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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED, EFFECTIVE OCTOBER 7, 1996].
For the fiscal year ended December 31, 1997
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 [NO FEE REQUIRED]
For the transition period from __________ to __________.
Commission file number 0-23886
CRONOS GLOBAL INCOME FUND XV, L.P.
(Exact name of registrant as specified in its charter)
California 94-3186624
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
444 Market Street, 15th Floor, San Francisco, California 94111
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (415) 677-8990
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange on
Title of each class which registered
------------------- --------------------------
Not Applicable
------------------------ ------------------------------
Securities registered pursuant to Section 12(g) of the Act:
UNITS OF LIMITED PARTNERSHIP INTERESTS
------------------------------------------------
(Title of Class)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports, and (2) has been subject to such filing
requirements for the past 90 days. Yes [X]. No [ ].
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K (Section 229.405 of this chapter) is not contained herein, and
will not be contained, to the best of registrant's knowledge, in definitive
proxy or information statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K. [X]
The aggregate market value of the voting stock held by non-affiliates of the
registrant is not applicable.
Documents Incorporated by Reference
PART I
Item 1 - Business Prospectus of Cronos Global Income Fund XV, L.P., dated December 17, 1993
included as part of Registration Statement on Form S-1 (No. 33-69356)
Certificate of Limited Partnership of Cronos Global Income Fund XV, L.P.,
filed as Exhibit 3.2 to the Registration Statement on Form S-1 (No. 33-69356)
Form of Leasing Agent Agreement with Cronos Containers Limited.,
filed as Exhibit 10.2 to the Registration Statement on Form S-1
(No. 33-69356)
PART II
Item 9 - Changes in and Dis- Current Report on Form 8-K of Cronos Global Income Fund XV, L.P.,
agreements with filed February 7, 1997 and April 14, 1997, respectively, and
Accountants on Amendment No. 1 to Current Report on Form 8-K filed
Accounting and February 26, 1997.
Financial Disclosure
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PART I - FINANCIAL INFORMATION
Item 1. Business
(a) General Development of Business
The Registrant is a limited partnership organized under the laws of the State
of California on August 26, 1993, for the purpose of owning and leasing marine
cargo containers, special purpose containers and container-related equipment.
The Registrant was initially capitalized with $100 and commenced offering its
limited partnership interests to the public subsequent to December 17, 1993,
pursuant to its Registration Statement on Form S-1 (File No. 33-69356). On
October 12, 1994, the Registrant filed a Post-Effective Amendment to its
Registration Statement on Form S-1. The offering terminated on December 15,
1995.
The Registrant raised $143,031,380 in subscription proceeds. The following
table sets forth the use of said subscription proceeds:
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 $ 2,977,551 2.1%
Total Public Offering Expenses $ 17,280,689 12.1%
------------ -----
Net Proceeds $125,750,691 87.9%
Acquisition Fees $ 5,918,588 4.1%
Working Capital Reserve $ 1,460,334 1.0%
Unexpended Proceeds $ - -
------------ -----
Gross Proceeds Invested in Equipment $118,371,769 82.8%
============ =====
On July 22, 1994, the Registrant secured a $25 million bridge loan from a
bank. The loan allowed the Registrant to take advantage of equipment purchasing
opportunities pending the raising of sufficient net proceeds that would
otherwise be available to purchase such equipment. The bridge loan had the
characteristics of a revolving credit facility, permitting the Registrant the
flexibility to borrow amounts thereunder (up to a maximum of $25 million), repay
from net proceeds the amounts borrowed, to borrow additional amounts prior to
the termination of the offering. At December 15, 1995, the termination date of
the offering, the bridge loan expired and was repaid in full from net proceeds
raised by the Registrant.
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The general partner of the Registrant is Cronos Capital Corp. ("CCC"), a
wholly-owned subsidiary of Cronos Holdings/Investments (U.S.), Inc., a Delaware
corporation, which is in turn a wholly-owned subsidiary of The Cronos Group, a
Luxembourg company. These and other affiliated companies are ultimately
wholly-owned by The Cronos Group, a holding company registered in Luxembourg
("the Holding Company") and are collectively referred to as the "Group". The
activities of the container division of the Group are managed through the
Group's subsidiary in the United Kingdom, Cronos Containers Limited ("the
Leasing Company"). The Leasing Company manages the leasing operations of all
equipment owned or managed by the Group on its own behalf or on behalf of other
third-party container owners, including all other programs organized by CCC.
On December 1, 1993, the Leasing Company entered into a Leasing Agent
Agreement with the Registrant assuming the responsibility for all container
leasing activities.
For information concerning the containers acquired by the Registrant, see
Item 2, "Properties."
As reported in the Registrant's Current Report on Form 8-K and Amendment No.
1 to Current Report on Form 8-K, filed with the Commission on February 7, 1997
and February 26, 1997, respectively, Arthur Andersen, London, England, resigned
as auditors of The Cronos Group, a Luxembourg Corporation headquartered in
Orchard Lea, England (the "Parent Company"), on February 3, 1997.
The Parent Company is the indirect corporate parent of CCC, the General
Partner of the Partnership. In its letter of resignation to the Parent Company,
Arthur Andersen stated 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 CCC, Arthur Andersen confirmed to CCC that its
resignation as auditors of the entities referred to in its letter of resignation
included its resignation as auditors of CCC and the Registrant.
CCC does not believe, based upon the information currently available to it,
that Arthur Andersen's resignation was triggered by any concern over the
accounting policies and procedures followed by the Registrant.
Arthur Andersen's report on the financial statements of CCC and the
Registrant, for years preceding 1996, 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 1995 fiscal year and the subsequent interim period
preceding Arthur Andersen's resignation, there have been no disagreements
between CCC 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.
In connection with its resignation, Arthur Andersen also prepared a report
pursuant to the provisions of Section 10A(b)(2) of the Securities Exchange Act
of 1934, as amended, for filing by the Parent Company with the Securities and
Exchange Commission (the "SEC"). Following the report of Arthur Andersen, the
SEC, on February 10, 1997, commenced a private investigation of the Parent
Company for the purpose of investigating the matters discussed in such report
and related matters. The Registrant does not believe that the focus of the SEC's
investigation is upon the Registrant or CCC. CCC is unable to predict the
outcome of the SEC's ongoing private investigation of the Parent Company.
In 1993, the Parent Company negotiated a credit facility (hereinafter, the
"Credit Facility") with several banks for the use of the Parent Company and its
affiliates, including CCC. At December 31, 1996, approximately $73,500,000 in
principal indebtedness was outstanding under the Credit Facility. As a party to
the Credit Facility, CCC is jointly and severally liable for the repayment of
all principal and interest owed under the Credit Facility. The obligations of
CCC, and the five other subsidiaries of the Parent Company that are borrowers
under the Credit Facility, are guaranteed by the Parent Company.
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Following negotiations in 1997 with the banks providing the Credit Facility,
an Amended and Restated Credit Agreement was executed in June 1997, subject to
various actions being taken by the Parent Company and its subsidiaries,
primarily relating to the provision of additional collateral. This Agreement was
further amended in July 1997 and the provisions of the Agreement and its
Amendment converted the facility to a term loan, payable in installments, with a
final maturity date of May 31, 1998. At December 31, 1997, approximately
$37,600,000 was outstanding under the Credit Facility.
The terms of the Agreement and its Amendment also provide for additional
security over shares in the subsidiary of the Parent Company that owns the head
office of the Parent Company's container leasing operations. They also provided
for the loans to Stefan M. Palatin, the Chairman of the Parent Company (the
"Chairman") and its Chief Executive Officer (and a Director of CCC), of
approximately $5,990,000 and $3,700,000 (totaling approximately $9,690,000) to
be restructured as obligations of the Chairman to another subsidiary of the
Parent Company. These obligations have been collaterally assigned to the lending
banks, together with the pledge of 1,000,000 shares of the Parent Company's
Common Stock owned by the Chairman. These 1,000,000 shares represent 11% of the
issued and outstanding shares of Common Stock of the Parent Company as of
December 31, 1997. The shares of the Parent Company are traded on NASDAQ
(CRNSF). (The Chairman, including the 1,000,000 shares pledged to the banks,
owns approximately 55% of the issued and outstanding shares of Common Stock of
the Parent Company as of December 31, 1997). Additionally, CCC granted the
lending banks a security interest in the fees to which it is entitled for the
services it renders to the container leasing partnerships of which it acts as
general partner, including its fee income payable by the Partnership.
The lending banks have indicated that they will not renew the Credit
Facility, and the Parent Company has yet to secure a source for repayment of the
balance due under the Credit Facility at May 31, 1998. CCC is currently in
discussions with the management of the Parent Company to provide assurance that
the management of the container leasing partnerships managed by CCC, including
the Registrant, is not disrupted pending a refinancing or reorganization of the
indebtedness of the Parent Company and its affiliates.
The Registrant is not a borrower under the Credit Facility, and neither the
containers nor the other assets of the Registrant have been pledged as
collateral under the Credit Facility.
The Registrant is unable to determine the impact, if any, these concerns may
have on the future operating results and financial condition of the Registrant
or CCC and the Leasing Company's ability to manage the Registrant's fleet in
subsequent periods.
(b) Financial Information About Industry Segments
Inapplicable.
(c) Narrative Description of Business
(c)(1)(i) A marine cargo container is a reusable metal container designed for
the efficient carriage of cargo with a minimum of exposure to loss from damage
or theft. Containers are manufactured to conform to worldwide standards of
container dimensions and container ship fittings adopted by the International
Standards Organization ("ISO") in 1968. The standard container is either 20'
long x 8' wide x 8'6" high (one twenty-foot equivalent unit ("TEU"), the
standard unit of physical measurement in the container industry) or 40' long x
8' wide x 8'6" high (two TEU). Standardization of the construction, maintenance
and handling of containers allows containers to be picked up, dropped off,
stored and repaired effectively throughout the world. This standardization is
the foundation on which the container industry has developed.
Standard dry cargo containers are rectangular boxes with no moving parts,
other than doors, and are typically made of steel. They are constructed to carry
a wide variety of cargos ranging from heavy industrial raw materials to
light-weight finished goods. Specialized containers include, among others,
refrigerated containers for the transport of temperature-sensitive goods and
tank containers for the carriage of liquid cargo.
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One of the primary benefits of containerization has been the ability of the
shipping industry to effectively lower freight rates due to the efficiencies
created by standardized intermodal containers. Containers can be handled much
more efficiently than loose cargo and are typically shipped via several modes of
transportation, including truck, railway and ship. Containers require loading
and unloading only once and remain sealed until arrival at the final
destination, significantly reducing transport time, labor and handling costs and
losses due to damage and theft. Efficient movement of containerized cargo
between ship and shore reduces the amount of time that a ship must spend in port
and reduces the transit time of freight moves.
The logistical advantages and reduced freight rates brought about by
containerization have been a major catalyst for world trade growth during the
last twenty-five years, which in turn has generated increased demand for
containerization.
The rapid growth of containerization began with the standardization of
equipment sizes by international agreement in the late 1960's. Initially
confined to the highly competitive trade routes among the industrialized
nations, containerization expanded into substantially all free-world trade
routes by the early 1970's.
Throughout the decade of the 1970's, conversion from break bulk shipping
methods to containers gained momentum in an environment of generally robust
growth in world trade (except during the 1975-76 world-wide recession). Both
shipping lines and container leasing companies responded to this growing market
demand with major container purchases, while container manufacturers
substantially boosted production capacity.
During the early and mid-1980's, the container industry encountered
alternating periods of slow trade growth, creating excess container capacity,
followed by periods of economic recovery. From the late 1980s to 1991, the
container industry generally experienced a balance in supply and demand for
equipment. In 1992, companies embarked on ambitious container production
programs encouraged by positive economic forecasts and the profitability of the
industry in previous years. This produced an oversupply of containers as some of
the major world economies slipped into recession and ocean carriers and leasing
companies built up large container inventories. During 1993, container
purchasing declined, generally helping to reduce the oversupply of containers.
During 1994 and 1995, the world's major industrialized nations emerged from a
global economic recession. Consequently, excess equipment inventories that had
resulted from the sluggish growth in world trade during 1992 and 1993, as well
as increased production capacity, were absorbed. However, since 1995, the growth
of the industry's fleet, as well as containership tonnage, outpaced increases in
world containerized trade and resulted in a steady decline in container prices
to levels not seen in a decade. Consequently, ocean carriers reduced their
holding of leased container equipment and increased the number of containers
purchased for their own account. Additionally, ocean carriers, through the
efforts of strategic shipping alliances, were able to increase the efficiency of
utilizing owned containers, further reducing their reliance on leased
containers. As a result, the container leasing industry has, since mid - 1995,
experienced a decline in container utilization and per-diem rental rates.
The Registrant believes that the favorable growth of containerization has
been and will be impacted in subsequent years for the following reasons:
o Lower freight rates resulting from containerization are generating new
cargos that previously were not economical to export. Containerization
provides inexpensive, timely and secure transport to manufacturers
allowing them to take advantage of regional opportunities in technology or
labor, and to move products to different locations at various stages of
production;
o Intermodal traffic is expected to continue to grow, and industrialized
countries are continuing to improve intermodal infrastructure (i.e.,
railways, roads and ports);
o Shippers continue to demand transportation of cargo by containers rather
than break-bulk;
o Countries with rapidly-growing economies in emerging markets are
continuing to build new container port facilities that accommodate an
increased flow of containerized trade; and
o Trade agreements, such as the North American Free Trade Agreement
("NAFTA") and the General Agreement on Tariffs and Trade ("GATT"), should
further stimulate world trade, and, therefore containerized trade.
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The container leasing industry has been a significant contributor to the
growth of containerization. To an ocean carrier, the primary benefits of leasing
rather than owning containers are as follows:
o Reduced Capital Expenditures. Leasing is an attractive option to ocean
carriers because ownership of containers requires significant capital
expenditures. Carriers constantly evaluate their investment strategy, with
container purchasing competing directly with other expenditure
requirements, such as ship purchases, ship conversions and terminal
improvements. Container leasing allows ocean carriers to invest capital in
assets that are more central to their business.
o Improved Asset Management. Trade flow imbalances and seasonal demands
frequently leave ocean carriers with regional surpluses or shortages of
containers, requiring costly repositioning of empty containers. Leasing
companies help ocean carriers manage these trade imbalances by providing
the inventory to service demand, reducing the costs of maintaining local
inventories and minimizing repositioning expenses. By matching different
carriers' container needs, leasing companies can reduce their own risks of
container inventory imbalances and seasonality through a portfolio of
lessees as well as variations in lease terms.
o Increased Container Fleet Flexibility. Ocean carriers benefit from the
variety of lease types offered by leasing companies such as the master
lease, long-term and short-term lease and direct financing lease. These
various leases give ocean carriers flexibility in sizing their fleets
while minimizing capital costs. For example, master lease agreements give
ocean carriers the option of adjusting the size of their fleets, with the
flexibility to pick-up and drop-off containers at various locations around
the world.
Dry cargo containers are the most-commonly used type of container in the
shipping industry. The Registrant's dry cargo container fleet is constructed of
all Corten(R) steel (Corten(R) roofs, walls, doors and undercarriage), a
high-tensile steel yielding greater damage and corrosion resistance than mild
steel.
Refrigerated containers are used to transport temperature-sensitive products
such as meat, fruit, vegetables and photographic film. All of the Registrant's
refrigerated containers have high-grade stainless steel interiors. The
Registrant's 20-foot refrigerated containers have high-grade stainless steel
walls, while the Registrant's 40-foot refrigerated containers are steel framed
with aluminum outer walls to reduce weight. As with the dry cargo containers,
all refrigerated containers are designed to minimize repair and maintenance and
maximize damage resistance. The Registrant's refrigerated containers are
designed and manufactured to include the latest generation refrigeration
equipment, with modular microprocessors controlling and monitoring the
container.
The Registrant's tank containers are constructed in compliance with
International Maritime Organization ("IMO") standards and recommendations. The
tanks purchased by the Registrant are all IMO-1 type tanks, constructed to
comply with IMO recommendations which require specific pressure ratings and
shell thicknesses. These containers are designed to carry highly-inflammable
materials, corrosives, toxics and oxidizing substances, but are also capable of
carrying non-hazardous materials and foodstuffs. They have a capacity of
21,000-24,000 liters and are insulated and equipped with steam and/or electrical
heating.
The Registrant's containers are leased primarily to ocean-going steamship
companies operating in major trade routes (see Item 1(d)). Most if not all of
the Registrant's marine dry cargo containers are leased pursuant to operating
leases, primarily master leases, where the containers are leased to the ocean
carrier on a daily basis for any desired length of time, with the flexibility of
picking up and dropping off containers at various agreed upon locations around
the world and, secondarily, term leases (1-5 years) and one-way or round-trip
leases. Special purpose containers acquired by the Registrant, including
refrigerated and tank containers, are generally committed to term leases, where
the high cost of interchanging the higher value specialized container makes
master lease agreements less attractive to customers.
Master lease agreements. A master lease is designed to provide greater
flexibility by allowing customers to pick-up and drop-off containers where and
when needed, subject to restrictions and availability, on pre-agreed terms. The
commercial terms of master leases are generally negotiated annually. Master
leases also define the number of containers that may be returned within each
calendar month and the return locations and applicable drop-off charges. Because
of the increased flexibility they offer, master leases usually command higher
per-diem rates and generate more ancillary fees (including pick-up, drop-off,
handling and off-hire fees) than term leases.
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Term lease agreements. Term lease agreements include short-term and long-term
leases. Long-term lease agreements define the number of containers to be leased,
the pick-up and drop-off locations, the applicable per-diem rate for the
duration of the lease and the early termination penalties that may apply in the
event of early redelivery. Ocean carriers use long-term leases when they have a
need for identified containers for a specified term. Long-term leases usually
are not terminated early by the customer and provide the Registrant with stable
and relatively predictable sources of revenue, although per-diem rates and
ancillary charges are lower under long-term leases than under master lease
agreements. Short-term lease agreements have a duration of less than one year
and include one-way, repositioning and round-trip leases. They differ from
master leases in that they define the number and the term of containers to be
leased. Ocean carriers use one-way leases to manage trade imbalances (where more
containerized cargo moves in one direction than another) by picking up a
container in one port and dropping it off at another after one or more legs of a
voyage. Except for direct financing leases, lease rates typically are highest
for short-term leases.
Under these leases, customers are responsible for paying all taxes and
service charges arising from container use, maintaining the containers in good
and safe operating condition while on lease and paying for repairs upon
redelivery, other than ordinary wear and tear. Some leases provide for a "damage
protection plan" whereby lessees, for an additional payment (which may be in the
form of a higher per-diem rate), are relieved of the responsibility of paying
some of the repair costs upon redelivery of the containers. The Leasing Company
has historically provided this service on a limited basis to selected customers.
Repairs provided under such plans are carried out by the same depots, under the
same procedures, as are repairs to containers not covered by such plans.
Customers also are required to insure leased containers against physical damage
and loss, and against third party liability for loss, damage, bodily injury or
death.
All containers are inspected and repaired when redelivered by a customer, and
customers are obligated to pay for all damage repair, excluding wear and tear,
according to standardized industry guidelines. Depots in major port areas
perform repair and maintenance which is verified by independent surveyors or the
Leasing Company's technical and operations staff.
Before any repair or refurbishment is authorized on older containers in the
Registrant's fleet, the Leasing Company's technical and operations staff reviews
the age, condition and type of container and its suitability for continued
leasing. The Leasing Company compares the cost of such repair or refurbishment
with the prevailing market resale price that might be obtained for that
container and makes the appropriate decision whether to repair or sell the
container.
The non-cancelable terms of the operating leases of the Registrant's
containers will not be sufficient to return to the Registrant as lessor the
purchase price of the equipment. In order to recover the original investment in
the equipment and achieve an adequate return thereon, it is necessary to renew
the lease, lease the equipment to another lessee at the end of the initial lease
term, or sell the equipment.
The Registrant estimates that a dry cargo or refrigerated container may be
used as a leased marine cargo container for a period ranging from 10 to 15
years. Tank containers generally may be used for 12 to 18 years. The Registrant
disposes of used containers in a worldwide market for used containers in which
buyers include wholesalers, mini-storage operators, construction companies and
others. The market for used refrigerated and tank containers is not as developed
as the market for used dry cargo containers. Although used refrigerated and tank
containers will command a higher price than a dry cargo container, a dry cargo
container will bring a higher percentage of its original price. As the
Registrant's fleet ages, a larger proportion of its revenues will be derived
from selling its containers.
Of the 25,767 twenty-foot, 8,697 forty-foot and 1,780 forty-foot high-cube
marine dry cargo containers, the 463 twenty-foot and 100 forty-foot high-cube
refrigerated marine cargo containers, and the 227 twenty-four thousand liter
tanks owned by the Registrant as of December 31, 1997, 21,485 twenty-foot (or
83% thereof), 7,222 forty-foot (or 83% thereof) and 1,611 forty-foot high-cube
marine dry cargo containers (or 91% thereof), 403 twenty-foot (or 87% thereof)
and 100 forty-foot high-cube refrigerated containers (or 100% thereof), and 197
twenty-four thousand liter tanks (or 87% thereof) were on lease.
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The following table sets forth the information on the lease terms with
respect to the containers on lease:
Number of
Containers
----------
20-Foot Dry Cargo Containers:
Term Leases 4,116
Master Leases 17,369
40-Foot Dry Cargo Containers:
Term Leases 1,200
Master Leases 6,022
40-Foot High-Cube Dry Cargo Containers:
Term Leases 141
Master Leases 1,470
20-Foot Refrigerated Cargo Containers:
Term Leases 283
Master Leases 120
40-Foot Refrigerated Cargo Containers:
Term Leases 100
Master Leases -
24,000-Liter Tank Containers:
Term Leases 193
Master Leases 4
The Leasing Company will make payments to the Registrant based upon rentals
collected from ocean carriers after deducting certain operating expenses
associated with the containers, such as the base management fee payable to the
Leasing Company, certain expense reimbursements to CCC, the Leasing Company, and
its affiliates, the costs of maintenance and repairs not performed by lessees,
independent agent fees and expenses, depot expenses for handling, inspection and
storage, and additional insurance.
The Registrant's sales and marketing operations are conducted through the
Leasing Company, in the United Kingdom, with support provided by area offices
and dedicated agents located in San Francisco, California; Iselin, New Jersey;
Windsor, England; Hamburg; Antwerp; Auckland; Genoa; Singapore; Hong Kong;
Sydney; Tokyo; Taipei; Seoul; Rio de Janeiro; and Shanghai. Each of the Leasing
Company's area offices and dedicated agents is staffed with local people
familiar with the customers and language of the region. The Leasing Company's
marketing directors have been employed in the container industry in their
respective regions for an average of 12 years, building direct personal
relationships with the local ocean carriers and locally-based representatives of
other ocean carriers.
The Leasing Company also maintains agency relationships with over 45
independent agents around the world, who are generally paid a commission based
upon the amount of revenues they generate in the region or the number of
containers that are leased from their area on behalf of the Registrant. They are
located in jurisdictions where the volume of the Leasing Company's business
necessitates a presence in the area but is not sufficient to justify a
fully-functioning Leasing Company office or dedicated agent. These agents
provide marketing support to the area offices covering the region, together with
limited operational support.
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In addition, the Leasing Company relies on the services of over 350
independently-owned and operated depots around the world to inspect, repair,
maintain and store containers while off-hire. The Leasing Company's area offices
authorize all container movements into and out of the depot and supervise all
repair and maintenance performed by the depot. The Leasing Company's technical
staff sets the standards for repair of its owned and managed fleet throughout
the world and monitors the quality of depot repair work. The depots provide a
vital link to the Leasing Company's operations, as the redelivery of a container
into a depot is the point at which the container is off-hired from one customer
and repaired in preparation for re-leasing to the next, and the point when the
Leasing Company's area offices report the container's movements onto the Leasing
Company's equipment tracking system. The Leasing Company's computer system has
the capability to accommodate future developments, such as allowing depots
access to record directly on the system the on-hire and off-hire activity of
containers delivered into the depot. It also has the capability of verifying the
terms of redelivery authorized by the area offices. These functions are
currently being performed by the Leasing Company's area offices.
The Registrant relies upon the financial and operational systems provided by
the Leasing Company and its affiliates, as well as the systems provided by other
independent third parties. The Registrant has received assurances from the
Leasing Company and independent third parties, indicating that plans have been
developed and implemented to address issues related to the impact year 2000 will
have on these systems. The financial impact of making these required system
changes is not expected to be material to the Registrant's financial position,
results of operations or cash flows.
(c)(1)(ii) Inapplicable.
(c)(1)(iii) Inapplicable.
(c)(1)(iv) Inapplicable.
(c)(1)(v) The Registrant's containers are leased globally, therefore,
seasonal fluctuations are minimal. Other economic and business factors to which
the transportation industry in general and the container leasing industry in
particular are subject, include fluctuations in supply and demand for equipment
resulting from, among other things, obsolescence, changes in the methods or
economics of a particular mode of transportation or changes in governmental
regulations or safety standards.
(c)(1)(vi) The Registrant established a working capital reserve of
approximately 1% of subscription proceeds raised. In addition, the Registrant
may reserve additional amounts from anticipated cash distributions to the
partners to meet working capital requirements.
Amounts due under master leases are calculated at the end of each month and
billed approximately six to eight days thereafter. Amounts due under short-term
and long-term leases are set forth in the respective lease agreements and are
generally payable monthly. Past due penalties are not customarily collected from
lessees, and accordingly are not generally levied by the Leasing Company against
lessees of the Registrant's containers.
(c)(1)(vii) For the year ended December 31, 1997, no single lessee accounted
for 10% or more of the Registrant's rental income. The Registrant does not
believe that its ongoing business is dependent upon a single customer, although
the loss of one or more of its largest customers could have an adverse effect
upon its business.
(c)(1)(viii) Inapplicable.
(c)(1)(ix) Inapplicable.
(c)(1)(x) Competition among container leasing companies is based upon several
factors, including the location and availability of inventory, lease rates, the
type, quality and condition of the containers, the quality and flexibility of
the service offered and the confidence in and professional relationship with the
lessor. Other factors include the speed with which a leasing company can prepare
its containers for lease and the ease with which a lessee believes it can do
business with a lessor or its local area office. The Leasing Company believes
that it, on behalf of the Registrant, competes favorably on all of these
factors.
9
10
The Leasing Company, on behalf of the Registrant, competes with various
container leasing companies in the markets in which it conducts business,
including Transamerica Leasing, GE-Seaco, Florens Container Corp., Textainer
Group, Triton Container International, Interpool Inc., Xtra Group, Container
Applications Inc. and others. During 1996 and 1997, two of the container leasing
industry's largest mergers transpired. The acquisition of Trans Ocean Ltd by
Transamerica Leasing in 1996, and the 1997 merger between the fleets of Genstar
Container Corp. and Sea Containers to form GE-Seaco, resulted in the creation of
the two largest leasing organizations in the container leasing industry. It is
estimated that, at the end of 1997, these two organizations controlled
approximately 45% of the worldwide leased container fleet. These and other
competitors of the Leasing Company may have greater financial resources and may
be capable of offering lower per-diem rates. Since 1996, the container leasing
industry has also experienced the formation of new leasing companies, which have
been able to compete at lower per-diem rates as a result of the decline in
container prices and cost of capital. In the Leasing Company's experience,
however, ocean carriers will generally lease containers from more than one
leasing company in order to minimize dependence on a single supplier. In
addition, not all container leasing companies compete in the same market, as
some supply only dry cargo containers and not specialized containers, while
others offer only long-term leasing.
(c)(1)(xi) Inapplicable.
(c)(1)(xii) Environmental Matters
A portion of the Registrant's equipment portfolio consists of special purpose
containers, primarily refrigerated containers. Historically, refrigerated
containers have utilized a refrigerant gas which is a chlorofluorocarbon ("CFC")
compound. It is generally assumed that CFCs are harmful to the Earth's ozone
layer when released into the atmosphere. Many nations, including the United
States, have taken action, both collectively and individually, to regulate CFCs.
These nations set various targets for the reduction in production and use of
CFCs starting as early as 1993, and their eventual elimination. There has been
substantial progress recently to determine a viable substitute for the
refrigerant used in containers, such that both the Leasing Company and the
container leasing industry association have selected a replacement refrigerant.
Production of new container refrigeration units operating with the replacement
refrigerant became generally available in 1993. All refrigerated containers
purchased by the Partnership contain the new refrigerant compound and comply
with all current environmental regulations.
Under the state and Federal laws of the United States, and possibly under the
laws of other nations, the owner of a container may be liable for environmental
damage and/or cleanup and/or other sums in the event of actual or threatened
discharge or other contamination by material in a container. This liability may
be imposed on a container owner, such as the Registrant, even if the owner is
not at fault. The Leasing Company intends, subject to availability and
prevailing market conditions, to obtain insurance on behalf of the Registrant
against these risks on such terms and in such amounts as the Leasing Company
deems reasonable. In addition, subject to availability and applicable insurance
and container industry market conditions, the Leasing Company intends to require
lessees of containers to obtain insurance which protects against these risks and
further to compel lessees to indemnify and defend the Registrant in the case of
an occurrence giving rise to possible liability under applicable environmental
laws.
(c)(1)(xiii) The Registrant, as a limited partnership, is managed by CCC, the
general partner, and accordingly does not itself have any employees. CCC has 19
employees, consisting of 4 officers, 4 other managers and 11 clerical and staff
personnel.
(d) Financial Information about Foreign and Domestic Operations and Export
Sales
The Registrant's business is not divided between foreign or domestic
operations. The Registrant's business is the leasing of containers worldwide to
ocean-going steamship companies. To this extent, the Registrant's operations are
subject to the fluctuations of worldwide economic and political conditions that
may affect the pattern and levels of world trade.
Rental income from leases to foreign customers exceeded 90% of the
Registrant's total rental income for the years 1997, 1996 and 1995. The
Registrant believes that the profitability of, and risks associated with, leases
to foreign customers is generally the same as those of leases to domestic
customers. The Leasing Company's leases generally require all payments to be
made in United States currency.
10
11
Item 2. Properties
As of December 31, 1997, the Registrant owned 25,767 twenty-foot, 8,697
forty-foot and 1,780 forty-foot high-cube marine dry cargo containers, as well
as 463 twenty-foot and 100 forty-foot refrigerated cargo containers, and 227
twenty-four thousand-liter tanks, suitable for transporting cargo by rail, sea
or highway. The average useful life and manufacturers' invoice cost of the
Registrant's fleet as of December 31, 1997 was as follows:
Estimated
Useful Life Average Age Average Cost
----------- ----------- ------------
20-Foot Dry Cargo Containers 10-15 years 3 years $ 2,484
40-Foot Dry Cargo Containers 10-15 years 3 years $ 3,970
40-Foot High-Cube Dry Cargo Containers 10-15 years 3 years $ 4,302
20-Foot Refrigerated Cargo Containers 10-15 years 3 years $21,201
40-Foot Refrigerated Cargo Containers 10-15 years 4 years $24,248
24,000-Liter Tanks 10-15 years 3 years $25,393
During 1997, the Registrant invested a portion of its cash generated from
sales proceeds to replace containers which had been lost or damaged beyond
repair by purchasing 363 new twenty-foot marine dry cargo containers at an
aggregate cost of $791,714.
Utilization by lessees of the Registrant's containers fluctuates over time
depending on the supply of and demand for containers in the Registrant's
inventory locations. During 1997, utilization of the dry cargo and refrigerated
container fleet averaged 84% and 91% respectively.
During 1997, the Registrant disposed of 88 twenty-foot and 24 forty-foot and
8 forty-foot high-cube marine dry cargo containers, as well as two twenty-four
thousand liter tanks at an average book gain of $717 per container.
Item 3. Legal Proceedings
As reported in the Registrant's Current Report on Form 8-K and Amendment No.
1 to Current Report on Form 8-K, filed with the Commission on February 7, 1997
and February 26, 1997, respectively, Arthur Andersen, London, England, resigned
as auditors of The Cronos Group, a Luxembourg Corporation headquartered in
Orchard Lea, England (the "Parent Company"), on February 3, 1997.
The Parent Company is the indirect corporate parent of CCC, the General
Partner of the Partnership. In its letter of resignation to the Parent Company,
Arthur Andersen stated 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 CCC, Arthur Andersen confirmed to CCC that its
resignation as auditors of the entities referred to in its letter of resignation
included its resignation as auditors of CCC and the Registrant.
CCC does not believe, based upon the information currently available to it,
that Arthur Andersen's resignation was triggered by any concern over the
accounting policies and procedures followed by the Registrant.
Arthur Andersen's report on the financial statements of CCC and the
Registrant, for years preceding 1996, 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 1995 fiscal year and the subsequent interim period
preceding Arthur Andersen's resignation, there have been no disagreements
between CCC 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.
11
12
In connection with its resignation, Arthur Andersen also prepared a report
pursuant to the provisions of Section 10A(b)(2) of the Securities Exchange Act
of 1934, as amended, for filing by the Parent Company with the Securities and
Exchange Commission (the "SEC"). Following the report of Arthur Andersen, the
SEC, on February 10, 1997, commenced a private investigation of the Parent
Company for the purpose of investigating the matters discussed in such report
and related matters. The Registrant does not believe that the focus of the SEC's
investigation is upon the Registrant or CCC. CCC is unable to predict the
outcome of the SEC's ongoing private investigation of the Parent Company.
In 1993, the Parent Company negotiated a credit facility (hereinafter, the
"Credit Facility") with several banks for the use of the Parent Company and its
affiliates, including CCC. At December 31, 1996, approximately $73,500,000 in
principal indebtedness was outstanding under the Credit Facility. As a party to
the Credit Facility, CCC is jointly and severally liable for the repayment of
all principal and interest owed under the Credit Facility. The obligations of
CCC, and the five other subsidiaries of the Parent Company that are borrowers
under the Credit Facility, are guaranteed by the Parent Company.
Following negotiations in 1997 with the banks providing the Credit Facility,
an Amended and Restated Credit Agreement was executed in June 1997, subject to
various actions being taken by the Parent Company and its subsidiaries,
primarily relating to the provision of additional collateral. This Agreement was
further amended in July 1997 and the provisions of the Agreement and its
Amendment converted the facility to a term loan, payable in installments, with a
final maturity date of May 31, 1998. At December 31, 1997, approximately
$37,600,000 was outstanding under the Credit Facility.
The terms of the Agreement and its Amendment also provide for additional
security over shares in the subsidiary of the Parent Company that owns the head
office of the Parent Company's container leasing operations. They also provided
for the loans to Stefan M. Palatin, the Chairman of the Parent Company (the
"Chairman") and its Chief Executive Officer (and a Director of CCC), of
approximately $5,990,000 and $3,700,000 (totaling approximately $9,690,000) to
be restructured as obligations of the Chairman to another subsidiary of the
Parent Company. These obligations have been collaterally assigned to the lending
banks, together with the pledge of 1,000,000 shares of the Parent Company's
Common Stock owned by the Chairman. These 1,000,000 shares represent 11% of the
issued and outstanding shares of Common Stock of the Parent Company as of
December 31, 1997. The shares of the Parent Company are traded on NASDAQ
(CRNSF). (The Chairman, including the 1,000,000 shares pledged to the banks,
owns approximately 55% of the issued and outstanding shares of Common Stock of
the Parent Company as of December 31, 1997). Additionally, CCC granted the
lending banks a security interest in the fees to which it is entitled for the
services it renders to the container leasing partnerships of which it acts as
general partner, including its fee income payable by the Partnership.
The lending banks have indicated that they will not renew the Credit
Facility, and the Parent Company has yet to secure a source for repayment of the
balance due under the Credit Facility at May 31, 1998. CCC is currently in
discussions with the management of the Parent Company to provide assurance that
the management of the container leasing partnerships managed by CCC, including
the Registrant, is not disrupted pending a refinancing or reorganization of the
indebtedness of the Parent Company and its affiliates.
The Registrant is not a borrower under the Credit Facility, and neither the
containers nor the other assets of the Registrant have been pledged as
collateral under the Credit Facility.
The Registrant is unable to determine the impact, if any, these concerns may
have on the future operating results and financial condition of the Registrant
or CCC and the Leasing Company's ability to manage the Registrant's fleet in
subsequent periods.
Item 4. Submission of Matters to a Vote of Security Holders
Inapplicable.
12
13
PART II
Item 5. Market for the Registrant's Common Equity and Related Stockholder
Matters
(a) Market Information
(a)(1)(i) The Registrant's outstanding units of limited partnership interests
are not traded on any market nor does an established public trading market exist
for such purposes.
(a)(1)(ii) Inapplicable.
(a)(1)(iii) Inapplicable.
(a)(1)(iv) Inapplicable.
(a)(1)(v) Inapplicable.
(a)(2) Inapplicable.
(b) Holders
Number of Unit Holders
(b)(1) Title of Class as of December 31, 1997
-------------- ------------------------
Units of limited partnership
interests 8,167
(c) Dividends
Inapplicable. For the distributions made by the Registrant to its limited
partners, see Item 6 below, "Selected Financial Data."
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14
Item 6. Selected Financial Data
Year Ended December 31,
------------------------------------------------------------------
1997 1996(2) 1995(2) 1994(1),(2)
------------------------------------------------------------------
Net lease revenue
as previously reported $ 13,784,688 $ 14,160,889 $ 12,596,190 $ 3,862,148
Net lease revenue
as restated $ 13,784,688 $ 14,160,889 $ 12,596,190 $ 3,862,148
Net earnings
as previously reported $ 6,578,035 $ 7,262,658 $ 6,534,636 $ 1,871,609
Net earnings
as restated $ 6,578,035 $ 7,791,340 $ 6,891,093 $ 1,960,967
Net earnings per unit of
limited partnership interest
as previously reported $ .83 $ .90 $ 1.54 $ 1.56
Net earnings per unit of
limited partnership interest
as restated $ .83 $ .98 $ 1.61 $ 1.63
Cash distributions per unit of
limited partnership interest
as previously reported $ 1.78 $ 2.10 $ 1.71 $ 1.11
Cash distributions per unit of
limited partnership interest
as restated $ 1.78 $ 2.10 $ 1.71 $ 1.11
At year-end:
Total assets as
previously reported $111,519,209 $120,636,573 $132,869,334 $ 61,495,788
Total assets as
restated $111,519,209 $118,967,968 $130,680,952 $ 60,435,268
Partners' capital as
previously reported $111,519,209 $119,971,923 $128,489,808 $ 41,947,565
Partners' capital as
restated $111,519,209 $118,303,318 $126,301,426 $ 40,887,045
- ----------------------
(1) For the period February 22, 1994 (commencement of operations) to December
31, 1994.
(2) The Partnership's financial statements for the years ended December 31,
1994, 1995 and 1996, have been restated to reflect offering costs incurred
in connection with the offering of the Partnership's limited partnership
units, as reductions in net limited partnership contributions of the
investors, in accordance with the guidance of the Securities and Exchange
Commission's Staff Accounting Bulletin, SAB Topic 5:A. These offering
costs were previously capitalized and amortized over sixty months. The
effect was to reduce partners' capital and to increase net earnings for
all periods presented.
14
15
Item 7. Management's Discussion and Analysis of Financial Condition and Results
of Operations
Liquidity and Capital Resources
The Registrant's primary objective is to generate cash flow from operations
for distribution to its limited partners and during the initial years of its
operation, reinvest excess cash flow in additional equipment. Aside from the
initial working capital reserve retained from gross subscription proceeds (equal
to approximately 1% of such proceeds), the Registrant relies primarily on
container rental receipts to meet this objective, as well as to finance current
operating needs. No credit lines are maintained to finance working capital.
The Registrant initiated its offering of limited partnership interests to the
public subsequent to December 17, 1993. The Registrant commenced operations on
February 22, 1994 when the minimum subscription proceeds of $2,000,000 was
obtained from at least 100 investors (excluding from such count, Pennsylvania
residents, the general partner, and affiliates of the general partner). At
December 15, 1995, the termination date of the offering, the Registrant had
raised $143,031,380 through the offering of limited partnership interests, from
which it had paid brokerage commissions, reimbursed CCC for public offering
expenses, and purchased equipment.
At December 31, 1997, the Registrant had $4,789,501 in cash and cash
equivalents, a decrease of $719,067 and $29,261,716 from the December 31, 1996
and 1995 cash balances, respectively. During the first quarter of 1997, the
Registrant expended $633,000 of unused offering proceeds to pay for containers
purchased and accepted during 1996. Additionally, during 1997, the Registrant
expended $791,714 of cash generated from sales proceeds to purchase additional
containers, replacing containers which had been lost or damaged beyond repair.
Approximately $260,000 in cash generated from equipment sales has been reserved
as part of the Registrant's December 31, 1997 cash balances. Throughout the
remainder of 1998, the Registrant may use cash generated from equipment sales to
purchase and replace additional containers which had been lost or damaged beyond
repair. Amounts not used to purchase and replace containers may be distributed
to its partners.
The Registrant's allowance for doubtful accounts increased from $103,642 at
December 31, 1996 to $370,548 at December 31, 1997. This increase was
attributable to the delinquent account receivable balances of approximately 13
lessees. The Leasing Company has either negotiated specific payment terms with
these lessees or is pursuing other alternatives to collect the outstanding
balances. In each instance, the Registrant believes it has provided sufficient
reserves for all doubtful accounts.
Cash distributions from operations are allocated 5% to the general partner
and 95% to the limited partners. Distribution of sales proceeds are allocated 1%
to the general partner and 99% to the limited partners. This sharing arrangement
will remain in place until the limited partners have received aggregate
distributions in an amount equal to their capital contributions plus an 8%
cumulative, compounded (daily) annual return on their adjusted capital
contributions. Thereafter, all distributions will be allocated 15% to the
general partner and 85% to the limited partners, pursuant to Section 6.1(b) of
the Partnership Agreement. Cash distribution from operations to the general
partner in excess of 5% of distributable cash will be considered an incentive
fee and compensation to the general partner.
From inception through February 28, 1998, the Registrant has distributed
$37,865,637 in cash from operations to its limited partners, or 26% of the
Registrant's original limited partners' investment. Distributions are paid
monthly based primarily on each quarter's cash flow from operations. Monthly
distributions are also affected by periodic increases or decreases to working
capital reserves, as deemed appropriate by the general partner.
15
16
Market conditions that existed during 1996 persisted throughout 1997. Low
container prices, favorable interest rates and the abundance of available
capital continued to discourage ocean carriers and other transport companies
from leasing containers at levels comparable to previous years. During the first
half of 1997, increasing cargo volumes and continuing equipment imbalances
within the container fleets of shipping lines and transport companies
contributed to a modest recovery in utilization rates. However, by the end of
1997, the volatility of the Hong Kong and other Asian financial markets began to
negatively impact trade, shipping and container leasing. Per-diem rental rates
continued to remain under pressure as a result of the following factors:
start-up leasing companies offering new containers and low rental rates in an
effort to break into the leasing market; established leasing companies reducing
rates to very low levels; and a continuing oversupply of containers. These
conditions may impact the Registrant's financial condition and operating
performance during 1998. Additionally, see the discussion regarding The Cronos
Group under Item 7., Management's Discussion and Analysis of Financial Condition
and Results of Operations hereof.
Results of Operations
1997 - 1996
During 1997, the container leasing industry continued to experience a decline
in the demand for its containers, as conditions existing since 1996 continued to
adversely impact world trade, shipping and container leasing. These conditions
include, but are not limited to, declining container prices, favorable interest
rates and an abundance of capital which resulted in ocean carriers and transport
companies purchasing a larger share of containers for their own account. The
addition of new, larger container ships also contributed to the growth in
container ship capacity. As capacity exceeded the growth rate of world
containerized trade, ocean carriers attempted to reduce operating costs, further
reducing the demand for leased containers.
As the leasing industry's equipment remained in surplus, ocean carriers and
transport companies continued to be selective about the age and condition of
containers taken on-hire. Many have adopted a policy of only leasing containers
of a certain age or less. It has been the Registrant's experience that in
periods of weak demand, many lessees insist on equipment three to five years of
age. Such criteria currently serves as a barrier to older equipment being taken
on-hire but did not materially impact the leasing opportunities of the
Registrant's fleet, which averaged three years of age at December 31, 1997, or
its results of operations. The primary component of the Registrant's results of
operations is net lease revenue. Net lease revenue is determined by deducting
direct operating expenses, management fees and reimbursed administrative
expenses, from rental revenues billed by the Leasing Company from the leasing of
the Registrant's containers. Net lease revenue is directly related to the size,
utilization and per-diem rental rates of the Registrant's fleet. Net lease
revenue declined by approximately 3%, when compared to 1996 and is expected to
decline in subsequent periods as container leasing market conditions continue.
Gross rental revenue, a component of net lease revenue, decreased from
$21,596,882 in 1996 to $21,046,756 in 1997, a decrease of 3% from the prior
year. Average dry cargo container per-diem rental rates declined approximately
9% when compared to the prior year. Average refrigerated and tank container
per-diem rental rates decreased 6% and 2%, respectively when compared to the
prior year, respectively.
The Registrant's fleet size, as measured in twenty-foot equivalent units
("TEU"), and average utilization rates at December 31, 1997 and December 31,
1996 were as follows:
1997 1996
------ ------
Fleet size (measured in twenty-foot
equivalent units (TEU))
Dry cargo containers 46,721 46,510
Refrigerated containers 663 663
Tank containers 227 229
Average utilization
Dry cargo containers 83.8% 80.6%
Refrigerated containers 89.8% 90.8%
Tank containers 86.8% 87.3%
16
17
Rental equipment operating expenses, when measured as a percentage of rental
revenue, were approximately 23% during 1997, as compared to 22% during 1996.
This increase was due to higher repair and maintenance costs, as well as a
charge of approximately $347,000 to further provide for and replenish the
reserve for doubtful accounts. In 1996, approximately $34,000 was provided for
doubtful accounts. These increases offset declines in storage, handling and
repositioning expenses. Base management fees, dependent on the operating
performance of the fleet, declined $42,247 or approximately 3% during 1997.
Other general and administrative expenses increased $42,220, or approximately
25% during 1997. Contributing to this change was an increase associated with the
cost of the Registrant's annual audit, as well as an increase associated with
the cost of preparing and processing the Registrant's regulatory filings.
The Registrant disposed of 88 twenty-foot, 24 forty-foot and eight forty-foot
high-cube marine dry cargo containers as well as two twenty-four thousand liter
tanks during 1997, as compared to 115 twenty-foot and 19 forty-foot and 10
forty-foot high-cube marine dry cargo containers during 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.
1996 - 1995
Net lease revenue is determined by deducting direct operating expenses,
management fees and reimbursed administrative expenses, from rental revenues
billed by the Leasing Company from the leasing of the Registrant's containers
and is directly related to the size, utilization and per-diem rental rates of
the Registrant's fleet.
Gross rental revenue, a component of net lease revenue, increased from
$17,861,828 in 1995 to $21,596,882 in 1996, an increase of 21% from the prior
year. During 1996, gross rental revenue was primarily impacted by the
Registrant's increase in fleet size resulting from the investment of the
remaining unexpended offering proceeds. Average dry cargo container per-diem
rental rates declined approximately 6% when compared to the prior year. However,
average refrigerated and tank container per-diem rental rates increased 5% and
3%, respectively when compared to the prior year.
The Registrant's fleet size, as measured in twenty-foot equivalent units
("TEU"), and average utilization rates at December 31, 1996 and December 31,
1995 were as follows:
1996 1995
------ ------
Fleet size (measured in twenty-foot
equivalent units (TEU))
Dry cargo containers 46,510 39,157
Refrigerated containers 663 363
Tank containers 229 165
Average utilization
Dry cargo containers 80.6% 83.2%
Refrigerated containers 90.8% 96.9%
Tank containers 87.3% 98.2%
Rental equipment operating expenses, when measured as a percentage of rental
revenue, were approximately 22% during 1996, as compared to 17% during 1995.
This increase can be attributed to higher storage and handling costs associated
with lower equipment utilization and increased repositioning costs.
17
18
The Cronos Group
As reported in the Registrant's Current Report on Form 8-K and Amendment No.
1 to Current Report on Form 8-K, filed with the Commission on February 7, 1997
and February 26, 1997, respectively, Arthur Andersen, London, England, resigned
as auditors of The Cronos Group, a Luxembourg Corporation headquartered in
Orchard Lea, England (the "Parent Company"), on February 3, 1997.
The Parent Company is the indirect corporate parent of CCC, the General
Partner of the Partnership. In its letter of resignation to the Parent Company,
Arthur Andersen stated 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 CCC, Arthur Andersen confirmed to CCC that its
resignation as auditors of the entities referred to in its letter of resignation
included its resignation as auditors of CCC and the Registrant.
CCC does not believe, based upon the information currently available to it,
that Arthur Andersen's resignation was triggered by any concern over the
accounting policies and procedures followed by the Registrant.
Arthur Andersen's report on the financial statements of CCC and the
Registrant, for years preceding 1996, 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 1995 fiscal year and the subsequent interim period
preceding Arthur Andersen's resignation, there have been no disagreements
between CCC 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.
In connection with its resignation, Arthur Andersen also prepared a report
pursuant to the provisions of Section 10A(b)(2) of the Securities Exchange Act
of 1934, as amended, for filing by the Parent Company with the Securities and
Exchange Commission (the "SEC"). Following the report of Arthur Andersen, the
SEC, on February 10, 1997, commenced a private investigation of the Parent
Company for the purpose of investigating the matters discussed in such report
and related matters. The Registrant does not believe that the focus of the SEC's
investigation is upon the Registrant or CCC. CCC is unable to predict the
outcome of the SEC's ongoing private investigation of the Parent Company.
In 1993, the Parent Company negotiated a credit facility (hereinafter, the
"Credit Facility") with several banks for the use of the Parent Company and its
affiliates, including CCC. At December 31, 1996, approximately $73,500,000 in
principal indebtedness was outstanding under the Credit Facility. As a party to
the Credit Facility, CCC is jointly and severally liable for the repayment of
all principal and interest owed under the Credit Facility. The obligations of
CCC, and the five other subsidiaries of the Parent Company that are borrowers
under the Credit Facility, are guaranteed by the Parent Company.
Following negotiations in 1997 with the banks providing the Credit Facility,
an Amended and Restated Credit Agreement was executed in June 1997, subject to
various actions being taken by the Parent Company and its subsidiaries,
primarily relating to the provision of additional collateral. This Agreement was
further amended in July 1997 and the provisions of the Agreement and its
Amendment converted the facility to a term loan, payable in installments, with a
final maturity date of May 31, 1998. At December 31, 1997, approximately
$37,600,000 was outstanding under the Credit Facility.
The terms of the Agreement and its Amendment also provide for additional
security over shares in the subsidiary of the Parent Company that owns the head
office of the Parent Company's container leasing operations. They also provided
for the loans to Stefan M. Palatin, the Chairman of the Parent Company (the
"Chairman") and its Chief Executive Officer (and a Director of CCC), of
approximately $5,990,000 and $3,700,000 (totaling approximately $9,690,000) to
be restructured as obligations of the Chairman to another subsidiary of the
Parent Company. These obligations have been collaterally assigned to the lending
banks, together with the pledge of 1,000,000 shares of the Parent Company's
Common Stock owned by the Chairman. These 1,000,000 shares represent 11% of the
issued and outstanding shares of Common Stock of the Parent Company as of
December 31, 1997. The shares of the Parent Company are traded on NASDAQ
(CRNSF). (The Chairman, including the 1,000,000 shares pledged to the banks,
owns approximately 55% of the issued and outstanding shares of Common Stock of
the Parent Company as of December 31, 1997). Additionally, CCC granted the
lending banks a security interest in the fees to which it is entitled for the
services it renders to the container leasing partnerships of which it acts as
general partner, including its fee income payable by the Partnership.
18
19
The lending banks have indicated that they will not renew the Credit
Facility, and the Parent Company has yet to secure a source for repayment of the
balance due under the Credit Facility at May 31, 1998. CCC is currently in
discussions with the management of the Parent Company to provide assurance that
the management of the container leasing partnerships managed by CCC, including
the Registrant, is not disrupted pending a refinancing or reorganization of the
indebtedness of the Parent Company and its affiliates.
The Registrant is not a borrower under the Credit Facility, and neither the
containers nor the other assets of the Registrant have been pledged as
collateral under the Credit Facility.
The Registrant is unable to determine the impact, if any, these concerns may
have on the future operating results and financial condition of the Registrant
or CCC and the Leasing Company's ability to manage the Registrant's fleet in
subsequent periods.
Year 2000
The Registrant relies upon the financial and operational systems provided by
the Leasing Company and its affiliates, as well as the systems provided by other
independent third parties to service the three primary areas of its business:
investor processing/maintenance; container leasing/asset tracking; and
accounting finance. The Registrant has received confirmation from its
third-party investor processing/maintenance vendor that their system is Year
2000 compliant. The Registrant does not expect a material increase in its vendor
servicing fee to reimburse Year 2000 costs. Container leasing/asset tracking and
accounting/finance services are provided to the Registrant by CCC and its
affiliate, Cronos Containers Limited (the "Leasing Company"), pursuant to the
respective Limited Partnership Agreement and Leasing Agent Agreement. In 1998,
CCC and the Leasing Company will initiate a program to prepare their systems and
applications for the Year 2000. Preliminary studies indicate that testing,
conversion and upgrading of system applications is expected to cost CCC and the
Leasing Company less than $500,000. The Registrant may reimburse CCC and the
Leasing Company for certain data processing expenses as outlined in the Limited
Partnership Agreement. The Registrant's reimbursement of data processing costs
associated with Year 2000 compliance are not expected to be material. The
financial impact of making these required system changes is not expected to be
material to the Registrant's financial position, results of operations or cash
flows.
Cautionary Statement
This Annual Report on Form 10-K contains statements relating to future
results of the Registrant, including certain projections and business trends,
that are "forward-looking statements" as defined in the Private Securities
Litigation Reform Act of 1995. Actual results may differ materially from those
projected as a result of certain risks and uncertainties, including but not
limited to changes in: economic conditions; trade policies; demand for and
market acceptance of leased marine cargo containers; competitive utilization and
per-diem rental rate pressures; as well as other risks and uncertainties,
including but not limited to those described above in the discussion of the
marine container leasing business under Item 7., Management's Discussion and
Analysis of Financial Condition and Results of Operations; and those detailed
from time to time in the filings of the Registrant with the Securities and
Exchange Commission.
Item 8. Financial Statements and Supplementary Data
19
20
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
The Partners
Cronos Global Income Fund XV, L.P.:
We have audited the accompanying balance sheets of Cronos Global Income Fund XV,
L.P., as of December 31, 1997 and 1996, and the related statements of
operations, partners' capital, and cash flows for the years then ended. These
financial statements are the responsibility of the Partnership's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Cronos Global Income Fund XV,
L.P. as of December 31, 1997 and 1996, and the results of its operations and its
cash flows for the years then ended in conformity with generally accepted
accounting principles.
As further discussed in Note 13 to the financial statements, The Cronos Group,
which is the indirect corporate parent of Cronos Capital Corp., the general
partner of the Partnership, is subject to an investigation, commenced on
February 10, 1997, by the United States Securities and Exchange Commission.
Furthermore, Cronos Capital Corp. and five other subsidiaries of The Cronos
Group are borrowers under a credit facility with several banks. The credit
facility is guaranteed by The Cronos Group and the entire loan balance is due on
May 31, 1998. The lending banks have indicated that they will not renew the
credit facility, and as of the date of our report, The Cronos Group has yet to
secure a source for repayment of the balance due.
Since the commencement of operations in 1994, the Partnership's policy has been
to capitalize the underwriting commissions and other offering costs incurred in
connection with the offering of the Partnership's limited partnership units and
to amortize such costs over sixty months. This policy was not in accordance with
the guidelines of the Securities and Exchange Commission's Staff Accounting
Bulletin, SAB Topic 5:A. Accordingly, as further discussed in Note 3 to the
financial statements, the Partnership has restated its financial statements for
all years presented to reflect the offering costs as reductions of capital
contributions from the limited partners.
Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplementary information included in
Schedule 1, for the years ended December 31, 1997 and 1996, is presented for
purposes of additional analysis and is not a required part of the basic
financial statements. Such information has been subjected to the auditing
procedures applied in the audits of the basic financial statements and, in our
opinion, is fairly stated in all material respects in relation to the basic
financial statements taken as a whole.
Moore Stephens, P.C.
Certified Public Accountants
New York, New York,
February 20, 1998
20
21
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
The Partners
Cronos Global Income Fund XV, L.P.:
We have audited the accompanying statement of operations of Cronos Global Income
Fund XV, L.P., as of December 31, 1995, and the related statements of partners'
capital and cash flows for the year ended December 31, 1995 (all restated - see
note 3). These financial statements are the responsibility of the Partnership's
management. Our responsibility is to express an opinion on these financial
statements and schedule based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the results of operations of Cronos Global Income Fund
XV, L.P., as of December 31, 1995, and its cash flows for the year ended
December 31, 1995, in conformity with generally accepted accounting principles.
Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplementary information included in
Schedule 1 is presented for purposes of additional analysis and is not a
required part of the basic financial statements. This information has been
subjected to the auditing procedures applied in our audit of the basic financial
statements and, in our opinion, is fairly stated in all material respects in
relation to the basic financial statements taken as a whole.
Arthur Andersen LLP
San Francisco, California,
March 15, 1996, except for the
matter discussed in note 3, for
which the date is March 11, 1998
21
22
CRONOS GLOBAL INCOME FUND XV, L.P.
BALANCE SHEETS
DECEMBER 31, 1997 AND 1996
Assets 1997 1996
------ ------------ ------------
Current assets:
Cash and cash equivalents, includes $4,789,301 in 1997
and $5,508,329 in 1996 in interest-bearing accounts (note 2) $ 4,789,501 $ 5,508,568
Net lease receivables due from Leasing Company
(notes 1 and 4) 2,909,486 2,835,397
------------ ------------
Total current assets 7,698,987 8,343,965
------------ ------------
Container rental equipment, at cost 124,148,108 123,720,710
Less accumulated depreciation 20,429,936 13,265,647
------------ ------------
Net container rental equipment 103,718,172 110,455,063
------------ ------------
Organizational costs, net (note 3) 102,050 168,940
------------ ------------
$111,519,209 $118,967,968
============ ============
Liabilities and Partners' Capital
Current liabilities:
Due to general partner (notes 1 and 5) $ - $ 31,650
Container rental equipment purchases payable - 633,000
------------ ------------
Total current liabilities - 664,650
------------ ------------
Partners' capital:
General partner (note 3) 190 307
Limited partners (notes 3 and 10) 111,519,019 118,303,011
------------ ------------
Total partners' capital 111,519,209 118,303,318
------------ ------------
$111,519,209 $118,967,968
============ ============
The accompanying notes are an integral part of these financial statements.
22
23
CRONOS GLOBAL INCOME FUND XV, L.P.
STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED DECEMBER 31, 1997, 1996, AND 1995
1997 1996 1995
------------ ------------ ------------
Net lease revenue (notes 1 and 8) $ 13,784,688 $ 14,160,889 $ 12,596,190
Other operating expenses:
Depreciation and amortization (notes 1 and 3) 7,301,920 6,997,635 5,102,802
Other general and administrative expenses 210,367 168,146 93,551
------------ ------------ ------------
7,512,287 7,165,781 5,196,353
------------ ------------ ------------
Earnings from operations 6,272,401 6,995,108 7,399,837
Other income (expenses):
Interest income 218,140 687,741 217,039
Net gain on disposal of equipment 87,494 108,491 39,967
Interest expense - - (765,750)
------------ ------------ ------------
305,634 796,232 (508,744)
------------ ------------ ------------
Net earnings $ 6,578,035 $ 7,791,340 $ 6,891,093
============ ============ ============
Allocation of net earnings:
General partner (note 3) $ 667,991 $ 786,280 $ 360,669
Limited partners (note 3) 5,910,044 7,005,060 6,530,424
------------ ------------ ------------
$ 6,578,035 $ 7,791,340 $ 6,891,093
============ ============ ============
Limited partners' per unit share of net earnings $ 0.83 $ 0.98 $ 1.61
============ ============ ============
The accompanying notes are an integral part of these financial statements.
23
24
CRONOS GLOBAL INCOME FUND XV, L.P.
STATEMENTS OF PARTNERS' CAPITAL
FOR THE YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995
Limited
Partners General
(note 10) Partner Total
------------- ------------- -------------
Balances at December 31, 1994 $ 40,879,956 $ 7,089 $ 40,887,045
Proceeds from sale of partnership units 97,001,900 - 97,001,900
Less:
Commissions on sale of
limited partnership units (notes 3 and 9) (9,700,190) - (9,700,190)
Offering costs on sale of limited
partnership units (note 3) (1,484,319) - (1,484,319)
Net earnings 6,530,424 360,669 6,891,093
Cash distributions (6,929,398) (364,705) (7,294,103)
------------- ------------- -------------
Balances at December 31, 1995 126,298,373 3,053 126,301,426
Less offering costs on sale of limited
partnership units (8,905) - (8,905)
Net earnings 7,005,059 786,281 7,791,340
Cash distributions (14,991,516) (789,027) (15,780,543)
------------- ------------- -------------
Balances at December 31, 1996 118,303,011 307 118,303,318
Net earnings 5,910,044 667,991 6,578,035
Cash distributions (12,694,036) (668,108) (13,362,144)
------------- ------------- -------------
Balances at December 31, 1997 $ 111,519,019 $ 190 $ 111,519,209
============= ============= =============
The accompanying notes are an integral part of these financial statements.
24
25
CRONOS GLOBAL INCOME FUND XV, L.P.
STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 1997, 1996, AND 1995
1997 1996 1995
------------ ------------ ------------
Cash flows from operating activities:
Net earnings $ 6,578,035 $ 7,791,340 $ 6,891,093
Adjustments to reconcile net earnings to net cash
provided by (used in) operating activities:
Depreciation and amortization 7,301,920 6,997,635 5,102,802
Net gain on disposal of equipment (87,494) (108,491) (39,967)
Increase in net lease receivables due from
Leasing Company (20,048) (704,878) (1,050,268)
Increase in interest payable - (10,967) (35,033)
------------ ------------ ------------
Total adjustments 7,194,378 6,173,299 3,977,534
------------ ------------ ------------
Net cash provided by operating activities 13,772,413 13,964,639 10,868,627
------------ ------------ ------------
Cash flows provided by (used in) investing activities:
Proceeds from sale of container rental equipment 366,593 429,306 159,434
Purchases of container rental equipment (1,424,714) (25,854,324) (37,959,707)
Acquisition fees paid to general partner (71,215) (1,292,716) (2,724,698)
------------ ------------ ------------
Net cash used in investing activities (1,129,336) (26,717,734) (40,524,971)
------------ ------------ ------------
Cash flows provided by (used in) financing activities:
Capital contributions - - 97,001,900
Underwriting commissions - - (9,700,190)
Offering and organizational expenses - (9,011) (1,497,118)
Distributions to partners (13,362,144) (15,780,543) (7,294,103)
Borrowings from revolving credit facility - - 34,467,237
Repayments to revolving credit facility - - (51,001,493)
Loan origination costs - - (875)
------------ ------------ ------------
Net cash provided by (used in) financing activities (13,362,144) (15,789,554) 61,975,358
------------ ------------ ------------
Net increase (decrease) in cash and cash equivalents (719,067) (28,542,649) 32,319,014
Cash and cash equivalents at beginning of year 5,508,568 34,051,217 1,732,203
------------ ------------ ------------
Cash and cash equivalents at end of year $ 4,789,501 $ 5,508,568 $ 34,051,217
------------ ------------ ------------
Supplemental disclosures for cash flow information:
Cash paid during the year for:
Interest $ - $ 10,967 $ 800,783
============ ============ ============
The accompanying notes are an integral part of these financial statements.
25
26
CRONOS GLOBAL INCOME FUND XV, L.P.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1997, 1996 AND 1995
(1) Summary of Significant Accounting Policies
(a) Nature of Operations
Cronos Global Income Fund XV, L.P. (the "Partnership") is a limited
partnership organized under the laws of the State of California on
August 26, 1993, for the purpose of owning and leasing marine cargo
containers, special purpose containers and container related equipment.
Cronos Capital Corp. ("CCC") is the general partner and, with its
affiliate Cronos Containers Limited (the "Leasing Company"), manages
the business of the Partnership. The Partnership shall continue until
December 31, 2012, unless sooner terminated upon the occurrence of
certain events.
The Partnership commenced operations on February 22, 1994, when the
minimum subscription proceeds of $2,000,000 were received from over 100
subscribers (excluding from such count Pennsylvania residents, the
general partner, and all affiliates of the general partner). The
Partnership offered 7,500,000 units of limited partnership interest at
$20 per unit or $150,000,000. The offering terminated on December 15,
1995, at which time 7,151,569 limited partnership units had been
purchased.
As of December 31, 1997, the Partnership operated 25,767 twenty-foot,
8,697 forty-foot and 1,780 forty-foot high-cube marine dry cargo
containers, 463 twenty-foot and 100 forty-foot refrigerated containers
and 227 twenty four thousand-liter tanks.
(b) Leasing Company and Leasing Agent Agreement
The Partnership has entered into a Leasing Agent Agreement whereby the
Leasing Company has the responsibility to manage the leasing operations
of all equipment owned by the Partnership. Pursuant to the Agreement,
the Leasing Company is responsible for leasing, managing and re-leasing
the Partnership's containers to ocean carriers and has full discretion
over which ocean carriers and suppliers of goods and services it may
deal with. The Leasing Agent Agreement permits the Leasing Company to
use the containers owned by the Partnership, together with other
containers owned or managed by the Leasing Company and its affiliates,
as part of a single fleet operated without regard to ownership. Since
the Leasing Agent Agreement meets the definition of an operating lease
in Statement of Financial Accounting Standards (SFAS) No. 13, it is
accounted for as a lease under which the Partnership is lessor and the
Leasing Company is lessee.
The Leasing Agent Agreement generally provides that the Leasing Company
will make payments to the Partnership based upon rentals collected from
ocean carriers after deducting direct operating expenses and management
fees to CCC and the Leasing Company. The Leasing Company leases
containers to ocean carriers, generally under operating leases which
are either master leases or term leases (mostly one to five years).
Master leases do not specify the exact number of containers to be
leased or the term that each container will remain on hire but allow
the ocean carrier to pick up and drop off containers at various
locations; rentals are based upon the number of containers used and the
applicable per-diem rate. Accordingly, rentals under master leases are
all variable and contingent upon the number of containers used. Most
containers are leased to ocean carriers under master leases; leasing
agreements with fixed payment terms are not material to the financial
statements. Since there are no material minimum lease rentals, no
disclosure of minimum lease rentals is provided in these financial
statements.
See footnote 13 for further discussion regarding CCC and the Leasing
Company.
26
27
CRONOS GLOBAL INCOME FUND XV, L.P.
NOTES TO FINANCIAL STATEMENTS
(c) Concentrations of Credit Risk
The Partnership's financial instruments that are exposed to
concentrations of credit risk consist primarily of cash, cash
equivalents and net lease receivables due from the Leasing Company. See
note 2 for further discussion regarding the credit risk associated with
cash and cash equivalents.
Net lease receivables due from the Leasing Company (see notes 1(b) and
4 for discussion regarding net lease receivables) subject the
Partnership to a significant concentration of credit risk. These net
lease receivables, representing rentals collected from ocean carriers
after deducting direct operating expenses and management fees to CCC
and the Leasing Company, are remitted by the Leasing Company to the
Partnership three to four times per month. The Partnership has
historically never incurred a loss associated with the collectability
of unremitted net lease receivables due from the Leasing Company.
However, CCC and the Partnership are unable to predict the outcome of
the events discussed in note 13 and their potential impact on the
credit risk associated with these net lease receivables.
(d) Basis of Accounting
The Partnership utilizes the accrual method of accounting. Net lease
revenue is recorded by the Partnership in each period based upon its
leasing agent agreement with the Leasing Company. Net lease revenue is
generally dependent upon operating lease rentals from operating lease
agreements between the Leasing Company and its various lessees, less
direct operating expenses and management fees due in respect of the
containers specified in each operating lease agreement.
The preparation of financial statements in conformity with generally
accepted accounting principles (GAAP) requires the Partnership to make
estimates and assumptions that affect the reported amounts of assets
and liabilities and disclosure of contingent assets and liabilities at
the date of the financial statements and the reported amounts of
revenues and expenses during the reporting period. Actual results could
differ from those estimates.
(e) Allocation of Net Earnings and Partnership Distributions
Net earnings have been allocated between general and limited partners
in accordance with the Partnership Agreement.
Actual cash distributions differ from the allocations of net earnings
between the general and limited partners as presented in these
financial statements. Partnership distributions are paid to its
partners (general and limited) from distributable cash from operations,
allocated 95% to the limited partners and 5% to the general partner.
Sales proceeds are allocated 99% to the limited partners and 1% to the
general partner. The allocations remain in effect until such time as
the limited partners have received from the Partnership aggregate
distributions in an amount equal to their capital contributions plus an
8% cumulative, compounded (daily), annual return on their adjusted
capital contributions. Thereafter, all Partnership distributions will
be allocated 85% to the limited partners and 15% to the general
partner.
27
28
CRONOS GLOBAL INCOME FUND XV, L.P.
NOTES TO FINANCIAL STATEMENTS
(f) Acquisition Fees
Pursuant to Article IV Section 4.2 of the Partnership Agreement,
acquisition fees paid to CCC are based on 5% of the equipment purchase
price. These fees are capitalized and included in the cost of the
container rental equipment. The fees are payable in two or more
installments commencing in the year of purchase.
(g) Container Rental Equipment
In March 1995, the Financial Accounting Standards Board issued SFAS No.
121, "Accounting for the Impairment of Long-Lived Assets and for
Long-Lived Assets to Be Disposed Of." The Statement requires that
long-lived assets and certain identifiable intangibles to be held and
used by an entity be reviewed for impairment whenever events or changes
in circumstances indicate that the carrying amount of an asset may not
be fully recoverable. The Partnership adopted SFAS No. 121 during 1996.
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.
Depreciation policies are also evaluated to determine whether
subsequent events and circumstances warrant revised estimates of useful
lives. There were no reductions to the carrying value of container
rental equipment during 1997 and 1996.
Container rental equipment is depreciated over a twelve-year life on a
straight line basis to its salvage value, estimated to be 30%.
(h) Amortization
The Partnership's organization costs are being amortized over 60 months
on a straight-line basis. Loan origination fees were amortized over the
term of the loan.
(i) Offering Costs
Underwriting commissions of 10% on the gross proceeds from sale of
limited partnership units (not applicable to certain sales outside
California) and other offering costs (see note 3) were deducted in the
determination of net limited partnership contributions. The commissions
were paid to Cronos Securities Corp., a wholly-owned subsidiary of CCC,
and to other broker/dealers who participated in the offering.
(j) Income Taxes
The Partnership is not subject to income taxes, consequently no
provision for income taxes has been made. The Partnership files an
annual information tax return, prepared on the accrual basis of
accounting.
28
29
CRONOS GLOBAL INCOME FUND XV, L.P.
NOTES TO FINANCIAL STATEMENTS
(k) Foreign Operations
The Partnership's business is not divided between foreign or domestic
operations. The Partnership's business is the leasing of containers
worldwide to ocean-going steamship companies and does not fit the
definition of reportable foreign operations within Financial Accounting
Standards Board Statement No. 14 "Financial Reporting for Segments of a
Business Enterprise." Any attempt to separate "foreign" operations from
"domestic" operations would be dependent on definitions and assumptions
that are so subjective as to render the information meaningless and
potentially misleading.
(l) New Pronouncements
In June 1997, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards ("SFAS") No. 130,
"Reporting Comprehensive Income". SFAS No. 130 establishes standards
for reporting and display of comprehensive income and its components in
the financial statements. SFAS No. 130 is effective for fiscal years
beginning after December 15, 1997. Reclassification of financial
statements for earlier periods for comparative purposes is required.
The Partnership is in the process of determining its preferred format.
The adoption of SFAS No. 130 will have no impact on the Partnership's
results of operations, financial position or cash flows.
The FASB issued SFAS No. 131, "Disclosures about Segments of an
Enterprise and Related Information," in June 1997. SFAS No. 131
establishes standards for the way that public business enterprises
report information about operating segments in annual financial
statements and requires that those enterprises report selected
information about operating segments in interim financial reports
issued to shareholders. It also establishes standards for related
disclosures about products and services, geographic areas, and major
customers. SFAS No. 131 is effective for financial statements for
fiscal years beginning after December 15, 1997. Financial statement
disclosures for prior years are required to be restated. The
Partnership is in the process of evaluating the disclosure
requirements. The adoption of SFAS No. 131 will have no impact on the
Partnership's financial position, results of operations or cash flows.
(m) Financial Statement Presentation
The Partnership has determined that, for accounting purposes, the
Leasing Agent Agreement is a lease, and the receivables, payables,
gross revenues and operating expenses attributable to the containers
managed by the Leasing Company are, for accounting purposes, those of
the Leasing Company and not of the Partnership. Consequently, the
Partnership's balance sheets and statements of operations display the
payments to be received by the Partnership from the Leasing Company as
the Partnership's receivables and revenues.
(2) Cash and Cash Equivalents
Cash equivalents include highly liquid investments with a maturity of three
months or less on their acquisition date. Cash equivalents are carried at
cost which approximates fair value. The Partnership maintains its cash and
cash equivalents in accounts which, at times, may exceed federally insured
limits. The Partnership has not experienced any losses in such accounts and
believes it is not exposed to any significant credit risk. The Partnership
places its cash equivalents in investment grade, short term debt
instruments and limits the amount of credit exposure to any one commercial
issuer.
29
30
CRONOS GLOBAL INCOME FUND XV, L.P.
NOTES TO FINANCIAL STATEMENTS
(3) Organization and Offering Costs
The Partnership incurred $429,073 in organizational costs and loan
origination fees during its offering period. Amortization of these costs
was $66,890 in both 1997 and 1996 and 140,944 in 1995.
The Partnership's financial statements for the years ended December 31,
1994, 1995 and 1996 have been restated to reflect underwriting commissions
and other offering costs incurred in connection with the offering of the
Partnership's limited partnership units as reductions of capital
contributions from the limited partners, in accordance with the guidelines
of the Securities and Exchange Commission's Staff Accounting Bulletin, SAB
Topic 5:A. These offering costs were previously capitalized and amortized
over sixty months. The effect of this restatement on the financial
statements is presented as follows:
For the Year Ended For the Year Ended
December 31, 1996 December 31, 1995
------------------------------- ------------------------------
As Previously As Previously
Reported As Restated Reported As Restated
----------- ----------- ----------- -----------
Balance Sheet:
Organizational
costs, net $ 1,837,545 $ 168,940
General Partners'
capital (19,059) 307
Limited Partners'
capital 119,990,982 118,303,011
Statements of
Operations
Depreciation and
amortization 7,526,317 6,997,635 5,459,259 5,102,802
Net earnings 7,262,658 7,791,340 6,534,636 6,891,093
General Partners'
net earnings 811,254 786,280 317,218 360,669
Limited Partners'
net earnings 6,451,404 7,005,060 6,217,418 6,530,424
Limited Partners'
per unit share
of net earnings .90 .98 1.54 1.61
30
31
CRONOS GLOBAL INCOME FUND XV, L.P.
NOTES TO FINANCIAL STATEMENTS
(4) Net Lease Receivables Due from Leasing Company
Net lease receivables due from the Leasing Company are determined by
deducting direct operating payables and accrued expenses, base management
fees payable, and reimbursed administrative expenses payable to CCC and its
affiliates from the rental billings payable by the Leasing Company to the
Partnership under operating leases to ocean carriers for the containers
owned by the Partnership. Net lease receivables at December 31, 1997 and
December 31, 1996 were as follows:
December 31, December 31,
1997 1996
------------ ------------
Lease receivables, net of doubtful accounts
of $370,548 in 1997 and $103,642 in 1996 $4,883,934 $4,774,921
Less:
Direct operating payables and accrued expenses 1,137,321 1,121,152
Damage protection reserve (note 6) 366,343 369,212
Base management fees 371,926 347,587
Reimbursed administrative expenses 98,858 101,573
---------- ----------
$2,909,486 $2,835,397
========== ==========
(5) Due to General Partner
The amount due to CCC at December 31, 1996 consisted of acquisition fees.
(6) Damage Protection Plan
The Leasing Company offers a repair service to several lessees of the
Partnership's containers, whereby the lessee pays an additional rental fee
for the convenience of having the Partnership incur the repair expense for
containers damaged while on lease. This fee is recorded as revenue when
earned according to the terms of the rental contract. A reserve has been
established to provide for the estimated costs incurred by this service.
This reserve is a component of net lease receivables due from the Leasing
Company (see note 4). The Partnership is not responsible in the event
repair costs exceed predetermined limits, or for repairs that are required
for damages not defined by the damage protection plan agreement.
(7) Equipment Debt
On July 22, 1994, the Partnership entered into an agreement with a bank,
obtaining a $25,000,000 revolving credit facility for the purpose of taking
advantage of purchase opportunities pending the raising of sufficient net
proceeds from the offering and sale of limited partnership units. At
December 31, 1994, the existing bank debt was $16,534,256. On December 15,
1995, the termination date of the offering, the bridge loan expired and was
repaid in full from net proceeds raised by the Partnership.
The facility provided for various interest rate options in addition to
requiring a commitment fee on the average unused portion of the facility.
The weighted average interest rate from January 1, 1995 to December 15,
1995 was 8.12%.
31
32
CRONOS GLOBAL INCOME FUND XV, L.P.
NOTES TO FINANCIAL STATEMENTS
(8) Net Lease Revenue
Net lease revenue is determined by deducting direct operating expenses,
base management fees and reimbursed administrative expenses to CCC and its
affiliates from the rental revenue billed by the Leasing Company under
operating leases to ocean carriers for the containers owned by the
Partnership. Net lease revenue for the years ended December 31, 1997 and
1996 and 1995 was as follows:
1997 1996 1995
----------- ----------- -----------
Rental revenue (note 12) $21,046,756 $21,596,882 $17,861,828
Less:
Rental equipment operating expenses 4,742,722 4,719,176 3,052,250
Base management fees (note 9) 1,457,622 1,499,869 1,237,071
Reimbursed administrative expenses (note 9) 1,061,724 1,216,948 976,317
----------- ----------- -----------
$13,784,688 $14,160,889 $12,596,190
=========== =========== ===========
(9) Compensation to General Partner and its Affiliates
Base management fees are equal to 7% of gross lease revenues attributable
to operating leases pursuant to Section 4.3 of the Partnership Agreement.
Reimbursed administrative expenses are equal to the costs expended by CCC
and its affiliates for services necessary to the prudent operation of the
Partnership pursuant to Section 4.4 of the Partnership Agreement.
Underwriting commissions are equal to 10% of the gross subscription
proceeds, less commissions to other broker/dealers. The following
compensation was paid or will be paid by the Partnership to CCC or its
affiliates:
1997 1996 1995
---------- ---------- ----------
Base management fees $1,457,622 $1,499,869 $1,237,071
Reimbursed administrative expenses 1,061,724 1,216,948 976,317
Acquisition fees 39,565 1,168,316 1,952,066
Commission on sale of limited partnership units - - 1,950,734
---------- ---------- ----------
$2,558,911 $3,885,133 $6,116,188
========== ========== ==========
(10) Limited Partners' Capital
The limited partners' per unit share of capital at December 31, 1997, 1996
and 1995 was $15.59 , $16.84 and $31.19, respectively. This is calculated
by dividing the limited partners' capital at the end of 1997, 1996 and 1995
by 7,151,569, the total number of limited partnership units. The weighted
average number of partnership units used in determining the limited
partners per unit share of net earnings at December 31, 1995 was 4,048,983.
32
33
CRONOS GLOBAL INCOME FUND XV, L.P.
NOTES TO FINANCIAL STATEMENTS
(11) Income Taxes
The reconciliation of net earnings as reported in the statement of
operations and as would be reported for federal tax purposes for the years
ended December 31, 1997, 1996 and 1995 are as follows:
1997 1996 1995
------------ ------------ ------------
Net earnings per statement of operations $ 6,578,035 $ 7,791,340 $ 6,891,093
Depreciation for income tax purposes in excess of
depreciation for financial statement purposes (13,382,649) (11,733,622) (8,305,894)
Gain on disposition of assets for tax purposes in excess of
gain on disposition for financial statement purposes 86,814 48,798 8,039
Amortization expense for tax purposes less than (in excess of)
amortization for financial statement purposes 21 21 (861)
Bad debt expense for tax purposes (in excess of) less than
bad debt expense for financial statement purposes 266,906 (98,316) 165,783
------------ ------------ ------------
Net loss for federal tax purposes $ (6,450,873) $ (3,991,779) $ (1,241,840)
============ ============ ============
At December 31, 1997, the tax basis of total partners' capital was
$92,056,218.
(12) Major Lessees
No single lessee contributed more than 10% of the rental revenue earned
during 1997, 1996 and 1995. The Partnership believes that the profitability
of, and risks associated with, leases to foreign customers is generally the
same as those of leases to domestic customers. The operating lease
agreements generally require all payments to be made in United States
currency. The Partnership's operations are subject to the fluctuations of
worldwide economic and political conditions that may affect the pattern and
levels of world trade.
(13) The Cronos Group
As reported in the Partnership's Current Report on Form 8-K and Amendment
No. 1 to Current Report on Form 8-K, filed with the Commission on February
7, 1997 and February 26, 1997, respectively, Arthur Andersen, London,
England, resigned as auditors of The Cronos Group (the "Parent Company") on
February 3, 1997.
The Parent Company is the indirect corporate parent of CCC, the General
Partner of the Partnership. In its letter of resignation to The Parent
Company, Arthur Andersen stated 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 CCC, Arthur Andersen
confirmed to CCC that its resignation as auditors of the entities referred
to in its letter of resignation included its resignation as auditors of CCC
and the Partnership.
CCC does not believe, based upon the information currently available to it,
that Arthur Andersen's resignation was triggered by any concern over the
accounting policies and procedures followed by the Partnership.
Arthur Andersen's report on the financial statements of CCC and the
Partnership, for years preceding 1996, 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.
33
34
CRONOS GLOBAL INCOME FUND XV, L.P.
NOTES TO FINANCIAL STATEMENTS
(13) The Cronos Group - (Continued)
During the Partnership's 1995 fiscal year and the subsequent interim period
preceding Arthur Andersen's resignation, there have been no disagreements
between CCC or the Partnership and Arthur Andersen on any matter of
accounting principles or practices, financial statement disclosure, or
auditing scope or procedure.
The Partnership retained a new auditor, Moore Stephens, P.C., on April 10,
1997, as reported in its current report on Form 8-K, filed April 14, 1997.
In connection with its resignation, Arthur Andersen also prepared a report
pursuant to the provisions of Section 10A(b)(2) of the Securities Exchange
Act of 1934, as amended, for filing by the Parent Company with the
Securities and Exchange Commission (the "SEC"). Following the report of
Arthur Andersen, the SEC, on February 10, 1997, commenced a private
investigation of the Parent Company for the purpose of investigating the
matters discussed in such report and related matters. The Partnership does
not believe that the focus of the SEC's investigation is upon the
Partnership or CCC. CCC is unable to predict the outcome of the SEC's
ongoing private investigation of the Parent Company.
In 1993, the Parent Company negotiated a credit facility (hereinafter, the
"Credit Facility") with several banks for the use of the Parent Company and
its affiliates, including CCC. At December 31, 1996, approximately
$73,500,000 in principal indebtedness was outstanding under the Credit
Facility. As a party to the Credit Facility, CCC is jointly and severally
liable for the repayment of all principal and interest owed under the
Credit Facility. The obligations of CCC, and the five other subsidiaries of
the Parent Company that are borrowers under the Credit Facility, are
guaranteed by the Parent Company.
Following negotiations in 1997 with the banks providing the Credit
Facility, an Amended and Restated Credit Agreement was executed in June
1997, subject to various actions being taken by the Parent Company and its
subsidiaries, primarily relating to the provision of additional collateral.
This Agreement was further amended in July 1997 and the provisions of the
Agreement and its Amendment converted the facility to a term loan, payable
in installments, with a final maturity date of May 31, 1998. At December
31, 1997, approximately $37,600,000 was outstanding under the Credit
Facility.
The terms of the Agreement and its Amendment also provide for additional
security over shares in the subsidiary of the Parent Company that owns the
head office of the Parent Company's container leasing operations. They also
provided for the loans to Stefan M. Palatin, the Chairman of the Parent
Company (the "Chairman") and its Chief Executive Officer (and a Director of
CCC), of approximately $5,990,000 and $3,700,000 (totaling approximately
$9,690,000) to be restructured as obligations of the Chairman to another
subsidiary of the Parent Company. These obligations have been collaterally
assigned to the lending banks, together with the pledge of 1,000,000 shares
of the Parent Company's Common Stock owned by the Chairman. These 1,000,000
shares represent 11% of the issued and outstanding shares of Common Stock
of the Parent Company as of December 31, 1997. The shares of the Parent
Company are traded on NASDAQ (CRNSF). (The Chairman, including the
1,000,000 shares pledged to the banks, owns approximately 55% of the issued
and outstanding shares of Common Stock of the Parent Company as of
December 31, 1997). Additionally, CCC granted the lending banks a security
interest in the fees to which it is entitled for the services it renders to
the container leasing partnerships of which it acts as general partner,
including its fee income payable by the Partnership.
34
35
CRONOS GLOBAL INCOME FUND XV, L.P.
NOTES TO FINANCIAL STATEMENTS
(13) The Cronos Group - (Continued)
The lending banks have indicated that they will not renew the Credit
Facility, and the Parent Company has yet to secure a source for repayment
of the balance due under the Credit Facility at May 31, 1998. CCC is
currently in discussions with the management of the Parent Company to
provide assurance that the management of the container leasing partnerships
managed by CCC, including the Partnership, is not disrupted pending a
refinancing or reorganization of the indebtedness of the Parent Company and
its affiliates.
The Partnership is not a borrower under the Credit Facility, and neither
the containers nor the other assets of the Partnership have been pledged as
collateral under the Credit Facility.
The Partnership is unable to determine the impact, if any, these concerns
may have on the future operating results and financial condition of the
Partnership or CCC and the Leasing Company's ability to manage the
Partnership's fleet in subsequent periods.
35
36
Schedule 1
CRONOS GLOBAL INCOME FUND XV, L.P.
SCHEDULE OF REIMBURSED ADMINISTRATIVE EXPENSES
PURSUANT TO ARTICLE IV SECTION 4.4
OF THE PARTNERSHIP AGREEMENT
FOR THE YEARS ENDED DECEMBER 31, 1997, 1996, AND 1995
1997 1996 1995
---------- ---------- ----------
Salaries $ 489,555 $ 578,853 $ 493,372
Other payroll related expenses 90,301 101,002 79,838
General and administrative expenses 481,868 537,094 403,107
---------- ---------- ----------
Total reimbursed administrative expenses $1,061,724 $1,216,949 $ 976,317
========== ========== ==========
See report of independent public accountants
36
37
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure
The Registrant's discussion regarding the resignation of its certifying
accountant is included in the Registrant's Report on Form 8-K, dated February 3,
1997 and filed February 7, 1997 and Amendment No. 1 to the Registrant's Report
on Form 8-K, dated February 3, 1997 and filed February 26, 1997, incorporated
herein by reference.
The Registrant retained a new auditor, Moore Stephens, P.C., on April 10,
1997, as reported in its Current Report on Form 8-K, filed April 14, 1997.
37
38
PART III
Item 10. Directors and Executive Officers of the Registrant
The Registrant, as such, has no officers or directors, but is managed by CCC,
the general partner. The officers and directors of CCC at March 18, 1998, are as
follows:
Name Office
---------------------- -------------------------------------------------
Dennis J. Tietz President, Chief Executive Officer, and Director
Elinor Wexler Vice President/Administration and Secretary,
and Director
John P. McDonald Vice President/Sales, and Director
Stefan M. Palatin Director
Peter J. Younger Director
DENNIS J. TIETZ Mr. Tietz, 45, as President and Chief Executive Officer,
is responsible for the general management of CCC. From 1986 until August 1992,
Mr. Tietz was responsible for the organization, marketing and after-market
support of CCC's investment programs. Mr. Tietz is also President and a director
of Cronos Securities Corp. Mr. Tietz was a regional manager for CCC, responsible
for various container leasing activities in the U.S. and Europe from 1981 to
1986. Prior to joining CCC in December 1981, Mr. Tietz was employed by Trans
Ocean Leasing Corporation as Regional Manager based in Houston, with
responsibility for all leasing and operational activities in the U.S. Gulf.
Mr. Tietz holds a B.S. degree in Business Administration from San Jose
State University and is a Registered Securities Principal with the NASD.
ELINOR A. WEXLER Ms. Wexler, 49, was elected Vice President - Administration
and Secretary of CCC in August 1992. Ms. Wexler has been employed by the General
Partner since 1987, and is responsible for investor services, compliance and
securities registration. From 1983 to 1987, Ms. Wexler was Manager of Investor
Services for The Robert A. McNeil Corporation, a real estate syndication
company, in San Mateo, California. From 1971 to 1983, Ms. Wexler held various
positions, including securities trader and international research editor, with
Nikko Securities Co., International, based in San Francisco.
Ms. Wexler attended the University of Oregon, Portland State University
and the Hebrew University of Jerusalem, Israel. Ms. Wexler is also Vice
President and Secretary of Cronos Securities Corp. and a Registered Principal
with the NASD.
JOHN P. MCDONALD Mr. McDonald, 36, was elected Vice President - National
Sales Manager of CCC in August 1992, with responsibility for marketing CCC's
investment programs. Since 1988, Mr. McDonald had been Regional Marketing
Manager for the Southwestern U.S. From 1983 to 1988, Mr. McDonald held a number
of container leasing positions with CCC, the most recent of which was as Area
Manager for Belgium and the Netherlands, based in Antwerp.
Mr. McDonald holds a B.S. degree in Business Administration from Bryant
College, Rhode Island. Mr. McDonald is also a Vice President of Cronos
Securities Corp.
STEFAN M. PALATIN Mr. Palatin, 44, joined the Board of Directors of CCC in
January 1993. Mr. Palatin is Chairman and CEO of The Cronos Group, and was a
founder of LPI in 1983. From 1980 to 1991, Mr. Palatin was an executive director
of the Contrin Group, which has provided financing to the container leasing
industry, as well as other business ventures, and has sponsored limited
partnerships organized in Austria. From 1977 to 1980, Mr. Palatin was a
consultant to a number of companies in Austria, including Contrin. From 1973 to
1977, Mr. Palatin was a sales manager for Generali AG, the largest insurance
group in Austria.
Mr. Palatin, who is based in Austria, holds a Doctorate in Business
Administration from the University of Economics and World Trade in Vienna. Mr.
Palatin is also a director of The Cronos Group.
38
39
PETER J. YOUNGER Mr. Younger, 41, joined the Board of Directors of CCC in
June 1997. See key management personnel of the Leasing Company for further
information.
JOHN KALLAS Mr. Kallas, 35, was elected Vice President/Treasurer and Chief
Financial Officer of CCC in December 1993 and was directly responsible for CCC's
accounting operations and reporting activities. Mr. Kallas resigned from Cronos
Capital Corp. on March 18, 1998.
The key management personnel of the Leasing Company at March 18, 1998, were
as follows:
Name Title
---------------------- ----------------------------------------
Steve Brocato President
Peter J. Younger Vice President/Chief Financial Officer
John M. Foy Vice President/Americas
Nico Sciacovelli Vice President/Europe, Middle East and
Africa
Harris H. T. Ho Vice President/Asia Pacific
David Heather Vice President/Technical Services
John C. Kirby Vice President/Operations
J. Gordon Steel Vice President/Tank Container Division
STEVE BROCATO Mr. Brocato, 45, was elected President of the Leasing Company's
container division in June 1997, and is based in the United Kingdom. Mr. Brocato
has held various positions since joining Cronos including, Vice President -
Corporate Affairs and Director of Marketing Refrigerated Containers for Cronos
in North and South America. Prior to joining Cronos, Mr. Brocato was a Vice
President for ICCU Containers from 1983 to 1985 and was responsible for dry
cargo container marketing and operations for the Americas. From 1981 to 1983, he
was Regional Manager for Trans Ocean Leasing Ltd.
PETER J. YOUNGER Mr. Younger, 41, was elected Chief Financial Officer of
The Cronos Group in March, 1997, and is based in the United Kingdom. Mr. Younger
was appointed Vice President and Controller of Cronos in 1991. He joined IEA in
1987 and served as Director of Accounting and the Vice President and Controller,
based in San Francisco. Prior to 1987, Mr. Younger was a certified public
accountant and a principal with the accounting firm of Johnson, Glaze and Co. in
Salem, Oregon. Mr. Younger holds a B.S. degree in Business Administration from
Western Baptist College.
JOHN M. FOY Mr. Foy, 52, is directly responsible for the Leasing Company's
lease marketing and operations in North America, Central America, and South
America, and is based in San Francisco. From 1985 to 1993, Mr. Foy was Vice
President/Pacific with responsibility for dry cargo container lease marketing
and operations in the Pacific Basin. From 1977 to 1985 Mr. Foy was Vice
President of Marketing for Nautilus Leasing Services in San Francisco with
responsibility for worldwide leasing activities. From 1974 to 1977, Mr. Foy was
Regional Manager for Flexi-Van Leasing, a container lessor, with responsibility
for container leasing activities in the Western United States. Mr. Foy holds a
B.A. degree in Political Science from University of the Pacific, and a Bachelor
of Foreign Trade from Thunderbird Graduate School of International Management.
NICO SCIACOVELLI Mr. Sciacovelli, 48, was elected Vice President - Europe,
Middle East and Africa in June 1997. Mr. Sciacovelli is directly responsible for
the Leasing Company's lease marketing and operations in Europe, the Middle East
and Africa and is based in Italy. Since joining Cronos in 1983, Mr. Sciacovelli
served as Area Director and Area Manager for Southern Europe. Prior to joining
Cronos, Mr. Sciacovelli was a Sales Manager at Interpool Ltd.
HARRIS H. T. HO Mr. Ho, 39, was elected Vice President - Asia Pacific in
June 1997. Mr. Ho is directly responsible for the Leasing Company's lease
marketing and operations in Asia, Australia and the Indian sub-continent and is
based in Hong Kong. Since joining Cronos in 1990, Mr. Ho served as Area
Director, Hong Kong and China. Prior to joining Cronos, Mr. Ho was a Manager at
Sea Containers Pacific Ltd and Sea Containers Hong Kong Limited from 1981 to
1990, responsible for container marketing within Asia. From 1978 to 1981, Mr. Ho
was Senior Equipment Controller for Hong Kong Container Line. Mr. Ho holds a
Diploma of Management Studies in Marketing from The Hong Kong Polytechnic and
The Hong Kong Management Association.
39
40
DAVID HEATHER Mr. Heather, 50, is responsible for all technical and
engineering activities of the fleet managed by the Leasing Company. Mr. Heather
was Technical Director for LPI, based in the United Kingdom, from 1986 to 1991.
From 1980 to 1986, Mr. Heather was employed by ABC Containerline NV as Technical
Manager with technical responsibility for the shipping line's fleet of dry
cargo, refrigerated and other specialized container equipment. From 1974 to
1980, Mr. Heather was Technical Supervisor for ACT Services Ltd., a shipping
line, with responsibility for technical activities related to refrigerated
containers. Mr. Heather holds a Marine Engineering Certificate from Riversdale
Marine Technical College in England.
JOHN C. KIRBY Mr. Kirby, 44, is responsible for container purchasing,
contract and billing administration, container repairs and leasing-related
systems, and is based in the United Kingdom. Mr. Kirby joined CCC in 1985 as
European Technical Manager and advanced to Director of European Operations in
1986, a position he held with CCC, and later the Leasing Company, until his
promotion to Vice President/Operations of the Leasing Company in 1992. From 1982
to 1985, Mr. Kirby was employed by CLOU Containers, a container leasing company,
as Technical Manager based in Hamburg, Germany. Mr. Kirby acquired a
professional engineering qualification from the Mid-Essex Technical College in
England.
J. GORDON STEEL Mr. Steel, 65, is directly responsible for the overall lease
marketing activity for the Leasing Company's Tank Container Division. From 1990
to 1992, Mr. Steel held the position of Director/General Manager for Tiphook
Container's Tank Division. From 1977 to 1990, Mr. Steel held various managerial
positions, involving manufacturing and transportation of hazardous materials,
with Laporte Industries and ICI, major chemical distribution companies. Mr.
Steel is a qualified Chemical Engineer and attended the Associate Royal
Technical College in Scotland.
40
41
Item 11. Executive Compensation
The Registrant commenced monthly distributions to its partners (general and
limited) from distributable cash from operations beginning in the second quarter
of 1994. Such distributions are allocated 95% to the limited partners and 5% to
the general partner. Sales proceeds will be allocated 99% to the limited
partners and 1% to the general partner. The allocations will remain in effect
until such time as the limited partners have received from the Registrant
aggregate distributions in an amount equal to their capital contributions plus
an 8% cumulative, compounded (daily), annual return on their adjusted capital
contributions. Thereafter, all Partnership distributions will be allocated 85%
to the limited partners and 15% to the general partner.
The Registrant will not pay or reimburse CCC or the Leasing Company for any
remuneration payable by them to their executive officers, directors or any other
controlling persons. However, the Registrant will reimburse the general partner
and the Leasing Company for certain services pursuant to Section 4.4 of the
Partnership Agreement. These services include but are not limited to (i)
salaries and related salary expenses for services which could be performed
directly for the Registrant by independent parties, such as legal, accounting,
transfer agent, data processing, operations, communications, duplicating and
other such services; (ii) performing administrative services necessary to the
prudent operations of the Registrant.
The following table sets forth the fees the Registrant paid (on a cash basis)
to CCC or the Leasing Company ("CCL") for the year ended December 31, 1997.
Cash Fees and
Name Description Distributions
---- ----------- -------------
1) CCC Acquisition fee - equal to 5% of the purchase $ 71,215
price of containers acquired by the Registrant
pursuant to Section 4.2 of the Limited
Partnership Agreement
2) CCL Base management fees - equal to 7% of gross $1,433,284
lease revenues attributable to operating
leases pursuant to Section 4.3 of the
Limited Partnership Agreement
3) CCC Reimbursed administrative expenses - equal to $ 97,052
the costs expended by CCC and its affiliates
CCL for services necessary to the prudent operation $ 967,386
of the Registrant pursuant to Section 4.4 of the
Limited Partnership Agreement
4) CCC Interest in Fund - 5% of distributions of $ 668,107
distributable cash for any quarter pursuant
to Section 6.1 of the Limited Partnership
Agreement
41
42
Item 12. Security Ownership of Certain Beneficial Owners and
Management - (Continued)
(a) Security Ownership of Certain Beneficial Owners
There is no person or "group" of persons known to the management of CCC to be
the beneficial owner of more than five percent of the outstanding units of
limited partnership interests of the Registrant.
(b) Security Ownership of Management
The Registrant has no directors or officers. It is managed by CCC. CCC owns
five units, representing 0.00007% of the total amount of units outstanding.
(c) Changes in Control
Inapplicable.
Item 13. Certain Relationships and Related Transactions
(a) Transactions with Management and Others
The Registrant's only transactions with management and other related parties
during 1997 were limited to those fees paid or amounts committed to be paid (on
an annual basis) to CCC, the general partner, and its affiliates. See Item 11,
"Executive Compensation," herein.
(b) Certain Business Relationships
Inapplicable.
(c) Indebtedness of Management
Inapplicable.
(d) Transactions with Promoters
Inapplicable.
42
43
PART IV
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K
(a)1. Financial Statements
The following financial statements of the Registrant are included in Part II,
Item 8:
Page
----
Reports of Independent Public Accountants............................ 20, 21
Balance sheets - December 31, 1997 and 1996.......................... 22
Statements of operations - for the years ended
December 31, 1997, 1996 and 1995.................................. 23
Statements of partners' capital - for the years ended
December 31, 1997, 1996 and 1995.................................. 24
Statements of cash flows - for the years ended
December 31, 1997, 1996 and 1995.................................. 25
Notes to financial statements........................................ 26
Schedule of Reimbursed Administrative Expenses....................... 36
All other schedules are omitted as the information is not required or the
information is included in the financial statements or notes thereto.
43
44
(a)3. 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
The Registrant filed a Report on Form 8-K, February 7, 1997 and
Amendment No. 1 to Report on Form 8-K, February 26, 1997, reporting
the resignation of the Registrant's certifying accountant.
The Registrant filed a Report on Form 8-K, April 14, 1997, reporting
the appointment of the Registrant's successor certifying accountant.
- -------------
* Incorporated by reference to Exhibit "A" to the Prospectus of the
Registrant dated December 17, 1993, included as part of Registration
Statement on Form S-1 (No. 33-69356)
** Incorporated by reference to Exhibit 3.2 to the Registration Statement on
Form S-1 (No. 33-69356)
*** Incorporated by reference to Exhibit 10.2 to the Registration Statement on
Form S-1 (No. 33-69356)
44
45
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
CRONOS GLOBAL INCOME FUND XV, L.P.
By Cronos Capital Corp.
The General Partner
By /s/ DENNIS J. TIETZ
--------------------------------------
Dennis J. Tietz
President and Director of
Cronos Capital Corp. ("CCC")
Principal Executive Officer of CCC
Date: March 31, 1998
Pursuant to the requirement of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of Cronos
Capital Corp., the general partner of the Registrant, in the capacities and on
the dates indicated:
Signature Title Date
--------- ----- ----
/s/ DENNIS J. TIETZ President and Director of
- ----------------------------- Cronos Capital Corp. March 31, 1998
Dennis J. Tietz ("CCC") (Principal
Executive
Officer of CCC)
/s/ JOHN MCDONALD National Sales Manager
- ----------------------------- and Director of March 31, 1998
John McDonald Cronos Capital Corp.
/s/ PETER YOUNGER Director of
- ----------------------------- Cronos Capital Corp. March 31, 1998
Peter Younger
SUPPLEMENTAL INFORMATION
The Registrant's annual report will be furnished to its limited partners on
or about April 30, 1998. Copies of the annual report will be concurrently
furnished to the Commission for information purposes only, and shall not be
deemed to be filed with the Commission.
46
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)