<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 $ 250.00
For the fiscal year ended December 31, 1995
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 [NO FEE REQUIRED]
For the transition period from ______ to ______.
Commission file number 0-23886
CRONOS GLOBAL INCOME FUND XV, L.P.
(Exact name of registrant as specified in its charter)
California 94-3186624
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
444 Market Street, 15th Floor, San Francisco, California 94111
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (415) 677-8990
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange on
Title of each class which registered
------------------- ----------------
Not Applicable
------------------- ----------------
Securities registered pursuant to Section 12(g) of the Act:
UNITS OF LIMITED PARTNERSHIP INTERESTS
--------------------------------------
(Title of Class)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports, and (2) has been subject to such filing
requirements for the past 90 days. Yes X . No .
--- ---
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K (Section 229.405 of this chapter) is not contained herein,
and will not be contained, to the best of registrant's knowledge, in definitive
proxy or information statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K. [X]
The aggregate market value of the voting stock held by non-affiliates of the
registrant is not applicable.
Documents Incorporated by Reference
PART I
Item 1 - Business Prospectus of Cronos Global Income Fund XV, L.P., dated
December 17, 1993 included as part of Registration
Statement on Form S-1 (No. 33-69356)
Certificate of Limited Partnership of Cronos Global Income
Fund XV, L.P., filed as Exhibit 3.2 to the Registration
Statement on Form S-1 (No. 33-69356)
Form of Leasing Agent Agreement with Cronos Containers
Limited, filed as Exhibit 10.2 to the Registration
Statement on Form S-1 (No. 33-69356)
<PAGE> 2
PART I - FINANCIAL INFORMATION
Item 1. Business
(a) General Development of Business
The Registrant is a limited partnership organized under the laws of the
State of California on August 26, 1993, for the purpose of owning and leasing
marine cargo containers, special purpose containers and container-related
equipment. The Registrant was initially capitalized with $100 and commenced
offering its limited partnership interests to the public subsequent to December
17, 1993, pursuant to its Registration Statement on Form S-1 (File No.
33-69356). On October 12, 1994, the Registrant filed a Post-Effective Amendment
to its Registration Statement on Form S-1. The offering terminated on December
15, 1995.
The Registrant raised $143,031,380 in subscription proceeds. The
following table sets forth the use of said subscription proceeds as of January
31, 1996.
<TABLE>
<CAPTION>
Percentage of
Amount Gross Proceeds
------ --------------
<S> <C> <C>
Gross Subscription Proceeds $143,031,380 100.0%
Public Offering Expenses:
Underwriting Commissions $ 14,303,138 10.0%
Offering and Organization Expenses $ 2,968,541 2.1%
------------ -----
Total Public Offering Expenses $ 17,271,679 12.1%
------------ -----
Net Proceeds $125,759,701 87.9%
Acquisition Fees $ 4,934,262 3.4%
Working Capital Reserve $ 1,430,314 1.0%
Unexpended Proceeds $ 20,709,881 14.5%
------------ -----
Gross Proceeds Invested in Equipment $ 98,685,244 69.0%
============ =====
</TABLE>
On July 22, 1994, the Registrant secured a $25 million bridge loan from a
bank. The loan allowed the Registrant to take advantage of equipment purchasing
opportunities pending the raising of sufficient net proceeds that would
otherwise be available to purchase such equipment. The bridge loan had the
characteristics of a revolving credit facility, permitting the Registrant the
flexibility to borrow amounts thereunder (up to a maximum of $25 million), repay
from net proceeds the amounts borrowed, to borrow additional amounts prior to
the termination of the offering. At December 15, 1995, the termination date of
the offering, the bridge loan expired and was repaid in full from net proceeds
raised by the Registrant.
<PAGE> 3
The general partner of the Registrant is Cronos Capital Corp. ("CCC"), a
wholly-owned subsidiary of Cronos Holdings/Investments (U.S.), Inc., a Delaware
corporation, which is in turn a wholly-owned subsidiary of Cronos Investments
B.V., a Dutch company. These and other affiliated companies are ultimately
wholly-owned by The Cronos Group, a holding company registered in Luxembourg
("Holding Company") and are collectively referred to as the "Group". The
activities of the container division of the Group are managed through the
Group's subsidiary in the United Kingdom, Cronos Containers Limited ("the
Leasing Company"). The Leasing Company manages the leasing operations of all
equipment owned or managed by the Group on its own behalf or on behalf of other
third-party container owners, including all other programs organized by CCC.
On December 1, 1993, the Leasing Company entered into a Leasing Agent
Agreement with the Registrant assuming the responsibility for all container
leasing activities.
For information concerning the containers acquired by the Registrant, see
Item 2, "Properties."
(b) Financial Information About Industry Segments
Inapplicable.
(c) Narrative Description of Business
(c)(1)(i) A marine cargo container is a reusable metal container designed
for the efficient carriage of cargo with a minimum of exposure to loss from
damage or theft. Containers are manufactured to conform to worldwide standards
of container dimensions and container ship fittings adopted by the International
Standards Organization ("ISO") in 1968. The standard container is either 20'
long x 8' wide x 8'6" high (one twenty-foot equivalent unit ("TEU"), the
standard unit of physical measurement in the container industry) or 40' long x
8' wide x 8'6" high (two TEU). Standardization of the construction, maintenance
and handling of containers allows containers to be picked up, dropped off,
stored and repaired effectively throughout the world. This standardization is
the foundation on which the container industry has developed.
Standard dry cargo containers are rectangular boxes with no moving parts,
other than doors, and are typically made of steel. They are constructed to carry
a wide variety of cargos ranging from heavy industrial raw materials to
light-weight finished goods. Specialized containers include, among others,
refrigerated containers for the transport of temperature- sensitive goods and
tank containers for the carriage of liquid cargo. Dry cargo containers
constitute approximately 85% of the worldwide container fleet. Refrigerated and
tank containers constitute approximately 7% of the worldwide container fleet,
with open-tops and other specialized containers constituting the remainder.
One of the primary benefits of containerization has been the ability of
the shipping industry to effectively lower freight rates due to the efficiencies
created by standardized intermodal containers. Containers can be handled much
more efficiently than loose cargo and are typically shipped via several modes of
transportation, including truck, railway and ship. Containers require loading
and unloading only once and remain sealed until arrival at the final
destination, significantly reducing transport time, labor and handling costs and
losses due to damage and theft. Efficient movement of containerized cargo
between ship and shore reduces the amount of time that a ship must spend in port
and reduces the transit time of freight moves.
The logistical advantages and reduced freight rates brought about by
containerization have been a major catalyst for world trade growth during the
last twenty-five years, which in turn has generated increased demand for
containerization. The world container fleet has grown from an estimated 270,000
TEU in 1969 to 9,198,000 TEU at the end of 1995, and according to recent
industry data, growth of containerized shipping since 1987 has generally
averaged two to three times that of average GDP growth in industrialized
countries.
2
<PAGE> 4
The Registrant believes that growth of containerization will continue to
outpace GDP growth and the growth in world trade over the next five years for
the following reasons:
- Lower freight rates resulting from containerization are generating
new cargos that previously were not economical to export.
Containerization provides inexpensive, timely and secure transport
to manufacturers allowing them to take advantage of regional
opportunities in technology or labor, and to move products to
different locations at various stages of production;
- Intermodal traffic is expected to continue to grow, and
industrialized countries are continuing to improve intermodal
infrastructure (i.e., railways, roads and ports);
- Shippers continue to demand transportation of cargo by containers
rather than break-bulk;
- Countries with rapidly-growing economies in emerging markets are
continuing to build new container port facilities that accommodate
an increased flow of containerized trade; and
- Recent trade agreements, such as the North American Free Trade
Agreement ("NAFTA") and the General Agreement on Tariffs and Trade
("GATT"), should further stimulate world trade, and, therefore
containerized trade.
The container leasing industry has been a significant contributor to the
growth of containerization, and, in 1995, had an approximately 47% share of the
total world container fleet with ocean carriers holding most of the remainder.
To an ocean carrier, the primary benefits of leasing rather than owning
containers are the following:
- Reduced Capital Expenditures. Leasing is an attractive option to
ocean carriers because ownership of containers requires
significant capital expenditures. Carriers constantly evaluate
their investment strategy, with container purchasing competing
directly with other expenditure requirements, such as ship
purchases, ship conversions and terminal improvements. Container
leasing allows ocean carriers to invest capital in assets that are
more central to their business.
- Improved Asset Management. Trade flow imbalances and seasonal
demands frequently leave ocean carriers with regional surpluses or
shortages of containers, requiring costly repositioning of empty
containers. Leasing companies help ocean carriers manage these
trade imbalances by providing the inventory to service demand,
reducing the costs of maintaining local inventories and minimizing
repositioning expenses. By matching different carriers' container
needs, leasing companies can reduce their own risks of container
inventory imbalances and seasonality through a portfolio of
lessees as well as variations in lease terms.
- Increased Container Fleet Flexibility. Ocean carriers benefit from
the variety of lease types offered by leasing companies such as
the master lease, long-term and short-term lease and direct
financing lease. These various leases give ocean carriers
flexibility in sizing their fleets while minimizing capital costs.
For example, master lease agreements give ocean carriers the
option of adjusting the size of their fleets, with the flexibility
to pick-up and drop- off containers at various locations around
the world.
Dry cargo containers are the most-commonly used type of container in the
shipping industry. The Registrant's dry cargo container fleet is constructed of
all Corten(R) steel (Corten(R) roofs, walls, doors and undercarriage), a
high-tensile steel yielding greater damage and corrosion resistance than mild
steel.
Refrigerated containers are used to transport temperature-sensitive
products such as meat, fruit, vegetables and photographic film. All of the
Registrant's refrigerated containers have high-grade stainless steel interiors.
The Registrant's 20-foot refrigerated containers have high-grade stainless steel
walls, while the Registrant's 40-foot refrigerated containers are steel framed
with aluminum outer walls to reduce weight. As with the dry cargo containers,
all refrigerated containers are designed to minimize repair and maintenance and
maximize damage resistance. The Registrant's refrigerated containers are
designed and manufactured to include the latest generation refrigeration
equipment, with modular microprocessors controlling and monitoring the
container.
3
<PAGE> 5
The Registrant's tank containers are constructed in compliance with
International Maritime Organization ("IMO") standards and recommendations. The
tanks purchased by the Registrant are all IMO-1 type tanks, constructed to
comply with IMO recommendations which require specific pressure ratings and
shell thicknesses. These containers are designed to carry highly-inflammable
materials, corrosives, toxics and oxidizing substances, but are also capable of
carrying nonhazardous materials and foodstuffs. They have a capacity of
21,000-24,000 liters and are insulated and equipped with steam and/or electrical
heating.
The Registrant's containers are leased primarily to ocean-going steamship
companies operating in major trade routes (see Item 1(d)). Most if not all of
the Registrant's marine dry cargo containers are leased pursuant to operating
leases, primarily master leases, where the containers are leased to the ocean
carrier on a daily basis for any desired length of time, with the flexibility of
picking up and dropping off containers at various agreed upon locations around
the world and, secondarily, term leases (1-5 years) and one-way or round-trip
leases. Special purpose containers acquired by the Registrant, including
refrigerated and tank containers, are generally committed to term leases, where
the high cost of interchanging the higher value specialized container makes
master lease agreements less attractive to customers.
Master lease agreements. A master lease is designed to provide greater
flexibility by allowing customers to pick-up and drop-off containers where and
when needed, subject to restrictions and availability, on pre-agreed terms. The
commercial terms of master leases are generally negotiated annually. Master
leases also define the number of containers that may be returned within each
calendar month and the return locations and applicable drop-off charges. Because
of the increased flexibility they offer, master leases usually command higher
per-diem rates and generate more ancillary fees (including pick-up, drop-off,
handling and off-hire fees) than term leases.
Term lease agreements. Term lease agreements include short-term and
long-term leases. Long-term lease agreements define the number of containers to
be leased, the pick-up and drop-off locations, the applicable per-diem rate for
the duration of the lease and the early termination penalties that may apply in
the event of early redelivery. Ocean carriers use long-term leases when they
have a need for identified containers for a specified term. Long-term leases
usually are not terminated early by the customer and provide the Registrant with
stable and relatively predictable sources of revenue, although per-diem rates
and ancillary charges are lower under long-term leases than under master lease
agreements. Short-term lease agreements have a duration of less than one year
and include one-way, repositioning and round-trip leases. They differ from
master leases in that they define the number and the term of containers to be
leased. Ocean carriers use one-way leases to manage trade imbalances (where more
containerized cargo moves in one direction than another) by picking up a
container in one port and dropping it off at another after one or more legs of a
voyage. Except for direct financing leases, lease rates typically are highest
for short-term leases.
Under these leases, customers are responsible for paying all taxes and
service charges arising from container use, maintaining the containers in good
and safe operating condition while on lease and paying for repairs upon
redelivery, other than ordinary wear and tear. Some leases provide for a "damage
protection plan" whereby lessees, for an additional payment (which may be in the
form of a higher per-diem rate), are relieved of the responsibility of paying
some of the repair costs upon redelivery of the containers. The Leasing Company
has historically provided this service on a limited basis to selected customers.
Repairs provided under such plans are carried out by the same depots, under the
same procedures, as are repairs to containers not covered by such plans.
Customers also are required to insure leased containers against physical damage
and loss, and against third party liability for loss, damage, bodily injury or
death.
All containers are inspected and repaired when redelivered by a customer,
and customers are obligated to pay for all damage repair, excluding wear and
tear, according to standardized industry guidelines. Depots in major port areas
perform repair and maintenance which is verified by independent surveyors or the
Leasing Company's technical and operations staff.
Before any repair or refurbishment is authorized on older containers in
the Registrant's fleet, the Leasing Company's technical and operations staff
reviews the age, condition and type of container and its suitability for
continued leasing. The Leasing Company compares the cost of such repair or
refurbishment with the prevailing market resale price that might be obtained for
that container and makes the appropriate decision whether to repair or sell the
container.
The non-cancelable terms of the operating leases of the Registrant's
containers will not be sufficient to return to the Registrant as lessor the
purchase price of the equipment. In order to recover the original investment in
the equipment and achieve an adequate return thereon, it is necessary to renew
the lease, lease the equipment to another lessee at the end of the initial lease
term, or sell the equipment.
4
<PAGE> 6
The Registrant estimates that a dry cargo or refrigerated container may
be used as a leased marine cargo container for a period ranging from 10 to 15
years. Tank containers generally may be used for 12 to 18 years. The Registrant
disposes of used containers in a worldwide market for used containers in which
buyers include wholesalers, mini-storage operators, construction companies and
others. The market for used refrigerated and tank containers is not as developed
as the market for used dry cargo containers. Although used refrigerated and tank
containers will command a higher price than a dry cargo container, a dry cargo
container will bring a higher percentage of its original price. As the
Registrant's fleet ages, a larger proportion of its revenues will be derived
from selling its containers.
Of the 22,623 twenty-foot, 7,070 forty-foot and 1,197 forty-foot
high-cube marine dry cargo containers, the 163 twenty- foot and 100 forty-foot
refrigerated marine cargo containers, and the 165 twenty-four thousand liter
tanks owned by the Registrant as of December 31, 1995, 19,687 twenty-foot (or
87% thereof), 5,428 forty-foot (or 77% thereof) and 912 forty- foot high-cube
marine dry cargo containers (or 76% thereof), 154 twenty-foot (or 94% thereof)
and 100 forty-foot refrigerated containers (or 100% thereof), and 162
twenty-four thousand liter tanks (or 98% thereof) were on lease. The following
table sets forth the information on the lease terms with respect to the
containers on lease:
<TABLE>
<CAPTION>
Number of
Containers
----------
<S> <C>
20-Foot Dry Cargo Containers:
Term Leases 3,659
Master Leases 16,028
40-Foot Dry Cargo Containers:
Term Leases 378
Master Leases 5,050
40-Foot High-Cube Dry Cargo Containers:
Term Leases 47
Master Leases 865
20-Foot Refrigerated Cargo Containers:
Term Leases 96
Master Leases 58
40-Foot Refrigerated Cargo Containers:
Term Leases 100
Master Leases --
24,000-Liter Tank Containers:
Term Leases 162
Master Leases --
</TABLE>
The Leasing Company will make payments to the Registrant based upon
rentals collected from ocean carriers after deducting certain operating expenses
associated with the containers, such as the base management fee payable to the
Leasing Company, certain expense reimbursements to CCC, the Leasing Company, and
its affiliates, the costs of maintenance and repairs not performed by lessees,
independent agent fees and expenses, depot expenses for handling, inspection and
storage, and additional insurance.
The Registrant's sales and marketing operations are conducted through the
Leasing Company, in the United Kingdom, with support provided by area offices
and dedicated agents located in San Francisco, California; Iselin, New Jersey;
Windsor, England; Hamburg; Antwerp; Auckland; Genoa; Singapore; Hong Kong;
Sydney; Tokyo; Taipei; Seoul; Rio de Janeiro; and Shanghai. Each of the Leasing
Company's area offices and dedicated agents is staffed with local people
familiar with the customers and language of the region. The Leasing Company's
marketing directors have been employed in the container industry in their
respective regions for an average of 15 years, building direct personal
relationships with the local ocean carriers and locally based representatives of
other ocean carriers.
5
<PAGE> 7
The Leasing Company also maintains agency relationships with over 20
independent agents around the world, who are generally paid a commission based
upon the amount of revenues they generate in the region or the number of
containers that are leased from their area on behalf of the Registrant. They are
located in jurisdictions where the volume of the Leasing Company's business
necessitates a presence in the area but is not sufficient to justify a
fully-functioning Leasing Company office or dedicated agent. These agents
provide marketing support to the area offices covering the region, together with
limited operational support.
In addition, the Leasing Company relies on the services of over 300
independently-owned and operated depots around the world to inspect, repair,
maintain and store containers while off-hire. The Leasing Company's area offices
authorize all container movements into and out of the depot and supervise all
repair and maintenance performed by the depot. The Leasing Company's technical
staff sets the standards for repair of its owned and managed fleet throughout
the world and monitors the quality of depot repair work. The depots provide
a vital link to the Leasing Company's operations, as the redelivery of a
container into a depot is the point at which the container is off-hired from one
customer and repaired in preparation for re-leasing to the next, and the point
when the Leasing Company's area offices report the container's movements onto
the Leasing Company's equipment tracking system. The Leasing Company's computer
system has the capability to accommodate future developments, such as allowing
depots access to record directly on the system the on-hire and off-hire activity
of containers delivered into the depot. It also has the capability of verifying
the terms of redelivery authorized by the area offices. These functions are
currently being performed by the Leasing Company's area offices.
(c)(1)(ii) Inapplicable.
(c)(1)(iii) Inapplicable.
(c)(1)(iv) Inapplicable.
(c)(1)(v) The Registrant's containers are leased globally, therefore,
seasonal fluctuations are minimal. Other economic and business factors to which
the transportation industry in general and the container leasing industry in
particular are subject, include fluctuations in supply and demand for equipment
resulting from, among other things, obsolescence, changes in the methods or
economics of a particular mode of transportation or changes in governmental
regulations or safety standards.
(c)(1)(vi) The Registrant established a working capital reserve of
approximately 1% of subscription proceeds raised. In addition, the Registrant
may reserve additional amounts from anticipated cash distributions to the
partners to meet working capital requirements.
Amounts due under master leases are calculated at the end of each month
and billed approximately six to eight days thereafter. Amounts due under
short-term and long-term leases are set forth in the respective lease agreements
and are generally payable monthly. Past due penalties are not customarily
collected from lessees, and accordingly are not generally levied by the Leasing
Company against lessees of the Registrant's containers.
(c)(1)(vii) For the year ended December 31, 1995, no single lessee
accounted for 10% or more of the Registrant's rental income. The Registrant does
not believe that its ongoing business is dependent upon a single customer,
although the loss of one or more of its largest customers could have an adverse
effect upon its business.
(c)(1)(viii) Inapplicable.
(c)(1)(ix) Inapplicable.
(c)(1)(x) Competition among container leasing companies is based upon
several factors, including the location and availability of inventory, lease
rates, the type, quality and condition of the containers, the quality and
flexibility of the service offered and the confidence in and professional
relationship with the lessor. Other factors include the speed with which a
leasing company can prepare its containers for lease and the ease with which a
lessee believes it can do business with a lessor or its local area office. The
Leasing Company believes that it, on behalf of the Registrant, competes
favorably on all of these factors.
6
<PAGE> 8
The Leasing Company, on behalf of the Registrant, competes with various
container leasing companies in the markets in which it conducts business,
including Genstar Container Corp., Transamerica Leasing, Triton Container
International Ltd., Trans Ocean Ltd., Textainer Corp. and others. In a series of
recent consolidations, one of the major leasing companies, as well as some
smaller ones, have been acquired by competitors. It is estimated that at the end
of 1995, the ten largest leasing companies (including the Leasing Company)
represented 94% of the global leased fleet. Genstar Container Corp. and
Transamerica Leasing, the two largest container leasing companies, had
approximately 50% of the worldwide leased container fleet at the end of 1995.
Some of the Leasing Company's competitors have greater financial resources than
the Leasing Company and may be more capable of offering lower per-diem rates on
a larger fleet. In the Leasing Company's experience, however, ocean carriers
will generally lease containers from more than one leasing company in order to
minimize dependence on a single supplier. In addition, not all container leasing
companies compete in the same market, as some supply only dry cargo containers
and not specialized containers, while others offer only long-term leasing.
(c)(1)(xi) Inapplicable.
(c)(1)(xii) Environmental Matters
A portion of the Registrant's equipment portfolio consists of special
purpose containers, primarily refrigerated containers. Historically,
refrigerated containers have utilized a refrigerant gas which is a
chlorofluorocarbon ("CFC") compound. It is generally assumed that CFCs are
harmful to the Earth's ozone layer when released into the atmosphere. Many
nations, including the United States, have taken action, both collectively and
individually, to regulate CFCs. These nations set various targets for the
reduction in production and use of CFCs starting as early as 1993, and their
eventual elimination. There has been substantial progress recently to determine
a viable substitute for the refrigerant used in containers, such that both the
Leasing Company and the container leasing industry association have selected a
replacement refrigerant. Production of new container refrigeration units
operating with the replacement refrigerant became generally available in 1993.
All refrigerated containers purchased by the Partnership contain the new
refrigerant compound and comply with all current environmental regulations.
Under the state and Federal laws of the United States, and possibly under
the laws of other nations, the owner of a container may be liable for
environmental damage and/or cleanup and/or other sums in the event of actual or
threatened discharge or other contamination by material in a container. This
liability may be imposed on a container owner, such as the Registrant, even if
the owner is not at fault. The Leasing Company intends, subject to availability
and prevailing market conditions, to obtain insurance on behalf of the
Registrant against these risks on such terms and in such amounts as the Leasing
Company deems reasonable. In addition, subject to availability and applicable
insurance and container industry market conditions, the Leasing Company intends
to require lessees of containers to obtain insurance which protects against
these risks and further to compel lessees to indemnify and defend the Registrant
in the case of an occurrence giving rise to possible liability under applicable
environmental laws.
(c)(1)(xiii) The Registrant, as a limited partnership, is managed by CCC,
the general partner, and accordingly does not itself have any employees. CCC has
27 employees, consisting of 5 officers, 4 other managers and 18 clerical and
staff personnel.
(d) Financial Information about Foreign and Domestic Operations and
Export Sales
The Registrant's business is not divided between foreign or domestic
operations. The Registrant's business is the leasing of containers worldwide to
ocean-going steamship companies. To this extent, the Registrant's operations are
subject to the fluctuations of worldwide economic and political conditions that
may affect the pattern and levels of world trade.
7
<PAGE> 9
Rental income from leases to foreign customers constituted approximately
90% of the Registrant's total rental income for the years 1995 and 1994. The
Registrant believes that the profitability of, and risks associated with, leases
to foreign customers is generally the same as those of leases to domestic
customers. The Leasing Company's leases generally require all payments to be
made in United States currency.
Item 2. Properties
Pursuant to undertakings made in Section 7.2 (h) of the Partnership
Agreement in its Registration Statement No. 33- 69356, the Registrant purchased
the following types of equipment through December 31, 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 units 8,357 14,322 22,679 $ 2,357
Forty-foot units 2,884 4,200 7,084 $ 3,771
Forty-foot high-cube units 397 800 1,197 $ 4,036
Refrigerated Cargo Containers:
Twenty-foot units 163 180 (1) 343 $15,809
Forty-foot high-cube units 100 -- 100 $23,094
Tank Containers:
24,000-liter units 133 32 165 $23,652
</TABLE>
The aggregate purchase price (excluding acquisition fees) of the
equipment acquired by the Registrant through December 31, 1995, was $96,134,945,
of which $91,884,445 was paid from the net proceeds of this offering, and
$4,250,500 remained payable to equipment manufacturers. Of this equipment,
$39,848,185 thereof had been acquired from CCC and $56,286,760 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 Registrant at cost, minus the net revenues earned by CCC
in operating the equipment prior to its resale to the Registrant.
At December 31, 1995, the Registrant had committed to purchase from
container manufacturers an additional 1,000 twenty-foot and 400 forty-foot
marine dry cargo containers and 100 twenty-foot refrigerated cargo containers at
an aggregate manufacturers' invoice cost of $6,096,300. The Registrant expects
to fully invest the remaining unused proceeds from this offering in container
equipment by the end of June 1996.
Item 3. Legal Proceedings
Inapplicable.
Item 4. Submission of Matters to a Vote of Security Holders
Inapplicable.
- ----------------------------
(1) Amount reflects twenty-foot refrigerated container components accepted
by the Registrant. At December 31, 1995, the process of manufacturing
these components into a refrigerated cargo container was not complete.
The containers are expected to be completed and delivered to the
Registrant during the first quarter of 1996. The average cost of these
refrigerated containers is expected to be $20,250 per container.
8
<PAGE> 10
PART II
Item 5. Market for the Registrant's Common Equity and Related Stockholder
Matters
(a) Market Information
(a)(1)(i) The Registrant's outstanding units of limited partnership
interests are not traded on any market nor does an established public trading
market exist for such purposes.
(a)(1)(ii) Inapplicable.
(a)(1)(iii) Inapplicable.
(a)(1)(iv) Inapplicable.
(a)(1)(v) Inapplicable.
(a)(2) Inapplicable.
(b) Holders
<TABLE>
<CAPTION>
Number of Unit Holders
(b)(1) Title of Class as of December 31, 1995
-------------- ------------------------
<S> <C>
Units of limited partnership
interests 8,161
</TABLE>
(c) Dividends
Inapplicable. For the distributions made by the Registrant to its limited
partners, see Item 6 below, "Selected Financial Data."
9
<PAGE> 11
Item 6. Selected Financial Data
<TABLE>
<CAPTION>
Year Ended December 31,
------------------------------------------
1995 1994 (1)
---- ----
<S> <C> <C>
Net lease revenue $ 12,596,190 $ 3,862,148
Net earnings $ 6,534,636 $ 1,871,609
Net earnings per unit of
limited partnership interest $ 1.54 $ 1.56
Cash distributions per unit of
limited partnership interest $ 1.71 $ 1.11
At year-end:
Total assets $ 132,869,334 $ 61,495,788
Partners' capital $ 128,489,808 $ 41,947,565
</TABLE>
- -------------------------
(1) For the period February 22, 1994 (commencement of operations) to
December 31, 1994.
Item 7. Management's Discussion and Analysis of Financial Condition and Results
of Operations
Liquidity and Capital Resources
The Registrant's primary objective is to generate cash flow from
operations for distribution to its limited partners and, during the initial
years of its operations, to reinvest excess cash flow in additional equipment.
Aside from the initial working capital reserve retained from gross proceeds
(equal to approximately 1% of such proceeds), the Registrant relies primarily on
net lease revenue receipts to meet this objective. No credit lines are
maintained to finance working capital.
The Registrant initiated its offering of limited partnership interests to
the public subsequent to December 17, 1993. The Registrant commenced operations
on February 22, 1994 when the minimum subscription proceeds of $2,000,000 was
obtained from at least 100 investors (excluding from such count, Pennsylvania
residents, CCC, and affiliates of CCC). 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.
In addition to the net proceeds used to purchase equipment from CCC 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. On December 15, 1995, the termination
date of the offering, the bridge loan expired and was repaid in full from net
proceeds raised by the Registrant. The weighted average annualized interest rate
on monies borrowed under the facility during January 1, 1995 to December 15,
1995 was 8.12%.
The Registrant's cash and short-term investment balances as of December
31, 1995 included $20,709,881 in unused proceeds from the offering of limited
partnership interests, together with interest earned thereon, and amounts
reserved as working capital. At December 31, 1995, the Registrant had committed
to purchase from container manufacturers an additional 1,000 twenty-foot and 400
forty-foot marine dry cargo containers and 100 twenty-foot refrigerated cargo
containers at an aggregate manufacturer's invoice cost of $6,096,300. The
Registrant expects to fully invest the remaining unused proceeds from this
offering in container equipment by the end of June 1996.
10
<PAGE> 12
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 1994, the Registrant's first year of operations, CCC and its
affiliates deferred the payment of all management and reimbursable
administrative expenses deducted from the lease receivables due to the
Registrant. During 1995, all remaining deferred fees and expenses were paid to
CCC and the Leasing Company.
The purchase prices of the Registrant's initial containers have been
favorable, as an oversupply of containers in the industry has resulted in a
period of relatively low container prices. The favorable container prices and
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.
Cash distributions from operations are allocated 5% to the general
partner and 95% to the limited partners. Distribution of sales proceeds are
allocated 1% to the general partner and 99% to the limited partners. This
sharing arrangement will remain in place until the limited partners have
received aggregate distributions in an amount equal to their capital
contributions plus an 8% cumulative, compounded (daily) annual return on their
adjusted capital contributions. Thereafter, all distributions will be allocated
15% to the general partner and 85% to the limited partners. Distributions are
paid monthly, based upon cash flow from operations and cash generated from
container sales proceeds. During the reinvestment phase of operations, the
Registrant will use excess cash generated from operations and sales proceeds to
purchase additional containers. During the period from February 22, 1994
(commencement of operations) through December 31, 1995, the Registrant
distributed $8,213,395 and $432,284 to the limited partners and the general
partner, respectively.
The container leasing market generally softened during the fourth quarter
of 1995 and has remained so during the early months of 1996. Demand for leased
containers remains stable in some areas of the world; however, sluggish activity
in other markets, particularly in Southeast Asia, has resulted in an increase in
container inventories. The current market conditions cannot be attributed to any
one factor; rather, a series of factors, in combination, have resulted in a
slowdown in leasing activity. Some of the contributing factors are: a slowdown
in some European economies, as well as in some Far East exporting countries;
increased efficiencies in the shipping industry through the formation of
alliances between shipping lines; and a prolonged seasonal slowdown in container
demand during the holiday season. Although some further softening in market
conditions may be anticipated, the volume of world trade continues to grow and
the long-term outlook is a positive one.
Results of Operations
1995 - 1994
The Registrant commenced operations on February 22, 1994, and continued
to offer limited partnership interests to the public until December 15, 1995.
During 1995, the second build-up year of operations, the Registrant continued to
purchase equipment from the net proceeds of the offering. Therefore, as a result
of the larger operating fleet, net lease revenue, other operating expenses,
other income and expenses, and net earnings for 1995 increased significantly
when compared to 1994, as the Registrant did not commence operations until
February 22, 1994. Net earnings were $6,534,636 in 1995 and were comprised of
net lease revenue, less depreciation and amortization of $5,459,259 and interest
expense of $765,750, as well as interest income, gain on disposal of equipment
and general and administrative expense.
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 as well as 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.
11
<PAGE> 13
The Registrant's fleet size, as measured in twenty-foot equivalent units
("TEU"), and average utilization rates at December 31, 1995 and December 31,
1994 were as follows:
<TABLE>
<CAPTION>
1995 1994
---- ----
<S> <C> <C>
Fleet size (measured in twenty-foot
equivalent units (TEU))
Dry cargo containers 39,157 23,376
Refrigerated containers 363 350
Tank containers 165 70
Average utilization
Dry cargo containers 83.2% 88.0%
Refrigerated containers 96.9% 100.0%
Tank containers 98.2% 75.7%
</TABLE>
Utilization rates of the Registrant's fleet may continue to fluctuate and
will eventually stabilize, as the Registrant fully invests the remaining unused
net proceeds from its offering in container equipment through the first half of
1996.
The Registrant disposed of 54 twenty-foot and 13 forty-foot marine dry
cargo containers during 1995, as compared to seven twenty-foot and two
forty-foot marine dry cargo containers during 1994. The decision to repair or
dispose of a container is made when it is returned by a lessee. This decision is
influenced by various factors including the age, condition, suitability for
continued leasing, as well as the geographical location of the container when
disposed. These factors also influence the amount of sales proceeds received and
the related gain on container disposals.
1994-1993
The Registrant did not commence operations until February 22, 1994. For
the period February 22, 1994 to December 31, 1994, the Registrant's net earnings
were $3,862,148 and were comprised of net lease revenue, less depreciation and
amortization of $1,561,826 and interest expense of $409,623, as well as interest
income, gain on disposal of equipment and general and administrative expenses.
Direct operating expenses included 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 were affected by the quantity of
off-hire containers as well as the frequency at which the containers were
redelivered. During the build-up phase of the Registrant's fleet, direct
operating costs were greater for those containers purchased directly from
container manufacturers which, in most cases, experienced an off-hire period
while marketed and repositioned for initial lease-out. During this period, the
Registrant experienced storage, handling and repositioning costs. At the same
time, direct operating costs were lessened with respect to containers purchased
directly from the general partner which were 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 utilization rates at March 31, June 30, September 30 and December
31, 1994 were as follows:
<TABLE>
<CAPTION>
March 31, June 30, September 30, December 31,
1994 1994 1994 1994
---- ---- ---- ----
<S> <C> <C> <C> <C>
Fleet size (measured in twenty-foot
equivalent units (TEU))
Dry cargo containers 4,711 13,650 16,636 23,376
Refrigerated containers -- 88 350 350
Tank containers -- -- 30 70
Average utilization
Dry cargo containers 59% 61.9% 86.7% 88.0%
Refrigerated containers -- 100.0% 100.0% 100.0%
Tank containers -- -- 100.0% 75.7%
</TABLE>
12
<PAGE> 14
Item 8. Financial Statements and Supplementary Data
13
<PAGE> 15
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
The Partners
Cronos Global Income Fund XV, L.P.:
We have audited the accompanying balance sheets of Cronos Global Income Fund XV,
L.P., as of December 31, 1995 and 1994, and the related statements of
operations, partners' capital and cash flows for the year ended December 31,
1995 and for the period February 22, 1994 (commencement of operations) to
December 31, 1994. These financial statements and the schedule referred to below
are the responsibility of the Partnership's management. Our responsibility is to
express an opinion on these financial statements and schedule based on our
audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Cronos Global Income Fund XV,
L.P., as of December 31, 1995 and 1994, and the results of its operations and
its cash flows for the year ended December 31, 1995 and for the period February
22, 1994 (commencement of operations) to December 31, 1994, in conformity with
generally accepted accounting principles.
Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplementary information included in
Schedule 1 is presented for purposes of additional analysis and is not a
required part of the basic financial statements. This information has been
subjected to the auditing procedures applied in our audits of the basic
financial statements and, in our opinion, is fairly stated in all material
respects in relation to the basic financial statements taken as a whole.
Arthur Andersen LLP
San Francisco, California,
March 15, 1996
14
<PAGE> 16
CRONOS GLOBAL INCOME FUND XV, L.P.
BALANCE SHEETS
DECEMBER 31, 1995 AND 1994
<TABLE>
<CAPTION>
Assets 1995 1994
------ ---- ----
<S> <C> <C>
Current assets:
Cash, includes $715,458 in 1995 and $346,553 in 1994
in interest-bearing accounts $ 717,359 $ 580,368
Short-term investments (note 2) 33,333,858 1,151,835
Net lease receivables due from Leasing Company
(notes 1 and 4) 2,130,519 1,016,734
------------- -------------
Total current assets 36,181,736 2,748,937
------------- -------------
Container rental equipment, at cost 100,639,251 58,738,731
Less accumulated depreciation 6,375,758 1,419,601
------------- -------------
Net container rental equipment 94,263,493 57,319,130
------------- -------------
Organizational costs, net (note 3) 2,424,105 1,427,721
------------- -------------
$ 132,869,334 $ 61,495,788
============= =============
Liabilities and Partners' Capital
---------------------------------
Current liabilities:
Due to general partner (notes 1 and 5) $ 118,059 $ 1,284,467
Equipment debt (note 7) -- 16,534,256
Interest payable 10,967 46,000
Due to manufacturers 4,250,500 1,683,500
------------- -------------
Total current liabilities 4,379,526 19,548,223
------------- -------------
Partners' capital (deficit) (note 11):
General partner (41,287) 6,200
Limited partners 128,531,095 41,941,365
------------- -------------
Total partners' capital 128,489,808 41,947,565
------------- -------------
$ 132,869,334 $ 61,495,788
============= =============
</TABLE>
The accompanying notes are an integral part of these statements.
15
<PAGE> 17
CRONOS GLOBAL INCOME FUND XV, L.P.
STATEMENTS OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 1995 AND THE PERIOD
FEBRUARY 22, 1994 (COMMENCEMENT OF OPERATIONS)
TO DECEMBER 31, 1994
<TABLE>
<CAPTION>
1995 1994
---- ----
<S> <C> <C>
Net lease revenue (notes 1 and 9) $ 12,596,190 $ 3,862,148
Other operating expenses:
Depreciation and amortization (notes 1 and 3) 5,459,259 1,561,826
Other general and administrative expenses 93,551 40,532
------------ ------------
5,552,810 1,602,358
------------ ------------
Earnings from operations 7,043,380 2,259,790
Other income (expenses):
Interest income 217,039 12,728
Net gain on disposal of equipment 39,967 8,714
Interest expense (765,750) (409,623)
------------ ------------
(508,744) (388,181)
------------ ------------
Net earnings $ 6,534,636 $ 1,871,609
============ ============
Allocation of net earnings:
General partner $ 317,218 $ 72,779
Limited partners 6,217,418 1,798,830
------------ ------------
$ 6,534,636 $ 1,871,609
============ ============
Limited partners' per unit share of net earnings $ 1.54 $ 1.56
============ ============
</TABLE>
The accompanying notes are an integral part of these statements.
16
<PAGE> 18
CRONOS GLOBAL INCOME FUND XV, L.P.
STATEMENTS OF PARTNERS' CAPITAL
FOR THE YEAR ENDED DECEMBER 31, 1995 AND FOR THE
PERIOD FEBRUARY 22, 1994 (COMMENCEMENT OF OPERATIONS)
TO DECEMBER 31, 1994
<TABLE>
<CAPTION>
Limited
Partners General
(note 11) Partner Total
--------- ------- -----
<S> <C> <C> <C>
Balances at January 1, 1994 $ 100 $ -- $ 100
Proceeds from sale of partnership units 46,029,380 1,000 46,030,380
Less commissions on sale of limited
partnership units (note 10) (4,602,948) -- (4,602,948)
Net earnings 1,798,830 72,779 1,871,609
Cash distributions (1,283,997) (67,579) (1,351,576)
------------- ------------- -------------
Balances at December 31, 1994 41,941,365 6,200 41,947,565
Proceeds from sale of partnership units 97,001,900 -- 97,001,900
Less commissions on sale of
limited partnership units (note 10) (9,700,190) -- (9,700,190)
Net earnings 6,217,418 317,218 6,534,636
Cash distributions (6,929,398) (364,705) (7,294,103)
------------- ------------- -------------
Balances at December 31, 1995 $ 128,531,095 $ (41,287) $ 128,489,808
============= ============= =============
</TABLE>
The accompanying notes are an integral part of these statements.
17
<PAGE> 19
CRONOS GLOBAL INCOME FUND XV, L.P.
STATEMENTS OF CASH FLOWS
FOR THE YEAR ENDED DECEMBER 31, 1995 AND FOR THE PERIOD
FEBRUARY 22, 1994 (COMMENCEMENT OF OPERATIONS)
TO DECEMBER 31, 1994
<TABLE>
<CAPTION>
1995 1994
---- ----
Cash flows from operating activities:
<S> <C> <C>
Net earnings $ 6,534,636 $ 1,871,609
Adjustments to reconcile net earnings to net cash
provided by (used in) operating activities:
Depreciation and amortization 5,459,259 1,561,826
Net gain on disposal of equipment (39,967) (8,714)
Increase in net lease receivables due from
Leasing Company (1,050,268) (994,388)
Increase (decrease) in interest payable (35,033) 46,000
------------ ------------
Total adjustments 4,333,991 604,724
------------ ------------
Net cash provided by operating activities 10,868,627 2,476,333
------------ ------------
Cash flows from (used in) investing activities:
Proceeds from sale of container rental equipment 159,434 5,093
Purchases of container rental equipment (37,959,707) (53,924,738)
Acquisition fees paid to general partner (2,724,698) (1,869,524)
------------ ------------
Net cash used in investing activities (40,524,971) (55,789,169)
------------ ------------
Cash flows from (used in) financing activities:
Capital contributions 97,001,900 46,030,380
Underwriting commissions (9,700,190) (4,602,948)
Offering and organizational expenses (1,497,118) (1,471,423)
Distributions to partners (7,294,103) (1,351,576)
Borrowings from revolving credit facility 34,467,237 34,386,667
Repayments to revolving credit facility (51,001,493) (17,852,411)
Loan origination costs (875) (93,750)
------------ ------------
Net cash provided by financing activities 61,975,358 55,044,939
------------ ------------
Net increase in cash and cash equivalents 32,319,014 1,732,103
------------ ------------
Cash and cash equivalents at beginning at year 1,732,203 100
------------ ------------
Cash and cash equivalents at end of year $ 34,051,217 $ 1,732,203
============ ============
</TABLE>
The accompanying notes are an integral part of these statements.
18
<PAGE> 20
CRONOS GLOBAL INCOME FUND XV, L.P.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1995 AND 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.
The Partnership commenced operations on February 22,
1994, when the minimum subscription proceeds of
$2,000,000 were received from over 100 subscribers
(excluding from such count Pennsylvania residents, the
general partner, and all affiliates of the general
partner). The Partnership offered 7,500,000 units of
limited partnership interest at $20 per unit or
$150,000,000. The offering terminated on December 15,
1995, at which time 7,151,569 limited partnership units
had been purchased.
As of December 31, 1995, the Partnership operated 22,623
twenty-foot, 7,070 forty-foot and 1,197 forty-foot
high-cube marine dry cargo containers, 163 twenty-foot
and 100 forty-foot refrigerated containers and 165 twenty
four thousand-liter tanks.
(b) Leasing Company and Leasing Agent Agreement
The Partnership has entered into a Leasing Agent
Agreement whereby the Leasing Company has the
responsibility to manage the leasing operations of all
equipment owned by the Partnership. Pursuant to the
Agreement, the Leasing Company is responsible for
leasing, managing and re-leasing the Partnership's
containers to ocean carriers and has full discretion over
which ocean carriers and suppliers of goods and services
it may deal with. The Leasing Agent Agreement permits the
Leasing Company to use the containers owned by the
Partnership, together with other containers owned or
managed by the Leasing Company and its affiliates, as
part of a single fleet operated without regard to
ownership. Since the Leasing Agent Agreement meets the
definition of an operating lease in Statement of
Financial Accounting Standards (SFAS) No. 13, it is
accounted for as a lease under which the Partnership is
lessor and the Leasing Company is lessee.
The Leasing Agent Agreement generally provides that the
Leasing Company will make payments to the Partnership
based upon rentals collected from ocean carriers after
deducting direct operating expenses and management fees
to CCC and the Leasing Company. The Leasing Company
leases containers to ocean carriers, generally under
operating leases which are either master leases or term
leases (mostly one to five years). Master leases do not
specify the exact number of containers to be leased or
the term that each container will remain on hire but
allow the ocean carrier to pick up and drop off
containers at various locations; rentals are based upon
the number of containers used and the applicable per-diem
rate. Accordingly, rentals under master leases are all
variable and contingent upon the number of containers
used. Most containers are leased to ocean carriers under
master leases; leasing agreements with fixed payment
terms are not material to the financial statements. Since
there are no material minimum lease rentals, no
disclosure of minimum lease rentals is provided in these
financial statements.
19
<PAGE> 21
CRONOS GLOBAL INCOME FUND XV, L.P.
NOTES TO FINANCIAL STATEMENTS
(c) Basis of Accounting
The Partnership utilizes the accrual method of
accounting. Revenue is recorded when earned.
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.
(d) Allocation of Net Earnings and Partnership Distributions
Net earnings have been allocated between general and
limited partners in accordance with the Partnership
Agreement.
Actual cash distributions differ from the allocations of
net earnings between the general and limited partners as
presented in these financial statements. Partnership
distributions are paid to its partners (general and
limited) from distributable cash from operations,
allocated 95% to the limited partners and 5% to the
general partner. Sales proceeds are allocated 99% to the
limited partners and 1% to the general partner. The
allocations remain in effect until such time as the
limited partners have received from the Partnership
aggregate distributions in an amount equal to their
capital contributions plus an 8% cumulative, compounded
(daily), annual return on their adjusted capital
contributions. Thereafter, all Partnership distributions
will be allocated 85% to the limited partners and 15% to
the general partner.
(e) Acquisition Fees
Pursuant to Article IV Section 4.2 of the Partnership
Agreement, acquisition fees paid to CCC are based on 5%
of the equipment purchase price. These fees are
capitalized and included in the cost of the rental
equipment. The fees are payable in full from gross
proceeds raised from the sale of limited partnership
units. No acquisition fees are paid with respect to the
Partnership's purchase of equipment financed by borrowing
in anticipation of the sale of limited partnership units
until such time as net proceeds are raised to repay the
loan incurred to purchase such equipment.
(f) Depreciation of Containers
Rental equipment is depreciated over a twelve-year life
on a straight-line basis to its estimated salvage value.
(g) Amortization
The Partnership's organization costs will be amortized
over 60 months on a straight-line basis. Loan origination
fees were amortized over the term of the loan.
(h) Underwriting Commissions
Underwriting commissions of 10% on the gross proceeds
from sale of limited partnership units (not applicable to
certain sales outside California) were deducted in the
determination of net limited partnership contributions.
The commissions were paid to Cronos Securities Corp., a
wholly-owned subsidiary of CCC, and to other
broker/dealers who participated in the offering.
20
<PAGE> 22
CRONOS GLOBAL INCOME FUND XV, L.P.
NOTES TO FINANCIAL STATEMENTS
(i) Income Taxes
The Partnership is not subject to income taxes,
consequently no provision for income taxes has been made.
The Partnership files an annual information tax return,
prepared on the accrual basis of accounting. At December
31, 1995, the tax basis of total partners' capital was
$131,641,557.
(j) Foreign Operations
The Partnership's business is not divided between foreign
or domestic operations. The Partnership's business is the
leasing of containers worldwide to ocean-going steamship
companies and does not fit the definition of reportable
foreign operations within Financial Accounting Standards
Board Statement No. 14 "Financial Reporting for Segments
of a Business Enterprise." Any attempt to separate
"foreign" operations from "domestic" operations would be
dependent on definitions and assumptions that are so
subjective as to render the information meaningless and
potentially misleading.
(k) Financial Statement Presentation
The Partnership has determined that for accounting
purposes the Leasing Agent Agreement is a lease, and the
receivables, payables, gross revenues and operating
expenses attributable to the containers managed by the
Leasing Company are, for accounting purposes, those of
the Leasing Company and not of the Partnership.
Consequently, the Partnership's balance sheets and
statements of operations display the payments to be
received by the Partnership from the Leasing Company as
the Partnership's receivables and revenues.
Certain reclassifications have been made to prior year
amounts to present them on a basis consistent with 1995
classifications.
(2) Short-Term Investments
Short-term investments are carried at cost which approximates market
value. Short-term investments with an original maturity of less than
three months are considered cash equivalents.
(3) Organization Costs, Net
The Partnership incurred $2,968,541 in offering and organizational
costs and loan origination fees during its offering period.
Amortization of these costs was $497,402 and $141,658 in 1995 and
1994, respectively.
21
<PAGE> 23
CRONOS GLOBAL INCOME FUND XV, L.P.
NOTES TO FINANCIAL STATEMENTS
(4) Net Lease Receivables Due from Leasing Company
Net lease receivables due from the Leasing Company are determined by
deducting direct operating payables and accrued expenses, base
management fees payable, and reimbursed administrative expenses
payable to CCC and its affiliates from the rental billings payable
by the Leasing Company to the Partnership under operating leases to
ocean carriers for the containers owned by the Partnership. Net
lease receivables at December 31, 1995 and December 31, 1994 were as
follows:
<TABLE>
<CAPTION>
December 31, December 31,
1995 1994
---------- ----------
<S> <C> <C>
Lease receivables, net of doubtful accounts
of $201,958 at December 31, 1995 and $36,173
at December 31, 1994 $3,857,584 $2,411,847
Less:
Direct operating payables and accrued expenses 740,754 491,125
Damage protection reserve (note 6) 537,205 147,330
Base management fees 361,199 435,866
Reimbursed administrative expenses 87,907 320,792
---------- ----------
$2,130,519 $1,016,734
========== ==========
</TABLE>
(5) Due to General Partner
The amounts due to CCC and its affiliates at December 31, 1995 and
December 31, 1994 were as follows:
<TABLE>
<CAPTION>
1995 1994
---- ----
<S> <C> <C>
Acquisition Fees $ 118,059 $ 928,677
Equipment Payable -- 355,790
---------- ----------
$ 118,059 $1,284,467
========== ==========
</TABLE>
(6) Damage Protection Plan
The Leasing Company offers a repair service to several lessees of
the Partnership's containers, whereby the lessee pays an additional
rental fee for the convenience of having the Partnership incur the
repair expense for containers damaged while on lease. This revenue
is recorded when earned according to the terms of the rental
contract. A reserve has been established to provide for the
estimated costs incurred by this service. This reserve is a
component of net lease receivables due from the Leasing Company (see
note 4). The Partnership is not responsible in the event repair
costs exceed predetermined limits, or for repairs that are required
for damages not defined by the damage protection plan agreement.
22
<PAGE> 24
CRONOS GLOBAL INCOME FUND XV, L.P.
NOTES TO FINANCIAL STATEMENTS
(7) Equipment Debt
On July 22, 1994, the Partnership entered into an agreement with a
bank, obtaining a $25,000,000 revolving credit facility for the
purpose of taking advantage of purchase opportunities pending the
raising of sufficient net proceeds from the offering and sale of
limited partnership units. At December 31, 1994, the existing bank
debt was $16,534,256. On December 15, 1995, the termination date of
the offering, the bridge loan expired and was repaid in full from
net proceeds raised by the Partnership.
The facility provided for various interest rate options in addition
to requiring a commitment fee on the average unused portion of the
facility. The weighted average interest rate from January 1, 1995 to
December 15, 1995 was 8.12%. From July 31, 1994 to December 31,
1994, the weighted average interest rate was 7.01%.
(8) Equipment Purchases
As of December 31, 1995, the Partnership had purchased the following
types of equipment:
<TABLE>
<CAPTION>
Purchased from Partnership's
Purchased Container Total Average Cost
Equipment Type from CCC Manufacturers Purchased Per Container
-------------- -------- ------------- --------- -------------
<S> <C> <C> <C> <C>
Dry Cargo Containers:
Twenty-foot units 8,357 14,322 22,679 $ 2,357
Forty-foot units 2,884 4,200 7,084 $ 3,771
Forty-foot high-cube units 397 800 1,197 $ 4,036
Refrigerated Cargo Containers:
Twenty-foot units 163 180 (1) 343 $15,809
Forty-foot high-cube units 100 -- 100 $23,094
Tank Containers:
24,000-liter units 133 32 165 $23,652
</TABLE>
- -------------------------
(1) Amount reflects twenty-foot refrigerated container components accepted by
the Partnership. At December 31, 1995, the process of manufacturing these
components into a refrigerated cargo container was not complete. The
containers are expected to be completed and delivered to the Partnership
during the first quarter of 1996. The average cost of these refrigerated
containers is expected to be $20,250 per container.
23
<PAGE> 25
CRONOS GLOBAL INCOME FUND XV, L.P.
NOTES TO FINANCIAL STATEMENTS
(8) Equipment Purchases - Continued
The aggregate purchase price (excluding acquisition fees) of the
equipment acquired by the Partnership through December 31, 1995 was
$96,134,945, of which $91,884,445 was paid from the net proceeds of this
offering, and $4,250,500 remained payable to equipment manufacturers. Of
the aggregate equipment, $39,848,185 thereof had been acquired from CCC
and $56,286,760 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
December 31, 1995, the Partnership had committed to purchase from
container manufacturers an additional 1,000 twenty-foot and 400
forty-foot marine dry cargo containers and 100 twenty-foot refrigerated
cargo containers at an aggregate manufacturers' invoice cost of
$6,096,300. The Partnership expects to fully invest the remaining unused
proceeds from this offering in container equipment by the end of June
1996.
(9) 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 year ended December 31, 1995 and
for the period February 22, 1994 (commencement of operations) to December
31, 1994 was as follows:
<TABLE>
<CAPTION>
1995 1994
---- ----
<S> <C> <C>
Rental revenue (note 12) $17,861,828 $ 5,641,028
Rental equipment operating expenses 3,052,250 1,022,222
Base management fees (note 10) 1,237,071 435,866
Reimbursed administrative expenses (note 10) 976,317 320,792
----------- -----------
$12,596,190 $ 3,862,148
=========== ===========
</TABLE>
(10) Compensation to General Partner and its Affiliates
Base management fees are equal to 7% of gross lease revenues attributable
to operating leases pursuant to Section 4.3 of the Partnership Agreement.
Reimbursed administrative expenses are equal to the costs expended by CCC
and its affiliates for services necessary to the prudent operation of the
Partnership pursuant to Section 4.4 of the Partnership Agreement.
Underwriting commissions are equal to 10% of the gross subscription
proceeds, less commissions to other broker/dealers. The following
compensation was paid or will be paid by the Partnership to CCC or its
affiliates:
<TABLE>
<CAPTION>
1995 1994
---- ----
<S> <C> <C>
Base management fees $1,237,071 $ 435,866
Reimbursed administrative expenses 976,317 320,792
Acquisition fees 1,952,066 2,798,206
Commission on sale of limited partnership units 1,950,734 920,590
---------- ----------
$6,116,188 $4,475,454
========== ==========
</TABLE>
24
<PAGE> 26
CRONOS GLOBAL INCOME FUND XV, L.P.
NOTES TO FINANCIAL STATEMENTS
(11) Limited Partners' Capital
The limited partners' per unit share of capital at December 31, 1995
and 1994 was $17.97 and $18.22, respectively. This is calculated by
dividing the limited partners' capital at the end of 1995 and 1994
by 7,151,569 and 2,301,474, the total number of limited partnership
units, respectively. The weighted average number of partnership
units used in determining the limited partners' per unit share of
net earnings at December 31, 1995 and 1994 was 4,048,983 and
1,155,682, respectively.
(12) Major Lessees
No single lessee contributed more than 10% of the rental revenue
earned for the year ended December 31, 1995 and for the period
February 22, 1994 (commencement of operations) to December 31, 1994.
25
<PAGE> 27
Schedule 1
CRONOS GLOBAL INCOME FUND XV, L.P.
SCHEDULE OF REIMBURSED ADMINISTRATIVE EXPENSES
PURSUANT TO ARTICLE IV SECTION 4.4
OF THE PARTNERSHIP AGREEMENT
FOR THE YEAR ENDED DECEMBER 31, 1995 AND FOR THE PERIOD
FEBRUARY 22, 1994 (COMMENCEMENT OF OPERATIONS)
TO DECEMBER 31, 1994
<TABLE>
<CAPTION>
1995 1994
---- ----
<S> <C> <C>
Salaries $493,372 $159,487
Other payroll related expenses 79,838 40,501
General and administrative expenses 403,107 120,804
-------- --------
Total reimbursed administrative expenses $976,317 $320,792
======== ========
</TABLE>
26
<PAGE> 28
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure
Inapplicable.
27
<PAGE> 29
PART III
Item 10. Directors and Executive Officers of the Registrant
The Registrant, as such, has no officers or directors, but is managed by
CCC, the general partner. The officers and directors of CCC at January 31, 1996,
are as follows:
Name Office
- --------------------- ----------------------------------------------------
Dennis J. Tietz President, Chief Executive Officer, and Director
John P. McDonald Vice President/Sales
Elinor Wexler Vice President/Administration and Secretary
John Kallas Vice President/Treasurer and Chief Financial Officer
Laurence P. Sargent Director
Stefan M. Palatin Director
A. Darrell Ponniah Director
DENNIS J. TIETZ Mr. Tietz, 43, as President and Chief Executive Officer,
is responsible for the general management of CCC. From 1986 until August 1992,
Mr. Tietz was responsible for the organization, marketing and after-market
support of CCC's investment programs. Mr. Tietz is also President and a director
of Cronos Securities Corp. and a director of The Cronos Group. Mr. Tietz was a
regional manager for CCC, responsible for various container leasing activities
in the U.S. and Europe from 1981 to 1986. Prior to joining CCC in December 1981,
Mr. Tietz was employed by Trans Ocean Leasing Corporation as Regional Manager
based in Houston, with responsibility for all leasing and operational activities
in the U.S. Gulf.
Mr. Tietz holds a B.S. degree in Business Administration from San Jose
State University and is a Registered Securities Principal with the NASD.
JOHN P. MCDONALD Mr. McDonald, 34, was elected Vice President - National
Sales Manager of CCC in August 1992, with responsibility for marketing CCC's
investment programs. Since 1988, Mr. McDonald had been Regional Marketing
Manager for the Southwestern U.S. From 1983 to 1988, Mr. McDonald held a number
of container leasing positions with CCC, the most recent of which was as Area
Manager for Belgium and the Netherlands, based in Antwerp.
Mr. McDonald holds a B.S. degree in Business Administration from Bryant
College, Rhode Island. Mr. McDonald is also a Vice President of Cronos
Securities Corp.
ELINOR A. WEXLER Ms. Wexler, 47, was elected Vice President -
Administration and Secretary of CCC in August 1992. Ms. Wexler has been employed
by the General Partner since 1987, and is responsible for investor services,
compliance and securities registration. From 1983 to 1987, Ms. Wexler was
Manager of Investor Services for The Robert A. McNeil Corporation, a real estate
syndication company, in San Mateo, California. From 1971 to 1983, Ms. Wexler
held various positions, including securities trader and international research
editor, with Nikko Securities Co., International, based in San Francisco.
Ms. Wexler attended the University of Oregon, Portland State University
and the Hebrew University of Jerusalem, Israel. Ms. Wexler is also Vice
President and Secretary of Cronos Securities Corp. and a Registered Principal
with the NASD.
JOHN KALLAS Mr. Kallas, 33, was elected Vice President/Treasurer and
Chief Financial Officer of CCC in December 1993 and is directly responsible for
CCC's accounting operations and reporting activities. Mr. Kallas has held
various accounting positions since joining CCC in 1989, including Controller,
Director of Accounting and Corporate Accounting Manager. From 1985 to 1989, Mr.
Kallas was an accountant with KPMG Peat Marwick, San Francisco, California.
Mr. Kallas holds a B.S. degree in Business Administration from the
University of San Francisco and is a certified public accountant. Mr. Kallas is
also Treasurer of Cronos Securities Corp.
28
<PAGE> 30
LAURENCE P. SARGENT Mr. Sargent, 66, joined the Board of Directors of CCC
in 1991. Mr. Sargent was a founder of Leasing Partners International ("LPI") and
served as its Managing Director from 1983 until 1991. From 1977 to 1983, Mr.
Sargent held a number of positions with Trans Ocean Leasing Corporation, the
last of which was as a director of its refrigerated container leasing
activities. From 1971 to 1977, Mr. Sargent was employed by SSI Container
Corporation (later Itel Container International), ultimately serving as Vice
President / Far East. Prior to that, Mr. Sargent was a Vice President of Pacific
Intermountain Express, a major U.S. motor carrier, responsible for its bulk
container division. Mr. Sargent holds a B.A. degree from Stanford University.
Mr. Sargent also serves as a director of the Institute of International
Container Lessors ("IICL"), an industry trade association. Mr. Sargent is also a
director of Cronos Securities Corp.
Mr. Sargent retired as Deputy Chairman of the Group as of January 1,
1996. He will remain a director of CCC, The Cronos Group, as well as other
various subsidiaries of The Cronos Group.
STEFAN M. PALATIN Mr. Palatin, 42, joined the Board of Directors of CCC
in January 1993. Mr. Palatin is Chairman and CEO of The Cronos Group, and was a
founder of LPI in 1983. From 1980 to 1991, Mr. Palatin was an executive director
of the Contrin Group, which has provided financing to the container leasing
industry, as well as other business ventures, and has sponsored limited
partnerships organized in Austria. From 1977 to 1980, Mr. Palatin was a
consultant to a number of companies in Austria, including Contrin. From 1973 to
1977, Mr. Palatin was a sales manager for Generali AG, the largest insurance
group in Austria.
Mr. Palatin, who is based in Austria, holds a Doctorate in Business
Administration from the University of Economics and World Trade in Vienna. Mr.
Palatin is also a director of The Cronos Group.
A. DARRELL PONNIAH Mr. Ponniah, 46, was elected to the Board of Directors
of CCC in January 1993. Mr. Ponniah is Chief Financial Officer of The Cronos
Group and is based in the United Kingdom. Prior to joining Cronos in 1991, Mr.
Ponniah was employed by the Barclays Bank Group and served as Chief Operating
Officer of Barclays European Equipment Finance. From 1973 to 1988, Mr. Ponniah
was employed by Rank Xerox, the European-based subsidiary of Xerox Corporation
of the U.S.A., in a number of positions, the most recent of which was as Group
Controller and Chief Financial Officer of the International Equipment Financing
Division of Rank Xerox Limited.
Mr. Ponniah is an honors graduate of Manchester University in England and
holds post graduate degrees in operational research from Brunel University and
in Business Administration from the Manchester Business School. Mr. Ponniah is
also a director of The Cronos Group and Cronos Securities Corp.
The key management personnel of the Leasing Company at January 31, 1996,
were as follows:
Name Title
--------------------- -----------------------------------------------
Nigel J. Stribley President
John M. Foy Vice President/Americas
Geoffrey J. Mornard Vice President/Europe, Middle East and Africa
Danny Wong Vice President/Asia Pacific
David Heather Vice President/Technical Services
John C. Kirby Vice President/Operations
J. Gordon Steel Vice President/Tank Container Division
NIGEL J. STRIBLEY Mr. Stribley, 42, has been responsible for the general
management of the Leasing Company since September 1991. From 1985 to 1991, Mr.
Stribley was a director of LPI, based in the United Kingdom and responsible for
worldwide lease marketing and operations of refrigerated containers. From 1978
to 1985, Mr. Stribley was employed by Sea Containers Limited, London, where he
was involved in refrigerated container leasing, ultimately as Manager of
Refrigerated Containers with responsibility for world-wide activities. From 1975
to 1978, Mr. Stribley was employed by Sealand Containerships, Ltd., the United
Kingdom subsidiary of a major U.S. container shipping company, as a management
trainee and later as Operations Manager and a Container Terminal Manager.
29
<PAGE> 31
Mr. Stribley holds a BA degree with honors from Bristol University in
England. Mr. Stribley is a director of The Cronos Group.
JOHN M. FOY Mr. Foy, 50, is directly responsible for the Leasing
Company's lease marketing and operations in North America, Central America, and
South America, and is based in San Francisco. From 1985 to 1993, Mr. Foy was
Vice President/Pacific with responsibility for dry cargo container lease
marketing and operations in the Pacific Basin. From 1977 to 1985 Mr. Foy was
Vice President of Marketing for Nautilus Leasing Services in San Francisco with
responsibility for worldwide leasing activities. From 1974 to 1977, Mr. Foy was
Regional Manager for Flexi-Van Leasing, a container lessor, with responsibility
for container leasing activities in the Western United States. Mr. Foy holds a
B.A. degree in Political Science from University of the Pacific, and a Bachelor
of Foreign Trade from Thunderbird Graduate School of International Management.
GEOFFREY J. MORNARD Mr. Mornard, 36, is directly responsible for the
Leasing Company's lease marketing and operations in Europe, the Middle East and
Africa. From 1991 to 1993, Mr. Mornard was Director of Marketing for
refrigerated containers in Australia and New Zealand. From 1989 to 1991, Mr.
Mornard held the same position with LPI. From 1979 to 1989, Mr. Mornard was
employed by Cooltainer Services, Ltd., a refrigerated container carrier company,
initially as Melbourne Branch Manager, later as Sydney Branch Manager, and
ultimately as Australian Trade Manager, responsible for marketing and operations
of all container traffic to and from Australia.
DANNY WONG Mr. Wong, 42, is responsible for the Leasing Company's lease
marketing and operations in Asia, Australia and the Indian sub-continent, and is
based in Singapore. From 1991 to 1993, Mr. Wong was Vice President/Refrigerated
Containers, responsible for the marketing of refrigerated containers worldwide
for the Leasing Company. From 1988 to 1991, Mr. Wong was employed by LPI, as
Director of Marketing for the Far East and Southeast Asia based in Singapore.
From 1987 to 1988, Mr. Wong was a district manager in Singapore covering leasing
activities in Southeast Asia for Gelco CTI, a major container leasing company.
From 1979 to 1987, Mr. Wong was employed by Flexi-Van Leasing in Singapore as a
sales manager and later as Regional Manager for Southeast Asia and the Indian
sub-continent. Mr. Wong holds a Diploma in Marketing Management from the
Singapore Institute of Management.
DAVID HEATHER Mr. Heather, 48, is responsible for all technical and
engineering activities of the fleet managed by the Leasing Company. Mr. Heather
was Technical Director for LPI, based in the United Kingdom, from 1986 to 1991.
From 1980 to 1986, Mr. Heather was employed by ABC Containerline NV as Technical
Manager with technical responsibility for the shipping line's fleet of dry
cargo, refrigerated and other specialized container equipment. From 1974 to
1980, Mr. Heather was Technical Supervisor for ACT Services Ltd., a shipping
line, with responsibility for technical activities related to refrigerated
containers. Mr. Heather holds a Marine Engineering Certificate from Riversdale
Marine Technical College in England.
JOHN C. KIRBY Mr. Kirby, 42, is responsible for container purchasing,
contract and billing administration, container repairs and leasing-related
systems, and is based in the United Kingdom. Mr. Kirby joined CCC in 1985 as
European Technical Manager and advanced to Director of European Operations in
1986, a position he held with CCC, and later the Leasing Company, until his
promotion to Vice President/Operations of the Leasing Company in 1992. From 1982
to 1985, Mr. Kirby was employed by CLOU Containers a container leasing company,
as Technical Manager based in Hamburg, Germany. Mr. Kirby acquired a
professional engineering qualification from the Mid-Essex Technical College in
England.
J. GORDON STEEL Mr. Steel, 63, is directly responsible for the overall
lease marketing activity for the Leasing Company's Tank Container Division. From
1990 to 1992, Mr. Steel held the position of Director/General Manager for
Tiphook Container's Tank Division. From 1977 to 1990, Mr. Steel held various
managerial positions, involving manufacturing and transportation of hazardous
materials, with Laporte Industries and ICI, major chemical distribution
companies. Mr. Steel is a qualified Chemical Engineer and attended the Associate
Royal Technical College in Scotland.
30
<PAGE> 32
Item 11. Executive Compensation
The Registrant commenced monthly distributions to its partners (general
and limited) from distributable cash from operations beginning in the second
quarter of 1994. Such distributions are allocated 95% to the limited partners
and 5% to the general partner. Sales proceeds will be allocated 99% to the
limited partners and 1% to the general partner. The allocations will remain in
effect until such time as the limited partners have received from the Registrant
aggregate distributions in an amount equal to their capital contributions plus
an 8% cumulative, compounded (daily), annual return on their adjusted capital
contributions. Thereafter, all Partnership distributions will be allocated 85%
to the limited partners and 15% to the general partner.
The Registrant will not pay or reimburse CCC or the Leasing Company for
any remuneration payable by them to their executive officers, directors or any
other controlling persons. However, the Registrant will reimburse the general
partner and the Leasing Company for certain services pursuant to Section 4.4 of
the Partnership Agreement. These services include but are not limited to (i)
salaries and related salary expenses for services which could be performed
directly for the Registrant by independent parties, such as legal, accounting,
transfer agent, data processing, operations, communications, duplicating and
other such services; (ii) performing administrative services necessary to the
prudent operations of the Registrant.
The following table sets forth the fees the Registrant paid (on a cash
basis) to CCC or the Leasing Company ("CCL") for the year ended December 31,
1995.
<TABLE>
<CAPTION>
Cash Fees and
Name Description Distributions
---- ----------- -------------
<S> <C> <C>
1) CCC Acquisition fee - equal to 5% of the purchase $ 2,724,698
price of containers acquired by the Registrant
pursuant to Section 4.2 of the Limited
Partnership Agreement
2) CCL Base management fees - equal to 7% of gross $ 1,385,707
lease revenues attributable to operating
leases pursuant to Section 4.3 of the
Limited Partnership Agreement
3) CCC Reimbursed administrative expenses - equal to $ 177,369
the costs expended by CCC and its affiliates
CCL for services necessary to the prudent operation $ 1,110,529
of the Registrant pursuant to Section 4.4 of the
Limited Partnership Agreement
4) CCC Interest in Fund - 5% of distributions of $ 364,705
distributable cash for any quarter pursuant
to Section 6.1 of the Limited Partnership
Agreement
</TABLE>
31
<PAGE> 33
Item 12. Security Ownership of Certain Beneficial Owners and Management -
(Continued)
(a) Security Ownership of Certain Beneficial Owners
There is no person or "group" of persons known to the management of CCC,
the general partner of the Registrant, to be the beneficial owner of more than
five percent of the outstanding units of limited partnership interests of the
Registrant.
(b) Security Ownership of Management
The Registrant has no directors or officers. It is managed by CCC, the
general partner. CCC owns five units, representing 0.00007% of the total amount
of units outstanding.
(c) Changes in Control
Inapplicable.
Item 13. Certain Relationships and Related Transactions
(a) Transactions with Management and Others
The Registrant's only transactions with management and other related
parties during 1995 were limited to those fees paid or amounts committed to be
paid (on an annual basis) to CCC, the general partner, and its affiliates. See
Item 11, "Executive Compensation," herein. Additionally, see Part I, Item 2 and
Part II, Item 7 hereof, for a description of its purchase of marine containers
from the general partner.
(b) Certain Business Relationships
Inapplicable.
(c) Indebtedness of Management
Inapplicable.
(d) Transactions with Promoters
Inapplicable.
32
<PAGE> 34
PART IV
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K
(a)1. Financial Statements
<TABLE>
<CAPTION>
Page
----
The following financial statements of the Registrant are included in Part II, Item 8:
<S> <C>
Report of Independent Public Accountants........................................ 14
Balance sheets - December 31, 1995 and 1994..................................... 15
Statements of operations - for the year ended December
31, 1995 and for the period February 22, 1994
(commencement of operations) to
December 31, 1994............................................................... 16
Statements of partners' capital - for the year ended
December 31, 1995 and for the period February 22, 1994
(commencement of operations) to
December 31, 1994............................................................... 17
Statements of cash flows - for the year ended December
31, 1995 and for the period February 22, 1994
(commencement of operations) to
December 31, 1994............................................................... 18
Notes to financial statements................................................... 19
</TABLE>
All other schedules are omitted as the information is not required or the
information is included in the financial statements or notes thereto.
33
<PAGE> 35
(a)3. 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
(b) Reports on Form 8-K
No reports on Form 8-K were filed by the
Registrant during the quarter ended December 31,
1995
</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)
34
<PAGE> 36
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
CRONOS GLOBAL INCOME FUND XV, L.P.
By Cronos Capital Corp.
The General Partner
By /s/ John Kallas
------------------------------------------
John Kallas
Vice President/Treasurer and Chief Financial Officer
Principal Accounting Officer
Date: March 28, 1996
Pursuant to the requirement of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of Cronos
Capital Corp., the general partner of the Registrant, in the capacities and on
the dates indicated:
<TABLE>
<CAPTION>
Signature Title Date
<S> <C> <C>
/s/ Dennis J. Tietz President and Director of March 28, 1996
- -------------------------------
Dennis J. Tietz Cronos Capital Corp.
("CCC") (Principal Executive
Officer of CCC)
/s/ John Kallas Vice President/Treasurer and March 28, 1996
- -------------------------------
John Kallas Chief Financial Officer
(Principal Accounting Officer
of CCC)
/s/ Laurence P. Sargent Director of CCC March 28, 1996
- -------------------------------
Laurence P. Sargent
/s/ A. Darrell Ponniah Director of CCC March 28, 1996
- -------------------------------
A. Darrell Ponniah
</TABLE>
SUPPLEMENTAL INFORMATION
The Registrant's annual report will be furnished to its limited partners
on or about April 30, 1996. Copies of the annual report will be concurrently
furnished to the Commission for information purposes only, and shall not be
deemed to be filed with the Commission.
<PAGE> 37
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
SHEETS AT DECEMBER 31, 1995 AND THE STATMENTS OF OPERATIONS FOR THE TWELVE
MONTHS ENDED DECEMBER 31, 1995 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO
SUCH FINANCIAL STATMENTS INCLUDED AS PART OF ITS ANNUAL REPORT ON FORM 10-K FOR
THE PERIOD DECEMBER 31, 1995
</LEGEND>
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-START> JAN-01-1995
<PERIOD-END> DEC-31-1995
<CASH> 34,051,217
<SECURITIES> 0
<RECEIVABLES> 2,170,519
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 36,221,736
<PP&E> 100,639,251
<DEPRECIATION> 6,375,758
<TOTAL-ASSETS> 132,909,334
<CURRENT-LIABILITIES> 4,419,526
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 128,489,808
<TOTAL-LIABILITY-AND-EQUITY> 132,909,334
<SALES> 0
<TOTAL-REVENUES> 12,853,196
<CGS> 0
<TOTAL-COSTS> 5,477,873
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 840,687
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 6,534,636
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
