<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, 1996
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
<TABLE>
<S> <C> <C>
PART I
Item 1 - Business Prospectus of Cronos Global Income Fund XV, L.P., dated December 17, 1993
included as part of Registration Statement on Form S-1 (No. 33-69356)
Certificate of Limited Partnership of Cronos Global Income Fund XV, L.P., filed as
Exhibit 3.2 to the Registration Statement on Form S-1 (No. 33-69356)
Form of Leasing Agent Agreement with Cronos Containers Limited, filed as
Exhibit 10.2 to the Registration Statement on Form S-1 (No. 33-69356)
PART II
Item 9 - Changes in and Dis- Current Report on Form 8-K of Cronos Global Income Fund XV, L.P., filed
agreements with February 7, 1997 and April 14, 1997, respectively, and Amendment No. 1 to Current
Accountants on Report on Form 8-K filed February 26, 1997.
Accounting and
Financial Disclosure
</TABLE>
<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:
<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 $ 2,977,551 2.1%
------------ ------------
Total Public Offering Expenses $ 17,280,689 12.1%
------------ ------------
Net Proceeds $125,750,691 87.9%
Acquisition Fees $ 5,918,588 4.1%
Working Capital Reserve $ 1,460,334 1.0%
Unexpended Proceeds $ -- --
------------ ------------
Gross Proceeds Invested in Equipment $118,371,769 82.8%
============ ============
</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.
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The general partner of the Registrant is Cronos Capital Corp. ("CCC"), a
wholly-owned subsidiary of Cronos Holdings/Investments (U.S.), Inc., a Delaware
corporation, which is in turn a wholly-owned subsidiary of The Cronos Group, a
Luxembourg company. These and other affiliated companies are ultimately
wholly-owned by The Cronos Group, a holding company registered in Luxembourg
("the Holding Company") and are collectively referred to as the "Group". The
activities of the container division of the Group are managed through the
Group's subsidiary in the United Kingdom, Cronos Containers Limited ("the
Leasing Company"). The Leasing Company manages the leasing operations of all
equipment owned or managed by the Group on its own behalf or on behalf of other
third-party container owners, including all other programs organized by CCC.
On December 1, 1993, the Leasing Company entered into a Leasing Agent
Agreement with the Registrant assuming the responsibility for all container
leasing activities.
For information concerning the containers acquired by the Registrant, see
Item 2, "Properties."
(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 87% of the worldwide container fleet. Refrigerated and
tank containers constitute approximately 6% 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
thousand TEU in 1969 to 10 million TEU in mid-1996, and according to industry
data, growth of containerized shipping since 1987 has generally averaged two to
three times that of average GDP growth in industrialized countries.
The rapid growth of containerization began with the standardization of
equipment sizes by international agreement in the late 1960's. Initially
confined to the highly competitive trade routes among the industrialized
nations, containerization expanded into substantially all free-world trade
routes by the early 1970's.
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Throughout the decade of the 1970's, conversion from break bulk shipping
methods to containers gained momentum in an environment of generally robust
growth in world trade (except during the 1975-76 world-wide recession). Both
shipping lines and container leasing companies responded to this growing market
demand with major container purchases, while container manufacturers
substantially boosted production capacity.
During the early and mid-1980's, the container industry encountered
alternating periods of slow trade growth, creating excess container capacity,
followed by periods of economic recovery. From the late 1980s to 1991, the
container industry generally experienced a balance in supply and demand for
equipment. In 1992, companies embarked on ambitious container production
programs encouraged by positive economic forecasts and the profitability of the
industry in previous years. This produced an oversupply of containers as some of
the major world economies slipped into recession and ocean carriers and leasing
companies built up large container inventories. During 1993, container
purchasing declined, generally helping to reduce the oversupply of containers.
During 1994 and 1995, the world's major industrialized nations emerged
from a global economic recession. Consequently, excess equipment inventories
that had resulted from the sluggish growth in world trade during 1992 and 1993,
as well as increased production capacity, were absorbed. Since 1995, the
container industry's fleet grew from a size of approximately nine million TEU to
approximately 10 million TEU, equivalent to a growth of almost 11%, representing
one of the industry's largest fleet expansions to date. The primary factor
driving demand during 1995 and 1996 has been the steady introduction of new
containership tonnage, which grew at a rate comparable to the container
industry's fleet. However, the growth in the container industry's fleet, as well
as containership tonnage, outpaced increases in worldwide containerized trade,
estimated to be approximately 8%-10% during 1995 and 6-7% during 1996. As a
result, a general surplus capacity arose, in both containership tonnage and
containers, contributing to the current recession that has impacted the
container leasing industry. Additionally, during 1995 and 1996, container prices
steadily declined to levels not seen in a decade, resulting in ocean carriers
purchasing containers for their own account, further reducing the demand for
leased containers and since mid-1995, contributing to a decline in container
utilization and per-diem rental rates throughout the container leasing industry.
The Registrant believes that growth of containerization will continue in
subsequent years for the following reasons:
o Lower freight rates resulting from containerization are generating
new cargos that previously were not economical to export.
Containerization provides inexpensive, timely and secure transport to
manufacturers allowing them to take advantage of regional
opportunities in technology or labor, and to move products to
different locations at various stages of production;
o Intermodal traffic is expected to continue to grow, and
industrialized countries are continuing to improve intermodal
infrastructure (i.e., railways, roads and ports);
o Shippers continue to demand transportation of cargo by containers
rather than break-bulk;
o Countries with rapidly-growing economies in emerging markets are
continuing to build new container port facilities that accommodate an
increased flow of containerized trade; and
o 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 1996, had an approximately 46% 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:
o Reduced Capital Expenditures. Leasing is an attractive option to
ocean carriers because ownership of containers requires significant
capital expenditures. Carriers constantly evaluate their investment
strategy, with container purchasing competing directly with other
expenditure requirements, such as ship purchases, ship conversions
and terminal improvements. Container leasing allows ocean carriers to
invest capital in assets that are more central to their business.
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o Improved Asset Management. Trade flow imbalances and seasonal demands
frequently leave ocean carriers with regional surpluses or shortages
of containers, requiring costly repositioning of empty containers.
Leasing companies help ocean carriers manage these trade imbalances
by providing the inventory to service demand, reducing the costs of
maintaining local inventories and minimizing repositioning expenses.
By matching different carriers' container needs, leasing companies
can reduce their own risks of container inventory imbalances and
seasonality through a portfolio of lessees as well as variations in
lease terms.
o Increased Container Fleet Flexibility. Ocean carriers benefit from
the variety of lease types offered by leasing companies such as the
master lease, long-term and short-term lease and direct financing
lease. These various leases give ocean carriers flexibility in sizing
their fleets while minimizing capital costs. For example, master
lease agreements give ocean carriers the option of adjusting the size
of their fleets, with the flexibility to pick-up and drop-off
containers at various locations around the world.
Dry cargo containers are the most-commonly used type of container in the
shipping industry. The Registrant's dry cargo container fleet is constructed of
all Corten(R) steel (Corten(R) roofs, walls, doors and undercarriage), a
high-tensile steel yielding greater damage and corrosion resistance than mild
steel.
Refrigerated containers are used to transport temperature-sensitive
products such as meat, fruit, vegetables and photographic film. All of the
Registrant's refrigerated containers have high-grade stainless steel interiors.
The Registrant's 20-foot refrigerated containers have high-grade stainless steel
walls, while the Registrant's 40-foot refrigerated containers are steel framed
with aluminum outer walls to reduce weight. As with the dry cargo containers,
all refrigerated containers are designed to minimize repair and maintenance and
maximize damage resistance. The Registrant's refrigerated containers are
designed and manufactured to include the latest generation refrigeration
equipment, with modular microprocessors controlling and monitoring the
container.
The Registrant's tank containers are constructed in compliance with
International Maritime Organization ("IMO") standards and recommendations. The
tanks purchased by the Registrant are all IMO-1 type tanks, constructed to
comply with IMO recommendations which require specific pressure ratings and
shell thicknesses. These containers are designed to carry highly-inflammable
materials, corrosives, toxics and oxidizing substances, but are also capable of
carrying 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.
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Under these leases, customers are responsible for paying all taxes and
service charges arising from container use, maintaining the containers in good
and safe operating condition while on lease and paying for repairs upon
redelivery, other than ordinary wear and tear. Some leases provide for a "damage
protection plan" whereby lessees, for an additional payment (which may be in the
form of a higher per-diem rate), are relieved of the responsibility of paying
some of the repair costs upon redelivery of the containers. The Leasing Company
has historically provided this service on a limited basis to selected customers.
Repairs provided under such plans are carried out by the same depots, under the
same procedures, as are repairs to containers not covered by such plans.
Customers also are required to insure leased containers against physical damage
and loss, and against third party liability for loss, damage, bodily injury or
death.
All containers are inspected and repaired when redelivered by a customer,
and customers are obligated to pay for all damage repair, excluding wear and
tear, according to standardized industry guidelines. Depots in major port areas
perform repair and maintenance which is verified by independent surveyors or the
Leasing Company's technical and operations staff.
Before any repair or refurbishment is authorized on older containers in
the Registrant's fleet, the Leasing Company's technical and operations staff
reviews the age, condition and type of container and its suitability for
continued leasing. The Leasing Company compares the cost of such repair or
refurbishment with the prevailing market resale price that might be obtained for
that container and makes the appropriate decision whether to repair or sell the
container.
The non-cancelable terms of the operating leases of the Registrant's
containers will not be sufficient to return to the Registrant as lessor the
purchase price of the equipment. In order to recover the original investment in
the equipment and achieve an adequate return thereon, it is necessary to renew
the lease, lease the equipment to another lessee at the end of the initial lease
term, or sell the equipment.
The Registrant estimates that a dry cargo or refrigerated container may be
used as a leased marine cargo container for a period ranging from 10 to 15
years. Tank containers generally may be used for 12 to 18 years. The Registrant
disposes of used containers in a worldwide market for used containers in which
buyers include wholesalers, mini-storage operators, construction companies and
others. The market for used refrigerated and tank containers is not as developed
as the market for used dry cargo containers. Although used refrigerated and tank
containers will command a higher price than a dry cargo container, a dry cargo
container will bring a higher percentage of its original price. As the
Registrant's fleet ages, a larger proportion of its revenues will be derived
from selling its containers.
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Of the 25,492 twenty-foot, 8,721 forty-foot and 1,788 forty-foot high-cube
marine dry cargo containers, the 463 twenty-foot and 100 forty-foot high-cube
refrigerated marine cargo containers, and the 229 twenty-four thousand liter
tanks owned by the Registrant as of December 31, 1996, 20,497 twenty-foot (or
82% thereof), 6,568 forty-foot (or 75% thereof) and 1,623 forty-foot high-cube
marine dry cargo containers (or 91% thereof), 409 twenty-foot (or 88% thereof)
and 100 forty-foot high-cube refrigerated containers (or 100% thereof), and 200
twenty-four thousand liter tanks (or 87% 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 4,560
Master Leases 16,387
40-Foot Dry Cargo Containers:
Term Leases 910
Master Leases 5,658
40-Foot High-Cube Dry Cargo Containers:
Term Leases 66
Master Leases 1,557
20-Foot Refrigerated Cargo Containers:
Term Leases 296
Master Leases 113
40-Foot Refrigerated Cargo Containers:
Term Leases 100
Master Leases -
24,000-Liter Tank Containers:
Term Leases 200
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 16 years, building direct personal
relationships with the local ocean carriers and locally based representatives of
other ocean carriers.
The Leasing Company also maintains agency relationships with over 40
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.
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In addition, the Leasing Company relies on the services of over 350
independently-owned and operated depots around the world to inspect, repair,
maintain and store containers while off-hire. The Leasing Company's area offices
authorize all container movements into and out of the depot and supervise all
repair and maintenance performed by the depot. The Leasing Company's technical
staff sets the standards for repair of its owned and managed fleet throughout
the world and monitors the quality of depot repair work. The depots provide a
vital link to the Leasing Company's operations, as the redelivery of a container
into a depot is the point at which the container is off-hired from one customer
and repaired in preparation for re-leasing to the next, and the point when the
Leasing Company's area offices report the container's movements onto the Leasing
Company's equipment tracking system. The Leasing Company's computer system has
the capability to accommodate future developments, such as allowing depots
access to record directly on the system the on-hire and off-hire activity of
containers delivered into the depot. It also has the capability of verifying the
terms of redelivery authorized by the area offices. These functions are
currently being performed by the Leasing Company's area offices.
(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, 1996, 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.
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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., 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
1996, the ten largest leasing companies (including the Leasing Company)
represented 93% of the global leased fleet. Genstar Container Corp. and
Transamerica Leasing, the two largest container leasing companies, had
approximately 47% of the worldwide leased container fleet at the end of 1996.
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 4 officers, 5 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.
Rental income from leases to foreign customers exceeded 90% of the
Registrant's total rental income for the years 1996, 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.
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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 container rental equipment through December 31, 1996:
<TABLE>
<CAPTION>
Purchased Registrant's
Purchased from from Container Total Average Cost
Equipment Type the General Partner Manufacturers Purchased Per Container
-------------- ------------------- ------------- --------- -------------
<S> <C> <C> <C> <C>
Dry Cargo Containers:
Twenty-foot units 8,357 17,292 25,649 $ 2,368
Forty-foot units 2,884 5,867 8,751 $ 3,781
Forty-foot high-cube units 397 1,400 1,797 $ 4,097
Refrigerated Cargo Containers:
Twenty-foot units 163 300 463 $ 20,192
Forty-foot high-cube units 100 - 100 $ 23,094
Tank Containers:
24,000-liter units 133 96 229 $ 21,164
</TABLE>
The aggregate purchase price (excluding acquisition fees) of the container
rental equipment acquired by the Registrant through December 31, 1996, was
$118,371,769, of which $117,738,769 was paid from the net proceeds of this
offering, and $633,000 remained payable to equipment manufacturers. Of this
equipment, $39,848,185 thereof had been acquired from CCC and $78,523,583
thereof had been acquired from third-party container manufacturers located in
Taiwan, South Korea, India, Indonesia, the People's Republic of China, Italy,
Germany, Turkey, Hong Kong and the United Kingdom. Equipment acquired from CCC
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, 1996, the Registrant has also committed to purchase an
additional 263 twenty-foot dry cargo containers, replacing containers which have
been lost or damaged beyond repair, at an aggregate manufacturer's invoice cost
of approximately $593,000.
Utilization by lessees of the Registrant's containers fluctuates over time
depending on the supply of and demand for containers in the Registrant's
inventory locations. During 1996, utilization of the dry cargo and refrigerated
container fleet averaged 81% and 84% respectively.
During 1996, the Registrant disposed of 115 twenty-foot and 19 forty-foot
and 10 forty-foot high-cube marine dry cargo containers at an average book gain
of $753 per container.
Item 3. Legal Proceedings
As reported by the Registrant in its Current Report on Form 8-K, filed
with the SEC on February 7, 1997, as amended February 26, 1997, on February 3,
1997, Arthur Andersen, London, England, resigned as auditors of the Holding
Company (The Cronos Group). In its letter of resignation, Arthur Andersen states
that it was unable to obtain adequate information in response to inquiries it
had made in connection with its audit of the Holding Company for the year ended
December 31, 1996. In connection with its resignation, Arthur Andersen also
prepared a report pursuant to the provisions of Section 10A(b)(2) of the
Securities Exchange Act of 1934, as amended, for filing by the Holding Company
with the SEC.
Following the report of Arthur Andersen, the SEC, on February 10, 1997,
commenced a private investigation of the Holding Company for the purpose of
investigating the matters discussed in such report and related matters. CCC does
not believe that the focus of the SEC's investigation is upon the Registrant or
CCC. CCC is unable at this time to predict the outcome of the SEC's private
investigation of the Holding Company.
Item 4. Submission of Matters to a Vote of Security Holders
Inapplicable.
10
<PAGE> 11
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, 1996
-------------- -----------------------
<S> <C> <C>
Units of limited partnership
interests 8,178
</TABLE>
(c) Dividends
Inapplicable. For the distributions made by the Registrant to its limited
partners, see Item 6 below, "Selected Financial Data."
11
<PAGE> 12
Item 6. Selected Financial Data
<TABLE>
<CAPTION>
Year Ended December 31,
---------------------------------------------
1996 1995 1994 (1)
------------ ------------ ------------
<S> <C> <C> <C>
Net lease revenue $ 14,160,889 $ 12,596,190 $ 3,862,148
Net earnings $ 7,262,658 $ 6,534,636 $ 1,871,609
Net earnings per unit of
limited partnership interest $ 0.90 $ 1.54 $ 1.56
Cash distributions per unit of
limited partnership interest $ 2.10 $ 1.71 $ 1.11
At year-end:
Total assets $120,636,573 $132,869,334 $ 61,495,788
Partners' capital $119,971,923 $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 operation, reinvest excess cash flow in additional equipment. Aside from
the initial working capital reserve retained from gross subscription proceeds
(equal to approximately 1% of such proceeds), the Registrant relies primarily on
container rental receipts to meet this objective, as well as to finance current
operating needs. No credit lines are maintained to finance working capital.
The Registrant initiated its offering of limited partnership interests to
the public subsequent to December 17, 1993. The Registrant commenced operations
on February 22, 1994 when the minimum subscription proceeds of $2,000,000 was
obtained from at least 100 investors (excluding from such count, Pennsylvania
residents, the general partner, and affiliates of the general partner). At
December 15, 1995, the termination date of the offering, the Registrant had
raised $143,031,380 through the offering of limited partnership interests, from
which it had paid brokerage commissions, reimbursed CCC for public offering
expenses, and purchased equipment.
The Registrant's cash and short-term investment balances as of December
31, 1996 included $694,670 in unexpended proceeds from the offering of limited
partnership interests, together with interest earned thereon, and amounts
reserved as working capital. Of the $694,670 in unexpended proceeds remaining at
December 31, 1996, $633,000 was reserved for equipment delivered by and payable
to equipment manufacturers during the first quarter of 1997. Additionally,
during 1996, the Registrant disbursed $25,854,324 of unexpended proceeds to
finance an additional 1,632 forty-foot and 581 forty-foot high-cube dry cargo
containers and 300 twenty-foot refrigerated cargo containers, as well as 64 tank
containers. The acquisition fees related to these equipment purchases were
$1,292,716. At December 31, 1996, the Registrant has also committed to purchase
an additional 40 twenty-foot and 150 forty-foot dry cargo containers, replacing
containers which have been lost or damaged beyond repair, at an aggregate
manufacturer's invoice cost of approximately $593,000. Approximately $548,000 in
cash generated from equipment sales and reserved as part of the Registrant's
December 31, 1996 cash balances, will be used to finance these purchases.
12
<PAGE> 13
Cash distributions from operations are allocated 5% to the general partner
and 95% to the limited partners. Distribution of sales proceeds are allocated 1%
to the general partner and 99% to the limited partners. This sharing arrangement
will remain in place until the limited partners have received aggregate
distributions in an amount equal to their capital contributions plus an 8%
cumulative, compounded (daily) annual return on their adjusted capital
contributions. Thereafter, all distributions will be allocated 15% to the
general partner and 85% to the limited partners, pursuant to Section 6.1(b) of
the Partnership Agreement. Cash distribution from operations to the general
partner in excess of 5% of distributable cash will be considered an incentive
fee and compensation to the general partner.
From inception through February 28, 1997, the Registrant has distributed
$25,648,364 in cash from operations to its limited partners, or 18% of the
Registrant's original limited partners' investment. Distributions are paid
monthly based primarily on each quarter's cash flow from operations. Monthly
distributions are also affected by periodic increases or decreases to working
capital reserves, as deemed appropriate by the general partner.
Indicative of the cyclical nature of the container leasing business, the
container lease market has followed a general downward trend since mid-1995.
This downturn can be attributed to a fall in growth of containerized export
trade from key markets in Asia and the impact resulting from a build-up of
surplus containers at former high-demand locations. Leasing companies purchased
record amounts of containers in 1994 and 1995, while purchasing a smaller number
than ocean carriers and transport companies in 1996. During 1996, ocean carriers
and other transport companies moved away from leasing containers outright, as
declining container prices, favorable interest rates and the abundance of
available capital resulted in ocean carriers and transport companies purchasing
a larger share of equipment for their own account. This situation has
characterized the latest industry downturn. These leasing market conditions are
expected to continue throughout 1997, impacting the Registrant's liquidity and
capital resources.
Results of Operations
1996 - 1995
A fall in growth of containerized export trade from key Asian markets
contributed to the container leasing market's downward trend during 1996. Also
contributing to the sluggish container leasing market conditions were declining
container prices, favorable interest rates and an abundance of available capital
which resulted in ocean carriers and transport companies purchasing a larger
share of containers for their own account, reducing the demand for leased
containers. Once the demand for leased containers began to fall, per-diem rental
rates were also adversely affected. In order to counter these market conditions,
the Leasing Company implemented various marketing strategies during 1996,
including but not limited to, offering incentives to shipping companies,
repositioning containers to high demand locations and focusing towards term
leases and other leasing opportunities, including the leasing of containers for
local storage.
As the leasing industry's equipment moved into surplus, ocean carriers and
transport companies became increasingly selective about the age and condition of
containers taken on-hire. Many have adopted a policy of only leasing containers
of a certain age or less. It has been the Registrant's experience that in
periods of weak demand, many lessees insist on equipment three to five years of
age. Such criteria currently serves as a barrier to older equipment being taken
on-hire but did not materially impact the leasing opportunities of the
Registrant's fleet, which averaged three years of age at December 31, 1996, or
its results of operations. The primary component of the Registrant's results of
operations is net lease revenue. Net lease revenue is determined by deducting
direct operating expenses, management fees and reimbursed administrative
expenses, from rental revenues billed by the Leasing Company from the leasing of
the Registrant's containers and is directly related to the size, utilization and
per-diem rental rates of the Registrant's fleet. Currently, there are no visible
signs of improvement in the container leasing market, and, hence, further
downward pressure on rental rates and utilization can be expected in 1997. As a
result, these leasing market conditions should restrain the Registrant's results
from operations during 1997.
Gross rental revenue, a component of net lease revenue, increased from
$17,861,828 in 1995 to $21,596,882 in 1996, an increase of 21% from the prior
year. During 1996, gross rental revenue was primarily impacted by the
Registrant's increase in fleet size resulting from the investment of the
remaining unexpended offering proceeds. Average dry cargo container per-diem
rental rates declined approximately 6% when compared to the prior year. However,
average refrigerated and tank container per-diem rental rates increased 5% and
3%, respectively when compared to the prior year, respectively.
13
<PAGE> 14
The Registrant's fleet size, as measured in twenty-foot equivalent units
("TEU"), and average utilization rates at December 31, 1996 and December 31,
1995 were as follows:
<TABLE>
<CAPTION>
1996 1995
---------- ----------
<S> <C> <C>
Fleet size (measured in twenty-foot
equivalent units (TEU))
Dry cargo containers 46,510 39,157
Refrigerated containers 663 363
Tank containers 229 165
Average utilization
Dry cargo containers 80.6% 83.2%
Refrigerated containers 90.8% 96.9%
Tank containers 87.3% 98.2%
</TABLE>
Rental equipment operating expenses, when measured as a percentage of
rental revenue, increased from an average of 17% in 1995 to an average of 22% in
1996. This increase can be attributed to higher storage and handling costs
associated with lower equipment utilization and increased repositioning costs.
The Registrant disposed of 115 twenty-foot, 19 forty-foot and 10
forty-foot high-cube marine dry cargo containers during 1996, as compared to 54
twenty-foot and 13 forty-foot marine dry cargo containers during 1995. 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.
As reported in the Registrant's Current Report on Form 8-K and Amendment
No. 1 to Current Report on Form 8-K, filed with the Commission on February 7,
1997 and February 26, 1997, respectively, Arthur Andersen, London, England,
resigned as auditors of The Cronos Group, a Luxembourg Corporation headquartered
in Orchard Lea, England (the "Parent Company"), on February 3, 1997.
The Parent Company is the indirect corporate parent of Cronos Capital
Corp., the General Partner of the Registrant. In its letter of resignation to
the Parent Company, Arthur Andersen states that it resigned as auditors of the
Parent Company and all other entities affiliated with the Parent Company. While
its letter of resignation was not addressed to the General Partner of the
Registrant, Arthur Andersen confirmed to the General Partner that its
resignation as auditors of the entities referred to in its letter of resignation
included its resignation as auditors of Cronos Capital Corp. and the Registrant.
The Registrant retained a new auditor, Moore Stephens, P.C., on April 10,
1997, as reported in its Current Report on Form 8-K, filed April 14, 1997.
The Registrant does not, at this time, have sufficient information to
respond to the concerns raised by Arthur Andersen with respect to its 1996 audit
of the Parent Company or the impact, if any, these concerns may have on the
future operating results and financial condition of the Registrant or the
General Partner's and Leasing Company's ability to manage the Registrant's
business and fleet in subsequent periods. However, the General Partner of the
Registrant does not believe, based upon the information currently available to
it, that Arthur Andersen's resignation was triggered by any concern over the
accounting policies and procedures followed by the Registrant.
Arthur Andersen's report on the financial statements of Cronos Capital
Corp. and the Registrant, for either of the past two years, has not contained an
adverse opinion or a disclaimer of opinion, nor was any such report qualified or
modified as to uncertainty, audit scope, or accounting principles.
During the Registrant's two most recent fiscal years and the subsequent
interim period preceding Arthur Andersen's resignation, there have been no
disagreements between Cronos Capital Corp. or the Registrant and Arthur Andersen
on any matter of accounting principles or practices, financial statement
disclosure, or auditing scope or procedure.
14
<PAGE> 15
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. 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 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>
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.
Cautionary Statement
This Annual Report on Form 10-K contains statements relating to future
results of the Registrant, including certain projections and business trends,
that are "forward-looking statements" as defined in the Private Securities
Litigation Reform Act of 1995. Actual results may differ materially from those
projected as a result of certain risks and uncertainties, including but not
limited to changes in: economic conditions; trade policies; demand for and
market acceptance of leased marine cargo containers; competitive utilization and
per-diem rental rate pressures; as well as other risks and uncertainties,
including but not limited to those described in the above discussion of the
marine container leasing business under Item 7., Management's Discussion and
Analysis of Financial Condition and Results of Operations; and those detailed
from time to time in the filings of the Registrant with the Securities and
Exchange Commission.
Item 8. Financial Statements and Supplementary Data
15
<PAGE> 16
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
The Partners
Cronos Global Income Fund XV, L.P.:
We have audited the accompanying balance sheet of Cronos Global Income Fund XV,
L.P., as of December 31, 1996, and the related statements of operations,
partners' capital, and cash flows for the year then ended. These financial
statements are the responsibility of the Partnership's management. Our
responsibility is to express an opinion on these financial statements based on
our audit.
We conducted our audit 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 audit provides 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, 1996, and the results of its operations and its cash
flows for the year then ended in conformity with generally accepted accounting
principles.
Our audit was conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplementary information included in
Schedule 1, for the year ended December 31, 1996, is presented for purposes of
additional analysis and is not a required part of the basic financial
statements. Such information has been subjected to the auditing procedures
applied in the audit of the basic financial statements and, in our opinion, is
fairly stated in all material respects in relation to the basic financial
statements taken as a whole.
Moore Stephens, P.C.
Certified Public Accountants
New York, New York,
June 6, 1997
16
<PAGE> 17
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
The Partners
Cronos Global Income Fund XV, L.P.:
We have audited the accompanying balance sheet of Cronos Global Income Fund XV,
L.P., as of December 31, 1995, 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 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 audit of the basic financial
statements and, in our opinion, is fairly stated in all material respects in
relation to the basic financial statements taken as a whole.
Arthur Andersen LLP
San Francisco, California,
March 15, 1996
17
<PAGE> 18
CRONOS GLOBAL INCOME FUND XV, L.P.
BALANCE SHEETS
DECEMBER 31, 1996 AND 1995
<TABLE>
<CAPTION>
Assets 1996 1995
------------- -------------
<S> <C> <C>
Current assets:
Cash and cash equivalents, includes $5,508,329 in 1996
and $34,049,316 in 1995 in interest-bearing accounts (note 2) $ 5,508,568 $ 34,051,217
Net lease receivables due from Leasing Company
(notes 1 and 4) 2,835,397 2,130,519
------------- -------------
Total current assets 8,343,965 36,181,736
------------- -------------
Container rental equipment, at cost 123,720,710 100,639,251
Less accumulated depreciation 13,265,647 6,375,758
------------- -------------
Net container rental equipment 110,455,063 94,263,493
------------- -------------
Organizational costs, net (note 3) 1,837,545 2,424,105
------------- -------------
$ 120,636,573 $ 132,869,334
============= =============
Liabilities and Partners' Capital
Current liabilities:
Due to general partner (notes 1 and 5) $ 31,650 $ 118,059
Interest payable -- 10,967
Container rental equipment purchases payable 633,000 4,250,500
------------- -------------
Total current liabilities 664,650 4,379,526
------------- -------------
Commitments (note 14) -- --
Partners' capital (deficit):
General partner (19,059) (41,287)
Limited partners (note 11) 119,990,982 128,531,095
------------- -------------
Total partners' capital 119,971,923 128,489,808
------------- -------------
$ 120,636,573 $ 132,869,334
============= =============
</TABLE>
The accompanying notes are an integral part of these financial statements.
18
<PAGE> 19
CRONOS GLOBAL INCOME FUND XV, L.P.
STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED DECEMBER 31, 1996, 1995, AND THE PERIOD
FEBRUARY 22, 1994 (COMMENCEMENT OF OPERATIONS)
TO DECEMBER 31, 1994
<TABLE>
<CAPTION>
1996 1995 1994
------------ ------------ ------------
<S> <C> <C> <C>
Net lease revenue (notes 1 and 9) $ 14,160,889 $ 12,596,190 $ 3,862,148
Other operating expenses:
Depreciation and amortization (notes 1 and 3) 7,526,317 5,459,259 1,561,826
Other general and administrative expenses 168,146 93,551 40,532
------------ ------------ ------------
7,694,463 5,552,810 1,602,358
------------ ------------ ------------
Earnings from operations 6,466,426 7,043,380 2,259,790
Other income (expenses):
Interest income 687,741 217,039 12,728
Net gain on disposal of equipment 108,491 39,967 8,714
Interest expense -- (765,750) (409,623)
------------ ------------ ------------
796,232 (508,744) (388,181)
------------ ------------ ------------
Net earnings $ 7,262,658 $ 6,534,636 $ 1,871,609
============ ============ ============
Allocation of net earnings:
General partner $ 811,254 $ 317,218 $ 72,779
Limited partners 6,451,404 6,217,418 1,798,830
------------ ------------ ------------
$ 7,262,658 $ 6,534,636 $ 1,871,609
============ ============ ============
Limited partners' per unit share of net earnings $ 0.90 $ 1.54 $ 1.56
============ ============ ============
</TABLE>
The accompanying notes are an integral part of these financial statements.
19
<PAGE> 20
CRONOS GLOBAL INCOME FUND XV, L.P.
STATEMENTS OF PARTNERS' CAPITAL
FOR THE YEARS ENDED DECEMBER 31, 1996, 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
Net earnings 6,451,403 811,255 7,262,658
Cash distributions (14,991,516) (789,027) (15,780,543)
------------- ------------- -------------
Balances at December 31, 1996 $ 119,990,982 $ (19,059) $ 119,971,923
============= ============= =============
</TABLE>
The accompanying notes are an integral part of these financial statements.
20
<PAGE> 21
CRONOS GLOBAL INCOME FUND XV, L.P.
STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 1996, 1995, AND FOR THE PERIOD
FEBRUARY 22, 1994 (COMMENCEMENT OF OPERATIONS)
TO DECEMBER 31, 1994
<TABLE>
<CAPTION>
1996 1995 1994
------------ ------------ ------------
<S> <C> <C> <C>
Cash flows from operating activities:
Net earnings $ 7,262,658 $ 6,534,636 $ 1,871,609
Adjustments to reconcile net earnings to net cash
provided by (used in) operating activities:
Depreciation and amortization 7,526,317 5,459,259 1,561,826
Net gain on disposal of equipment (108,491) (39,967) (8,714)
Increase in net lease receivables due from
Leasing Company (704,878) (1,050,268) (994,388)
Increase (decrease) in interest payable (10,967) (35,033) 46,000
------------ ------------ ------------
Total adjustments 6,701,981 4,333,991 604,724
------------ ------------ ------------
Net cash provided by operating activities 13,964,639 10,868,627 2,476,333
------------ ------------ ------------
Cash flows provided by (used in) investing activities:
Proceeds from sale of container rental equipment 429,306 159,434 5,093
Purchases of container rental equipment (25,854,324) (37,959,707) (53,924,738)
Acquisition fees paid to general partner (1,292,716) (2,724,698) (1,869,524)
------------ ------------ ------------
Net cash used in investing activities (26,717,734) (40,524,971) (55,789,169)
------------ ------------ ------------
Cash flows provided by (used in) financing activities:
Capital contributions -- 97,001,900 46,030,380
Underwriting commissions -- (9,700,190) (4,602,948)
Offering and organizational expenses (9,011) (1,497,118) (1,471,423)
Distributions to partners (15,780,543) (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 (used in) financing activities (15,789,554) 61,975,358 55,044,939
------------ ------------ ------------
Net increase (decrease) in cash and cash equivalents (28,542,649) 32,319,014 1,732,103
------------ ------------ ------------
Cash and cash equivalents at beginning at year 34,051,217 1,732,203 100
------------ ------------ ------------
Cash and cash equivalents at end of year $ 5,508,568 $ 34,051,217 $ 1,732,203
------------ ------------ ------------
Supplemental disclosures for cash flow information:
Cash paid during the year for:
Interest $ 10,967 $ 800,783 $ 363,624
============ ============ ============
</TABLE>
The accompanying notes are an integral part of these financial statements.
21
<PAGE> 22
CRONOS GLOBAL INCOME FUND XV, L.P.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1996, 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 the business of the Partnership. The Partnership
shall continue until December 31, 2012, unless sooner terminated
upon the occurrence of certain events.
The Partnership commenced operations on February 22, 1994, when the
minimum subscription proceeds of $2,000,000 were received from over
100 subscribers (excluding from such count Pennsylvania residents,
the general partner, and all affiliates of the general partner). The
Partnership offered 7,500,000 units of limited partnership interest
at $20 per unit or $150,000,000. The offering terminated on December
15, 1995, at which time 7,151,569 limited partnership units had been
purchased.
As of December 31, 1996, the Partnership operated 25,492
twenty-foot, 8,721 forty-foot and 1,788 forty-foot high-cube marine
dry cargo containers, 463 twenty-foot and 100 forty-foot
refrigerated containers and 229 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.
22
<PAGE> 23
CRONOS GLOBAL INCOME FUND XV, L.P.
NOTES TO FINANCIAL STATEMENTS
(c) Basis of Accounting
The Partnership utilizes the accrual method of accounting. Net lease
revenue is recorded by the Partnership in each period based upon its
leasing agent agreement with the Leasing Company. Net lease revenue
is generally dependent upon operating lease rentals from operating
lease agreements between the Leasing Company and its various
lessees, less direct operating expenses and management fees due in
respect of the containers specified in each operating lease
agreement.
The preparation of financial statements in conformity with generally
accepted accounting principles (GAAP) requires the Partnership to
make estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the reported
amounts of revenues and expenses during the reporting period. Actual
results could differ from those estimates.
(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 container rental equipment. The fees are payable in two or
more installments commencing in the year of purchase.
(f) Container Rental Equipment
In March 1995, the Financial Accounting Standards Board issued SFAS
No. 121, "Accounting for the Impairment of Long-Lived Assets and for
Long -Lived Assets to Be Disposed Of." The Statement requires that
long-lived assets and certain identifiable intangibles to be held
and used by an entity be reviewed for impairment whenever events or
changes in circumstances indicate that the carrying amount of an
asset may not be fully recoverable. The Partnership adopted SFAS No.
121 during 1996. In accordance with SFAS 121, container rental
equipment is carried at the lower of the container rental
equipment's original equipment cost, including capitalized
acquisition fees, or the estimated recoverable value of such
equipment. There were no reductions to the carrying value of
container rental equipment during 1996.
Container rental equipment is depreciated over a twelve-year life on
a straight line basis to its salvage value, estimated to be 30%.
23
<PAGE> 24
CRONOS GLOBAL INCOME FUND XV, L.P.
NOTES TO FINANCIAL STATEMENTS
(g) Amortization
The Partnership's organization costs are being amortized over 60
months on a straight-line basis. Loan origination fees were
amortized over the term of the loan.
(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.
(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.
(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 1994 amounts to present
them on a basis consistent with 1995 classifications.
(2) Cash and Cash Equivalents
Cash equivalents include highly liquid investments with a maturity of
three months or less on their acquisition date. Accordingly, cash
equivalents are carried at cost which approximates fair value. The
Partnership maintains its cash and cash equivalents in accounts which, at
times, may exceed federally insured limits. The Partnership has not
experienced any losses in such accounts and believes it is not exposed to
any significant credit risk. The Partnership places its cash equivalents
in investment grade, short term debt instruments and limits the amount of
credit exposure to any one commercial issuer.
24
<PAGE> 25
CRONOS GLOBAL INCOME FUND XV, L.P.
NOTES TO FINANCIAL STATEMENTS
(3) Organization Costs, Net
The Partnership incurred $2,977,551 in offering and organizational costs
and loan origination fees during its offering period. Amortization of
these costs was $595,571, $497,402 and $141,658 in 1996, 1995 and 1994,
respectively.
(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,
1996 and December 31, 1995 were as follows:
<TABLE>
<CAPTION>
December 31, December 31,
1996 1995
------------ ------------
<S> <C> <C>
Lease receivables, net of doubtful accounts
of $103,642 in 1996 and $201,958 in 1995 $ 4,774,921 $ 3,857,584
Less:
Direct operating payables and accrued expenses 1,121,152 740,754
Damage protection reserve (note 6) 369,212 537,205
Base management fees 347,587 361,199
Reimbursed administrative expenses 101,573 87,907
------------ ------------
$ 2,835,397 $ 2,130,519
============ ============
</TABLE>
(5) Due to General Partner
The amounts due to CCC at December 31, 1996 and 1995 consisted of
acquisition fees.
(6) Damage Protection Plan
The Leasing Company offers a repair service to several lessees of the
Partnership's containers, whereby the lessee pays an additional rental fee
for the convenience of having the Partnership incur the repair expense for
containers damaged while on lease. This fee is recorded as revenue when
earned according to the terms of the rental contract. A reserve has been
established to provide for the estimated costs incurred by this service.
This reserve is a component of net lease receivables due from the Leasing
Company (see note 4). The Partnership is not responsible in the event
repair costs exceed predetermined limits, or for repairs that are required
for damages not defined by the damage protection plan agreement.
25
<PAGE> 26
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) Container Rental Equipment Purchases
As of December 31, 1996, the Partnership had purchased the following types
of container rental 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 17,292 25,649 $ 2,368
Forty-foot units 2,884 5,867 8,751 $ 3,781
Forty-foot high-cube units 397 1,400 1,797 $ 4,097
Refrigerated Cargo Containers:
Twenty-foot units 163 300 463 $20,192
Forty-foot high-cube units 100 -- 100 $23,094
Tank Containers:
24,000-liter units 133 96 229 $21,164
</TABLE>
26
<PAGE> 27
CRONOS GLOBAL INCOME FUND XV, L.P.
NOTES TO FINANCIAL STATEMENTS
(8) Container Rental Equipment Purchases - Continued
The aggregate purchase price (excluding acquisition fees) of the equipment
acquired by the Partnership through December 31, 1996 was $118,371,769, of
which $117,738,769 was paid from the net proceeds of this offering, and
$633,000 remained payable to equipment manufacturers. Of the aggregate
equipment, $39,848,185 thereof had been acquired from CCC and $78,523,583
thereof had been acquired from third-party container manufacturers located
in Taiwan, South Korea, India, Indonesia, the People's Republic of China,
Italy, Germany, Turkey, Hong Kong and the United Kingdom. Equipment
acquired from CCC 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.
(9) Net Lease Revenue
Net lease revenue is determined by deducting direct operating expenses,
base management fees and reimbursed administrative expenses to CCC and its
affiliates from the rental revenue billed by the Leasing Company under
operating leases to ocean carriers for the containers owned by the
Partnership. Net lease revenue for the years ended December 31, 1996 and
1995 and the period February 22, 1994 (commencement of operations) to
December 31, 1994 was as follows:
<TABLE>
<CAPTION>
1996 1995 1994
----------- ----------- -----------
<S> <C> <C> <C>
Rental revenue (note 13) $21,596,882 $17,861,828 $ 5,641,028
Less:
Rental equipment operating expenses 4,719,176 3,052,250 1,022,222
Base management fees (note 10) 1,499,869 1,237,071 435,866
Reimbursed administrative expenses (note 10) 1,216,948 976,317 320,792
----------- ----------- -----------
$14,160,889 $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>
1996 1995 1994
---------- ---------- ----------
<S> <C> <C> <C>
Base management fees $1,499,869 $1,237,071 $ 435,866
Reimbursed administrative expenses 1,216,948 976,317 320,792
Acquisition fees 1,168,316 1,952,066 2,798,206
Commission on sale of limited partnership units -- 1,950,734 920,590
---------- ---------- ----------
$3,885,133 $6,116,188 $4,475,454
========== ========== ==========
</TABLE>
27
<PAGE> 28
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, 1996, 1995
and 1994 was $16.78, $17.97 and $18.22, respectively. This is calculated
by dividing the limited partners' capital at the end of 1996 and 1995 by
7,151,569 and the limited partner's capital at the end of 1994 by
2,301,474, the total number of limited partnership units. The weighted
average number of partnership units used in determining the limited
partners' per unit share of net earnings at December 31, 1996, 1995 and
1994 was 7,151,569, 4,048,983 and 1,155,682, respectively.
(12) Income Taxes
The reconciliation of net earnings as reported in the statement of
operations and as would be reported for federal tax purposes for the years
ended December 31, 1996, 1995 and 1994 are as follows:
<TABLE>
<CAPTION>
1996 1995 1994
------------ ------------ ------------
<S> <C> <C> <C>
Net earnings per statement of operations $ 7,262,658 $ 6,534,636 $ 1,871,609
Depreciation for income tax purposes in excess of
depreciation for financial statement purposes (11,733,622) (8,305,894) (3,472,769)
Gain on disposition of assets for tax purposes in excess of
(less than) gain on disposition for financial statement purposes 48,798 8,039 (567)
Amortization expense for tax purposes less than
amortization for financial statement purposes 528,703 355,596 62,248
Bad debt expense for tax purposes (in excess of) less than
bad debt expense for financial statement purposes (98,316) 165,783 36,172
------------ ------------ ------------
Net loss for federal tax purposes $ (3,991,779) $ (1,241,840) $ (1,503,307)
============ ============ ============
</TABLE>
At December 31, 1996, the tax basis of total partners' capital was
$111,869,236.
(13) Major Lessees
No single lessee contributed more than 10% of the rental revenue earned
during 1996, 1995 and 1994. The Partnership believes that the
profitability of, and risks associated with, leases to foreign customers
is generally the same as those of leases to domestic customers. The
operating lease agreements generally require all payments to be made in
United States currency. The Partnership's operations are subject to the
fluctuations of worldwide economic and political conditions that may
affect the pattern and levels of world trade.
(14) Commitments
At December 31, 1996, the Partnership committed to purchase an additional
263 twenty-foot dry cargo containers at an aggregate manufacturers invoice
cost of approximately $593,000.
28
<PAGE> 29
CRONOS GLOBAL INCOME FUND XV, L.P.
NOTES TO FINANCIAL STATEMENTS
(15) Subsequent Events
As reported in the Partnership's Current Report on Form 8-K and Amendment
No. 1 to Current Report on Form 8-K, filed with the Commission on February
7, 1997 and February 26, 1997, respectively, Arthur Andersen, London,
England, resigned as auditors of The Cronos Group (the "Holding Company")
on February 3, 1997.
The Cronos Group is the indirect corporate parent of CCC. In its letter of
resignation to The Cronos Group, Arthur Andersen states that it resigned
as auditors of The Cronos Group and all other entities affiliated with The
Cronos Group. While its letter of resignation was not addressed to CCC,
Arthur Andersen confirmed to CCC that its resignation as auditors of the
entities referred to in its letter of resignation included its resignation
as auditors of CCC and the Partnership. In its letter of resignation,
Arthur Andersen states that it was unable to obtain adequate information
in response to inquiries it had made in connection with its audit of the
Holding Company for the year ended December 31, 1996.
The Partnership does not, at this time, have sufficient information to
determine the impact, if any, that the concerns expressed by Arthur
Andersen in its letter of resignation may have on the future operating
results and financial condition of the Partnership or the Leasing
Company's ability to manage the Partnership's fleet in subsequent periods.
However, CCC does not believe, based upon the information currently
available to it, that Arthur Andersen's resignation was triggered by any
concern over the accounting policies and procedures followed by the
Partnership.
Arthur Andersen's report on the financial statements of CCC and the
Partnership, for the previous two years, has not contained an adverse
opinion or a disclaimer of opinion, nor was any such report qualified or
modified as to uncertainty, audit scope, or accounting principles.
During the Partnership's previous two fiscal years and the subsequent
interim period preceding Arthur Andersen's resignation, there have been no
disagreements between CCC or the Partnership and Arthur Andersen on any
matter of accounting principles or practices, financial statement
disclosure, or auditing scope or procedure.
The Partnership retained a new auditor, Moore Stephens, P.C., on April 10,
1997, as reported in its current report on Form 8-K, filed April 14, 1997.
In connection with its resignation, Arthur Andersen also prepared a report
pursuant to the provisions of Section 10A(b)(2) of the Securities Exchange
Act of 1934, as amended, for filing by the Holding Company with the
Securities and Exchange Commission (the "SEC"). Following the report of
Arthur Andersen, the SEC, on February 10, 1997, commenced a private
investigation of the Holding Company for the purpose of investigating the
matters discussed in such report and related matters. The Partnership does
not believe that the focus of the SEC's investigation is upon the
Partnership or CCC. CCC is unable to predict the outcome of the SEC's
private investigation of the Holding Company.
29
<PAGE> 30
SCHEDULE I
CRONOS GLOBAL INCOME FUND XV, L.P.
SCHEDULE OF REIMBURSED ADMINISTRATIVE EXPENSES
PURSUANT TO ARTICLE IV SECTION 4.4
OF THE PARTNERSHIP AGREEMENT
FOR THE YEARS ENDED DECEMBER 31, 1996, 1995, AND FOR THE PERIOD
FEBRUARY 22, 1994 (COMMENCEMENT OF OPERATIONS)
TO DECEMBER 31, 1994
<TABLE>
<CAPTION>
1996 1995 1994
---------- ---------- ----------
<S> <C> <C> <C>
Salaries $ 578,853 $ 493,372 $ 159,487
Other payroll related expenses 101,002 79,838 40,501
General and administrative expenses 537,094 403,107 120,804
---------- ---------- ----------
Total reimbursed administrative expenses $1,216,949 $ 976,317 $ 320,792
========== ========== ==========
</TABLE>
See report of independent public accountants
30
<PAGE> 31
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure
The Registrant's discussion regarding the resignation of its certifying
accountant is included in the Registrant's Report on Form 8-K, dated February 3,
1997 and filed February 7, 1997 and Amendment No. 1 to the Registrant's Report
on Form 8-K, dated February 3, 1997 and filed February 26, 1997, incorporated
herein by reference.
The Registrant retained a new auditor, Moore Stephens, P.C., on April 10,
1997, as reported in its Current Report on Form 8-K, filed April 14, 1997.
31
<PAGE> 32
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 June 4, 1997, are
as follows:
<TABLE>
<CAPTION>
Name Office
- ------------------------ ----------------------------------------------------
<S> <C>
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
</TABLE>
DENNIS J. TIETZ Mr. Tietz, 44, as President and Chief Executive Officer,
is responsible for the general management of CCC. From 1986 until August 1992,
Mr. Tietz was responsible for the organization, marketing and after-market
support of CCC's investment programs. Mr. Tietz is also President and a director
of Cronos Securities Corp. Mr. Tietz was a regional manager for CCC, responsible
for various container leasing activities in the U.S. and Europe from 1981 to
1986. Prior to joining CCC in December 1981, Mr. Tietz was employed by Trans
Ocean Leasing Corporation as Regional Manager based in Houston, with
responsibility for all leasing and operational activities in the U.S. Gulf.
Mr. Tietz holds a B.S. degree in Business Administration from San Jose
State University and is a Registered Securities Principal with the NASD.
JOHN P. MCDONALD Mr. McDonald, 35, 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, 48, 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, 34, 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.
32
<PAGE> 33
LAURENCE P. SARGENT Mr. Sargent, 67, 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, 43, 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.
The key management personnel of the Leasing Company at June 4, 1997, were
as follows:
<TABLE>
<CAPTION>
Name Title
- ----------------- ----------------------------------------------
<S> <C>
Steve Brocato President
Peter J. Younger Vice President/Chief Financial Officer
John M. Foy Vice President/Americas
Nico Sciacovelli Vice President/Europe, Middle East and Africa
Harris H. T. Ho Vice President/Asia Pacific
David Heather Vice President/Technical Services
John C. Kirby Vice President/Operations
J. Gordon Steel Vice President/Tank Container Division
</TABLE>
STEVE BROCATO Mr. Brocato, 44, was elected President of the Leasing
Company's container division in June 1997, replacing Mr. Nigel J. Stribley, and
is based in the United Kingdom. Mr. Brocato has held various positions since
joining Cronos including, Vice president - Corporate Affairs and Director of
Marketing - Refrigerated Containers for Cronos in North and South America. Prior
to joining Cronos, Mr. Brocato was a Vice President for ICCU Containers from
1983 to 1985 and was responsible for dry cargo container marketing and
operations for the Americas. From 1981 to 1983, he was regional manager for
Trans Ocean leasing Ltd.
PETER J. YOUNGER Mr. Younger, 40, was elected Chief Financial Officer of
The Cronos Group in March, 1997, replacing Mr. A. Darrell Ponniah, and is based
in the United Kingdom. Mr. Younger was appointed Vice President and Controller
of Cronos in 1991. He joined IEA in 1987 and served as Director of Accounting
and the Vice President and Controller, based in San Francisco. Prior to 1987,
Mr. Younger was a certified public accountant and a principal with the
accounting firm of Johnson, Glaze and Co. in Salem, Oregon. Mr. Younger holds a
B.S. degree in Business Administration from Western Baptist College.
33
<PAGE> 34
JOHN M. FOY Mr. Foy, 51, is directly responsible for the Leasing
Company's lease marketing and operations in North America, Central America, and
South America, and is based in San Francisco. From 1985 to 1993, Mr. Foy was
Vice President/Pacific with responsibility for dry cargo container lease
marketing and operations in the Pacific Basin. From 1977 to 1985 Mr. Foy was
Vice President of Marketing for Nautilus Leasing Services in San Francisco with
responsibility for worldwide leasing activities. From 1974 to 1977, Mr. Foy was
Regional Manager for Flexi-Van Leasing, a container lessor, with responsibility
for container leasing activities in the Western United States. Mr. Foy holds a
B.A. degree in Political Science from University of the Pacific, and a Bachelor
of Foreign Trade from Thunderbird Graduate School of International Management.
NICO SCIACOVELLI Mr. Sciacovelli, 47, was elected Vice President -
Europe, Middle East and Africa in June 1997, replacing Mr. Geoffrey Mornard. Mr.
Sciacovelli is directly responsible for the Leasing Company's lease marketing
and operations in Europe, the Middle East and Africa and is based in Italy.
Since joining Cronos in 1983, Mr. Sciacovelli served as Area Director and Area
Manager for Southern Europe. Prior to joining Cronos, Mr. Sciacovelli was a
Sales Manager at Interpool Ltd.
HARRIS H. T. HO Mr. Ho, 39, was elected Vice President - Asia Pacific in
June 1997, replacing Mr. Danny Wong. Mr. Ho is directly responsible for the
Leasing Company's lease marketing and operations in Asia, Australia and the
Indian sub-continent and is based in Hong Kong. Since joining Cronos in 1990,
Mr. Ho served as Area Director, Hong Kong and China. Prior to joining Cronos,
Mr. Ho was a Manager at Sea Containers Pacific Ltd and Sea Containers Hong Kong
Limited from 1981 to 1990, responsible for container marketing within Asia. From
1978 to 1981, Mr. Ho was Senior Equipment Controller for Hong Kong Container
Line. Mr. Ho holds a Diploma of Management Studies in Marketing from The Hong
Kong Polytechnic and The Hong Kong Management Association.
DAVID HEATHER Mr. Heather, 49, 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, 43, 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, 64, 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.
34
<PAGE> 35
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,
1996.
<TABLE>
<CAPTION>
Cash Fees and
Name Description Distributions
---- ----------- -------------
<S> <C> <C> <C>
1) CCC Acquisition fee - equal to 5% of the purchase $1,292,716
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 $1,513,480
lease revenues attributable to operating
leases pursuant to Section 4.3 of the
Limited Partnership Agreement
3) CCC Reimbursed administrative expenses - equal to $ 160,358
the costs expended by CCC and its affiliates
CCL for services necessary to the prudent operation $1,042,924
of the Registrant pursuant to Section 4.4 of the
Limited Partnership Agreement
4) CCC Interest in Fund - 5% of distributions of $ 789,027
distributable cash for any quarter pursuant
to Section 6.1 of the Limited Partnership
Agreement
</TABLE>
35
<PAGE> 36
Item 12. Security Ownership of Certain Beneficial Owners and Management -
(Continued)
(a) Security Ownership of Certain Beneficial Owners
There is no person or "group" of persons known to the management of CCC to
be the beneficial owner of more than five percent of the outstanding units of
limited partnership interests of the Registrant.
(b) Security Ownership of Management
The Registrant has no directors or officers. It is managed by CCC. CCC
owns five units, representing 0.00007% of the total amount of units outstanding.
(c) Changes in Control
Inapplicable.
Item 13. Certain Relationships and Related Transactions
(a) Transactions with Management and Others
The Registrant's only transactions with management and other related
parties during 1996 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.
36
<PAGE> 37
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>
Reports of Independent Public Accountants....................................... 16, 17
Balance sheets - December 31, 1996 and 1995..................................... 18
Statements of operations - for the years ended December 31,
1996 and 1995 and for the period February 22, 1994
(commencement of operations) to
December 31, 1994............................................................... 19
Statements of partners' capital - for the years ended December
31, 1996 and 1995 and for the period February 22, 1994
(commencement of operations) to
December 31, 1994............................................................... 20
Statements of cash flows - for the years ended December 31,
1996 and 1995 and for the period February 22, 1994
(commencement of operations) to
December 31, 1994............................................................... 21
Notes to financial statements................................................... 22
Schedule of Reimbursed Administrative Expenses.................................. 30
</TABLE>
All other schedules are omitted as the information is not required or the
information is included in the financial statements or notes thereto.
<PAGE> 38
(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
</TABLE>
(b) Reports on Form 8-K
The Registrant filed a Report on Form 8-K, February 7, 1997 and Amendment
No. 1 to Report on Form 8-K, February 26, 1997, reporting the resignation
of the Registrant's certifying accountant.
The Registrant filed a Report on Form 8-K, April 14, 1997, reporting the
appointment of the Registrant's successor certifying accountant.
- ----------
* Incorporated by reference to Exhibit "A" to the Prospectus of the
Registrant dated December 17, 1993, included as part of Registration
Statement on Form S-1 (No. 33-69356)
** Incorporated by reference to Exhibit 3.2 to the Registration Statement on
Form S-1 (No. 33-69356)
*** Incorporated by reference to Exhibit 10.2 to the Registration Statement on
Form S-1 (No. 33-69356)
<PAGE> 39
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
Principal Finance and Accounting Officer
Date: June 16, 1997
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 June 16, 1997
- ----------------------------- Cronos Capital Corp.
Dennis J. Tietz ("CCC") (Principal Executive
Officer of CCC)
/s/ John Kallas Vice President/Treasurer June 16, 1997
- ----------------------------- (Principal Finance and
John Kallas Accounting Officer of CCC)
/s/ Laurence P. Sargent Director of CCC June 16, 1997
- -----------------------------
Laurence P. Sargent
</TABLE>
SUPPLEMENTAL INFORMATION
The Registrant's annual report will be furnished to its limited partners
on or about July 18, 1997. 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> 40
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, 1996 AND THE STATEMENTS OF OPERATIONS FOR THE TWELVE
MONTHS ENDED DECEMBER 31, 1996 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO
SUCH FINANCIAL STATEMENTS INCLUDED AS PART OF ITS ANNUAL REPORT ON FORM 10-K FOR
THE PERIOD DECEMBER 31, 1996.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> DEC-31-1996
<CASH> 5,508,568
<SECURITIES> 0
<RECEIVABLES> 2,835,397
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 8,343,965
<PP&E> 123,720,710
<DEPRECIATION> 13,265,647
<TOTAL-ASSETS> 120,636,573
<CURRENT-LIABILITIES> 664,650
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 119,971,923
<TOTAL-LIABILITY-AND-EQUITY> 120,636,573
<SALES> 0
<TOTAL-REVENUES> 14,160,889
<CGS> 0
<TOTAL-COSTS> 7,694,463
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 7,262,658
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
