<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, 1996
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO
Commission file number 0-23886
CRONOS GLOBAL INCOME FUND XV, L.P.
(Exact name of registrant as specified in its charter)
California 94-3186624
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
444 Market Street, 15th Floor, San Francisco, California 94111
(Address of principal executive offices) (Zip Code)
(415) 677-8990
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X . No .
--- ---
<PAGE> 2
CRONOS GLOBAL INCOME FUND XV, L.P.
REPORT ON FORM 10-Q FOR THE QUARTERLY
PERIOD ENDED SEPTEMBER 30, 1996
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
<S> <C>
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
Balance Sheets - September 30, 1996 (unaudited) and December 31, 1995 4
Statements of Operations for the three and nine months ended September 30, 1996 and 1995 (unaudited) 5
Statements of Cash Flows for the nine months ended September 30, 1996 and 1995 (unaudited) 6
Notes to Financial Statements (unaudited) 7
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 10
PART II - OTHER INFORMATION
Item 5. Other Materially Important Events 13
Item 6. Exhibits and Reports on Form 8-K 14
</TABLE>
2
<PAGE> 3
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
Presented herein are the Registrant's balance sheets as of September
30, 1996 and December 31, 1995, statements of operations for the three
and nine months ended September 30, 1996 and 1995, and statements of
cash flows for the nine months ended September 30, 1996 and 1995.
3
<PAGE> 4
CRONOS GLOBAL INCOME FUND XV, L.P.
BALANCE SHEETS
(UNAUDITED)
<TABLE>
<CAPTION>
September 30, December 31,
1996 1995
------------- ------------
<S> <C> <C>
Assets
Current assets:
Cash, includes $1,295,341 at September 30, 1996 and $715,458
at December 31, 1995 in interest-bearing accounts $ 1,295,827 $ 717,359
Short-term investments 4,790,478 33,333,858
Net lease receivables due from Leasing Company
(notes 1 and 2) 2,467,010 2,130,519
------------ ------------
Total current assets 8,553,315 36,181,736
------------ ------------
Container rental equipment, at cost 123,802,605 100,639,251
Less accumulated depreciation 11,472,195 6,375,758
------------ ------------
Net container rental equipment 112,330,410 94,263,493
------------ ------------
Organizational costs, net 1,986,438 2,424,105
------------ ------------
$122,870,163 $132,869,334
============ ============
Liabilities and Partners' Capital
Current liabilities:
Due to general partner (notes 1 and 3) $ 49,550 $ 118,059
Interest payable -- 10,967
Due to manufacturers 991,000 4,250,500
------------ ------------
Total current liabilities 1,040,550 4,379,526
------------ ------------
Partners' capital (deficit):
General partner (28,601) (41,287)
Limited partners 121,858,214 128,531,095
------------ ------------
Total partners' capital 121,829,613 128,489,808
------------ ------------
$122,870,163 $132,869,334
============ ============
</TABLE>
The accompanying notes are an integral part of these statements
4
<PAGE> 5
CRONOS GLOBAL INCOME FUND XV, L.P.
STATEMENTS OF OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
-------------------------------- ------------------------------
September 30, September 30, September 30, September 30,
1996 1995 1996 1995
------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
Net lease revenue (notes 1 and 4) $3,476,389 $3,570,505 $10,177,679 $9,177,491
Other operating expenses:
Depreciation and amortization 1,940,357 1,455,907 5,571,441 3,797,398
Other general and administrative expenses 45,691 9,348 135,296 73,814
---------- ---------- ----------- ----------
1,986,048 1,465,255 5,706,737 3,871,212
---------- ---------- ----------- ----------
Earnings from operations 1,490,341 2,105,250 4,470,942 5,306,279
Other income (expense):
Interest income 95,039 26,506 617,131 66,417
Net gain on disposal of equipment 44,985 25,582 80,089 32,348
Interest expense -- (287,639) -- (784,675)
---------- ---------- ----------- ----------
140,024 (235,551) 697,220 (685,910)
---------- ---------- ----------- ----------
Net earnings $1,630,365 $1,869,699 $ 5,168,162 $4,620,369
========== ========== =========== ==========
Allocation of net earnings:
General partner $ 221,435 $ 99,174 $ 604,103 $ 230,624
Limited partners 1,408,930 1,770,525 4,564,059 4,389,745
---------- ---------- ----------- ----------
$1,630,365 $1,869,699 $ 5,168,162 $4,620,369
========== ---------- =========== ==========
Limited partners' per unit
share of net earnings $ .20 $ .40 $ .64 $ 1.24
========== ========== =========== ==========
</TABLE>
The accompanying notes are an integral part of these statements
5
<PAGE> 6
CRONOS GLOBAL INCOME FUND XV, L.P.
STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
Nine Months Ended Nine Months Ended
September 30, September 30,
1996 1995
----------------- -----------------
<S> <C> <C>
Net cash provided by operating activities $ 10,311,785 $ 6,803,569
Cash flows provided by (used in) investing activities:
Proceeds from sale of container rental equipment 331,812 76,764
Purchase of container rental equipment (25,496,324) (33,724,645)
Acquisition fees to general partner (1,274,816) (2,251,052)
------------ ------------
Net cash used in investing activities (26,439,328) (35,898,933)
------------ ------------
Cash flows provided by (used in) financing activities:
Capital contributions -- 54,032,140
Underwriting commissions -- (5,403,214)
Offering and organizational expenses (9,011) (1,052,338)
Distributions to partners (11,828,358) (4,610,672)
Borrowings from revolving credit facility -- 33,060,237
Repayments to revolving credit facility -- (44,001,726)
Loan origination costs -- (875)
------------ ------------
Net cash provided by (used in) financing activities (11,837,369) 32,023,552
------------ ------------
Net increase (decrease) in cash and cash equivalents (27,964,912) 2,928,188
Cash and cash equivalents at January 1 34,051,217 1,732,203
------------ ------------
Cash and cash equivalents at September 30 $ 6,086,305 $ 4,660,391
============ ============
Supplemental disclosure for cash flow information:
Cash paid during the period for:
Interest $ 8,003 $ 640,279
============ ============
</TABLE>
The accompanying notes are an integral part of these statements
6
<PAGE> 7
CRONOS GLOBAL INCOME FUND XV, L.P.
NOTES TO UNAUDITED FINANCIAL STATEMENTS
(1) Summary of Significant Accounting Policies
(a) Nature of Operations
Cronos Global Income Fund XV, L.P. (the "Partnership") is a limited
partnership organized under the laws of the State of California on
August 26, 1993, for the purpose of owning and leasing marine cargo
containers, special purpose containers and container-related
equipment. Cronos Capital Corp. ("CCC") is the general partner and,
with its affiliate Cronos Containers Limited (the "Leasing Company"),
manages 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.
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.
(Continued)
7
<PAGE> 8
CRONOS GLOBAL INCOME FUND XV, L.P.
NOTES TO UNAUDITED FINANCIAL STATEMENTS
(d) Financial Statement Presentation
These financial statements have been prepared without audit. Certain
information and footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting
procedures have been omitted. It is suggested that these financial
statements be read in conjunction with the financial statements and
accompanying notes in the Partnership's latest annual report on Form
10-K.
The preparation of financial statements in conformity with generally
accepted accounting principles (GAAP) requires the Partnership to make
estimates and assumptions that affect the reported amounts of assets
and liabilities and disclosure of contingent assets and liabilities at
the date of the financial statements and the reported amounts of
revenues and expenses during the reported period.
The interim financial statements presented herewith reflect all
adjustments of a normal recurring nature which are, in the opinion of
management, necessary to a fair statement of the financial condition
and results of operations for the interim periods presented.
(2) Net Lease Receivables Due from Leasing Company
Net lease receivables due from the Leasing Company are determined by
deducting direct operating payables and accrued expenses, base management
fees payable, and reimbursed administrative expenses payable to CCC, 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, 1996 and December 31, 1995 were as follows:
<TABLE>
<CAPTION>
September 30, December 31,
1996 1995
------------- ------------
<S> <C> <C>
Lease receivables, net of doubtful accounts
of $118,489 at September 30, 1996 and $201,958 at
December 31, 1995 $4,606,292 $3,857,584
Less:
Direct operating payables and accrued expenses 1,083,420 740,754
Damage protection reserve 623,637 537,205
Base management fees 330,981 361,199
Reimbursed administrative expenses 101,244 87,907
---------- ----------
$2,467,010 $2,130,519
========== ==========
</TABLE>
(3) Due to General Partner
The amounts due to CCC at September 30, 1996 and December 31, 1995 consist
of acquisition fees.
(Continued)
8
<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 and nine-month periods
ended September 30, 1996 and 1995 were as follows:
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
------------------------------ ----------------------------
September 30, September 30, September 30, September 30,
1996 1995 1996 1995
------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
Rental revenue $5,595,759 $4,941,181 $15,978,696 $12,969,132
Rental equipment operating expenses 1,399,868 749,557 3,741,927 2,169,742
Base management fees 387,773 338,259 1,108,689 899,564
Reimbursed administrative expenses 331,729 282,860 950,401 722,335
---------- ---------- ----------- -----------
$3,476,389 $3,570,505 $10,177,679 $ 9,177,491
========== ========== =========== ===========
</TABLE>
(5) Equipment Purchases
As of September 30, 1996, 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 17,292 25,649
Forty-foot 2,884 5,867 8,751
Forty-foot high-cube 397 1,400 1,797
Refrigerated Cargo Containers:
Twenty-foot 163 300 463
Forty-foot high-cube 100 -- 100
Tank Containers:
Twenty-foot 133 96 229
</TABLE>
The aggregate purchase price (excluding acquisition fees) of the equipment
acquired by the Partnership through September 30, 1996, was $118,371,769,
of which $117,380,769 was paid from the Net Proceeds of this offering, and
$991,000 remained payable to equipment manufacturers. Of the aggregate
equipment, $39,848,186 thereof had been acquired from CCC or its
affiliates and $78,523,583 thereof had been acquired from third-party
container manufacturers located in Taiwan, South Korea, India, Indonesia,
the People's Republic of China, Italy, Germany, Turkey, Hong Kong 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.
9
<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, 1996 and
December 31, 1995.
The Registrant initiated its offering of limited partnership interests to
the public subsequent to December 17, 1993. The Registrant commenced
operations on February 22, 1994 when the minimum subscription proceeds of
$2,000,000 was obtained from at least 100 investors (excluding from such
count, Pennsylvania residents, the general partner, and affiliates of the
general partner). At December 15, 1995, the termination date of the
offering, the Registrant had raised $143,031,380 through the offering of
limited partnership interests, from which it had paid brokerage
commissions, reimbursed CCC for public offering expenses, and purchased
equipment. The following table sets forth the use of said subscription
proceeds as of September 30, 1996.
<TABLE>
<CAPTION>
Percentage of
Amount Gross Proceeds
------ --------------
<S> <C> <C>
Gross Subscription Proceeds $143,031,380 100%
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 5,869,038 4.1%
Working Capital Reserve 1,430,314 1.0%
Unexpended Proceeds 1,070,570 0.7%
------------ ---
Gross Proceeds Invested in Equipment $117,380,769 82.1%
============ ====
</TABLE>
During the third quarter of 1996, the Registrant disbursed $2,165,513 of
unexpended proceeds to finance an additional 217 forty-foot and 200
forty-foot high-cube dry cargo containers, as well as 11 tank containers.
The Registrant's cash and short-term investment balances as of September
30, 1996 included $1,070,570 in unexpended proceeds from the offering of
limited partnership interests, together with interest earned thereon, and
amounts reserved as working capital. Of the $1,070,570 in unexpended
proceeds remaining at September 30, 1996, $991,000 was reserved for
equipment delivered during the third quarter of 1996 and payable to
equipment manufacturers during the fourth quarter of 1996. The acquisition
fees related to these equipment purchases were $49,550. At September 30,
1996, the Registrant has also committed to purchase an additional 50
twenty-foot, 37 forty-foot and 41 forty-foot high-cube dry cargo
containers, replacing containers which have been lost or damaged beyond
repair, at an aggregate manufacturer's invoice cost of $400,560.
Approximately $440,000 in cash generated from equipment sales and reserved
as part of the Registrant's September 30, 1996 cash balances, will be used
to finance these purchases.
10
<PAGE> 11
The statements contained in the following discussion are based on current
expectations. These statements are forward looking and actual results may
differ materially. Indicative of the cyclical nature of the container
leasing business, containerized trade growth slowed in the last quarter of
1995, and excess inventories began to develop. This slowdown has resulted
in reduced equipment utilization and lower per-diem rental rates in the
container leasing industry during the first nine months of 1996. The
Registrant's utilization rates have also been influenced by its efforts to
invest unexpended proceeds from its offering, as containers purchased
directly from container manufacturers experience an off-hire period while
they are marketed and repositioned for initial lease-out. At September 30,
1996, the utililization rates of the Registrant's fleet were 82%, 91%, and
90% for dry, refrigerated, and tank containers respectively. During the
first nine months of 1996, the Leasing Company implemented various
marketing strategies, including but not limited to, offering incentives to
shipping companies and repositioning containers to high demand locations
in order to counter the market conditions. Accordingly, ancillary revenues
have fallen, and free-day incentives offered to the shipping lines have
increased. In addition, rental equipment operating expenses of the
Registrant have increased due to higher storage and handling costs
associated with the off-hire fleet, and increased repositioning costs.
These leasing market conditions are expected to adversely impact the
Registrant's results from operations through the remainder of 1996 and
into 1997.
2) Material changes in the results of operations between the three and
nine-month periods ended September 30, 1996 and the three and nine-month
periods ended September 30, 1995.
Net lease revenue for the three month period ended September 30, 1996 was
$3,476,789, a decrease of approximately 3% over the same period in the
prior year, reflecting higher rental operating expenses due to the softer
container leasing market. Net lease revenue for the nine month period
ended September 30, 1996 was $10,177,679, an increase of approximately 11%
over the same period in the prior year, resulting from the Registrant's
increased fleet size. Gross rental revenue (a component of net lease
revenue) for the three and nine-month periods ended September 30, 1996 was
$5,595,759 and $15,978,696, respectively, an increase of 13% and 23% from
the same periods in the prior year, respectively. 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 for
the three and nine-month periods ended September 30, 1996 declined
approximately 10% and 6%, respectively, when compared to the same periods
in the prior year, respectively. Average refrigerated container per-diem
rental rates for the three-month period ended September 30, 1996 decreased
approximately 5%, when compared to the same three-month period in the
prior year. However, average refrigerated container per-diem rental rates
increased 6% for the nine-month period ended September 30, 1996, when
compared to the same nine-month period in the prior year. Average tank
container per-diem rental rates for the three and nine-month periods ended
September 30, 1996 increased approximately 1% and 3%, when compared to the
same periods in the prior year, respectively.
The Registrant's average fleet size and utilization rates for the three
and nine-month periods ended September 30, 1996 and 1995 were as follows:
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
------------------------------- -------------------------------
September 30, September 30, September 30, September 30,
1996 1995 1996 1995
------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
Average Fleet Size (measured in
twenty-foot equivalent units (TEU))
Dry cargo containers 46,507 36,459 44,716 36,983
Refrigerated cargo containers 663 363 641 363
Tank containers 229 165 214 165
Average Utilization
Dry cargo containers 83% 88% 82% 88%
Refrigerated cargo containers 93% 99% 82% 99%
Tank containers 87% 95% 89% 97%
</TABLE>
11
<PAGE> 12
Rental equipment operating expenses were 25% and 23% of the Registrant's
gross lease revenue during the three and nine-month periods ended
September 30, 1996, respectively, as compared to 15% and 17% during the
three and nine-month periods ended September 30, 1995, respectively. Costs
associated with lower utilization levels, including handling, storage and
repositioning contributed to the increase in the rental equipment
operating expenses, as a percentage of gross lease revenue.
12
<PAGE> 13
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,
1996:
<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 17,292 25,649 $ 2,368
Forty-foot 2,884 5,867 8,751 $ 3,781
Forty-foot high-cube 397 1,400 1,797 $ 4,097
Refrigerated Cargo Containers:
Twenty-foot 163 300 463 $20,192
Forty-foot high-cube 100 -- 100 $23,094
Tank Containers:
Twenty-foot 133 96 229 $24,164
</TABLE>
The aggregate purchase price (excluding acquisition fees) of the
equipment acquired by the Registrant through September 30, 1996, was
$118,371,769, of which $117,380,769 was paid from the Net Proceeds of
this offering, and $991,000 remained payable to equipment
manufacturers. Of the aggregate equipment, $39,848,185 thereof had been
acquired from CCC or its affiliates and $78,523,583 thereof had been
acquired from third-party container manufacturers located in Taiwan,
South Korea, India, Indonesia, the People's Republic of China, Italy,
Germany, Turkey, Hong Kong and the United Kingdom. Equipment acquired
from CCC or its affiliates had been purchased by CCC or its affiliates
as new equipment, and was resold to the Registrant at cost, minus the
net revenues earned by CCC in operating the equipment prior to its
resale to the Registrant.
13
<PAGE> 14
PART II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
<TABLE>
<CAPTION>
Exhibit
No. Description Method of Filing
------- ----------- ----------------
<S> <C> <C>
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
</TABLE>
(b) Reports on Form 8-K
In lieu of filing a current report on Form 8-K, the Registrant has
provided in Part II, Item 5 hereof, a description of its purchase of
marine cargo containers during the three-month period ended September 30,
1996.
- ----------------
* 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)
14
<PAGE> 15
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this Report to be signed on its behalf by the
undersigned thereunto duly authorized.
CRONOS GLOBAL INCOME FUND XV, L.P.
By Cronos Capital Corp.
The General Partner
By /s/ JOHN KALLAS
-----------------------------------------
John Kallas
Vice President, Treasurer
Principal Financial & Accounting Officer
Date: November 11, 1996
15
<PAGE> 16
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
No. Description Method of Filing
------- ----------- ----------------
<S> <C> <C>
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
</TABLE>
- ----------------
* 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)
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE BALANCE
SHEET AT SEPTEMBER 30, 1996 (UNAUDITED) AND THE STATEMENT OF OPERATIONS FOR THE
QUARTERLY PERIOD ENDED SEPTEMBER 30, 1996 (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, 1996
</LEGEND>
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> SEP-30-1996
<CASH> 6,086,305
<SECURITIES> 0
<RECEIVABLES> 2,467,010
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 8,553,315
<PP&E> 123,802,605
<DEPRECIATION> 11,472,195
<TOTAL-ASSETS> 122,870,163
<CURRENT-LIABILITIES> 1,040,550
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 121,829,613
<TOTAL-LIABILITY-AND-EQUITY> 122,870,163
<SALES> 0
<TOTAL-REVENUES> 10,177,679
<CGS> 0
<TOTAL-COSTS> 5,706,737
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 5,168,162
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
