CRONOS GLOBAL INCOME FUND XV LP
10-Q, 1995-11-13
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 SEPTEMBER 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 SEPTEMBER 30, 1995

                                TABLE OF CONTENTS


<TABLE>
<CAPTION>
                                                                                                                PAGE

<S>                                                                                                              <C>
PART I - FINANCIAL INFORMATION

  Item 1. Financial Statements

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

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

          Statements of Cash Flows for the nine months ended September 30, 1995
          and for the period February 22, 1994 (commencement of operations) to                                    4
          September 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 September
          30, 1995 and December 31, 1994, statements of operations for the three
          months ended September 30, 1995 and 1994, the nine months ended
          September 30, 1995 and for the period February 22, 1994 (commencement
          of operations) to September 30, 1994, and statements of cash flows for
          the nine months ended September 30, 1995 and for the period February
          22, 1994 (commencement of operations) to September 30, 1994.

<PAGE>   4
                       CRONOS GLOBAL INCOME FUND XV, L.P.

                                 BALANCE SHEETS

                                   (UNAUDITED)


<TABLE>
<CAPTION>
                                                                          September 30,         December 31,
                                                                               1995                 1994
                                                                          -------------         ------------

<S>                                                                       <C>                   <C>          
                  Assets
                  ------
Current assets:
   Cash, includes $1,458,884 at September 30, 1995 and $346,553
      at December 31, 1994 in interest-bearing accounts                   $    1,460,391        $     580,368
   Short-term investments                                                      3,200,000            1,151,835
   Net lease receivables due from Leasing Company
      (notes 1 and 2)                                                          2,398,040            1,016,734
                                                                          --------------        -------------

           Total current assets                                                7,058,431            2,748,937
                                                                          --------------        -------------

Container rental equipment, at cost                                           94,195,195           58,738,731
   Less accumulated depreciation                                               4,937,968            1,419,601
                                                                          --------------        -------------
      Net container rental equipment                                          89,257,227           57,319,130
                                                                          --------------        -------------

Organizational costs, net                                                      2,165,463            1,427,721
                                                                          --------------        -------------

                                                                          $   98,481,121        $  61,495,788
                                                                          ==============        =============

     Liabilities and Partners' Capital
     ---------------------------------

Current liabilities:
   Due to general partner (notes 1 and 3)                                 $      372,097        $   1,284,467
   Equipment debt                                                              5,592,767           16,534,256
   Interest payable                                                               81,069               46,000
   Due to manufacturers                                                        1,849,000            1,683,500
                                                                          --------------        -------------

           Total current liabilities                                           7,894,933           19,548,223
                                                                          --------------        -------------

Partners' capital:
   General partner                                                                 6,291                6,200
   Limited partners                                                           90,579,897           41,941,365
                                                                          --------------        -------------

           Total partners' capital                                            90,586,188           41,947,565
                                                                          --------------        -------------

                                                                          $   98,481,121        $  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               Nine
                                        ------------------------------      Months Ended     For the Period February 22,
                                        September 30,    September 30,     September 30,     (Commencement of Operations)
                                             1995            1994              1995           through September 30, 1994
                                        -------------   --------------    --------------     ----------------------------

<S>                                    <C>              <C>               <C>                     <C>          
Net lease revenue (notes 1 and 4)      $   3,570,505    $   1,333,352     $   9,177,491           $   2,093,982

Other operating expenses
   Depreciation and amortization           1,455,907          316,192         3,797,398                 869,585
   Other general and
     administrative expenses                   9,348           13,737            73,814                  17,915
                                       -------------    -------------     -------------           -------------
                                           1,465,255          329,929         3,871,212                 887,500
                                       -------------    -------------     -------------           -------------

       Earnings from operations            2,105,250        1,003,423         5,306,279               1,206,482

Other income:
   Interest income                            26,506            3,210            66,417                   3,493
   Net gain on disposal of equipment          25,582            1,916            32,348                   2,394
   Interest expense                         (287,639)        (185,322)         (784,675)               (185,322)
                                       -------------    -------------     -------------           -------------
                                            (235,551)        (180,196)         (685,910)               (179,435)
                                       -------------    -------------     -------------           -------------

       Net earnings                    $   1,869,699    $     823,227     $   4,620,369           $   1,027,047
                                       =============    =============     =============           =============

Allocation of net earnings:

   General partner                     $      99,174    $      20,780     $     230,624           $      24,962
   Limited partners                        1,770,525          802,447         4,389,745               1,002,085
                                       -------------    -------------     -------------           -------------

                                       $   1,869,699    $     823,227     $   4,620,369           $   1,027,047
                                       =============    =============     =============           =============

Limited partners' per unit share
  of net earnings                      $         .40    $         .65     $        1.24           $        1.20
                                       =============    =============     =============           =============
</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>
                                                                        Nine               For the Period February 22,
                                                                   Months Ended          (Commencement of Operations)
                                                                 September 30, 1995         through September 30, 1994
                                                                 ------------------      -----------------------------

<S>                                                               <C>                            <C>
Net cash provided by operating activities                         $    6,803,569                 $     959,310

Net cash provided by (used in) investing activities:
  Proceeds from sale of container rental equipment                        76,764                         3,118
  Purchase of container rental equipment                             (33,724,645)                  (40,568,640)
  Acquisition fees to general partner                                 (2,251,052)                   (1,354,874)
                                                                  --------------                 -------------

    Net cash used in investing activities                            (35,898,933)                  (41,920,396)
                                                                  --------------                 -------------

Cash flows provided by (used in) financing activities:
  Capital contributions                                               54,032,140                    33,459,020
  Underwriting commissions                                            (5,403,214)                   (3,345,812)
  Offering and organizational expenses                                (1,052,338)                   (1,202,871)
  Distribution to partners                                            (4,610,672)                     (564,198)
  Borrowings from revolving credit facility                           33,060,237                    21,030,569
  Repayments to revolving credit facility                            (44,001,726)                   (7,559,413)
  Loan origination costs                                                    (875)                      (93,750)
                                                                  --------------                 -------------

    Net cash provided by financing activities                         32,023,552                    41,723,545
                                                                  --------------                 -------------

Net increase in cash and cash equivalents                              2,928,188                       762,459

Cash and cash equivalents at January 1                                 1,732,203                           100
                                                                  --------------                 -------------

Cash and cash equivalents at September 30                         $    4,660,391                 $     762,559
                                                                  ==============                 =============


Supplemental disclosure for cash flow information:
  Cash paid during the period for:
  Interest                                                        $      640,279                 $         -
                                                                  ==============                 =============
</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

                    SEPTEMBER 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.


                                                                     (Continued)
                                        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, the
     Leasing Company, 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
     September 30, 1995 and December 31, 1994 were as follows:

<TABLE>
<CAPTION>
                                                                    September 30,    December 31,
                                                                         1995            1994       
                                                                    -------------    ------------
<S>                                                                 <C>              <C>
           Lease receivables, net of doubtful accounts
              of $154,147 at September 30, 1995 and $36,173 at
               December 31, 1994                                    $  4,198,305     $  2,411,847
           Less:
           Direct operating payables and accrued expenses                865,457          491,125
           Damage protection reserve                                     483,071          147,330
           Base management fees                                          365,352          435,866
           Reimbursed administrative expenses                             86,385          320,792
                                                                    ------------     ------------
                                                                    $  2,398,040     $  1,016,734
                                                                    ============     ============
</TABLE>




(3)  Due to General Partner

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

<TABLE>
<CAPTION>
                                                                    September 30,    December 31,
                                                                        1995             1994       
                                                                    -------------    ------------

<S>                                                                 <C>              <C>         
           Acquisition fees                                         $    372,097     $    928,677
           Equipment payable                                                 -            355,790
                                                                    ------------     ------------
                                                                    $    372,097     $  1,284,467
                                                                    ============     ============
</TABLE>




                                                                     (Continued)

                                        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, the Leasing
     Company, 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 September
     30, 1995 and 1994, the nine months ended September 30, 1995 and the period
     February 22, 1994 (commencement of operations) through September 30, 1994
     were as follows:

<TABLE>
<CAPTION>
                                                                                                  For the Period
                                               Three Months Ended              Nine                February 22,
                                         -------------------------------   Months Ended         (Commencement of 
                                         September 30,     September 30,   September 30,       Operations) through
                                             1995              1994            1995            September 30, 1994
                                         -------------     -------------   -------------       -------------------

<S>                                      <C>               <C>             <C>                     <C>        
           Rental revenue                $  4,941,181      $ 2,065,529     $  12,969,132           $ 3,012,927

           Rental equipment operating
             expenses                         749,557          516,874         2,169,742               590,881
           Base management fees               338,259          123,864           899,564               189,701
           Reimbursed administrative
             expenses                         282,860           91,439           722,335               138,363
                                         ------------      -----------     -------------           -----------

                                         $  3,570,505      $ 1,333,352     $   9,177,491           $ 2,093,982
                                         ============      ===========     =============           ===========
</TABLE>


(5)  Equipment Purchases

     As of September 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             14,322           22,679
                 Forty-foot                                       2,884              3,300            6,184
                 Forty-foot high-cube                               397                600              997
           Refrigerated Cargo Containers:
                 Twenty-foot                                        163                100              263
                 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 September 30, 1995, was $89,853,445, of
     which $82,411,515 was paid from the Net Proceeds of this offering,
     $5,592,767 was paid from the proceeds of a bridge loan obtained by the
     Partnership, and $1,849,163 remained payable to equipment manufacturers. Of
     the total equipment acquired, $39,848,196 thereof had been acquired from
     CCC or its affiliates and $50,005,249 thereof had been acquired directly
     from third-party container manufacturers located in Taiwan, South Korea,
     India, Indonesia, the People's Republic of China, Italy and the United
     Kingdom. Equipment acquired from CCC or its affiliates had been purchased
     by CCC and its affiliates as new equipment, and was resold to the
     Partnership at cost, minus the net revenues earned by CCC in operating the
     equipment prior to its resale to the Partnership. At September 30, 1995,
     the Partnership has committed to purchase from container manufacturers an
     additional 800 forty-foot and 200 forty-foot high-cube dry cargo
     containers, as well as 100 twenty-foot and 100 forty-foot refrigerated
     containers, at an aggregate manufacturers' invoice cost of approximately
     $8,162,000, during the fourth quarter of 1995 and first quarter of 1996.


                                        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 September 30, 1995 and
     December 31, 1994.

     At September 30, 1995, the Registrant had raised $100,061,620 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
     September 30, 1995, the Registrant had $5,592,767 outstanding under its
     bridge loan. As of said date, the average annual interest on monies
     borrowed under the facility was 8.30% 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.

     At September 30, 1995, the Registrant has committed to purchase from
     container manufacturers 800 forty-foot and 200 forty-foot high-cube dry
     cargo containers, as well as 100 twenty-foot and 100 forty-foot
     refrigerated containers, at an aggregate manufacturers' invoice cost of
     approximately $8,162,000. The Registrant expects to accept delivery of this
     new equipment during the fourth quarter of 1995 and first quarter of 1996.
     Thereafter, the Registrant expects to reinvest excess cash generated from
     operations and equipment disposals to purchase additional new and used
     equipment.

     The Registrant's cash balances as of September 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 nine months of 1995, all remaining deferred fees
     and expenses were paid to CCC and the Leasing Company.



                                        8
<PAGE>   11
2)   Material changes in the results of operations between the three-month
     periods ended September 30, 1995 and 1994, the nine-month period ended
     September 30, 1995 and the period February 22, 1994 (commencement of
     operations) to September 30, 1994.

     Net lease revenue, other operating expenses, other income and expenses, and
     net earnings for the three-month period ended September 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 September 30, 1995, the Registrant's net earnings were $4,620,369
     and were comprised of net lease revenue, less depreciation and amortization
     of $3,797,398 and interest expense of $784,675, 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 September 30, 1995 and September
     30, 1994 were as follows:

<TABLE>
<CAPTION>
                                                                    September 30,     September 30,
                                                                        1995              1994         
                                                                    -------------     -------------
<S>                                                                     <C>               <C>
         Fleet size (measured in twenty-foot
           equivalent units (TEU))
               Dry cargo containers
                                                                         36,983            16,636
               Refrigerated containers                                      363               350
               Tank containers                                              165                30

         Average utilization
               Dry cargo containers                                        87.5%             86.7%
               Refrigerated containers                                     99.3%            100.0%
               Tank containers                                             96.9%            100.0%
</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 and early 1996.


                                        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 September 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             14,322           22,679             $  2,357
            Forty-foot                            2,884              3,300            6,184             $  3,754
            Forty-foot high-cube                    397                600              997             $  3,974

          Refrigerated Cargo Containers:
            Twenty-foot                             163                100              263             $ 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 September 30, 1995, was
          $89,853,445, of which $82,411,515 was paid from the Net Proceeds of
          this offering, $5,592,767 was paid from the proceeds of a bridge loan
          obtained by the Registrant and remained outstanding as of September
          30, 1995, and $1,849,163 remained payable to equipment manufacturers.
          Of this equipment, $39,848,196 thereof had been acquired from the
          General Partner and $50,005,249 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 September 30, 1995, the Registrant has committed to purchase from
          container manufacturers an additional 800 forty-foot and 200
          forty-foot high-cube dry cargo containers, as well as 100 twenty-foot
          and 100 forty-foot refrigerated containers, at an aggregate
          manufacturers' invoice cost of approximately $8,162,000.


                                       10
<PAGE>   13
                           PART II - OTHER INFORMATION


Item 6.   Exhibits and Reports on Form 8-K

          (a) Exhibits

<TABLE>
<CAPTION>
              Number                       Description                       Method of Filing
              ------                       -----------                       ----------------
                <S>                  <C>                                <C>
                27                   Financial Data Schedule            Filed with this Document
</TABLE>

          (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
              September 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:  November 13, 1995



                                       12
<PAGE>   15
                                  EXHIBIT INDEX


<TABLE>
<CAPTION>
         Exhibit
            No.                                              Description
         -------                                             -----------

           <S>                                         <C>                   
           27                                          Financial Data Schedule
</TABLE>



<TABLE> <S> <C>

                                                                    

                         
                       
                    
                      

<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE BALANCE
SHEET AT SEPTEMBER 30, 1995 (UNAUDITED) AND THE STATEMENT OF OPERATIONS FOR THE
NINE MONTHS ENDED SEPTEMBER 30, 1995 (UNAUDITED) AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS INCLUDED AS PART OF ITS
QUARTERLY REPORT ON FORM 10-Q FOR THE PERIOD SEPTEMBER 30, 1995
</LEGEND>
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          DEC-31-1995
<PERIOD-START>                             JAN-01-1995
<PERIOD-END>                               SEP-30-1995
<CASH>                                       4,660,391
<SECURITIES>                                         0
<RECEIVABLES>                                2,398,040
<ALLOWANCES>                                         0
<INVENTORY>                                          0
<CURRENT-ASSETS>                             7,058,431
<PP&E>                                      94,195,195
<DEPRECIATION>                               4,937,968
<TOTAL-ASSETS>                              98,481,121
<CURRENT-LIABILITIES>                        7,894,933
<BONDS>                                              0
<COMMON>                                             0
                                0
                                          0
<OTHER-SE>                                  90,586,188
<TOTAL-LIABILITY-AND-EQUITY>                98,481,121
<SALES>                                              0
<TOTAL-REVENUES>                             9,276,256
<CGS>                                                0
<TOTAL-COSTS>                                3,871,212
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                             784,675
<INCOME-PRETAX>                                      0
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                                  0
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                 4,620,369
<EPS-PRIMARY>                                        0
<EPS-DILUTED>                                        0
        

</TABLE>


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