10-Q 1 f35602de10vq.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 September 30, 2007
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 0-27496
CRONOS GLOBAL INCOME FUND XVI, L.P.
(Exact name of registrant as specified in its charter)
     
California   94-3230380
(State or other jurisdiction of   (I.R.S. Employer
incorporation or organization)   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, 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
 
 


 

CRONOS GLOBAL INCOME FUND XVI, L.P.
Report on Form 10-Q for the Quarterly Period
Ended September 30, 2007
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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 Fund XVI, L.P.’s (the “Partnership”) condensed balance sheets as of September 30, 2007 and December 31, 2006, condensed statements of operations for the three and nine months ended September 30, 2007 and 2006, and condensed statements of cash flows for the nine months ended September 30, 2007 and 2006, (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, 2006 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, 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 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 XVI, L.P.
Condensed Balance Sheets
(Unaudited)
                 
    September 30,     December 31,  
    2007     2006  
Assets
               
Current assets:
               
Cash and cash equivalents, includes $766,057 at September 30, 2007 and $1,188,374 at
December 31, 2006 in interest-bearing accounts
  $ 781,057     $ 1,203,374  
Net lease and other receivables due from Leasing Company
    433,097       405,841  
 
           
 
               
Total current assets
    1,214,154       1,609,215  
 
           
 
               
Container rental equipment, at cost
    23,064,236       25,256,310  
Less accumulated depreciation
    (14,549,806 )     (14,851,810 )
 
           
Net container rental equipment
    8,514,430       10,404,500  
 
           
 
               
Total assets
  $ 9,728,584     $ 12,013,715  
 
           
 
               
Partners’ capital
               
 
               
Partners’ capital (deficit):
               
General partner
  $ (32,724 )   $ (39,210 )
Limited partners
    9,761,308       12,052,925  
 
           
 
               
Total partners’ capital
  $ 9,728,584     $ 12,013,715  
 
           
The accompanying notes are an integral part of these condensed financial statements.

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CRONOS GLOBAL INCOME FUND XVI, L.P.
Condensed Statements of Operations
(Unaudited)
                                 
    Three Months Ended     Nine Months Ended  
    September 30,     September 30,     September 30,     September 30,  
    2007     2006     2007     2006  
Net lease revenue
  $ 445,352     $ 617,544     $ 1,331,530     $ 1,744,685  
 
                               
Other operating income (expenses):
                               
Depreciation
    (353,312 )     (418,284 )     (1,123,484 )     (1,295,951 )
Other general and administrative expenses
    (24,739 )     (25,595 )     (86,509 )     (81,145 )
Net (loss) gain on disposal of equipment
    (3,405 )     (112,636 )     30,227       (247,079 )
 
                       
 
    (381,456 )     (556,515 )     (1,179,766 )     (1,624,175 )
 
                       
 
                               
Income from operations
    63,896       61,029       151,764       120,510  
 
                               
Other income:
                               
Interest income
    8,691       10,718       32,624       30,701  
 
                       
 
                               
Net income
  $ 72,587     $ 71,747     $ 184,388     $ 151,211  
 
                       
 
                               
Allocation of net income:
                               
General partner
  $ 14,581     $ 22,113     $ 89,836     $ 75,699  
Limited partners
    58,006       49,634       94,552       75,512  
 
                       
 
                               
 
  $ 72,587     $ 71,747     $ 184,388     $ 151,211  
 
                       
 
                               
Limited partners’ per unit share of net income
  $ 0.04     $ 0.03     $ 0.06     $ 0.05  
 
                       
The accompanying notes are an integral part of these condensed financial statements.

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CRONOS GLOBAL INCOME FUND XVI, L.P.
Condensed Statements of Cash Flows
(Unaudited)
                 
    Nine Months Ended  
    September 30,     September 30,  
    2007     2006  
Net cash provided by operating activities
  $ 1,276,086     $ 1,682,479  
 
               
Cash flows provided by investing activities:
               
Proceeds from sale of container rental equipment
    771,116       905,557  
 
               
Cash flows from financing activities:
               
Distributions to general partner
    (83,349 )     (101,075 )
Distributions to limited partners
    (2,386,170 )     (2,512,811 )
 
           
Net cash used in financing activities
    (2,469,519 )     (2,613,886 )
 
           
 
               
Net decrease in cash and cash equivalents
    (422,317 )     (25,850 )
 
           
 
               
Cash and cash equivalents at the beginning of the period
    1,203,374       1,048,262  
 
           
 
               
Cash and cash equivalents at the end of the period
  $ 781,057     $ 1,022,412  
 
           
The accompanying notes are an integral part of these condensed financial statements.

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CRONOS GLOBAL INCOME FUND XVI, L.P.
Notes to Unaudited Condensed Financial Statements
(1)   Summary of Significant Accounting Policies
  (a)   Nature of Operations
 
      Cronos Global Income Fund XVI, L.P. (the “Partnership”) is a limited partnership organized under the laws of the State of California on September 1, 1995, for the purpose of owning and leasing marine cargo containers, special purpose containers and container related equipment worldwide to ocean carriers. 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 March 29, 1996, when the minimum subscription proceeds of $2,000,000 were received from over 100 subscribers (excluding from such count Pennsylvania residents, CCC, and all affiliates of CCC). On February 3, 1997, CCC suspended the offer and sale of units in the Partnership. The offering terminated on December 27, 1997, at which time 1,599,667 limited partnership units had been sold. The Partnership shall continue until December 31, 2015, unless sooner terminated upon the occurrence of certain events.
 
      The Partnership has entered into its 13th 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 September 30, 2007, approximately 76% of the original equipment remained in the Partnership’s fleet.
 
  (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 “Accounting for Lease”, 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 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.

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CRONOS GLOBAL INCOME FUND XVI, L.P.
Notes to Unaudited Condensed Financial Statements
(1)   Summary of Significant Accounting Policies (continued)
  (b)   Leasing Company and Leasing Agent Agreement (continued)
 
      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 Presentation
 
      These unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (GAAP) and regulation S-X, Article 10 under the Securities Exchange Act of 1934 for interim financial information. Certain information and footnote disclosures normally included in financial statements prepared in accordance with 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, 2006 Annual Report on Form 10-K.
 
      The interim financial statements presented herewith reflect, in the opinion of management, all adjustments of a normal recurring nature 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.
 
  (d)   Use of Estimates
 
      The preparation of financial statements in conformity with GAAP requires the Partnership to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reported period. Actual results could differ from those estimates.
 
      The significant estimates included within the financial statements are the container rental equipment’s estimated useful lives and residual values, and the estimate of future cash flows from container rental equipment operations, used to evaluate the carrying value of container rental equipment in accordance with SFAS No. 144 “Accounting for the Impairment or Disposal of Long Lived Assets” (“SFAS 144”).
 
  (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 the original equipment cost. Depreciation policies are also evaluated to determine whether subsequent events and circumstances warrant revised estimates of useful lives and residual values.
 
      In accordance with SFAS No. 144, 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.

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CRONOS GLOBAL INCOME FUND XVI, L.P.
Notes to Unaudited Condensed Financial Statements
(1)   Summary of Significant Accounting Policies (continued)
  (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 in 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 three and nine-month periods ended September 30, 2007 and 2006.
 
  (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 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.

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CRONOS GLOBAL INCOME FUND XVI, L.P.
Notes to Unaudited Condensed Financial Statements
(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 September 30, 2007 and December 31, 2006 were as follows:
                 
    September 30,     December 31,  
    2007     2006  
Gross lease and other receivables
  $ 663,203     $ 694,051  
Less:
               
Direct operating payables and accrued expenses
    131,971       203,928  
Base management fees payable
    37,139       2,472  
Reimbursed administrative expenses
    12,347       12,559  
Allowance for doubtful accounts
    48,649       69,251  
 
           
 
    230,106       288,210  
 
           
 
               
Net lease and other receivables
  $ 433,097     $ 405,841  
 
           
(3)   Net Lease Revenue
 
    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, management fees and reimbursed administrative expenses incurred in respect of the containers specified in each operating lease agreement. Net lease revenue for the three and nine-month periods ended September 30, 2007 and 2006 was as follows:
                                 
    Three Months Ended     Nine Months Ended  
    September 30,     September 30,     September 30,     September 30,  
    2007     2006     2007     2006  
Rental revenue
  $ 656,466     $ 839,635     $ 2,020,913     $ 2,589,950  
Less:
                               
Rental equipment operating expenses
    134,914       126,624       450,354       534,068  
Base management fees
    44,764       58,418       139,718       178,605  
Reimbursed administrative expenses
                               
Salaries
    23,285       27,360       69,282       95,732  
Other payroll related expenses
    2,322       1,886       10,104       11,858  
General and administrative expenses
    5,829       7,803       19,925       25,002  
 
                       
Total reimbursed administrative expenses
    31,436       37,049       99,311       132,592  
 
                       
 
    211,114       222,091       689,383       845,265  
 
                       
 
                               
Net lease revenue
  $ 445,352     $ 617,544     $ 1,331,530     $ 1,744,685  
 
                       
(Continued)

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CRONOS GLOBAL INCOME FUND XVI, L.P.
Notes to Unaudited Condensed Financial Statements
(4)   Operating Segment
 
    An operating segment is a component of an enterprise that engages in business activities from which it may earn revenues and incur expenses, whose operating results are regularly reviewed by the enterprise’s chief operating decision maker to make decisions about resources to be allocated to the segment and assess its performance, and about which separate financial information is available. Management operates the Partnership’s container fleet as a homogenous unit and has determined that as such, it has a single reportable operating segment.
 
    The Partnership derives revenues from dry cargo, refrigerated and tank containers used by its customers in global trade routes. As of September 30, 2007, the Partnership operated 3,282 twenty-foot, 1,081 forty-foot and 1,628 forty-foot high-cube marine dry cargo containers, as well as 70 twenty-foot and 168 forty-foot high-cube refrigerated containers, and 51 twenty-four thousand-liter tanks. A summary of gross lease revenue earned by the Leasing Company, on behalf of the Partnership, by product, for the three and nine-month periods ended September 30, 2007 and 2006 follows:
                                 
    Three Months Ended     Nine Months Ended  
    September 30,     September 30,     September 30,     September 30,  
    2007     2006     2007     2006  
Dry cargo containers
  $ 475,589     $ 556,507     $ 1,465,225     $ 1,726,180  
Refrigerated containers
    141,718       244,704       437,989       746,852  
Tank containers
    39,159       38,424       117,699       116,918  
 
                       
Total
  $ 656,466     $ 839,635     $ 2,020,913     $ 2,589,950  
 
                       
    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.”
 
(5)   The Cronos Group
 
    At a special meeting held August 1, 2007, the shareholders of The Cronos Group (“CGH”), a Luxembourg holding company, approved the Asset Purchase Agreement with CRX Acquisition Ltd., a Bermuda exempted company (“CRX”) and FB Transportation Capital LLC, a Delaware limited liability company (“FB Transportation”) and the transactions contemplated thereunder, including CGH’s dissolution and liquidation. Under the terms of the Asset Purchase Agreement, and subject to the conditions stated therein, CGH agreed to sell all of its assets to CRX and CRX agreed to assume all of CGH’s liabilities. Closing of the sale of CGH’s assets and liabilities to CRX occurred later that same day. The container leasing business of CGH will be continued by CRX as a private company. Management of CGH, which includes members of the management of CCC, are continuing as management of CRX and acquired an equity interest in CRX. CCC is now an indirect subsidiary of CRX.

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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, 2006 Annual Report on Form 10-K and the financial statements and the notes thereto appearing elsewhere in this report.
Market Overview
     The demand for containerized trade remained favorable during the first nine months of 2007, despite continued declines in the GDP growth rate for most developed countries during the same period, and the recent credit and liquidity challenges experienced by the US and European financial markets. World containerized trade growth is forecasted to grow between 9% and 10% during 2007, indicating that globalization of the supply chain and trade liberalization have greatly stimulated the demand for containerized transport. Also contributing to the demand has been the inability of the shipping industry infrastructure to handle the increase in containerized trade, resulting in port and rail congestion, and ultimately longer turnaround times for ships and containers. As a result, the shipping lines have reduced their redeliveries of on-hire containers and have increasingly looked to container leasing in order to supplement their owned fleets of containers. In future periods, global economic growth and container trade are expected to have less of an impact on the Partnership’s operations than declining revenue from a smaller fleet as CCC continues its efforts to retire the Partnership’s remaining equipment.
     Utilization for the Partnership’s dry cargo container fleet averaged 93% and 90% for the three and nine-month periods ended September 30, 2007. In comparison, dry cargo container utilization rates averaged 91% and 89% for the three and nine-month periods ended September 30, 2006, respectively. The utilization rate for the Partnership’s refrigerated container fleet averaged 82% and 80% for the three and nine-month periods ended September 30, 2007, respectively. In comparison, refrigerated container utilization rates for the three and nine-month periods ended September 30, 2006 averaged 87% and 86%, respectively. Utilization of the Partnership’s tank container fleet averaged 98% and 96% for the three and nine-month periods ended September 30, 2007, respectively. In comparison, tank container utilization rates averaged 92% and 90% for the three and nine-month periods ended September 30, 2006, respectively.
     The average per-diem rate for the Partnership’s dry cargo containers decreased approximately 20% and 18% for the three and nine-month periods ending September 30, 2007, when compared to the same periods in the prior year. The average per-diem rate for the Partnership’s refrigerated cargo containers increased approximately 8% for the three-month period ending September 30, 2007 and remained consistent for the nine-month period ending September 30, 2007, when compared to the same periods in the prior year. The average per-diem rate for the Partnership’s tank cargo containers for both the three and nine-month periods ending September 30, 2007 increased approximately 2% when compared to the same periods in the prior year. The lease market for the Partnership’s older containers continues to be very competitive and, therefore, subject to significant pricing pressures. Unlike dry cargo containers, the refrigerated containers are built for specific market demands. As such, the markets for the leasing of refrigerated containers are narrower than the market for dry cargo containers and are subject to different trends and fluctuations than the dry cargo container market.
     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 three and nine month periods ending September 30, 2007, resulting indirectly from the current price level for new cargo containers, as well as the demand for older, existing containers. Changes in future inventory levels, as well as significant fluctuations in new container prices, could adversely affect sales proceeds realized on the sale of the Partnership’s remaining containers.
     The price of a new twenty-foot dry cargo container varied during 2006, ending the year at approximately $2,000, an increase from approximately $1,500 at the beginning of the year. By the end of the third quarter of 2007, new twenty-foot dry cargo container prices fluctuated to $1,850. The volatility in new container pricing is expected throughout the remainder of 2007. Although the Partnership no longer

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purchases new containers, the price and production levels of new containers indirectly contributed to the Partnership’s results of operations by influencing the available supply of containers and utilization, the level of lease per-diems for existing older containers, as well as container sale prices realized upon their eventual disposal.
The Partnership’s primary lessees, the shipping lines, experienced a substantial decline in profits during 2006, as additional cargo capacity created by the delivery of new containerships resulted in a corresponding decline in freight rates. A significant number of new containerships built under various shipbuilding programs were delivered during 2006, producing an additional slot capacity of 1.85 million TEU (twenty-foot equivalent unit), an increase of approximately 55% from 2005. During 2007, supply and demand fundamentals are reported to be in favor of the shipping lines, with average containership utilization within the dominant shipping routes reported at a favorable 90%. These factors have contributed an improvement in the financial condition and operating performance of the shipping lines. Despite the improvement, the shipping lines remain challenged by downward pressures on freight rates and the continued expansion of cargo capacity. Containership capacity is forecasted to increase by approximately 47% by December 31, 2009, renewing capacity concerns for the shipping industry. The financial performance of shipping lines may eventually influence the demand for leased containers, as some shipping lines may experience financial difficulties, consolidate, or become insolvent, while others prosper. 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.
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 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.
     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.

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     At September 30, 2007, approximately 76% of the original equipment remained in the Partnership’s fleet, compared to approximately 82% at December 31, 2006. The following table summarizes the composition of the Partnership’s fleet (based on container type) at September 30, 2007.
                                                 
    Dry Cargo   Refrigerated   Tank
    Containers   Containers   Containers
                    40-Foot           40-Foot    
    20-Foot   40-Foot   High-Cube   20-Foot   High-Cube   24,000-Liter
Containers on lease:
                                               
Master lease
    2,422       755       1,298       34       102       29  
Term lease
                                               
Short term1
    232       111       147       2       11       10  
Long term2
    447       127       56       3       33       12  
Sales-type lease
    5       6       4       5       2        
 
                                               
Subtotal
    3,106       999       1,505       44       148       51  
Containers off lease
    176       82       123       26       20        
 
                                               
Total container fleet
    3,282       1,081       1,628       70       168       51  
 
                                               
 
1.   Short term leases represent term leases that are either scheduled for renegotiation or that may expire on or before September 2008.
 
2.   Long term leases represent term leases, the majority of which will expire between October 2008 and December 2011.
                                                                                                 
    Dry Cargo   Refrigerated   Tank
    Containers   Containers   Containers
                                    40-Foot                   40-Foot    
    20-Foot   40-Foot   High-Cube   20-Foot   High-Cube   24,000-Liter
    Units   %   Units   %   Units   %   Units   %   Units   %   Units   %
Total purchases
    4,553       100 %     1,500       100 %     1,750       100 %     90       100 %     300       100 %     52       100 %
Less disposals
    1,271       28 %     419       28 %     122       7 %     20       22 %     132       44 %     1       2 %
 
                                                                                               
Remaining fleet at September 30, 2007
    3,282       72 %     1,081       72 %     1,628       93 %     70       78 %     168       56 %     51       98 %
 
                                                                                               
Three Months Ended September 30, 2007 Compared to the Three Months Ended September 30, 2006
     Net lease revenue was $445,352 for the three months ended September 30, 2007 compared to $617,544 for the same period in the prior year. This decline was primarily due to a $183,169 decrease in gross rental revenue (a component of net lease revenue). Gross rental revenue was impacted by the Partnership’s smaller fleet size and a 20% decline in the dry cargo container per-diem rental rates. The decline in net rental revenue was also attributable to an increase in rental equipment operating expenses (a component of net lease revenue) of $8,290. The increase in rental equipment operating expenses was primarily attributable to an increase in activity-related expenses, partially offset by a decrease in inventory-related expenses. The Partnership’s average fleet size and utilization rates for the three-month periods ended September 30, 2007 and 2006 were as follows:
                 
    Three Months Ended
    September 30,   September 30,
    2007   2006
Fleet size (measured in twenty-foot equivalent units (TEU))
               
Dry cargo containers
    8,822       9,474  
Refrigerated containers
    418       590  
Tank containers
    51       52  
 
               
Average utilization rates
               
Dry cargo containers
    93 %     91 %
Refrigerated containers
    82 %     87 %
Tank containers
    98 %     92 %

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     Other components of net lease revenue, including management fees and reimbursed administrative expenses, were lower by a combined $19,267 when compared to the same period in 2006 due to the declining fleet size and lower operating performance.
     Depreciation expense of $353,312 for the three months ended September 30, 2007 declined by $64,972 when compared to the corresponding period in 2006, a direct result of the Partnership’s declining fleet size.
     Other general and administrative expenses amounted to $24,739 for the three-month period ended September 30, 2007, a decrease of $856 or 3% when compared to the same period in 2006. The decrease was attributable to lower professional fees for third-party investor administration services and bank service charges, partially offset by an increase in expense for audit services.
     Net loss on disposal of equipment for the three months ended September 30, 2007 was $3,405, compared to a net loss of $112,636 for the corresponding period in 2006. The Partnership disposed of 170 containers, compared to 145 containers during the same three-month period in 2006. The net loss on container disposals in the three-month period ended September 30, 2007 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.
     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 September 30, 2007 and 2006.
Nine Months Ended September 30, 2007 Compared to the Nine Months Ended September 30, 2006
Net lease revenue was $1,331,530 for the nine months ended September 30, 2007 compared to $1,744,685 for the same period in the prior year. The decline was primarily due to a $569,037 decline in gross rental revenue (a component of net lease revenue). Gross lease revenue was impacted by the Partnership’s smaller fleet size and an 18% decline in the dry cargo per-diem rental rates. The decline in net rental revenue was also partially offset by a decrease in rental equipment operating expenses (a component of net lease revenue) of $83,714. The decrease in rental equipment operating expenses was primarily attributable to a decrease in both activity-related expenses and inventory-related expenses associated with current levels of utilization. The Partnership’s average fleet size and utilization rates for the nine-month periods ended September 30, 2007 and 2006 were as follows:
                 
    Nine Months Ended
    September 30,   September 30,
    2007   2006
Fleet size (measured in twenty-foot equivalent units (TEU))
               
Dry cargo containers
    9,034       9,644  
Refrigerated containers
    437       633  
Tank containers
    51       52  
 
               
Average utilization rates
               
Dry cargo containers
    90 %     89 %
Refrigerated containers
    80 %     86 %
Tank containers
    96 %     90 %
     Other components of net lease revenue, including management fees and reimbursed administrative expenses, were lower by a combined $72,168 when compared to the same period in 2006 due to the declining fleet size and lower operating performance.

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     Depreciation expense of $1,123,484 for the nine months ended September 30, 2007 declined by $172,467 when compared to the corresponding period in 2006, a direct result of the Partnership’s declining fleet size.
     Other general and administrative expenses amounted to $86,509 for the nine month period ended September 30, 2007, an increase of $5,364 or 7% when compared to the same period in 2006. This increase was attributable to higher professional fees for third-party investor administration and audit services, partially offset by a decrease in bank service charges.
     Net gain on disposal of equipment for the nine months ended September 30, 2007 was $30,227, as compared to a net loss of $247,079 for the corresponding period in 2006. The Partnership disposed of 515 containers, as compared to 466 containers during the same nine-month period in 2006. The net gain on container disposals in the nine-month period ended September 30, 2007 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.
     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 was no reduction to the carrying value of container rental equipment due to impairment during the nine-month period ended September 30, 2007 and 2006.
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 net lease revenue receipts to meet this objective, as well as to finance operating needs. No credit lines are maintained to finance working capital. Commencing in April 2006, the Partnership entered its liquidation phase, wherein CCC began to focus its attention on the retirement of the remaining equipment in the Partnership’s container 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.
     The Partnership has entered its 13th year and is currently in its liquidation phase of operations. At September 30, 2007, approximately 76% of the original equipment remained in the Partnership’s fleet. CCC takes 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. The Partnership is required to be in compliance with Section 404 on December 31, 2008. 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. 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.

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     At September 30, 2007, the Partnership had $781,057 in cash and cash equivalents, a decrease of $422,317 from cash balances at December 31, 2006. 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 September 30, 2007, 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 $1,276,086 during the nine months ended September 30, 2007, compared to $1,682,479 for the same nine-month period in 2006.
     Cash from Investing Activities: Net cash provided by investing activities was $771,116 during the nine months ended September 30, 2007, compared to $905,557 in the corresponding period of 2006. These amounts represent sales proceeds generated from the sale of container rental equipment.
     Cash from Financing Activities: Net cash used in financing activities was $2,469,519 during the nine months ended September 30, 2007, compared to $2,613,886 during the nine months ended September 30, 2006. 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 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 2006 Annual Report on Form 10-K.
Inflation
     The Partnership believes inflation has not had a material adverse effect on the results of its operations.
The Cronos Group
     For a discussion of the recent change in control of The Cronos Group, the indirect parent company of CCC, the general partner of the Partnership, see note 5 to the condensed financial statements of the Partnership, included in Item 1, herein.

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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 are 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. The Partnership believes it does not have significant exposure to other forms of market risk.
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 September 30, 2007, that has materially affected, or is reasonably likely to materially affect, the Partnership’s internal control over financial reporting.
Item 4T. Controls and Procedures
     Not applicable.

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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, 2006 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 28, 1995   *
 
       
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 28, 1995, included as part of Registration Statement on Form S-1 (No. 33-98290)
 
**   Incorporated by reference to Exhibit 3.2 to the Registration Statement on Form S-1 (No. 33-98290)
 
***   Incorporated by reference to Exhibit 10.2 to the Registration Statement on Form S-1 (No. 33-98290)
 
****   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 XVI, 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: November 13, 2007

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EXHIBIT INDEX
         
Exhibit        
No.   Description   Method of Filing
3(a)
  Limited Partnership Agreement, amended and restated as of December 28, 1995   *
 
       
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 28, 1995, included as part of Registration Statement on Form S-1 (No. 33-98290)
 
**   Incorporated by reference to Exhibit 3.2 to the Registration Statement on Form S-1 (No. 33-98290)
 
***   Incorporated by reference to Exhibit 10.2 to the Registration Statement on Form S-1 (No. 33-98290)
 
****   This certification, required by Section 906 of the Sarbanes-Oxley Act of 2002, other than as required by Section 906, is not 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.