CRONOS GLOBAL INCOME FUND XV LP
10-Q, 1995-08-11
EQUIPMENT RENTAL & LEASING, NEC
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<PAGE>   1


                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                    FORM 10-Q

/X/   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 1995

                                       OR

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

                         Commission file number 0-23886

                       CRONOS GLOBAL INCOME FUND XV, L.P.
             (Exact name of registrant as specified in its charter)

          California                                             94-2966976
(State or other jurisdiction of                              (I.R.S. Employer
incorporation or organization)                              Identification No.)

         444 Market Street, 15th Floor, San Francisco, California 94111
         (Address of principal executive offices)            (Zip Code)

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

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

<PAGE>   2

                       CRONOS GLOBAL INCOME FUND XV, L.P.

                      REPORT ON FORM 10-Q FOR THE QUARTERLY
                           PERIOD ENDED JUNE 30, 1995

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                                    PAGE
<S>                                                                                                                  <C>
PART I - FINANCIAL INFORMATION 

  Item 1. Financial Statements

          Balance Sheets - June 30, 1995 (unaudited) and December 31, 1994                                            2

          Statements of Operations for the three months ended June 30, 1995 and 1994, the six months                  3
          ended June 30, 1995 and for the period February 22, 1994 (commencement of operations)
          to June 30, 1994 (unaudited)

          Statements of Cash Flows for the six months ended June 30, 1995 and for the period                          4
          February 22, 1994 (commencement of operations) to June 30, 1994 (unaudited)

          Notes to Financial Statements (unaudited)                                                                   5

  Item 2. Management's Discussion and Analysis of Financial Condition and Results of                                  8
          Operations


PART II - OTHER INFORMATION

  Item 5. Other Materially Important Events                                                                          10


  Item 6. Exhibits and Reports on Form 8-K                                                                           11
</TABLE>


<PAGE>   3



                         PART I - FINANCIAL INFORMATION

Item 1.   Financial Statements

          Presented herein are the Registrant's balance sheets as of 
          June 30, 1995 and December 31, 1994, statements of operations for the
          three months ended June 30, 1995 and 1994, the six months ended 
          June 30, 1995 and for the period February 22, 1994 (commencement of 
          operations) to June 30, 1994, and statements of cash flows for the 
          six months ended June 30, 1995 and for the period February 22, 1994 
          (commencement of operations) to June 30, 1994.


<PAGE>   4

                       CRONOS GLOBAL INCOME FUND XV, L.P.

                                 BALANCE SHEETS

                                  (UNAUDITED)
<TABLE>
<CAPTION>

                                                                              June 30,        December 31,
                                                                                1995               1994
                                                                              --------        ------------
<S>                                                                         <C>               <C>
                   Assets
Current assets:
    Cash, includes $1,329,358 at June 30, 1995 and $346,553
       at December 31, 1994 in interest-bearing accounts                    $ 1,344,596       $ 1,732,203
    Short-term investments                                                    2,525,000                 -
    Net lease receivables due from Leasing Company
       (notes 1 and 2)                                                        1,691,705         1,016,734
                                                                            -----------       -----------

           Total current assets                                               5,561,301         2,748,937
                                                                            -----------       -----------

Container rental equipment, at cost                                          89,816,284        58,738,731
    Less accumulated depreciation                                             3,578,212         1,419,601
                                                                            -----------       -----------
       Net container rental equipment                                        86,238,072        57,319,130
                                                                            -----------       -----------

Organizational costs, net                                                     1,903,766         1,427,721
                                                                            -----------       -----------

                                                                            $93,703,139       $61,495,788
                                                                            ===========       ===========

      Liabilities and Partners' Capital

Current liabilities:
    Due to general partner (notes 1 and 3)                                  $ 1,030,978       $ 1,284,467
    Equipment debt                                                           14,911,391        16,534,256
    Interest payable                                                            166,121            46,000
    Due to manufacturers                                                      5,708,000         1,683,500
                                                                            -----------       -----------

           Total current liabilities                                         21,816,490        19,548,223
                                                                            -----------       -----------

Partners' capital:
    General partner                                                               7,713             6,200
    Limited partners                                                         71,878,936        41,941,365
                                                                            -----------       -----------

           Total partners' capital                                           71,886,649        41,947,565
                                                                            -----------       -----------

                                                                            $93,703,139       $61,495,788
                                                                            ===========       ===========
</TABLE>


         The accompanying notes are an integral part of this statement

                                       2

<PAGE>   5



                       CRONOS GLOBAL INCOME FUND XV, L.P.

                            STATEMENTS OF OPERATIONS

                                  (UNAUDITED)

<TABLE>
<CAPTION>

                                               Three Months Ended
                                            ------------------------          Six             For the Period February 22,
                                             June 30,       June 30,      Months Ended       (Commencement of Operations)
                                               1995           1994        June 30, 1995          through June 30, 1994
                                            ----------      --------      -------------      ----------------------------
<S>                                         <C>             <C>             <C>                        <C>
Net lease revenue (notes 1 and 4)           $3,173,295      $720,177        $5,606,985                 $760,630

Other operating expenses:
    Depreciation and amortization            1,284,707       527,035         2,341,491                  553,393
    Other general and
      administrative expenses                   39,704         2,528            64,466                    4,178
                                            ----------      --------        ----------                 --------
                                             1,324,411       529,563         2,405,957                  557,571
                                            ----------      --------        ----------                 --------

        Earnings from operations             1,848,884       190,614         3,201,028                  203,059

Other income (expense):
    Interest income                             19,245           283            39,911                      283
    Net gain on disposal of equipment            4,795           478             6,766                      478
    Interest expense                          (290,565)            -          (497,036)                       -
                                            ----------      --------        ----------                 --------
                                              (266,525)          761          (450,359)                     761
                                            ----------      --------        ----------                 --------


        Net earnings                        $1,582,359      $191,375        $2,750,669                 $203,820
                                            ==========      ========        ==========                 ========

Allocation of net earnings:

    General partner                         $   74,943      $  4,057        $  131,449                 $  4,182
    Limited partners                         1,507,416       187,318         2,619,220                  199,638
                                            ----------      --------        ----------                 --------

                                            $1,582,359      $191,375        $2,750,669                 $203,820
                                            ==========      ========        ==========                 ========

Limited partners' per unit
  share of net earnings                     $      .42      $    .37        $      .84                 $    .55
                                            ==========      ========        ==========                 ========
</TABLE>


         The accompanying notes are an integral part of this statement

                                       3


<PAGE>   6



                       CRONOS GLOBAL INCOME FUND XV, L.P.

                            STATEMENTS OF CASH FLOWS

                                  (UNAUDITED)

<TABLE>
<CAPTION>

                                                                          Six Months Ended         For the Period February 22,
                                                                              June 30,            (Commencement of Operations)
                                                                                1995                 through June 30, 1994
                                                                          ----------------        ----------------------------
<S>                                                                         <C>                         <C>
Net cash provided by operating activities                                   $  4,493,834                $    286,308

Cash flows provided by (used in) investing activities:
   Proceeds from sale of container rental equipment                               44,593                           -
   Purchase of container rental equipment                                    (25,926,001)                (17,284,096)
   Acquisition fees to general partner                                        (1,380,541)                   (864,525)
                                                                            ------------                ------------
           Net cash used in investing activities                             (27,261,949)                (18,148,621)
                                                                            ------------                ------------
Cash flows provided by (used in) financing activities:
   Capital contributions                                                      33,096,840                  21,475,960
   Underwriting commissions                                                   (3,309,684)                 (2,147,506)
   Offering and organizational expenses                                         (659,167)                   (949,042)
   Distributions to partners                                                  (2,598,741)                    (92,605)
   Borrowings from revolving credit facility                                  24,968,637                           -
   Repayments to revolving credit facility                                   (26,591,502)                          -
   Loan origination costs                                                           (875)                          -
                                                                            ------------                ------------
           Net cash provided by financing activities                          24,905,508                  18,286,807
                                                                            ------------                ------------
Net increase in cash and cash equivalents                                      2,137,393                     424,494

Cash and cash equivalents at January 1                                         1,732,203                         100
                                                                            ------------                ------------
Cash and cash equivalents at June 30                                        $  3,869,596                $    424,594
                                                                            ============                ============

Supplemental disclosure for cash flow information:
  Cash paid during the period for:
   Interest                                                                 $    376,915                $          -
                                                                            ============                ============
</TABLE>


         The accompanying notes are an integral part of this statement

                                       4


<PAGE>   7





                       CRONOS GLOBAL INCOME FUND XV, L.P.

                    NOTES TO UNAUDITED FINANCIAL STATEMENTS

                      JUNE 30, 1995 AND DECEMBER 31, 1994

(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 and controls the business of the Partnership.

      (b) Leasing Company and Leasing Agent Agreement

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

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

      (c) Basis of Accounting

          The Partnership utilizes the accrual method of accounting. Revenue is
          recognized when earned.

      (d) Financial Statement Presentation

          These financial statements have been prepared without audit. Certain
          information and footnote disclosures normally included in financial
          statements prepared in accordance with generally accepted accounting
          procedures have been omitted. It is suggested that these financial
          statements be read in conjunction with the financial statements and
          accompanying notes in the Partnership's latest annual report on Form
          10-K.

          The interim financial statements presented herewith reflect all
          adjustments of a normal recurring nature which are, in the opinion of
          management, necessary to a fair statement of the financial condition
          and results of operations for the interim periods presented.


                                       5

<PAGE>   8

                       CRONOS GLOBAL INCOME FUND XV, L.P.

                    NOTES TO UNAUDITED FINANCIAL STATEMENTS

(2)   Net Lease Receivables Due from Leasing Company

      Net lease receivables due from the Leasing Company are determined by
      deducting direct operating payables and accrued expenses, base management
      fees payable, and reimbursed administrative expenses payable to CCC and
      its affiliates from the rental billings payable by the Leasing Company to
      the Partnership under operating leases to ocean carriers for the
      containers owned by the Partnership. Net lease receivables at June 30,
      1995 and December 31, 1994 were as follows:

<TABLE>
<CAPTION>

                                                                       June 30,       December 31,
                                                                         1995             1994
                                                                       --------       ------------
           <S>                                                        <C>             <C>
           Lease receivables, net of doubtful accounts
              of $122,528 at June 30, 1995 and $36,173 at
               December 31, 1994                                      $3,820,329      $2,411,847
           Less:
           Direct operating payables and accrued expenses              1,080,397         491,125
           Damage protection reserve                                     395,511         147,330
           Base management fees                                          343,077         435,866
           Reimbursed administrative expenses                            309,639         320,792
                                                                      ----------      ----------
                                                                      $1,691,705      $1,016,734
                                                                      ==========      ==========
</TABLE>

(3)   Due to General Partner

      The amounts due to CCC at June 30, 1995 and December 31, 1994 were as
      follows:

<TABLE>
<CAPTION>

                                                                       June 30,      December 31,
                                                                         1995           1994
                                                                       --------      ------------
           <S>                                                        <C>             <C>
           Acquisition fees                                           $1,030,978      $  928,677
           Equipment payable                                                   -         355,790
                                                                      ----------      ----------
                                                                      $1,030,978      $1,284,467
                                                                      ==========      ==========
</TABLE>

                                       6

<PAGE>   9


                       CRONOS GLOBAL INCOME FUND XV, L.P.

                    NOTES TO UNAUDITED FINANCIAL STATEMENTS

(4)   Net Lease Revenue

      Net lease revenue is determined by deducting direct operating expenses,
      management fees and reimbursed administrative expenses to CCC and its
      affiliates from the rental revenue billed by the Leasing Company under
      operating leases to ocean carriers for the containers owned by the
      Partnership. Net lease revenue for the three months ended June 30, 1995
      and 1994, the six months ended June 30, 1995 and the period February 22,
      1994 (commencement of operations) through June 30, 1994 were as follows:

<TABLE>
<CAPTION>

                                                    Three Months Ended
                                                   ----------------------          Six             For the Period February 22,
                                                   June 30,      June 30,       Months Ended      (Commencement of Operations)
                                                     1995          1994        June 30, 1995          through June 30, 1994
                                                   --------      --------      -------------      ----------------------------
       <S>                                        <C>            <C>            <C>              <C>
       Rental revenue                             $4,595,970     $888,872       $8,027,950       $947,398

       Rental equipment operating expenses           861,598       66,007        1,420,185         74,007
       Base management fees                          313,305       61,740          561,305         65,837
       Reimburse administrative expenses             247,772       40,948          439,475         46,924
                                                  ----------     --------       ----------        -------
                                                  $3,173,295     $720,177       $5,606,985       $760,630
                                                  ==========     ========       ==========        =======
</TABLE>


(5)   Equipment Purchases

      As of June 30, 1995, the Partnership had purchased the following types of
      equipment:


<TABLE>
<CAPTION>
                                                                          Purchased from
                                                            Purchased        Container          Total
           Equipment Type                                   from CCC       Manufacturers       Purchased
           --------------                                   ---------     --------------       ---------
           <S>                                                <C>            <C>                <C>
           Dry Cargo Containers:
                  Twenty-foot                                 8,357          14,222             22,579
                  Forty-foot                                  2,884           2,400              5,284
                  Forty-foot high-cube                          397             500                897
           Refrigerated Cargo Containers:
                  Twenty-foot                                   163               -                163
                  Forty-foot high-cube                          100               -                100
           Tank Containers:
                  24,000-liter                                  133              32                165
</TABLE>

      The aggregate purchase price (excluding acquisition fees) of the equipment
      acquired by the Partnership through June 30, 1995 was $85,620,845, of
      which $65,001,291 was paid from the Net Proceeds of this offering,
      $14,911,391 was paid from the proceeds of a bridge loan obtained by the
      Partnership, and $5,708,163 remained payable to equipment manufacturers.
      Of this equipment, $39,848,196 thereof had been acquired from CCC and
      $45,772,649 thereof had been acquired from third-party container
      manufacturers located in Taiwan, South Korea, India, Indonesia, the
      People's Republic of China, Italy and the United Kingdom. Equipment
      acquired from CCC had been purchased by CCC as new equipment, and was
      resold to the Partnership at cost, minus the net revenues earned by CCC in
      operating the equipment prior to its resale to the Partnership. At June
      30, 1995, the Partnership has committed to purchase from container
      manufacturers an additional 100 twenty-foot, 800 forty-foot and 100
      forty-foot high-cube dry cargo containers, as well as 200 twenty-foot
      refrigerated containers, at an aggregate manufacturers' invoice cost of
      approximately $7,544,600.


                                       7

<PAGE>   10


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

It is suggested that the following discussion be read in conjunction with the
Registrant's most recent annual report on Form 10-K.

1)    Material changes in financial condition between June 30, 1995
      and December 31, 1994.

      At June 30, 1995, the Registrant had raised $79,126,320 through the
      offering of limited partnership interests, from which it had paid
      brokerage commissions, reimbursed the General Partner for public offering
      expenses, and purchased equipment.

      In addition to the Net Proceeds used to purchase equipment from the
      General Partner and equipment manufacturers, the Registrant financed the
      purchase of additional equipment with proceeds from a $25,000,000 bridge
      loan. The loan was obtained on July 22, 1994 from one lending source,
      allowing the Registrant to take advantage of equipment purchasing
      opportunities. At June 30, 1995, the Registrant had $14,911,391
      outstanding under its bridge loan. As of said date, the average annual
      interest on monies borrowed under the facility was 7.56% per annum. The
      amounts borrowed are secured by the grant of a security interest in all of
      the Registrant's assets, including its equipment. Amounts borrowed under
      the loan are due on the earlier of the 30th day following the termination
      date of the offering or January 14, 1996. The Registrant anticipates
      repaying amounts borrowed under the facility with the Net Proceeds from
      this offering. Because the units in the Partnership are being offered on a
      "best efforts" basis, there is no guarantee that there will be sufficient
      Net Proceeds from this offering to fully retire the bridge loan. To the
      extent Net Proceeds are insufficient to fully repay the bridge loan, the
      General Partner has committed to purchase a sufficient number of
      containers from the Registrant to enable the Registrant to do so.

      The Registrant expects to accept delivery of new equipment through
      November 1995. Substantially all equipment acquisitions in 1995 will be
      paid with proceeds from the bridge loan. All Net Proceeds raised during
      the remainder of 1995 will be used to repay the bridge loan. Thereafter,
      the Registrant expects to reinvest excess cash generated from operations
      and equipment disposals in additional new and used equipment.

      The Registrant has acquired containers at favorable prices. This fact,
      combined with the Registrant's ability to utilize the aforementioned
      revolving credit facility to accelerate the build-up of its fleet, should
      benefit the Registrant's operations in subsequent periods. At June 30,
      1995, the Registrant has committed to purchase from container
      manufacturers 100 twenty-foot, 800 forty-foot and 100 forty-foot high-cube
      dry cargo containers, as well as 200 twenty-foot refrigerated containers,
      at an aggregate manufacturers' invoice cost of approximately $7,544,600.

      The Registrant's cash balances as of June 30, 1995 included cash generated
      from operations, together with interest earned thereon, and amounts
      reserved as working capital. 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 Registrant. During the Registrant's
      first year of operations, (February 22, 1994 (commencement of operations)
      to December 31, 1994), the General Partner and its affiliates deferred the
      payment of all management and reimbursable administrative expenses
      deducted from the lease receivables due to the Registrant. At 
      December 31, 1994, these deferred fees and expenses totaled approximately
      $757,000. During the first quarter of 1995, the Registrant paid all 
      deferred base management fees to the Leasing Company. During the second 
      quarter of 1995, the Registrant repaid $442,345 of the deferred 
      reimbursed administrative expenses owed to CCC and the Leasing Company. 
      At June 30, 1995, the remaining deferred expenses totaled $309,639. The 
      Registrant expects to pay the remaining deferred reimbursable 
      administrative expenses during the third quarter of 1995.



                                       8

<PAGE>   11


2)    Material changes in the results of operations between the three-month
      periods ended June 30, 1995 and 1994, the six month period ended 
      June 30, 1995 and the period February 22, 1994 (commencement of 
      operations) to June 30, 1994.

      Net lease revenue, other operating expenses, other income and expenses,
      and net earnings for the three-month period ended June 30, 1995 increased
      significantly over the same period in the prior year, as the Registrant
      did not commence operations until February 22, 1994. For the period
      January 1, 1995 to June 30, 1995, the Registrant's net earnings were
      $2,750,669 and were comprised of net lease revenue, less depreciation and
      amortization of $2,341,491 and interest expense of $497,036, as well as
      interest income, gain on disposal of equipment and general and
      administrative expense. The Registrant will incur interest expense only
      during the availability of the revolving credit facility, which will
      expire no later than January 1996.

      The Registrant's net lease revenue is determined by deducting direct
      operating expenses, management fees and reimbursed administrative expenses
      from the rental revenues billed by the Leasing Company from the
      Registrant's containers. The Registrant's net lease revenue is directly
      related to the size of its fleet and the utilization and lease rates of
      the equipment owned by the Registrant. Direct operating expenses include
      repositioning costs, storage and handling expenses, agent fees and
      insurance premiums, as well as provisions for doubtful accounts and repair
      costs for containers covered under damage protection plans. Direct
      operating costs are affected by the quantity of off-hire containers as
      well as the frequency at which the containers are redelivered. During the
      build-up phase of the Registrant's fleet, direct operating costs may be
      greater if containers purchased directly from container manufacturers
      experience an off-hire period while they are marketed and repositioned for
      initial lease-out, during which period the Registrant experiences storage,
      handling and repositioning costs. At the same time, direct operating costs
      may be lessened with respect to containers purchased directly from the
      General Partner. Such containers are generally on-hire and, in most cases,
      generating revenues at the time of purchase.

      The Registrant's fleet size, as measured in twenty-foot equivalent units
      ("TEU"), and average utilization rates at June 30, 1995 and June 30, 1994
      were as follows:

<TABLE>
<CAPTION>

                                                    June 30,     June 30,
                                                      1995         1994
                                                    --------     --------
         <S>                                         <C>           <C>
         Fleet size (measured in twenty-foot
           equivalent units (TEU))
                Dry cargo containers                 34,915        13,650
                Refrigerated containers                 363            44
                Tank containers                         165             -
         Average utilization                                             
                Dry cargo containers                     88%           88%
                Refrigerated containers                 100%          100%
                Tank containers                          92%            -
</TABLE>


      The utilization rates of the Registrant's fleet are expected to fluctuate
      and eventually stabilize, as the Registrant continues its build-up phase
      of operations through 1995.


                                       9

<PAGE>   12

                          PART II - OTHER INFORMATION

Item 5.   Other Materially Important Events

          Equipment Acquisitions

          Pursuant to its undertakings made in its Registration Statement No.
          33-69356, Section 7.2 (h) of the Partnership Agreement, the Registrant
          had purchased the following types of equipment as of June 30, 1995:

<TABLE>
<CAPTION>

                                                                     Purchased                   Registrant's
                                               Purchased from      from Container     Total      Average Cost
          Equipment Type                    the General Partner    Manufacturers    Purchased    Per Container
          --------------                    -------------------    --------------   ---------    -------------
          <S>                                  <C>                    <C>             <C>          <C>
          Dry Cargo Containers:
             Twenty-foot                       8,357                  14,222          22,579       $ 2,356
             Forty-foot                        2,884                   2,400           5,284       $ 3,725
             Forty-foot high-cube                397                     500             897       $ 3,915
          Refrigerated Cargo Containers:
             Twenty-foot                         163                       -             163       $18,458
             Forty-foot high-cube                100                       -             100       $23,094
          Tank Containers:
             24,000-liter                        133                      32             165       $23,652
</TABLE>

          The aggregate purchase price (excluding acquisition fees) of the
          equipment acquired by the Registrant through June 30, 1995, was
          $85,620,845, of which $65,001,291 was paid from the Net Proceeds of
          this offering, $14,911,391 was paid from the proceeds of a bridge loan
          obtained by the Registrant and remained outstanding as of 
          June 30, 1995, and $5,708,163 remained payable to equipment 
          manufacturers. Of this equipment, $39,848,196 thereof had been 
          acquired from the General Partner and $45,772,649 thereof had been 
          acquired from third-party container manufacturers located in Taiwan, 
          South Korea, India, Indonesia, the People's Republic of China, Italy,
          and the United Kingdom. Equipment acquired from the General Partner 
          had been purchased by the General Partner as new equipment, and was 
          resold to the Registrant at cost, minus the net revenues earned by 
          the General Partner in operating the equipment prior to its resale to
          the Registrant.

          All future Net Proceeds will be used first to repay the bridge loan
          and, secondly, to purchase additional equipment. If sufficient Net
          Proceeds are not raised to repay the bridge loan, the General Partner
          has committed to the Registrant to purchase a sufficient number of
          containers from the Registrant to enable the Registrant to repay the
          bridge loan.

          At June 30, 1995, the Registrant has committed to purchase from
          container manufacturers an additional 100 twenty-foot, 800 forty-foot
          and 100 forty-foot high-cube dry cargo containers, as well as 200
          twenty-foot refrigerated containers, at an aggregate manufacturers'
          invoice cost of approximately $7,544,600.


                                       10

<PAGE>   13



                              PART II - OTHER INFORMATION

Item 6.   Exhibits and Reports on Form 8-K

          (a)  Exhibits
                  27 - Financial Data Schedule

          (b)  In lieu of filing a current report on Form 8-K, the Registrant
               has provided in Part II, Item 5 hereof, a description of its
               purchase of marine cargo containers during the three-month period
               ended June 30, 1995.






                                       11

<PAGE>   14


                                      SIGNATURES

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this Report to be signed on its behalf by the
undersigned thereunto duly authorized.

                                   CRONOS GLOBAL INCOME FUND XV, L.P.

                                   By  Cronos Capital Corp.
                                       The General Partner

                                   By   /s/ JOHN KALLAS
                                        ----------------------------------
                                        John Kallas
                                        Vice President, Chief Financial Officer
                                        Principal Accounting Officer


Date:  August 10, 1995



                                       12

<PAGE>   15


                                  EXHIBIT INDEX

         Exhibit                                                           
           No.                     Description                             
         -------                   -----------                             
           [S]                [C]                                          
           27                 Financial Data Schedule                      







<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
BALANCE SHEET AT JUNE 30, 1995 (UNAUDITED) AND THE STATEMENT OF OPERATIONS FOR
THE SIX MONTHS ENDED JUNE 30, 1995 (UNADUTIED) AND IS QUALIFIED IN ITS ENTIRETY
BY REFERENCE TO SUCH FINANCIAL STATEMENTS INCLUDED AS PART OF ITS QUARTERLY
REPORT ON FORM 10-Q FOR THE PERIOD ENDED JUNE 30, 1995.
</LEGEND>
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          DEC-31-1995
<PERIOD-START>                             JAN-01-1995
<PERIOD-END>                               JUN-30-1995
<CASH>                                       3,869,596
<SECURITIES>                                         0
<RECEIVABLES>                                1,691,705
<ALLOWANCES>                                         0
<INVENTORY>                                          0
<CURRENT-ASSETS>                             5,561,301
<PP&E>                                      89,816,284
<DEPRECIATION>                               3,578,212
<TOTAL-ASSETS>                              93,703,139
<CURRENT-LIABILITIES>                       21,816,490
<BONDS>                                              0
<COMMON>                                             0
                                0
                                          0
<OTHER-SE>                                  71,886,649
<TOTAL-LIABILITY-AND-EQUITY>                93,703,139
<SALES>                                              0
<TOTAL-REVENUES>                             5,653,662
<CGS>                                                0
<TOTAL-COSTS>                                2,405,957
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                             497,036
<INCOME-PRETAX>                                      0
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                                  0
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                 2,750,669
<EPS-PRIMARY>                                        0
<EPS-DILUTED>                                        0
        

</TABLE>


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