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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

     
x   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2003

OR

     
o   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM            TO           

Commission file number 0-23158

CRONOS GLOBAL INCOME FUND XIV, L.P.
(Exact name of registrant as specified in its charter)

     
California
(State or other jurisdiction of
incorporation or organization)
  94-3163375
(I.R.S. Employer
Identification No.)

One Front Street, Suite 925, San Francisco, California 94111
(Address of principal executive offices)               (Zip Code)

(415) 677-8990
(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x. No o.

 


TABLE OF CONTENTS

PART I — FINANCIAL INFORMATION
Item 1. Financial Statements
Balance Sheets — June 30, 2003 (unaudited) and December 31, 2002
Statements of Operations for the three and six months ended June 30, 2003 and 2002 (unaudited)
Statements of Cash Flows for the six months ended June 30, 2003 and 2002 (unaudited)
Notes to Financial Statements (unaudited)
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Item 4. Controls and Procedures
PART II — OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
Exhibit 31.1
Exhibit 31.2
Exhibit 32


Table of Contents

CRONOS GLOBAL INCOME FUND XIV, L.P.

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

TABLE OF CONTENTS

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

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PART I — FINANCIAL INFORMATION

     
Item 1.   Financial Statements
    Presented herein are the Registrant’s balance sheets as of June 30, 2003 and December 31, 2002, statements of operations for the three and six-months ended June 30, 2003 and 2002, and statements of cash flows for the six months ended June 30, 2003 and 2002.

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CRONOS GLOBAL INCOME FUND XIV, L.P.

Balance Sheets

(Unaudited)

                         
            June 30,     December 31,  
            2003     2002  
           
   
 
       
Assets
               
Current assets:
               
 
Cash and cash equivalents, includes $1,633,049 at June 30, 2003 and $1,831,366 at December 31, 2002 in interest-bearing accounts
  $ 1,813,762     $ 2,142,650  
 
Net lease receivables due from Leasing Company (notes 1 and 2)
    353,437       371,301  
 
 
   
 
     
Total current assets
    2,167,199       2,513,951  
 
 
   
 
Container rental equipment, at cost
    42,372,879       43,736,871  
 
Less accumulated depreciation
    (24,721,606 )     (24,261,068 )
 
 
   
 
   
Net container rental equipment
    17,651,273       19,475,803  
 
 
   
 
     
Total assets
  $ 19,818,472     $ 21,989,754  
 
 
 
   
 
       
Partners’ Capital
               
Partners’ capital (deficit):
               
 
General partner
  $ (343,547 )   $ (267,386 )
 
Limited partners
    20,162,019       22,257,140  
 
 
   
 
     
Total partners’ capital
  $ 19,818,472     $ 21,989,754  
 
 
 
   
 

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

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CRONOS GLOBAL INCOME FUND XIV, L.P.

Statements of Operations

(Unaudited)

                                     
        Three Months Ended     Six Months Ended  
       
   
 
        June 30,     June 30,     June 30,     June 30,  
        2003     2002     2003     2002  
       
   
   
   
 
Net lease revenue (notes 1 and 3)
  $ 599,178     $ 605,700     $ 1,282,891     $ 1,304,509  
Other operating expenses:
                               
 
Depreciation
    636,336       693,242       1,282,279       1,400,200  
 
Other general and administrative expenses
    28,622       27,877       58,179       58,231  
 
Net loss on disposal of equipment
    66,246       196,637       117,292       287,729  
 
 
   
   
   
 
   
Loss from operations
    (132,026 )     (312,056 )     (174,859 )     (441,651 )
Other income:
                               
 
Interest income
    2,360       5,029       5,409       10,277  
 
 
   
   
   
 
   
Net loss
  $ (129,666 )   $ (307,027 )   $ (169,450 )   $ (431,374 )
 
 
   
   
   
 
Allocation of net loss:
                               
 
General partner
  $ (12,446 )   $ (3,071 )   $ (1,694 )   $ (4,314 )
 
Limited partners
    (117,220 )     (303,956 )     (167,756 )     (427,060 )
 
 
   
   
   
 
 
  $ (129,666 )   $ (307,027 )   $ (169,450 )   $ (431,374 )
 
 
   
   
   
 
Limited partners’ per unit share of net loss
  $ (0.04 )   $ (0.10 )   $ (0.06 )   $ (0.14 )
 
 
   
   
   
 

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

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CRONOS GLOBAL INCOME FUND XIV, L.P.

Statements of Cash Flows

(Unaudited)

                   
      Six Months Ended  
     
 
      June 30,     June 30,  
      2003     2002  
     
   
 
Net cash provided by operating activities
  $ 1,274,126     $ 1,237,516  
Cash provided by investing activities:
               
 
Proceeds from disposal of equipment
    398,818       416,480  
Cash used in financing activities:
               
 
Distribution to partners
    (2,001,832 )     (1,429,221 )
 
 
   
 
Net increase (decrease) in cash and cash equivalents
    (328,888 )     224,775  
Cash and cash equivalents at January 1
    2,142,650       1,620,354  
 
 
   
 
Cash and cash equivalents at June 30
  $ 1,813,762     $ 1,845,129  
 
 
   
 

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

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CRONOS GLOBAL INCOME FUND XIV, L.P.

Notes to Unaudited Financial Statements

(1)   Summary of Significant Accounting Policies

  (a)   Nature of Operations
 
      Cronos Global Income Fund XIV, L.P. (the “Partnership”) is a limited partnership organized under the laws of the State of California on July 30, 1992, for the purpose of owning and leasing marine cargo containers worldwide to ocean carriers. To this extent, the Partnership’s operations are subject to the fluctuations of world economic and political conditions. Such factors may affect the pattern and levels of world trade. The Partnership believes that the profitability of, and risks associated with, leases to foreign customers is generally the same as those of leases to domestic customers. The Partnership’s leases generally require all payments to be made in United States currency.
 
      Cronos Capital Corp. (“CCC”) is the general partner and, with its affiliate Cronos Containers Limited (the “Leasing Company”), manages the business of the Partnership. CCC and the Leasing Company also manage the container leasing business for other partnerships affiliated with CCC. The Partnership shall continue until December 31, 2012, unless sooner terminated upon the occurrence of certain events.
 
      The Partnership commenced operations on January 29, 1993 when the minimum subscription proceeds of $2,000,000 were obtained. The Partnership offered 4,250,000 units of limited partnership interests at $20 per unit, or $85,000,000. The offering terminated on November 30, 1993, at which time 2,984,309 limited partnership units had been sold.
 
  (b)   Leasing Company and Leasing Agent Agreement
 
      A Leasing Agent Agreement exists between the Partnership and the Leasing Company, whereby the Leasing Company has the responsibility to manage the leasing operations of all equipment owned by the Partnership. Pursuant to the Agreement, the Leasing Company is responsible for leasing, managing and re-leasing the Partnership’s containers to ocean carriers, and has full discretion over which ocean carriers and suppliers of goods and services it may deal with. The Leasing Agent Agreement permits the Leasing Company to use the containers owned by the Partnership, together with other containers owned or managed by the Leasing Company and its affiliates, as part of a single fleet operated without regard to ownership. Since the Leasing Agent Agreement meets the definition of an operating lease in Statement of Financial Accounting Standards (SFAS) No. 13, it is accounted for as a lease under which the Partnership is lessor and the Leasing Company is lessee.
 
      The Leasing Agent Agreement generally provides that the Leasing Company will make payments to the Partnership based upon rentals collected from ocean carriers after deducting direct operating expenses and management fees to CCC and the Leasing Company. The Leasing Company leases containers to ocean carriers, generally under operating leases which are either master leases or term leases (mostly one to five years). Master leases do not specify the exact number of containers to be leased or the term that each container will remain on hire but allow the ocean carrier to pick up and drop off containers at various locations, and rentals are based upon the number of containers used and the applicable per-diem rate. Accordingly, rentals under master leases are all variable and contingent upon the number of containers used. Most containers are leased to ocean carriers under master leases; leasing agreements with fixed payment terms are not material to the financial statements. Since there are no material minimum lease rentals, no disclosure of minimum lease rentals is provided in these financial statements.

(Continued)

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CRONOS GLOBAL INCOME FUND XIV, L.P.

Notes to Unaudited Financial Statements

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

(Continued)

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CRONOS GLOBAL INCOME FUND XIV, L.P.

Notes to Unaudited Financial Statements

  (f)   Financial Statement Presentation
 
      These financial statements have been prepared without audit. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (GAAP) have been omitted. It is suggested that these financial statements be read in conjunction with the financial statements and accompanying notes in the Partnership’s latest annual report on Form 10-K.
 
      The interim financial statements presented herewith reflect all adjustments of a normal recurring nature which are, in the opinion of management, necessary to a fair statement of the financial condition and results of operations for the interim period presented. The results of operations for such interim periods are not necessarily indicative of the results to be expected for the full year.

(2)   Net Lease Receivables Due from Leasing Company
 
    Net lease receivables due from the Leasing Company are determined by deducting direct operating payables and accrued expenses, base management fees payable, and reimbursed administrative expenses payable to CCC and its affiliates from the rental billings earned by the Leasing Company under operating leases to ocean carriers for the containers owned by the Partnership, as well as proceeds earned from container disposals. Net lease receivables at June 30, 2003 and December 31, 2002 were as follows:

                 
    June 30,     December 31,  
    2003     2002  
   
   
 
Gross lease receivables
  $ 1,036,324     $ 988,442  
Less:
               
Direct operating payables and accrued expenses
    362,040       343,446  
Damage protection reserve
    66,747       58,148  
Base management fees payable
    93,602       95,631  
Reimbursed administrative expenses
    22,395       22,038  
Allowance for doubtful accounts
    138,103       97,878  
 
 
   
 
Net lease receivables
  $ 353,437     $ 371,301  
 
 
   
 

(Continued)

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CRONOS GLOBAL INCOME FUND XIV, L.P.

Notes to Unaudited Financial Statements

(3)   Net Lease Revenue
 
    Net lease revenue is determined by deducting direct operating expenses, base management fees and reimbursed administrative expenses to CCC and its affiliates from the rental revenue earned by the Leasing Company under operating leases to ocean carriers for the containers owned by the Partnership. Net lease revenue for the three and six-month periods ended June 30, 2003 and 2002 were as follows:

                                 
    Three Months Ended     Six Months Ended  
   
   
 
    June 30,     June 30,     June 30,     June 30,  
    2003     2002     2003     2002  
   
   
   
   
 
Rental revenue (note 4)
  $ 1,085,117     $ 1,119,877     $ 2,179,100     $ 2,288,411  
Less:
                               
Rental equipment operating expenses
    346,970       371,546       621,437       694,253  
Base management fees
    73,456       77,372       147,063       157,127  
Reimbursed administrative expenses
    65,513       65,259       127,709       132,522  
 
 
   
   
   
 
Net lease revenue
  $ 599,178     $ 605,700     $ 1,282,891     $ 1,304,509  
 
 
   
   
   
 

(4)   Operating Segment
 
    An operating segment is a component of an enterprise that engages in business activities from which it may earn revenues and incur expenses, whose operating results are regularly reviewed by the enterprise’s chief operating decision maker to make decisions about resources to be allocated to the segment and assess its performance, and about which separate financial information is available. Management operates the Partnership’s container fleet as a homogenous unit and has determined that as such it has a single reportable operating segment.
 
    The Partnership derives its revenues from leasing marine cargo containers. As of June 30, 2003, the Partnership operated 7,085 twenty-foot, 2,990 forty-foot and 191 forty-foot high-cube marine dry cargo containers, as well as 490 twenty-foot and 199 forty-foot marine refrigerated cargo containers. A summary of gross lease revenue, by product, for the three and six-month periods ended June 30, 2003 and 2002 follows:

                                 
    Three Months Ended     Six Months Ended  
   
   
 
    June 30,     June 30,     June 30,     June 30,  
    2003     2002     2003     2002  
   
   
   
   
 
Dry cargo containers
  $ 713,532     $ 763,215     $ 1,452,230     $ 1,578,052  
Refrigerated containers
    371,585       356,662       726,870       710,359  
 
 
   
   
   
 
Total
  $ 1,085,117     $ 1,119,877     $ 2,179,100     $ 2,288,411  
 
 
   
   
   
 

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

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

It is suggested that the following discussion be read in conjunction with the Registrant’s most recent annual report on Form 10-K.

General

A Leasing Agent Agreement exists between the Registrant and the Leasing Company, whereby the Leasing Company has the responsibility to manage the leasing operations of all equipment owned by the Registrant. Pursuant to the Agreement, the Leasing Company is responsible for leasing, managing and re-leasing the Registrant’s containers to ocean carriers, and has full discretion over which ocean carriers and suppliers of goods and services it may deal with. The Leasing Agent Agreement permits the Leasing Company to use the containers owned by the Registrant, together with other containers owned or managed by the Leasing Company and its affiliates, as part of a single fleet operated without regard to ownership. At June 30, 2003, 81% of the original equipment remained in the Registrant’s fleet, as compared to 84% December 31, 2002. The following chart summarizes the composition of the Registrant’s fleet (based on container type) at June 30, 2003.

                                             
        Dry Cargo     Refrigerated  
        Containers     Containers  
       
   
 
                        40-Foot             40-Foot  
        20-Foot     40-Foot     High-Cube     20-Foot     High-Cube  
       
   
   
   
   
 
Containers on lease:
                                       
 
Master lease
    2,912       1,054       102       213       33  
 
Term lease (1-5 years)
    3,065       1,217       66       222       89  
 
 
   
   
   
   
 
   
Subtotal
    5,977       2,271       168       435       122  
Containers off lease
    1,108       719       23       55       77  
 
 
   
   
   
   
 
Total container fleet
    7,085       2,990       191       490       199  
 
 
   
   
   
   
 
                                                                                   
      Dry Cargo     Refrigerated  
      Containers     Containers  
     
   
 
                                      40-Foot                                  
      20-Foot     40-Foot     High-Cube     20-Foot     40-Foot  
     
   
   
   
   
 
      Units     %     Units     %     Units     %     Units     %     Units     %  
     
   
   
   
   
   
   
   
   
   
 
Total purchases
    8,778       100 %     3,612       100 %