-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, KP1CVuIWHjEl80RqM0CMo4D7DeMJw9cvAbdzH85ULMrizA7s+4EueVdRYut2YQne BWIczPlwMyLpY4B3nHm/aQ== 0000950134-08-009053.txt : 20080509 0000950134-08-009053.hdr.sgml : 20080509 20080509131212 ACCESSION NUMBER: 0000950134-08-009053 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20080331 FILED AS OF DATE: 20080509 DATE AS OF CHANGE: 20080509 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CRONOS GLOBAL INCOME FUND XIV L P CENTRAL INDEX KEY: 0000891332 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-EQUIPMENT RENTAL & LEASING, NEC [7359] IRS NUMBER: 943163375 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-23158 FILM NUMBER: 08817340 BUSINESS ADDRESS: STREET 1: 444 MARKET ST 15TH FLR CITY: SAN FRANCISCO STATE: CA ZIP: 94111 BUSINESS PHONE: 4156778990 10-Q 1 f40478ae10vq.htm FORM 10-Q e10vq
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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 March 31, 2008
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 þ   No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
             
Large accelerated filer o   Accelerated filer o   Non-accelerated filer o   Smaller reporting company þ
    (Do not check if a smaller reporting company)
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o No þ
 
 

 


 

CRONOS GLOBAL INCOME FUND XIV, L.P.
Report on Form 10-Q for the Quarterly Period
Ended March 31, 2008
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 EXHIBIT 31.1
 EXHIBIT 31.2
 EXHIBIT 32

 


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PART I — FINANCIAL INFORMATION
Item 1. Financial Statements
Presented herein are Cronos Global Income XIV, L.P.’s (the “Partnership”) condensed balance sheets as of March 31, 2008 and December 31, 2007, condensed statements of income for the three months ended March 31, 2008 and 2007, and condensed statements of cash flows for the three months ended March 31, 2008 and 2007, (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 should be read in conjunction with the financial statements and the notes thereto included in the Partnership’s December 31, 2007 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 income 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.

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CRONOS GLOBAL INCOME FUND XIV, L.P.
Condensed Balance Sheets
(Unaudited)
                 
    March 31,     December 31,  
    2008     2007  
Assets
               
Current assets:
               
Cash and cash equivalents, includes $913,297 at March 31, 2008 and $977,456 at December 31, 2007 in interest-bearing accounts
  $ 928,297     $ 992,456  
Net lease receivables due from Leasing Agent
    223,485       247,443  
Sales-type lease receivable, due from Leasing Agent within one year, net
    39,099       39,086  
 
           
 
               
Total current assets
    1,190,881       1,278,985  
 
           
 
               
Sales-type lease receivable, due from Leasing Agent after one year, net
    42,892       52,576  
Container rental equipment, at cost
    12,781,619       13,722,811  
Less accumulated depreciation
    (10,971,098 )     (11,567,119 )
 
           
Net container rental equipment
    1,810,521       2,155,692  
 
           
 
               
Total assets
  $ 3,044,294     $ 3,487,253  
 
           
 
               
Partners’ Capital
               
 
               
Partners’ capital:
               
General partner
  $ 1,565     $ 2,556  
Limited partners
    3,042,729       3,484,697  
 
           
 
               
Total partners’ capital
  $ 3,044,294     $ 3,487,253  
 
           
The accompanying notes are an integral part of these condensed financial statements.

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CRONOS GLOBAL INCOME FUND XIV, L.P.
Condensed Statements of Income
(Unaudited)
                 
    Three Months Ended  
    March 31,     March 31,  
    2008     2007  
 
               
Net lease revenue from Leasing Agent
  $ 199,541     $ 302,504  
 
               
Other operating income (expenses):
               
Depreciation
    (194,936 )     (284,730 )
Other general and administrative expenses
    (45,762 )     (42,097 )
Net gain on disposal of equipment
    168,829       120,725  
 
           
 
    (71,869 )     (206,102 )
 
           
 
               
Income from operations
    127,672       96,402  
 
               
Other income:
               
Interest income
    3,568       11,988  
 
           
Net income
  $ 131,240     $ 108,390  
 
           
 
               
Allocation of net income:
               
General partner
  $ 13,650     $ 120,602  
Limited partners
    117,590       (12,212 )
 
           
 
               
 
  $ 131,240     $ 108,390  
 
           
 
               
Limited partners’ per unit share of net income
  $ 0.04     $  
 
           
The accompanying notes are an integral part of these condensed financial statements.

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CRONOS GLOBAL INCOME FUND XIV, L.P.
Condensed Statements of Cash Flows
(Unaudited)
                 
    Three Months Ended  
    March 31,     March 31,  
    2008     2007  
 
               
Net cash provided by operating activities
  $ 176,974     $ 339,643  
 
               
Cash flows from investing activities:
               
Proceeds from sale of container rental equipment
    333,068       394,454  
 
               
Cash flows from financing activities:
               
Distribution to general partner
    (14,643 )     (20,130 )
Distribution to limited partners
    (559,558 )     (683,904 )
 
           
Net cash used in financing activities
    (574,201 )     (704,034 )
 
           
 
               
Net (decrease) increase in cash and cash equivalents
    (64,159 )     30,063  
 
               
Cash and cash equivalents at the beginning of the period
    992,456       1,042,791  
 
           
 
               
Cash and cash equivalents at the end of the period
  $ 928,297     $ 1,072,854  
 
           
The accompanying notes are an integral part of these condensed financial statements.

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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 to ocean carriers. 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.
 
      Cronos Capital Corp. (“CCC”), the general partner and its affiliate, Cronos Containers Limited (the “Leasing Agent”), manage the business of the Partnership. CCC and the Leasing Agent also manage the container leasing business for other partnerships affiliated with CCC.
 
      The Partnership has completed its 15th year of operations. Future periods are expected to generate diminishing results as the Partnership’s smaller fleet now has a greater impact on its operations than global economic growth and container trade. The General Partner anticipates liquidating the remaining containers in the fleet by year-end 2008 but no final decision has been made. CCC will suspend the cash distribution for May 2008 and all subsequent distributions while the liquidation of the remaining containers in the fleet is evaluated. CCC intends to make one or more liquidating distributions to the Limited Partners on or before the termination of the Partnership, or reinstate the monthly cash distributions should no decision be made to liquidate the fleet by year-end 2008. At March 31, 2008, approximately 31% of the original equipment remained in the Partnership’s fleet.
 
  (b)   Leasing Agent
 
      The Partnership and the Leasing Agent have entered into an agreement (the “Leasing Agent Agreement”) whereby the Leasing Agent manages the leasing operations for all equipment owned by the Partnership. In addition to responsibility for leasing and re-leasing the equipment to ocean carriers, the Leasing Agent disposes of the containers at the end of their useful economic life 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 Agent to use the containers owned by the Partnership, together with other containers owned or managed by the Leasing Agent and its affiliates, as part of a single fleet operated without regard to ownership. The Leasing Agent Agreement generally provides that the Leasing Agent will make payments to the Partnership based upon rentals collected from ocean carriers after deducting direct operating expenses and management fees due both to CCC and the Leasing Agent.
 
      The Leasing Agent 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 charged and recognized 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.
 
      Term leases are for a fixed quantity of containers for a fixed period of time, typically varying from three to five years. In most cases, containers cannot be returned prior to the expiration of the lease. Term lease agreements may contain early termination penalties that apply in the event of early redelivery. Term leases provide greater revenue stability to the lessor, usually at lower lease rates than master leases. Ocean carriers use term leases to lower their operating costs when they have a need for an identified number of
(Continued)

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CRONOS GLOBAL INCOME FUND XIV, L.P.
Notes to Unaudited Condensed Financial Statements
(1)   Summary of Significant Accounting Policies (continued)
  (b)   Leasing Agent (continued)
 
      containers for a specified term. Rentals under term leases are charged and recognized based upon the number of containers leased, the applicable per diem rate and the length of the lease, irrespective of the number of days which the customer actually uses the containers.
 
      Sales-type leases are long-term in nature, usually ranging from three to seven years, and require relatively low levels of customer service. They ordinarily require fixed payments over a defined period and provide customers with an option to purchase the subject containers at the end of the lease term. Per-diem rates include an element of repayment of capital and therefore are usually higher than rates charged under either term or master leases.
 
  (c)   Basis of Presentation
 
      The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for annual financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the interim period are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2008. For further information, refer to the financial statements and footnotes thereto included in the Partnership’s Annual Report on Form 10-K for the year ended December 31, 2007.
 
  (d)   Use of Estimates in interim financial statements
 
      The preparation of interim financial statements, in conformity with US GAAP and SEC regulations for interim reporting, 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. The most significant estimates relate to the carrying value of equipment including estimates relating to depreciable lives, residual values and asset impairments. Actual results could differ from those estimates.
 
  (e)   Container Rental Equipment
 
      Container rental equipment is depreciated over a 15-year life using the straight-line basis to its residual value of 10% of original equipment cost. Depreciation policies are also evaluated to determine whether subsequent events and circumstances warrant revised estimates of useful lives. Residual values are only revised downwards.
 
      In accordance with Statement of Financial Accounting Standards (“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
(Continued)

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CRONOS GLOBAL INCOME FUND XIV, L.P.
Notes to Unaudited Condensed Financial Statements
(1)   Summary of Significant Accounting Policies (continued)
  (e)   Container Rental Equipment (continued)
 
      written down to fair value. An analysis of projected future cash flows from container operations is prepared annually, or upon material changes in market conditions. The primary variables utilized in the analysis are current and projected utilization rates, per-diem rental rates, direct operating expenses, fleet size and timing of container disposals. Additionally, the Partnership evaluates future cash flows and potential impairment for its entire container fleet rather than for each container type or 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 three-month periods ended March 31, 2008 and 2007.
 
  (f)   Allocation of Net Income or Loss, Partnership Distributions and Partners’ Capital
 
      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)

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CRONOS GLOBAL INCOME FUND XIV, L.P.
Notes to Unaudited Condensed Financial Statements
(1)   Summary of Significant Accounting Policies (continued)
  (g)   Accounting pronouncements adopted during the period
 
      On February 15, 2007 the Financial Accounting Standards Board (“FASB”) issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities — Including an Amendment of FASB Statement No. 115” (“SFAS 159”). This standard permits an entity to choose to measure many financial instruments and certain other items at fair value. The unrealized gains and losses on items for which the fair value option has been elected will be reported in earnings at each subsequent reporting date. The fair value option: (a) may be applied instrument by instrument, with a few exceptions, such as investments otherwise accounted for by the equity method; (b) is irrevocable (unless a new election date occurs); and (c) is applied only to entire instruments and not to portions of instruments. On January 1, 2008 the Partnership adopted SFAS 159, however, the Partnership has elected not to use the fair value option for any of its existing financial assets and liabilities and consequently, adoption had no impact.
 
      In September 2006 the FASB issued SFAS No. 157, “Fair Value Measurements” (“SFAS 157”), which provides a single definition of fair value, establishes a framework for the measurement of fair value and expands disclosure about the use of fair value to measure assets and liabilities. SFAS 157 is effective for fiscal years beginning after November 15, 2007, and for interim periods within those fiscal years. In November 2007, the FASB agreed to defer the effective date of Statement 157 for all non-financial assets and liabilities by one year. The Partnership adopted the effective provisions of SFAS 157 as of January 1, 2008. There was no impact to the condensed interim financial statements upon adoption. At March 31, 2008, the Partnership did not have any financial assets or liabilities that were subject to the expanded disclosures regarding fair value measurements, consequently adoption had no disclosure impact.
(2)   Net Lease Receivables Due from Leasing Agent
 
    Net lease receivables due from Leasing Agent at March 31, 2008 and December 31, 2007 comprised:
                 
    March 31,     December 31,  
    2008     2007  
Gross lease receivables
  $ 610,490     $ 637,593  
Less:
               
Direct operating payables and accrued expenses
    126,854       133,399  
Base management fees payable
    14,973       8,413  
Reimbursed administrative expenses
    4,753       5,527  
Allowance for doubtful accounts
    240,425       242,811  
 
           
 
    387,005       390,150  
 
           
 
               
Net lease receivables due from Leasing Agent
  $ 223,485     $ 247,443  
 
           
Included within the amount of gross lease receivables are $14,004 in respect of amounts owed to the Leasing Agent and $150,516 in respect of amounts owed by the Leasing Agent in relation to the disposal of containers for the three months ended March 31, 2008 and the year ended December 31, 2007, respectively.

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CRONOS GLOBAL INCOME FUND XIV, L.P.
Notes to Unaudited Condensed Financial Statements
(3)   Net Lease Revenue
 
    Net lease revenue for the three-month periods ended March 31, 2008 and 2007 comprised:
                 
    Three Months Ended  
    March 31,     March 31,  
    2008     2007  
Gross lease revenue
  $ 264,402     $ 406,338  
Less:
               
Direct operating expenses
    31,224       52,239  
Base management fees
    18,310       27,954  
Reimbursed administrative expenses
               
Salaries
    11,430       15,749  
Other payroll related expenses
    1,403       2,955  
General and administrative expenses
    2,494       4,937  
 
           
Total reimbursed administrative expenses
    15,327       23,641  
 
           
 
    64,861       103,834  
 
           
 
               
Net lease revenue
  $ 199,541     $ 302,504  
 
           
(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. The general partner operates the Partnership’s container fleet as a homogenous unit and have determined that as such, it has a single reportable operating segment.
 
    A summary of gross lease revenue earned by each Partnership container type for the three-month periods ended March 31, 2008 and 2007 follows:
                 
    Three Months Ended  
    March 31,     March 31,  
    2008     2007  
Dry cargo containers
  $ 227,995     $ 330,523  
Refrigerated containers
    36,407       75,815  
 
           
Total
  $ 264,402     $ 406,338  
 
           
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 “Disclosures about Segments of an Enterprise and Related Information” (“SFAS 131”).

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CRONOS GLOBAL INCOME FUND XIV, L.P.
Notes to Unaudited Condensed Financial Statements
(5)   Limited Partners’ Capital
 
    Cash distributions made to the limited partners for the three-month periods ended March 31, 2008 and 2007 were as follows:
                 
    Three Months Ended  
    March 31,     March 31,  
    2008     2007  
Cash Distribution from Operations
  $ 211,389     $ 310,866  
Cash Distribution from Sales Proceeds
    348,169       373,038  
 
           
Total Cash Distributions
  $ 559,558     $ 683,904  
 
           
    These distributions are used in determining “Adjusted Capital Contributions” as defined by the Partnership Agreement.
 
    The limited partners’ per unit share of capital was $1 at March 31, 2008 and December 31, 2007, respectively. This is calculated by dividing the limited partners’ capital at the end of March 31, 2008 and December 31, 2007 by 2,984,309, the total number of outstanding limited partnership units.

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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, 2007 Annual Report on Form 10-K and the financial statements and the notes thereto appearing elsewhere in this report.
Results of Operations
Overview
     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 (“the Agreement”) exists between the Partnership and the Leasing Agent, whereby the Leasing Agent has the responsibility to manage the leasing operations of all equipment owned by the Partnership. Pursuant to the Agreement, the Leasing Agent 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 Agent to use the containers owned by the Partnership, together with other containers owned or managed by the Leasing Agent and its affiliates, as part of a single fleet operated without regard to ownership.
     The Partnership derives revenues from marine dry cargo and refrigerated containers that are used by its customers in global trade routes. As of March 31, 2008, the Partnership operated 3,004 twenty-foot, 968 forty-foot and 131 forty-foot high-cube marine dry cargo containers, as well as 63 twenty-foot and two forty-foot marine refrigerated containers.
     The following table summarizes the composition of the Partnership’s fleet (based on container type) at March 31, 2008:
                                         
    Dry Cargo   Refrigerated
    Containers   Containers
                    40-Foot        
    20-Foot   40-Foot   High-Cube   20-Foot   40-Foot
Containers on lease:
                                       
Master lease
    1,667       516       95       41       1  
Term lease
                                       
Short term1
    327       57       2       9        
Long term2
    919       365       23       8       1  
 
                                       
 
    1,246       422       25       17       1  
 
                                       
Subtotal
    2,913       938       120       58       2  
 
                                       
Containers off lease
    91       30       11       5        
 
                                       
Total container fleet
    3,004       968       131       63       2  
 
                                       
 
1.   Short term leases represent term leases that are either scheduled for renegotiation or that may expire on or before March 2009.
 
2.   Long term leases represent term leases, the majority of which will expire between April 2009 and December 2012.
     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 generated 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 and the frequency and size of repositioning moves undertaken;
 
    Legal and other expenses, including legal costs related to the recovery of containers and doubtful accounts, insurance and provisions for doubtful accounts.

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     At March 31, 2008, approximately 31% of the original equipment remained in the Partnership’s fleet, compared to approximately 33% at December 31, 2007. The following table details the proportion of the fleet remaining by product:
                                                                                 
    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
    5,774       66 %     2,644       73 %     85       39 %     448       88 %     348       99 %
 
                                                                               
Remaining fleet at March 31, 2008
    3,004       34 %     968       27 %     131       61 %     63       12 %     2       1 %
 
                                                                               
     In the course of the last twelve months, the average lease per-diem rate for the Combined Partnership fleet declined by 14%. This decline may be attributed to a number of factors:
    The Leasing Agent extended certain expiring leases at lower rental rates;
 
    Off hire containers were placed on leases at rates that, although they resulted in a reduction in the average per-diem rental rates, they also significantly lowered inventory levels;
 
    The overall lease market for the Partnership’s older containers continues to be very competitive and, therefore, subject to significant pricing pressures.
     As a result of these changes and other market factors, the average utilization rate for the combined Partnership fleet was 5% higher in the first quarter of 2008 than in the corresponding period of 2007. The level of direct operating expenses declined in line with the reduction in inventories of off hire containers.
     The Partnership’s average fleet size and utilization rates for the three-month periods ended March 31, 2008 and 2007 were as follows:
                 
    Three Months Ended
    March 31,   March 31,
    2008   2007
Fleet size (measured in twenty-foot equivalent units (TEU))
               
 
               
Dry cargo containers
    5,349       6,763  
Refrigerated containers
    101       182  
 
               
Average utilization rates
               
 
               
Dry cargo containers
    97 %     97 %
Refrigerated containers
    92 %     70 %
     The sale of the Partnership’s off-hire containers is in accordance with one of the Partnership’s original investment objectives, which was to realize the residual value of its containers after the expiration of their useful lives, estimated to be between 12 and 15 years after placement in service. The sale of these containers has positively affected the Partnership’s results from operations and minimized storage and other inventory-related costs incurred for its off-hire containers. The secondary market demand for used containers remained favorable during the first quarter of 2008. Changes in future inventory levels, as well as significant fluctuations in new container prices, may affect sales proceeds realized on the sale of the Partnership’s remaining containers. The price of a new twenty-foot dry cargo container increased from approximately $2,000 at the end of 2007 to $2,350 by the end of the first quarter of 2008. The volatility in new container pricing is expected throughout the remainder of 2008.

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Three Months Ended March 31, 2008 Compared to the Three Months Ended March 31, 2007
     Overview
     Net income for the three months ended March 31, 2008 was $131,240, an increase of $22,850, or 21% higher than net income for the corresponding period in the prior year. The primary changes between the two periods included the impact of:
    an increase in the gains recognized on the disposal of equipment;
 
    this increase was partially offset by a decline in net lease revenue, in line with the reduction in size of the fleet.
     Analysis and discussion
     Net lease revenue was $199,541 for the three months ended March 31, 2008 compared to $302,504 for the same period in the prior year. The decline was primarily due to a $141,936 decline in gross rental revenue (a component of net lease revenue), reflecting the Partnership’s smaller fleet size. This was partly offset by a reduction in direct operating expenses (a component of net lease revenue) of $21,015. The reduction in direct operating expenses was attributable to a decrease in both activity-related and inventory-related expenses in line with the decline in inventories of off-hire containers.
     Depreciation expense of $194,936 for the three months ended March 31, 2008 declined by $89,794, or 32%, when compared to the corresponding period in 2007, a direct result of the Partnership’s aging and declining fleet size.
     Other general and administrative expenses amounted to $45,762 for the three-month period ended March 31, 2008, an increase of $3,665 or 9% when compared to the same period in 2007, primarily a result of higher fees for audit and banking services.
     Net gain on disposal of equipment for the three months ended March 31, 2008 was $168,829, compared to a net gain of $120,725 for the corresponding period in 2007. The Partnership disposed of 257 containers, compared to 349 containers during the same three-month period in 2007.
     The net gain on container disposals in the three-month period ended March 31, 2008 was a result of various factors, including the proceeds realized from the container disposal, 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.

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Liquidity and Capital Resources
     During the Partnership’s first 10 years of operations, the Partnership’s primary objective was 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 operating needs. No credit lines are maintained to finance working capital. Commencing in 2003, the Partnership’s 11th year of operations, the Partnership began its liquidation phase, 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 15 years after placement in leased service.
     In January 2008, the Partnership completed its 15th year of operations, with a fleet size measuring approximately 31% of the Partnership’s original equipment. Future periods are expected to generate diminishing results as the Partnership’s smaller fleet now has a greater impact on its operations than global economic growth and container trade. CCC anticipates liquidating the remaining containers in the fleet by year-end 2008 but no final decision has been made. CCC will continue to monitor the resale market for used containers and the Partnership’s operations to determine when the Partnership should be terminated. 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. 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. CCC will suspend the cash distribution for May 2008 and all subsequent distributions while the liquidation of the remaining containers in the fleet is evaluated. CCC intends to make one or more liquidating distributions to the Limited Partners on or before the termination of the Partnership, or reinstate the monthly cash distributions should no decision be made to liquidate the fleet by year-end 2008. Cash distributions from operations are allocated 5% to CCC and 95% to the limited partners. Distributions 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’s Partnership Agreement.
     At March 31, 2008, the Partnership had $928,297 in cash and cash equivalents, a decrease of $64,159 from cash balances at December 31, 2007. 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 March 31, 2008, 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 by net lease revenue receipts, was $176,974 during the three months ended March 31, 2008, compared to $339,643 for the same three-month period in 2007.
     Cash from Investing Activities: Net cash provided by investing activities was $333,068 during the three months ended March 31, 2008, compared to $394,454 in the corresponding period of 2007. These amounts represent sales proceeds generated from the sale of container rental equipment.
     Cash from Financing Activities: Net cash used in financing activities was $574,201 during the three months ended March 31, 2008, compared to $704,034 during the three months ended March 31, 2007. 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.

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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 and residual values
 
    Container equipment — recoverability and valuation in accordance with SFAS 144 “Accounting for the Impairment or Disposal of Long Lived Assets”
 
    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 2007 Annual Report on Form 10-K.
Inflation
     The Partnership believes inflation has not had a material adverse effect on the results of its operations.
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. Of the non-US dollar direct operating expenses, the majority are individually small, unpredictable and incurred in various denominations. Thus, the Leasing Agent determined such amounts are not suitable for cost effective hedging. As exchange rates are outside of the control of the Partnership and Leasing Agent, there can be no assurance that such fluctuations will not adversely affect the Partnership’s results of operations and financial condition. The Partnership believes it does not have significant exposure to other forms of market risk.
Item 4. Controls and Procedures
     See Item 4T.
Item 4T. 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 report . As used herein, the term “disclosure controls and procedures” has the meaning given to the term by Rule 13a-15(e) 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 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.

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PART II — OTHER INFORMATION
Item 1. Legal Proceedings
Not applicable.
Item 1A. Risk Factors
There are no material changes from the risk factors as previously disclosed in the Partnership’s December 31, 2007 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.

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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/ Frank P. Vaughan    
    Frank P. Vaughan   
    Chief Financial Officer and
Director of Cronos Capital Corp. (“CCC”)
Principal Financial and Accounting Officer of CCC
 
 
Date: May 9, 2008

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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.

EX-31.1 2 f40478aexv31w1.htm EXHIBIT 31.1 exv31w1
 

EXHIBIT 31.1
Cronos Global Income Fund XIV, L.P.
Rule 13a-14 CERTIFICATION
     I, Dennis J. Tietz, certify that:
     1. I have reviewed this quarterly report on Form 10-Q of Cronos Global Income Fund XIV, L.P. (the “Partnership”);
     2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;
     3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the Partnership as of, and for, the periods presented in this quarterly report;
     4. The other certifying officer of Cronos Capital Corp. (“CCC”), the General Partner of the Partnership, and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Partnership and we have:
          (a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Partnership, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;
          (b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles;
          (c) evaluated the effectiveness of the Partnership’s disclosure controls and procedures and presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
          (d) disclosed in this report any change in the Partnership’s internal control over financial reporting that occurred during the Partnership’s most recent fiscal quarter (the Partnership’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Partnership’s internal control over financial reporting.
     5. CCC’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Partnership’s auditors and the Audit Committee of Partnership’s Board of Directors (or persons performing the equivalent function):
          (a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Partnership’s ability to record, process, summarize and report financial information; and
          (b) any fraud, whether or not material, that involves management or other employees who have a significant role in the Partnership’s internal control over financial reporting.
Date: May 9, 2008
         
     
/s/ DENNIS J. TIETZ      
Dennis J. Tietz     
President and Director of CCC     

 

EX-31.2 3 f40478aexv31w2.htm EXHIBIT 31.2 exv31w2
 

         
EXHIBIT 31.2
Cronos Global Income Fund XIV, L.P.
Rule 13a-14 CERTIFICATION
     I, Frank P. Vaughan, certify that:
     1. I have reviewed this quarterly report on Form 10-Q of Cronos Global Income Fund XIV, L.P. (the “Partnership”);
     2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;
     3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the Partnership as of, and for, the periods presented in this quarterly report;
     4. The other certifying officer of Cronos Capital Corp. (“CCC”), the General Partner of the Partnership, and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Partnership and we have:
          (a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Partnership, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;
          (b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles;
          (c) evaluated the effectiveness of the Partnership’s disclosure controls and procedures and presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
          (d) disclosed in this report any change in the Partnership’s internal control over financial reporting that occurred during the Partnership’s most recent fiscal quarter (the Partnership’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Partnership’s internal control over financial reporting.
     5. CCC’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Partnership’s auditors and the Audit Committee of Partnership’s Board of Directors (or persons performing the equivalent function):
          (a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Partnership’s ability to record, process, summarize and report financial information; and
          (b) any fraud, whether or not material, that involves management or other employees who have a significant role in the Partnership’s internal control over financial reporting.
Date: May 9, 2008
         
     
/s/ FRANK P. VAUGHAN      
Frank P. Vaughan     
Chief Financial Officer of CCC     

 

EX-32 4 f40478aexv32.htm EXHIBIT 32 exv32
 

         
EXHIBIT 32
CERTIFICATION PURSUANT TO
18 U.S.C. § 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002*
          In connection with the Quarterly Report of Cronos Global Income Fund XIV, L.P. (the “Partnership”) on Form 10-Q for the quarterly period ended March 31, 2008, as filed with the Securities and Exchange Commission (the “Report”), the undersigned, Dennis J. Tietz, President and Director of Cronos Capital Corp., the General Partner of the Partnership, and Frank P. Vaughan, Chief Financial Officer of Cronos Capital Corp., certify, based on their knowledge, that:
  (i)   The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
 
  (ii)   The information contained in the Report fairly presents, in all material respects, the financial condition and results of operation of the Partnership.
May 9, 2008
         
     
  By   /s/ Dennis J. Tietz    
    Dennis J. Tietz, President and Director of Cronos   
    Capital Corp., General Partner of the Partnership   
 
     
    /s/ Frank P. Vaughan    
    Frank P. Vaughan, Chief Financial Officer of Cronos   
    Capital Corp., General Partner of the Partnership   
 
     A signed original of this written statement required by Section 906 has been provided to the Partnership and will be retained by the Partnership and furnished to the Securities and Exchange Commission or its staff upon request.
 
*   This certification, required by Section 906 of the Sarbanes-Oxley Act of 2002, other than as required by Section 906, shall not be deemed to be “filed” with the Commission or subject to the rules and regulations promulgated by the Commission under the Securities Exchange Act of 1934, as amended, or to the liabilities of Section 18 of said Act.

 

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