-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Vb5MuINWYwXQ66NQkVac9EleUcKe+Y1vClYoJ9lNchLnjdRSewxAkYCDw31fncc+ XqdKBh/JL6uA9HXYAHZYDw== 0000950149-97-001250.txt : 19970617 0000950149-97-001250.hdr.sgml : 19970617 ACCESSION NUMBER: 0000950149-97-001250 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19970331 FILED AS OF DATE: 19970616 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: CRONOS GLOBAL INCOME FUND XV LP CENTRAL INDEX KEY: 0000912605 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-EQUIPMENT RENTAL & LEASING, NEC [7359] IRS NUMBER: 943186624 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-23886 FILM NUMBER: 97624579 BUSINESS ADDRESS: STREET 1: 444 MARKET ST STREET 2: 15TH FLR CITY: SAN FRANCISCO STATE: CA ZIP: 94111 BUSINESS PHONE: 4156778990 10-Q 1 FORM 10-Q 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 1997 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM ________ TO ________ Commission file number 0-23886 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.) 444 MARKET STREET, 15TH FLOOR, SAN FRANCISCO, CALIFORNIA 94111 (Address of principal executive offices) (Zip Code) (415) 677-8990 (Registrant's telephone number, including area code) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X . No . ----- ----- 2 CRONOS GLOBAL INCOME FUND XV, L.P. REPORT ON FORM 10-Q FOR THE QUARTERLY PERIOD ENDED MARCH 31, 1997 TABLE OF CONTENTS
PAGE PART I - FINANCIAL INFORMATION Item 1. Financial Statements Balance Sheets - March 31, 1997 (unaudited) and December 31, 1996 4 Statements of Operations for the three months ended March 31, 1997 and 1996 (unaudited) 5 Statements of Cash Flows for the three months ended March 31, 1997 and 1996 (unaudited) 6 Notes to Financial Statements (unaudited) 7 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 11 PART II - OTHER INFORMATION Item 5. Other Materially Important Events 14 Item 6. Exhibits and Reports on Form 8-K 15
2 3 PART I - FINANCIAL INFORMATION Item 1. Financial Statements Presented herein are the Registrant's balance sheets as of March 31, 1997 and December 31, 1996, statements of operations for the three months ended March 31, 1997 and 1996, and statements of cash flows for the three months ended March 31, 1997 and 1996. 3 4 CRONOS GLOBAL INCOME FUND XV, L.P. BALANCE SHEETS (UNAUDITED)
March 31, December 31, 1997 1996 ------------- ------------- Assets ------ Current assets: Cash and cash equivalents, includes $3,723,867 at March 31, 1997 and $5,508,329 at December 31, 1996 in interest-bearing accounts $ 3,756,930 $ 5,508,568 Net lease receivables due from Leasing Company (notes 1 and 2) 2,718,929 2,935,397 ------------- ------------- Total current assets 6,475,859 8,343,965 ------------- ------------- Container rental equipment, at cost 124,283,349 123,720,710 Less accumulated depreciation 15,060,037 13,265,647 ------------- ------------- Net container rental equipment 109,223,312 110,455,063 ------------- ------------- Organizational costs, net 1,688,652 1,837,545 ------------- ------------- $ 117,387,823 $ 120,636,573 ============= ============= Liabilities and Partners' Capital --------------------------------- Current liabilities: Due to general partner (notes 1 and 3) $ -- $ 31,650 Container rental equipment purchases payable -- 633,000 ------------- ------------- Total current liabilities -- 664,650 ------------- ------------- Partners' capital (deficit): General partner (19,308) (19,059) Limited partners 117,407,131 119,990,982 ------------- ------------- Total partners' capital 117,387,823 119,971,923 ------------- ------------- $ 117,387,823 $ 120,636,573 ============= =============
The accompanying notes are an integral part of these financial statements. 4 5 CRONOS GLOBAL INCOME FUND XV, L.P. STATEMENTS OF OPERATIONS (UNAUDITED)
Three Months Ended -------------------------- March 31, March 31, 1997 1996 ---------- ---------- Net lease revenue (notes 1 and 4) $3,141,734 $3,124,126 Other operating expenses: Depreciation and amortization 1,953,480 1,724,455 Other general and administrative expenses 32,288 43,584 ---------- ---------- 1,985,768 1,768,039 ---------- ---------- Earnings from operations 1,155,966 1,356,087 Other income: Interest income 60,806 356,916 Net gain on disposal of equipment 25,851 21,428 ---------- ---------- 86,657 378,344 ---------- ---------- Net earnings $1,242,623 $1,734,431 ========== ========== Allocation of net earnings: General partner $ 191,087 $ 185,481 Limited partners 1,051,536 1,548,950 ---------- ---------- $1,242,623 $1,734,431 ========== ========== Limited partners' per unit share of net earnings $ .15 $ .22 ========== ==========
The accompanying notes are an integral part of these financial statements. 5 6 CRONOS GLOBAL INCOME FUND XV, L.P. STATEMENTS OF CASH FLOWS (UNAUDITED)
Three Months Ended ------------------------------- March 31, March 31, 1997 1996 ------------ ------------ Net cash provided by operating activities $ 3,293,893 $ 3,331,890 Net cash provided by (used in) investing activities: Proceeds from sale of container rental equipment 53,105 127,886 Purchase of container rental equipment (1,211,348) (16,405,451) Acquisition fees paid to general partner (60,567) (820,273) ------------ ------------ Net cash used in investing activities (1,218,810) (17,097,838) ------------ ------------ Cash flows used in financing activities: Offering and organizational expenses -- (9,317) Distribution to partners (3,826,723) (3,673,060) ------------ ------------ Net cash used in financing activities (3,826,723) (3,682,377) ------------ ------------ Net decrease in cash and cash equivalents (1,751,640) (17,448,325) Cash and cash equivalents at January 1 5,508,570 34,051,217 ------------ ------------ Cash and cash equivalents at March 31 $ 3,756,930 $ 16,602,892 ============ ============ Supplemental disclosure for cash flow information: Cash paid during the period for: Interest $ -- $ 10,967 ============ ============
The accompanying notes are an integral part of these financial statements. 6 7 CRONOS GLOBAL INCOME FUND XV, L.P. NOTES TO UNAUDITED 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 marine cargo containers, special purpose containers and container related equipment. Cronos Capital Corp. ("CCC") is the general partner and, with its affiliate Cronos Containers Limited (the "Leasing Company"), manages the business of the Partnership. The Partnership shall continue until December 31, 2012, unless sooner terminated upon the occurrence of certain events. 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 purchased. As of March 31, 1997, the Partnership operated 25,753 twenty-foot, 8,716 forty-foot and 1,786 forty-foot high- cube marine dry cargo containers, 463 twenty-foot and 100 forty-foot refrigerated containers and 229 twenty four thousand-liter tanks. (b) Leasing Company and Leasing Agent Agreement The Partnership has entered into a Leasing Agent Agreement whereby the Leasing Company has the responsibility to manage the leasing operations of all equipment owned by the Partnership. Pursuant to the Agreement, the Leasing Company is responsible for leasing, managing and re-leasing the Partnership's containers to ocean carriers and has full discretion over which ocean carriers and suppliers of goods and services it may deal with. The Leasing Agent Agreement permits the Leasing Company to use the containers owned by the Partnership, together with other containers owned or managed by the Leasing Company and its affiliates, as part of a single fleet operated without regard to ownership. Since the Leasing Agent Agreement meets the definition of an operating lease in Statement of Financial Accounting Standards (SFAS) No. 13, it is accounted for as a lease under which the Partnership is lessor and the Leasing Company is lessee. The Leasing Agent Agreement generally provides that the Leasing Company will make payments to the Partnership based upon rentals collected from ocean carriers after deducting direct operating expenses and management fees to CCC and the Leasing Company. The Leasing Company leases containers to ocean carriers, generally under operating leases which are either master leases or term leases (mostly two to five years). Master leases do not specify the exact number of containers to be leased or the term that each container will remain on hire but allow the ocean carrier to pick up and drop off containers at various locations; rentals are based upon the number of containers used and the applicable per-diem rate. Accordingly, rentals under master leases are all variable and contingent upon the number of containers used. Most containers are leased to ocean carriers under master leases; leasing agreements with fixed payment terms are not material to the financial statements. Since there are no material minimum lease rentals, no disclosure of minimum lease rentals is provided in these financial statements. (Continued) 7 8 CRONOS GLOBAL INCOME FUND XV, L.P. NOTES TO UNAUDITED 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) Financial Statement Presentation These financial statements have been prepared without audit. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting procedures have been omitted. It is suggested that these financial statements be read in conjunction with the financial statements and accompanying notes in the Partnership's latest annual report on Form 10-K. The preparation of financial statements in conformity with generally accepted accounting principles (GAAP) requires the Partnership to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reported period. Actual results could differ from those estimates. The interim financial statements presented herewith reflect all adjustments of a normal recurring nature which are, in the opinion of management, necessary to a fair statement of the financial condition and results of operations for the interim periods presented. (2) Net Lease Receivables Due from Leasing Company Net lease receivables due from the Leasing Company are determined by deducting direct operating payables and accrued expenses, base management fees payable, and reimbursed administrative expenses payable to CCC and its affiliates from the rental billings payable by the Leasing Company to the Partnership under operating leases to ocean carriers for the containers owned by the Partnership. Net lease receivables at March 31, 1997 and December 31, 1996 were as follows:
March 31, December 31, 1997 1996 ---------- ------------ Lease receivables, net of doubtful accounts of $109,656 at March 31, 1997 and $103,642 at December 31, 1996 $4,795,632 $4,774,921 Less: Direct operating payables and accrued expenses 1,278,657 1,121,152 Damage protection reserve 353,187 369,212 Base management fees 349,612 347,587 Reimbursed administrative expenses 95,247 101,573 ---------- ---------- $2,718,929 $2,835,397 ========== ==========
(Continued) 8 9 CRONOS GLOBAL INCOME FUND XV, L.P. NOTES TO UNAUDITED FINANCIAL STATEMENTS (3) Due to General Partner The amount due to CCC at December 31, 1996 consists of acquisition fees. (4) 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 billed by the Leasing Company under operating leases to ocean carriers for the containers owned by the Partnership. Net lease revenue for the three months ended March 31, 1997 and 1996 were as follows:
Three Months Ended ------------------------- March 31, March 31, 1997 1996 ---------- ---------- Rental revenue $5,156,869 $4,911,247 Less: Rental equipment operating expenses 1,385,595 1,145,699 Base management fees 358,137 338,120 Reimbursed administrative expenses 271,403 303,302 ---------- ---------- $3,141,734 $3,124,126 ========== ==========
9 10 CRONOS GLOBAL INCOME FUND XV, L.P. NOTES TO UNAUDITED FINANCIAL STATEMENTS (5) Container Rental Equipment Purchases As of March 31, 1997, the Partnership had purchased the following types of container rental equipment:
Purchased from Purchased Container Total Equipment Type from CCC Manufacturers Purchased -------------- -------- ------------- --------- Dry Cargo Containers: Twenty-foot 8,357 17,292 25,649 Forty-foot 2,884 5,867 8,751 Forty-foot high-cube 397 1,400 1,797 Refrigerated Cargo Containers: Twenty-foot 163 300 463 Forty-foot high-cube 100 -- 100 Tank Containers: 24,000-liter 133 96 229
The aggregate purchase price (excluding acquisition fees) of the equipment acquired by the Partnership through March 31, 1997 was $118,371,769, all of which was paid from the Net Proceeds of this offering. Of the aggregate, $39,848,185 of equipment thereof had been acquired from CCC or its affiliates, and $78,523,583 of equipment thereof had been acquired from third-party container manufacturers located in Taiwan, South Korea, India, Indonesia, the People's Republic of China, Italy and the United Kingdom. Equipment acquired from CCC or its affiliates had been purchased by CCC and its affiliates as new equipment, and was resold to the Partnership at cost, minus the net revenues earned by CCC in operating the equipment prior to its resale to the Partnership. 10 11 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations It is suggested that the following discussion be read in conjunction with the Registrant's most recent annual report on Form 10-K. 1) Material changes in financial condition between March 31, 1997 and December 31, 1996. The Registrant initiated its offering of limited partnership interests to the public subsequent to December 17, 1993. The Registrant commenced operations on February 22, 1994 when the minimum subscription proceeds of $2,000,000 was obtained from at least 100 investors (excluding from such count, Pennsylvania residents, the general partner, and affiliates of the general partner). At December 15, 1995, the termination date of the offering, the Registrant had raised $143,031,380 through the offering of limited partnership interests, from which it had paid brokerage commissions, reimbursed CCC for public offering expenses, and purchased equipment. The following table sets forth the use of said subscription proceeds as of March 31, 1997.
Percentage of Amount Gross Proceeds ------------ -------------- Gross Subscription Proceeds $143,031,380 100.0% Public Offering Expenses: Underwriting Commissions 14,303,138 10.0% Offering and Organization Expenses 2,977,551 2.1% ------------ ----- Total Public Offering Expenses 17,280,689 12.1% ------------ ----- Net Proceeds 125,750,691 87.9% Acquisition Fees 5,918,588 4.1% Working Capital Reserve 1,460,334 1.0% ------------ ----- Gross Proceeds Invested in Equipment $118,371,769 82.8% ============ =====
During the first quarter of 1997, the Registrant expended $633,000 of unused proceeds to pay for containers purchased and accepted during 1996. Additionally, during the first quarter of 1997, the Registrant expended $578,348 of cash generated from sales proceeds to pay for containers purchased from the general partner and manufacturer during the first quarter of 1997. At March 31, 1997, the Registrant had approximately $170,000 in cash generated from equipment sales reserved as part of its cash balances. Throughout the remainder of 1997, the Registrant expects to continue using cash generated from equipment sales to purchase and replace containers which have been lost or damaged beyond repair. Net lease receivables at March 31, 1997 declined 4% when compared to December 31, 1996. Contributing to this change was an increase in direct operating payables and accrued expenses, a component of net lease receivables. Direct operating payables and accrued expenses increased 14% from December 31, 1996 due to the increase in costs associated with lower utilization levels, including handling, storage and repositioning. The Registrant's cash distribution from operations for the first quarter of 1997 was 10.0% (annualized) of the limited partners' original capital contribution, a decline from 10.5% (annualized) for the fourth quarter of 1996. These distributions are directly related to the Registrant's results from operations and may fluctuate accordingly. 11 12 During 1996, ocean carriers and other transport companies moved away from leasing containers outright, as declining container prices, favorable interest rates and the abundance of available capital resulted in ocean carriers and transport companies purchasing a larger share of equipment for their own account, reducing the demand for leased containers. Once the demand for leased containers began to fall, per-diem rental rates were also adversely affected. These conditions continued to exist throughout the first quarter of 1997, and had a mixed impact on the Registrant's utilization rates. Dry cargo utilization measured 81% at March 31, 1997, unchanged from December 31, 1996. Refrigerated utilization increased from 84% at December 31, 1996 to 90% at March 31, 1997, while tank container utilization declined from 89% at December 31, 1996 to 85% at March 31, 1997. The Leasing Company continues to implement various marketing strategies, including but not limited to, offering incentives to shipping companies, repositioning containers to high demand locations and focusing towards term leases and other leasing opportunities including the leasing of containers for local storage, in order to counter current leasing market conditions. These conditions are expected to continue throughout 1997, impacting the Registrant's liquidity and capital resources. 2) Material changes in the results of operations between the three-month periods ended March 31, 1997 and 1996. Net lease revenue for the first quarter of 1997 was $3,141,734, an increase of approximately 1% from the first quarter of 1996. Gross rental revenue (a component of net lease revenue) for the quarter ended March 31, 1997 was $5,156,869, reflecting an increase of 5% from the same three-month period in 1996. Gross rental revenue was primarily impacted by the sluggish market conditions that existed during 1996 and throughout the first quarter of 1997. These conditions contributed to lower average dry cargo and refrigerated utilization rates. Average dry cargo and refrigerated container per-diem rental rates for the three-month period ended March 31, 1997 declined 6% and 7%, respectively, when compared to the same period in the prior year, while tank container per-diem rental rates remained unchanged. The Registrant's average fleet size and utilization rates for the three-month periods ended March 31, 1997 and March 31, 1996 were as follows:
March 31, March 31, 1997 1996 --------- --------- Fleet size (measured in twenty-foot equivalent units (TEU)) Dry cargo containers 46,615 42,387 Refrigerated containers 1,142 596 Tank containers 229 193 Average utilization Dry cargo containers 81.2% 80.2% Refrigerated containers 90.0% 64.0% Tank containers 85.1% 89.7%
Utilization rates of the Registrant's fleet fluctuated upward and stabilized, as the Registrant fully invested the remaining unused net proceeds from its offering in container equipment through the first half of 1997. Rental equipment operating expenses were 27% of the Registrant's gross lease revenue during the three-month period ended March 31, 1997, as compared to 23% during the three-month period ended March 31, 1996. This increase was largely attributable to an increase in costs associated with the Registrant's growing fleet, and costs associated with fluctuating utilization levels, including handling, storage and repositioning. The Registrant disposed of 17 twenty-foot, six forty-foot, and four forty-foot high-cube marine dry cargo containers during the first quarter of 1997, as compared to 40 twenty-foot, two forty-foot and two forty-foot high-cube marine dry cargo containers during the first quarter of 1996. The decision to repair or dispose of a container is made when it is returned by a lessee. This decision is influenced by various factors including the age, condition, suitability for continued leasing, as well as the geographical location of the container when disposed. These factors also influence the amount of sales proceeds received and the related gain on container disposals. 12 13 As reported in the Registrant's Current Report on Form 8-K and Amendment No. 1 to Current Report on Form 8-K, filed with the Commission on February 7, 1997 and February 26, 1997, respectively, Arthur Andersen, London, England, resigned as auditors of The Cronos Group, a Luxembourg Corporation headquartered in Orchard Lea, England (the "Parent Company"), on February 3, 1997. The Parent Company is the indirect corporate parent of Cronos Capital Corp., the General Partner of the Registrant. In its letter of resignation to the Parent Company, Arthur Andersen states that it resigned as auditors of the Parent Company and all other entities affiliated with the Parent Company. While its letter of resignation was not addressed to the General Partner or the Registrant, Arthur Andersen confirmed to the General Partner that its resignation as auditors of the entities referred to in its letter of resignation included its resignation as auditors of Cronos Capital Corp. and the Registrant. The Registrant does not, at this time, have sufficient information to determine the impact, if any, that the concerns expressed by Arthur Andersen in its letter of resignation may have on the future operating results and financial condition of the Registrant or the Leasing Company's ability to manage the Registrant's fleet in subsequent periods. However, the General Partner of the Registrant does not believe, based upon the information currently available to it, that Arthur Andersen's resignation was triggered by any concern over the accounting policies and procedures followed by the Registrant. Arthur Andersen's report on the financial statements of Cronos Capital Corp. and the Registrant, for either of the past two years, has not contained an adverse opinion or a disclaimer of opinion, nor was any such report qualified or modified as to uncertainty, audit scope, or accounting principles. During the Registrant's two most recent fiscal years and the subsequent interim period preceding Arthur Andersen's resignation, there have been no disagreements between Cronos Capital Corp. or the Registrant and Arthur Andersen on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure. Due to the nature and timing of Arthur Andersen's resignation, the Parent Company and General Partner were unable to name a successor auditor on behalf of the Registrant until it retained Moore Stephens, P.C. ("Moore Stephens") on April 10, 1997, as reported in the Registrant's Current Report on Form 8-K, filed April 14, 1997. Cautionary Statement This Quarterly Report on Form 10-Q contains statements relating to future results of the Registrant, including certain projections and business trends, that are "forward-looking statements" as defined in the Private Securities Litigation Reform Act of 1995. Actual results may differ materially from those projected as a result of certain risks and uncertainties, including but not limited to changes in: economic conditions; trade policies; demand for and market acceptance of leased marine cargo containers; competitive utilization and per-diem rental rate pressures; as well as other risks and uncertainties, including but not limited to those described in the above discussion of the marine container leasing business under Item 2., Management's Discussion and Analysis of Financial Condition and Results of Operations; and those detailed from time to time in the filings of Registrant with the Securities and Exchange Commission. 13 14 PART II - OTHER INFORMATION Item 5. Other Materially Important Events Equipment Acquisitions Pursuant to its undertakings made in its Registration Statement No. 33-69356, Section 7.2 (h) of the Partnership Agreement, the Registrant had purchased the following types of equipment as of March 31, 1997:
Purchased Registrant's Purchased from from Container Total Average Cost Equipment Type the General Partner Manufacturers Purchased Per Container -------------- ------------------- ------------- --------- ------------- Dry Cargo Containers: Twenty-foot 8,357 17,292 25,649 $ 2,389 Forty-foot 2,884 5,867 8,751 $ 3,813 Forty-foot high-cube 397 1,400 1,797 $ 4,124 Refrigerated Cargo Containers: Twenty-foot 163 300 463 $20,224 Forty-foot high-cube 100 -- 100 $23,146 Tank Containers: 24,000-liter 133 96 229 $24,341
The aggregate purchase price (excluding acquisition fees) of the equipment acquired by the Registrant through March 31, 1997, was $118,371,769, all of which was paid from the Net Proceeds of this offering. Of the aggregate, $39,848,185 of equipment thereof had been acquired from CCC or its affiliates, and $78,523,583 of equipment thereof had been acquired from third-party container manufacturers located in Taiwan, South Korea, India, Indonesia, the People's Republic of China, Italy, and the United Kingdom. Equipment acquired from CCC or its affiliates had been purchased by CCC or its affiliates as new equipment, and was resold to the Registrant at cost, minus the net revenues earned by CCC in operating the equipment prior to its resale to the Registrant. 14 15 PART II - OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K (a) Exhibits
Exhibit No. Description Method of Filing --- ----------- ---------------- 3(a) Limited Partnership Agreement of the Registrant, amended and * restated as of December 15, 1993 3(b) Certificate of Limited Partnership of the Registrant ** 10 Form of Leasing Agent Agreement with Cronos Containers Limited *** 27 Financial Data Schedule Filed with this document
(b) Reports on Form 8-K In lieu of filing a current report on Form 8-K, the Registrant has provided in Part II, Item 5 hereof, a description of its purchase of marine cargo containers during the three-month period ended March 31, 1997. The Registrant filed a Report on Form 8-K, dated February 7, 1997 and Amendment No. 1 to Report on Form 8-K dated February 26, 1997, reporting the resignation of the Registrant's certifying accountant. The Registrant filed a Report on Form 8-K, April 14, 1997, reporting the appointment of the Registrant's successor certifying accountant. - ---------------- * Incorporated by reference to Exhibit "A" to the Prospectus of the Registrant 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) 15 16 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned thereunto duly authorized. CRONOS GLOBAL INCOME FUND XV, L.P. By Cronos Capital Corp. The General Partner By /s/ JOHN KALLAS -------------------------------------- John Kallas Vice President, Treasurer Principal Finance & Accounting Officer Date: June 16, 1997 16 17 EXHIBIT INDEX
Exhibit No. Description Method of Filing --- ----------- ---------------- 3(a) Limited Partnership Agreement of the Registrant, amended and * restated as of December 15, 1993 3(b) Certificate of Limited Partnership of the Registrant ** 10 Form of Leasing Agent Agreement with Cronos Containers Limited *** 27 Financial Data Schedule Filed with this document
- ---------------- * Incorporated by reference to Exhibit "A" to the Prospectus of the Registrant dated December 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) EX-27 2 FINANCIAL DATA SCHEDULE
5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE BALANCE SHEET AT MARCH 31, 1997 (UNAUDITED) AND THE STATEMENT OF OPERATIONS FOR THE QUARTERLY PERIOD ENDED MARCH 31, 1997 (UNAUDITED) AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS INCLUDED AS PART OF ITS QUARTERLY REPORT ON FORM 10-Q FOR THE PERIOD MARCH 31, 1997 3-MOS DEC-31-1997 JAN-01-1997 MAR-31-1997 3,756,930 0 2,718,929 0 0 6,475,859 124,283,349 15,060,037 117,387,823 0 0 0 0 0 117,387,823 117,387,823 0 3,141,734 0 1,985,768 0 0 0 0 0 0 0 0 0 1,242,623 0 0
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