e10vq

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q


þ		QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2005


o		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO

Commission file number 0-23886

CRONOS GLOBAL INCOME FUND XV, L.P.

(Exact name of registrant as specified in its charter)


California (State or other jurisdiction of incorporation or organization)		94-3186624 (I.R.S. Employer Identification No.)

One Front Street, Suite 925, San Francisco, California 94111
(Address of principal executive offices) (Zip Code)

(415) 677-8990
(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ. No o.

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).Yes o. No þ.

PART I — FINANCIAL INFORMATION

Item 1. Financial Statements

Presented herein are the condensed balance sheets as of June 30, 2005 and December 31, 2004, condensed statements of operations for the three and six months ended June 30, 2005 and 2004, and condensed statements of cash flows for the six months ended June 30, 2005 and 2004, (collectively the “Financial Statements”) for Cronos Global Income Fund XV, L.P. (the “Partnership”) prepared by the Partnership without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States have been condensed or omitted pursuant to such rules and regulations, although the Partnership believes that the disclosures are adequate to make the information presented not misleading. It is suggested that these Financial Statements be read in conjunction with the financial statements and the notes thereto included in the Partnership’s December 31, 2004 Annual Report on Form 10-K. These Financial Statements reflect, in the opinion of the Partnership and Cronos Capital Corp. (“CCC”), the general partner, all adjustments (consisting only of normal recurring adjustments) necessary to present fairly the results for the interim periods. The statements of operations for such interim periods are not necessarily indicative of the results for the full year.

The information in this Quarterly Report on Form 10-Q contains certain “forward-looking statements” within the meaning of the securities laws. These forward-looking statements reflect the current view of the Partnership with respect to future events and financial performance and are subject to a number of risks and uncertainties, many of which are beyond the Partnership’s control. All statements, other than statements of historical facts included in this report, including the statements under “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” regarding the Partnership’s strategy, future operations, financial position, estimated revenues, projected costs, prospects, plans and objectives of the Partnership 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 Partnership does not undertake any obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise. Although the Partnership believes that its plans, intentions and expectations reflected in or suggested by the forward-looking statements made in this report are reasonable, the Partnership can give no assurance that these plans, intentions or expectations will be achieved. Future economic and industry trends that could potentially impact revenues and profitability are difficult to predict.

CRONOS GLOBAL INCOME FUND XV, L.P.

Condensed Balance Sheets

(Unaudited)


	June 30,			December 31,
	2005			2004
Assets
Current assets:
Cash and cash equivalents, includes $4,512,534 at June 30, 2005 and $5,473,320 at December 31, 2004 in interest-bearing accounts	$	4,527,549		$	5,488,320
Net lease receivables due from Leasing Company (notes 1 and 2)		2,094,656			1,348,775
Container rental equipment held for sale		525,251			109,150


Total current assets		7,147,456			6,946,245


Container rental equipment, at cost		103,394,446			110,465,981
Less accumulated depreciation		(62,899,924	)		(63,905,026	)

Net container rental equipment (note 1)		40,494,522			46,560,955


Total assets	$	47,641,978		$	53,507,200


Partners’ Capital

Partners’ capital (deficit):
General partner	$	(662,282	)	$	(916,725	)
Limited partners		48,304,260			54,423,925


Total partners’ capital	$	47,641,978		$	53,507,200

The accompanying notes are an integral part of these financial statements.

CRONOS GLOBAL INCOME FUND XV, L.P.

Condensed Statements of Operations

(Unaudited)


	Three Months Ended						Six Months Ended
	June 30,			June 30,			June 30,			June 30,
	2005			2004			2005			2004
Net lease revenue (notes 1 and 3)	$	2,103,133		$	2,191,183		$	4,373,663		$	3,956,407

Other operating income (expenses):
Depreciation		(1,613,303	)		(1,774,596	)		(3,281,570	)		(3,565,996	)
Other general and administrative expenses		(65,624	)		(55,464	)		(120,279	)		(109,103	)
Asset impairment loss		(125,498	)		—			(125,498	)		—
Net gain (loss) on disposal of equipment		167,101			(55,007	)		318,399			(88,178	)


Income from operations		465,809			306,116			1,164,715			193,130

Other income:
Interest income		26,757			2,333			46,857			4,516


Net income	$	492,566		$	308,449		$	1,211,572		$	197,646


Allocation of net income:
General partner	$	278,418		$	135,992		$	537,247		$	134,884
Limited partners		214,148			172,457			674,325			62,762

	$	492,566		$	308,449		$	1,211,572		$	197,646


Limited partners’ per unit share of net income	$	0.03		$	0.02		$	0.09		$	0.01

The accompanying notes are an integral part of these financial statements.

CRONOS GLOBAL INCOME FUND XV, L.P.

Notes to Unaudited Condensed Financial Statements

(1)

Summary of Significant Accounting Policies

	(a)		Nature of Operations

			Cronos Global Income Fund XV, L.P. (the “Partnership”) is a limited partnership organized under the laws of the State of California on November 26, 1993, for the purpose of owning and leasing marine cargo containers, special purpose containers and container related equipment worldwide to ocean carriers. The Partnership’s operations are subject to the fluctuations of world economic and political conditions. The Partnership believes that the profitability of, and risks associated with, leases to foreign customers is generally the same as those of leases to domestic customers. The Partnership’s leases generally require all payments to be made in United States currency.

			Cronos Capital Corp. (“CCC”) is the general partner and, with its affiliate Cronos Containers Limited (the “Leasing Company”), manages the business of the Partnership. CCC and the Leasing Company also manage the container leasing business for other partnerships affiliated with CCC.

			The Partnership commenced operations on February 22, 1994, when the minimum subscription proceeds of $2,000,000 were received from over 100 subscribers (excluding from such count Pennsylvania residents, the general partner, and all affiliates of the general partner). The Partnership offered 7,500,000 units of limited partnership interest at $20 per unit or $150,000,000. The offering terminated on December 15, 1995, at which time 7,151,569 limited partnership units had been sold.

			The Partnership has completed its 11th year of operations and has entered its liquidation phase wherein the General Partner focuses its attention on the retirement of the remaining equipment in the Partnership’s container fleet. At June 30, 2005, the Partnership’s fleet size was approximately 82% of its original fleet size. The General Partner will take several factors into consideration when examining options for the timing of the disposal of the containers. These factors include the impact of a diminishing fleet size and current market conditions on the level of gross lease revenue, and fixed operating costs relative to this revenue. Parallel to these considerations will be a projected increase in expenses for devoting significant resources to the additional reporting and compliance requirements of Section 404 of the Sarbanes Oxley Act of 2002, which addresses a range of corporate governance, disclosure, and accounting issues. These costs may include increased accounting and administrative expenses for additional staffing and outside professional services by accountants and consultants. These additional costs, depending on their materiality, may reduce the Partnership’s results from operations and therefore negatively affect future distributions to the Limited Partners.

	(b)		Leasing Company and Leasing Agent Agreement

			A Leasing Agent Agreement exists between the Partnership and the Leasing Company, whereby the Leasing Company has the responsibility to manage the leasing operations of all equipment owned by the Partnership. Pursuant to the Agreement, the Leasing Company is responsible for leasing, managing and re-leasing the Partnership’s containers to ocean carriers, and has full discretion over which ocean carriers and suppliers of goods and services it may deal with. The Leasing Agent Agreement permits the Leasing Company to use the containers owned by the Partnership, together with other containers owned or managed by the Leasing Company and its affiliates, as part of a single fleet operated without regard to ownership. Since the Leasing Agent Agreement meets the definition of an operating lease in Statement of Financial Accounting Standards (SFAS) No. 13, it is accounted for as a lease under which the Partnership is lessor and the Leasing Company is lessee.

(Continued)

CRONOS GLOBAL INCOME FUND XV, L.P.

Notes to Unaudited Condensed Financial Statements

(b)

Leasing Company and Leasing Agent Agreement (continued)

The Leasing Agent Agreement generally provides that the Leasing Company will make payments to the Partnership based upon rentals collected from ocean carriers after deducting direct operating expenses and management fees to CCC and the Leasing Company. The Leasing Company leases containers to ocean carriers, generally under operating leases which are either master leases or term leases (mostly one to five years). Master leases do not specify the exact number of containers to be leased or the term that each container will remain on hire but allow the ocean carrier to pick up and drop off containers at various locations, and rentals are based upon the number of containers used and the applicable per-diem rate. Accordingly, rentals under master leases are all variable and contingent upon the number of containers used. Most containers are leased to ocean carriers under master leases; leasing agreements with fixed payment terms are not material to the financial statements. Since there are no material minimum lease rentals, no disclosure of minimum lease rentals is provided in these financial statements.

(c)

Basis of Accounting

The Partnership utilizes the accrual method of accounting. Net lease revenue is recorded by the Partnership in each period based upon its leasing agent agreement with the Leasing Company. Net lease revenue is generally dependent upon operating lease rentals from operating lease agreements between the Leasing Company and its various lessees, less direct operating expenses and management fees due in respect of the containers specified in each operating lease agreement.

(d)

Use of Estimates

			The financial statements are prepared in conformity with accounting principles generally accepted in the United States of America (GAAP), which requires the Partnership to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reported period. Actual results could differ from those estimates.

			The most significant estimates included within the financial statements are the container rental equipment estimated useful lives and residual values, and the estimate of future cash flows from container rental equipment operations, used to determine the carrying value of container rental equipment in accordance with SFAS No. 144. Considerable judgment is required in estimating future cash flows from container rental equipment operations. Accordingly, the estimates may not be indicative of the amounts that may be realized in future periods. As additional information becomes available in subsequent periods, recognition of an impairment of the container rental equipment carrying values may be necessary based upon changes in market and economic conditions.

(Continued)

CRONOS GLOBAL INCOME FUND XV, L.P.

Notes to Unaudited Condensed Financial Statements

(e)

Container Rental Equipment

			Container rental equipment is depreciated using the straight-line basis. Depreciation policies are also evaluated to determine whether subsequent events and circumstances warrant revised estimates of useful lives.

			In accordance with SFAS No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets,” container rental equipment is considered to be impaired if the carrying value of the asset exceeds the expected future cash flows from related operations (undiscounted and without interest charges). If impairment is deemed to exist, the assets are written down to fair value. An analysis is prepared each quarter projecting future cash flows from container rental equipment operations. Current and projected utilization rates, per-diem rental rates, direct operating expenses, fleet size and container disposals are the primary variables utilized by the analysis. Additionally, the Partnership evaluates future cash flows and potential impairment by container type rather than for each individual container, and as a result, future losses could result for individual container dispositions due to various factors, including age, condition, suitability for continued leasing, as well as the geographical location of containers when disposed.

			In June 2005 the Partnership recorded an impairment charge of $125,498 related to 404 forty-foot standard off-hire dry cargo containers located in North America (the “North American Dry Containers”). The impairment charge was a result of CCC’s and the Leasing Company’s review of the Partnership’s North American Dry Containers. The purpose of the review was to consider the sale or continued leasing of these containers, and to identify the consequences, if any, from an accounting perspective. CCC and the Leasing Company identified a number of issues that have had an impact on the carrying value of certain equipment at June 1, 2005.

	i.		The age of the North American Dry Containers.

	ii.		The lack of demand for the North American Dry Containers.

			iii.The cost to reposition the North American Dry Containers to high demand markets.

	iv.		The strong North American container sale market.

CCC and the Leasing Company considered the impact of these factors in June 2005, and determined a change regarding the current marketing strategy for these containers was required. CCC and the Leasing Company concluded that effective June 1, 2005, the North American Dry Containers would be targeted for immediate sale.

Assets to be disposed of: In June 2005, the Leasing Company committed to a plan to dispose of 404 of the Partnership’s North American Dry Containers. It was concluded that the carrying value of these containers, $691,098, exceeded fair value and accordingly, an impairment charge of $125,498 was recorded to operations under impairment losses during June 2005. Fair value was determined by discounting future expected cash flows, which is expected to be the amount received at the time of sale. The expected sales price was estimated by evaluating the current sales price of similar containers.

(Continued)

CRONOS GLOBAL INCOME FUND XV, L.P.

Notes to Unaudited Condensed Financial Statements

(e)

Container Rental Equipment (continued)

In December 2004 the Partnership recorded impairment charges related to 98 refrigerated containers totaling $785,685. The impairment charges were a result of CCC’s and the Leasing Company’s review of the Partnership’s refrigerated containers, specifically those with machinery supplied by a particular manufacturer (the “Sabroe Machinery”). The purpose of the review was to consider the issues concerning the Sabroe Machinery’s reliability for continued use within the lease market, the lack of sufficient quantities of spare parts within the market for required maintenance and repairs of the Sabroe Machinery, and the unwillingness of potential lessees to lease refrigerated containers utilizing the Sabroe Machinery, and to identify the consequences, if any, from an accounting perspective. CCC and the Leasing Company identified a number of issues that have had an impact on the carrying value of certain equipment at December 1, 2004.

	i.		The current lessees of these containers have communicated to the Leasing Company that due to very high operating costs incurred while leasing the containers, they intend to return all of the leased refrigerated containers utilizing the Sabroe Machinery within the next six months.

	ii.		The Leasing Company is unable to obtain sufficient quantities of spare parts within the market for required maintenance and repairs of the Sabroe Machinery, a direct result of the Sabroe Machinery manufacturer no longer conducting business.

	iii.		CCC and the Leasing Company has noted issues regarding the Sabroe Machinery’s reliability for continued use within the lease market, and have deemed the containers to be beyond economical repair.

CCC and the Leasing Company considered the impact of these factors in December 2004, and determined a change regarding the current marketing strategy for these containers was required. CCC and the Leasing Company concluded that effective December 1, 2004, off-hire inventories of the refrigerated containers utilizing the Sabroe Machinery would be targeted for immediate sale. CCC and the Leasing Company also conducted a review of the refrigerated containers utilizing the Sabroe Machinery that were on lease at December 1, 2004.

			Assets to be disposed of: In December 2004, the Leasing Company committed to a plan to dispose of 52 of the Partnership’s refrigerated containers utilizing the Sabroe Machinery. It was concluded that the carrying value of these containers, $539,698, exceeded fair value and accordingly, an impairment charge of $430,548 was recorded to operations under impairment losses during December 2004. During the six-month period ended June 30, 2005, the Partnership sold 51 refrigerated containers targeted for sale as of December 1, 2004. The Partnership recognized a gain of $20,765 on the sale of these containers. It is expected that the remaining refrigerated container will be disposed of during 2005.

			Assets to be held and used: CCC and the Leasing Company conducted a review of 46 of the Partnership’s refrigerated containers utilizing the Sabroe Machinery that were on lease at December 1, 2004. It was concluded that the carrying value of these containers, $478,364, exceeded the future cash flows expected to result from the use of these containers and their eventual disposition, and therefore was not recoverable. Accordingly, a charge of $355,137 was recorded to operations under impairment losses during December 2004.

There were no impairment charges to the carrying value of container rental equipment for the three and six-month periods ended June 30, 2004.

(Continued)

CRONOS GLOBAL INCOME FUND XV, L.P.

Notes to Unaudited Condensed Financial Statements

(f)

Partners’ Capital Accounts

Upon dissolution, the assets of the Partnership will be sold and the proceeds thereof distributed as follows: (i) all of the Partnership’s debts and liabilities to persons other than CCC or the limited partners shall be paid and discharged; (ii) all of the Partnership’s debts and liabilities to CCC and the limited partners shall be paid and discharged; and (iii) the balance of such proceeds shall be distributed to CCC and the limited partners in accordance with the positive balances of CCC and the limited partners’ capital accounts. CCC shall contribute to the Partnership, if necessary, an amount equal to the lesser of the deficit balance in its capital account at the time of such liquidation, or 1.01% of the excess of the Limited Partners’ capital contribution to the Partnership over the capital contributions previously made to the Partnership by CCC, after giving effect to the allocation of income or loss arising from the liquidation of the Partnership’s assets.

(g)

Financial Statement Presentation

			These financial statements have been prepared without audit pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (GAAP) have been condensed or omitted pursuant to such rules and regulations, although the Partnership believes that the disclosures are adequate to make the information presented not misleading. It is suggested that these financial statements be read in conjunction with the financial statements and accompanying notes in the Partnership’s December 31, 2004 Annual Report on Form 10-K.

			The interim financial statements presented herewith reflect in the opinion of management, all adjustments of a normal recurring nature necessary to present fairly the results for the interim periods presented. The results of operations for such interim periods are not necessarily indicative of the results to be expected for the full year.

(2)

Net Lease Receivables Due from Leasing Company

Net lease receivables due from the Leasing Company are determined by deducting direct operating payables and accrued expenses, base management fees payable, and reimbursed administrative expenses payable to CCC and its affiliates from the rental billings earned by the Leasing Company under operating leases to ocean carriers for the containers owned by the Partnership, as well as proceeds earned from container disposals. Net lease receivables at June 30, 2005 and December 31, 2004 were as follows:


	June 30,		December 31,
	2005		2004
Gross lease receivables	$	3,331,828	$	2,704,034
Sales-type lease receivables (net of unearned income)		41,724		—

		3,373,552		2,704,034

Less:
Direct operating payables and accrued expenses		648,101		736,263
Damage protection reserve		297,121		278,829
Base management fees		27,509		85,859
Reimbursed administrative expenses		55,254		61,571
Allowance for doubtful accounts		250,911		192,737

		1,278,896		1,355,259

Net lease receivables	$	2,094,656	$	1,348,775

(Continued)

CRONOS GLOBAL INCOME FUND XV, L.P.

Notes to Unaudited Condensed Financial Statements

(3)

Net Lease Revenue

Net lease revenue is determined by deducting direct operating expenses, base management fees and reimbursed administrative expenses to CCC and its affiliates from the rental revenue earned by the Leasing Company under operating leases to ocean carriers for the containers owned by the Partnership. Net lease revenue for the three and six-month periods ended June 30, 2005 and 2004 were as follows:


	Three Months Ended				Six Months Ended
	June 30,		June 30,		June 30,		June 30,
	2005		2004		2005		2004
Rental revenue (note 4)	$	3,038,326	$	3,239,326	$	6,154,888	$	6,398,833
Interest income from sales-type lease		719		—		719		—

		3,039,045		3,239,326		6,155,607		6,398,833
Less:
Rental equipment operating expenses		556,912		646,510		1,009,945		1,643,643
Base management fees		207,504		223,203		421,651		444,409
Reimbursed administrative expenses
Salaries		126,758		124,565		249,594		250,688
Other payroll related expenses		14,520		14,170		38,527		25,391
General and administrative expenses		30,218		39,695		62,227		78,295

		935,912		1,048,143		1,781,944		2,442,426

Net lease revenue	$	2,103,133	$	2,191,183	$	4,373,663	$	3,956,407

(4)

Operating Segment

		An operating segment is a component of an enterprise that engages in business activities from which it may earn revenues and incur expenses, whose operating results are regularly reviewed by the enterprise’s chief operating decision maker to make decisions about resources to be allocated to the segment and assess its performance, and about which separate financial information is available. CCC and the Leasing Company operate the Partnership’s container fleet as a homogenous unit and have determined that as such it has a single reportable operating segment.

		The Partnership derives its revenues from dry cargo, refrigerated and tank containers used by its customers in global trade routes. As of June 30, 2005, the Partnership operated 20,924 twenty-foot, 7,537 forty-foot and 1,986 forty-foot high-cube marine dry cargo containers, as well as 384 twenty-foot and 86 forty-foot high-cube refrigerated cargo containers, and 212 twenty-four thousand-liter tanks. A summary of gross lease revenue, by product, for the three-month periods ended June 30, 2005 and 2004 follows:


	Three Months Ended				Six Months Ended
	June 30, 2005		June 30, 2004		June 30, 2005		June 30, 2004
Dry cargo containers	$	2,605,428	$	2,751,436	$	5,296,794	$	5,396,279
Refrigerated containers		259,685		338,443		529,451		675,820
Tank containers		173,932		149,447		329,362		326,734


Total	$	3,039,045	$	3,239,326	$	6,155,607	$	6,398,833

Due to the Partnership’s lack of information regarding the physical location of its fleet of containers when on lease in the global shipping trade, the Partnership believes that it does not possess discernible geographic reporting segments as defined in SFAS No. 131 (“SFAS 131”), “Disclosures about Segments of an Enterprise and Related Information.”

(Continued)

CRONOS GLOBAL INCOME FUND XV, L.P.

Notes to Unaudited Condensed Financial Statements

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion of the Partnership’s historical financial condition and results of operations should be read in conjunction with the Partnership’s December 31, 2004 Annual Report on Form 10-K and the financial statements and the notes thereto appearing elsewhere in this report.

Market Overview

At the end of 2004, the World Trade Organization (“WTO”) lifted quotas on imports of textiles and clothing, significantly contributing to a surge in cargo volumes during the first quarter of 2005 as textile and apparel imports from India, South East Asia and especially China accelerated. However, by the start of the second quarter of 2005, cargo volumes for most major trade routes began to decline from levels originally forecasted as a result of a slowing in consumer spending as well as recent decisions by the European Commission and US Government to restrict the growth of various textile and apparel imports that followed the expiration of trade quotas at the end of 2004. Although these market conditions had an impact on the Partnership, the Partnership’s results from operations for the three and six-month periods ending June 30, 2005 was greater than the comparable periods in the prior year primarily as a result of the Partnership’s lease per-diems, high utilization and favorable disposal proceeds realized on the sale of container rental equipment. The disposal of the Partnership’s off-hire containers contributed to the Partnership’s historically high level of dry cargo container utilization, measuring 93% at June 30, 2005, unchanged when compared to December 31, 2004.

Global economic reports for the second quarter of 2005 continue to indicate that consumer spending and economic growth rates have declined from the robust levels experienced in Europe, the US and many of the other developed countries during 2004. The decline in these economic growth rates are a direct result of rising fuel and steel costs, combined with a soaring US trade deficit, higher interest rates, uncertain global market trends, and possible new European and US tariffs on imports from China and other Asian countries. Many economists now are of the opinion that recent declines in these growth rates during the first and second quarters of 2005 are an indicator of slower global economic growth for the remainder of 2005. Inventories of consumer-related goods in both Europe and the US remain at high levels. It is reported that some exporters, concerned about port congestion, shipped goods early in 2005 and are still working to reduce inventory levels. Further declines in economic growth rates during 2005 may contribute to a weakening in container leasing market conditions and reduced demand for new and existing containers. In the long term, industry experts believe that the future of the container shipping industry is favorable, as outsourcing to China and other parts of Asia increases, previously-restrictive trade agreements expire, new trade agreements are negotiated, and as China gains access to global markets in which it previously played a small role.

The price of a new dry cargo container increased to a peak of $2,300 during the first six months of 2005 and declined to approximately $1,950 at the end of June 2005 due to reduced demand for new containers. Although container prices may fluctuate over the remainder of 2005, the long-term outlook for container prices continues to show an inflationary bias tied to energy costs, steel prices and interest rates. These higher prices have forced some shipping lines, as well as leasing companies, to reconsider capital expenditure levels for new container investment during 2005. A reduction in new container capital expenditures by the shipping lines could result in the shipping lines leasing more containers from the leasing companies, including the Partnership’s containers.

Ports, railroads and inland transportation systems, particularly in the US and Europe, appear to have avoided the congestion problem that arose from the higher trade volumes experienced in recent years, since recent cargo growth has been less robust. Congestion creates problems throughout the entire supply chain network, increasing the turnaround time for containerships and the delivery time of shipper goods, as well as reducing the available supply of containers. Port congestion in many locations has been attributable to underestimating the growth in containerized cargo activity over the last few years, delays in expanding existing facilities and in planning new facilities due to environmental concerns, as well

as the implementation of larger containerships. Expansion of the world’s ports and terminals is considered to be the key to relieving future congestion problems, as further efficiency gains are not expected to create significant increases in port and terminal capacity.

During the three-month period ending June 30, 2005, inventory levels of off-hire containers remained at favorable levels, as shipping lines continue to employ leased containers to meet their containerized cargo requirements. The low inventory levels generally have resulted in substantial decreases in storage and other inventory related operating expenses. A significant increase in container inventories in future periods may contribute to increases in storage expenses.

Sales proceeds realized on the sale of used containers remained favorable during the second quarter of 2005, as buyer demand remained strong. A significant increase in inventory levels in future periods could adversely impact sales proceeds realized on the sale of containers. The Leasing Company, on behalf of the Partnership, may consider the disposal of the Partnership’s remaining off-hire containers in locations whereby container sale prices equal or exceed targets established by both CCC and the Leasing Company.

The Partnership’s average dry cargo container per-diem rate for the three-month period ending June 30, 2005 increased approximately 1% compared to the same period in the prior year. Per-diem rates for older containers are expected to maintain their current level for the remainder of 2005.

Virtually all of the top 20 shipping lines experienced strong profit growth during 2004 and first half of 2005, arguably the period of strongest market conditions experienced by the shipping industry. In response, the shipping industry is in a period of major consolidation, as AP MØller-Mersk has proposed a takeover of P&O Ned-Lloyd, two of the world’s largest shipping lines. It is expected that this merger will have consequences for virtually every business involved in container shipping. Industry experts speculate that other mergers and takeovers may take place. Current conditions appear to favor the larger more established shipping lines, which strategically view current conditions as an opportunity to implement long-term strategic plans to increase market share and consolidate a fragmented container shipping industry.

The increased trade volumes of recent years have contributed to shortages of both containerships and tonnage capacity. As a result, shipping lines have embarked on a major new shipbuilding program. Industry analysts are expressing concern that the current program of new shipbuilding may create over-capacity within the shipping industry once the new containerships scheduled for delivery during 2006 and 2007 are placed in service. Based on current orders, industry analysts predict that the world’s containership fleet will exceed 10 million TEU by the end of 2007, compared to less than 7 million TEU at the beginning of 2004. Over-capacity may contribute to lower charter and freight rates as shippers take advantage of the capacity surplus created by the additional containerships. These changes may result in a reduction in profitability for shipping lines, which in turn could have adverse implications for container lessors, including a decline in the demand for leased containers and a reduction in container per-diem rental rates. The financial impact of losses from shipping lines may eventually influence the demand for leased containers, as some shipping lines may experience additional financial difficulties, consolidate, or become insolvent. The Partnership, CCC and the Leasing Company continue to monitor the aging of lease receivables, collections and the credit exposure to various existing and new customers.

Results of Operations

Pursuant to the Limited Partnership Agreement of the Partnership, all authority to administer the business of the Partnership is vested in CCC. A Leasing Agent Agreement exists between CCC and the Leasing Company, whereby the Leasing Company has the responsibility to manage the leasing operations of all equipment owned by the Partnership. Pursuant to the Agreement, the Leasing Company is responsible for leasing, managing and re-leasing the Partnership’s containers to ocean carriers and has full discretion over which ocean carriers and suppliers of goods and services it may deal with. The Leasing Agent Agreement permits the Leasing Company to use the containers owned by the Partnership, together with other containers owned or managed by the Leasing Company and its affiliates, as part of a single fleet operated without regard to ownership.

The primary component of the Partnership’s results of operations is net lease revenue. Net lease revenue is determined by deducting direct operating expenses, management fees and reimbursed administrative expenses from gross lease revenues billed by the Leasing Company from the leasing of the Partnership’s containers. Net lease revenue is directly related to the size, utilization and per-diem rental rates of the Partnership’s fleet. Direct operating expenses are direct costs associated with the Partnership’s containers. Direct operating expenses may be categorized as follows:

	•		Activity-related expenses including agent and depot costs such as repairs, maintenance and handling.

	•		Inventory-related expenses for off-hire containers, comprising storage and repositioning costs. These costs are sensitive to the quantity of off-hire containers as well as the frequency at which containers are re-delivered.

	•		Legal and other expenses including legal costs related to the recovery of containers and doubtful accounts, insurance and provisions for doubtful accounts.

At June 30, 2005, approximately 82% of the original equipment remained in the Partnership’s fleet, as compared to approximately 86% at December 31, 2004. The following table summarizes the composition of the Partnership’s fleet (based on container type) at June 30, 2005.


	Dry Cargo						Refrigerated				Tank
	Containers						Containers				Containers
					40-Foot				40-Foot
	20-Foot		40-Foot		High-Cube		20-Foot		High-Cube		24,000-Liter
Containers on lease:
Master lease		13,756		4,359		1,478		255		41		135
Term lease
Short term¹		2,203		767		200		52		1		30
Long term²		3,821		1,234		184		—		24		32
Sales-type lease		—		—		—		—		6		—

Subtotal		19,780		6,360		1,862		307		72		197
Containers off lease		1,144		1,177		124		77		14		15

Total container fleet		20,924		7,537		1,986		384		86		212


	Dry Cargo															Refrigerated										Tank
	Containers															Containers										Containers
											40-Foot
	20-Foot					40-Foot					High-Cube					20-Foot					40-Foot					24,000-Liter
	Units		%			Units		%			Units		%			Units		%			Units		%			Units		%
Total purchases		26,446		100	%		8,751		100	%		2,179		100	%		463		100	%		100		100	%		229		100	%
Less disposals		5,522		21	%		1,214		14	%		193		9	%		79		17	%		14		14	%		17		7	%

Remaining fleet at June 30, 2005		20,924		79	%		7,537		86	%		1,986		91	%		384		83	%		86		86	%		212		93	%


1.		Short term leases represent term leases that are either scheduled for renegotiation or that may expire on or before June 30, 2006.

2.		Long term leases represent term leases, the majority of which will expire between July 2006 and December 2009.

Three Months Ended June 30, 2005 Compared to the Three Months Ended June 30, 2004

Net lease revenue was $2,103,133 for the three months ended June 30, 2005 compared to $2,191,183 for the same period in the prior year. The decrease was primarily due to a $201,000 decline in gross rental revenue, partially offset by a $89,598 reduction in rental equipment expenses. Gross rental revenue was impacted by the Partnership’s smaller fleet size, partially offset by a 1% increase in the average dry cargo per-diem rental rate and an increase in fleet utilization rates when compared to the same three month period in the prior year. The decrease in direct operating expenses was attributable to the Partnership’s higher combined utilization rates in the three-month period ended June 30, 2005, compared to the same period in the prior year, and its impact on activity and inventory-related expenses. The Partnership experienced declines in expenses such as handling, repair and maintenance, repositioning and storage costs. These decreases in direct operating expenses were partially offset by an increase in the provision for doubtful accounts.

The Partnership’s average fleet size and utilization rates for the three-month periods ended June 30, 2005 and 2004 were as follows:


	Three Months Ended
	June 30,			June 30,
	2005			2004
Fleet size (measured in twenty-foot equivalent units (TEU))

Dry cargo containers		40,712			43,834
Refrigerated containers		564			647
Tank containers		213			221

Average utilization rates
Dry cargo containers		92	%		90	%
Refrigerated containers		84	%		88	%
Tank containers		92	%		88	%

Other components of net lease revenue, including management fees and reimbursed administrative expenses, were lower by a combined $22,633 when compared to the same period in 2004.

Depreciation expense of $1,613,303 for the three months ended June 30, 2005 declined by $161,293 when compared to the corresponding period in 2004, a direct result of the Partnership’s aging and declining fleet size.

Other general and administrative expenses amounted to $65,624 for the three month period ended June 30, 2005, an increase of $10,160 or 18% when compared to the same period in 2004, primarily due to an increase in investor communication expenses.

Asset impairment loss of $125,498 was incurred by the Partnership in the second quarter of 2005 relating to off-hire forty-foot dry cargo containers located in North America (the “North American Dry Containers”). CCC and the Leasing Company conducted a review, the purpose of which was to consider the issues concerning the sale or continued leasing of the North American Dry Containers, and to identify the consequences, if any, from an accounting perspective. CCC and the Leasing Company concluded that the North American Dry Containers would be targeted for immediate sale, effective June 1, 2005.

Assets to be disposed of: In June 2005, the Leasing Company committed to a plan to dispose of 404 of the Partnership’s North American dry containers. It was concluded that the carrying value of these containers, $691,098, exceeded fair value and accordingly, an impairment charge of $125,498 was recorded to operations under impairment losses. These North American Dry Containers are expected to be disposed of over the next two quarters of 2005. Fair value was determined by discounting future expected cash flows, which is expected to be the amount received at the time of sale. The expected sales price was estimated by evaluating the current sales price of similar containers.

There was no reduction to the carrying value of container rental equipment due to impairment during the three-month period ended June 30, 2004.

Net gain on disposal of equipment for the three months ended June 30, 2005 was $167,101 during the second quarter of 2005, compared to a net loss of $55,007 for the corresponding period in 2004. The Partnership disposed of 1,041 containers, as compared to 384 containers during the same three-month period in 2004. Included within the 1,041 containers disposed during the second quarter of 2005 were:

	•		Two refrigerated containers impaired and targeted for sale as of December 1, 2004. A gain of $1,197 was attributable to the sale of these containers.

	•		33 North American Dry Containers impaired and targeted for sale as of June 1, 2005. A gain of $4,465 was attributable to the sale of these 33 containers.

The Partnership believes that the net gain on container disposals in the three-month period ended June 30, 2005 was a result of various factors, including the volume of disposed containers, the age, condition, suitability for continued leasing, as well as the geographical location of the containers when disposed. These factors will continue to influence the amount of sales proceeds received and the related gain or loss on container disposals, as well as agreements entered into for the sale of the Partnership’s remaining containers.

Six Months Ended June 30, 2005 Compared to the Six Months Ended June 30, 2004

Net lease revenue was $4,373,663 for the six months ended June 30, 2005 compared to $3,956,407 for the same period in the prior year. The increase was primarily due to a $633,698 reduction in rental equipment expenses, partially offset by a $243,945 decline in gross rental revenue. The decrease in direct operating expenses was attributable to the Partnership’s higher combined utilization rates in the six-month period ended June 30, 2005, compared to the same period in the prior year, and its impact on activity and inventory-related expenses such as handling, repair and maintenance, repositioning and storage costs. The Partnership also experienced a decline the provision for doubtful accounts. Gross rental revenue was impacted by the Partnership’s smaller fleet size, partially offset by a 3% increase in the average dry cargo per-diem rental rate and an increase in fleet utilization rates when compared to the same six month period in the prior year.

The Partnership’s average fleet size and utilization rates for the six-month periods ended June 30, 2005 and 2004 were as follows:


	Six Months Ended
	June 30,			June 30,
	2005			2004
Fleet size (measured in twenty-foot equivalent units (TEU))
Dry cargo containers		41,277			44,021
Refrigerated containers		577			650
Tank containers		213			221

Average utilization rates
Dry cargo containers		92	%		88	%
Refrigerated containers		83	%		89	%
Tank containers		91	%		89	%

Other components of net lease revenue, including management fees and reimbursed administrative expenses, were lower by a combined $26,785 when compared to the same period in 2004.

Depreciation expense of $3,281,570 for the six months ended June 30, 2005 declined by $284,426 when compared to the corresponding period in 2004, a direct result of the Partnership’s aging and declining fleet size.

Other general and administrative expenses amounted to $120,279 for the six month period ended June 30, 2005, an increase of $11,176 or 10% when compared to the same period in 2004.

Impairment charges were incurred by the Partnership relating to the North American Dry Containers. In the second quarter of 2005, CCC and the Leasing Company undertook a review of the Partnership’s North American Dry Containers. Due to various factors including the age and demand of the North American Dry Containers, as well as the cost to reposition the containers to high demand markets, and the strong North American container sale market, CCC and the Leasing Company concluded that effective June 1, 2005, 404 North American Dry Containers would be targeted for immediate sale. It was concluded that the carrying value of the North American Dry Containers to be disposed of exceeded fair value and accordingly, an impairment charge of $125,498 was recorded to operations under impairment losses.

There was no reduction to the carrying value of container rental equipment due to impairment during the six-month period ended June 30, 2004.

Net gain on disposal of equipment for the six months ended June 30, 2005 was $318,399, as compared to a net loss of $88,178 for the corresponding period in 2004. The Partnership disposed of 1,791 containers for the first six months of 2005, compared to 703 containers during the same six-month period in 2004. Included within the 1,791 containers disposed during the first half of 2005 were:

	•		51 refrigerated containers impaired and targeted for sale as of December 1, 2004. A gain of $20,765 was attributable to the sale of these 51 impaired refrigerated containers.

	•		33 North American Dry Containers impaired and targeted for sale as of June 1, 2005. A gain of $4,465 was attributable to the sale of these 33 containers.

The Partnership believes that the net gain on container disposals in the six-month period ended June 30, 2005, was a result of various factors, including the volume of disposed containers, the age, condition, suitability for continued leasing, as well as the geographical location of the containers when disposed.

The level of the Partnership’s container disposals in subsequent periods, the price of steel, new container prices and the current leasing market’s impact on sales prices for existing older containers such as those owned by the Partnership, as well as agreements entered into for the sale of the Partnership’s remaining containers, will also contribute to fluctuations in the net gain or loss on disposals. There were no reductions to the carrying value of container rental equipment due to impairment during the three and six-month periods ended June 30, 2004.

Liquidity and Capital Resources

The Partnership’s primary objective is to generate cash flow from operations for distribution to its limited partners. Aside from the initial working capital reserve retained from gross subscription proceeds (equal to approximately 1% of such proceeds), the Partnership relies primarily on container rental receipts to meet this objective, as well as to finance operating needs. Cash generated from container sales proceeds are distributed to its limited partners. No credit lines are maintained to finance working capital. Commencing in 2004, the Partnership’s 11th year of operations, the Partnership began focusing its attention on the disposition of its fleet in accordance with another of its original investment objectives, realizing the residual value of its containers after the expiration of their economic useful lives, estimated to be between 12 to 15 years after placement in leased service. During 2005, the Partnership will begin to actively dispose of its fleet, with cash proceeds from equipment disposals, in addition to cash from operations, providing the cash flow for distributions to the limited partners.

The Partnership has completed its 11th year of operations and has entered its liquidation phase wherein the General Partner focuses its attention on the retirement of the remaining equipment in the Partnership’s container fleet. At June 30, 2005, the Partnership’s fleet size was approximately 82% of its original fleet size. The General Partner will take several factors into consideration when examining options for the timing of the disposal of the containers. These factors include the impact of a diminishing fleet size and current market conditions on the level of gross lease revenue, and fixed operating costs relative to this revenue. Parallel to these considerations will be a projected increase in expenses for the additional reporting and compliance requirements of Section 404 of the Sarbanes Oxley Act of 2002, which addresses a range of corporate governance, disclosure, and accounting issues. These costs may include increased accounting and administrative expenses for additional staffing and outside professional services by accountants and consultants. These additional costs, depending on their materiality, may reduce the Partnership’s results from operations and therefore negatively affect future distributions to the Limited Partners. Upon the liquidation of CCC’s interest in the Partnership, CCC shall contribute to the Partnership, if necessary, an aggregate amount equal to the lesser of the deficit balance in its capital account at the time of such liquidation, or 1.01% of the excess of the Limited Partners’ capital contribution to the Partnership over the capital contributions previously made to the Partnership by CCC, after giving effect to the allocation of income or loss arising from the liquidation of the Partnership’s assets.

Distributions are paid monthly, based primarily on each quarter’s cash flow from operations. Monthly distributions are also affected by periodic increases or decreases to working capital reserves, as deemed appropriate by the general partner. The liquidation of the Partnership’s remaining containers will be the primary factor influencing the future level of cash from operating, investing and financing activities.

At June 30, 2005, the Partnership had $4,527,549 in cash and cash equivalents, a decrease of $960,771 from the cash balances at December 31, 2004. The Partnership invests its working capital, as well as cash flows from operations and the sale of containers that have not yet been distributed to CCC or its limited partners, in money market funds. The liquidation of the Partnership’s remaining containers will be the primary factor influencing the future level of cash from operating, investing and financing activities.

Cash from Operating Activities: Net cash provided by operating activities, primarily generated from the billing and collection of net lease revenue, was $3,991,035 during the six months ended June 30, 2005, compared to $3,720,011 for the same six month period in 2004.

Cash from Investing Activities: Net cash provided by investing activities was $2,124,988 during the six months ended June 30, 2005, compared to $706,558 in the corresponding period of 2004. The 2005 amount was comprised of $2,121,044 of sales proceeds generated from the sale of container equipment and $3,944 of payment received on the sales-type lease for the sale of rental equipment. In comparison, during the six-month period ended June 30, 2004, net cash provided by investing activities was comprised of $706,558 of sales proceeds generated from the sale of container equipment.

Cash from Financing Activities: Net cash used in financing activities was $7,076,794 during the six months ended June 30, 2005 compared to $3,958,206 during the six months ended June 30, 2004. These amounts represent distributions to the Partnership’s general and limited partners.

Critical Accounting Policies

The Partnership’s accounting policies are fundamental to understanding management’s discussion and analysis of results of operations and financial condition. The Partnership has identified three policies as being significant because they require the Partnership to make subjective and/or complex judgments about matters that are inherently uncertain. These policies include the following:

	•		Container equipment — depreciable lives

	•		Container equipment — valuation

	•		Allowance for doubtful accounts

The Partnership, in consultation with its audit committee, has reviewed and approved these significant accounting policies which are further described in the Partnership’s 2004 Annual Report on Form 10-K.

Inflation

The Partnership believes inflation has not had a material adverse effect on the results of its operations.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Exchange rate risk: Substantially all of the Partnership’s revenues are billed and paid in US dollars and a significant portion of costs are billed and paid in US dollars. The Leasing Company believes that the proportion of US dollar revenues may decrease in future years, reflecting a more diversified customer base and lease portfolio. Of the non-US dollar direct operating expenses, the majority are individually small, unpredictable and incurred in various denominations. Thus, the Leasing Company determined such amounts are not suitable for cost effective hedging. As exchange rates are outside of the control of the Partnership and Leasing Company, there can be no assurance that such fluctuations will not adversely affect the Partnership’s results of operations and financial condition.

Item 4. Controls and Procedures

The principal executive and principal financial officers of CCC have evaluated the disclosure controls and procedures of the Partnership as of the end of the period covered by this quarterly report. As used herein, the term “disclosure controls and procedures” has the meaning given to the term by Rule 13a-15 under the Securities Exchange Act of 1934, as amended (“Exchange Act”), and includes the controls and other procedures of the Partnership that are designed to ensure that information required to be disclosed by the Partnership in the reports that it files with the SEC under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Based upon their evaluation, the principal executive and principal financial officers of CCC have concluded that the Partnership’s disclosure controls and procedures were effective such that the information required to be disclosed by the Partnership in this quarterly report is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms applicable to the preparation of this report and is accumulated and communicated to CCC’s management, including CCC’s principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosures.

There have been no significant changes in the Partnership’s internal controls or in other factors that could significantly affect the Partnership’s internal controls subsequent to the evaluation described above conducted by CCC’s principal executive and financial officers.

PART II — OTHER INFORMATION

Item 1. Legal Proceedings

Not applicable.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Not applicable.

Item 3. Defaults Upon Senior Securities

Not applicable.

Item 4. Submissions of Matters to a Vote of Securities Holders

Not applicable.

Item 5. Other Information

Not applicable.

Item 6. Exhibits

(a) Exhibits


Exhibit
No	Description	Method of Filing
3(a)	Limited Partnership Agreement, amended and restated as of December 15, 1993	*
3(b)	Certificate of Limited Partnership	**
10	Form of Leasing Agent Agreement with Cronos Containers Limited	***
31.1	Rule 13a-14 Certification	Filed with this document
31.2	Rule 13a-14 Certification	Filed with this document
32	Section 1350 Certification	Filed with this document
		****


*		Incorporated by reference to Exhibit “A” to the Prospectus of the Partnership dated December 17, 1993, included as part of Registration Statement on Form S-1 (No. 33-69356)

**		Incorporated by reference to Exhibit 3.2 to the Registration Statement on Form S-1 (No. 33-69356)

***		Incorporated by reference to Exhibit 10.2 to the Registration Statement on Form S-1 (No. 33-69356)

****		This certification, required by Section 906 of the Sarbanes-Oxley Act of 2002, other than as required by Section 906, is not to be deemed “filed” with the Commission or subject to the rules and regulations promulgated by the Commission under the Securities Exchange Act of 1934, as amended, or to the liabilities of Section 18 of said Act.

EXHIBIT INDEX


Exhibit
No	Description	Method of Filing
3(a)	Limited Partnership Agreement, amended and restated as of December 15, 1993	*

3(b)	Certificate of Limited Partnership	**

10	Form of Leasing Agent Agreement with Cronos Containers Limited	***

31.1	Rule 13a-14 Certification	Filed with this document

31.2	Rule 13a-14 Certification	Filed with this document

32	Section 1350 Certification	Filed with this document ****


*		Incorporated by reference to Exhibit “A” to the Prospectus of the Partnership dated December 17, 1993, included as part of Registration Statement on Form S-1 (No. 33-69356)

**		Incorporated by reference to Exhibit 3.2 to the Registration Statement on Form S-1 (No. 33-69356)

***		Incorporated by reference to Exhibit 10.2 to the Registration Statement on Form S-1 (No. 33-69356)

****		This certification, required by Section 906 of the Sarbanes-Oxley Act of 2002, other than as required by Section 906, is not to be deemed “filed” with the Commission or subject to the rules and regulations promulgated by the Commission under the Securities Exchange Act of 1934, as amended, or to the liabilities of Section 18 of said Act.


	Six Months Ended
	June 30,			June 30,
	2005			2004
Net cash provided by operating activities	$	3,991,035		$	3,720,011

Cash provided by investing activities:
Proceeds from disposal of equipment		2,121,044			706,558
Payment received on sales-type lease for sale of rental equipment		3,944			—

		2,124,988			706,558

Cash used in financing activities:
Distributions to general partner		(282,804	)		(173,832	)
Distributions to limited partners		(6,793,990	)		(3,784,374	)


		(7,076,794	)		(3,958,206	)


Net (decrease) increase in cash and cash equivalents		(960,771	)		468,363

Cash and cash equivalents at the beginning of the period		5,488,320			3,637,938


Cash and cash equivalents at the end of the period	$	4,527,549		$	4,106,301


		CRONOS GLOBAL INCOME FUND XV, L.P.

		By		Cronos Capital Corp. The General Partner

		By		/s/ Dennis J. Tietz

				Dennis J. Tietz
				President and Director of Cronos Capital Corp. (“CCC”) Principal Executive Officer of CCC

		By		/s/ John Kallas

				John Kallas
				Chief Financial Officer and Director of Cronos Capital Corp. (“CCC”) Principal Financial and Accounting Officer of CCC


	PAGE
PART I — FINANCIAL INFORMATION		3

Item 1. Financial Statements		3

Condensed Balance Sheets – June 30, 2005 and December 31, 2004(unaudited)		4

Condensed Statements of Operations for the three and six months ended June 30, 2005 and 2004 (unaudited)		5

Condensed Statements of Cash Flows for the six months ended June 30, 2005 and 2004 (unaudited)		6

Notes to Condensed Financial Statements (unaudited)		7

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		13

Item 3. Quantitative and Qualitative Disclosures About Market Risk		20

Item 4. Controls and Procedures		20

PART II — OTHER INFORMATION		21

Item 1. Legal Proceedings		21

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		21

Item 3. Defaults Upon Senior Securities		21

Item 4. Submissions of Matters to a Vote of Securities Holders		21

Item 5. Other Information		21

Item 6. Exhibits		21