10-Q 1 f22961be10vq.htm FORM 10-Q e10vq
Table of Contents

 
 
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
     
þ   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2006
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
(Address of principal executive offices)
  94111
(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 þ No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer o           Accelerated filer o           Non-accelerated filer þ
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o No þ
 
 

 


Table of Contents

CRONOS GLOBAL INCOME FUND XIV, L.P.
Report on Form 10-Q for the Quarterly Period
Ended June 30, 2006
TABLE OF CONTENTS
         
    PAGE
    3  
 
       
    3  
 
       
    4  
 
       
    5  
 
       
    6  
 
       
    7  
 
       
    12  
 
       
    18  
 
       
    18  
 
       
    19  
 
       
    19  
 
       
    19  
 
       
    19  
 
       
    19  
 
       
    19  
 
       
    19  
 
       
    19  
 EXHIBIT 31.1
 EXHIBIT 31.2
 EXHIBIT 32

2


Table of Contents

PART I — FINANCIAL INFORMATION
Item 1. Financial Statements
Presented herein are the condensed balance sheets of Cronos Global Income XIV, L.P. (the “Partnership”) as of June 30, 2006 and December 31, 2005, condensed statements of operations for the three and six months ended June 30, 2006 and 2005, and condensed statements of cash flows for the six months ended June 30, 2006 and 2005, (collectively the “Financial Statements”) prepared by the Partnership without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to such rules and regulations, although the Partnership believes that the disclosures are adequate to make the information presented not misleading. It is suggested that these Financial Statements be read in conjunction with the financial statements and the notes thereto included in the Partnership’s December 31, 2005 Annual Report on Form 10-K. These Financial Statements reflect, in the opinion of the Partnership and Cronos Capital Corp. (“CCC”), the general partner, all adjustments (consisting only of normal recurring adjustments) necessary to present fairly the results for the interim periods. The statements of operations for such interim periods are not necessarily indicative of the results for the full year.
The information in this Quarterly Report on Form 10-Q contains certain “forward-looking statements” within the meaning of the securities laws. These forward-looking statements reflect the current view of the Partnership with respect to future events and financial performance and are subject to a number of risks and uncertainties, many of which are beyond the Partnership’s control. All statements, other than statements of historical facts included in this report, including the statements under “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” regarding the Partnership’s strategy, future operations, financial position, estimated revenues, projected costs, prospects, plans and objectives of the Partnership are forward-looking statements. When used in this report, the words “would”, “believe”, “anticipate”, “intend”, “estimate”, “expect”, “project”, and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. All forward-looking statements speak only as of the date of this report. The Partnership does not undertake any obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise. Although the Partnership believes that its plans, intentions and expectations reflected in or suggested by the forward-looking statements made in this report are reasonable, the Partnership can give no assurance that these plans, intentions or expectations will be achieved. Future economic and industry trends that could potentially impact revenues and profitability are difficult to predict.

3


Table of Contents

CRONOS GLOBAL INCOME FUND XIV, L.P.
Condensed Balance Sheets
(Unaudited)
                 
    June 30,     December 31,  
    2006     2005  
Assets
               
     
Current assets:
               
Cash and cash equivalents, includes $1,462,996 at June 30, 2006 and $1,634,572 at December 31, 2005 in interest-bearing accounts
  $ 1,477,996     $ 1,649,572  
Net lease and other receivables due from Leasing Company
    323,571       427,800  
 
           
 
               
Total current assets
    1,801,567       2,077,372  
 
           
 
               
Container rental equipment, at cost
    21,827,512       26,037,800  
Less accumulated depreciation
    (16,416,663 )     (18,846,642 )
 
           
Net container rental equipment
    5,410,849       7,191,158  
 
           
 
               
Total assets
  $ 7,212,416     $ 9,268,530  
 
           
 
               
Partners’ Capital
               
 
               
Partners’ capital (deficit):
               
General partner
  $ (376,121 )   $ (470,255 )
Limited partners
    7,588,537       9,738,785  
 
           
 
               
Total partners’ capital
  $ 7,212,416     $ 9,268,530  
 
           
The accompanying notes are an integral part of these condensed financial statements.

4


Table of Contents

CRONOS GLOBAL INCOME FUND XIV, L.P.
Condensed Statements of Operations
(Unaudited)
                                 
    Three Months Ended     Six Months Ended  
    June 30,     June 30,     June 30,     June 30,  
    2006     2005     2006     2005  
Net lease revenue
  $ 415,188     $ 664,791     $ 894,001     $ 1,336,623  
 
                               
Other operating income (expenses):
                               
Depreciation
    (351,155 )     (483,496 )     (736,971 )     (996,122 )
Other general and administrative expenses
    (40,088 )     (34,398 )     (75,980 )     (64,325 )
Net gain (loss) on disposal of equipment
    71,667       793       116,333       (76,317 )
 
                       
 
    (319,576 )     (517,101 )     (696,618 )     (1,136,764 )
 
                       
 
                               
Income from operations
    95,612       147,690       197,383       199,859  
 
                               
Other income:
                               
Interest income
    15,672       9,735       30,346       18,226  
 
                       
Net income
  $ 111,284     $ 157,425     $ 227,729     $ 218,085  
 
                       
 
                               
Allocation of net income:
                               
General partner
  $ 94,868     $ 34,748     $ 164,614     $ 69,565  
Limited partners
    16,416       122,677       63,115       148,520  
 
                       
 
                               
 
  $ 111,284     $ 157,425     $ 227,729     $ 218,085  
 
                       
 
                               
Limited partners’ per unit share of net income
  $ 0.01     $ 0.04     $ 0.02     $ 0.05  
 
                       
The accompanying notes are an integral part of these condensed financial statements.

5


Table of Contents

CRONOS GLOBAL INCOME FUND XIV, L.P.
Condensed Statements of Cash Flows
(Unaudited)
                 
    Six Months Ended  
    June 30,     June 30,  
    2006     2005  
Net cash provided by operating activities
  $ 900,598     $ 1,120,523  
 
               
Cash flows from investing activities:
               
Proceeds from sale of container rental equipment
    1,211,672       1,036,192  
 
               
Cash flows from financing activities:
               
Distribution to general partner
    (70,483 )     (95,882 )
Distribution to limited partners
    (2,213,363 )     (2,685,878 )
 
           
Net cash used in financing activities
    (2,283,846 )     (2,781,760 )
 
           
 
               
Net decrease in cash and cash equivalents
    (171,576 )     (625,045 )
 
               
Cash and cash equivalents at the beginning of the period
    1,649,572       2,235,887  
 
           
 
               
Cash and cash equivalents at the end of the period
  $ 1,477,996     $ 1,610,842  
 
           
The accompanying notes are an integral part of these condensed financial statements.

6


Table of Contents

CRONOS GLOBAL INCOME FUND XIV, L.P.
Notes to Unaudited Condensed 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. The Partnership’s operations are subject to the fluctuations of world economic and political conditions. 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 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.
The Partnership is in its 14th year of operations and is in the liquidation phase wherein CCC is focusing its attention on the retirement of the remaining equipment in the Partnership’s container fleet. At June 30, 2006, approximately 47% of the original equipment remained in the Partnership’s fleet. CCC will take several factors into consideration when examining options for the timing of the disposal of the containers. These factors include the impact of a diminishing fleet size and current market conditions on the level of gross lease revenue, and fixed operating costs relative to this revenue. Parallel to these considerations will be a projected increase in expenses for devoting significant resources to the additional reporting and compliance requirements of Section 404 of the Sarbanes Oxley Act of 2002, which addresses a range of corporate governance, disclosure, and accounting issues. These costs may include increased accounting and administrative expenses for additional staffing and outside professional services by accountants and consultants. These additional costs, depending on their materiality, may reduce the Partnership’s results from operations and therefore negatively affect future distributions to the Limited Partners.
  (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.
(Continued)

7


Table of Contents

CRONOS GLOBAL INCOME FUND XIV, L.P.
Notes to Unaudited Condensed Financial Statements
  (b)   Leasing Company and Leasing Agent Agreement (continued)
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.
  (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)   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 carrying value of container rental equipment in accordance with SFAS No. 144. Considerable judgment is required in estimating future cash flows from container rental equipment operations. Accordingly, the estimates may not be indicative of the amounts that may be realized in future periods. As additional information becomes available in subsequent periods, recognition of an impairment of the container rental equipment carrying values may be necessary based upon changes in market and economic conditions.
  (e)   Container Rental Equipment
Container rental equipment is depreciated over a 15-year life using the straight-line basis to its salvage value, estimated to be 10% of its original equipment cost. Depreciation policies are also evaluated to determine whether subsequent events and circumstances warrant revised estimates of useful lives.
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 projecting future cash flows from container rental equipment operations is prepared annually, or upon material changes in market conditions.
(Continued)

8


Table of Contents

CRONOS GLOBAL INCOME FUND XIV, L.P.
Notes to Unaudited Condensed Financial Statements
  (e)   Container Rental Equipment (continued)
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, 2006 and 2005.
  (f)   Allocation of Net Income or Loss, Partnership Distributions and Partners’ Capital Accounts
Net income or loss has been allocated between the general and limited partners in accordance with the Partnership Agreement. The Partnership Agreement generally provides that CCC shall at all times maintain at least a 1% interest in each item of income or loss, including the gain arising from the sale of containers. The Partnership Agreement further provides that the gain arising from the sale of containers be allocated first to the partners with capital account deficit balances in an amount sufficient to eliminate any deficit capital account balance. Thereafter, the Partnership’s gains arising from the sale of containers are allocated to the partners in accordance with their share of sale proceeds distributed. The Partnership Agreement also provides for income (excluding the gain arising from the sale of containers) for any period, be allocated to CCC in an amount equal to that portion of CCC’s distributions in excess of 1% of the total distributions made to both CCC and the limited partners of the Partnership for such period, as well as other allocation adjustments.
Actual cash distributions differ from the allocations of net income or loss 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 CCC. Distributions of sales proceeds are allocated 99% to the limited partners and 1% to CCC. 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 CCC. Cash distributions from operations to CCC in excess of 5% of distributable cash will be considered an incentive fee and will be recorded as compensation to CCC, with the remaining distributions from operations charged to partners’ capital.
Upon dissolution, the assets of the Partnership will be sold and the proceeds thereof distributed as follows: (i) all of the Partnership’s debts and liabilities to person’s other than CCC or the limited partners shall be paid and discharged; (ii) all of the Partnership’s debts and liabilities to CCC and the limited partners shall be paid and discharged; and (iii) the balance of such proceeds shall be distributed to CCC and the limited partners in accordance with the positive balances of CCC and the limited partners’ capital accounts. CCC shall contribute to the Partnership, if necessary, an amount equal to the lesser of the deficit balance in its capital account at the time of such liquidation, or 1.01% of the excess of the Limited Partners’ capital contribution to the Partnership over the capital contributions previously made to the Partnership by CCC, after giving effect to the allocation of income or loss arising from the liquidation of the Partnership’s assets.
(Continued)

9


Table of Contents

CRONOS GLOBAL INCOME FUND XIV, L.P.
Notes to Unaudited Condensed Financial Statements
  (g)   Financial Statement Presentation
These financial statements have been prepared without audit pursuant to the rules and regulations of the Securities and Exchange Commission. 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 condensed or omitted pursuant to such rules and regulations, although the Partnership believes that the disclosures are adequate to make the information presented not misleading. It is suggested that these financial statements be read in conjunction with the financial statements and accompanying notes in the Partnership’s December 31, 2005 Annual Report on Form 10-K.
The interim financial statements presented herewith reflect, in the opinion of management, all adjustments of a normal recurring necessary to present fairly the results for the interim periods 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 and Other Receivables Due from Leasing Company
Net lease and other 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 and other receivables at June 30, 2006 and December 31, 2005 were as follows:
                 
    June 30,     December 31,  
    2006     2005  
Gross lease and other receivables
  $ 728,131     $ 933,160  
Less:
               
Direct operating payables and accrued expenses
    205,208       245,322  
Damage protection reserve
    40,829       87,426  
Base management fees receivable
    (6,754 )     (1,497 )
Reimbursed administrative expenses
    10,105       15,150  
Allowance for doubtful accounts
    155,172       158,959  
 
           
 
    404,560       505,360  
 
           
 
               
Net lease and other receivables
  $ 323,571     $ 427,800  
 
           
(Continued)

10


Table of Contents

CRONOS GLOBAL INCOME FUND XIV, L.P.
Notes to Unaudited Condensed 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 six-month periods ended June 30, 2006 and 2005 were as follows:
                                 
    Three Months Ended     Six Months Ended  
    June 30,     June 30,     June 30,     June 30,  
    2006     2005     2006     2005  
Rental revenue
  $ 547,395     $ 870,378     $ 1,175,730     $ 1,760,205  
Less:
                               
Rental equipment operating expenses
    61,443       94,510       125,327       196,420  
Base management fees
    38,361       59,923       82,213       120,849  
Reimbursed administrative expenses
                               
Salaries
    22,516       37,810       53,091       75,692  
Other payroll related expenses
    3,536       4,331       7,775       11,736  
General and administrative expenses
    6,351       9,013       13,323       18,885  
 
                       
Total reimbursed administrative expenses
    32,403       51,154       74,189       106,313  
 
                       
 
    132,207       205,587       281,729       423,582  
 
                       
 
                               
Net lease revenue
  $ 415,188     $ 664,791     $ 894,001     $ 1,336,623  
 
                       
(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 have determined that as such it has a single reportable operating segment.
The Partnership derives revenues from dry cargo and refrigerated containers used by its customers in global trade routes. As of June 30, 2006, the Partnership operated 4,362 twenty-foot 1,569 forty-foot and 152 forty-foot high-cube marine dry cargo containers, as well as 229 twenty-foot and 7 forty-foot marine refrigerated containers. A summary of gross lease revenue earned by the Leasing Company, on behalf of the Partnership, by product, for the three and six-month periods ended June 30, 2006 and 2005 follows:
                                 
    Three Months Ended     Six Months Ended  
    June 30,     June 30,     June 30,     June 30,  
    2006     2005     2006     2005  
Dry cargo containers
  $ 418,567     $ 649,788     $ 913,636     $ 1,304,013  
Refrigerated containers
    128,828       220,590       262,094       456,192  
 
                       
 
                               
Total
  $ 547,395     $ 870,378     $ 1,175,730     $ 1,760,205  
 
                       
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, the Partnership believes that it does not possess discernible geographic reporting segments as defined in SFAS No. 131 (“SFAS 131”), “Disclosures about Segments of an Enterprise and Related Information.”

11


Table of Contents

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
     The following discussion of the Partnership’s historical financial condition and results of operations should be read in conjunction with the Partnership’s December 31, 2005 Annual Report on Form 10-K and the financial statements and the notes thereto appearing elsewhere in this report.
Market Overview
     Market conditions during the second quarter of 2006 for the Partnership’s dry cargo and refrigerated containers reflected an improvement in demand when compared to the first quarter of the year, which traditionally has been a period of reduced activity within the container shipping and leasing industries. Other factors that affected the container leasing industry during the first quarter, including the purging of excess equipment by the shipping lines from their leased container fleets and ongoing structural changes within the shipping industry had less of an impact on the container leasing market and the Partnership’s operations during the second quarter. During the second quarter, industry experts deemed the container shipping industry stronger than originally forecasted. In particular, the concern that additional cargo capacity created by the delivery of new containerships would outpace demand, was alleviated in the short term by the fact that the new, larger containerships were utilized to update existing trade routes, as opposed to launching new services. Additionally, shipping lines are reported to have reduced their investment in new containers during the first half of 2006 due to the rising price of new containers, as well as a reduction in earnings stemming from lower freight rates, higher fuel costs and rising interest rates. By the end of the second quarter, certain economic trends, including yet higher energy costs, coupled with rising interest rates and higher consumer prices in the US and other countries, appeared to support a slowing in the growth of the global economy.
     In future periods, economic growth and global container trade are expected to have less of an impact on the Partnership’s operations when compared to the effects of CCC’s efforts to retire the remaining equipment in the Partnership’s container fleet. One of the Partnership’s original investment objectives was to realize the residual value of its containers after the expiration of their useful lives, estimated to be between 12 to 15 years after placement in leased service.
     Utilization of the Partnership’s dry cargo container fleet averaged 94% and 92% for the three and six-month periods ended June 30, 2006, respectively. In comparison, dry cargo container utilization rates averaged 95% for both the three and six-month periods ended June 30, 2005. The utilization rate for the Partnership’s refrigerated container fleet measured 76% and 75% for the three and six-month periods ended June 30, 2006, respectively. In comparison, refrigerated container utilization rates for the three and six-month periods ended June 30, 2005 averaged 88% and 87%, respectively. During the same three and six-month periods ended June 30, 2005, the container leasing industry was benefiting from one of the most favorable periods in its 35-year-plus history, resulting in higher levels of demands for existing containers and lower levels of off-hire container inventories than during the same periods in 2006.
     During the second quarter of 2006, the secondary market demand for used containers remained favorable. Higher utilization levels contributed to lower container inventories, resulting in a decrease in the volume of containers available for sale and a slight increase in container sale prices. Changes in future inventory levels, as well as significant fluctuations in new container prices, could adversely impact sales proceeds realized on the sale of the Partnership’s remaining containers. The sale of the Partnership’s off-hire containers, in accordance with one of its aforementioned original investment objectives, has positively affected the Partnership’s results from operations, contributing to high utilization levels in recent periods, minimizing storage and other inventory-related costs incurred for its off-hire containers, as well as realizing gains from the sale of its containers.
     Since December 31, 2005, the price of a new 20-foot dry cargo container increased from approximately $1,500 to approximately $2,000 by the end of July 2006. This rise is primarily attributable to a recent upswing in the price of raw materials used in the production of containers. Most leasing companies reduced their dry cargo container purchasing during the last half of 2005, took delivery of virtually no additional dry cargo containers during the fourth quarter of 2005, and continued to curtail their investment in new containers during the first half of 2006, anticipating a decline in new container prices by the end of 2006. Although the Partnership no longer purchases

12


Table of Contents

new containers, the price of new containers indirectly contributed to the Partnership’s results of operations by influencing the level of lease per-diems for existing older containers, as well as container sale prices realized upon their eventual disposal.
     The average per-diem rate for the Partnership’s dry cargo containers during the three and six-month periods ending June 30, 2006 decreased approximately 17% and 14%, respectively, when compared to the same periods in the prior year. The average per-diem rate for the Partnership’s refrigerated cargo containers during the three and six-month periods ending June 30, 2006, remained approximately the same when compared to the same periods in the prior year. The lease market for older dry and refrigerated cargo containers remains competitive and, therefore, it will be subject to significant pricing pressures in subsequent periods.
     A significant number of new containerships built under various shipbuilding programs are expected to be delivered during the third quarter of 2006. A record number of 1,992 containerships are expected to be delivered in 2006, an increase of 50% from the prior year. The additional capacity has recently contributed to lower freight rates as shipping lines position themselves to ensure that they can fill their new capacity, resulting in reduced profitability for the shipping lines that, in turn, could have adverse implications for container leasing companies. Overcapacity and falling freight rates, combined with soaring oil prices and rising interest rates, are contributing to a challenging outlook for the shipping industry. The Partnership, CCC and the Leasing Company continue to monitor the aging of lease receivables, collections and the credit exposure to various existing and new customers. The financial impact of losses from shipping lines may eventually influence the demand for leased containers, as some shipping lines may experience financial difficulties, consolidate, or become insolvent.
Results of Operations
     Pursuant to the Limited Partnership Agreement of the Partnership, all authority to administer the business of the Partnership is vested in CCC. A Leasing Agent Agreement (“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 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.
     The primary component of the Partnership’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 gross lease revenues billed by the Leasing Company from the leasing of the Partnership’s containers. Net lease revenue is directly related to the size, utilization and per-diem rental rates of the Partnership’s fleet. Direct operating expenses are direct costs associated with the Partnership’s containers. Direct operating expenses may be categorized as follows:
    Activity-related expenses, including agent and depot costs such as repairs, maintenance and handling.
 
    Inventory-related expenses for off-hire containers, comprising storage and repositioning costs. These costs are sensitive to the quantity of off-hire containers as well as the frequency at which containers are re-delivered.
 
    Legal and other expenses, including legal costs related to the recovery of containers and doubtful accounts, insurance and provisions for doubtful accounts.

13


Table of Contents

     At June 30, 2006, approximately 47% of the original equipment remained in the Partnership’s fleet, as compared to approximately 55% at December 31, 2005. The following table summarizes the composition of the Partnership’s fleet (based on container type) at June 30, 2006.
                                         
    Dry Cargo   Refrigerated
    Containers   Containers
                    40-Foot        
    20-Foot   40-Foot   High-Cube   20-Foot   40-Foot
Containers on lease:
                                       
Master lease
    2,602       837       111       145       5  
Term lease
                                       
Short term1
    1,283       592       24       29        
Long term2
    256       40       3              
 
                                       
Subtotal
    4,141       1,469       138       174       5  
Containers off lease
    221       100       14       55       2  
 
                                       
Total container fleet
    4,362       1,569       152       229       7  
 
                                       
 
1.   Short term leases represent term leases that are either scheduled for renegotiation or that may expire on or before June 2007.
 
2.   Long term leases represent term leases, the majority of which will expire between July 2007 and December 2010.
                                                                                 
    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 %     216       100 %     511       100 %     350       100 %
Less disposals
    4,416       50 %     2,043       57 %     64       30 %     282       55 %     343       98 %
 
                                                           
Remaining fleet at June 30, 2006
    4,362       50 %     1,569       43 %     152       70 %     229       45 %     7       2 %
 
                                                           
Three Months Ended June 30, 2006 Compared to the Three Months Ended June 30, 2005
     Net lease revenue was $415,188 for the three months ended June 30, 2006 compared to $664,791 for the same period in the prior year. The decline was primarily due to a $322,983 decline in gross rental revenue (a component of net lease revenue) when compared to the same period in the prior year. Gross rental revenue was primarily impacted by the Partnership’s smaller fleet size, and a 17% decline in the average dry cargo per-diem rental rate, when compared to the same three-month period in the prior year. Rental equipment operating expenses (a component of net lease revenue) declined $33,067 and was attributable to the Partnership’s declining fleet size. The Partnership’s average fleet size and utilization rates for the three-month periods ended June 30, 2006 and 2005 were as follows:
                 
    Three Months Ended
    June 30,   June 30,
    2006   2005
Fleet size (measured in twenty-foot equivalent units (TEU))
               
 
               
Dry cargo containers
    8,147       10,480  
Refrigerated containers
    265       455  
 
               
Average utilization rates
               
 
               
Dry cargo containers
    94 %     95 %
Refrigerated containers
    76 %     88 %
     Depreciation expense of $351,155 for the three months ended June 30, 2006 declined by $132,341 when compared to the corresponding period in 2005, a direct result of the Partnership’s aging and declining fleet size.
     Other general and administrative expenses amounted to $40,088 for the three-month period ended June 30, 2006, an increase of $5,690 or 17% when compared to the same period in 2005, primarily a result of higher professional fees for audit service.

14


Table of Contents

     Net gain on disposal of equipment for the three months ended June 30, 2006 was $71,667, compared to a net gain of $793 for the corresponding period in 2005. The Partnership disposed of 554 containers, compared to 439 containers during the same three-month period in 2005. The Partnership continued to dispose of additional containers during 2006 in response to its original investment objective, to realize the residual value of its containers after the expiration of their useful lives. The net gain on container disposals in the three-month period ended June 30, 2006 was a result of various factors, including the volume of disposed containers, the age, condition, suitability for continued leasing, as well as the geographical location of the containers when disposed. These factors will continue to influence the amount of sales proceeds received and the related gain or loss on container disposals.
     The level of the Partnership’s container disposals in subsequent periods, as well as the price of steel, new container prices and the current leasing market’s impact on sales prices for existing older containers such as those owned by the Partnership, will also contribute to fluctuations in the net gain or loss on disposals. There were no reductions to the carrying value of container rental equipment due to impairment during the three-month periods ended June 30, 2006 and 2005.
Six Months Ended June 30, 2006 Compared to the Six Months Ended June 30, 2005
     Net lease revenue was $894,001 for the six months ended June 30, 2006 compared to $1,336,623 for the same period in the prior year. The decline was primarily due to a $584,475 decline in gross rental revenue (a component of net lease revenue) when compared to the same period in the prior year. Gross rental revenue was impacted by the Partnership’s smaller fleet size, and a 14% decline in the average dry cargo per-diem rental rate, when compared to the same six-month period in the prior year. Rental equipment operating expenses (a component of net lease revenue) declined $71,093 and was attributable to the Partnership’s declining fleet size. The Partnership’s average fleet size and utilization rates for the six-month periods ended June 30, 2006 and 2005 were as follows:
                 
    Six Months Ended
    June 30,   June 30,
    2006   2005
Fleet size (measured in twenty-foot equivalent units (TEU))
               
 
               
Dry cargo containers
    8,514       10,723  
Refrigerated containers
    283       482  
 
               
Average utilization rates
               
 
               
Dry cargo containers
    92 %     95 %
Refrigerated containers
    75 %     87 %
     Depreciation expense of $736,971 for the six months ended June 30, 2006 declined by $259,151 when compared to the corresponding period in 2005, a direct result of the Partnership’s aging and declining fleet size.
     Other general and administrative expenses amounted to $75,980 for the six month period ended June 30, 2006, an increase of $11,655 or 18% when compared to the same period in 2005, primarily a result of higher professional fees for audit service.
     Net gain on disposal of equipment for the six months ended June 30, 2006 was $116,333, as compared to a net loss of $76,317 for the corresponding period in 2005. The Partnership disposed of 1,079 containers during the first six months of 2006, compared to 791 containers during the same six-month period in 2005. The Partnership continued to dispose of additional containers during 2006 in response to its original investment objective, to realize the residual value of its containers after the expiration of their useful lives. The net gain on container disposals in the six-month period ended June 30, 2006 was a result of various factors, including the volume of disposed containers, the age, condition, suitability for continued leasing, as well as the geographical location of the containers when disposed.
     There were no reductions to the carrying value of container rental equipment due to impairment during the six-month periods ended June 30, 2006 and 2005.

15


Table of Contents

Liquidity and Capital Resources
     During the Partnership’s first 10 years of operations, the Partnership’s primary objective is to generate cash flow from operations for distribution to its limited partners. Aside from the initial working capital reserve retained from gross subscription proceeds (equal to approximately 1% of such proceeds), the Partnership 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. Commencing in 2003, the Partnership’s 11th year of operations, the Partnership began focusing its attention on the disposition of its fleet in accordance with another of its original investment objectives, realizing the residual value of its containers after the expiration of their economic useful lives, estimated to be between 12 to 15 years after placement in leased service.
     The Partnership has commenced its 14th year of operations, and is in its liquidation phase wherein CCC is focusing its attention on the retirement of the remaining equipment in the Partnership’s container fleet. At June 30, 2006, approximately 47% of the original equipment remained in the Partnership’s fleet. The Partnership has been actively disposing of its fleet, with cash proceeds from equipment disposals, in addition to cash from operations, providing the cash flow for distributions to its limited partners. CCC will take several factors into consideration when examining options for the timing of the disposal of the containers. These factors include the impact of a diminishing fleet size and current market conditions on the level of gross lease revenue, and fixed operating costs relative to this revenue. Parallel to these considerations will be a projected increase in expenses for devoting significant resources to the additional reporting and compliance requirements of Section 404 of the Sarbanes Oxley Act of 2002, which addresses a range of corporate governance, disclosure, and accounting issues. These costs may include increased accounting and administrative expenses for additional staffing and outside professional services by accountants and consultants. These additional costs, depending on their materiality, may reduce the Partnership’s results from operations and therefore negatively affect future distributions to the Limited Partners. Upon the liquidation of CCC’s interest in the Partnership, CCC shall contribute to the Partnership, if necessary, an amount equal to the lesser of the deficit balance in its capital account at the time of such liquidation, or 1.01% of the excess of the Limited Partners’ capital contribution to the Partnership over the capital contributions previously made to the Partnership by CCC, after giving effect to the allocation of income or loss arising from the liquidation of the Partnership’s assets.
     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 CCC, the general partner. Cash distributions from operations are allocated 5% to CCC and 95% to the limited partners. Distribution of sales proceeds are allocated 1% to CCC 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 CCC and 85% to the limited partners, pursuant to Section 6.1(b) of the partnership agreement. Cash distributions from operations in excess of 5% of distributable cash will be considered an incentive fee and compensation to CCC.
     At June 30, 2006, the Partnership had $1,477,996 in cash and cash equivalents, a decrease of $171,576 from the cash balances at December 31, 2005. The Partnership invests its working capital, as well as cash flows from operations and the sale of containers that have not yet been distributed to CCC or its limited partners, in money market funds. At June 30, 2006, the Partnership had an additional $30,000 as part of its working capital for estimated expenses related to the ultimate sale of its remaining containers, final liquidation of its remaining assets and subsequent dissolution.
     Cash from Operating Activities: Net cash provided by operating activities, primarily generated from the billing and collection of net lease revenue, was $900,598 during the six months ended June 30, 2006, compared to $1,120,523 for the same six-month period in 2005.
     Cash from Investing Activities: Net cash provided by investing activities was $1,211,672 during the six months ended June 30, 2006, compared to $1,036,192 in the corresponding period of 2005. These amounts represent sales proceeds generated from the sale of container equipment.

16


Table of Contents

     Cash from Financing Activities: Net cash used in financing activities was $2,283,846 during the six months ended June 30, 2006 compared to $2,781,760 during the six months ended June 30, 2005. These amounts represent distributions to the Partnership’s general and limited partners. The Partnership’s continuing container disposals should produce lower operating results, and consequently, lower distributions to its partners in subsequent periods.
Critical Accounting Policies
     The Partnership’s accounting policies are fundamental to understanding management’s discussion and analysis of results of operations and financial condition. The Partnership has identified three policies as being significant because they require the Partnership to make subjective and/or complex judgments about matters that are inherently uncertain. These policies include the following:
    Container equipment – depreciable lives
 
    Container equipment – valuation
 
    Allowance for doubtful accounts
     The Partnership, in consultation with its audit committee, has reviewed and approved these significant accounting policies which are further described in the Partnership’s 2005 Annual Report on Form 10-K.
Inflation
     The Partnership believes inflation has not had a material adverse effect on the results of its operations.

17


Table of Contents

Item 3. Quantitative and Qualitative Disclosures About Market Risk
     Exchange rate risk: Substantially all of the Partnership’s revenues are billed and paid in US dollars and a significant portion of costs are billed and paid in US dollars. The Leasing Company believes that the proportion of US dollar revenues may decrease in future years, reflecting a more diversified customer base and lease portfolio. Of the non-US dollar direct operating expenses, the majority is individually small, unpredictable and incurred in various denominations. Thus, the Leasing Company determined such amounts are not suitable for cost effective hedging. As exchange rates are outside of the control of the Partnership and Leasing Company, there can be no assurance that such fluctuations will not adversely affect the Partnership’s results of operations and financial condition.
Item 4. Controls and Procedures
     The principal executive and principal financial officers of CCC have evaluated the disclosure controls and procedures of the Partnership as of the end of the period covered by this quarterly report. As used herein, the term “disclosure controls and procedures” has the meaning given to the term by Rule 13a-15 under the Securities Exchange Act of 1934, as amended (“Exchange Act”), and includes the controls and other procedures of the Partnership that are designed to ensure that information required to be disclosed by the Partnership in the reports that it files with the SEC under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Based upon their evaluation, the principal executive and principal financial officers of CCC have concluded that the Partnership’s disclosure controls and procedures were effective such that the information required to be disclosed by the Partnership in this quarterly report is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms applicable to the preparation of this report and is accumulated and communicated to CCC’s management, including CCC’s principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosures.
     There has been no change in the Partnership’s internal control over financial reporting (as defined in Rule 13a-15(f)) that occurred during the fiscal quarter ended June 30, 2006, that has materially affected, or is reasonably likely to materially affect, the Partnership’s internal control over financial reporting.

18


Table of Contents

PART II — OTHER INFORMATION
Item 1. Legal Proceedings
     Not applicable.
Item 1A. Risk Factors
There are no material changes from risk factors as previously disclosed in the Partnership’s December 31, 2005 Form 10-K in response to Item 1A. to Part I of Form 10-K.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
     Not applicable.
Item 3. Defaults Upon Senior Securities
     Not applicable.
Item 4. Submissions of Matters to a Vote of Securities Holders
     Not applicable.
Item 5. Other Information
     Not applicable.
Item 6. Exhibits
(a) Exhibits
         
Exhibit        
No   Description   Method of Filing
3(a)
  Limited Partnership Agreement, amended and restated as of December 2, 1992   *
 
       
3(b)
  Certificate of Limited Partnership   **
 
       
10
  Form of Leasing Agent Agreement with Cronos Containers Limited   ***
 
       
31.1
  Rule 13a-14 Certification   Filed with this document
 
       
31.2
  Rule 13a-14 Certification   Filed with this document
 
       
32
  Section 1350 Certification   Filed with this document****
 
*   Incorporated by reference to Exhibit “A” to the Prospectus of the Partnership dated December 2, 1992, included as part of Registration Statement on Form S-1 (No. 33-51810)
 
**   Incorporated by reference to Exhibit 3.2 to the Registration Statement on Form S-1 (No. 33-51810)
 
***   Incorporated by reference to Exhibit 10.2 to the Registration Statement on Form S-1 (No. 33-51810)
 
****   This certification, required by Section 906 of the Sarbanes-Oxley Act of 2002, other than as required by Section 906, is not to be deemed “filed” with the Commission or subject to the rules and regulations promulgated by the Commission under the Securities Exchange Act of 1934, as amended, or to the liabilities of Section 18 of said Act.

19


Table of Contents

SIGNATURES
     Pursuant to the requirements of the Securities Exchange Act of 1934, the Partnership has duly caused this Report to be signed on its behalf by the undersigned thereunto duly authorized.
             
    CRONOS GLOBAL INCOME FUND XIV, L.P.    
 
           
 
  By   Cronos Capital Corp.
The General Partner
   
 
           
 
  By   /s/ Dennis J. Tietz
 
Dennis J. Tietz
   
 
      President and Director of Cronos Capital Corp. (“CCC”)    
 
      Principal Executive Officer of CCC    
 
           
 
  By   /s/ John Kallas
 
John Kallas
   
 
      Chief Financial Officer and    
 
      Director of Cronos Capital Corp. (“CCC”)    
 
      Principal Financial and Accounting Officer of CCC    
Date: August 11, 2006
           

20


Table of Contents

EXHIBIT INDEX
         
Exhibit        
No   Description   Method of Filing
3(a)
  Limited Partnership Agreement, amended and restated as of December 2, 1992   *
 
       
3(b)
  Certificate of Limited Partnership   **
 
       
10
  Form of Leasing Agent Agreement with Cronos Containers Limited   ***
 
       
31.1
  Rule 13a-14 Certification   Filed with this document
 
       
31.2
  Rule 13a-14 Certification   Filed with this document
 
       
32
  Section 1350 Certification   Filed with this document ****
 
*   Incorporated by reference to Exhibit “A” to the Prospectus of the Partnership dated December 2, 1992, included as part of Registration Statement on Form S-1 (No. 33-51810)
 
**   Incorporated by reference to Exhibit 3.2 to the Registration Statement on Form S-1 (No. 33-51810)
 
***   Incorporated by reference to Exhibit 10.2 to the Registration Statement on Form S-1 (No. 33-51810)
 
****   This certification, required by Section 906 of the Sarbanes-Oxley Act of 2002, other than as required by Section 906, is not to be deemed “filed” with the Commission or subject to the rules and regulations promulgated by the Commission under the Securities Exchange Act of 1934, as amended, or to the liabilities of Section 18 of said Act.