-----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, Fqpf+apqOmrhmS9m+svSd1CuMKx5xDgt8xqJDtfaRjJOYcbcWZR64uOa2dL/nzMa Y5EoxFOlaIzr0IGEe0vOYg== 0000950149-02-000982.txt : 20020513 0000950149-02-000982.hdr.sgml : 20020513 ACCESSION NUMBER: 0000950149-02-000982 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20020331 FILED AS OF DATE: 20020513 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CRONOS GLOBAL INCOME FUND XVI LP CENTRAL INDEX KEY: 0001002519 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-EQUIPMENT RENTAL & LEASING, NEC [7359] IRS NUMBER: 943230380 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-27496 FILM NUMBER: 02642589 BUSINESS ADDRESS: STREET 1: 444 MARKET ST 15TH FLOOR STREET 2: C/O CRONOS CAPITAL CORP CITY: SAN FRANCISCO STATE: CA ZIP: 94111 BUSINESS PHONE: 4156778990 MAIL ADDRESS: STREET 1: 444 MARKET ST 15TH FLOOR STREET 2: C/O CRONOS CAPITAL CORP CITY: SAN FRANCISCO STATE: CA ZIP: 94111 10-Q 1 f81517he10-q.htm 10-Q (FUND XVI) e10-q
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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

     
[X]   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2002

OR

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

Commission file number 0-27496

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

     
California
(State or other jurisdiction of
incorporation or organization)
  94-3230380
(I.R.S. Employer
Identification No.)

One Front Street, 15th Floor, San Francisco, California 94111
(Address of principal executive offices)         (Zip Code)

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

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

 


PART I — FINANCIAL INFORMATION
Item 1. Financial Statements
Balance Sheets
Statements of Operations
Statements of Cash Flows
Notes to Unaudited Financial Statements
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Item 3. Quantitative and Qualitative Disclosures About Market Risk
PART II — OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
SIGNATURES
EXHIBIT INDEX


Table of Contents

CRONOS GLOBAL INCOME FUND XVI, L.P.

Report on Form 10-Q for the Quarterly Period
Ended March 31, 2002

TABLE OF CONTENTS

             
            PAGE
           
PART I — FINANCIAL INFORMATION
 
         
 
 Item 1. Financial Statements  
         
 
  Balance Sheets — March 31, 2002 and December 31, 2001 (unaudited)  
4
         
 
  Statements of Operations for the three months ended March 31, 2002 and 2001 (unaudited)  
5
         
 
  Statements of Cash Flows for the three months ended March 31, 2002 and 2001 (unaudited)  
6
         
 
  Notes to Financial Statements (unaudited)  
7
         
 
 Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations  
12
         
 
 Item 3. Quantitative and Qualitative Disclosures About Market Risk  
15
     
PART II — OTHER INFORMATION
 
         
 
Item 6. Exhibits and Reports on Form 8-K  
16

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PART I — FINANCIAL INFORMATION

Item 1. Financial Statements
     
  Presented herein are the Registrant’s balance sheets as of March 31, 2002 and December 31, 2001, statements of operations for the three months ended March 31, 2002 and 2001, and statements of cash flows for the three months ended March 31, 2002 and 2001.

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CRONOS GLOBAL INCOME FUND XVI, L.P.

Balance Sheets

(Unaudited)

                       
          March 31,   December 31,
          2002   2001
         
 
Assets
               
Current assets:
               
 
Cash and cash equivalents, includes $1,031,797 at March 31, 2002 and $1,280,929 at December 31, 2001 in interest-bearing accounts
  $ 1,048,094     $ 1,295,929  
 
Net lease receivables due from Leasing Company (notes 1 and 2)
    302,254       222,804  
 
   
     
 
     
Total current assets
    1,350,348       1,518,733  
 
   
     
 
Container rental equipment, at cost
    31,745,081       31,734,297  
 
Less accumulated depreciation
    9,683,350       9,205,547  
 
   
     
 
   
Net container rental equipment
    22,061,731       22,528,750  
 
   
     
 
Other assets
    831,211       842,007  
 
   
     
 
     
Total assets
  $ 24,243,290     $ 24,889,490  
 
   
     
 
Liabilities and partners’ capital
               
Current liabilities:
               
 
Interest payable
  $     $ 12,136  
 
Current portion of equipment debt
    700,500       840,600  
 
   
     
 
     
Total current liabilities
    700,500       852,736  
Equipment debt less current portion
    2,661,900       2,942,100  
 
   
     
 
     
Total liabilities
    3,362,400       3,794,836  
 
   
     
 
Partners’ capital (deficit):
               
 
General partner
    (26,820 )     (27,315 )
 
Limited partners
    20,907,710       21,121,969  
 
   
     
 
     
Total partners’ capital
    20,880,890       21,094,654  
 
   
     
 
     
Total liabilities and partners’ capital
  $ 24,243,290     $ 24,889,490  
 
   
     
 

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

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CRONOS GLOBAL INCOME FUND XVI, L.P.

Statements of Operations

(Unaudited)

                     
        Three Months Ended
       
        March 31,   March 31,
        2002   2001
       
 
Net lease revenue (notes 1 and 3)
  $ 654,915     $ 791,993  
Other operating income (expenses):
               
 
Depreciation
    (494,216 )     (470,289 )
 
Other general and administrative expenses
    (17,816 )     (30,642 )
 
Net gain on disposal of equipment
    2,658       625  
 
   
     
 
 
    (509,374 )     (500,306 )
 
   
     
 
   
Income from operations
    145,541       291,687  
Other income (expense):
               
 
Interest income
    5,830       17,475  
 
Interest expense
    (35,380 )     (89,245 )
 
   
     
 
 
    (29,550 )     (71,770 )
 
   
     
 
   
Net income
  $ 115,991     $ 219,917  
 
   
     
 
Allocation of net income:
               
 
General partner
  $ 16,982     $ 29,760  
 
Limited partners
    99,009       190,157  
 
   
     
 
 
  $ 115,991     $ 219,917  
 
   
     
 
Limited partners’ per unit share of net income
  $ 0.06     $ 0.12  
 
   
     
 

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

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CRONOS GLOBAL INCOME FUND XVI, L.P.

Statements of Cash Flows

(Unaudited)

                     
        Three Months Ended
       
        March 31,   March 31,
        2002   2001
       
 
Net cash provided by operating activities
  $ 486,210     $ 656,154  
Cash flows provided by investing activities:
               
   
Proceeds from disposal of equipment
    16,010       21,741  
Cash flows used in financing activities:
               
   
Repayment of term debt
    (420,300 )     (210,150 )
   
Distribution to partners
    (329,755 )     (673,545 )
 
   
     
 
Net cash used in financing activities
    (750,055 )     (883,695 )
 
   
     
 
Net decrease in cash and cash equivalents
    (247,835 )     (205,800 )
Cash and cash equivalents at January 1
    1,295,929       1,379,619  
 
   
     
 
Cash and cash equivalents at March 31
  $ 1,048,094     $ 1,173,819  
 
   
     
 
Supplementary disclosures of cash flow information:
               
 
Cash paid during the period for interest
  $ 69,732     $ 98,245  
 
   
     
 

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

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CRONOS GLOBAL INCOME FUND XVI, L.P.

Notes to Unaudited 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. To this extent, the Partnership’s operations are subject to the fluctuations of world economic and political conditions. Such factors may affect the pattern and levels of world trade. The Partnership believes that the profitability of, and risks associated with, leases to foreign customers is generally the same as those of leases to domestic customers. The Partnership’s leases generally require all payments to be made in United States currency.
 
             Cronos Capital Corp. (“CCC”) is the general partner and, with its affiliate Cronos Containers Limited (the “Leasing Company”), manages the business of the Partnership. CCC and the Leasing Company also manage the container leasing business for other partnerships affiliated with CCC. The Partnership shall continue until December 31, 2015, unless sooner terminated upon the occurrence of certain events.
 
             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, the general partner, and all affiliates of the general partner). 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.
 
        (b)    Leasing Company and Leasing Agent Agreement
 
             A Leasing Agent Agreement exists between the Partnership and the Leasing Company, whereby the Leasing Company has the responsibility to manage the leasing operations of all equipment owned by the Partnership. Pursuant to the Agreement, the Leasing Company is responsible for leasing, managing and re-leasing the Partnership’s containers to ocean carriers and has full discretion over which ocean carriers, and suppliers of goods and services it may deal with. The Leasing Agent Agreement permits the Leasing Company to use the containers owned by the Partnership, together with other containers owned or managed by the Leasing Company and its affiliates, as part of a single fleet operated without regard to ownership. Since the Leasing Agent Agreement meets the definition of an operating lease in Statement of Financial Accounting Standards (SFAS) No. 13, it is accounted for as a lease under which the Partnership is lessor and the Leasing Company is lessee.
 
             The Leasing Agent Agreement generally provides that the Leasing Company will make payments to the Partnership based upon rentals collected from ocean carriers after deducting direct operating expenses and management fees to CCC and the Leasing Company. The Leasing Company leases containers to ocean carriers, generally under operating leases which are either master leases or term leases (mostly one to five years). Master leases do not specify the exact number of containers to be leased or the term that each container will remain on hire but allow the ocean carrier to pick up and drop off containers at various locations, and rentals are based upon the number of containers used and the applicable per-diem rate. Accordingly, rentals under master leases are all variable and contingent upon the number of containers used. Most containers are leased to ocean carriers under master leases; leasing agreements with fixed payment terms are not material to the financial statements. Since there are no material minimum lease rentals, no disclosure of minimum lease rentals is provided in these financial statements.

(Continued)

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CRONOS GLOBAL INCOME FUND XVI, L.P.

Notes to Unaudited Financial Statements

        (c)    Basis of Accounting
 
             The Partnership utilizes the accrual method of accounting. Net lease revenue is recorded by the Partnership in each period based upon its leasing agent agreement with the Leasing Company. Net lease revenue is generally dependent upon operating lease rentals from operating lease agreements between the Leasing Company and its various lessees, less direct operating expenses and management fees due in respect of the containers specified in each operating lease agreement.
 
        (d)    Container Rental Equipment
 
             SFAS No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets,” was adopted by the Partnership effective January 1, 2002, without a significant impact on its financial statements. 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. Depreciation policies are also evaluated to determine whether subsequent events and circumstances warrant revised estimates of useful lives. Because the Partnership evaluates future cash flows and potential impairment by container type rather than for each individual container, 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, 2002 and 2001.
 
             Container rental equipment is depreciated using the straight-line basis. Effective June 1, 2001, the estimated depreciable life was changed from a twelve-year life to a fifteen-year life and the estimated salvage value was changed from 30% to 10% of the original equipment cost. The effect of these changes is an increase to depreciation expense of approximately $20,700 from January 1 to March 31, 2002.
 
        (e)    Financial Statement Presentation
 
             These financial statements have been prepared without audit. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting procedures have been omitted. It is suggested that these financial statements be read in conjunction with the financial statements and accompanying notes in the Partnership’s latest annual report on Form 10-K.
 
             The financial statements are prepared in conformity with accounting principles generally accepted in the United States of America (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 interim financial statements presented herewith reflect all adjustments of a normal recurring nature which are, in the opinion of management, necessary to a fair statement of the financial condition and results of operations for the interim periods presented. The results of operations for such interim periods are not necessarily indicative of the results to be expected for the full year.

(Continued)

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CRONOS GLOBAL INCOME FUND XVI, L.P.

Notes to Unaudited Financial Statements

(2)    Net Lease Receivables Due from Leasing Company
 
     Net lease receivables due from the Leasing Company are determined by deducting direct operating payables and accrued expenses, base management fees payable, and reimbursed administrative expenses payable to CCC and its affiliates from the rental billings earned by the Leasing Company under operating leases to ocean carriers for the containers owned by the Partnership, as well as proceeds earned from container disposals. Net lease receivables at March 31, 2002 and December 31, 2001 were as follows:

                 
    March 31,   December 31,
    2002   2001
   
 
Gross lease receivables
  $ 918,683     $ 793,868  
Less:
               
Direct operating payables and accrued expenses
    385,626       365,435  
Damage protection reserve
    42,382       47,883  
Base management fees payable
    135,354       102,576  
Reimbursed administrative expenses
    13,845       16,328  
Allowance for doubtful accounts
    39,222       38,842  
 
   
     
 
Net lease receivables
  $ 302,254     $ 222,804  
 
   
     
 

(3)    Net Lease Revenue
 
     Net lease revenue is determined by deducting direct operating expenses, base management fees and reimbursed administrative expenses to CCC and its affiliates from the rental revenue earned by the Leasing Company under operating leases to ocean carriers for the containers owned by the Partnership. Net lease revenue for the three-month periods ended March 31, 2002 and 2001 was as follows:

                 
    Three Months Ended
   
    March 31,   March 31,
    2002   2001
   
 
Rental revenue (note 4)
  $ 1,003,464     $ 1,105,738  
Less:
               
Rental equipment operating expenses
    232,926       186,310  
Base management fees
    68,972       76,669  
Reimbursed administrative expenses
    46,651       50,766  
 
   
     
 
Net lease revenue
  $ 654,915     $ 791,993  
 
   
     
 

(Continued)

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CRONOS GLOBAL INCOME FUND XVI, L.P.

Notes to Unaudited 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 its revenues from leasing marine cargo containers. As of March 31, 2002, the Partnership operated 4,466 twenty-foot, 1,485 forty-foot and 1,742 forty-foot high-cube marine dry cargo containers, 89 twenty-foot and 299 forty-foot refrigerated cargo containers, and 52 twenty-four thousand-liter tanks. A summary of gross lease revenue, by product, for the three-month period ended March 31, 2002 and 2001 follows:

                 
    Three Months Ended
   
    March 31,   March 31,
    2002   2001
   
 
Dry cargo containers
  $ 654,949     $ 725,607  
Refrigerated containers
    311,694       345,451  
Tank containers
    36,821       34,680  
 
   
     
 
Total
  $ 1,003,464     $ 1,105,738  
 
   
     
 

     Due to the Partnership’s lack of information regarding the physical location of its fleet of containers when on lease in the global shipping trade, it is impracticable to provide the geographic area information.
 
(5)    Equipment Debt
 
     As of March 31, 2002, the Partnership’s existing term loan debt was $3,362,400, plus prepaid interest of $22,216. On March 30, 2000, the Partnership borrowed $5,043,600 under a term loan for the purpose of acquiring additional equipment. The loan will be repaid in 16 remaining equal quarterly installments plus interest, through May 31, 2006. Interest accrues at the rate of 1.75% above the LIBOR rate which is calculated on the first day of each quarterly interest period. Over the life of the loan, the interest rates have ranged from 3.65% to 8.58%. The loan is secured by containers owned by the Partnership, as well as any income generated in connection with the containers including lease revenue and sales proceeds. A restricted deposit of $750,000 is held in an account with the lender as additional collateral.
 
     As of March 31, 2002, the estimated fair value of the term loan debt was $3,313,859. The fair value of the term loan has been calculated using the market rates prevailing at February 28, 2002.

(Continued)

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CRONOS GLOBAL INCOME FUND XVI, L.P.

Notes to Unaudited Financial Statements

(6)    New Accounting Pronouncements
 
     In August 2001, the Financial Accounting Standards Board issued SFAS No. 143, “Accounting for Asset Retirement Obligations,” which is effective for all fiscal years beginning after June 15, 2002. This standard requires a company to record the fair value of a liability for an asset retirement obligation in the period in which it is incurred, and a corresponding increase in the carrying value of the related long-lived asset. The Registrant is currently evaluating the impact that SFAS No. 143 will have on its financial statements.

* * * * * *

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

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

General

A Leasing Agent Agreement (“Agreement”) exists between the Registrant and the Leasing Company, whereby the Leasing Company has the responsibility to manage the leasing operations of all equipment owned by the Registrant. Pursuant to the Agreement, the Leasing Company is responsible for leasing, managing and re-leasing the Registrant’s containers to ocean carriers and has full discretion over which ocean carriers, and suppliers of goods and services it may deal with. The Leasing Agent Agreement permits the Leasing Company to use the containers owned by the Registrant, together with other containers owned or managed by the Leasing Company and its affiliates, as part of a single fleet operated without regard to ownership. At March 31, 2002, 99% of the original equipment remained in the Registrant’s fleet, unchanged from December 31, 2001. The following chart summarizes the composition of the Registrant’s fleet (based on container type) at March 31, 2002.

                                                 
    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
    2,098       505       621       27       81       13  
Term lease (1-5 years)
    1,226       607       829       48       214       24  
 
   
     
     
     
     
     
 
Subtotal
    3,324       1,112       1,450       75       295       37  
Containers off lease
    1,142       373       292       14       4       15  
 
   
     
     
     
     
     
 
Total container fleet
    4,466       1,485       1,742       89       299       52  
 
   
     
     
     
     
     
 
                                                                                                   
      Dry Cargo   Refrigerated   Tank
      Containers   Containers   Containers
     
 
 
                                      40-Foot                                                
      20-Foot   40-Foot   High-Cube   20-Foot   40-Foot   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
    87       2 %     15       1 %     8       1 %     1       1 %     1       1 %           %
 
   
     
     
     
     
     
     
     
     
     
     
     
 
Remaining fleet at March 31, 2002
    4,466       98 %     1,485       99 %     1,742       99 %     89       99 %     299       99 %     52       100 %
 
   
     
     
     
     
     
     
     
     
     
     
     
 

During 2001, demand for dry cargo containers was adversely affected by the slowdown in the global economy resulting in an excess supply of containers in many locations. As a result of increasing worldwide container inventories during 2001, cautious forecasts for global economic recovery and a reduction in the level of capital available for new production, the demand for new container production declined. Accordingly, prices for new containers reached historic lows, creating further downward pressure on lease per-diem rates and container residual values.

At the end of 2001, the Registrant, CCC and the Leasing Company viewed this slowdown in new container production as having positive short and long-term effects for the container leasing industry. During the first quarter of 2002, the reduction in the level of funding for new container production, as well as a general improvement in the world’s economic climate, contributed to a decline in the level of off-hire container inventories for both leasing companies and shipping lines. During this period, the Registrant experienced an increase in demand for its dry cargo containers. The average monthly utilization of the Registrant’s dry cargo fleet increased from 74% in December 2001 to 77% in March 2002. At April 30, 2002, utilization of the Registrant’s dry cargo fleet had increased to approximately 80%. However, lease per-diem rates, which are influenced by new container prices and borrowing rates, remain depressed. An improvement in lease per-diem rates is not expected until new container prices increase to much higher levels. The Registrant, CCC and the Leasing Company expect the demand for cargo containers to continue to strengthen into the second quarter of 2002. The Leasing Company, on behalf of the Registrant, will seek to exploit the improving demand by repositioning off-hire equipment to locations of greatest demand and by pursuing leasing opportunities through the Leasing Company’s global marketing network. Continued improvement throughout the latter part of 2002 will be dependent on the recovery and sustained growth of the global economy.

(Continued)

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Despite recent improvements in container leasing market conditions, the effect of the slowdown in global economic conditions on the container leasing industry’s customers, the shipping lines, coupled with their acquisition of new, larger container ships, have created a condition of excess shipping capacity. The uncertainty over the financial strength of the shipping industry appears to favor the larger more established shipping lines. The Registrant, CCC and the Leasing Company continue to remain cautious, with the expectation that some shipping lines, especially those involved with trans-Pacific trade, may experience financial difficulty, insolvency, or consolidation and ultimately influence the demand for leased containers. Although the ultimate outcome, as well as its impact on the container leasing industry and the Registrant’s results of operations is unknown, CCC, on behalf of the Registrant, will work closely with the Leasing Company to monitor outstanding receivables, collections, and credit exposure to various existing and new customers.

The Registrant’s average fleet size and utilization rates for the three-month periods ended March 31, 2002 and March 31, 2001 were as follows:

                   
      Three Months Ended
     
      March 31,   March 31,
      2002   2001
     
 
Average fleet size (measured in twenty-foot equivalent units (TEU))
               
 
Dry cargo containers
    10,923       10,966  
 
Refrigerated containers
    686       687  
 
Tank containers
    52       52  
Average utilization rates
               
 
Dry cargo containers
    74 %     76 %
 
Refrigerated containers
    95 %     97 %
 
Tank containers
    75 %     66 %

Dry cargo container average per-diem rental rates for the three month period ended March 31, 2002 declined approximately 15% when compared to the same period in the prior year. Refrigerated container average per-diem rental rates for the three month period ended March 31, 2002 declined approximately 8%, when compared to the same period in the prior year. Tank container average per-diem rental rates for the three month period ended March 31, 2002 declined approximately 10%, when compared to the same period of the prior year.

The primary component of the Registrant’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 rental revenues billed by the Leasing Company from the leasing of the Registrant’s containers. Net lease revenue is directly related to the size, utilization and per-diem rental rates of the Registrant’s fleet.

Three Months Ended March 31, 2002 Compared to the Three Months Ended March 31, 2001

Income from operations for the three months ended March 31, 2002 was $145,541, as compared to $291,687 during the corresponding period of 2001. The decrease was primarily due to the cumulative effect of the impact of current market constraints on utilization and per-diem rental rates.

Net lease revenue of $654,915 for the three months ended March 31, 2002 was $137,078 lower than in the corresponding period of 2001. The decrease was due to a $102,274 decline in gross rental revenue (a component of net lease revenue) from the same period in 2001. Gross rental revenue was impacted by the Registrant’s lower per-diem rental rates and a decrease in the fleet’s aggregate utilization rate. Other components of net lease revenue, including management fees and reimbursed administrative expenses, were lower by a combined $11,812 when compared to the corresponding period in 2001, and partially offset the decline in gross lease revenue. Rental equipment operating expenses increased by $46,616 when compared to the corresponding period in 2001. The increase in rental equipment operating expense was attributable to the Registrant’s lower dry cargo container utilization rate for the three months ended 2002, and its impact on activity based expenses such as storage, handling and repair and maintenance.

(Continued)

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Depreciation expense of $494,216 for the three months ended March 31, 2002 was $23,927 higher than the same period in 2001. Effective June 1, 2001, the Registrant changed the estimated life of its rental container equipment from an estimated 12 year life to a 15 year life and its estimated salvage value from 30% to 10% of original equipment cost. The effect of these changes was an increase in depreciation expense of approximately $20,700 for the three-month period ended March 31, 2002.

Other general and administrative expenses decreased to $17,816 in the first quarter of 2002, from $30,642 in the corresponding period of 2001, representing a decrease of $12,826 from the same period in 2001. Contributing to this decline were legal costs and net exchange rate losses.

Net gain on disposal of equipment was a result of the Registrant disposing of four containers during the three-month period ended March 31, 2002. Similarly, five containers were disposed of during the same period in 2001. These disposals resulted in a net gain of $2,658 and $625 for the three-month periods ended March 31, 2002 and 2001, respectively. The Registrant believes that the net gain on container disposals in the three-month period ended March 31, 2002 was a result of various factors including the age, condition, suitability for continued leasing, as well as the geographical location of the containers when disposed. These factors will continue to influence the decision to repair or dispose of a container when it is returned by a lessee, as well as the amount of sales proceeds received and the related gain or loss on container disposals. The level of the Registrant’s container disposals in subsequent periods 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 during the three-month periods ended March 31, 2002 and 2001.

Liquidity and Capital Resources

Cash from Operating Activities: Net cash provided by operating activities was $486,210 and $656,154 during the first three months of 2002 and 2001, respectively, primarily generated from the billing and collections of net lease revenue.

Cash from Investing Activities: Net cash provided by investing activities during the three-month periods ended March 31, 2002 and 2001 included sales proceeds generated from the sale of rental equipment of $16,010 and $21,741, respectively.

Cash from Financing Activities: Net cash used in financing activities was $750,055 during the first three months of 2002. This amount was comprised of distributions to the Registrant’s general and limited partners totaling $329,755, and the repayment of the Registrant’s term debt in the amount of $420,300. In comparison, financing activities provided cash of $883,695 during the first three months of 2001. This amount was comprised of distributions to the Registrant’s general and limited partners totaling $673,545 and the repayment of term debt totaling $210,150. The loan, due to expire in the year 2006, is scheduled to be repaid in 16 remaining quarterly installments from the Registrant’s cash generated from operations. Additionally, as a condition to the loan’s initial closing, the Registrant was required to place a restricted deposit of $750,000 in an account with the lender. Interest on this deposit is remitted to the Registrant on a quarterly basis. This deposit is reflected as part of the Registrant’s Other Assets.

Capital Resources

Aside from the initial working capital reserve retained from the gross subscription proceeds (equal to approximately 1% of such proceeds), the Registrant relied primarily on container rental receipts to service its term debt, make distributions to its general and limited partners, and finance current operating needs. No credit lines are maintained to finance working capital.

New Accounting Pronouncements

In August 2001, the Financial Accounting Standards Board issued SFAS No. 143, “Accounting for Asset Retirement Obligations,” which is effective for all fiscal years beginning after June 15, 2002. This standard requires a company to record the fair value of a liability for an asset retirement obligation in the period in which it is incurred, and a corresponding increase in the carrying value of the related long-lived asset. The Registrant is currently evaluating the impact that SFAS No. 143 will have on its financial statements.

Inflation

The Registrant believes inflation has not had a material adverse effect on the results of its operations.

(Continued)

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Item 3. Quantitative and Qualitative Disclosures About Market Risk

Exchange rate risk: Substantially all of the Registrant’s revenues are billed and paid in US dollars and a significant portion of costs are billed and paid in US dollars. Of the remaining costs, the majority are individually small, unpredictable and incurred in various denominations and thus are not suitable for cost effective hedging.

The Leasing Company may hedge a portion of the expenses that are predictable and are principally in UK pounds sterling. As exchange rates are outside of the control of the Registrant and Leasing Company, there can be no assurance that such fluctuations will not adversely affect its results of operations and financial condition.

Interest rate risk: Outstanding borrowings are subject to interest rate risk. At March 31, 2002, 100% of total borrowings had floating interest rates. The Registrant conducted an analysis of variable interest rate borrowing to determine its sensitivity to interest rate changes. In this analysis, the same change was applied to the current balance outstanding, leaving all other factors constant. It was found that if a 10% increase were applied to market rates, the expected effect would not significantly reduce annual cash flows of the Registrant.

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PART II — OTHER INFORMATION

Item 6. Exhibits and Reports on Form 8-K

(a)    Exhibits

         
Exhibit        
No   Description   Method of Filing

 
 
3(a)   Limited Partnership Agreement of the Registrant, amended and restated as of December 28, 1995   *
 
3(b)   Certificate of Limited Partnership of the Registrant   **
 
10   Form of Leasing Agent Agreement with Cronos Containers Limited   ***

(b)    Reports on Form 8-K
 
     No reports on Form 8-K were filed by the Registrant during the quarter ended March 31, 2002.

 

 


*   Incorporated by reference to Exhibit “A” to the Prospectus of the Registrant 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)

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SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned thereunto duly authorized.

  CRONOS GLOBAL INCOME FUND 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: May 10, 2002

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EXHIBIT INDEX

         
Exhibit        
No   Description   Method of Filing

 
 
3(a)   Limited Partnership Agreement of the Registrant, amended and restated as of December 28, 1995   *
 
3(b)   Certificate of Limited Partnership of the Registrant Form of Leasing Agent Agreement with Cronos   **
 
10   Containers Limited   ***

 

 


*   Incorporated by reference to Exhibit “A” to the Prospectus of the Registrant 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)

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