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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
COMMISSION FILE NUMBER: 0-23886
(Check One):
[ ] Form 10-K [ ] Form 20-F [ ] Form 11-K [X] Form 10-Q [ ] Form N-SAR
For Period Ended: March 31, 1997
[ ] Transition Report on Form 10-K
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q
[ ] Transition Report on Form N-SAR For the Transition Period Ended: ___________
________________________________________________________________________________
PART I -- REGISTRANT INFORMATION
Cronos Global Income Fund XV, L.P.
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Full Name of Registrant
Former Name if Applicable
444 Market Street, 15th Floor
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Address of Principal Executive Office (Street and Number)
San Francisco, CA 94111
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City, State and Zip Code
PART II -- RULES 12b-25 (b) AND (c)
If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check box if appropriate)
[ ] (a) The reasons described in reasonable detail in Part III of this
form could not be eliminated without reasonable effort or expense;
[X] (b) The subject annual report, semi-annual report, transition report
on Form 10-K, Form 20-F, 11-K, Form N-SAR, or portion thereof,
will be filed on or before the fifteenth calendar day following
the prescribed due date; or the subject quarterly report of
transition report on Form 10-Q, or portion thereof will be filed
on or before the fifth calendar day following the prescribed due
date; and
[ ] (c) The accountant's statement or other exhibit required by Rule
12b-25(c) has been attached if applicable.
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PART III -- NARRATIVE
As reported in the Registrant's Current Report on Form 8-K, filed February
7, 1997, and Amendment No. 1 to Current Report on Form 8-K, filed February 26,
1997, 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 is resigning as auditors of the
Parent Company and all other entities affiliated with the Parent Company. While
its letter of resignation is not addressed to the General Partner of the
Registrant, Arthur Andersen has confirmed to the General Partner that its
resignation as auditors of the entities referred to in its letter of resignation
includes its resignation as auditors of Cronos Capital Corp. and the Registrant.
Due to the nature and timing of Arthur Andersen's resignation, the Parent
Company and General Partner were unable to name a successor auditor on behalf of
the Registrant until it retained Moore Stephens, P.C. ("Moore Stephens") on
April 10, 1997, as reported in the Registrant's Current Report on Form 8-K,
filed April 14, 1997. Moore Stephens has recently commenced its audit of the
Registrant's financial statements for the year ending December 31, 1996. The
period subsequent to Moore Stephens' appointment has been occupied with
reviewing the predecessor's audit workpapers and gaining an understanding of the
Registrant's, General Partner's and Parent Company's business. As a result of
the aforementioned resignation and subsequent appointment of Moore Stephens as
successor auditor, the Registrant has been unable to complete its audit and file
its Annual Report on Form 10-K for the period ending December 31, 1996 within
the 15 day extension provided by Rule 12B-25 and its Quarterly Report on Form
10-Q for the period ending March 31, 1997. The Registrant will undertake to file
its Annual Report on Form 10-K for the period ending December 31, 1996 and its
Quarterly Report on Form 10-Q for the period ending March 31, 1997 with the
Commission no later than June 15, 1997.
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PART IV -- OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
John Kallas 415 677-8990
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(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under section 13 or 15(d)
of the Securities Exchange Act of 1934 or section 30 of the Investment Company
Act of 1940 during the preceding 12 months or for such shorter period that the
registrant was required to file such report(s) been filed? If the answer is no,
identify report(s).
[ ] Yes [X] No
Annual Report on Form 10-K for the period ending December 31, 1996.
(3) Is it anticipated that any significant change in results of
operations from the corresponding period for the last fiscal year will be
reflected by the earnings statements to be included in the subject report or
portion thereof?
[X] Yes [ ] No
If so, attach an explanation of the anticipated change, both
narratively and quantitatively, and, if appropriate, state the reasons why a
reasonable estimate of the results cannot be made.
Reference is made to Exhibit I attached hereto.
Cronos Global Income Fund XV, L.P.
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(Name of Registrant as specified in charter)
has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date: May 14, 1997 By Cronos Capital Corp.
The General Partner
By /s/ John Kallas
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John Kallas
Vice President/Treasurer
Principal Accounting and Finance Officer
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EXHIBIT I
STATEMENT IN RESPONSE TO PART IV-(3)
Net lease revenue for the first quarter of 1997 was $3,141,734, an increase
of approximately 1% from the first quarter of 1996. Gross rental revenue (a
component of net lease revenue) for the quarter ended March 31, 1997 was
$5,156,869, reflecting an increase of 5% from the same three-month period in
1996. Gross rental revenue was primarily impacted by the sluggish market
conditions that existed during 1996 and throughout the first quarter of 1997.
These conditions contributed to lower average dry cargo and refrigerated
utilization rates. Average dry cargo and refrigerated container per-diem rental
rates for the three-month period ended March 31, 1997 declined 6% and 7%,
respectively, when compared to the same period in the prior year. Tank container
per-diem rental rates remained unchanged.
<TABLE>
<CAPTION>
March 31, March 31,
1997 1996
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<S> <C> <C>
Fleet size (measured in twenty-foot
equivalent units (TEU))
Dry cargo containers 46,615 42,387
Refrigerated containers 1,142 596
Tank containers 229 193
Average utilization
Dry cargo containers 81.2% 80.2%
Refrigerated containers 90.0% 64.0%
Tank containers 85.1% 89.7%
</TABLE>
Utilization rates of the Registrant's fleet fluctuated upward and
stabilized, as the Registrant fully invested the remaining unused net proceeds
from its offering in container equipment through the first half of 1997.
Rental equipment operating expenses were 27% of the Registrant's gross lease
revenue during the three-month period ended March 31, 1997, as compared to 23%
during the three-month period ended March 31, 1996. This increase was largely
attributable to an increase in costs associated with the Registrant's growing
fleet, and costs associated with fluctuating utilization levels, including
handling, storage and repositioning.
The Registrant disposed of 17 twenty-foot, six forty-foot, and four
forty-foot high-cube marine dry cargo containers during the first quarter of
1997, as compared to 40 twenty-foot, two forty-foot and two forty-foot high-cube
marine dry cargo containers during the first quarter of 1996. 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 Parent Company on February 3, 1997.
The Parent Company is the indirect corporate parent of 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.
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The Registrant 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 Registrant or the Leasing Company's ability to manage the
Registrant's 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 the General Partner
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 the General Partner or the Registrant and Arthur Andersen
on any matter of accounting principles or practices, financial statement
disclosure, or auditing scope or procedure.
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.
Cautionary Statement
This Report on Form 12b-25 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; and 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 Exhibit I, Statement in Response to Part IV-(3) and those
detailed from time to time in the filings of Registrant with the Securities and
Exchange Commission.
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CRONOS GLOBAL INCOME FUND XV, L.P.
(A CALIFORNIA LIMITED PARTNERSHIP)
STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS ENDED MARCH 31, 1997 (UNAUDITED) AND 1996 (UNAUDITED)
<TABLE>
<CAPTION>
Three Months Ended
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March 31, March 31,
1997 1996
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<S> <C> <C>
Net lease revenue $3,141,734 $3,124,126
Other operating expenses:
Depreciation and amortization 1,953,480 1,724,455
Other general and administrative expenses 32,288 43,584
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1,985,768 1,768,039
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Earnings from operations 1,155,966 1,356,087
Other income (expense):
Interest income 60,806 356,916
Net gain on disposal of equipment 25,851 21,428
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86,657 378,344
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Net earnings $1,242,623 $1,734,431
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Allocation of net earnings:
General partner $ 191,087 $ 185,481
Limited partners 1,051,536 1,548,950
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$1,242,623 $1,734,431
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Limited partners' per unit share of net earnings $ .15 $ .22
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</TABLE>
