1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
/X/ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 1996
OR
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO
Commission file number 0-23886
CRONOS GLOBAL INCOME FUND XV, L.P.
(Exact name of registrant as specified in its charter)
California 94-3186624
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
444 Market Street, 15th Floor, San Francisco, California 94111
(Address of principal executive offices) (Zip Code)
(415) 677-8990
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X . No .
--- ---
2
CRONOS GLOBAL INCOME FUND XV, L.P.
REPORT ON FORM 10-Q FOR THE QUARTERLY
PERIOD ENDED MARCH 31, 1996
TABLE OF CONTENTS
PAGE
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
Balance Sheets - March 31, 1996 (unaudited) and December 31, 1995 4
Statements of Operations for the three months ended March 31, 1996 and 1995 (unaudited) 5
Statements of Cash Flows for the three months ended March 31, 1996 and 1995 (unaudited) 6
Notes to Financial Statements (unaudited) 7
Item 2. Management's Discussion and Analysis of Financial Condition and Results of 10
Operations
PART II - OTHER INFORMATION
Item 5. Other Materially Important Events 12
Item 6. Exhibits and Reports on Form 8-K 13
2
3
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
Presented herein are the Registrant's balance sheets as of March 31,
1996 and December 31, 1995, statements of operations for the three
months ended March 31, 1996 and 1995, and statements of cash flows for
the three months ended March 31, 1996 and 1995.
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4
CRONOS GLOBAL INCOME FUND XV, L.P.
BALANCE SHEETS
(UNAUDITED)
March 31, December 31,
1996 1995
------------- -------------
Assets
Current assets:
Cash, includes $1,282,346 at March 31, 1996 and $715,458
at December 31, 1995 in interest-bearing accounts $ 1,302,892 $ 717,359
Short-term investments 15,300,000 33,333,858
Net lease receivables due from Leasing Company
(notes 1 and 2) 2,221,462 2,130,519
------------- -------------
Total current assets 18,824,354 36,181,736
------------- -------------
Container rental equipment, at cost 117,353,650 100,639,251
Less accumulated depreciation 7,940,989 6,375,758
------------- -------------
Net container rental equipment 109,412,661 94,263,493
------------- -------------
Organizational costs, net 2,284,529 2,424,105
------------- -------------
$ 130,521,544 $ 132,869,334
============= =============
Liabilities and Partners' Capital
Current liabilities:
Due to general partner (notes 1 and 3) $ 189,065 $ 118,059
Interest payable - 10,967
Due to manufacturers 3,781,300 4,250,500
------------- -------------
Total current liabilities 3,970,365 4,379,526
------------- -------------
Partners' capital (deficit):
General partner (39,459) (41,287)
Limited partners 126,590,638 128,531,095
------------- -------------
Total partners' capital 126,551,179 128,489,808
------------- -------------
$ 130,521,544 $ 132,869,334
============= =============
The accompanying notes are an integral part of these statements
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CRONOS GLOBAL INCOME FUND XV, L.P.
STATEMENTS OF OPERATIONS
(UNAUDITED)
Three Months Ended
March 31, March 31,
1996 1995
----------- -----------
Net lease revenue (notes 1 and 4) $ 3,124,126 $ 2,433,690
Other operating expenses:
Depreciation and amortization 1,724,455 1,056,784
Other general and administrative expenses 43,584 24,762
----------- -----------
1,768,039 1,081,546
----------- -----------
Earnings from operations 1,356,087 1,352,144
Other income (expense):
Interest income 356,916 20,666
Net gain on disposal of equipment 21,428 1,971
Interest expense - (206,471)
----------- -----------
378,344 (183,834)
----------- -----------
Net earnings $ 1,734,431 $ 1,168,310
=========== ===========
Allocation of net earnings:
General partner $ 185,481 $ 56,506
Limited partners 1,548,950 1,111,804
----------- -----------
$ 1,734,431 $ 1,168,310
=========== ===========
Limited partners' per unit share of net earnings $ .22 $ .42
=========== ===========
The accompanying notes are an integral part of these statements
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CRONOS GLOBAL INCOME FUND XV, L.P.
STATEMENTS OF CASH FLOWS
(UNAUDITED)
Three Months Ended
March 31, March 31,
1996 1995
------------ ------------
Net cash provided by operating activities $ 3,331,890 $ 2,158,583
Net cash provided by (used in) investing activities:
Proceeds from sale of container rental equipment 127,886 12,235
Purchase of container rental equipment (16,405,451) (7,746,927)
Acquisition fees paid to general partner (820,273) (618,050)
------------ ------------
Net cash used in investing activities (17,097,838) (8,352,742)
------------ ------------
Cash flows provided by (used in) financing activities:
Capital contributions - 14,641,600
Underwriting commissions - (1,464,160)
Offering and organizational expenses (9,317) (369,803)
Distribution to partners (3,673,060) (1,120,733)
Borrowings from revolving credit facility - 6,644,573
Repayments to revolving credit facility - (11,258,648)
Loan origination costs - (875)
------------ ------------
Net cash provided by (used in) financing activities (3,682,377) 7,071,954
------------ ------------
Net increase (decrease) in cash and cash equivalents (17,448,325) 877,795
Cash and cash equivalents at January 1 34,051,217 1,732,203
------------ ------------
Cash and cash equivalents at March 31 $ 16,602,892 $ 2,609,998
============ ============
Supplemental disclosure for cash flow information:
Cash paid during the period for:
Interest $ 8,003 $ 113,550
============ ============
The accompanying notes are an integral part of these statements
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CRONOS GLOBAL INCOME FUND XV, L.P.
NOTES TO UNAUDITED FINANCIAL STATEMENTS
(1) Summary of Significant Accounting Policies
(a) Nature of Operations
Cronos Global Income Fund XV, L.P. (the "Partnership") is a limited
partnership organized under the laws of the State of California on
August 26, 1993, for the purpose of owning and leasing marine cargo
containers, special purpose containers and container-related
equipment. Cronos Capital Corp. ("CCC") is the general partner and,
with its affiliate Cronos Containers Limited (the "Leasing Company"),
manages and controls the business of the Partnership.
(b) Leasing Company and Leasing Agent Agreement
The Partnership has entered into a Leasing Agent Agreement whereby the
Leasing Company has the responsibility to manage the leasing
operations of all equipment owned by the Partnership. Pursuant to the
Agreement, the Leasing Company is responsible for leasing, managing
and re-leasing the Partnership's containers to ocean carriers and has
full discretion over which ocean carriers and suppliers of goods and
services it may deal with. The Leasing Agent Agreement permits the
Leasing Company to use the containers owned by the Partnership,
together with other containers owned or managed by the Leasing Company
and its affiliates, as part of a single fleet operated without regard
to ownership. Since the Leasing Agent Agreement meets the definition
of an operating lease in Statement of Financial Accounting Standards
(SFAS) No. 13, it is accounted for as a lease under which the
Partnership is lessor and the Leasing Company is lessee.
The Leasing Agent Agreement generally provides that the Leasing
Company will make payments to the Partnership based upon rentals
collected from ocean carriers after deducting direct operating
expenses and management fees to CCC and the Leasing Company. The
Leasing Company leases containers to ocean carriers, generally under
operating leases which are either master leases or term leases (mostly
two to five years). Master leases do not specify the exact number of
containers to be leased or the term that each container will remain on
hire but allow the ocean carrier to pick up and drop off containers at
various locations; rentals are based upon the number of containers
used and the applicable per-diem rate. Accordingly, rentals under
master leases are all variable and contingent upon the number of
containers used. Most containers are leased to ocean carriers under
master leases; leasing agreements with fixed payment terms are not
material to the financial statements. Since there are no material
minimum lease rentals, no disclosure of minimum lease rentals is
provided in these financial statements.
(c) Basis of Accounting
The Partnership utilizes the accrual method of accounting. Revenue is
recognized when earned.
The Partnership has determined that for accounting purposes the
Leasing Agent Agreement is a lease, and the receivables, payables,
gross revenues and operating expenses attributable to the containers
managed by the Leasing Company are, for accounting purposes, those of
the Leasing Company and not of the Partnership. Consequently, the
Partnership's balance sheets and statements of operations display the
payments to be received by the Partnership from the Leasing Company as
the Partnership's receivables and revenues.
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CRONOS GLOBAL INCOME FUND XV, L.P.
NOTES TO UNAUDITED FINANCIAL STATEMENTS
(d) Financial Statement Presentation
These financial statements have been prepared without audit. Certain
information and footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting
procedures have been omitted. It is suggested that these financial
statements be read in conjunction with the financial statements and
accompanying notes in the Partnership's latest annual report on Form
10-K.
The preparation of financial statements in conformity with generally
accepted accounting principles (GAAP) requires the Partnership to make
estimates and assumptions that affect the reported amounts of assets
and liabilities and disclosure of contingent assets and liabilities at
the date of the financial statements and the reported amounts of
revenues and expenses during the reported period.
The interim financial statements presented herewith reflect all
adjustments of a normal recurring nature which are, in the opinion of
management, necessary to a fair statement of the financial condition
and results of operations for the interim periods presented.
(2) Net Lease Receivables Due from Leasing Company
Net lease receivables due from the Leasing Company are determined by
deducting direct operating payables and accrued expenses, base management
fees payable, and reimbursed administrative expenses payable to CCC, the
Leasing Company, and its affiliates from the rental billings payable by
the Leasing Company to the Partnership under operating leases to ocean
carriers for the containers owned by the Partnership. Net lease
receivables at March 31, 1996 and December 31, 1995 were as follows:
March 31, December 31,
1996 1995
---------- ------------
Lease receivables, net of doubtful accounts
of $248,187 at March 31, 1996 and $201,958
at December 31, 1995 $4,164,304 $3,857,584
Less:
Direct operating payables and accrued expenses 945,144 740,754
Damage protection reserve 590,040 537,205
Base management fees 315,938 361,199
Reimbursed administrative expenses 91,720 87,907
---------- ----------
$2,221,462 $2,130,519
========== ==========
(3) Due to General Partner
The amount due to CCC at March 31, 1996 and December 31, 1995 consists of
acquisition fees.
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9
CRONOS GLOBAL INCOME FUND XV, L.P.
NOTES TO UNAUDITED FINANCIAL STATEMENTS
(4) Net Lease Revenue
Net lease revenue is determined by deducting direct operating expenses,
management fees and reimbursed administrative expenses to CCC, the Leasing
Company, and its affiliates from the rental revenue billed by the Leasing
Company under operating leases to ocean carriers for the containers owned
by the Partnership. Net lease revenue for the three months ended March 31,
1996 and 1995 were as follows:
Three Months Ended
March 31, March 31,
1996 1995
---------- ----------
Rental revenue $4,911,247 $3,431,980
Rental equipment operating expenses 1,145,699 558,587
Base management fees 338,120 248,000
Reimbursed administrative expenses 303,302 191,703
---------- ----------
$3,124,126 $2,433,690
========== ==========
(5) Equipment Purchases
As of March 31, 1996, the Partnership had purchased the following types of
equipment:
Purchased from
Purchased Container Total
Equipment Type from CCC Manufacturers Purchased
-------------- --------- -------------- ---------
Dry Cargo Containers:
Twenty-foot 8,357 16,652 25,009
Forty-foot 2,884 5,300 8,184
Forty-foot high-cube 397 900 1,297
Refrigerated Cargo Containers:
Twenty-foot 163 300 463
Forty-foot high-cube 100 - 100
Tank Containers:
24,000-liter 133 81 214
The aggregate purchase price (excluding acquisition fees) of the equipment
acquired by the Partnership through March 31, 1996 was $112,071,196, of
which $108,289,996 was paid from the Net Proceeds of this offering, and
$3,781,300 remained payable to equipment manufacturers. Of the aggregate,
$39,848,185 of equipment thereof had been acquired from CCC or its
affiliates, and $72,223,011 of equipment thereof had been acquired from
third-party container manufacturers located in Taiwan, South Korea, India,
Indonesia, the People's Republic of China, Italy and the United Kingdom.
Equipment acquired from CCC or its affiliates had been purchased by CCC
and its affiliates as new equipment, and was resold to the Partnership at
cost, minus the net revenues earned by CCC in operating the equipment
prior to its resale to the Partnership. At March 31, 1996, the Partnership
has committed to purchase from container manufacturers an additional three
24,000-liter tank containers, at an aggregate manufacturers' invoice cost
of approximately $75,924 during the second quarter of 1996. The
Partnership expects to fully invest the remaining unused proceeds from
this offering in container equipment by the end of May 1996.
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10
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
It is suggested that the following discussion be read in conjunction with the
Registrant's most recent annual report on Form 10-K.
1) Material changes in financial condition between March 31, 1996 and
December 31, 1995.
The Registrant initiated its offering of limited partnership interests to
the public subsequent to December 17, 1993. The Registrant commenced
operations on February 22, 1994 when the minimum subscription proceeds of
$2,000,000 was obtained from at least 100 investors (excluding from such
count, Pennsylvania residents, the general partner, and affiliates of the
general partner). At December 15, 1995, the termination date of the
offering, the Registrant had raised $143,031,380 through the offering of
limited partnership interests, from which it had paid brokerage
commissions, reimbursed CCC for public offering expenses, and purchased
equipment. The following table sets forth the use of said subscription
proceeds as of March 31, 1996.
Percentage of
Amount Gross Proceeds
------ --------------
Gross Subscription Proceeds $143,031,380 100.0%
Public Offering Expenses:
Underwriting Commissions 14,303,138 10.0%
Offering and Organization Expenses 2,977,857 2.1%
------------ -----
Total Public Offering Expenses 17,280,995 12.1%
------------ -----
Net Proceeds 125,750,385 87.9%
Acquisition Fees 5,414,494 3.8%
Working Capital Reserve 1,430,314 1.0%
Unexpended Proceeds 10,615,681 7.4%
------------ -----
Gross Proceeds Invested in Equipment $108,289,896 75.7%
============ =====
During the first quarter of 1996, the Registrant expended $16,405,451 of
unused proceeds to purchase an additional 1,450 twenty-foot, 1,400
forty-foot, and 200 forty-foot high-cube dry cargo containers, as well as
300 twenty-foot refrigerated cargo containers and 49 24,000-liter tank
containers.
The Registrant's cash and short-term investment balances as of March 31,
1996 included $10,615,681 in unused proceeds from the offering of limited
partnership interests, together with interest earned thereon, and amounts
reserved as working capital. At March 31, 1996, the Registrant had
committed to purchase from container manufacturers an additional three
24,000-liter tank containers at an aggregate manufacturer's invoice cost
of $75,924. The Registrant expects to fully invest the remaining unused
proceeds from this offering in container equipment by the end of May 1996.
10
11
The statements contained in the following discussion are based on current
expectations. These statements are forward looking and actual results may
differ materially. The container leasing market generally softened during
the fourth quarter of 1995 and has remained so during the first quarter of
1996. At March 31, 1996, container inventories remained at
larger-than-usual levels, resulting in market conditions that subjected
the Registrant's fleet to fluctuating utilization levels. Additionally,
utilization rates of the Registrant's fleet have been further influenced
by the Registrant's efforts to invest the remaining proceeds from its
offering. During the first quarter of 1996, the Leasing Company has
implemented various marketing strategies, including but not limited to,
offering incentives to shipping companies and repositioning containers to
high demand locations in order to counter these market conditions. The
Leasing Company expects the Registrant to recognize the benefits of these
efforts during the next few quarters of 1996. However, per-diem rental
rates have recently become subject to downward pressures within the
container leasing market. A reduction in per-diem rental rates, combined
with current utilization levels, could impact the Registrant's results
from operations during the remainder of 1996.
2) Material changes in the results of operations between the three-month
periods ended March 31, 1996 and 1995.
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 the
general partner and its affiliates from the rental billings payable by the
Leasing Company to the Registrant. Net lease revenue for the first quarter
of 1996 was $3,124,126, an increase of approximately 28% over the first
quarter of 1995. Gross rental revenue (a component of net lease revenue)
for the quarter was $4,911,247, an increase of 43% over the first quarter
of 1995. During 1996, gross rental revenue was primarily impacted by an
increase in the Registrant's average fleet size. Average dry cargo
container per-diem rental rates declined approximately 4% when compared to
the same period in the prior year. Average refrigerated and tank container
per-diem rates increased approximately 1% and 3%, respectively, when
compared to the same period in the prior year. The Registrant's fleet
size, as measured in twenty-foot equivalent units ("TEU"), and average
utilization rates at March 31, 1996 and March 31, 1995 were as follows:
March 31, March 31,
1996 1995
--------- ---------
Fleet size (measured in twenty-foot
equivalent units (TEU))
Dry cargo containers 42,387 25,605
Refrigerated containers 596 353
Tank containers 193 88
Average utilization
Dry cargo containers 80.2% 87.2%
Refrigerated containers 64.0% 99.9%
Tank containers 89.7% 76.9%
Utilization rates of the Registrant's fleet may continue to fluctuate and
will eventually stabilize, as the Registrant fully invests the remaining
unused net proceeds from its offering in container equipment through the
first half of 1996.
Rental equipment operating expenses were 23% of the Registrant's gross
lease revenue during the three-month period ended March 31, 1996, as
compared to 16% during the three-month period ended March 31, 1995. 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 40 twenty-foot, two forty-foot, and two
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.
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PART II - OTHER INFORMATION
Item 5. Other Materially Important Events
Equipment Acquisitions
Pursuant to its undertakings made in its Registration Statement No.
33-69356, Section 7.2 (h) of the Partnership Agreement, the Registrant
had purchased the following types of equipment as of March 31, 1996:
Purchased Registrant's
Purchased from from Container Total Average Cost
Equipment Type the General Partner Manufacturers Purchased Per Container
-------------- ------------------- -------------- --------- -------------
Dry Cargo Containers:
Twenty-foot 8,357 16,652 25,009 $ 2,366
Forty-foot 2,884 5,300 8,184 $ 3,784
Forty-foot high-cube 397 900 1,297 $ 4,061
Refrigerated Cargo Containers:
Twenty-foot 163 300 463 $ 19,889
Forty-foot high-cube 100 - 100 $ 23,094
Tank Containers:
24,000-liter 133 81 214 $ 24,031
The aggregate purchase price (excluding acquisition fees) of the
equipment acquired by the Registrant through March 31, 1996, was
$112,071,196, of which $108,289,896 was paid from the Net Proceeds of
this offering, and $3,781,300 remained payable to equipment
manufacturers. Of the aggregate, $39,848,185 of equipment thereof had
been acquired from CCC or its affiliates, and $72,223,011 of equipment
thereof had been acquired from third-party container manufacturers
located in Taiwan, South Korea, India, Indonesia, the People's
Republic of China, Italy, and the United Kingdom. Equipment acquired
from CCC or its affiliates had been purchased by CCC or its affiliates
as new equipment, and was resold to the Registrant at cost, minus the
net revenues earned by CCC in operating the equipment prior to its
resale to the Registrant. At March 31, 1996, the Registrant has
committed to purchase from container manufacturers an additional three
24,000-liter tank containers, at an aggregate manufacturers' invoice
cost of approximately $75,924.
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PART II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
Exhibit
No. Description Method of Filing
------- ----------- ----------------
3(a) Limited Partnership Agreement of the Registrant, *
amended and restated as of December 15, 1993
3(b) Certificate of Limited Partnership of the **
Registrant
10 Form of Leasing Agent Agreement with Cronos ***
Containers Limited
27 Financial Data Schedule Filed with this document
(b) Reports on Form 8-K
In lieu of filing a current report on Form 8-K, the Registrant has
provided in Part II, Item 5 hereof, a description of its purchase of
marine cargo containers during the three-month period ended March 31,
1996.
- ----------------
* Incorporated by reference to Exhibit "A" to the Prospectus of the
Registrant dated December 17, 1993, included as part of Registration
Statement on Form S-1 (No. 33-69356)
** Incorporated by reference to Exhibit 3.2 to the Registration Statement on
Form S-1 (No. 33-69356)
*** Incorporated by reference to Exhibit 10.2 to the Registration Statement on
Form S-1 (No. 33-69356)
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this Report to be signed on its behalf by the
undersigned thereunto duly authorized.
CRONOS GLOBAL INCOME FUND XV, L.P.
By Cronos Capital Corp.
The General Partner
By /s/ JOHN KALLAS
---------------------------------------
John Kallas
Vice President, Chief Financial Officer
Principal Accounting Officer
Date: May 14, 1996
14
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EXHIBIT INDEX
Exhibit
No. Description Method of Filing
------- ----------- ----------------
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
- ----------------
* 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)