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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 SEPTEMBER 30, 2003

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.)
     
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
SIGNATURES
EXHIBIT INDEX
Exhibit 31.1
Exhibit 31.2
Exhibit 32


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CRONOS GLOBAL INCOME FUND XV, L.P.

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

TABLE OF CONTENTS

             
        PAGE
PART I - FINANCIAL INFORMATION
       
 
Item 1. Financial Statements
       
   
Balance Sheets - September 30, 2003 (unaudited) and December 31, 2002
    4  
   
Statements of Operations for the three and nine months ended September 30, 2003 and 2002 (unaudited)
    5  
   
Statements of Cash Flows for the nine months ended September 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 September 30, 2003 and December 31, 2002, statements of operations for the three and nine months ended September 30, 2003 and 2002, and statements of cash flows for the nine months ended September 30, 2003 and 2002.

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CRONOS GLOBAL INCOME FUND XV, L.P.

Balance Sheets

(Unaudited)

                         
            September 30,   December 31,
            2003   2002
           
 
       
Assets
               
Current assets:
               
 
Cash and cash equivalents, includes $3,236,863 at September 30, 2003 and $3,697,086 at December 31, 2002 in interest-bearing accounts
  $ 3,715,266     $ 4,379,512  
 
Net lease receivables due from Leasing Company (notes 1 and 2)
    1,096,670       1,346,604  
 
   
     
 
     
Total current assets
    4,811,936       5,726,116  
 
   
     
 
Container rental equipment, at cost
    118,474,693       120,475,826  
 
Less accumulated depreciation
    (59,376,492 )     (54,905,070 )
 
   
     
 
   
Net container rental equipment
    59,098,201       65,570,756  
 
   
     
 
     
Total assets
  $ 63,910,137     $ 71,296,872  
 
 
   
     
 
       
Partners’ Capital
             
Partners’ capital (deficit):
               
 
General partner
  $ (734,731 )   $ (422,478 )
 
Limited partners
    64,644,868       71,719,350  
 
   
     
 
     
Total partners’ capital
  $ 63,910,137     $ 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   Nine Months Ended
       
 
        September 30,   September 30,   September 30,   September 30,
        2003   2002   2003   2002
       
 
 
 
Net lease revenue (notes 1 and 3)
  $ 1,881,187     $ 1,837,137     $ 5,441,657     $ 4,986,768  
Other operating expenses:
                               
 
Depreciation
    1,817,105       1,873,870       5,474,086       5,641,172  
 
Other general and administrative expenses
    48,736       45,527       154,480       145,039  
 
Net loss on disposal of equipment
    30,079       86,464       232,017       169,934  
 
   
     
     
     
 
   
Loss from operations
    (14,733 )     (168,724 )     (418,926 )     (969,377 )
Other income:
                               
 
Interest income
    3,033       10,030       15,204       32,078  
 
   
     
     
     
 
   
Net loss
  $ (11,700 )   $ (158,694 )   $ (403,722 )   $ (937,299 )
 
   
     
     
     
 
Allocation of net loss:
                               
 
General partner
  $ (117 )   $ (1,587 )   $ (4,037 )   $ (9,373 )
 
Limited partners
    (11,583 )     (157,107 )     (399,685 )     (927,926 )
 
   
     
     
     
 
 
  $ (11,700 )   $ (158,694 )   $ (403,722 )   $ (937,299 )
 
   
     
     
     
 
Limited partners’ per unit share of net loss
  $ (0.00 )   $ (0.02 )   $ (0.06 )   $ (0.13 )
 
   
     
     
     
 

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)

                   
      Nine Months Ended
     
      September 30,   September 30,
      2003   2002
     
 
Net cash provided by operating activities
  $ 5,467,483     $ 4,961,168  
Cash provided by investing activities:
               
 
Proceeds from disposal of equipment
    851,284       494,520  
Cash used in financing activities:
               
 
Distribution to partners
    (6,983,013 )     (4,973,340 )
 
   
     
 
Net (decrease) increase in cash and cash equivalents
    (664,246 )     482,348  
Cash and cash equivalents at January 1
    4,379,512       3,712,087  
 
   
     
 
Cash and cash equivalents at September 30
  $ 3,715,266     $ 4,194,435  
 
   
     
 

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 November 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 nine-month periods ended September 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 September 30, 2003 and December 31, 2002 were as follows:

                 
    September 30,   December 31,
    2003   2002
   
 
Gross lease receivables
  $ 2,478,137     $ 2,726,745  
Less:
               
Direct operating payables and accrued expenses
    786,101       762,191  
Damage protection reserve
    176,490       149,189  
Base management fees
    137,718       157,222  
Reimbursed administrative expenses
    51,332       60,727  
Allowance for doubtful accounts
    229,826       250,812  
 
   
     
 
Net lease receivables
  $ 1,096,670     $ 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 nine-month periods ended September 30, 2003 and 2002 were as follows:

                                 
    Three Months Ended   Nine Months Ended
   
 
    September 30,   September 30,   September 30,   September 30,
    2003   2002   2003   2002
   
 
 
 
Rental revenue (note 4)
  $ 3,098,309     $ 3,095,933     $ 9,237,298     $ 9,266,171  
Less:
                               
Rental equipment operating expenses
    840,375       872,671       2,650,384       3,128,002  
Base management fees
    212,892       214,250       637,071       634,775  
Reimbursed administrative expenses
    163,855       171,875       508,186       516,626  
 
   
     
     
     
 
Net lease revenue
  $ 1,881,187     $ 1,837,137     $ 5,441,657     $ 4,986,768  
 
   
     
     
     
 

(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 September 30, 2003, the Partnership operated 24,035 twenty-foot 8,290 forty-foot and 2,075 forty-foot high-cube marine dry cargo containers, 458 twenty-foot and 99 forty-foot high-cube refrigerated cargo containers, and 223 twenty-four thousand-liter tanks. A summary of gross lease revenue, by product, for the three and nine-month periods ended September 30, 2003 and 2002 follows:

                                 
    Three Months Ended   Nine Months Ended
   
 
    September 30,   September 30,   September 30,   September 30,
    2003   2002   2003   2002
   
 
 
 
Dry cargo containers
  $ 2,617,360     $ 2,608,435     $ 7,780,012     $ 7,820,927  
Refrigerated containers
    320,929       326,777       989,059       1,003,637  
Tank containers
    160,020       160,721       468,227       441,607  
 
   
     
     
     
 
Total
  $ 3,098,309     $ 3,095,933     $ 9,237,298     $ 9,266,171  
 
   
     
     
     
 

    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 September 30, 2003, 92% 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 September 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
    15,560       4,972       1,371       225       2       126  
 
Term lease (1-5 years)
    4,929       1,537       467       165       97       66  
 
   
     
     
     
     
     
 
   
Subtotal
    20,489       6,509       1,838       390       99       192  
Containers off lease
    3,546       1,781       237       68             31  
 
   
     
     
     
     
     
 
Total container fleet
    24,035       8,290       2,075       458       99       223  
 
   
     
     
     
     
     
 
                                                                                                   
      Dry Cargo   Refrigerated   Tank
      Containers   Containers   Containers
     
 
 
                                      40-Foot                   40-Foot                
      20-Foot   40-Foot   High-Cube   20-Foot   High-Cube   24,000-Liter
     
 
 
 
 
 
      Units   %   Units   %   Units   %   Units   %   Units   %   Units   %
     
 
 
 
 
 
 
 
 
 
 
 
Total purchases
    26,446       100 %     8,751       100 %     2,179       100 %     463       100 %     100       100 %     229       100 %
 
Less disposals
    2,411       9 %     461       5 %     104       5 %     5       1 %     1       1 %     6       3 %
 
   
     
     
     
     
     
     
     
     
     
     
     
 
Remaining fleet at September 30, 2003
    24,035       91 %     8,290       95 %     2,075       95 %     458       99 %     99       99 %     223       97 %
 
   
     
     
     
     
     
     
     
     
     
     
     
 

Strong growth in the volume of global container trade during the nine-month period ending September 30, 2003 contributed to favorable container leasing market conditions, allowing the Registrant to maintain a high level of utilization for its containers. At September 30, 2003, the Registrant’s utilization for dry cargo containers measured 83% as compared to 81% at December 31, 2002. The demand for leased containers by the global container shipping industry has contributed to reducing off-hire inventories primarily in Asia, and to a lesser extent Europe and North America. In many parts of Asia and particularly in the southeastern ports, the demand for cargo containers continued to exceed available supplies. Also contributing to the strong demand for leased containers during 2003 has been the preference of shipping lines to purchase fewer containers for their own account. Due to recent operating losses and requirements to deploy capital within other parts of their business, including the investment in new, larger, containerships and the support of terminal, information technology and other infrastructure requirements, funds for new container investment have been limited. As a result, shipping lines have strategically made the decision to employ leased containers to meet their container requirements. However, in response to a favorable shipping market, there are indications of an increased willingness by the shipping lines to purchase and finance the acquisition of new containers at higher levels in the near future, which may impact the demand for leased containers.

The favorable shipping market conditions, combined with lower cost, short term leases for older containers, have also resulted in the shipping lines’ diminishing discrimination against leasing older containers, a condition that typically exists during periods of surplus container supply. The favorable 2003 shipping market, combined with the current shortfall of

(Continued)

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containers, is expected to result in an increase in the production of new containers during 2003, in comparison to 2002 and 2001 production levels. However, new container production is expected to remain below the record container production levels achieved during 2000. The ultimate impact of the industry’s increase in new container production on the Registrant’s operations is not immediately known, however, an increase in new container availability may reduce the demand for the Registrant’s older containers.

Although favorable market conditions for container lessors currently exists, the uncertainty over the financial strength of the shipping industry remains a concern. Current conditions appear to favor the larger more established shipping lines, which have witnessed strong recoveries in their performance. The Registrant, CCC and the Leasing Company continue to remain cautious, as some shipping lines reported operating losses during 2002, while others have become insolvent during 2003. The financial impact of such losses for these shipping lines may eventually influence the demand for leased containers as some shipping lines may experience additional financial difficulties, consolidate or become insolvent. Although the ultimate outcome, as well as its impact on the container leasing industry and the Registrant’s results of operations, is unknown, CCC, on behalf of the Registrant, will work closely with the Leasing Company to monitor outstanding receivables, collections, and credit exposure to various existing and new customers.

Lastly, wide-ranging concerns remain regarding recovery of the world’s major economies, performance of global stock markets, geopolitical concerns arising from uncertainties within the Middle East and Asia, as well as the recent increase in new container production, all of which may temper the current demand for leased containers.

The Registrant’s average fleet size and utilization rates for the three and nine-month periods ended September 30, 2003 and 2002 were as follows:

                                   
      Three Months Ended   Nine Months Ended
     
 
      September 30,   September 30,   September 30,   September 30,
      2003   2002   2003   2002
     
 
 
 
Average fleet size (measured in twenty-foot equivalent units (TEU))
                               
 
Dry cargo containers
    44,880       46,470       45,121       46,673  
 
Refrigerated containers
    656       658       657       658  
 
Tank containers
    224       225       224       225  
Average Utilization
                               
 
Dry cargo containers
    82 %     77 %     82 %     73 %
 
Refrigerated containers
    89 %     91 %     92 %     91 %
 
Tank containers
    86 %     83 %     84 %     78 %

Per-diem rates for dry cargo containers for the three and nine-month periods ended September 30, 2003 declined approximately 3% and 4%, respectively, in comparison to the same periods in the prior year, and is attributable to three main factors that have taken place since 2002:

1.   Per-diem rental rates decreased in correlation with the reduction of new container prices and interest rate levels;
 
2.   The Leasing Company converted lease agreements with certain shipping lines from master to long-term lease, providing greater revenue stability but at lower lease rates than those earned under master leases; and,
 
3.   The Leasing Company initiated new long-term leases for older equipment resulting in lower per-diem rates, while significantly reducing off-hire container inventory levels.

Although per-diem rental rates for dry cargo containers have declined from 2002 levels, static new container prices and an increase in demand for leased containers have resulted in the stabilization of per-diem rental rates during 2003. A significant improvement in lease per-diem rates is not expected until new container prices increase to much higher levels. 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

(Continued)

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by the Leasing Company from the leasing of the Registrant’s containers. Net lease revenue is directly related to the size, utilization and per-diem rental rates of the Registrant’s fleet.

Three Months Ended September 30, 2003 Compared to the Three Months Ended September 30, 2002

Net lease revenue of $1,881,187 for the three months ended September 30, 2003 was $44,050 higher than the corresponding period of 2002. The increase was primarily a result of a $41,674 aggregate decline in rental equipment operating expenses, management fees and reimbursed administrative expenses, when compared to the corresponding period in 2002. Contributing to the decline in rental equipment operating expenses was a decline in storage, a direct result of higher utilization and its impact on reducing the number of off-hire containers in inventory. However, repositioning expense increased $10,994 from the corresponding period in the prior year, as containers were moved from low demand locations to high demand locations. Lastly, gross lease revenue (a component of net lease revenue) increased by $2,376 when compared to the corresponding period of the prior year, arising from the combined effects of higher utilization rates, lower average per-diem rental rates and the Registrant’s smaller fleet size.

Depreciation expense of $1,817,105 for the three months ended September 30, 2003 was $56,765 lower than the same period in 2002, a direct result of the Registrant’s declining fleet size.

Other general and administrative expenses were $48,736 in the third quarter of 2003, compared to $45,527 in the corresponding period of 2002, representing an increase of $3,209 or 7%.

Loss on disposal of equipment was a result of the Registrant disposing of 157 containers during the three-month period ended September 30, 2003, as compared to 196 containers during the same period in 2002. These disposals resulted in a loss of $30,079 for the three-month period ended September 30, 2003, as compared to $86,464 for the three-month period ended September 30, 2002. The Registrant believes that the net gain on container disposals in the three-month period ended September 30, 2003 was a result of various factors including the volume of disposed containers, age, condition, suitability for continued leasing, as well as the geographical location of the containers when disposed. These factors will continue to influence the decision to repair or dispose of a container when it is returned by a lessee, as well as the amount of sales proceeds received and the related gain or loss on container disposals. The level of the Registrant’s container disposals in subsequent periods will also contribute to fluctuations in the net gain or loss on disposals. There were no reductions to the carrying value of container rental equipment due to impairment during the three-month periods ended September 30, 2003 and 2003.

Nine Months Ended September 30, 2003 Compared to the Nine Months Ended September 30, 2002

Net lease revenue of $5,441,657 for the nine months ended September 30, 2003 was $454,889 higher than in the corresponding period of 2002. The increase was primarily due to a $477,618 decline in rental equipment operating expenses. Contributing to the decline in rental equipment operating expenses were decreases in handling, storage, and repair and maintenance costs, a direct result of higher utilization and its impact on reducing the number of off-hire containers in inventory. Such costs were partially offset by a $11,906 increase in the provision for doubtful accounts.

Depreciation expense of $5,474,086 for the nine months ended September 30, 2003 was $167,086 lower than the same period in 2002, a direct result of the Registrant’s declining fleet size.

Other general and administrative expenses were $154,480 in the first nine months of 2003, compared to $145,039 in the corresponding period of 2002, representing an increase of $9,441 or 7%.

Net loss on disposal of equipment was a result of the Registrant disposing of 667 containers during the nine-month period ended September 30, 2003, as compared to 495 containers during the same period in 2002. These disposals resulted in a loss of $232,017 for the nine-month period ended September 30, 2003, as compared to $169,934 for the nine-month period ended September 30, 2002. The Registrant believes that the net gain on container disposals in the nine-month period ended September 30, 2003 was a result of various factors including the volume of disposed containers, age, condition, suitability for continued leasing, as well as the geographical location of the containers when disposed. These factors will continue to influence the decision to repair or dispose of a container when it is returned by a lessee, as well as the amount of sales proceeds received and the related gain or loss on container disposals. The level of the Registrant’s container disposals in

(Continued)

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subsequent periods will also contribute to fluctuations in the net gain or loss on disposals. There were no reductions to the carrying value of container rental equipment due to impairment during the nine-month periods ended September 30, 2003 and 2002.

Liquidity and Capital Resources

Cash from Operating Activities: Net cash provided by operating activities was $5,467,483 and $4,961,168 during the first nine months of 2003 and 2002, respectively, primarily generated from the billing and collection of net lease revenue.

Cash from Investing Activities: Net cash provided by investing activities during the nine-month periods ending September 30, 2003 and 2002 included sales proceeds generated from the sale of rental equipment of $851,284 and $494,520, respectively.

Cash from Financing Activities: Net cash used in financing activities was $6,983,013 during the first nine months of 2003 compared to $4,973,340 in the corresponding period of 2002. These amounts represent distributions to the Registrant’s general and limited partners. The Registrant’s fleet size, as well as current market conditions, may produce lower operating results and, consequently, lower distributions to its partners in subsequent periods. Sales proceeds distributed to its partners may fluctuate in subsequent periods, reflecting the level of container disposals.

Capital Resources

Capital Resources: Aside from the initial working capital reserve retained from the gross subscription proceeds (equal to approximately 1% of such proceeds), the Registrant relied primarily on container rental receipts to generate distributions to its general and limited partners, as well as to finance current operating needs. Quarterly distributions are also affected by periodic increases or decreases to working capital reserves, as deemed appropriate by CCC, to ensure cash reserves on hand are sufficient to meet the Registrant’s operating requirements. No credit lines are maintained to finance working capital.

Critical Accounting Policies

Container equipment – depreciable lives: Container rental equipment is depreciated over a useful life of 15 years to a residual value of 10%. The Registrant re-evaluates the period of amortization and residual values to determine whether subsequent events and circumstances warrant revised estimates of useful lives and residual values.

Container equipment – valuation: The Registrant reviews container rental equipment when changes in circumstances require consideration as to whether the carrying value of the equipment has become impaired, pursuant to guidance established in SFAS No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets.” The Registrant considers assets to be impaired if the carrying value of the asset exceeds the future projected cash flows from related operations (undiscounted and without interest charges). When impairment is deemed to exist, the assets are written down to fair value or projected discounted cash flows from related operations. The Registrant periodically evaluates future cash flows and potential impairment of its fleet by container type rather than for each individual container. Therefore, future losses could result for individual container dispositions due to various factors including age, condition, suitability for continued leasing, as well as geographic location of the containers where disposed. Considerable judgment 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.

Inflation

The Registrant believes inflation has not had a material adverse effect on the results of its operations.

(Continued)

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Item 3. Quantitative and Qualitative Disclosures About Market Risk

Exchange rate risk: Substantially all of the Registrant’s revenues are billed and paid in US dollars and a significant portion of costs are billed and paid in US dollars. The Leasing Company believes that the proportion of US dollar revenues may decrease in future years, reflecting a more diversified customer base and lease portfolio. Of the remaining costs, the majority are individually small, unpredictable and incurred in various denominations and thus are not suitable for cost effective hedging.

The Leasing Company may hedge a portion of the expenses that are predictable and are principally in UK pounds sterling. As exchange rates are outside of the control of the Registrant and the Leasing Company, there can be no assurance that such fluctuations will not adversely affect its results of operations and financial condition.

Item 4. Controls and Procedures

The principal executive and principal financial officers of CCC have evaluated the disclosure controls and procedures of the Registrant within 90 days prior to the filing of this quarterly report. As used herein, the term “disclosure controls and procedures” has the meaning given to the term by Rule 13a-14 under the Securities Exchange Act of 1934, as amended (“Exchange Act”), and includes the controls and other procedures of the Registrant that are designed to ensure that information required to be disclosed by the Registrant in the reports that it files with the SEC under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Based upon their evaluation, the principal executive and principal financial officers of CCC have concluded that the Registrant’s disclosure controls and procedures provide reasonable assurance that the information required to be disclosed by the Registrant in this report is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms applicable to the preparation of this report.

There have been no significant changes in the Registrant’s internal controls or in other factors that could significantly affect the Registrant’s internal controls subsequent to the evaluation described above conducted by CCC’s principal executive and financial officers.

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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   ***
             
  31.1     Rule 13a-14 Certification   Filed with this document
             
  31.2     Rule 13a-14 Certification   Filed with this document
             
  32     Section 1350 Certifications   Filed with this document
****

(b)   Reports on Form 8-K
 
    No reports on Form 8-K were filed by the Registrant during the quarter ended September 30, 2003.


*   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)
 
****   These certifications, required by Section 906 of the Sarbanes-Oxley Act of 2002, other than as required by Section 906, is not to be deemed “filed” with the Commission or subject to the rules and regulations promulgated by the Commission under the Securities Exchange Act of 1934, as amended, or to the liabilities of Section 18 of said Act.

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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/ Dennis J. Tietz
       
        Dennis J. Tietz
        President and Director of Cronos Capital Corp. (“CCC”)
        Principal Executive Officer of CCC
         
    By   /s/ John Kallas
       
        John Kallas
        Chief Financial Officer and
        Director of Cronos Capital Corp. (“CCC”)
        Principal Financial and Accounting Officer of CCC
         
Date: November 12, 2003        

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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   ***
             
  31.1     Rule 13a-14 Certification   Filed with this document
             
  31.2     Rule 13a-14 Certification   Filed with this document
             
  32     Section 1350 Certifications   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)
 
****   These certifications, required by Section 906 of the Sarbanes-Oxley Act of 2002, other than as required by Section 906, is not to be deemed “filed” with the Commission or subject to the rules and regulations promulgated by the Commission under the Securities Exchange Act of 1934, as amended, or to the liabilities of Section 18 of said Act.