to the
closing price on June 30, 2004, (the last business day of
the registrants second fiscal quarter in 2004), was
approximately $41,029,463.
The number of Common Shares outstanding as of March 22,
2005:
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Number of Shares Outstanding |
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Common
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7,286,602 |
Portions of the following documents have been incorporated by
reference into this report.
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| Document |
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Form 10-K Parts |
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Proxy Statement for Annual Meeting to be held in 2005 |
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Part II Item 5, Part III |
TABLE OF CONTENTS
The Cronos Group
i
INTRODUCTORY NOTE
Unless the context indicates otherwise, the Company
means The Cronos Group excluding its subsidiaries, and
Cronos or the Group means The Cronos
Group including its subsidiaries.
TEU means twenty-foot equivalent units, the standard
unit of physical measurement in the container industry. All
references herein to $ or Dollars are to
United States dollars.
The information in this Annual Report on Form 10-K contains
certain forward-looking statements within the
meaning of the securities laws. These forward-looking statements
reflect the current view of the Group with respect to future
events and financial performance and are subject to a number of
risks and uncertainties, many of which are beyond the
Groups control. All statements, other than statements of
historical facts included in this report, regarding strategy,
future operations, financial position, estimated revenues,
projected costs, prospects, plans and objectives of the Group
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 Group 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.
ii
PART I
Introduction
The Company is a limited liability company (société
anonyme holding) organized in Luxembourg with its registered
office at 16, Allée Marconi, Boîte Postale 260,
L-2120 Luxembourg (telephone (352) 453145). The Company is
registered with the Luxembourg Registrar of Companies under
registration number R.C.S. Lux. B. 27489. The internet
address of the Company is www.cronos.com. Cronos Containers
Limited, the Companys principal container leasing
subsidiary, is a UK corporation.
Cronos is the successor to Intermodal Equipment Associates
(IEA) and Leasing Partners International
(LPI). IEA began managing and leasing dry cargo
containers in 1978, primarily under master leases. LPI was
established in 1983 to manage and lease refrigerated containers.
In 1990, LPI acquired IEA and the companies combined their
operations under the new name Cronos. In December 1995 and
January 1996, the Company and a selling shareholder sold
3,643,000 common shares of the Company in a public offering (the
Public Offering).
Cronos is one of the worlds leading lessors (by aggregate
TEU capacity) of intermodal marine containers. It owns and
manages a fleet of dry cargo, refrigerated, tank and dry freight
special containers. Through an extensive global network of
offices and agents, Cronos leases both its own and other
owners containers to over 400 ocean carriers and transport
operators, including the majority of the 25 largest ocean
carriers.
Industry
Background
A marine cargo container is a reusable metal container designed
for the efficient carriage of cargo with a minimum of exposure
to loss through damage or theft. Containers are manufactured to
conform to worldwide standards of container dimensions and
container ship fittings adopted by the International Standards
Organization (ISO) in 1968. The standard container
is either 20 long ×
8 wide × 8 6 high
(one TEU) or 40 long ×
8 wide × 8 6 high
(two TEU). Standardization of the construction, maintenance and
handling of containers allows containers to be picked up,
dropped off, stored and repaired effectively throughout the
world. This standardization is the foundation on which the
container industry has developed.
Standard dry cargo containers are rectangular boxes constructed
to carry a wide variety of cargoes ranging from heavy industrial
raw materials to light-weight finished goods. Specialized
containers such as refrigerated and tank containers are utilized
for the transport of temperature-sensitive goods and for the
carriage of liquid cargo. Cellular Palletwide Containers
(CPCs) provide shipping lines with a container of
extra interior width for the carriage of unitized or palletized
cargoes. See Fleet Profile herein.
One of the primary benefits of containerization has been the
ability of the shipping industry to effectively lower freight
rates due to the efficiencies created by standardized intermodal
containers. Containers can be handled much more efficiently than
loose cargo and are typically shipped via several modes of
transportation, including ship, truck and rail. Containers
require loading and unloading only once and remain sealed until
arrival at the final destination, significantly reducing
transport time, labor and handling costs, as well as losses due
to damage and theft. Efficient movement of containerized cargo
between ship and shore reduces the amount of time that a ship
must spend in port.
The logistical advantages and reduced freight rates brought
about by containerization have been major catalysts for world
trade growth since the late 1960s, resulting in increased demand
for containers. The worlds container fleet has grown from
an estimated 270,000 TEU in 1969 to approximately
17 million TEU by the end of 2004.
The container leasing business is cyclical and depends largely
upon the volume of world trade.
1
Benefits
of Leasing for Shipping Lines
The container fleets of leasing companies represent
approximately 46% of the worlds total container fleet with
the balance owned predominantly by shipping lines. Shipping
lines, which traditionally operate on tight profit margins,
often supplement their owned fleets of containers with leased
containers, and in doing so, achieve the following financial and
operational benefits:
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Leasing allows the shipping lines to utilize the equipment they
need without having to make large capital expenditures; |
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Leasing offers a shipping line an alternative source of
financing in a traditionally capital-intensive industry; |
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Leasing enables shipping lines to expand their trade routes and
market shares at a relatively low cost without making a
permanent commitment to support their new structure; |
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Leasing allows shipping lines to respond to changing seasonal
and trade route demands, thereby optimizing their capital
investment and minimizing storage costs; |
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Leasing provides shipping lines with the flexibility to respond
to rapidly changing market opportunities as they arise without
relying exclusively on their owned containers; |
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Leasing allows shipping lines to benefit from the relationship
between container manufacturers and leasing companies. |
Types
of Leases Available to Shipping Lines
Master leases are leases under which a customer may lease
a certain number of containers as they are required under a
general agreement between the lessor and the lessee. Such leases
provide customers with greater flexibility by allowing them to
pick up and drop off containers where and when needed, subject
to restrictions and availability, on pre-agreed terms. Master
leases also define the number of containers that may be returned
within each calendar month, the permitted return locations and
applicable drop-off charges. Due to the increased flexibility
they offer, master leases usually command higher per diem rates
and generate more ancillary revenue (including pick-up,
drop-off, handling and off-hire revenue) than term leases. Ocean
carriers generally use master leases to help manage trade
imbalances (where more containerized cargo moves in one
direction than another) by picking up a container in one port
and dropping it off at another location after one or more legs
of a voyage. The commercial terms of master leases are usually
negotiated or renewed annually.
Term leases are for a fixed period of time, typically
ranging from three to five years. In most cases, containers
cannot be returned prior to the expiration of the lease. Some
term lease agreements contain early termination penalties that
apply in the event of early redelivery. Term leases provide
greater revenue stability to the lessor, but at lower lease
rates than master leases. Ocean carriers use term leases to
lower their operating costs when they have a need for an
identified number of containers for a specified term.
Direct financing leases are usually long-term in nature,
typically ranging from three to seven years, and require
relatively low levels of customer service. They ordinarily
require fixed payments over a defined period and provide
customers with an option to purchase the subject containers at
the end of the lease term. Per diem rates include an element of
repayment of capital and therefore are higher than rates charged
under either term or master leases.
The mix of container equipment held under master, term and
direct financing leases varies widely among leasing companies.
Lease rates depend on several factors including market
conditions, customer credit rating, type of lease, length of
lease term, type and age of the equipment, equipment replacement
cost, interest rates and maintenance requirements.
2
Company
Strategy
Cronos focuses on optimizing the return on container investment
capital by providing flexible master, term and direct financing
leases to the worlds top ocean carriers, across a broad
range of dry cargo and specialized containers.
Lease
Profile
Cronos offers flexible leasing arrangements primarily through
master and term leases for dry cargo containers.
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Percentage of Fleet by Lease Type as of December 31, 2004 | |
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Product Type | |
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Dry Freight | |
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Dry Cargo | |
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Refrigerated | |
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Tank | |
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Specials | |
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Total Fleet | |
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Master
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49% |
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37% |
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61% |
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44% |
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49% |
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Term
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- short-term(1)
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22% |
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14% |
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11% |
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9% |
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21% |
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- long-term(2)
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25% |
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46% |
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25% |
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30% |
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25% |
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Direct Financing
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4% |
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3% |
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3% |
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17% |
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5% |
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Total
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100% |
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100% |
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100% |
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100% |
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100% |
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| (1) |
Short-term leases represent term leases that are either
scheduled for renegotiation or that may expire in 2005. |
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Long-term leases represent term leases, the majority of which
will expire between 2006 and 2011. |
The terms and conditions of the Groups leases provide that
customers are responsible for paying all taxes and service
charges arising from container use, maintaining the containers
in good and safe operating condition while on lease and paying
for repairs, excluding ordinary wear and tear, upon redelivery.
Some leases provide for a damage protection plan
whereby lessees, for an additional payment (which may be in the
form of a higher per diem rate), are relieved of the
responsibility of paying some or all of the repair costs upon
redelivery of the containers. The Group offers this service to
selected customers. Repairs provided under such a plan are
carried out by the same depots, under the same procedures, as
the repairs to containers not covered by such plans. Customers
are also required to insure leased containers against physical
damage and loss, as well as against third party liability for
loss, damage, bodily injury or death.
Customers
Cronos is not dependent upon any particular customer or group of
customers. None of the Groups customers accounts for more
than 10% of its revenue, and the ten largest customers accounted
for approximately 56% of the total leased TEU fleet. The
majority of Cronos customers are billed and pay in United
States dollars.
Cronos sets maximum credit limits for all customers, limiting
the number of containers leased to each customer according to
established credit criteria. Cronos continually tracks its
credit exposure to each customer. Cronos credit committee
meets quarterly to analyze the performance of existing customers
and to recommend actions to be taken in order to minimize credit
risks. Cronos uses specialist third party credit information
services and reports prepared by local staff to assess credit
quality.
The Group may be subject to unexpected loss in rental revenue
from container lessees that default under their container lease
agreements.
Fleet
Profile
Cronos focuses on supplying high-quality containers to its
customers. These containers are manufactured to specifications
that exceed ISO standards and are designed to minimize repair
and operating costs. Cronos
3
operates a fleet of dry cargo, refrigerated, tank and dry
freight special containers. Cronos believes that this fleet
diversification enables it to broaden its business base with its
customers by supplying a wide range of their equipment
requirements.
The following chart summarizes the gross lease revenue recorded
by product for each of the years presented:
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| (in thousands) |
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2004 | |
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2003 | |
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2002 | |
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2001 | |
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2000 | |
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Dry cargo containers
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$ |
91,511 |
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$ |
80,773 |
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$ |
78,760 |
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$ |
84,921 |
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$ |
99,853 |
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Refrigerated containers
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20,613 |
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20,829 |
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21,293 |
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22,422 |
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24,899 |
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Tank containers
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8,295 |
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6,713 |
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6,123 |
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5,908 |
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6,481 |
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Dry freight specials
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11,677 |
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9,186 |
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7,467 |
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7,094 |
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6,372 |
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Total
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$ |
132,096 |
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$ |
117,501 |
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$ |
113,643 |
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$ |
120,345 |
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$ |
137,605 |
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Dry cargo containers are the most commonly used type of
container in the shipping industry. Cronos dry cargo
containers are constructed of all Corten® steel (i.e.,
Corten® roofs, walls, doors and undercarriage), which
is a high-tensile steel yielding greater damage and corrosion
resistance than mild steel.
Refrigerated containers are used to transport
temperature-sensitive products, such as meat, fruit and
vegetables. The majority of Cronos refrigerated containers
have high-grade stainless steel interiors and muffler grade
outer walls. As with the dry cargo containers, all refrigerated
containers are designed to minimize repair and maintenance and
maximize damage resistance. Cronos refrigerated containers
are designed and manufactured to include the latest generation
refrigeration equipment, with the most recently built units
controlled by modular microprocessors.
Cronos tank containers are constructed and maintained in
accordance with strict international codes for the worldwide
transport and storage of bulk liquids on both land and sea.
These codes include the ISO, the International Maritime
Organization (IMO) and the American Society of
Mechanical Engineers (ASME) VIII Pressure Vessel
Design Code. The fleet comprises both T4 and T11 type tanks,
which can carry highly flammable, corrosive, toxic and oxidizing
substances as well as non-hazardous cargoes such as food and
oils. Tank containers range in capacity from 17,500 litres to
31,000 litres and are generally insulated and equipped with a
heating system (steam or electrical).
Dry freight specials include CPCs, rolltrailers, open tops,
flatracks and bulkers. Cronos owns the patents for the CPC, a
specialized container designed specifically for the carriage of
cargo on metric pallets. The patents expire at various dates
between 2006 and 2013. CPCs allow for the side-by-side stowage
of pallets, which is not possible in a standard ISO container,
therefore increasing the load capacity per container. Cronos
earns CPC licence fee income on the sale of CPCs to third
parties. A rolltrailer is a heavy-duty chassis used for moving
cargo onto and off of ships. Cronos entered the rolltrailer
market in 1996 when it acquired a Swedish company with an
existing fleet of rolltrailers. Open Tops are primarily used to
enable loading of heavy machinery from above the container and
for the carriage of certain over-height cargoes that would be
unsuitable for a standard ISO container. Flat racks similarly
are typically used for the transportation of heavy
4
machinery. Bulkers are a container designed for granular
cargoes, including plastics, certain chemicals and agricultural
products.
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Cronos Fleet (in TEU thousands) at | |
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December 31, | |
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2004 | |
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2003 | |
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2002 | |
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2001 | |
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2000 | |
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Dry cargo containers
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399.1 |
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370.5 |
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364.5 |
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368.4 |
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375.9 |
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Refrigerated containers
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11.5 |
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12.3 |
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13.3 |
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13.9 |
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12.5 |
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Tank containers
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3.5 |
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2.7 |
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2.4 |
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2.3 |
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2.0 |
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Dry freight specials:
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CPCs
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15.5 |
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13.1 |
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8.3 |
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5.4 |
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3.3 |
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Rolltrailers
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3.3 |
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2.8 |
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2.7 |
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2.5 |
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2.5 |
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Other dry freight specials
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6.4 |
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4.4 |
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3.8 |
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3.4 |
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3.0 |
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Total fleet
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439.3 |
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405.8 |
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395.0 |
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395.9 |
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399.2 |
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Operating
Segments
Cronos has four reportable segments, which are determined based
on the source of container funding for the Groups
container fleet acquisitions:
1. US Limited Partnership Programs (US Limited
Partnership Programs),
2. Joint Venture Program (Joint Venture
Program),
3. Private Container Programs (Private Container
Programs), and
4. Owned Containers (Owned Containers).
Prior to December 2004, the US Limited Partnership Programs
segment and the Joint Venture Program segment were combined in a
single operating segment, Container Equity Programs, in
accordance with the aggregation criteria of Statement of
Financial Accounting Standards (SFAS)
No. 131 Disclosures about Segments of an
Enterprise and Related Information
(SFAS 131). At December 31, 2004, the
Joint Venture Program exceeded the 10% revenue threshold of
SFAS 131 and accordingly has been reported as a separate
segment. Corresponding items of segment information have been
restated for prior years.
Lease agreements with US Limited Partnership Programs, the
Joint Venture Program and Private Container Programs.
(collectively Managed Container Programs). The
majority of agreements between the Group and Managed Container
Programs are in the form of a master lease, under the terms of
which the Group is not liable to make any payments to the
Managed Container Programs until such time as the containers
have been placed on lease to an ocean carrier. The agreements
generally provide that the Group will make payments based upon
the rentals collected from ocean carriers after deducting direct
operating expenses and the compensation earned by the Group for
managing the containers.
Although all containers, regardless of the source of funding or
ownership, are leased as part of a single global fleet,
management separately monitors performance of the reportable
segments.
The following chart summarizes the composition of the Cronos
fleet by segment (based on original equipment cost) at
December 31 for each of the years indicated:
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2004 | |
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2003 | |
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2002 | |
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2001 | |
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2000 | |
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US Limited Partnership Programs
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22% |
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25% |
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27% |
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29% |
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31% |
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Joint Venture Program
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14% |
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8% |
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4% |
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Private Container Programs
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32% |
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36% |
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39% |
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40% |
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40% |
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Owned Containers
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32% |
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31% |
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30% |
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31% |
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29% |
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Total
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100% |
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100% |
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100% |
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100% |
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100% |
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5
As of December 31, 2004, no single owner, other than the
Group, owned more than 14% of the Cronos fleet (based on
original equipment cost).
The Group evaluates the performance of its reportable segments
based on segment profit or loss. Gross lease revenue is deemed
to be earned based on the physical location of the containers
while on lease and, as substantially all of the Groups
lease revenue is earned on containers used in global trade
routes, the Group believes that it does not possess discernible
geographic reporting segments as defined in SFAS 131.
Segment revenues from external customers, segment profit or loss
and total assets are disclosed in Note 2 to the 2004
Consolidated Financial Statements, and are incorporated by
reference herein.
US
Limited Partnership Programs
Since 1979, Cronos has sponsored seventeen US limited
partnerships and raised over $480 million from over 37,000
investors. The partnerships are all California limited
partnerships. Eight of the original seventeen partnerships have
now been dissolved. The objectives of the partnerships are to
invest in marine cargo containers, to generate a continuing
income for distribution to the limited partners, and to realize
the residual value of the container equipment at the end of its
useful economic life or upon the dissolution of a partnership.
See Material Off-Balance Sheet Arrangements, Transactions
and Obligations under Item 7
Managements Discussion and Analysis of Financial
Condition and Results of Operations herein.
The US Limited Partnership Programs provide compensation to
Cronos, the general partner, consisting of the following fees
and commissions:
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Acquisition fees equal to between 1.5% and 5% (depending
on the program) of the original cost of equipment acquired by
the partnerships. Such fees are paid on or about the date of the
equipment purchase and are recognized as income for accounting
purposes by Cronos, in its statement of operations, on a
straight-line basis over the period of the agreement to which
they relate; |
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Management fees equal to 7% of gross lease revenue; |
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Incentive fees equal to 15% of distributable cash after
the limited partners have received a return of their adjusted
capital contributions and distributions in an amount equal to a
cumulative compounded rate of between 8% to 10% per annum
(depending on the program); |
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Reimbursed administrative expenses for certain overhead
and operating expenses; |
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General partners share equal to 5% of distributable
cash generated by the partnerships operating activities
and 1% of distributions from sales proceeds. |
One customer, Mediterranean Shipping Company S.A.
(MSC), accounted for 10% of gross lease revenue of
the US Limited Partnership Programs operating segment for the
year ended December 31, 2004. MSC is a private company
based in Switzerland and is ranked as the second largest
container liner operator in the world.
Joint
Venture Program
Cronos established the Joint Venture Program in 2002 with one of
the Companys lenders. See Material Off-Balance Sheet
Arrangements, Transactions and Obligations under
Item 7 Managements Discussion and
Analysis of Financial Condition and Results of Operations
herein.
The Joint Venture Program provides compensation to Cronos
consisting of the following fees:
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Acquisition fees equal to 1.25% of the original cost of
equipment acquired by the Joint Venture Program. Such fees are
paid on or about the date of the equipment purchase and are
recognized as income for accounting purposes by Cronos, in its
statement of operations, on a straight-line basis over the
period of the agreement to which they relate; |
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Management fees equal to 8% of net lease revenue (gross
lease revenue less direct operating expenses); |
6
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Disposition fees equal to 5% of the excess of the
disposal proceeds over the net book value of the container
disposed. |
For the year ended December 31, 2004, two separate
customers each accounted for 12% of gross lease revenue for this
segment. The first, CMA-CGM S.A., is a private company
headquartered in France and is ranked as the fifth largest
container liner operator in the world. The second, COSCO
Container Lines Company Limited, a company headquartered in
China, is ranked as the ninth largest container liner operator
in the world.
Private
Container Programs
Cronos manages containers pursuant to agreements negotiated
directly with corporations, partnerships and private individuals
located in Europe, the United States and South Africa. The terms
of the agreements vary from 1 to 15 years and take two
principal forms.
Under the first form of agreement, Cronos generally earns
compensation equal to gross lease revenue less direct operating
expenses less the payment to the Managed Container Programs,
computed in accordance with the terms of each individual
agreement. In certain cases, Cronos may also earn an incentive
fee.
Under the second form of agreement, the container owner is
entitled to a fixed payment for a specified term (see
Item 7 Managements Discussion and
Analysis of Financial Condition and Results of Operations
herein).
Owned
Containers
Cronos uses various forms of funding to finance its owned fleet
including bank loans and capital leases. From time to time,
Cronos also owns containers on a temporary basis until such time
that the containers are sold to the Managed Container Programs.
Most containers identified for sale to Managed Container
Programs are purchased new by Cronos, and sold to owners of
Managed Container Programs within six months. This strategy
allows Cronos more flexibility to negotiate and buy containers
strategically, based on market conditions. In addition, Cronos
may on occasion own equipment that has been acquired
specifically for resale to third parties that does not enter the
Cronos managed fleet.
Assets that are funded by capital leases are initially reported
at the fair value of the asset categorized within container
equipment, with an equivalent liability reported as capital
lease obligations. Container equipment is depreciated over its
expected useful life. Finance charges are reported over the
lease term in accordance with the effective interest method and
are recorded as interest expense.
Employees
As of December 31, 2004, Cronos had 80 employees worldwide;
41 were located in Europe, 24 in the United States and 15 in
Asia and Australia combined. None of Cronos employees is
covered by a collective bargaining agreement.
Acquisition
Policy
Cronos acquisition policy for the total fleet is driven by
capital availability, market requirements and anticipated future
demand, including demand generated by trade growth and the
replacement of containers retired around the world. The Group
believes that the worldwide manufacturing capacity for all
container types is adequate to meet its current and near-term
requirements.
In recent years, China has emerged as the primary location for
almost all types of container manufacturing. Refrigeration
units, which represent approximately half of the cost of a
refrigerated container, are purchased from the two primary
suppliers of container refrigeration units headquartered in the
United States, both of which have manufacturing plants in the
Far East. These units are shipped to the container manufacturer
for installation into the container.
7
All of the tank containers in the Cronos fleet have been
purchased from manufacturers based in China, South Africa, the
United Kingdom and Belgium.
Repair
and Maintenance
All containers are inspected and repaired when redelivered in
accordance with standardized industry guidelines. Depots in
major port areas perform repair and maintenance work that is
verified by either independent surveyors or the Cronos technical
and operations staff. As described under Item 1
Business Lease Profile some customers
enter into a damage protection plan. All other customers are
obligated to pay for all damage repairs, excluding wear and tear.
Before any repair or refurbishment is authorized on older
containers in the Cronos fleet, the Cronos technical and
operations staff review the age, condition and type of container
and its suitability for continued leasing. Cronos compares the
cost of such repair or refurbishment with the prevailing market
resale price that might be obtained for that container and makes
the decision whether to repair or sell the container
accordingly. Cronos is authorized to make this decision on
behalf of most of the owners for whom it manages equipment and
makes the decision by applying the same standards to the managed
containers as to its own containers.
Disposition
of Used Containers
Cronos estimates that the useful operational life for most
containers in the Group fleet ranges from 12 to 15 years.
Cronos disposes of used containers in a worldwide secondary
market in which buyers include wholesalers, mini-storage
operators, construction companies and others. The market for
used containers generally depends on new container prices, the
quantity of containers targeted for disposal and the overall
lease market for containers at a particular location.
Operations
Cronos sales and marketing operations are conducted
through Cronos Containers Limited (CCL), a
wholly-owned subsidiary based in the United Kingdom. CCL is
supported in this role by area offices and dedicated agents
located in San Francisco, New Jersey, Antwerp, Genoa,
Hamburg, Gothenburg, Singapore, Hong Kong, Sydney, Tokyo,
Taipei, Seoul, Rio de Janeiro, Shanghai and Chennai.
Cronos also maintains agency relationships with 14 independent
agents around the world who are generally paid a commission
based upon revenues generated in the region or the number of
containers that are leased from their area. These agents are
located in areas where the volume of Cronos business
necessitates a presence in the area but is not sufficient to
justify a fully-functioning Cronos office or dedicated agent.
Agents provide marketing support to these areas, together with
limited operational support.
In addition, Cronos relies on the services of approximately 350
independently owned and operated depots around the world to
inspect, repair, maintain and store containers while off-hire.
The Groups area offices authorize all container movements
into and out of the depot and supervise all repairs and
maintenance performed by the depot. The Groups technical
staff set the standards for repair of the Cronos fleet
throughout the world and monitor the quality of depot repair
work. The depots provide a link to the Groups operations,
as the redelivery of a container into a depot is the point at
which the container is off-hired from one customer and repaired,
if necessary, and stored in preparation for re-leasing to the
next customer.
Cronos global network is integrated with its computer
system and provides 24-hour communication between offices,
agents and depots. The system allows Cronos to manage and
control its global fleet and provides the responsiveness and
flexibility necessary to service the leasing market effectively.
This system is an integral part of Cronos service, as it
processes information received from the various offices,
generates billings to lessees and produces a wide range of
reports on all aspects of the Groups leasing activities.
The system records the life history of each container, including
the length of time on-hire, repair costs, as well as port
activity trends, leasing activity and equipment data per
customer. The operations and marketing data
8
interfaces with Cronos finance and accounting system to
provide revenue, cost and asset information to management and
staff around the world.
In recent years, Cronos and other lessors have developed certain
internet-based applications. For Cronos, these applications
enhance its customer support network by allowing customer access
for on-line product inquiries. The Group is continuing to
develop this side of its business and will introduce other
internet options as suitable applications are identified.
Competition among container leasing companies is based upon
several factors, including the location and availability of
inventory, lease rates, the type, quality and condition of the
containers, the quality and flexibility of the service offered,
the availability of suitable financing and the professional
relationship between the customer and the lessor. Other factors
include the speed with which a leasing company can prepare its
containers for lease and the ease with which a lessee believes
it can do business with a lessor or its local area office. Not
all container leasing companies compete in the same market as
some supply only specific container types.
Cronos competes with various container leasing companies in the
markets in which it conducts business. The container leasing
companies essentially comprises three broad groups. The first
group includes five leasing companies that control almost 65% of
the total leased fleet. The second group, which includes Cronos,
controls approximately 24% of the total leased fleet. The third
group controlling the remaining 11% comprises the smaller, more
specialized fleet operators.
In Cronos experience, ocean carriers generally lease
containers from several leasing companies in order to minimize
dependence on a single supplier.
Economies of scale, worldwide operations, diversity, size of
fleet and financial strength are increasingly important to the
successful operation of a container leasing business.
Additionally, as containerization continues to grow, customers
may demand more flexibility from leasing companies, particularly
regarding the structure of leases, per diem rates, pick-up and
drop-off locations, and the availability of containers.
Cronos believes it has created a strategic advantage due to its
product and funding diversity, allowing it to develop a wider
customer portfolio and lower risk profile.
Cronos lease agreements typically require ocean carriers
to obtain insurance to cover all risks of physical damage and
loss of the equipment under lease, as well as public liability
and property damage insurance. However, the precise nature and
amount of the insurance carried by each ocean carrier varies
from lessee to lessee.
In addition, Cronos has purchased secondary insurance effective
in the event that a lessee fails to have adequate primary
coverage. This insurance covers liability arising out of bodily
injury and/ or property damage as a result of the ownership and
operation of the containers, as well as insurance against loss
or damage to the containers, loss of lease revenue in certain
cases and cost of container recovery and repair in the event
that a customer goes into bankruptcy. Cronos believes that the
nature and amounts of its insurance are customary in the
container leasing industry and subject to standard industry
deductions and exclusions.
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Financial Information about Geographic Areas |
The operations of the Group are subject to the fluctuations of
world economic and political conditions. Such factors may affect
the pattern and levels of world trade. The Group believes that
the risks associated with leases to non US customers are
generally the same as for leases to US customers.
Lease revenue is deemed to be earned based on the physical
location of the containers while on lease. Almost all of the
Groups lease revenue is earned on containers used by its
customers in global trade routes.
9
Accordingly, the Group believes that it does not possess
discernible geographic reporting segments (see additional
discussion in Operating Segments and in Note 2
to the 2004 Consolidated Financial Statements).
An investment in the common shares of the Company involves a
high degree of risk. The principal risks that attend the Company
and its business include the following:
Market for Common Shares. The market for the
Companys outstanding common shares is not liquid. The
Companys four largest groups of shareholders control
approximately 67% of its outstanding common shares. For 2004,
the average daily trading volume in the Companys shares
was 15,448.
Requirement for third party Capital. Cronos is heavily
dependent upon third parties to supply it with the capital
required for container acquisitions. Such capital may not be
available to the Group to enable it to expand its fleet of
containers.
Business & Economic Risks. The Group may be
adversely affected by economic and business factors to which the
transportation industry in general and the container leasing
industry in particular is subject. These factors, which
generally are beyond the control of the Group, include:
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Economic conditions in the shipping industry; |
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The supply and pricing of new and used containers; |
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Fluctuations in world trade:- Demand for leased containers is
dependent upon levels of world trade and the supply of
containers relative to demand. Future fluctuations in world
trade could negatively affect the Groups container leasing
operations; |
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Fluctuations in supply and demand for containers resulting from,
among other things, obsolescence, changes in the methods or
economics of a particular mode of transportation or changes in
governmental regulations or safety standards; |
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Fluctuations in shipping lines fleet mix:- Demand for
leased containers is largely dependent on the decision of
shipping lines to lease containers rather than purchase
containers to supplement their own operating fleets. Any
significant changes in the composition of the shipping
lines leased and owned container fleets could adversely
affect the demand for leased containers; |
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Fluctuations in inflation, interest rates and foreign exchange
rates; |
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Increases in maintenance expenses, taxes, insurance costs, third
party fees and other expenses attributable to the operation and
the maintenance of the containers that cannot be offset by
increased lease revenues from the containers; |
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The risk of uninsured losses with respect to the containers or
insured losses for which insurance proceeds are inadequate; |
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The effects of strikes, labor disputes and foreign political
unrest; and, |
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The risk of terrorist attack involving containers. |
Competition. The container leasing industry is highly
competitive. Some of Cronos competitors have greater
financial resources than Cronos and may be more capable of
offering lower per diem rates on a larger fleet. In addition,
the barriers to entry for the container leasing industry are
relatively low. If the supply of available equipment increased
significantly as a result of new companies entering the
industry, demand for Cronos equipment could be adversely
affected.
Defaults by Lessees. A default by a shipping line may
result in lost revenue for past leasing services and additional
operating expenses. The repossession of containers from shipping
lines which have defaulted can prove difficult and, when
containers are recovered, the Group may not be able to re-lease
the equipment at comparable rates and at favorable lease terms.
10
Residual Value of Containers. The majority of containers
that are at the end of their useful economic life are sold in
the non-maritime secondary market for use as temporary or
permanent storage facilities. The proceeds realized on the
disposition of such containers depends on a variety of factors
including the location of the container at the time of
disposition, foreign currency exchange rates, the lease market
for marine cargo containers, the cost of new containers, the
quantity of used containers being supplied to the secondary
market, technological advances in container construction and in
techniques of ocean transportation, and developments in world
trade. A reduction in container residual values could adversely
affect the long-term returns generated by containers resulting
in reduced profitability and reduced capital availability.
Special Purpose Containers. Special purpose containers
include refrigerated containers and tanks. Refrigerated
containers are subject to inherent risks of mechanical breakdown
and technological obsolescence. Tanks, which can be used t