10-Q 1 f42662be10vq.htm FORM 10-Q e10vq
Table of Contents

 
 
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, 2008
OR
     
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   94-3186624
(State or other jurisdiction of   (I.R.S. Employer
incorporation or organization)   Identification No.)
     
One Front Street, Suite 925, San Francisco, California   94111
(Address of principal executive offices)   (Zip Code)
(415) 677-8990
(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 a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
             
Large accelerated filer o    Accelerated filer o    Non-accelerated filer   o
(Do not check if a smaller reporting company)
  Smaller reporting company þ 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o No þ
 
 

 


 

CRONOS GLOBAL INCOME FUND XV, L.P.
Report on Form 10-Q for the Quarterly Period
Ended June 30, 2008
TABLE OF CONTENTS
             
        PAGE
 
           
PART I — FINANCIAL INFORMATION     1  
 
           
  Financial Statements     1  
 
           
 
  Unaudited Condensed Balance Sheets – June 30, 2008 and December 31, 2007     2  
 
           
 
  Unaudited Condensed Statements of Income for the three and six months ended June 30, 2008 and 2007     3  
 
           
 
  Unaudited Condensed Statements of Cash Flows for the six months ended June 30, 2008 and 2007     4  
 
           
 
  Unaudited Notes to the Condensed Financial Statements     5  
 
           
  Management’s Discussion and Analysis of Financial Condition and Results of Operations     12  
 
           
  Quantitative and Qualitative Disclosures About Market Risk     16  
 
           
  Controls and Procedures     16  
 
           
  Controls and Procedures     16  
 
           
PART II — OTHER INFORMATION     17  
 
           
  Legal Proceedings     17  
 
           
  Risk Factors     17  
 
           
  Unregistered Sales of Equity Securities and Use of Proceeds     17  
 
           
  Defaults Upon Senior Securities     17  
 
           
  Submissions of Matters to a Vote of Securities Holders     17  
 
           
  Other Information     17  
 
           
  Exhibits     17  
 EXHIBIT 31.1
 EXHIBIT 31.2
 EXHIBIT 32

 


Table of Contents

PART I — FINANCIAL INFORMATION
Item 1. Financial Statements
Presented herein are Cronos Global Income Fund XV, L.P.’s (the “Partnership”) condensed balance sheets as of June 30, 2008 and December 31, 2007, condensed statements of income for the three and six months ended June 30, 2008 and 2007, and condensed statements of cash flows for the six months ended June 30, 2008 and 2007, (collectively the “Financial Statements”) 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 of America 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 should be read in conjunction with the financial statements and the notes thereto included in the Partnership’s December 31, 2007, 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 income 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 “would”, “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.

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CRONOS GLOBAL INCOME FUND XV, L.P.
Condensed Balance Sheets
(Unaudited)
                 
    June 30,     December 31,  
    2008     2007  
Assets
               
 
               
Current assets:
               
Cash and cash equivalents, includes $2,726,063 at June 30, 2008 and $3,065,880 at December 31, 2007 in interest-bearing accounts
  $ 2,741,063     $ 3,080,880  
Net lease receivables due from Leasing Agent
    1,127,577       1,209,641  
Sales-type lease receivables, due from Leasing Agent within one year, net
    79,272       75,829  
Direct finance lease receivables, due from Leasing Agent within one year, net
    30,356        
 
           
 
               
Total current assets
    3,978,268       4,366,350  
 
           
 
               
Sales-type lease receivables, due from Leasing Agent after one year, net
    56,997       97,595  
Direct finance lease receivables, due from Leasing Agent after one year, net
    32,623        
 
               
Container rental equipment, at cost
    61,171,027       66,783,024  
Less accumulated depreciation
    (48,116,482 )     (50,454,037 )
 
           
Net container rental equipment
    13,054,545       16,328,987  
 
           
Total assets
  $ 17,122,433     $ 20,792,932  
 
           
 
               
Partners’ Capital
               
 
               
Partners’ capital:
               
General partner
  $ 5,723     $ 5,791  
Limited partners
    17,116,710       20,787,141  
 
           
 
               
Total partners’ capital
  $ 17,122,433     $ 20,792,932  
 
           
The accompanying notes are an integral part of thses condensed financial statements

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CRONOS GLOBAL INCOME FUND XV, L.P.
Condensed Statements of Income
(Unaudited)
                                 
    Three Months Ended     Six Months Ended  
    June 30,     June 30,     June 30,     June 30,  
    2008     2007     2008     2007  
Net lease revenue from Leasing Agent
  $ 984,776     $ 1,282,058     $ 2,082,304     $ 2,647,405  
 
                               
Other operating income (expenses):
                               
Depreciation
    (988,147 )     (1,199,109 )     (1,985,015 )     (2,475,412 )
Other general and administrative expenses
    (100,503 )     (77,963 )     (177,867 )     (152,083 )
Net gain on disposal of equipment
    421,349       255,811       699,229       512,650  
 
                       
 
    (667,301 )     (1,021,261 )     (1,463,653 )     (2,114,845 )
 
                       
 
                               
Income from operations
    317,475       260,797       618,651       532,560  
 
                               
Other income:
                               
Interest income
    3,561       39,975       14,717       80,079  
 
                       
Net income
  $ 321,036     $ 300,772     $ 633,368     $ 612,639  
 
                       
 
                               
Allocation of net income:
                               
General partner
  $ 64,635     $ 122,733     $ 132,051     $ 434,600  
Limited partners
    256,401       178,039       501,317       178,039  
 
                       
 
  $ 321,036     $ 300,772     $ 633,368     $ 612,639  
 
                       
 
                               
Limited partners’ per unit share of net income
  $ 0.04     $ 0.02     $ 0.07     $ 0.02  
 
                       
The accompanying notes are an integral part of thses condensed financial statements

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CRONOS GLOBAL INCOME FUND XV, L.P.
Condensed Statements of Cash Flows
(Unaudited)
                 
    Six Months Ended  
    June 30,     June 30,  
    2008     2007  
Net cash provided by operating activities
  $ 2,119,744     $ 2,748,672  
 
               
Cash flows from investing activities:
               
Proceeds from sale of container rental equipment
    1,844,306       2,471,661  
 
               
Cash flows from financing activities:
               
Distributions to general partner
    (132,119 )     (172,104 )
Distributions to limited partners
    (4,171,748 )     (5,244,484 )
 
           
Net cash used in financing activities
    (4,303,867 )     (5,416,588 )
 
           
 
               
Net decrease in cash and cash equivalents
    (339,817 )     (196,255 )
 
               
Cash and cash equivalents at the beginning of the period
    3,080,880       3,442,940  
 
           
 
               
Cash and cash equivalents at the end of the period
  $ 2,741,063     $ 3,246,685  
 
           
The accompanying notes are an integral part of thses condensed financial statements

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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 August 26, 1993, for the purpose of owning and leasing dry and specialized marine cargo containers to ocean carriers. 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, CCC, and all affiliates of CCC). 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.
 
      Cronos Capital Corp. (“CCC”), the general partner and its affiliate, Cronos Containers Limited (the “Leasing Agent”), manage the business of the Partnership. CCC and the Leasing Agent also manage the container leasing business for other partnerships affiliated with CCC.
 
      In March 2008, the Partnership commenced its 15th year of operations and continued its liquidation phase wherein CCC focuses its attention on the retirement of the remaining equipment in the Partnership’s container fleet. At June 30, 2008, approximately 48% of the original equipment remained in the Partnership’s fleet. CCC 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 generated, and the level of operating costs relevant to this revenue. CCC will also consider the impact of the additional reporting and compliance requirements associated with the introduction of Section 404 of the Sarbanes Oxley Act of 2002. The Partnership is required to be in compliance with Section 404 for the year ended December 31, 2008, however, the SEC has extended the requirement for auditor attestation compliance to fiscal years ending on or after December 15, 2009.
 
      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 to domestic customers. The Partnership’s leases generally require all payments to be made in United States dollars.
 
  (b)   Leasing Agent
 
      The Partnership and the Leasing Agent have entered into an agreement (the “Leasing Agent Agreement”) whereby the Leasing Agent manages the leasing operations for all equipment owned by the Partnership. In addition to responsibility for leasing and re-leasing the equipment to ocean carriers, the Leasing Agent disposes of the containers at the end of their useful economic life 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 Agent to use the containers owned by the Partnership, together with other containers owned or managed by the Leasing Agent and its affiliates, as part of a single fleet operated without regard to ownership. The Leasing Agent Agreement generally provides that the Leasing Agent will make payments to the Partnership based upon rentals collected from ocean carriers after deducting direct operating expenses and management fees due both to CCC and the Leasing Agent.
(Continued)

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CRONOS GLOBAL INCOME FUND XV, L.P.
Notes to Unaudited Condensed Financial Statements
(1) Summary of Significant Accounting Policies (continued)
  (b)   Leasing Agent and Leasing Agent Agreement (continued)
 
      The Leasing Agent leases containers to ocean carriers, generally under operating leases which are either master leases or term leases (mostly one to five years) and occasionally under sales-type leases and direct finance leases. 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 charged and recognized based upon the number of containers used and the applicable per-diem rate. Accordingly, rentals under master leases are variable and contingent upon the number of containers used.
 
      Term leases are for a fixed quantity of containers for a fixed period of time, typically varying from three to five years. In most cases, containers cannot be returned prior to the expiration of the lease. Term lease agreements may contain early termination penalties that apply in the event of early redelivery. Term leases provide greater revenue stability to the lessor, usually 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. Rentals under term leases are charged and recognized based upon the number of containers leased, the applicable per diem rate and the length of the lease, irrespective of the number of days which the customer actually uses the containers.
 
      Sales-type leases and direct finance leases are long-term in nature, usually 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 usually higher than rates charged under either term or master leases.
 
  (c)   Basis of Presentation
 
      The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for annual financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the interim period are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2008. For further information, refer to the financial statements and footnotes thereto included in the Partnership’s Annual Report on Form 10-K for the year ended December 31, 2007.
 
  (d)   Use of Estimates in interim financial statements
 
      The preparation of interim financial statements, in conformity with US GAAP and SEC regulations for interim reporting, requires the Partnership to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reported period. The most significant estimates relate to the carrying value of equipment including estimates relating to depreciable lives, residual values and asset impairments. Actual results could differ from those estimates.
(Continued)

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CRONOS GLOBAL INCOME FUND XV, L.P.
Notes to Unaudited Condensed Financial Statements
(1) Summary of Significant Accounting Policies (continued)
  (e)   Container Rental Equipment
 
      Container rental equipment is depreciated over a 15-year life using the straight-line basis to a residual value of 10% of the original equipment cost. Depreciation policies are also evaluated to determine whether subsequent events and circumstances warrant revised estimates of useful lives. Residual values are only revised downwards.
 
      In accordance with Statement of Financial Accounting Standards (“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 projecting future cash flows from container rental equipment operations is prepared annually, or upon material changes in market conditions. The primary variables utilized in the analysis are current and projected utilization rates, per-diem rental rates, direct operating expenses, fleet size, container disposal proceeds and the timing of container disposals. Additionally, the Partnership evaluates future cash flows and potential impairment for its entire fleet rather than for container type or each individual container, and as a result, future losses could result for individual container dispositions due to various factors, including age, condition, suitability for continued leasing, as well as the geographical location of containers when disposed. There were no impairment charges recorded against the carrying value of container rental equipment for the six-month periods ended June 30, 2008 and 2007.
 
  (f)   Allocation of Net Income or Loss, Partnership Distributions and Partners’ Capital
 
      Net income or loss has been allocated between the general and limited partners in accordance with the Partnership Agreement. The Partnership Agreement generally provides that CCC shall at all times maintain at least a 1% interest in each item of income or loss, including the gain arising from the sale of containers. The Partnership Agreement further provides that the gain arising from the sale of containers be allocated first to the partners with capital account deficit balances in an amount sufficient to eliminate any deficit capital account balance. Thereafter, the Partnership’s gains arising from the sale of containers are allocated to the partners in accordance with their share of sale proceeds distributed. The Partnership Agreement also provides for income (excluding the gain arising from the sale of containers) for any period, be allocated to CCC in an amount equal to that portion of CCC’s distributions in excess of 1% of the total distributions made to both CCC and the limited partners of the Partnership for such period, as well as other allocation adjustments.
 
      Actual cash distributions differ from the allocations of net income or loss between the general and limited partners as presented in these financial statements. Partnership distributions are paid to its partners (general and limited) from distributable cash from operations, allocated 95% to the limited partners and 5% to CCC. Distributions of sales proceeds are allocated 99% to the limited partners and 1% to CCC. The allocations remain in effect until such time as the limited partners have received from the Partnership aggregate distributions in an amount equal to their capital contributions plus an 8% cumulative, compounded (daily), annual return on their adjusted capital contributions. Thereafter, all Partnership distributions will be allocated 85% to the limited partners and 15% to CCC. Cash distributions from operations to CCC in excess of 5% of distributable cash will be considered an incentive fee and will be recorded as compensation to CCC, with the remaining distributions from operations charged to partners’ capital.
(Continued)

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CRONOS GLOBAL INCOME FUND XV, L.P.
Notes to Unaudited Condensed Financial Statements
(1) Summary of Significant Accounting Policies (continued)
  (f)   Allocation of Net Income or Loss, Partnership Distributions and Partners’ Capital (continued)
 
      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 distribution 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)   Accounting pronouncements adopted during the period
 
      On February 15, 2007 the Financial Accounting Standards Board (“FASB”) issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities — Including an Amendment of FASB Statement No. 115” (“SFAS 159”). This standard permits an entity to choose to measure many financial instruments and certain other items at fair value. The unrealized gains and losses on items for which the fair value option has been elected will be reported in earnings at each subsequent reporting date. The fair value option: (a) may be applied instrument by instrument, with a few exceptions, such as investments otherwise accounted for by the equity method; (b) is irrevocable (unless a new election date occurs); and (c) is applied only to entire instruments and not to portions of instruments. On January 1, 2008 the Partnership adopted SFAS 159, however, the Partnership has elected not to use the fair value option for any of its existing financial assets and liabilities and consequently, adoption had no impact.
 
      In September 2006 the FASB issued SFAS No. 157, “Fair Value Measurements” (“SFAS 157”), which provides a single definition of fair value, establishes a framework for the measurement of fair value and expands disclosure about the use of fair value to measure assets and liabilities. SFAS 157 is effective for fiscal years beginning after November 15, 2007, and for interim periods within those fiscal years. In February 2008, the FASB issued FSP 157-2, “Effective Date of FASB Statement No. 157”, which permits a one-year deferral for the implementation of SFAS 157 with regard to non-financial assets and liabilities that are not recognized or disclosed at fair value in the financial statements on a recurring basis (at least annually). The Partnership elected to defer adoption of SFAS 157 for such items and does not currently anticipate that adoption for non-financial assets and liabilities in 2009 will have a material impact to the financial statements. The Partnership adopted the effective provisions of SFAS 157 as of January 1, 2008. There was no impact to the condensed interim financial statements upon adoption. At June 30, 2008, the Partnership did not have any financial assets or liabilities that were subject to the expanded disclosures regarding fair value measurements, consequently adoption had no disclosure impact.
(Continued)

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CRONOS GLOBAL INCOME FUND XV, L.P.
Notes to Unaudited Condensed Financial Statements
(1) Summary of Significant Accounting Policies (continued)
  (h)   Accounting pronouncements not yet adopted
 
      In May 2008 the FASB issued SFAS No. 162, “The Hierarchy of Generally Accepted Accounting Principles” (“SFAS 162”). SFAS 162 identifies the sources of accounting principles and the framework for selecting the principles to be used in the preparation of financial statements of nongovernmental entities that are presented in conformity with generally accepted accounting principles. SFAS 162 is effective 60 days following the SEC’s approval of the Public Company Accounting Oversight Board amendments to AU Section 411, The Meaning of Present Fairly in Conformity With Generally Accepted Accounting Principles. The Partnership does not believe adoption of SFAS 162 will have an impact on the financial statements.
(2) Net Lease Receivables Due from Leasing Agent
Net lease receivables due from Leasing Agent at June 30, 2008 and December 31, 2007 comprised:
                 
    June 30,     December 31,  
    2008     2007  
Gross lease receivables
  $ 1,737,148     $ 1,817,673  
Less:
               
Direct operating payables and accrued expenses
    344,642       341,305  
Base management fees payable
    78,500       86,349  
Reimbursed administrative expenses
    27,869       25,760  
Allowance for doubtful accounts
    158,560       154,618  
 
           
 
    609,571       608,032  
 
           
Net lease receivables due from Leasing Agent
  $ 1,127,577     $ 1,209,641  
 
           
Included within the amount of gross lease receivables are $144,349 and $191,187 in respect of amounts owed by the Leasing Agent in relation to the disposal of containers for the six months ended June 30, 2008 and the year ended December 31, 2007, respectively.
(Continued)

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CRONOS GLOBAL INCOME FUND XV, L.P.
Notes to Unaudited Condensed Financial Statements
(3)   Net Lease Revenue
 
    Net lease revenue for the three and six-month periods ended June 30, 2008 and 2007 were as follows:
                                 
    Three Months Ended     Six Months Ended  
    June 30,     June 30,     June 30,     June 30,  
    2008     2007     2008     2007  
Gross lease revenue
  $ 1,321,093     $ 1,705,177     $ 2,714,687     $ 3,565,069  
Less:
                               
Direct operating expenses
    163,914       209,671       291,612       473,892  
Base management fees
    93,863       121,398       189,061       251,030  
Reimbursed administrative expenses
                               
Salaries
    60,370       63,515       114,938       130,588  
Other payroll related expenses
    5,930       9,507       12,626       22,110  
General and administrative expenses
    12,240       19,028       24,146       40,044  
 
                       
Total reimbursed administrative expenses
    78,540       92,050       151,710       192,742  
 
                       
 
    336,317       423,119       632,383       917,664  
 
                       
Net lease revenue
  $ 984,776     $ 1,282,058     $ 2,082,304     $ 2,647,405  
 
                       
(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. The general partner operates the Partnership’s container fleet as a homogenous unit and has determined that as such, it has a single reportable operating segment.
 
    A summary of gross lease revenue earned by each Partnership container type for the three and six-month periods ended June 30, 2008 and 2007 follows:
                                 
    Three Months Ended     Six Months Ended  
    June 30,     June 30,     June 30,     June 30,  
    2008     2007     2008     2007  
Dry cargo containers
  $ 1,104,916     $ 1,437,984     $ 2,266,919     $ 3,019,097  
Refrigerated containers
    75,824       124,488       161,295       260,112  
Tank containers
    140,353       142,705       286,473       285,860  
 
                       
Total
  $ 1,321,093     $ 1,705,177     $ 2,714,687     $ 3,565,069  
 
                       
    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 “Disclosures about Segments of an Enterprise and Related Information” (“SFAS 131”).
(Continued)

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CRONOS GLOBAL INCOME FUND XV, L.P.
Notes to Unaudited Condensed Financial Statements
(5)   Limited Partners’ Capital
 
    Cash distributions made to the limited partners for the six-month periods ended June 30, 2008 and 2007 were as follows:
                 
    Six Months Ended  
    June 30,     June 30,  
    2008     2007  
Cash Distribution from Operations
  $ 2,115,673     $ 2,801,030  
Cash Distribution from Sales Proceeds
    2,056,075       2,443,454  
 
           
Total Cash Distributions
  $ 4,171,748     $ 5,244,484  
 
           
    These distributions are used in determining “Adjusted Capital Contributions” as defined by the Partnership Agreement.
 
    The limited partners’ per unit share of capital was $2 at June 30, 2008 and $3 at December 31, 2007, respectively. This is calculated by dividing the limited partners’ capital at the end of June 30, 2008 and December 31, 2007 by 7,151,569, the total number of outstanding limited partnership units.

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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, 2007 Annual Report on Form 10-K and the financial statements and the notes thereto appearing elsewhere in this report.
Results of Operations
Overview
     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 (“Agreement”) exists between the Partnership and the Leasing Agent, whereby the Leasing Agent is responsible for managing the leasing operations of all equipment owned by the Partnership. Pursuant to the Agreement, the Leasing Agent leases, manages and re-leases 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 Agreement permits the Leasing Agent to use the containers owned by the Partnership, together with other containers owned or managed by the Leasing Agent and its affiliates, as part of a single fleet operated without regard to ownership.
     The Partnership derives revenues from marine dry cargo, refrigerated and tank containers that are used by its customers in global trade routes. As of June 30, 2008, the Partnership operated 12,151 twenty-foot, 4,411 forty-foot and 1,430 forty-foot high-cube marine dry cargo containers, as well as 111 twenty-foot and 22 forty-foot high-cube refrigerated containers, and 195 twenty-four thousand-liter tanks.
     The following chart summarizes the composition of the Partnership’s operating lease fleet (based on container type) at June 30, 2008:
                                                 
    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
    8,072       3,228       1,101       51       4       100  
Term lease
                                               
Short term1
    1,548       195       62       16       3       50  
Long term2
    2,276       896       222       7       13       37  
 
                                   
 
    3,824       1,091       284       23       16       87  
 
                                   
Subtotal
    11,896       4,319       1,385       74       20       187  
Containers off lease
    255       92       45       37       2       8  
 
                                   
Total container fleet
    12,151       4,411       1,430       111       22       195  
 
                                   
 
1.   Short term leases represent term leases that are either scheduled for renegotiation or that may expire on or before June 2009.
 
2.   Long term leases represent term leases, the majority of which will expire between July 2009 and December 2019.
     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 generated 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 and the frequency and size of repositioning moves undertaken; and
 
    Legal and other expenses, including legal costs related to the recovery of containers and doubtful accounts, insurance and provisions for doubtful accounts.

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     At June 30, 2008, approximately 48% of the original equipment remained in the Partnership’s fleet, compared to approximately 52% at December 31, 2007. The following table details the proportion of the fleet remaining by product:
                                                                                                 
    Dry Cargo     Refrigerated     Tank  
    Containers     Containers     Containers  
                                    40-Foot                     40-Foot        
    20-Foot     40-Foot     High-Cube     20-Foot     High-Cube     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
    14,295       54 %     4,340       50 %     749       34 %     352       76 %     78       78 %     34       15 %
 
                                                                       
Remaining fleet at June 30, 2008
    12,151       46 %     4,411       50 %     1,430       66 %     111       24 %     22       22 %     195       85 %
 
                                                                       
     In the course of the last twelve months, the average lease per-diem rate for the combined Partnership fleet declined by 11%. This decline may be attributed to a number of factors:
  §   The Leasing Agent extended certain expiring leases at lower rental rates;
 
  §   Off hire containers were placed on leases at rates that, although they resulted in a reduction in the average per-diem rental rates, also significantly lowered inventory levels; and
 
  §   The overall lease market for the Partnership’s older containers continues to be very competitive and, therefore, subject to significant pricing pressures.
     As a result of these changes and other market factors, the average utilization rate for the combined Partnership fleet was 3% higher in the second quarter of 2008 than in the corresponding period of 2007. The level of direct operating expenses declined in line with the reduction in inventories of off hire containers.
     The Partnership’s average fleet size and utilization rates for the six-month periods ended June 30, 2008 and 2007 were as follows:
                 
    Six Months Ended  
    June 30,     June 30,  
    2008     2007  
Fleet size (measured in twenty-foot equivalent units (TEU))
               
Dry cargo containers
    24,871       29,649  
Refrigerated containers
    254       397  
Tank containers
    197       198  
 
               
Average utilization rates
               
Dry cargo containers
    99 %     95 %
Refrigerated containers
    88 %     71 %
Tank containers
    95 %     93 %
     The sale of the Partnership’s off-hire containers is in accordance with one of the Partnership’s original investment objectives, which was to realize the residual value of its containers after the expiration of their useful lives, estimated to be between 12 and 15 years after placement in service. The sale of these containers has positively affected the Partnership’s results from operations and minimized storage and other inventory-related costs incurred for its off-hire containers. The secondary market demand for used containers remained favorable during the second quarter of 2008. Changes in future inventory levels, as well as significant fluctuations in new container prices, may affect sales proceeds realized on the sale of the Partnership’s remaining containers. The price of a new twenty-foot dry cargo container increased from approximately $2,000 at the end of 2007 to $2,500 by the end of the second quarter of 2008. The volatility in new container pricing is expected throughout the remainder of 2008.

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Three Months Ended June 30, 2008, Compared to the Three Months Ended June 30, 2007
Overview
     Net income for the three months ended June 30, 2008, of $321,036 was slightly higher than for the corresponding period of 2007. The primary changes between the two periods included the impact of:
  §   an increase in the levels of gains recorded on the disposal of equipment at the end of its useful maritime life; and
 
  §   a decline in the levels of net lease revenues that was in line with the reduction in the size of the fleet.
Analysis & Discussion
     Net lease revenue was $984,776 for the three months ended June 30, 2008 compared to $1,282,058 for the same period in the prior year. The decline was primarily due to a $384,084 decline in gross lease revenue (a component of net lease revenue), reflecting the Partnership’s smaller fleet size and a 5% decline in the dry cargo container per-diem rental rates. This was partly offset by a $45,757 reduction in direct operating expenses (a component of net lease revenue) as both activity-related and inventory-related expenses decreased in line with the decline in inventories of off-hire containers.
     Depreciation expense of $988,147 for the three months ended June 30, 2008 declined by $210,962, or 18%, when compared to the corresponding period in 2007, a direct result of the Partnership’s declining fleet size.
     Other general and administrative expenses amounted to $100,503 for the three-month period ended June 30, 2008, an increase of $22,540, or 29%, when compared to the same period in 2007. This change was attributable to higher fees for audit, printing and banking services.
     Net gains on disposal of equipment for the three months ended June 30, 2008 and 2007 were $421,349 and $255,811, respectively. The increase was primarily due to higher average sales proceeds and lower average net book value. The Partnership disposed of 807 containers, compared to 1,102 containers during the same three-month period in 2007.
     The net gain on container disposals in the three-month period ended June 30, 2008, was a result of various factors, including 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.
Six Months Ended June 30, 2008, Compared to the Six Months Ended June 30, 2007
Overview
     Net income for the six months ended June 30, 2008, of $633,368 was slightly higher than for the corresponding period of 2007. The primary changes between the two periods included the impact of:
  §   an increase in the levels of gains recorded on the disposal of equipment at the end of its useful maritime life; and
 
  §   a decline in the levels of net lease revenues that was in line with the reduction in the size of the fleet.
Analysis & Discussion
     Net lease revenue was $2,082,304 for the six months ended June 30, 2008 compared to $2,647,405 for the same period in the prior year. The decline was primarily due to an $850,382 decline in gross lease revenue (a component of net lease revenue), reflecting the Partnership’s smaller fleet size and a 6% decline in the dry cargo container per-diem rental rates. This was partly offset by a $182,280 reduction in direct operating expenses (a component of net lease revenue)as both activity-related and inventory-related expenses decreased in line with the decline in inventories of off-hire containers.

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     Depreciation expense of $1,985,015 for the six months ended June 30, 2008 declined by $490,397, or 20%, when compared to the corresponding period in 2007, a direct result of the Partnership’s declining fleet size.
     Other general and administrative expenses were $177,867 for the six-month period ended June 30, 2008, an increase of $25,784, or 17%, when compared to the same period in 2007. This change was attributable to higher fees for audit, printing and banking services.
     Net gains on disposal of equipment for the six months ended June 30, 2008 and 2007 were $699,229 and $512,650, respectively. The Partnership disposed of 1,585 containers, compared to 2,324 containers during the same six-month period in 2007.
Liquidity and Capital Resources
     During the Partnership’s first 10 years of operations, the Partnership’s primary objective was to generate cash flow from operations for distribution to its limited partners. The Partnership relies primarily on container rental receipts to meet this objective. Cash generated from container sales proceeds are distributed to the partners. No credit lines are maintained to finance working capital. Commencing in 2005, the Partnership’s 11th year of operations, the Partnership began to focus 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 15 years after placement in leased service.
     In March 2008, the Partnership commenced its 15th year of operations and continued its liquidation phase. At June 30, 2008, approximately 48% of the original equipment remained in the Partnership’s fleet. CCC 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 generated, and the level of fixed operating costs relative to this revenue. Upon the liquidation of CCC’s interest in the Partnership, 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.
     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 CCC. Cash distributions from operations are allocated 5% to CCC and 95% to the limited partners. Distributions of sales proceeds are allocated 1% to CCC and 99% to the limited partners. This sharing arrangement will remain in place until the limited partners have received aggregate distributions in an amount equal to their capital contributions plus an 8% cumulative, compounded (daily) annual return on their adjusted capital contributions. Thereafter, all distributions will be allocated 15% to CCC and 85% to the limited partners, pursuant to Section 6.1(b) of the Partnership’s Partnership Agreement.
     At June 30, 2008, the Partnership had $2,741,063 in cash and cash equivalents, a decrease of $339,817 from cash balances at December 31, 2007. The Partnership invests its cash balances in money market funds.
     Cash from Operating Activities: Net cash provided by operating activities, primarily generated by net lease revenue receipts, was $2,119,744 during the six months ended June 30, 2008, compared to $2,748,672 for the same six-month period in 2007.
     Cash from Investing Activities: Net cash provided by investing activities was $1,844,306 during the six months ended June 30, 2008, compared to $2,471,661 in the corresponding period of 2007. These amounts represent sales proceeds generated from the sale of container rental equipment.
     Cash from Financing Activities: Net cash used in financing activities was $4,303,867 during the six months ended June 30, 2008, compared to $5,416,588 during the six months ended June 30, 2007. These amounts represent distributions to the Partnership’s general and limited partners. The Partnership’s continuing container disposals should produce lower operating results, and consequently, lower distributions to its partners in subsequent periods.

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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 and residual values
 
    Container equipment – recoverability and valuation in accordance with SFAS 144 “Accounting for the Impairment or Disposal of Long Lived Assets”
 
    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 2007 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. Of the non-US dollar direct operating expenses, the majority are individually small, unpredictable and incurred in various denominations. Thus, the Leasing Agent determined such amounts are not suitable for cost effective hedging. As exchange rates are outside of the control of the Partnership and Leasing Agent, there can be no assurance that such fluctuations will not adversely affect the Partnership’s results of operations and financial condition. The Partnership believes it does not have significant exposure to other forms of market risk.
Item 4. Controls and Procedures
     See Item 4T.
Item 4T. 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 report. As used herein, the term “disclosure controls and procedures” has the meaning given to the term by Rule 13a-15(e) 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 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.

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PART II — OTHER INFORMATION
Item 1. Legal Proceedings
Not applicable.
Item 1A. Risk Factors
There are no material changes from the risk factors as previously disclosed in the Partnership’s December 31, 2007 Form 10-K in response to Item 1A to Part I of Form 10-K.
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.

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SIGNATURES
     Pursuant to the requirements of the Securities Exchange Act of 1934, the Partnership has duly caused this Report to be signed on its behalf by the undersigned thereunto duly authorized.
             
    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/ Frank P. Vaughan    
 
           
 
      Frank P. Vaughan    
 
      Chief Financial Officer and    
 
      Director of Cronos Capital Corp. (“CCC”)    
 
      Principal Financial and Accounting Officer of CCC    
Date: August 8, 2008

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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.