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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 JUNE 30, 2003

OR

     
o   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.)

One Front Street, Suite 925, 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     .

 


TABLE OF CONTENTS

PART I — FINANCIAL INFORMATION
Item 1. Financial Statements
Balance Sheets
Statements of Operations
Statements of Cash Flows
Notes to Unaudited Financial Statements
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Item 4. Controls and Procedures
PART II — OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
Exhibit 31.1
Exhibit 31.2
Exhibit 32


Table of Contents

CRONOS GLOBAL INCOME FUND XV, L.P.

Report on Form 10-Q for the Quarterly Period
Ended June 30, 2003

TABLE OF CONTENTS

             
          PAGE  
             
    PART I -   FINANCIAL INFORMATION    
             
    Item 1.   Financial Statements    
             
        Balance Sheets — June 30, 2003 (unaudited) and December 31, 2002 4  
             
        Statements of Operations for the three and six months ended June 30, 2003 and 2002 (unaudited) 5  
             
        Statements of Cash Flows for the six months ended June 30, 2003 and 2002 (unaudited) 6  
             
        Notes to Financial Statements (unaudited) 7  
             
    Item 2.   Management’s Discussion and Analysis of Financial Condition and Results of Operations 11  
             
    Item 3.   Quantitative and Qualitative Disclosures About Market Risk 15  
             
    Item 4.   Controls and Procedures 15  
             
    PART II -   OTHER INFORMATION    
             
    Item 6.   Exhibits and Reports on Form 8-K 16  

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PART I — FINANCIAL INFORMATION

Item 1.  Financial Statements

    Presented herein are the Registrant’s balance sheets as of June 30, 2003 and December 31, 2002, statements of operations for the three and six months ended June 30, 2003 and 2002, and statements of cash flows for the six months ended June 30, 2003 and 2002.

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CRONOS GLOBAL INCOME FUND XV, L.P.

Balance Sheets

(Unaudited)

                         
            June 30,     December 31,  
            2003     2002  
           
   
 
       
Assets
               
Current assets:
               
 
Cash and cash equivalents, includes $3,834,774 at June 30, 2003 and
               
   
$3,697,086 at December 31, 2002 in interest-bearing accounts
  $ 4,390,718     $ 4,379,512  
 
Net lease receivables due from Leasing Company
               
   
(notes 1 and 2)
    850,909       1,346,604  
 
 
   
 
     
Total current assets
    5,241,627       5,726,116  
 
 
   
 
Container rental equipment, at cost
    118,950,936       120,475,826  
 
Less accumulated depreciation
    (57,807,979 )     (54,905,070 )
 
 
   
 
   
Net container rental equipment
    61,142,957       65,570,756  
 
 
   
 
     
Total assets
  $ 66,384,584     $ 71,296,872  
 
 
   
 
       
Partners’ Capital
               
Partners’ capital (deficit):
               
 
General partner
  $ (625,924 )   $ (422,478 )
 
Limited partners
    67,010,508       71,719,350  
 
 
   
 
     
Total partners’ capital
  $ 66,384,584     $ 71,296,872  
 
 
   
 

The accompanying notes are an integral part of these financial statements.

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CRONOS GLOBAL INCOME FUND XV, L.P.

Statements of Operations

(Unaudited)

                                     
        Three Months Ended     Six Months Ended  
       
   
 
        June 30,     June 30,     June 30,     June 30,  
        2003     2002     2003     2002  
       
   
   
   
 
Net lease revenue (notes 1 and 3)
  $ 1,544,590     $ 1,581,360     $ 3,560,470     $ 3,149,630  
Other operating expenses:
                               
 
Depreciation
    1,823,946       1,880,542       3,656,981       3,767,302  
 
Other general and administrative expenses
    52,811       45,131       105,744       99,510  
 
Net loss on disposal of equipment
    32,830       74,913       201,938       83,470  
 
 
   
   
   
 
   
Loss from operations
    (364,997 )     (419,226 )     (404,193 )     (800,652 )
Other income:
                               
 
Interest income
    5,640       10,322       12,170       22,047  
 
 
   
   
   
 
   
Net loss
  $ (359,357 )   $ (408,904 )   $ (392,023 )   $ (778,605 )
 
 
   
   
   
 
Allocation of net loss:
                               
 
General partner
  $ (75,636 )   $ (4,088 )   $ (3,921 )   $ (7,786 )
 
Limited partners
    (283,721 )     (404,816 )     (388,102 )     (770,819 )
 
 
   
   
   
 
 
  $ (359,357 )   $ 408,904     $ (392,023 )   $ 778,605  
 
 
   
   
   
 
Limited partners’ per unit share of net loss
  $ (0.04 )   $ (0.06 )   $ (0.05 )   $ (0.11 )
 
 
   
   
   
 

The accompanying notes are an integral part of these financial statements.

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CRONOS GLOBAL INCOME FUND XV, L.P.

Statements of Cash Flows

(Unaudited)

                   
      Six Months Ended  
     
 
      June 30,     June 30,  
      2003     2002  
     
   
 
Net cash provided by operating activities
  $ 3,851,491     $ 2,973,649  
Cash provided by investing activities:
               
 
Proceeds from disposal of equipment
    679,980       304,094  
Cash used in financing activities:
               
 
Distribution to partners
    (4,520,265 )     (3,317,251 )
 
 
   
 
Net increase (decrease) in cash and cash equivalents
    11,206       (39,508 )
Cash and cash equivalents at January 1
    4,379,512       3,712,087  
 
 
   
 
Cash and cash equivalents at June 30
  $ 4,390,718     $ 3,672,579  
 
 
   
 

The accompanying notes are an integral part of these financial 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 worldwide to ocean carriers. To this extent, the Partnership’s operations are subject to the fluctuations of world economic and political conditions. Such factors may affect the pattern and levels of world trade. 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 Partnership’s leases generally require all payments to be made in United States currency.
 
      Cronos Capital Corp. (“CCC”) is the general partner and, with its affiliate Cronos Containers Limited (the “Leasing Company”), manages the business of the Partnership. CCC and the Leasing Company also manage the container leasing business for other partnerships affiliated with CCC. 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 sold.
 
  (b)   Leasing Company and Leasing Agent Agreement
 
      A Leasing Agent Agreement exists between the Partnership and the Leasing Company, 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, and 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.

(Continued)

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CRONOS GLOBAL INCOME FUND XV, L.P.

Notes to Unaudited 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.
 
  (d)   Container Rental Equipment
 
      In accordance with SFAS No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets,” container rental equipment is considered to be impaired if the carrying value of the asset exceeds the expected future cash flows from related operations (undiscounted and without interest charges). If impairment is deemed to exist, the assets are written down to fair value. An analysis is prepared each quarter projecting future cash flows from container rental equipment operations. Current and projected utilization rates, per-diem rental rates, direct operating expenses, fleet size and container disposals are the primary variables utilized by the analysis. Additionally, the Partnership evaluates future cash flows and potential impairment by container type rather than for each individual container, and as a result, future losses could result for individual container dispositions due to various factors, including age, condition, suitability for continued leasing, as well as the geographical location of containers when disposed. There were no impairment charges to the carrying value of container rental equipment for the six-month periods ended June 30, 2003 and 2002.
 
      Depreciation policies are also evaluated to determine whether subsequent events and circumstances warrant revised estimates of useful lives. Container rental equipment is depreciated using the straight-line basis.
 
  (e)   Use of Estimates
 
      The financial statements are prepared in conformity with accounting principles generally accepted in the United States of America (GAAP), which 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. Actual results could differ from those estimates.
 
      The most significant estimates included within the financial statements are the container rental equipment estimated useful lives and residual values, and the estimate of future cash flows from container rental equipment operations, used to determine the adequacy of the carrying value of container rental equipment in accordance with SFAS No. 144. Considerable judgement is required in estimating future cash flows from container rental equipment operations. Accordingly, the estimates may not be indicative of the amounts that may be realized in future periods. As additional information becomes available in subsequent periods, reserves for the impairment of the container rental equipment carrying values may be necessary based upon changes in market and economic conditions.

(Continued)

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CRONOS GLOBAL INCOME FUND XV, L.P.

Notes to Unaudited Financial Statements

  (f)   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 accounting principles generally accepted in the United States of America (GAAP) 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 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 period presented. The results of operations for such interim periods are not necessarily indicative of the results to be expected for the full year.

(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 and its affiliates from the rental billings earned by the Leasing Company under operating leases to ocean carriers for the containers owned by the Partnership, as well as proceeds earned from container disposals. Net lease receivables at June 30, 2003 and December 31, 2002 were as follows:

                 
    June 30,     December 31,  
    2003     2002  
   
   
 
Gross lease receivables
  $ 2,496,570     $ 2,726,745  
Less:
               
Direct operating payables and accrued expenses
    963,331       762,191  
Damage protection reserve
    176,129       149,189  
Base management fees
    154,708       157,222  
Reimbursed administrative expenses
    57,281       60,727  
Allowance for doubtful accounts
    294,212       250,812  
 
 
   
 
Net lease receivables
  $ 850,909     $ 1,346,604  
 
 
   
 

(Continued)

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CRONOS GLOBAL INCOME FUND XV, L.P.

Notes to Unaudited Financial Statements

(3)   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 earned by the Leasing Company under operating leases to ocean carriers for the containers owned by the Partnership. Net lease revenue for the three and six-month periods ended June 30, 2003 and 2002 were as follows:

                                 
    Three Months Ended     Six Months Ended  
   
   
 
    June 30,     June 30,     June 30,     June 30,  
    2003     2002     2003     2002  
   
   
   
   
 
Rental revenue (note 4)
  $ 3,020,800     $ 3,069,545     $ 6,138,988     $ 6,170,238  
Less:
                               
Rental equipment operating expenses
    1,088,807       1,100,939       1,810,008       2,255,332  
Base management fees
    211,759       212,219       424,179       420,525  
Reimbursed administrative expenses
    175,644       175,027       344,331       344,751  
 
 
   
   
   
 
Net lease revenue
  $ 1,544,590     $ 1,581,360     $ 3,560,470     $ 3,149,630  
 
 
   
   
   
 

(4)   Operating Segment
 
    An operating segment is a component of an enterprise that engages in business activities from which it may earn revenues and incur expenses, whose operating results are regularly reviewed by the enterprise’s chief operating decision maker to make decisions about resources to be allocated to the segment and assess its performance, and about which separate financial information is available. Management operates the Partnership’s container fleet as a homogenous unit and has determined that as such it has a single reportable operating segment.
 
    The Partnership derives its revenues from leasing marine cargo containers. As of June 30, 2003, the Partnership operated 24,149 twenty-foot, 8,325 forty-foot and 2,081 forty-foot high-cube marine dry cargo containers, 459 twenty-foot and 99 forty-foot high-cube refrigerated cargo containers, and 224 twenty-four thousand-liter tanks. A summary of gross lease revenue, by product, for the three and six-month periods ended June 30, 2003 and 2002 follows:

                                 
    Three Months Ended     Six Months Ended  
   
   
 
    June 30,     June 30,     June 30,     June 30,  
    2003     2002     2003     2002  
   
   
   
   
 
Dry cargo containers
  $ 2,531,164     $ 2,592,589     $ 5,162,651     $ 5,212,492  
Refrigerated containers
    331,124       334,056       668,130       676,860  
Tank containers
    158,512       142,900       308,207       280,886  
 
 
   
   
   
 
Total
  $ 3,020,800     $ 3,069,545     $ 6,138,988     $ 6,170,238  
 
 
   
   
   
 

    Due to the Partnership’s lack of information regarding the physical location of its fleet of containers when on lease in the global shipping trade, it is impracticable to provide geographic area information.

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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.

General

A Leasing Agent Agreement exists between the Registrant and the Leasing Company, whereby the Leasing Company has the responsibility to manage the leasing operations of all equipment owned by the Registrant. Pursuant to the Agreement, the Leasing Company is responsible for leasing, managing and re-leasing the Registrant’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 Registrant, 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. At June 30, 2003, 93% of the original equipment remained in the Registrant’s fleet, as compared to 94% at December 31, 2002. The following chart summarizes the composition of the Registrant’s fleet (based on container type) at June 30, 2003.

                                                             
        Dry Cargo     Refrigerated     Tank  
        Containers     Containers     Containers  
       
   
   
 
                        40-Foot                     40-Foot          
        20-Foot     40-Foot     High-Cube     20-Foot             High-Cube     24,000-Liter  
       
   
   
   
           
   
 
Containers on lease:
                                                       
 
Master lease
    11,516       3,117       1,066       245               2       76  
 
Term lease (1-5 years)
    8,766       3,199       725       167               97       113  
 
 
   
   
   
           
   
 
   
Subtotal
    20,282       6,316       1,791       412               99       189  
Containers off lease
    3,867       2,009       290       47                     35