<PAGE> 1
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, 1995
OR
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO
----- -----
Commission file number 0-23158
CRONOS GLOBAL INCOME FUND XIV, L.P.
(Exact name of registrant as specified in its charter)
California 94-3163375
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
444 Market Street, 15th Floor, 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 .
--- ---
<PAGE> 2
CRONOS GLOBAL INCOME FUND XIV, L.P.
REPORT ON FORM 10-Q FOR THE QUARTERLY
PERIOD ENDED JUNE 30, 1995
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
<S> <C>
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
Balance Sheets - June 30, 1995 (unaudited) and December 31, 1994 2
Statements of Operations for the three and six months ended June 30, 1995 and 1994 3
(unaudited)
Statements of Cash Flows for the six months ended June 30, 1995 and 1994 4
(unaudited)
Notes to Financial Statements (unaudited) 5
Item 2. Management's Discussion and Analysis of Financial Condition and Results of 7
Operations
PART II - OTHER INFORMATION
Item 5. Other Materially Important Events 9
Item 6. Exhibits and Reports on Form 8-K 9
</TABLE>
<PAGE> 3
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
Presented herein are the Registrant's balance sheets as of
June 30, 1995 and December 31, 1994, statements of operations for the
three and six months ended June 30, 1995 and 1994, and statements of
cash flows for the six months ended June 30, 1995 and 1994.
<PAGE> 4
CRONOS GLOBAL INCOME FUND XIV, L.P.
BALANCE SHEETS
(UNAUDITED)
<TABLE>
<CAPTION>
June 30, December 31,
1995 1994
-------- ------------
<S> <C> <C>
Assets
------
Current assets:
Cash, includes $643,898 at June 30, 1995 and $440,530
at December 31, 1994 in interest-bearing accounts $ 648,318 $ 459,823
Short-term investments 1,000,000 300,489
Net lease receivables due from Leasing Company
(notes 1 and 2) 1,129,027 1,721,691
----------- -----------
Total current assets 2,777,345 2,482,003
----------- -----------
Container rental equipment, at cost 53,195,682 53,222,086
Less accumulated depreciation 6,029,003 4,493,371
----------- -----------
Net container rental equipment 47,166,679 48,728,715
----------- -----------
Organizational costs, net 852,214 990,958
----------- -----------
$50,796,238 $52,201,676
=========== ===========
Liabilities and Partners' Capital
---------------------------------
Current liabilities:
Due to general partner (notes 1 and 3) $ 724,040 $ 1,024,040
----------- -----------
Total current liabilities 724,040 1,024,040
----------- -----------
Partners' capital (deficit):
General partner (11,229) (17,387)
Limited partners 50,083,427 51,195,023
----------- -----------
Total partners' capital 50,072,198 51,177,636
----------- -----------
$50,796,238 $52,201,676
=========== ===========
</TABLE>
The accompanying notes are an integral part of these statements.
2
<PAGE> 5
CRONOS GLOBAL INCOME FUND XIV, L.P.
STATEMENTS OF OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
------------------------------ ------------------------------
June 30, June 30, June 30, June 30,
1995 1994 1995 1994
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
Net lease revenue (notes 1 and 4) $2,079,837 $1,987,469 $4,036,298 $3,858,803
Other operating expenses:
Depreciation 844,907 845,528 1,690,155 1,680,889
Other general and administrative expenses 33,338 37,321 61,137 64,428
---------- ---------- ---------- ----------
878,245 882,849 1,751,292 1,745,317
---------- ---------- ---------- ----------
Earnings from operations 1,201,592 1,104,620 2,285,006 2,113,486
Other income:
Interest income 22,172 4,492 39,851 7,657
Net gain on disposal of equipment 34,659 8,074 51,399 62,467
---------- ---------- ---------- ----------
56,831 12,566 91,250 70,124
---------- ---------- ---------- ----------
Net earnings $1,258,423 $1,117,186 $2,376,256 $2,183,610
========== ========== ========== ==========
Allocation of net earnings:
General partner $ 84,430 $ 78,458 $ 180,244 $ 164,230
Limited partners 1,173,993 1,038,728 2,196,012 2,019,380
---------- ---------- ---------- ----------
$1,258,423 $1,117,186 $2,376,256 $2,183,610
========== ========== ========== ==========
Limited partners' per unit share of net earnings $ .40 $ .81 $ .74 $ 1.57
========== ========== ========== ==========
</TABLE>
The accompanying notes are an integral part of these statements.
3
<PAGE> 6
CRONOS GLOBAL INCOME FUND XIV, L.P.
STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
Six Months Ended
---------------------------
June 30, June 30,
1995 1994
------------ ------------
<S> <C> <C>
Net cash provided by operating activities $ 4,649,948 $ 3,143,733
Cash flows provided by (used in) investing activities:
Proceeds from sale of container rental equipment 82,122 49,570
Purchase of container rental equipment (59,400) -
Acquisition fees paid to general partner (302,970) (100,000)
----------- -----------
Net cash used in investing activities (280,248) (50,430)
----------- -----------
Cash flows used in financing activities:
Distributions to partners (3,481,694) (3,014,061)
----------- -----------
Net increase in cash and cash equivalents 888,006 79,242
Cash and cash equivalents at January 1 760,312 581,211
----------- -----------
Cash and cash equivalents at June 30 $ 1,648,318 $ 660,453
=========== ===========
</TABLE>
The accompanying notes are an integral part of these statements.
4
<PAGE> 7
CRONOS GLOBAL INCOME FUND XIV, L.P.
NOTES TO UNAUDITED FINANCIAL STATEMENTS
JUNE 30, 1995 AND DECEMBER 31, 1994
(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. Cronos Capital Corp. ("CCC") is the general partner and,
with its affiliate Cronos Containers Limited (the "Leasing Company"),
manages and controls the business of the Partnership.
(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
two 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.
(c) Basis of Accounting
The Partnership utilizes the accrual method of accounting. Revenue is
recognized when earned.
(d) 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 generally accepted accounting
procedures 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 periods presented.
(Continued)
5
<PAGE> 8
CRONOS GLOBAL INCOME FUND XIV, L.P.
NOTES TO UNAUDITED FINANCIAL STATEMENTS
(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 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 June 30, 1995 and
December 31, 1994 were as follows:
<TABLE>
<CAPTION>
June 30, December 31,
1995 1994
------------ ----------------
<S> <C> <C>
Lease receivables, net of doubtful accounts
of $207,088 at June 30, 1995 and $129,453 at
December 31, 1994 $2,397,350 $2,761,841
Less:
Direct operating payables and accrued expenses 745,937 605,400
Damage protection reserve 230,558 154,231
Base management fees 241,647 227,340
Reimbursed administrative expenses 50,181 53,179
---------- ----------
$1,129,027 $1,721,691
========== ==========
</TABLE>
(3) Due to General Partner
The amounts due to CCC at June 30, 1995 and December 31, 1994 consist of
acquisition fees.
(4) Net Lease Revenue
Net lease revenue is determined by deducting direct operating expenses,
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 three and six-month periods ended
June 30, 1995 and 1994 were as follows:
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
------------------------------ ------------------------------
June 30, June 30, June 30, June 30,
1995 1994 1995 1994
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
Rental revenue $2,852,615 $2,807,438 $5,530,752 $5,323,577
Rental equipment
operating expenses 430,122 453,713 810,072 779,549
Base management fees 191,257 221,400 386,257 370,631
Reimbursed administrative expenses 151,399 144,856 298,125 314,594
---------- ---------- ---------- ----------
$2,079,837 $1,987,469 $4,036,298 $3,858,803
========== ========== ========== ==========
</TABLE>
6
<PAGE> 9
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.
1) Material changes in financial condition between June 30, 1995 and December
31, 1994.
At June 30, 1995, the Registrant's cash balances increased $888,006,
allowing the Registrant to increase its cash distribution from operations
for the second time during 1995. This distribution, payable in August 1995,
increased from 11.5% (annualized) to 12% (annualized) of the limited
partners' original capital contribution. During the first six months of
1995, the Registrant's collection of outstanding lease receivables and sales
proceeds has been favorable, contributing to the aforementioned increase in
cash and cash equivalents, and to a $592,664 decline in net lease
receivables due from the Leasing Company. Additionally, direct operating
payables and accrued expenses, a component of net lease receivables,
increased $140,537. This increase results from a $58,368 increase in
accrued operating expenses and a $82,169 increase in deferred revenue from
advance billings to container lessees. The reserve for container repairs
covered under the damage protection plan increased $76,327 as a result of
the increase in estimated repairs covered by the plan. The amount due to
the General Partner declined $300,000, as the Registrant continued to make
payments to the General Partner for acquisition fees deferred during the
build-up phase of the Registrant's fleet and operations.
During the first six months of 1995, the Registrant acquired 24 new
twenty-foot dry cargo containers at an aggregate manufacturers' invoice cost
of $59,400, replacing containers which had been lost or damaged beyond
repair. The Registrant's cash balances at June 30, 1995 include additional
sales proceeds from equipment disposals in the amount of approximately
$38,000. The Registrant will use these sales proceeds in subsequent periods
to purchase additional containers as replacement for such lost or damaged
containers.
2) Material changes in the results of operations between the three and-six
month periods ended June 30, 1995 and the three and six-month periods ended
June 30, 1994.
During the three-month period ended June 30, 1995, the container leasing
market remained consistent with market conditions that existed during the
three-month period ended March 31, 1995. The Registrant continued to
experience the ability to charge higher ancillary revenues, such as pick-up
fees, and reduce incentives offered to ocean carriers. However, the
Registrant remains cautious about any further improvement in market
conditions during the remainder of 1995.
The benefits of the improved market conditions experienced during the three
and six-month periods ended June 30, 1995, as compared to the same periods
in 1994, were partially offset by the effect of the Leasing Company's
efforts to improve the credit quality of its customer portfolio. In many
cases, lessees who maintain a strong credit history may command favorable
lease terms including lower per-diem rental rates. Accordingly, an
increasing proportion of the lessees within its portfolio shifted to larger,
high credit quality lessees, resulting in dry cargo per-diem rental rates
moderately increasing approximately 2% during the three-month period ended
June 30, 1995, as compared with the same period in the prior year. Dry cargo
per-diem rental rates for the six-month period ended June 30, 1995 remained
consistent with the same period in 1994. Refrigerated container per-diem
rental rates increased approximately 1.5% during the three-month period
ended June 30, 1995, as compared with the same period in the prior year,
although over the six-month period ended June 30, 1995 they were relatively
unchanged from the prior year. The Registrant expects to gain long term
benefits from the improvement in the credit quality of its customers, as the
allowance for doubtful accounts and related expenses should decline.
7
<PAGE> 10
The Registrant's average fleet size and utilization rates for the three and
six-month periods ended June 30, 1995 and 1994 were as follows:
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
------------------------------ ------------------------------
June 30, June 30, June 30, June 30,
1995 1994 1995 1994
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
Average Fleet Size (measured in
twenty-foot equivalents (TEU))
Dry cargo containers 15,520 15,501 15,515 15,503
Refrigerated cargo containers 1,156 1,160 1,158 1,160
Average Utilization
Dry cargo containers 91% 89% 90% 88%
Refrigerated cargo containers 99% 98% 99% 98%
</TABLE>
Rental equipment operating expenses decreased 5% and 4% during the three and
six-month periods ended June 30, 1995, respectively, as compared to the same
periods in the prior year. These decreases were attributable to the decline in
expenses typically associated with lower utilization rates, including, storage
and handling. Repair and maintenance expenses, and the costs associated with
the recovery actions against the doubtful accounts of certain lessees, including
legal, container recovery expenses, and the related provision for doubtful
accounts, increased during the three and six-month periods ended June 30, 1995,
partially offsetting the decline in rental equipment operating expenses.
8
<PAGE> 11
PART II - OTHER INFORMATION
Item 5. Other Materially Important Events
Equipment Acquisitions
During the three-month period ended June 30, 1995, the Registrant
purchased 24 new twenty-foot dry cargo containers at an average cost of
$2,475 per container.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
27 - Financial Data Schedule
(b) In lieu of filing a current report on Form 8-K, the Registrant has
provided in Part II, Item 5 hereof, a description of its purchase
of marine cargo containers during the three-month period ended
June 30, 1995.
9
<PAGE> 12
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this Report to be signed on its behalf by the
undersigned thereunto duly authorized.
CRONOS GLOBAL INCOME FUND XIV, L.P.
By Cronos Capital Corp.
The General Partner
By /s/ JOHN KALLAS
---------------------------------------
John Kallas
Vice President, Chief Financial Officer
Principal Accounting Officer
Date: August 10, 1995
10
<PAGE> 13
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
No. Description
- ------- -----------
<S> <C>
27 Financial Data Schedule
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
BALANCE SHEET AT JUNE 30, 1995 (UNAUDITED) AND THE STATEMENT OF OPERATIONS FOR
THE SIX MONTHS ENDED JUNE 30, 1995 (UNAUDITED) AND IS QUALIFIED IN ITS ENTIRETY
BY REFERENCE TO SUCH FINANCIAL STATEMENTS INCLUDED AS PART OF ITS QUARTERLY
REPORT ON FORM 10-Q FOR THE PERIOD ENDED JUNE 30, 1995.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-START> JAN-01-1995
<PERIOD-END> JUN-30-1995
<CASH> 1,648,318
<SECURITIES> 0
<RECEIVABLES> 1,129,027
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 2,777,345
<PP&E> 53,195,682
<DEPRECIATION> 6,029,003
<TOTAL-ASSETS> 50,796,238
<CURRENT-LIABILITIES> 724,040
<BONDS> 0
<COMMON> 0
0
0
<OTHER-SE> 50,072,198
<TOTAL-LIABILITY-AND-EQUITY> 50,796,238
<SALES> 0
<TOTAL-REVENUES> 4,127,548
<CGS> 0
<TOTAL-COSTS> 1,751,292
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 2,376,256
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
