-----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, LT6qitgiRpuAutkgD9PamE/tJoAPBi9ShV/rF50HnmzOCN2PnNXmtvJRSBUKxPaK WG2G586n1YxGtzopAeQOBA== 0000950149-98-000606.txt : 19980401 0000950149-98-000606.hdr.sgml : 19980401 ACCESSION NUMBER: 0000950149-98-000606 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 6 CONFORMED PERIOD OF REPORT: 19971231 FILED AS OF DATE: 19980331 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-K SEC ACT: SEC FILE NUMBER: 000-23886 FILM NUMBER: 98581717 BUSINESS ADDRESS: STREET 1: 444 MARKET ST STREET 2: 15TH FLR CITY: SAN FRANCISCO STATE: CA ZIP: 94111 BUSINESS PHONE: 4156778990 10-K 1 CRONOS GLOBAL INCOME FUND XV,L.P 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED, EFFECTIVE OCTOBER 7, 1996]. For the fiscal year ended December 31, 1997 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED] 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 Identification No.) incorporation or organization) 444 Market Street, 15th Floor, San Francisco, California 94111 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (415) 677-8990 Securities registered pursuant to Section 12(b) of the Act: Name of each exchange on Title of each class which registered ------------------- -------------------------- Not Applicable ------------------------ ------------------------------ Securities registered pursuant to Section 12(g) of the Act: UNITS OF LIMITED PARTNERSHIP INTERESTS ------------------------------------------------ (Title of Class) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports, and (2) has been subject to such filing requirements for the past 90 days. Yes [X]. No [ ]. Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (Section 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [X] The aggregate market value of the voting stock held by non-affiliates of the registrant is not applicable. Documents Incorporated by Reference PART I Item 1 - Business Prospectus of Cronos Global Income Fund XV, L.P., dated December 17, 1993 included as part of Registration Statement on Form S-1 (No. 33-69356) Certificate of Limited Partnership of Cronos Global Income Fund XV, L.P., filed as Exhibit 3.2 to the Registration Statement on Form S-1 (No. 33-69356) Form of Leasing Agent Agreement with Cronos Containers Limited., filed as Exhibit 10.2 to the Registration Statement on Form S-1 (No. 33-69356) PART II Item 9 - Changes in and Dis- Current Report on Form 8-K of Cronos Global Income Fund XV, L.P., agreements with filed February 7, 1997 and April 14, 1997, respectively, and Accountants on Amendment No. 1 to Current Report on Form 8-K filed Accounting and February 26, 1997. Financial Disclosure
2 PART I - FINANCIAL INFORMATION Item 1. Business (a) General Development of Business The Registrant 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. The Registrant was initially capitalized with $100 and commenced offering its limited partnership interests to the public subsequent to December 17, 1993, pursuant to its Registration Statement on Form S-1 (File No. 33-69356). On October 12, 1994, the Registrant filed a Post-Effective Amendment to its Registration Statement on Form S-1. The offering terminated on December 15, 1995. The Registrant raised $143,031,380 in subscription proceeds. The following table sets forth the use of said subscription proceeds:
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% Unexpended Proceeds $ - - ------------ ----- Gross Proceeds Invested in Equipment $118,371,769 82.8% ============ =====
On July 22, 1994, the Registrant secured a $25 million bridge loan from a bank. The loan allowed the Registrant to take advantage of equipment purchasing opportunities pending the raising of sufficient net proceeds that would otherwise be available to purchase such equipment. The bridge loan had the characteristics of a revolving credit facility, permitting the Registrant the flexibility to borrow amounts thereunder (up to a maximum of $25 million), repay from net proceeds the amounts borrowed, to borrow additional amounts prior to the termination of the offering. At December 15, 1995, the termination date of the offering, the bridge loan expired and was repaid in full from net proceeds raised by the Registrant. 2 3 The general partner of the Registrant is Cronos Capital Corp. ("CCC"), a wholly-owned subsidiary of Cronos Holdings/Investments (U.S.), Inc., a Delaware corporation, which is in turn a wholly-owned subsidiary of The Cronos Group, a Luxembourg company. These and other affiliated companies are ultimately wholly-owned by The Cronos Group, a holding company registered in Luxembourg ("the Holding Company") and are collectively referred to as the "Group". The activities of the container division of the Group are managed through the Group's subsidiary in the United Kingdom, Cronos Containers Limited ("the Leasing Company"). The Leasing Company manages the leasing operations of all equipment owned or managed by the Group on its own behalf or on behalf of other third-party container owners, including all other programs organized by CCC. On December 1, 1993, the Leasing Company entered into a Leasing Agent Agreement with the Registrant assuming the responsibility for all container leasing activities. For information concerning the containers acquired by the Registrant, see Item 2, "Properties." 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 CCC, the General Partner of the Partnership. In its letter of resignation to the Parent Company, Arthur Andersen stated 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 CCC, Arthur Andersen confirmed to CCC that its resignation as auditors of the entities referred to in its letter of resignation included its resignation as auditors of CCC and the Registrant. CCC 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 CCC and the Registrant, for years preceding 1996, 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 1995 fiscal year and the subsequent interim period preceding Arthur Andersen's resignation, there have been no disagreements between CCC or the Registrant and Arthur Andersen on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure. The Registrant retained a new auditor, Moore Stephens, P.C. on April 10, 1997, as reported in its Current Report on Form 8-K, filed April 14, 1997. In connection with its resignation, Arthur Andersen also prepared a report pursuant to the provisions of Section 10A(b)(2) of the Securities Exchange Act of 1934, as amended, for filing by the Parent Company with the Securities and Exchange Commission (the "SEC"). Following the report of Arthur Andersen, the SEC, on February 10, 1997, commenced a private investigation of the Parent Company for the purpose of investigating the matters discussed in such report and related matters. The Registrant does not believe that the focus of the SEC's investigation is upon the Registrant or CCC. CCC is unable to predict the outcome of the SEC's ongoing private investigation of the Parent Company. In 1993, the Parent Company negotiated a credit facility (hereinafter, the "Credit Facility") with several banks for the use of the Parent Company and its affiliates, including CCC. At December 31, 1996, approximately $73,500,000 in principal indebtedness was outstanding under the Credit Facility. As a party to the Credit Facility, CCC is jointly and severally liable for the repayment of all principal and interest owed under the Credit Facility. The obligations of CCC, and the five other subsidiaries of the Parent Company that are borrowers under the Credit Facility, are guaranteed by the Parent Company. 3 4 Following negotiations in 1997 with the banks providing the Credit Facility, an Amended and Restated Credit Agreement was executed in June 1997, subject to various actions being taken by the Parent Company and its subsidiaries, primarily relating to the provision of additional collateral. This Agreement was further amended in July 1997 and the provisions of the Agreement and its Amendment converted the facility to a term loan, payable in installments, with a final maturity date of May 31, 1998. At December 31, 1997, approximately $37,600,000 was outstanding under the Credit Facility. The terms of the Agreement and its Amendment also provide for additional security over shares in the subsidiary of the Parent Company that owns the head office of the Parent Company's container leasing operations. They also provided for the loans to Stefan M. Palatin, the Chairman of the Parent Company (the "Chairman") and its Chief Executive Officer (and a Director of CCC), of approximately $5,990,000 and $3,700,000 (totaling approximately $9,690,000) to be restructured as obligations of the Chairman to another subsidiary of the Parent Company. These obligations have been collaterally assigned to the lending banks, together with the pledge of 1,000,000 shares of the Parent Company's Common Stock owned by the Chairman. These 1,000,000 shares represent 11% of the issued and outstanding shares of Common Stock of the Parent Company as of December 31, 1997. The shares of the Parent Company are traded on NASDAQ (CRNSF). (The Chairman, including the 1,000,000 shares pledged to the banks, owns approximately 55% of the issued and outstanding shares of Common Stock of the Parent Company as of December 31, 1997). Additionally, CCC granted the lending banks a security interest in the fees to which it is entitled for the services it renders to the container leasing partnerships of which it acts as general partner, including its fee income payable by the Partnership. The lending banks have indicated that they will not renew the Credit Facility, and the Parent Company has yet to secure a source for repayment of the balance due under the Credit Facility at May 31, 1998. CCC is currently in discussions with the management of the Parent Company to provide assurance that the management of the container leasing partnerships managed by CCC, including the Registrant, is not disrupted pending a refinancing or reorganization of the indebtedness of the Parent Company and its affiliates. The Registrant is not a borrower under the Credit Facility, and neither the containers nor the other assets of the Registrant have been pledged as collateral under the Credit Facility. The Registrant is unable to determine the impact, if any, these concerns may have on the future operating results and financial condition of the Registrant or CCC and the Leasing Company's ability to manage the Registrant's fleet in subsequent periods. (b) Financial Information About Industry Segments Inapplicable. (c) Narrative Description of Business (c)(1)(i) A marine cargo container is a reusable metal container designed for the efficient carriage of cargo with a minimum of exposure to loss from damage or theft. Containers are manufactured to conform to worldwide standards of container dimensions and container ship fittings adopted by the International Standards Organization ("ISO") in 1968. The standard container is either 20' long x 8' wide x 8'6" high (one twenty-foot equivalent unit ("TEU"), the standard unit of physical measurement in the container industry) or 40' long x 8' wide x 8'6" high (two TEU). Standardization of the construction, maintenance and handling of containers allows containers to be picked up, dropped off, stored and repaired effectively throughout the world. This standardization is the foundation on which the container industry has developed. Standard dry cargo containers are rectangular boxes with no moving parts, other than doors, and are typically made of steel. They are constructed to carry a wide variety of cargos ranging from heavy industrial raw materials to light-weight finished goods. Specialized containers include, among others, refrigerated containers for the transport of temperature-sensitive goods and tank containers for the carriage of liquid cargo. 4 5 One of the primary benefits of containerization has been the ability of the shipping industry to effectively lower freight rates due to the efficiencies created by standardized intermodal containers. Containers can be handled much more efficiently than loose cargo and are typically shipped via several modes of transportation, including truck, railway and ship. Containers require loading and unloading only once and remain sealed until arrival at the final destination, significantly reducing transport time, labor and handling costs and losses due to damage and theft. Efficient movement of containerized cargo between ship and shore reduces the amount of time that a ship must spend in port and reduces the transit time of freight moves. The logistical advantages and reduced freight rates brought about by containerization have been a major catalyst for world trade growth during the last twenty-five years, which in turn has generated increased demand for containerization. The rapid growth of containerization began with the standardization of equipment sizes by international agreement in the late 1960's. Initially confined to the highly competitive trade routes among the industrialized nations, containerization expanded into substantially all free-world trade routes by the early 1970's. Throughout the decade of the 1970's, conversion from break bulk shipping methods to containers gained momentum in an environment of generally robust growth in world trade (except during the 1975-76 world-wide recession). Both shipping lines and container leasing companies responded to this growing market demand with major container purchases, while container manufacturers substantially boosted production capacity. During the early and mid-1980's, the container industry encountered alternating periods of slow trade growth, creating excess container capacity, followed by periods of economic recovery. From the late 1980s to 1991, the container industry generally experienced a balance in supply and demand for equipment. In 1992, companies embarked on ambitious container production programs encouraged by positive economic forecasts and the profitability of the industry in previous years. This produced an oversupply of containers as some of the major world economies slipped into recession and ocean carriers and leasing companies built up large container inventories. During 1993, container purchasing declined, generally helping to reduce the oversupply of containers. During 1994 and 1995, the world's major industrialized nations emerged from a global economic recession. Consequently, excess equipment inventories that had resulted from the sluggish growth in world trade during 1992 and 1993, as well as increased production capacity, were absorbed. However, since 1995, the growth of the industry's fleet, as well as containership tonnage, outpaced increases in world containerized trade and resulted in a steady decline in container prices to levels not seen in a decade. Consequently, ocean carriers reduced their holding of leased container equipment and increased the number of containers purchased for their own account. Additionally, ocean carriers, through the efforts of strategic shipping alliances, were able to increase the efficiency of utilizing owned containers, further reducing their reliance on leased containers. As a result, the container leasing industry has, since mid - 1995, experienced a decline in container utilization and per-diem rental rates. The Registrant believes that the favorable growth of containerization has been and will be impacted in subsequent years for the following reasons: o Lower freight rates resulting from containerization are generating new cargos that previously were not economical to export. Containerization provides inexpensive, timely and secure transport to manufacturers allowing them to take advantage of regional opportunities in technology or labor, and to move products to different locations at various stages of production; o Intermodal traffic is expected to continue to grow, and industrialized countries are continuing to improve intermodal infrastructure (i.e., railways, roads and ports); o Shippers continue to demand transportation of cargo by containers rather than break-bulk; o Countries with rapidly-growing economies in emerging markets are continuing to build new container port facilities that accommodate an increased flow of containerized trade; and o Trade agreements, such as the North American Free Trade Agreement ("NAFTA") and the General Agreement on Tariffs and Trade ("GATT"), should further stimulate world trade, and, therefore containerized trade. 5 6 The container leasing industry has been a significant contributor to the growth of containerization. To an ocean carrier, the primary benefits of leasing rather than owning containers are as follows: o Reduced Capital Expenditures. Leasing is an attractive option to ocean carriers because ownership of containers requires significant capital expenditures. Carriers constantly evaluate their investment strategy, with container purchasing competing directly with other expenditure requirements, such as ship purchases, ship conversions and terminal improvements. Container leasing allows ocean carriers to invest capital in assets that are more central to their business. o Improved Asset Management. Trade flow imbalances and seasonal demands frequently leave ocean carriers with regional surpluses or shortages of containers, requiring costly repositioning of empty containers. Leasing companies help ocean carriers manage these trade imbalances by providing the inventory to service demand, reducing the costs of maintaining local inventories and minimizing repositioning expenses. By matching different carriers' container needs, leasing companies can reduce their own risks of container inventory imbalances and seasonality through a portfolio of lessees as well as variations in lease terms. o Increased Container Fleet Flexibility. Ocean carriers benefit from the variety of lease types offered by leasing companies such as the master lease, long-term and short-term lease and direct financing lease. These various leases give ocean carriers flexibility in sizing their fleets while minimizing capital costs. For example, master lease agreements give ocean carriers the option of adjusting the size of their fleets, with the flexibility to pick-up and drop-off containers at various locations around the world. Dry cargo containers are the most-commonly used type of container in the shipping industry. The Registrant's dry cargo container fleet is constructed of all Corten(R) steel (Corten(R) roofs, walls, doors and undercarriage), a high-tensile steel yielding greater damage and corrosion resistance than mild steel. Refrigerated containers are used to transport temperature-sensitive products such as meat, fruit, vegetables and photographic film. All of the Registrant's refrigerated containers have high-grade stainless steel interiors. The Registrant's 20-foot refrigerated containers have high-grade stainless steel walls, while the Registrant's 40-foot refrigerated containers are steel framed with aluminum outer walls to reduce weight. As with the dry cargo containers, all refrigerated containers are designed to minimize repair and maintenance and maximize damage resistance. The Registrant's refrigerated containers are designed and manufactured to include the latest generation refrigeration equipment, with modular microprocessors controlling and monitoring the container. The Registrant's tank containers are constructed in compliance with International Maritime Organization ("IMO") standards and recommendations. The tanks purchased by the Registrant are all IMO-1 type tanks, constructed to comply with IMO recommendations which require specific pressure ratings and shell thicknesses. These containers are designed to carry highly-inflammable materials, corrosives, toxics and oxidizing substances, but are also capable of carrying non-hazardous materials and foodstuffs. They have a capacity of 21,000-24,000 liters and are insulated and equipped with steam and/or electrical heating. The Registrant's containers are leased primarily to ocean-going steamship companies operating in major trade routes (see Item 1(d)). Most if not all of the Registrant's marine dry cargo containers are leased pursuant to operating leases, primarily master leases, where the containers are leased to the ocean carrier on a daily basis for any desired length of time, with the flexibility of picking up and dropping off containers at various agreed upon locations around the world and, secondarily, term leases (1-5 years) and one-way or round-trip leases. Special purpose containers acquired by the Registrant, including refrigerated and tank containers, are generally committed to term leases, where the high cost of interchanging the higher value specialized container makes master lease agreements less attractive to customers. Master lease agreements. A master lease is designed to provide greater flexibility by allowing customers to pick-up and drop-off containers where and when needed, subject to restrictions and availability, on pre-agreed terms. The commercial terms of master leases are generally negotiated annually. Master leases also define the number of containers that may be returned within each calendar month and the return locations and applicable drop-off charges. Because of the increased flexibility they offer, master leases usually command higher per-diem rates and generate more ancillary fees (including pick-up, drop-off, handling and off-hire fees) than term leases. 6 7 Term lease agreements. Term lease agreements include short-term and long-term leases. Long-term lease agreements define the number of containers to be leased, the pick-up and drop-off locations, the applicable per-diem rate for the duration of the lease and the early termination penalties that may apply in the event of early redelivery. Ocean carriers use long-term leases when they have a need for identified containers for a specified term. Long-term leases usually are not terminated early by the customer and provide the Registrant with stable and relatively predictable sources of revenue, although per-diem rates and ancillary charges are lower under long-term leases than under master lease agreements. Short-term lease agreements have a duration of less than one year and include one-way, repositioning and round-trip leases. They differ from master leases in that they define the number and the term of containers to be leased. Ocean carriers use one-way leases to manage trade imbalances (where more containerized cargo moves in one direction than another) by picking up a container in one port and dropping it off at another after one or more legs of a voyage. Except for direct financing leases, lease rates typically are highest for short-term leases. Under these leases, customers are responsible for paying all taxes and service charges arising from container use, maintaining the containers in good and safe operating condition while on lease and paying for repairs upon redelivery, other than ordinary wear and tear. Some leases provide for a "damage protection plan" whereby lessees, for an additional payment (which may be in the form of a higher per-diem rate), are relieved of the responsibility of paying some of the repair costs upon redelivery of the containers. The Leasing Company has historically provided this service on a limited basis to selected customers. Repairs provided under such plans are carried out by the same depots, under the same procedures, as are repairs to containers not covered by such plans. Customers also are required to insure leased containers against physical damage and loss, and against third party liability for loss, damage, bodily injury or death. All containers are inspected and repaired when redelivered by a customer, and customers are obligated to pay for all damage repair, excluding wear and tear, according to standardized industry guidelines. Depots in major port areas perform repair and maintenance which is verified by independent surveyors or the Leasing Company's technical and operations staff. Before any repair or refurbishment is authorized on older containers in the Registrant's fleet, the Leasing Company's technical and operations staff reviews the age, condition and type of container and its suitability for continued leasing. The Leasing Company compares the cost of such repair or refurbishment with the prevailing market resale price that might be obtained for that container and makes the appropriate decision whether to repair or sell the container. The non-cancelable terms of the operating leases of the Registrant's containers will not be sufficient to return to the Registrant as lessor the purchase price of the equipment. In order to recover the original investment in the equipment and achieve an adequate return thereon, it is necessary to renew the lease, lease the equipment to another lessee at the end of the initial lease term, or sell the equipment. The Registrant estimates that a dry cargo or refrigerated container may be used as a leased marine cargo container for a period ranging from 10 to 15 years. Tank containers generally may be used for 12 to 18 years. The Registrant disposes of used containers in a worldwide market for used containers in which buyers include wholesalers, mini-storage operators, construction companies and others. The market for used refrigerated and tank containers is not as developed as the market for used dry cargo containers. Although used refrigerated and tank containers will command a higher price than a dry cargo container, a dry cargo container will bring a higher percentage of its original price. As the Registrant's fleet ages, a larger proportion of its revenues will be derived from selling its containers. Of the 25,767 twenty-foot, 8,697 forty-foot and 1,780 forty-foot high-cube marine dry cargo containers, the 463 twenty-foot and 100 forty-foot high-cube refrigerated marine cargo containers, and the 227 twenty-four thousand liter tanks owned by the Registrant as of December 31, 1997, 21,485 twenty-foot (or 83% thereof), 7,222 forty-foot (or 83% thereof) and 1,611 forty-foot high-cube marine dry cargo containers (or 91% thereof), 403 twenty-foot (or 87% thereof) and 100 forty-foot high-cube refrigerated containers (or 100% thereof), and 197 twenty-four thousand liter tanks (or 87% thereof) were on lease. 7 8 The following table sets forth the information on the lease terms with respect to the containers on lease:
Number of Containers ---------- 20-Foot Dry Cargo Containers: Term Leases 4,116 Master Leases 17,369 40-Foot Dry Cargo Containers: Term Leases 1,200 Master Leases 6,022 40-Foot High-Cube Dry Cargo Containers: Term Leases 141 Master Leases 1,470 20-Foot Refrigerated Cargo Containers: Term Leases 283 Master Leases 120 40-Foot Refrigerated Cargo Containers: Term Leases 100 Master Leases - 24,000-Liter Tank Containers: Term Leases 193 Master Leases 4
The Leasing Company will make payments to the Registrant based upon rentals collected from ocean carriers after deducting certain operating expenses associated with the containers, such as the base management fee payable to the Leasing Company, certain expense reimbursements to CCC, the Leasing Company, and its affiliates, the costs of maintenance and repairs not performed by lessees, independent agent fees and expenses, depot expenses for handling, inspection and storage, and additional insurance. The Registrant's sales and marketing operations are conducted through the Leasing Company, in the United Kingdom, with support provided by area offices and dedicated agents located in San Francisco, California; Iselin, New Jersey; Windsor, England; Hamburg; Antwerp; Auckland; Genoa; Singapore; Hong Kong; Sydney; Tokyo; Taipei; Seoul; Rio de Janeiro; and Shanghai. Each of the Leasing Company's area offices and dedicated agents is staffed with local people familiar with the customers and language of the region. The Leasing Company's marketing directors have been employed in the container industry in their respective regions for an average of 12 years, building direct personal relationships with the local ocean carriers and locally-based representatives of other ocean carriers. The Leasing Company also maintains agency relationships with over 45 independent agents around the world, who are generally paid a commission based upon the amount of revenues they generate in the region or the number of containers that are leased from their area on behalf of the Registrant. They are located in jurisdictions where the volume of the Leasing Company's business necessitates a presence in the area but is not sufficient to justify a fully-functioning Leasing Company office or dedicated agent. These agents provide marketing support to the area offices covering the region, together with limited operational support. 8 9 In addition, the Leasing Company relies on the services of over 350 independently-owned and operated depots around the world to inspect, repair, maintain and store containers while off-hire. The Leasing Company's area offices authorize all container movements into and out of the depot and supervise all repair and maintenance performed by the depot. The Leasing Company's technical staff sets the standards for repair of its owned and managed fleet throughout the world and monitors the quality of depot repair work. The depots provide a vital link to the Leasing Company's operations, as the redelivery of a container into a depot is the point at which the container is off-hired from one customer and repaired in preparation for re-leasing to the next, and the point when the Leasing Company's area offices report the container's movements onto the Leasing Company's equipment tracking system. The Leasing Company's computer system has the capability to accommodate future developments, such as allowing depots access to record directly on the system the on-hire and off-hire activity of containers delivered into the depot. It also has the capability of verifying the terms of redelivery authorized by the area offices. These functions are currently being performed by the Leasing Company's area offices. The Registrant relies upon the financial and operational systems provided by the Leasing Company and its affiliates, as well as the systems provided by other independent third parties. The Registrant has received assurances from the Leasing Company and independent third parties, indicating that plans have been developed and implemented to address issues related to the impact year 2000 will have on these systems. The financial impact of making these required system changes is not expected to be material to the Registrant's financial position, results of operations or cash flows. (c)(1)(ii) Inapplicable. (c)(1)(iii) Inapplicable. (c)(1)(iv) Inapplicable. (c)(1)(v) The Registrant's containers are leased globally, therefore, seasonal fluctuations are minimal. Other economic and business factors to which the transportation industry in general and the container leasing industry in particular are subject, include fluctuations in supply and demand for equipment resulting from, among other things, obsolescence, changes in the methods or economics of a particular mode of transportation or changes in governmental regulations or safety standards. (c)(1)(vi) The Registrant established a working capital reserve of approximately 1% of subscription proceeds raised. In addition, the Registrant may reserve additional amounts from anticipated cash distributions to the partners to meet working capital requirements. Amounts due under master leases are calculated at the end of each month and billed approximately six to eight days thereafter. Amounts due under short-term and long-term leases are set forth in the respective lease agreements and are generally payable monthly. Past due penalties are not customarily collected from lessees, and accordingly are not generally levied by the Leasing Company against lessees of the Registrant's containers. (c)(1)(vii) For the year ended December 31, 1997, no single lessee accounted for 10% or more of the Registrant's rental income. The Registrant does not believe that its ongoing business is dependent upon a single customer, although the loss of one or more of its largest customers could have an adverse effect upon its business. (c)(1)(viii) Inapplicable. (c)(1)(ix) Inapplicable. (c)(1)(x) Competition among container leasing companies is based upon several factors, including the location and availability of inventory, lease rates, the type, quality and condition of the containers, the quality and flexibility of the service offered and the confidence in and professional relationship with the lessor. Other factors include the speed with which a leasing company can prepare its containers for lease and the ease with which a lessee believes it can do business with a lessor or its local area office. The Leasing Company believes that it, on behalf of the Registrant, competes favorably on all of these factors. 9 10 The Leasing Company, on behalf of the Registrant, competes with various container leasing companies in the markets in which it conducts business, including Transamerica Leasing, GE-Seaco, Florens Container Corp., Textainer Group, Triton Container International, Interpool Inc., Xtra Group, Container Applications Inc. and others. During 1996 and 1997, two of the container leasing industry's largest mergers transpired. The acquisition of Trans Ocean Ltd by Transamerica Leasing in 1996, and the 1997 merger between the fleets of Genstar Container Corp. and Sea Containers to form GE-Seaco, resulted in the creation of the two largest leasing organizations in the container leasing industry. It is estimated that, at the end of 1997, these two organizations controlled approximately 45% of the worldwide leased container fleet. These and other competitors of the Leasing Company may have greater financial resources and may be capable of offering lower per-diem rates. Since 1996, the container leasing industry has also experienced the formation of new leasing companies, which have been able to compete at lower per-diem rates as a result of the decline in container prices and cost of capital. In the Leasing Company's experience, however, ocean carriers will generally lease containers from more than one leasing company in order to minimize dependence on a single supplier. In addition, not all container leasing companies compete in the same market, as some supply only dry cargo containers and not specialized containers, while others offer only long-term leasing. (c)(1)(xi) Inapplicable. (c)(1)(xii) Environmental Matters A portion of the Registrant's equipment portfolio consists of special purpose containers, primarily refrigerated containers. Historically, refrigerated containers have utilized a refrigerant gas which is a chlorofluorocarbon ("CFC") compound. It is generally assumed that CFCs are harmful to the Earth's ozone layer when released into the atmosphere. Many nations, including the United States, have taken action, both collectively and individually, to regulate CFCs. These nations set various targets for the reduction in production and use of CFCs starting as early as 1993, and their eventual elimination. There has been substantial progress recently to determine a viable substitute for the refrigerant used in containers, such that both the Leasing Company and the container leasing industry association have selected a replacement refrigerant. Production of new container refrigeration units operating with the replacement refrigerant became generally available in 1993. All refrigerated containers purchased by the Partnership contain the new refrigerant compound and comply with all current environmental regulations. Under the state and Federal laws of the United States, and possibly under the laws of other nations, the owner of a container may be liable for environmental damage and/or cleanup and/or other sums in the event of actual or threatened discharge or other contamination by material in a container. This liability may be imposed on a container owner, such as the Registrant, even if the owner is not at fault. The Leasing Company intends, subject to availability and prevailing market conditions, to obtain insurance on behalf of the Registrant against these risks on such terms and in such amounts as the Leasing Company deems reasonable. In addition, subject to availability and applicable insurance and container industry market conditions, the Leasing Company intends to require lessees of containers to obtain insurance which protects against these risks and further to compel lessees to indemnify and defend the Registrant in the case of an occurrence giving rise to possible liability under applicable environmental laws. (c)(1)(xiii) The Registrant, as a limited partnership, is managed by CCC, the general partner, and accordingly does not itself have any employees. CCC has 19 employees, consisting of 4 officers, 4 other managers and 11 clerical and staff personnel. (d) Financial Information about Foreign and Domestic Operations and Export Sales The Registrant's business is not divided between foreign or domestic operations. The Registrant's business is the leasing of containers worldwide to ocean-going steamship companies. To this extent, the Registrant's operations are subject to the fluctuations of worldwide economic and political conditions that may affect the pattern and levels of world trade. Rental income from leases to foreign customers exceeded 90% of the Registrant's total rental income for the years 1997, 1996 and 1995. The Registrant 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 Leasing Company's leases generally require all payments to be made in United States currency. 10 11 Item 2. Properties As of December 31, 1997, the Registrant owned 25,767 twenty-foot, 8,697 forty-foot and 1,780 forty-foot high-cube marine dry cargo containers, as well as 463 twenty-foot and 100 forty-foot refrigerated cargo containers, and 227 twenty-four thousand-liter tanks, suitable for transporting cargo by rail, sea or highway. The average useful life and manufacturers' invoice cost of the Registrant's fleet as of December 31, 1997 was as follows:
Estimated Useful Life Average Age Average Cost ----------- ----------- ------------ 20-Foot Dry Cargo Containers 10-15 years 3 years $ 2,484 40-Foot Dry Cargo Containers 10-15 years 3 years $ 3,970 40-Foot High-Cube Dry Cargo Containers 10-15 years 3 years $ 4,302 20-Foot Refrigerated Cargo Containers 10-15 years 3 years $21,201 40-Foot Refrigerated Cargo Containers 10-15 years 4 years $24,248 24,000-Liter Tanks 10-15 years 3 years $25,393
During 1997, the Registrant invested a portion of its cash generated from sales proceeds to replace containers which had been lost or damaged beyond repair by purchasing 363 new twenty-foot marine dry cargo containers at an aggregate cost of $791,714. Utilization by lessees of the Registrant's containers fluctuates over time depending on the supply of and demand for containers in the Registrant's inventory locations. During 1997, utilization of the dry cargo and refrigerated container fleet averaged 84% and 91% respectively. During 1997, the Registrant disposed of 88 twenty-foot and 24 forty-foot and 8 forty-foot high-cube marine dry cargo containers, as well as two twenty-four thousand liter tanks at an average book gain of $717 per container. Item 3. Legal Proceedings 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 CCC, the General Partner of the Partnership. In its letter of resignation to the Parent Company, Arthur Andersen stated 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 CCC, Arthur Andersen confirmed to CCC that its resignation as auditors of the entities referred to in its letter of resignation included its resignation as auditors of CCC and the Registrant. CCC 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 CCC and the Registrant, for years preceding 1996, 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 1995 fiscal year and the subsequent interim period preceding Arthur Andersen's resignation, there have been no disagreements between CCC or the Registrant and Arthur Andersen on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure. The Registrant retained a new auditor, Moore Stephens, P.C. on April 10, 1997, as reported in its Current Report on Form 8-K, filed April 14, 1997. 11 12 In connection with its resignation, Arthur Andersen also prepared a report pursuant to the provisions of Section 10A(b)(2) of the Securities Exchange Act of 1934, as amended, for filing by the Parent Company with the Securities and Exchange Commission (the "SEC"). Following the report of Arthur Andersen, the SEC, on February 10, 1997, commenced a private investigation of the Parent Company for the purpose of investigating the matters discussed in such report and related matters. The Registrant does not believe that the focus of the SEC's investigation is upon the Registrant or CCC. CCC is unable to predict the outcome of the SEC's ongoing private investigation of the Parent Company. In 1993, the Parent Company negotiated a credit facility (hereinafter, the "Credit Facility") with several banks for the use of the Parent Company and its affiliates, including CCC. At December 31, 1996, approximately $73,500,000 in principal indebtedness was outstanding under the Credit Facility. As a party to the Credit Facility, CCC is jointly and severally liable for the repayment of all principal and interest owed under the Credit Facility. The obligations of CCC, and the five other subsidiaries of the Parent Company that are borrowers under the Credit Facility, are guaranteed by the Parent Company. Following negotiations in 1997 with the banks providing the Credit Facility, an Amended and Restated Credit Agreement was executed in June 1997, subject to various actions being taken by the Parent Company and its subsidiaries, primarily relating to the provision of additional collateral. This Agreement was further amended in July 1997 and the provisions of the Agreement and its Amendment converted the facility to a term loan, payable in installments, with a final maturity date of May 31, 1998. At December 31, 1997, approximately $37,600,000 was outstanding under the Credit Facility. The terms of the Agreement and its Amendment also provide for additional security over shares in the subsidiary of the Parent Company that owns the head office of the Parent Company's container leasing operations. They also provided for the loans to Stefan M. Palatin, the Chairman of the Parent Company (the "Chairman") and its Chief Executive Officer (and a Director of CCC), of approximately $5,990,000 and $3,700,000 (totaling approximately $9,690,000) to be restructured as obligations of the Chairman to another subsidiary of the Parent Company. These obligations have been collaterally assigned to the lending banks, together with the pledge of 1,000,000 shares of the Parent Company's Common Stock owned by the Chairman. These 1,000,000 shares represent 11% of the issued and outstanding shares of Common Stock of the Parent Company as of December 31, 1997. The shares of the Parent Company are traded on NASDAQ (CRNSF). (The Chairman, including the 1,000,000 shares pledged to the banks, owns approximately 55% of the issued and outstanding shares of Common Stock of the Parent Company as of December 31, 1997). Additionally, CCC granted the lending banks a security interest in the fees to which it is entitled for the services it renders to the container leasing partnerships of which it acts as general partner, including its fee income payable by the Partnership. The lending banks have indicated that they will not renew the Credit Facility, and the Parent Company has yet to secure a source for repayment of the balance due under the Credit Facility at May 31, 1998. CCC is currently in discussions with the management of the Parent Company to provide assurance that the management of the container leasing partnerships managed by CCC, including the Registrant, is not disrupted pending a refinancing or reorganization of the indebtedness of the Parent Company and its affiliates. The Registrant is not a borrower under the Credit Facility, and neither the containers nor the other assets of the Registrant have been pledged as collateral under the Credit Facility. The Registrant is unable to determine the impact, if any, these concerns may have on the future operating results and financial condition of the Registrant or CCC and the Leasing Company's ability to manage the Registrant's fleet in subsequent periods. Item 4. Submission of Matters to a Vote of Security Holders Inapplicable. 12 13 PART II Item 5. Market for the Registrant's Common Equity and Related Stockholder Matters (a) Market Information (a)(1)(i) The Registrant's outstanding units of limited partnership interests are not traded on any market nor does an established public trading market exist for such purposes. (a)(1)(ii) Inapplicable. (a)(1)(iii) Inapplicable. (a)(1)(iv) Inapplicable. (a)(1)(v) Inapplicable. (a)(2) Inapplicable. (b) Holders Number of Unit Holders (b)(1) Title of Class as of December 31, 1997 -------------- ------------------------ Units of limited partnership interests 8,167 (c) Dividends Inapplicable. For the distributions made by the Registrant to its limited partners, see Item 6 below, "Selected Financial Data." 13 14 Item 6. Selected Financial Data
Year Ended December 31, ------------------------------------------------------------------ 1997 1996(2) 1995(2) 1994(1),(2) ------------------------------------------------------------------ Net lease revenue as previously reported $ 13,784,688 $ 14,160,889 $ 12,596,190 $ 3,862,148 Net lease revenue as restated $ 13,784,688 $ 14,160,889 $ 12,596,190 $ 3,862,148 Net earnings as previously reported $ 6,578,035 $ 7,262,658 $ 6,534,636 $ 1,871,609 Net earnings as restated $ 6,578,035 $ 7,791,340 $ 6,891,093 $ 1,960,967 Net earnings per unit of limited partnership interest as previously reported $ .83 $ .90 $ 1.54 $ 1.56 Net earnings per unit of limited partnership interest as restated $ .83 $ .98 $ 1.61 $ 1.63 Cash distributions per unit of limited partnership interest as previously reported $ 1.78 $ 2.10 $ 1.71 $ 1.11 Cash distributions per unit of limited partnership interest as restated $ 1.78 $ 2.10 $ 1.71 $ 1.11 At year-end: Total assets as previously reported $111,519,209 $120,636,573 $132,869,334 $ 61,495,788 Total assets as restated $111,519,209 $118,967,968 $130,680,952 $ 60,435,268 Partners' capital as previously reported $111,519,209 $119,971,923 $128,489,808 $ 41,947,565 Partners' capital as restated $111,519,209 $118,303,318 $126,301,426 $ 40,887,045
- ---------------------- (1) For the period February 22, 1994 (commencement of operations) to December 31, 1994. (2) The Partnership's financial statements for the years ended December 31, 1994, 1995 and 1996, have been restated to reflect offering costs incurred in connection with the offering of the Partnership's limited partnership units, as reductions in net limited partnership contributions of the investors, in accordance with the guidance of the Securities and Exchange Commission's Staff Accounting Bulletin, SAB Topic 5:A. These offering costs were previously capitalized and amortized over sixty months. The effect was to reduce partners' capital and to increase net earnings for all periods presented. 14 15 Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations Liquidity and Capital Resources The Registrant's primary objective is to generate cash flow from operations for distribution to its limited partners and during the initial years of its operation, reinvest excess cash flow in additional equipment. Aside from the initial working capital reserve retained from gross subscription proceeds (equal to approximately 1% of such proceeds), the Registrant relies primarily on container rental receipts to meet this objective, as well as to finance current operating needs. No credit lines are maintained to finance working capital. 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. At December 31, 1997, the Registrant had $4,789,501 in cash and cash equivalents, a decrease of $719,067 and $29,261,716 from the December 31, 1996 and 1995 cash balances, respectively. During the first quarter of 1997, the Registrant expended $633,000 of unused offering proceeds to pay for containers purchased and accepted during 1996. Additionally, during 1997, the Registrant expended $791,714 of cash generated from sales proceeds to purchase additional containers, replacing containers which had been lost or damaged beyond repair. Approximately $260,000 in cash generated from equipment sales has been reserved as part of the Registrant's December 31, 1997 cash balances. Throughout the remainder of 1998, the Registrant may use cash generated from equipment sales to purchase and replace additional containers which had been lost or damaged beyond repair. Amounts not used to purchase and replace containers may be distributed to its partners. The Registrant's allowance for doubtful accounts increased from $103,642 at December 31, 1996 to $370,548 at December 31, 1997. This increase was attributable to the delinquent account receivable balances of approximately 13 lessees. The Leasing Company has either negotiated specific payment terms with these lessees or is pursuing other alternatives to collect the outstanding balances. In each instance, the Registrant believes it has provided sufficient reserves for all doubtful accounts. Cash distributions from operations are allocated 5% to the general partner and 95% to the limited partners. Distribution of sales proceeds are allocated 1% to the general partner 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 the general partner and 85% to the limited partners, pursuant to Section 6.1(b) of the Partnership Agreement. Cash distribution from operations to the general partner in excess of 5% of distributable cash will be considered an incentive fee and compensation to the general partner. From inception through February 28, 1998, the Registrant has distributed $37,865,637 in cash from operations to its limited partners, or 26% of the Registrant's original limited partners' investment. 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. 15 16 Market conditions that existed during 1996 persisted throughout 1997. Low container prices, favorable interest rates and the abundance of available capital continued to discourage ocean carriers and other transport companies from leasing containers at levels comparable to previous years. During the first half of 1997, increasing cargo volumes and continuing equipment imbalances within the container fleets of shipping lines and transport companies contributed to a modest recovery in utilization rates. However, by the end of 1997, the volatility of the Hong Kong and other Asian financial markets began to negatively impact trade, shipping and container leasing. Per-diem rental rates continued to remain under pressure as a result of the following factors: start-up leasing companies offering new containers and low rental rates in an effort to break into the leasing market; established leasing companies reducing rates to very low levels; and a continuing oversupply of containers. These conditions may impact the Registrant's financial condition and operating performance during 1998. Additionally, see the discussion regarding The Cronos Group under Item 7., Management's Discussion and Analysis of Financial Condition and Results of Operations hereof. Results of Operations 1997 - 1996 During 1997, the container leasing industry continued to experience a decline in the demand for its containers, as conditions existing since 1996 continued to adversely impact world trade, shipping and container leasing. These conditions include, but are not limited to, declining container prices, favorable interest rates and an abundance of capital which resulted in ocean carriers and transport companies purchasing a larger share of containers for their own account. The addition of new, larger container ships also contributed to the growth in container ship capacity. As capacity exceeded the growth rate of world containerized trade, ocean carriers attempted to reduce operating costs, further reducing the demand for leased containers. As the leasing industry's equipment remained in surplus, ocean carriers and transport companies continued to be selective about the age and condition of containers taken on-hire. Many have adopted a policy of only leasing containers of a certain age or less. It has been the Registrant's experience that in periods of weak demand, many lessees insist on equipment three to five years of age. Such criteria currently serves as a barrier to older equipment being taken on-hire but did not materially impact the leasing opportunities of the Registrant's fleet, which averaged three years of age at December 31, 1997, or its results of operations. The primary component of the Registrant'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 rental revenues billed by the Leasing Company from the leasing of the Registrant's containers. Net lease revenue is directly related to the size, utilization and per-diem rental rates of the Registrant's fleet. Net lease revenue declined by approximately 3%, when compared to 1996 and is expected to decline in subsequent periods as container leasing market conditions continue. Gross rental revenue, a component of net lease revenue, decreased from $21,596,882 in 1996 to $21,046,756 in 1997, a decrease of 3% from the prior year. Average dry cargo container per-diem rental rates declined approximately 9% when compared to the prior year. Average refrigerated and tank container per-diem rental rates decreased 6% and 2%, respectively when compared to the prior year, respectively. The Registrant's fleet size, as measured in twenty-foot equivalent units ("TEU"), and average utilization rates at December 31, 1997 and December 31, 1996 were as follows:
1997 1996 ------ ------ Fleet size (measured in twenty-foot equivalent units (TEU)) Dry cargo containers 46,721 46,510 Refrigerated containers 663 663 Tank containers 227 229 Average utilization Dry cargo containers 83.8% 80.6% Refrigerated containers 89.8% 90.8% Tank containers 86.8% 87.3%
16 17 Rental equipment operating expenses, when measured as a percentage of rental revenue, were approximately 23% during 1997, as compared to 22% during 1996. This increase was due to higher repair and maintenance costs, as well as a charge of approximately $347,000 to further provide for and replenish the reserve for doubtful accounts. In 1996, approximately $34,000 was provided for doubtful accounts. These increases offset declines in storage, handling and repositioning expenses. Base management fees, dependent on the operating performance of the fleet, declined $42,247 or approximately 3% during 1997. Other general and administrative expenses increased $42,220, or approximately 25% during 1997. Contributing to this change was an increase associated with the cost of the Registrant's annual audit, as well as an increase associated with the cost of preparing and processing the Registrant's regulatory filings. The Registrant disposed of 88 twenty-foot, 24 forty-foot and eight forty-foot high-cube marine dry cargo containers as well as two twenty-four thousand liter tanks during 1997, as compared to 115 twenty-foot and 19 forty-foot and 10 forty-foot high-cube marine dry cargo containers during 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. 1996 - 1995 Net lease revenue is determined by deducting direct operating expenses, management fees and reimbursed administrative expenses, from rental revenues billed by the Leasing Company from the leasing of the Registrant's containers and is directly related to the size, utilization and per-diem rental rates of the Registrant's fleet. Gross rental revenue, a component of net lease revenue, increased from $17,861,828 in 1995 to $21,596,882 in 1996, an increase of 21% from the prior year. During 1996, gross rental revenue was primarily impacted by the Registrant's increase in fleet size resulting from the investment of the remaining unexpended offering proceeds. Average dry cargo container per-diem rental rates declined approximately 6% when compared to the prior year. However, average refrigerated and tank container per-diem rental rates increased 5% and 3%, respectively when compared to the prior year. The Registrant's fleet size, as measured in twenty-foot equivalent units ("TEU"), and average utilization rates at December 31, 1996 and December 31, 1995 were as follows:
1996 1995 ------ ------ Fleet size (measured in twenty-foot equivalent units (TEU)) Dry cargo containers 46,510 39,157 Refrigerated containers 663 363 Tank containers 229 165 Average utilization Dry cargo containers 80.6% 83.2% Refrigerated containers 90.8% 96.9% Tank containers 87.3% 98.2%
Rental equipment operating expenses, when measured as a percentage of rental revenue, were approximately 22% during 1996, as compared to 17% during 1995. This increase can be attributed to higher storage and handling costs associated with lower equipment utilization and increased repositioning costs. 17 18 The Cronos Group 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 CCC, the General Partner of the Partnership. In its letter of resignation to the Parent Company, Arthur Andersen stated 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 CCC, Arthur Andersen confirmed to CCC that its resignation as auditors of the entities referred to in its letter of resignation included its resignation as auditors of CCC and the Registrant. CCC 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 CCC and the Registrant, for years preceding 1996, 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 1995 fiscal year and the subsequent interim period preceding Arthur Andersen's resignation, there have been no disagreements between CCC or the Registrant and Arthur Andersen on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure. The Registrant retained a new auditor, Moore Stephens, P.C. on April 10, 1997, as reported in its Current Report on Form 8-K, filed April 14, 1997. In connection with its resignation, Arthur Andersen also prepared a report pursuant to the provisions of Section 10A(b)(2) of the Securities Exchange Act of 1934, as amended, for filing by the Parent Company with the Securities and Exchange Commission (the "SEC"). Following the report of Arthur Andersen, the SEC, on February 10, 1997, commenced a private investigation of the Parent Company for the purpose of investigating the matters discussed in such report and related matters. The Registrant does not believe that the focus of the SEC's investigation is upon the Registrant or CCC. CCC is unable to predict the outcome of the SEC's ongoing private investigation of the Parent Company. In 1993, the Parent Company negotiated a credit facility (hereinafter, the "Credit Facility") with several banks for the use of the Parent Company and its affiliates, including CCC. At December 31, 1996, approximately $73,500,000 in principal indebtedness was outstanding under the Credit Facility. As a party to the Credit Facility, CCC is jointly and severally liable for the repayment of all principal and interest owed under the Credit Facility. The obligations of CCC, and the five other subsidiaries of the Parent Company that are borrowers under the Credit Facility, are guaranteed by the Parent Company. Following negotiations in 1997 with the banks providing the Credit Facility, an Amended and Restated Credit Agreement was executed in June 1997, subject to various actions being taken by the Parent Company and its subsidiaries, primarily relating to the provision of additional collateral. This Agreement was further amended in July 1997 and the provisions of the Agreement and its Amendment converted the facility to a term loan, payable in installments, with a final maturity date of May 31, 1998. At December 31, 1997, approximately $37,600,000 was outstanding under the Credit Facility. The terms of the Agreement and its Amendment also provide for additional security over shares in the subsidiary of the Parent Company that owns the head office of the Parent Company's container leasing operations. They also provided for the loans to Stefan M. Palatin, the Chairman of the Parent Company (the "Chairman") and its Chief Executive Officer (and a Director of CCC), of approximately $5,990,000 and $3,700,000 (totaling approximately $9,690,000) to be restructured as obligations of the Chairman to another subsidiary of the Parent Company. These obligations have been collaterally assigned to the lending banks, together with the pledge of 1,000,000 shares of the Parent Company's Common Stock owned by the Chairman. These 1,000,000 shares represent 11% of the issued and outstanding shares of Common Stock of the Parent Company as of December 31, 1997. The shares of the Parent Company are traded on NASDAQ (CRNSF). (The Chairman, including the 1,000,000 shares pledged to the banks, owns approximately 55% of the issued and outstanding shares of Common Stock of the Parent Company as of December 31, 1997). Additionally, CCC granted the lending banks a security interest in the fees to which it is entitled for the services it renders to the container leasing partnerships of which it acts as general partner, including its fee income payable by the Partnership. 18 19 The lending banks have indicated that they will not renew the Credit Facility, and the Parent Company has yet to secure a source for repayment of the balance due under the Credit Facility at May 31, 1998. CCC is currently in discussions with the management of the Parent Company to provide assurance that the management of the container leasing partnerships managed by CCC, including the Registrant, is not disrupted pending a refinancing or reorganization of the indebtedness of the Parent Company and its affiliates. The Registrant is not a borrower under the Credit Facility, and neither the containers nor the other assets of the Registrant have been pledged as collateral under the Credit Facility. The Registrant is unable to determine the impact, if any, these concerns may have on the future operating results and financial condition of the Registrant or CCC and the Leasing Company's ability to manage the Registrant's fleet in subsequent periods. Year 2000 The Registrant relies upon the financial and operational systems provided by the Leasing Company and its affiliates, as well as the systems provided by other independent third parties to service the three primary areas of its business: investor processing/maintenance; container leasing/asset tracking; and accounting finance. The Registrant has received confirmation from its third-party investor processing/maintenance vendor that their system is Year 2000 compliant. The Registrant does not expect a material increase in its vendor servicing fee to reimburse Year 2000 costs. Container leasing/asset tracking and accounting/finance services are provided to the Registrant by CCC and its affiliate, Cronos Containers Limited (the "Leasing Company"), pursuant to the respective Limited Partnership Agreement and Leasing Agent Agreement. In 1998, CCC and the Leasing Company will initiate a program to prepare their systems and applications for the Year 2000. Preliminary studies indicate that testing, conversion and upgrading of system applications is expected to cost CCC and the Leasing Company less than $500,000. The Registrant may reimburse CCC and the Leasing Company for certain data processing expenses as outlined in the Limited Partnership Agreement. The Registrant's reimbursement of data processing costs associated with Year 2000 compliance are not expected to be material. The financial impact of making these required system changes is not expected to be material to the Registrant's financial position, results of operations or cash flows. Cautionary Statement This Annual Report on Form 10-K 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 above in the discussion of the marine container leasing business under Item 7., Management's Discussion and Analysis of Financial Condition and Results of Operations; and those detailed from time to time in the filings of the Registrant with the Securities and Exchange Commission. Item 8. Financial Statements and Supplementary Data 19 20 REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS The Partners Cronos Global Income Fund XV, L.P.: We have audited the accompanying balance sheets of Cronos Global Income Fund XV, L.P., as of December 31, 1997 and 1996, and the related statements of operations, partners' capital, and cash flows for the years then ended. These financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Cronos Global Income Fund XV, L.P. as of December 31, 1997 and 1996, and the results of its operations and its cash flows for the years then ended in conformity with generally accepted accounting principles. As further discussed in Note 13 to the financial statements, The Cronos Group, which is the indirect corporate parent of Cronos Capital Corp., the general partner of the Partnership, is subject to an investigation, commenced on February 10, 1997, by the United States Securities and Exchange Commission. Furthermore, Cronos Capital Corp. and five other subsidiaries of The Cronos Group are borrowers under a credit facility with several banks. The credit facility is guaranteed by The Cronos Group and the entire loan balance is due on May 31, 1998. The lending banks have indicated that they will not renew the credit facility, and as of the date of our report, The Cronos Group has yet to secure a source for repayment of the balance due. Since the commencement of operations in 1994, the Partnership's policy has been to capitalize the underwriting commissions and other offering costs incurred in connection with the offering of the Partnership's limited partnership units and to amortize such costs over sixty months. This policy was not in accordance with the guidelines of the Securities and Exchange Commission's Staff Accounting Bulletin, SAB Topic 5:A. Accordingly, as further discussed in Note 3 to the financial statements, the Partnership has restated its financial statements for all years presented to reflect the offering costs as reductions of capital contributions from the limited partners. Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplementary information included in Schedule 1, for the years ended December 31, 1997 and 1996, is presented for purposes of additional analysis and is not a required part of the basic financial statements. Such information has been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole. Moore Stephens, P.C. Certified Public Accountants New York, New York, February 20, 1998 20 21 REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS The Partners Cronos Global Income Fund XV, L.P.: We have audited the accompanying statement of operations of Cronos Global Income Fund XV, L.P., as of December 31, 1995, and the related statements of partners' capital and cash flows for the year ended December 31, 1995 (all restated - see note 3). These financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements and schedule based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the results of operations of Cronos Global Income Fund XV, L.P., as of December 31, 1995, and its cash flows for the year ended December 31, 1995, in conformity with generally accepted accounting principles. Our audits were made for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplementary information included in Schedule 1 is presented for purposes of additional analysis and is not a required part of the basic financial statements. This information has been subjected to the auditing procedures applied in our audit of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole. Arthur Andersen LLP San Francisco, California, March 15, 1996, except for the matter discussed in note 3, for which the date is March 11, 1998 21 22 CRONOS GLOBAL INCOME FUND XV, L.P. BALANCE SHEETS DECEMBER 31, 1997 AND 1996
Assets 1997 1996 ------ ------------ ------------ Current assets: Cash and cash equivalents, includes $4,789,301 in 1997 and $5,508,329 in 1996 in interest-bearing accounts (note 2) $ 4,789,501 $ 5,508,568 Net lease receivables due from Leasing Company (notes 1 and 4) 2,909,486 2,835,397 ------------ ------------ Total current assets 7,698,987 8,343,965 ------------ ------------ Container rental equipment, at cost 124,148,108 123,720,710 Less accumulated depreciation 20,429,936 13,265,647 ------------ ------------ Net container rental equipment 103,718,172 110,455,063 ------------ ------------ Organizational costs, net (note 3) 102,050 168,940 ------------ ------------ $111,519,209 $118,967,968 ============ ============ Liabilities and Partners' Capital Current liabilities: Due to general partner (notes 1 and 5) $ - $ 31,650 Container rental equipment purchases payable - 633,000 ------------ ------------ Total current liabilities - 664,650 ------------ ------------ Partners' capital: General partner (note 3) 190 307 Limited partners (notes 3 and 10) 111,519,019 118,303,011 ------------ ------------ Total partners' capital 111,519,209 118,303,318 ------------ ------------ $111,519,209 $118,967,968 ============ ============
The accompanying notes are an integral part of these financial statements. 22 23 CRONOS GLOBAL INCOME FUND XV, L.P. STATEMENTS OF OPERATIONS FOR THE YEARS ENDED DECEMBER 31, 1997, 1996, AND 1995
1997 1996 1995 ------------ ------------ ------------ Net lease revenue (notes 1 and 8) $ 13,784,688 $ 14,160,889 $ 12,596,190 Other operating expenses: Depreciation and amortization (notes 1 and 3) 7,301,920 6,997,635 5,102,802 Other general and administrative expenses 210,367 168,146 93,551 ------------ ------------ ------------ 7,512,287 7,165,781 5,196,353 ------------ ------------ ------------ Earnings from operations 6,272,401 6,995,108 7,399,837 Other income (expenses): Interest income 218,140 687,741 217,039 Net gain on disposal of equipment 87,494 108,491 39,967 Interest expense - - (765,750) ------------ ------------ ------------ 305,634 796,232 (508,744) ------------ ------------ ------------ Net earnings $ 6,578,035 $ 7,791,340 $ 6,891,093 ============ ============ ============ Allocation of net earnings: General partner (note 3) $ 667,991 $ 786,280 $ 360,669 Limited partners (note 3) 5,910,044 7,005,060 6,530,424 ------------ ------------ ------------ $ 6,578,035 $ 7,791,340 $ 6,891,093 ============ ============ ============ Limited partners' per unit share of net earnings $ 0.83 $ 0.98 $ 1.61 ============ ============ ============
The accompanying notes are an integral part of these financial statements. 23 24 CRONOS GLOBAL INCOME FUND XV, L.P. STATEMENTS OF PARTNERS' CAPITAL FOR THE YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995
Limited Partners General (note 10) Partner Total ------------- ------------- ------------- Balances at December 31, 1994 $ 40,879,956 $ 7,089 $ 40,887,045 Proceeds from sale of partnership units 97,001,900 - 97,001,900 Less: Commissions on sale of limited partnership units (notes 3 and 9) (9,700,190) - (9,700,190) Offering costs on sale of limited partnership units (note 3) (1,484,319) - (1,484,319) Net earnings 6,530,424 360,669 6,891,093 Cash distributions (6,929,398) (364,705) (7,294,103) ------------- ------------- ------------- Balances at December 31, 1995 126,298,373 3,053 126,301,426 Less offering costs on sale of limited partnership units (8,905) - (8,905) Net earnings 7,005,059 786,281 7,791,340 Cash distributions (14,991,516) (789,027) (15,780,543) ------------- ------------- ------------- Balances at December 31, 1996 118,303,011 307 118,303,318 Net earnings 5,910,044 667,991 6,578,035 Cash distributions (12,694,036) (668,108) (13,362,144) ------------- ------------- ------------- Balances at December 31, 1997 $ 111,519,019 $ 190 $ 111,519,209 ============= ============= =============
The accompanying notes are an integral part of these financial statements. 24 25 CRONOS GLOBAL INCOME FUND XV, L.P. STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 1997, 1996, AND 1995
1997 1996 1995 ------------ ------------ ------------ Cash flows from operating activities: Net earnings $ 6,578,035 $ 7,791,340 $ 6,891,093 Adjustments to reconcile net earnings to net cash provided by (used in) operating activities: Depreciation and amortization 7,301,920 6,997,635 5,102,802 Net gain on disposal of equipment (87,494) (108,491) (39,967) Increase in net lease receivables due from Leasing Company (20,048) (704,878) (1,050,268) Increase in interest payable - (10,967) (35,033) ------------ ------------ ------------ Total adjustments 7,194,378 6,173,299 3,977,534 ------------ ------------ ------------ Net cash provided by operating activities 13,772,413 13,964,639 10,868,627 ------------ ------------ ------------ Cash flows provided by (used in) investing activities: Proceeds from sale of container rental equipment 366,593 429,306 159,434 Purchases of container rental equipment (1,424,714) (25,854,324) (37,959,707) Acquisition fees paid to general partner (71,215) (1,292,716) (2,724,698) ------------ ------------ ------------ Net cash used in investing activities (1,129,336) (26,717,734) (40,524,971) ------------ ------------ ------------ Cash flows provided by (used in) financing activities: Capital contributions - - 97,001,900 Underwriting commissions - - (9,700,190) Offering and organizational expenses - (9,011) (1,497,118) Distributions to partners (13,362,144) (15,780,543) (7,294,103) Borrowings from revolving credit facility - - 34,467,237 Repayments to revolving credit facility - - (51,001,493) Loan origination costs - - (875) ------------ ------------ ------------ Net cash provided by (used in) financing activities (13,362,144) (15,789,554) 61,975,358 ------------ ------------ ------------ Net increase (decrease) in cash and cash equivalents (719,067) (28,542,649) 32,319,014 Cash and cash equivalents at beginning of year 5,508,568 34,051,217 1,732,203 ------------ ------------ ------------ Cash and cash equivalents at end of year $ 4,789,501 $ 5,508,568 $ 34,051,217 ------------ ------------ ------------ Supplemental disclosures for cash flow information: Cash paid during the year for: Interest $ - $ 10,967 $ 800,783 ============ ============ ============
The accompanying notes are an integral part of these financial statements. 25 26 CRONOS GLOBAL INCOME FUND XV, L.P. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 1997, 1996 AND 1995 (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 December 31, 1997, the Partnership operated 25,767 twenty-foot, 8,697 forty-foot and 1,780 forty-foot high-cube marine dry cargo containers, 463 twenty-foot and 100 forty-foot refrigerated containers and 227 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 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; 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. See footnote 13 for further discussion regarding CCC and the Leasing Company. 26 27 CRONOS GLOBAL INCOME FUND XV, L.P. NOTES TO FINANCIAL STATEMENTS (c) Concentrations of Credit Risk The Partnership's financial instruments that are exposed to concentrations of credit risk consist primarily of cash, cash equivalents and net lease receivables due from the Leasing Company. See note 2 for further discussion regarding the credit risk associated with cash and cash equivalents. Net lease receivables due from the Leasing Company (see notes 1(b) and 4 for discussion regarding net lease receivables) subject the Partnership to a significant concentration of credit risk. These net lease receivables, representing rentals collected from ocean carriers after deducting direct operating expenses and management fees to CCC and the Leasing Company, are remitted by the Leasing Company to the Partnership three to four times per month. The Partnership has historically never incurred a loss associated with the collectability of unremitted net lease receivables due from the Leasing Company. However, CCC and the Partnership are unable to predict the outcome of the events discussed in note 13 and their potential impact on the credit risk associated with these net lease receivables. (d) 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. 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 reporting period. Actual results could differ from those estimates. (e) Allocation of Net Earnings and Partnership Distributions Net earnings have been allocated between general and limited partners in accordance with the Partnership Agreement. Actual cash distributions differ from the allocations of net earnings 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 the general partner. Sales proceeds are allocated 99% to the limited partners and 1% to the general partner. 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 the general partner. 27 28 CRONOS GLOBAL INCOME FUND XV, L.P. NOTES TO FINANCIAL STATEMENTS (f) Acquisition Fees Pursuant to Article IV Section 4.2 of the Partnership Agreement, acquisition fees paid to CCC are based on 5% of the equipment purchase price. These fees are capitalized and included in the cost of the container rental equipment. The fees are payable in two or more installments commencing in the year of purchase. (g) Container Rental Equipment In March 1995, the Financial Accounting Standards Board issued SFAS No. 121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of." The Statement requires that long-lived assets and certain identifiable intangibles to be held and used by an entity be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be fully recoverable. The Partnership adopted SFAS No. 121 during 1996. 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. Depreciation policies are also evaluated to determine whether subsequent events and circumstances warrant revised estimates of useful lives. There were no reductions to the carrying value of container rental equipment during 1997 and 1996. Container rental equipment is depreciated over a twelve-year life on a straight line basis to its salvage value, estimated to be 30%. (h) Amortization The Partnership's organization costs are being amortized over 60 months on a straight-line basis. Loan origination fees were amortized over the term of the loan. (i) Offering Costs Underwriting commissions of 10% on the gross proceeds from sale of limited partnership units (not applicable to certain sales outside California) and other offering costs (see note 3) were deducted in the determination of net limited partnership contributions. The commissions were paid to Cronos Securities Corp., a wholly-owned subsidiary of CCC, and to other broker/dealers who participated in the offering. (j) Income Taxes The Partnership is not subject to income taxes, consequently no provision for income taxes has been made. The Partnership files an annual information tax return, prepared on the accrual basis of accounting. 28 29 CRONOS GLOBAL INCOME FUND XV, L.P. NOTES TO FINANCIAL STATEMENTS (k) Foreign Operations The Partnership's business is not divided between foreign or domestic operations. The Partnership's business is the leasing of containers worldwide to ocean-going steamship companies and does not fit the definition of reportable foreign operations within Financial Accounting Standards Board Statement No. 14 "Financial Reporting for Segments of a Business Enterprise." Any attempt to separate "foreign" operations from "domestic" operations would be dependent on definitions and assumptions that are so subjective as to render the information meaningless and potentially misleading. (l) New Pronouncements In June 1997, the Financial Accounting Standards Board ("FASB") issued Statement of Financial Accounting Standards ("SFAS") No. 130, "Reporting Comprehensive Income". SFAS No. 130 establishes standards for reporting and display of comprehensive income and its components in the financial statements. SFAS No. 130 is effective for fiscal years beginning after December 15, 1997. Reclassification of financial statements for earlier periods for comparative purposes is required. The Partnership is in the process of determining its preferred format. The adoption of SFAS No. 130 will have no impact on the Partnership's results of operations, financial position or cash flows. The FASB issued SFAS No. 131, "Disclosures about Segments of an Enterprise and Related Information," in June 1997. SFAS No. 131 establishes standards for the way that public business enterprises report information about operating segments in annual financial statements and requires that those enterprises report selected information about operating segments in interim financial reports issued to shareholders. It also establishes standards for related disclosures about products and services, geographic areas, and major customers. SFAS No. 131 is effective for financial statements for fiscal years beginning after December 15, 1997. Financial statement disclosures for prior years are required to be restated. The Partnership is in the process of evaluating the disclosure requirements. The adoption of SFAS No. 131 will have no impact on the Partnership's financial position, results of operations or cash flows. (m) Financial Statement Presentation The Partnership has determined that, for accounting purposes, the Leasing Agent Agreement is a lease, and the receivables, payables, gross revenues and operating expenses attributable to the containers managed by the Leasing Company are, for accounting purposes, those of the Leasing Company and not of the Partnership. Consequently, the Partnership's balance sheets and statements of operations display the payments to be received by the Partnership from the Leasing Company as the Partnership's receivables and revenues. (2) Cash and Cash Equivalents Cash equivalents include highly liquid investments with a maturity of three months or less on their acquisition date. Cash equivalents are carried at cost which approximates fair value. The Partnership maintains its cash and cash equivalents in accounts which, at times, may exceed federally insured limits. The Partnership has not experienced any losses in such accounts and believes it is not exposed to any significant credit risk. The Partnership places its cash equivalents in investment grade, short term debt instruments and limits the amount of credit exposure to any one commercial issuer. 29 30 CRONOS GLOBAL INCOME FUND XV, L.P. NOTES TO FINANCIAL STATEMENTS (3) Organization and Offering Costs The Partnership incurred $429,073 in organizational costs and loan origination fees during its offering period. Amortization of these costs was $66,890 in both 1997 and 1996 and 140,944 in 1995. The Partnership's financial statements for the years ended December 31, 1994, 1995 and 1996 have been restated to reflect underwriting commissions and other offering costs incurred in connection with the offering of the Partnership's limited partnership units as reductions of capital contributions from the limited partners, in accordance with the guidelines of the Securities and Exchange Commission's Staff Accounting Bulletin, SAB Topic 5:A. These offering costs were previously capitalized and amortized over sixty months. The effect of this restatement on the financial statements is presented as follows:
For the Year Ended For the Year Ended December 31, 1996 December 31, 1995 ------------------------------- ------------------------------ As Previously As Previously Reported As Restated Reported As Restated ----------- ----------- ----------- ----------- Balance Sheet: Organizational costs, net $ 1,837,545 $ 168,940 General Partners' capital (19,059) 307 Limited Partners' capital 119,990,982 118,303,011 Statements of Operations Depreciation and amortization 7,526,317 6,997,635 5,459,259 5,102,802 Net earnings 7,262,658 7,791,340 6,534,636 6,891,093 General Partners' net earnings 811,254 786,280 317,218 360,669 Limited Partners' net earnings 6,451,404 7,005,060 6,217,418 6,530,424 Limited Partners' per unit share of net earnings .90 .98 1.54 1.61
30 31 CRONOS GLOBAL INCOME FUND XV, L.P. NOTES TO FINANCIAL STATEMENTS (4) 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 December 31, 1997 and December 31, 1996 were as follows:
December 31, December 31, 1997 1996 ------------ ------------ Lease receivables, net of doubtful accounts of $370,548 in 1997 and $103,642 in 1996 $4,883,934 $4,774,921 Less: Direct operating payables and accrued expenses 1,137,321 1,121,152 Damage protection reserve (note 6) 366,343 369,212 Base management fees 371,926 347,587 Reimbursed administrative expenses 98,858 101,573 ---------- ---------- $2,909,486 $2,835,397 ========== ==========
(5) Due to General Partner The amount due to CCC at December 31, 1996 consisted of acquisition fees. (6) Damage Protection Plan The Leasing Company offers a repair service to several lessees of the Partnership's containers, whereby the lessee pays an additional rental fee for the convenience of having the Partnership incur the repair expense for containers damaged while on lease. This fee is recorded as revenue when earned according to the terms of the rental contract. A reserve has been established to provide for the estimated costs incurred by this service. This reserve is a component of net lease receivables due from the Leasing Company (see note 4). The Partnership is not responsible in the event repair costs exceed predetermined limits, or for repairs that are required for damages not defined by the damage protection plan agreement. (7) Equipment Debt On July 22, 1994, the Partnership entered into an agreement with a bank, obtaining a $25,000,000 revolving credit facility for the purpose of taking advantage of purchase opportunities pending the raising of sufficient net proceeds from the offering and sale of limited partnership units. At December 31, 1994, the existing bank debt was $16,534,256. On December 15, 1995, the termination date of the offering, the bridge loan expired and was repaid in full from net proceeds raised by the Partnership. The facility provided for various interest rate options in addition to requiring a commitment fee on the average unused portion of the facility. The weighted average interest rate from January 1, 1995 to December 15, 1995 was 8.12%. 31 32 CRONOS GLOBAL INCOME FUND XV, L.P. NOTES TO FINANCIAL STATEMENTS (8) 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 years ended December 31, 1997 and 1996 and 1995 was as follows:
1997 1996 1995 ----------- ----------- ----------- Rental revenue (note 12) $21,046,756 $21,596,882 $17,861,828 Less: Rental equipment operating expenses 4,742,722 4,719,176 3,052,250 Base management fees (note 9) 1,457,622 1,499,869 1,237,071 Reimbursed administrative expenses (note 9) 1,061,724 1,216,948 976,317 ----------- ----------- ----------- $13,784,688 $14,160,889 $12,596,190 =========== =========== ===========
(9) Compensation to General Partner and its Affiliates Base management fees are equal to 7% of gross lease revenues attributable to operating leases pursuant to Section 4.3 of the Partnership Agreement. Reimbursed administrative expenses are equal to the costs expended by CCC and its affiliates for services necessary to the prudent operation of the Partnership pursuant to Section 4.4 of the Partnership Agreement. Underwriting commissions are equal to 10% of the gross subscription proceeds, less commissions to other broker/dealers. The following compensation was paid or will be paid by the Partnership to CCC or its affiliates:
1997 1996 1995 ---------- ---------- ---------- Base management fees $1,457,622 $1,499,869 $1,237,071 Reimbursed administrative expenses 1,061,724 1,216,948 976,317 Acquisition fees 39,565 1,168,316 1,952,066 Commission on sale of limited partnership units - - 1,950,734 ---------- ---------- ---------- $2,558,911 $3,885,133 $6,116,188 ========== ========== ==========
(10) Limited Partners' Capital The limited partners' per unit share of capital at December 31, 1997, 1996 and 1995 was $15.59 , $16.84 and $31.19, respectively. This is calculated by dividing the limited partners' capital at the end of 1997, 1996 and 1995 by 7,151,569, the total number of limited partnership units. The weighted average number of partnership units used in determining the limited partners per unit share of net earnings at December 31, 1995 was 4,048,983. 32 33 CRONOS GLOBAL INCOME FUND XV, L.P. NOTES TO FINANCIAL STATEMENTS (11) Income Taxes The reconciliation of net earnings as reported in the statement of operations and as would be reported for federal tax purposes for the years ended December 31, 1997, 1996 and 1995 are as follows:
1997 1996 1995 ------------ ------------ ------------ Net earnings per statement of operations $ 6,578,035 $ 7,791,340 $ 6,891,093 Depreciation for income tax purposes in excess of depreciation for financial statement purposes (13,382,649) (11,733,622) (8,305,894) Gain on disposition of assets for tax purposes in excess of gain on disposition for financial statement purposes 86,814 48,798 8,039 Amortization expense for tax purposes less than (in excess of) amortization for financial statement purposes 21 21 (861) Bad debt expense for tax purposes (in excess of) less than bad debt expense for financial statement purposes 266,906 (98,316) 165,783 ------------ ------------ ------------ Net loss for federal tax purposes $ (6,450,873) $ (3,991,779) $ (1,241,840) ============ ============ ============
At December 31, 1997, the tax basis of total partners' capital was $92,056,218. (12) Major Lessees No single lessee contributed more than 10% of the rental revenue earned during 1997, 1996 and 1995. 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 operating lease agreements generally require all payments to be made in United States currency. The Partnership's operations are subject to the fluctuations of worldwide economic and political conditions that may affect the pattern and levels of world trade. (13) The Cronos Group As reported in the Partnership'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 (the "Parent Company") on February 3, 1997. The Parent Company is the indirect corporate parent of CCC, the General Partner of the Partnership. In its letter of resignation to The Parent Company, Arthur Andersen stated 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 CCC, Arthur Andersen confirmed to CCC that its resignation as auditors of the entities referred to in its letter of resignation included its resignation as auditors of CCC and the Partnership. CCC 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 Partnership. Arthur Andersen's report on the financial statements of CCC and the Partnership, for years preceding 1996, 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. 33 34 CRONOS GLOBAL INCOME FUND XV, L.P. NOTES TO FINANCIAL STATEMENTS (13) The Cronos Group - (Continued) During the Partnership's 1995 fiscal year and the subsequent interim period preceding Arthur Andersen's resignation, there have been no disagreements between CCC or the Partnership and Arthur Andersen on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure. The Partnership retained a new auditor, Moore Stephens, P.C., on April 10, 1997, as reported in its current report on Form 8-K, filed April 14, 1997. In connection with its resignation, Arthur Andersen also prepared a report pursuant to the provisions of Section 10A(b)(2) of the Securities Exchange Act of 1934, as amended, for filing by the Parent Company with the Securities and Exchange Commission (the "SEC"). Following the report of Arthur Andersen, the SEC, on February 10, 1997, commenced a private investigation of the Parent Company for the purpose of investigating the matters discussed in such report and related matters. The Partnership does not believe that the focus of the SEC's investigation is upon the Partnership or CCC. CCC is unable to predict the outcome of the SEC's ongoing private investigation of the Parent Company. In 1993, the Parent Company negotiated a credit facility (hereinafter, the "Credit Facility") with several banks for the use of the Parent Company and its affiliates, including CCC. At December 31, 1996, approximately $73,500,000 in principal indebtedness was outstanding under the Credit Facility. As a party to the Credit Facility, CCC is jointly and severally liable for the repayment of all principal and interest owed under the Credit Facility. The obligations of CCC, and the five other subsidiaries of the Parent Company that are borrowers under the Credit Facility, are guaranteed by the Parent Company. Following negotiations in 1997 with the banks providing the Credit Facility, an Amended and Restated Credit Agreement was executed in June 1997, subject to various actions being taken by the Parent Company and its subsidiaries, primarily relating to the provision of additional collateral. This Agreement was further amended in July 1997 and the provisions of the Agreement and its Amendment converted the facility to a term loan, payable in installments, with a final maturity date of May 31, 1998. At December 31, 1997, approximately $37,600,000 was outstanding under the Credit Facility. The terms of the Agreement and its Amendment also provide for additional security over shares in the subsidiary of the Parent Company that owns the head office of the Parent Company's container leasing operations. They also provided for the loans to Stefan M. Palatin, the Chairman of the Parent Company (the "Chairman") and its Chief Executive Officer (and a Director of CCC), of approximately $5,990,000 and $3,700,000 (totaling approximately $9,690,000) to be restructured as obligations of the Chairman to another subsidiary of the Parent Company. These obligations have been collaterally assigned to the lending banks, together with the pledge of 1,000,000 shares of the Parent Company's Common Stock owned by the Chairman. These 1,000,000 shares represent 11% of the issued and outstanding shares of Common Stock of the Parent Company as of December 31, 1997. The shares of the Parent Company are traded on NASDAQ (CRNSF). (The Chairman, including the 1,000,000 shares pledged to the banks, owns approximately 55% of the issued and outstanding shares of Common Stock of the Parent Company as of December 31, 1997). Additionally, CCC granted the lending banks a security interest in the fees to which it is entitled for the services it renders to the container leasing partnerships of which it acts as general partner, including its fee income payable by the Partnership. 34 35 CRONOS GLOBAL INCOME FUND XV, L.P. NOTES TO FINANCIAL STATEMENTS (13) The Cronos Group - (Continued) The lending banks have indicated that they will not renew the Credit Facility, and the Parent Company has yet to secure a source for repayment of the balance due under the Credit Facility at May 31, 1998. CCC is currently in discussions with the management of the Parent Company to provide assurance that the management of the container leasing partnerships managed by CCC, including the Partnership, is not disrupted pending a refinancing or reorganization of the indebtedness of the Parent Company and its affiliates. The Partnership is not a borrower under the Credit Facility, and neither the containers nor the other assets of the Partnership have been pledged as collateral under the Credit Facility. The Partnership is unable to determine the impact, if any, these concerns may have on the future operating results and financial condition of the Partnership or CCC and the Leasing Company's ability to manage the Partnership's fleet in subsequent periods. 35 36 Schedule 1 CRONOS GLOBAL INCOME FUND XV, L.P. SCHEDULE OF REIMBURSED ADMINISTRATIVE EXPENSES PURSUANT TO ARTICLE IV SECTION 4.4 OF THE PARTNERSHIP AGREEMENT FOR THE YEARS ENDED DECEMBER 31, 1997, 1996, AND 1995
1997 1996 1995 ---------- ---------- ---------- Salaries $ 489,555 $ 578,853 $ 493,372 Other payroll related expenses 90,301 101,002 79,838 General and administrative expenses 481,868 537,094 403,107 ---------- ---------- ---------- Total reimbursed administrative expenses $1,061,724 $1,216,949 $ 976,317 ========== ========== ==========
See report of independent public accountants 36 37 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure The Registrant's discussion regarding the resignation of its certifying accountant is included in the Registrant's Report on Form 8-K, dated February 3, 1997 and filed February 7, 1997 and Amendment No. 1 to the Registrant's Report on Form 8-K, dated February 3, 1997 and filed February 26, 1997, incorporated herein by reference. The Registrant retained a new auditor, Moore Stephens, P.C., on April 10, 1997, as reported in its Current Report on Form 8-K, filed April 14, 1997. 37 38 PART III Item 10. Directors and Executive Officers of the Registrant The Registrant, as such, has no officers or directors, but is managed by CCC, the general partner. The officers and directors of CCC at March 18, 1998, are as follows:
Name Office ---------------------- ------------------------------------------------- Dennis J. Tietz President, Chief Executive Officer, and Director Elinor Wexler Vice President/Administration and Secretary, and Director John P. McDonald Vice President/Sales, and Director Stefan M. Palatin Director Peter J. Younger Director
DENNIS J. TIETZ Mr. Tietz, 45, as President and Chief Executive Officer, is responsible for the general management of CCC. From 1986 until August 1992, Mr. Tietz was responsible for the organization, marketing and after-market support of CCC's investment programs. Mr. Tietz is also President and a director of Cronos Securities Corp. Mr. Tietz was a regional manager for CCC, responsible for various container leasing activities in the U.S. and Europe from 1981 to 1986. Prior to joining CCC in December 1981, Mr. Tietz was employed by Trans Ocean Leasing Corporation as Regional Manager based in Houston, with responsibility for all leasing and operational activities in the U.S. Gulf. Mr. Tietz holds a B.S. degree in Business Administration from San Jose State University and is a Registered Securities Principal with the NASD. ELINOR A. WEXLER Ms. Wexler, 49, was elected Vice President - Administration and Secretary of CCC in August 1992. Ms. Wexler has been employed by the General Partner since 1987, and is responsible for investor services, compliance and securities registration. From 1983 to 1987, Ms. Wexler was Manager of Investor Services for The Robert A. McNeil Corporation, a real estate syndication company, in San Mateo, California. From 1971 to 1983, Ms. Wexler held various positions, including securities trader and international research editor, with Nikko Securities Co., International, based in San Francisco. Ms. Wexler attended the University of Oregon, Portland State University and the Hebrew University of Jerusalem, Israel. Ms. Wexler is also Vice President and Secretary of Cronos Securities Corp. and a Registered Principal with the NASD. JOHN P. MCDONALD Mr. McDonald, 36, was elected Vice President - National Sales Manager of CCC in August 1992, with responsibility for marketing CCC's investment programs. Since 1988, Mr. McDonald had been Regional Marketing Manager for the Southwestern U.S. From 1983 to 1988, Mr. McDonald held a number of container leasing positions with CCC, the most recent of which was as Area Manager for Belgium and the Netherlands, based in Antwerp. Mr. McDonald holds a B.S. degree in Business Administration from Bryant College, Rhode Island. Mr. McDonald is also a Vice President of Cronos Securities Corp. STEFAN M. PALATIN Mr. Palatin, 44, joined the Board of Directors of CCC in January 1993. Mr. Palatin is Chairman and CEO of The Cronos Group, and was a founder of LPI in 1983. From 1980 to 1991, Mr. Palatin was an executive director of the Contrin Group, which has provided financing to the container leasing industry, as well as other business ventures, and has sponsored limited partnerships organized in Austria. From 1977 to 1980, Mr. Palatin was a consultant to a number of companies in Austria, including Contrin. From 1973 to 1977, Mr. Palatin was a sales manager for Generali AG, the largest insurance group in Austria. Mr. Palatin, who is based in Austria, holds a Doctorate in Business Administration from the University of Economics and World Trade in Vienna. Mr. Palatin is also a director of The Cronos Group. 38 39 PETER J. YOUNGER Mr. Younger, 41, joined the Board of Directors of CCC in June 1997. See key management personnel of the Leasing Company for further information. JOHN KALLAS Mr. Kallas, 35, was elected Vice President/Treasurer and Chief Financial Officer of CCC in December 1993 and was directly responsible for CCC's accounting operations and reporting activities. Mr. Kallas resigned from Cronos Capital Corp. on March 18, 1998. The key management personnel of the Leasing Company at March 18, 1998, were as follows:
Name Title ---------------------- ---------------------------------------- Steve Brocato President Peter J. Younger Vice President/Chief Financial Officer John M. Foy Vice President/Americas Nico Sciacovelli Vice President/Europe, Middle East and Africa Harris H. T. Ho Vice President/Asia Pacific David Heather Vice President/Technical Services John C. Kirby Vice President/Operations J. Gordon Steel Vice President/Tank Container Division
STEVE BROCATO Mr. Brocato, 45, was elected President of the Leasing Company's container division in June 1997, and is based in the United Kingdom. Mr. Brocato has held various positions since joining Cronos including, Vice President - Corporate Affairs and Director of Marketing Refrigerated Containers for Cronos in North and South America. Prior to joining Cronos, Mr. Brocato was a Vice President for ICCU Containers from 1983 to 1985 and was responsible for dry cargo container marketing and operations for the Americas. From 1981 to 1983, he was Regional Manager for Trans Ocean Leasing Ltd. PETER J. YOUNGER Mr. Younger, 41, was elected Chief Financial Officer of The Cronos Group in March, 1997, and is based in the United Kingdom. Mr. Younger was appointed Vice President and Controller of Cronos in 1991. He joined IEA in 1987 and served as Director of Accounting and the Vice President and Controller, based in San Francisco. Prior to 1987, Mr. Younger was a certified public accountant and a principal with the accounting firm of Johnson, Glaze and Co. in Salem, Oregon. Mr. Younger holds a B.S. degree in Business Administration from Western Baptist College. JOHN M. FOY Mr. Foy, 52, is directly responsible for the Leasing Company's lease marketing and operations in North America, Central America, and South America, and is based in San Francisco. From 1985 to 1993, Mr. Foy was Vice President/Pacific with responsibility for dry cargo container lease marketing and operations in the Pacific Basin. From 1977 to 1985 Mr. Foy was Vice President of Marketing for Nautilus Leasing Services in San Francisco with responsibility for worldwide leasing activities. From 1974 to 1977, Mr. Foy was Regional Manager for Flexi-Van Leasing, a container lessor, with responsibility for container leasing activities in the Western United States. Mr. Foy holds a B.A. degree in Political Science from University of the Pacific, and a Bachelor of Foreign Trade from Thunderbird Graduate School of International Management. NICO SCIACOVELLI Mr. Sciacovelli, 48, was elected Vice President - Europe, Middle East and Africa in June 1997. Mr. Sciacovelli is directly responsible for the Leasing Company's lease marketing and operations in Europe, the Middle East and Africa and is based in Italy. Since joining Cronos in 1983, Mr. Sciacovelli served as Area Director and Area Manager for Southern Europe. Prior to joining Cronos, Mr. Sciacovelli was a Sales Manager at Interpool Ltd. HARRIS H. T. HO Mr. Ho, 39, was elected Vice President - Asia Pacific in June 1997. Mr. Ho is directly responsible for the Leasing Company's lease marketing and operations in Asia, Australia and the Indian sub-continent and is based in Hong Kong. Since joining Cronos in 1990, Mr. Ho served as Area Director, Hong Kong and China. Prior to joining Cronos, Mr. Ho was a Manager at Sea Containers Pacific Ltd and Sea Containers Hong Kong Limited from 1981 to 1990, responsible for container marketing within Asia. From 1978 to 1981, Mr. Ho was Senior Equipment Controller for Hong Kong Container Line. Mr. Ho holds a Diploma of Management Studies in Marketing from The Hong Kong Polytechnic and The Hong Kong Management Association. 39 40 DAVID HEATHER Mr. Heather, 50, is responsible for all technical and engineering activities of the fleet managed by the Leasing Company. Mr. Heather was Technical Director for LPI, based in the United Kingdom, from 1986 to 1991. From 1980 to 1986, Mr. Heather was employed by ABC Containerline NV as Technical Manager with technical responsibility for the shipping line's fleet of dry cargo, refrigerated and other specialized container equipment. From 1974 to 1980, Mr. Heather was Technical Supervisor for ACT Services Ltd., a shipping line, with responsibility for technical activities related to refrigerated containers. Mr. Heather holds a Marine Engineering Certificate from Riversdale Marine Technical College in England. JOHN C. KIRBY Mr. Kirby, 44, is responsible for container purchasing, contract and billing administration, container repairs and leasing-related systems, and is based in the United Kingdom. Mr. Kirby joined CCC in 1985 as European Technical Manager and advanced to Director of European Operations in 1986, a position he held with CCC, and later the Leasing Company, until his promotion to Vice President/Operations of the Leasing Company in 1992. From 1982 to 1985, Mr. Kirby was employed by CLOU Containers, a container leasing company, as Technical Manager based in Hamburg, Germany. Mr. Kirby acquired a professional engineering qualification from the Mid-Essex Technical College in England. J. GORDON STEEL Mr. Steel, 65, is directly responsible for the overall lease marketing activity for the Leasing Company's Tank Container Division. From 1990 to 1992, Mr. Steel held the position of Director/General Manager for Tiphook Container's Tank Division. From 1977 to 1990, Mr. Steel held various managerial positions, involving manufacturing and transportation of hazardous materials, with Laporte Industries and ICI, major chemical distribution companies. Mr. Steel is a qualified Chemical Engineer and attended the Associate Royal Technical College in Scotland. 40 41 Item 11. Executive Compensation The Registrant commenced monthly distributions to its partners (general and limited) from distributable cash from operations beginning in the second quarter of 1994. Such distributions are allocated 95% to the limited partners and 5% to the general partner. Sales proceeds will be allocated 99% to the limited partners and 1% to the general partner. The allocations will remain in effect until such time as the limited partners have received from the Registrant 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 the general partner. The Registrant will not pay or reimburse CCC or the Leasing Company for any remuneration payable by them to their executive officers, directors or any other controlling persons. However, the Registrant will reimburse the general partner and the Leasing Company for certain services pursuant to Section 4.4 of the Partnership Agreement. These services include but are not limited to (i) salaries and related salary expenses for services which could be performed directly for the Registrant by independent parties, such as legal, accounting, transfer agent, data processing, operations, communications, duplicating and other such services; (ii) performing administrative services necessary to the prudent operations of the Registrant. The following table sets forth the fees the Registrant paid (on a cash basis) to CCC or the Leasing Company ("CCL") for the year ended December 31, 1997.
Cash Fees and Name Description Distributions ---- ----------- ------------- 1) CCC Acquisition fee - equal to 5% of the purchase $ 71,215 price of containers acquired by the Registrant pursuant to Section 4.2 of the Limited Partnership Agreement 2) CCL Base management fees - equal to 7% of gross $1,433,284 lease revenues attributable to operating leases pursuant to Section 4.3 of the Limited Partnership Agreement 3) CCC Reimbursed administrative expenses - equal to $ 97,052 the costs expended by CCC and its affiliates CCL for services necessary to the prudent operation $ 967,386 of the Registrant pursuant to Section 4.4 of the Limited Partnership Agreement 4) CCC Interest in Fund - 5% of distributions of $ 668,107 distributable cash for any quarter pursuant to Section 6.1 of the Limited Partnership Agreement
41 42 Item 12. Security Ownership of Certain Beneficial Owners and Management - (Continued) (a) Security Ownership of Certain Beneficial Owners There is no person or "group" of persons known to the management of CCC to be the beneficial owner of more than five percent of the outstanding units of limited partnership interests of the Registrant. (b) Security Ownership of Management The Registrant has no directors or officers. It is managed by CCC. CCC owns five units, representing 0.00007% of the total amount of units outstanding. (c) Changes in Control Inapplicable. Item 13. Certain Relationships and Related Transactions (a) Transactions with Management and Others The Registrant's only transactions with management and other related parties during 1997 were limited to those fees paid or amounts committed to be paid (on an annual basis) to CCC, the general partner, and its affiliates. See Item 11, "Executive Compensation," herein. (b) Certain Business Relationships Inapplicable. (c) Indebtedness of Management Inapplicable. (d) Transactions with Promoters Inapplicable. 42 43 PART IV Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K (a)1. Financial Statements The following financial statements of the Registrant are included in Part II, Item 8:
Page ---- Reports of Independent Public Accountants............................ 20, 21 Balance sheets - December 31, 1997 and 1996.......................... 22 Statements of operations - for the years ended December 31, 1997, 1996 and 1995.................................. 23 Statements of partners' capital - for the years ended December 31, 1997, 1996 and 1995.................................. 24 Statements of cash flows - for the years ended December 31, 1997, 1996 and 1995.................................. 25 Notes to financial statements........................................ 26 Schedule of Reimbursed Administrative Expenses....................... 36
All other schedules are omitted as the information is not required or the information is included in the financial statements or notes thereto. 43 44 (a)3. 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 The Registrant filed a Report on Form 8-K, February 7, 1997 and Amendment No. 1 to Report on Form 8-K, 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) 44 45 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) 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/ DENNIS J. TIETZ -------------------------------------- Dennis J. Tietz President and Director of Cronos Capital Corp. ("CCC") Principal Executive Officer of CCC Date: March 31, 1998 Pursuant to the requirement of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of Cronos Capital Corp., the general partner of the Registrant, in the capacities and on the dates indicated:
Signature Title Date --------- ----- ---- /s/ DENNIS J. TIETZ President and Director of - ----------------------------- Cronos Capital Corp. March 31, 1998 Dennis J. Tietz ("CCC") (Principal Executive Officer of CCC) /s/ JOHN MCDONALD National Sales Manager - ----------------------------- and Director of March 31, 1998 John McDonald Cronos Capital Corp. /s/ PETER YOUNGER Director of - ----------------------------- Cronos Capital Corp. March 31, 1998 Peter Younger
SUPPLEMENTAL INFORMATION The Registrant's annual report will be furnished to its limited partners on or about April 30, 1998. Copies of the annual report will be concurrently furnished to the Commission for information purposes only, and shall not be deemed to be filed with the Commission. 46 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-27.1 2 FDS-YEAR END 1997
5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE BALANCE SHEETS AT DECEMBER 31, 1997 AND THE STATEMENTS OF OPERATIONS FOR THE TWELVE MONTHS ENDED DECEMBER 31, 1997 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS INCLUDED AS PART OF ITS ANNUAL REPORT ON FORM 10-K FOR THE PERIOD ENDED DECEMBER 31, 1997. 12-MOS DEC-31-1997 JAN-01-1997 DEC-31-1997 4,789,501 0 2,909,486 0 0 7,698,987 124,148,108 20,429,936 111,519,209 0 0 0 0 0 111,519,209 111,519,209 0 13,784,688 0 7,512,287 0 0 0 0 0 0 0 0 0 6,578,035 0 0
EX-27.2 3 FDS-YEAR END 1996
5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE BALANCE SHEETS AT DECEMBER 31, 1996 AND THE STATEMENTS OF OPERATIONS FOR THE TWELVE MONTHS ENDED DECEMBER 31, 1996 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS INCLUDED AS PART OF ITS ANNUAL REPORT ON FORM 10-K FOR THE PERIOD DECEMBER 31, 1996 12-MOS DEC-31-1996 JAN-01-1996 DEC-31-1996 5,508,568 0 2,835,397 0 0 8,343,965 123,720,710 13,265,647 120,636,573 664,650 0 0 0 0 119,971,923 120,636,573 0 14,160,889 0 7,694,463 0 0 0 0 0 0 0 0 0 7,262,658 0 0
EX-27.3 4 FDS-YEAR END 1995
5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE BALANCE SHEETS AT DECEMBER 31, 1995 AND THE STATEMENTS OF OPERATIONS FOR THE TWELVE MONTHS ENDED DECEMBER 31, 1995 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS INCLUDED AS PART OF ITS ANNUAL REPORT ON FORM 10-K FOR THE PERIOD DECEMBER 31, 1995 12-MOS DEC-31-1995 JAN-01-1995 DEC-31-1995 34,051,217 0 2,170,519 0 0 36,221,736 100,639,251 6,375,758 132,909,334 4,419,526 0 0 0 0 128,489,808 132,909,334 0 12,853,196 0 5,477,873 0 0 840,687 0 0 0 0 0 0 6,534,636 0 0
EX-27.4 5 FDS-1997 Q'S
5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE BALANCE SHEET AT MARCH 31, 1997, JUNE 30, 1997 AND SEPTEMBER 30, 1997 (UNAUDITED) AND THE STATEMENTS OF OPERATIONS FOR THE QUARTERLY PERIOD ENDED MARCH 31, 1997, JUNE 30, 1997 AND SEPTEMBER 30, 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 RESPECTIVE PERIODS THEN ENDED. 3-MOS 6-MOS 9-MOS DEC-31-1997 DEC-31-1997 DEC-31-1997 JAN-01-1997 JAN-01-1997 JAN-01-1997 MAR-31-1997 JUN-30-1997 SEP-30-1997 3,756,930 3,700,981 3,965,649 0 0 0 2,718,929 2,768,091 3,127,523 0 0 0 0 0 0 6,475,859 6,469,172 7,093,172 124,283,349 124,153,386 124,252,743 15,060,037 16,852,011 18,640,518 117,387,823 115,310,206 114,096,263 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 117,387,823 115,310,206 114,096,263 117,387,823 115,310,206 114,096,263 0 0 0 3,141,734 6,381,050 10,163,705 0 0 0 1,985,768 4,005,652 6,003,098 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 1,242,623 2,489,858 4,381,203 0 0 0 0 0 0
EX-27.5 6 FDS-1996 Q'S
5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE BALANCE SHEET AT MARCH 31, 1996, JUNE 30, 1996 AND SEPTEMBER 30, 1996 (UNAUDITED) AND THE STATEMENT OF OEPRATIONS FOR THE QUARTERLY PERIOD ENDED MARCH 31, 1996, JUNE 30, 1996 AND SEPTEMBER 30, 1996 (UNAUDITED) AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS INCLUDD AS PART OF ITS QUARTERLY REPORT ON FORM 10-Q FOR THE PERIOD MARCH 31, 1996. 3-MOS 6-MOS 9-MOS DEC-31-1996 DEC-31-1996 DEC-31-1996 JAN-01-1996 JAN-01-1996 JAN-01-1996 MAR-31-1996 JUN-30-1996 SEP-30-1996 16,602,892 8,324,605 6,086,305 0 0 0 2,221,462 2,562,497 2,467,010 0 0 0 0 0 0 18,824,354 10,887,102 8,553,315 117,353,650 122,976,730 123,802,605 7,940,989 9,689,891 11,472,195 130,521,544 126,309,271 122,870,163 3,970,365 2,095,107 1,040,550 0 0 0 0 0 0 0 0 0 0 0 0 126,551,179 124,214,164 121,829,613 130,521,544 126,309,271 122,870,163 0 0 0 0 6,701,290 10,177,679 0 0 0 1,768,039 3,720,689 5,706,737 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 1,734,431 3,537,797 5,168,162 0 0 0 0 0 0
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