-----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, HQ/kvjw7wYeahCdkmdCH2peO7AcUGVmg2NClDWftCLCsQZtPzUq/4aPJWtKN1FZn Y3wKcqjc37fK+L66LGEo4Q== 0000950149-99-001480.txt : 19990816 0000950149-99-001480.hdr.sgml : 19990816 ACCESSION NUMBER: 0000950149-99-001480 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19990630 FILED AS OF DATE: 19990813 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: SEC FILE NUMBER: 000-27496 FILM NUMBER: 99688349 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 QUARTERLY REPORT FOR THE PERIOD ENDED 06-30-99 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 1999 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 94-3230380 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 444 Market Street, 15th Floor, San Francisco, California 94111 (Address of principal executive offices) (Zip Code) (415) 677-8990 (Registrant's telephone number, including area code) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ]. 1 2 CRONOS GLOBAL INCOME FUND XVI, L.P. REPORT ON FORM 10-Q FOR THE QUARTERLY PERIOD ENDED JUNE 30, 1999 TABLE OF CONTENTS
PAGE ---- PART I - FINANCIAL INFORMATION Item 1. Financial Statements Balance Sheets - June 30, 1999 (unaudited) and December 31, 1998 4 Statements of Operations for the three and six months ended June 30, 1999 and 1998 (unaudited) 5 Statements of Cash Flows for the six months ended June 30, 1999 and 1998 (unaudited) 6 Notes to Financial Statements (unaudited) 7 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 11 Item 3. Quantitative and Qualitative Disclosures About Market Risk 13 PART II- OTHER INFORMATION Item 1. Legal Proceedings 14 Item 3. Defaults Upon Senior Securities 14 Item 5. Other Information 14 Item 6. Exhibits and Reports on Form 8-K 15
2 3 PART I - FINANCIAL INFORMATION Item 1. Financial Statements Presented herein are the Registrant's balance sheets as of June 30, 1999 and December 31, 1998, statements of operations for the three and six months ended June 30, 1999 and 1998, and statements of cash flows for the six months ended June 30, 1999 and 1998. 3 4 CRONOS GLOBAL INCOME FUND XVI, L.P. BALANCE SHEETS (UNAUDITED)
June 30, December 31, 1999 1998 ------------ ------------ Assets Current assets: Cash and cash equivalents, includes $2,079,103 at June 30, 1999 and $1,843,712 at December 31, 1998 in interest-bearing accounts $ 2,079,203 $ 1,843,812 Net lease receivables due from Leasing Company (notes 1 and 2) 416,767 532,067 ------------ ------------ Total current assets 2,495,970 2,375,879 ------------ ------------ Container rental equipment, at cost 26,666,487 26,700,728 Less accumulated depreciation 4,772,618 3,998,314 ------------ ------------ Net container rental equipment 21,893,869 22,702,414 ------------ ------------ Organizational costs, net 105,655 130,635 ------------ ------------ $ 24,495,494 $ 25,208,928 ============ ============ Partners' Capital Partners' capital (deficit): General partner $ (8,570) $ (5,349) Limited partners 24,504,064 25,214,277 ------------ ------------ Total partners' capital 24,495,494 25,208,928 ------------ ------------ $ 24,495,494 $ 25,208,928 ============ ============
The accompanying notes are an integral part of these financial statements. 4 5 CRONOS GLOBAL INCOME FUND XVI, L.P. STATEMENTS OF OPERATIONS (UNAUDITED)
Three Months Ended Six Months Ended ------------------------- ------------------------ June 30, June 30, June 30, June 30, 1999 1998 1999 1998 ---------- ---------- ---------- ---------- Net lease revenue (notes 1 and 3) $ 655,589 $ 767,808 $1,334,502 $1,481,109 Other operating expenses: Depreciation 402,688 403,360 805,204 806,463 Other general and administrative expenses 11,113 16,831 24,823 30,897 ---------- ---------- ---------- ---------- 413,801 420,191 830,027 837,360 ---------- ---------- ---------- ---------- Earnings from operations 241,788 347,617 504,475 643,749 Other income: Interest income 21,898 19,891 41,030 36,302 Net gain (loss) on disposal of equipment (1,938) -- 3,953 8,237 ---------- ---------- ---------- ---------- 19,960 19,891 44,983 44,539 ---------- ---------- ---------- ---------- Net earnings $ 261,748 $ 367,508 $ 549,458 $ 688,288 ========== ========== ========== ========== Allocation of net earnings: General partner $ 25,956 $ 29,323 $ 59,923 $ 65,552 Limited partners 235,792 338,185 489,535 622,736 ---------- ---------- ---------- ---------- $ 261,748 $ 367,508 $ 549,458 $ 688,288 ========== ========== ========== ========== Limited partners' per unit share of net earnings $ 0.15 $ 0.20 $ 0.31 $ 0.39 ========== ========== ========== ==========
The accompanying notes are an integral part of these financial statements. 5 6 CRONOS GLOBAL INCOME FUND XVI, L.P. STATEMENTS OF CASH FLOWS (UNAUDITED)
Six Months Ended --------------------------- June 30, June 30, 1999 1998 ----------- ----------- Net cash provided by operating activities $ 1,471,077 $ 1,553,236 Cash flows provided by investing activities: Proceeds from disposal of equipment 27,206 69,416 Cash flows used in financing activities: Distribution to partners (1,262,892) (1,262,892) ----------- ----------- Net increase in cash and cash equivalents 235,391 359,760 Cash and cash equivalents at January 1 1,843,812 1,232,159 ----------- ----------- Cash and cash equivalents at June 30 $ 2,079,203 $ 1,591,919 =========== ===========
The accompanying notes are an integral part of these financial statements. 6 7 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. Cronos Capital Corp. ("CCC") is the general partner and, with its affiliate Cronos Containers Limited (the "Leasing Company"), manages the business of the Partnership. 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. As of June 30, 1999, the Partnership owned and operated 3,825 twenty-foot, 1,045 forty-foot and 456 forty-foot high-cube marine dry cargo containers, as well as 90 twenty-foot and 299 forty-foot refrigerated cargo containers, and 52 twenty-four thousand-liter tanks. (b) Leasing Company and Leasing Agent Agreement The Partnership has entered into a Leasing Agent Agreement whereby the Leasing Company has the responsibility to manage the leasing operations of all equipment owned by the Partnership. Pursuant to the Agreement, the Leasing Company is responsible for leasing, managing and re-leasing the Partnership's containers to ocean carriers and has full discretion over which ocean carriers and suppliers of goods and services it may deal with. The Leasing Agent Agreement permits the Leasing Company to use the containers owned by the Partnership, together with other containers owned or managed by the Leasing Company and its affiliates, as part of a single fleet operated without regard to ownership. Since the Leasing Agent Agreement meets the definition of an operating lease in Statement of Financial Accounting Standards (SFAS) No. 13, it is accounted for as a lease under which the Partnership is lessor and the Leasing Company is lessee. The Leasing Agent Agreement generally provides that the Leasing Company will make payments to the Partnership based upon rentals collected from ocean carriers after deducting direct operating expenses and management fees to CCC and the Leasing Company. The Leasing Company leases containers to ocean carriers, generally under operating leases which are either master leases or term leases (mostly two to five years). Master leases do not specify the exact number of containers to be leased or the term that each container will remain on hire but allow the ocean carrier to pick up and drop off containers at various locations; rentals are based upon the number of containers used and the applicable per-diem rate. Accordingly, rentals under master leases are all variable and contingent upon the number of containers used. Most containers are leased to ocean carriers under master leases; leasing agreements with fixed payment terms are not material to the financial statements. Since there are no material minimum lease rentals, no disclosure of minimum lease rentals is provided in these financial statements. (Continued) 7 8 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) 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 preparation of financial statements in conformity with generally accepted accounting principles (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. (2) Net Lease Receivables Due from Leasing Company Net lease receivables due from the Leasing Company are determined by deducting direct operating payables and accrued expenses, base management fees payable, and reimbursed administrative expenses payable to CCC and its affiliates from the rental billings payable by the Leasing Company to the Partnership under operating leases to ocean carriers for the containers owned by the Partnership. Net lease receivables at June 30, 1999 and December 31, 1998 were as follows:
June 30, December 31, 1999 1998 -------- -------- Lease receivables, net of doubtful accounts of $62,142 at June 30, 1999 and $63,388 at December 31, 1998 $807,611 $925,432 Less: Direct operating payables and accrued expenses 286,272 271,115 Damage protection reserve 32,966 37,905 Base management fees 55,033 66,324 Reimbursed administrative expenses 16,573 18,021 -------- -------- $416,767 $532,067 ======== ======== (Continued)
8 9 CRONOS GLOBAL INCOME FUND XVI, L.P. NOTES TO UNAUDITED FINANCIAL STATEMENTS (3) Net Lease Revenue Net lease revenue is determined by deducting direct operating expenses, base management fees and reimbursed administrative expenses to CCC and its affiliates from the rental revenue billed by the Leasing Company under operating leases to ocean carriers for the containers owned by the Partnership. Net lease revenue for the three and six-month periods ended June 30, 1999 and 1998 was as follows:
Three Months Ended Six Months Ended --------------------------- ------------------------------ June 30, June 30, June 30, June 30, 1999 1998 1999 1998 -------- -------- ---------- ---------- Rental revenue (note 4) $931,210 $1,056,286 $1,895,152 $2,137,161 Less: Rental equipment operating expenses 163,582 166,829 335,239 392,408 Base management fees 64,630 72,240 131,316 146,414 Reimbursed administrative expenses 47,409 49,409 94,095 117,230 -------- -------- ---------- ---------- $655,589 $767,808 $1,334,502 $1,481,109 ======== ======== ========== ==========
(4) Operating Segment The Financial Accounting Standards Board has issued SFAS No. 131, "Disclosures about Segments of an Enterprise and Related Information," which changes the way public business enterprises report financial and descriptive information about reportable operating segments. 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, after considering the requirements of SFAS No. 131, that as such it has a single reportable operating segment. The Partnership derives its revenues from owning and leasing marine cargo containers. As of June 30, 1999, the Partnership operated 3,825 twenty-foot, 1,045 forty-foot and 456 forty-foot high-cube marine dry cargo containers, as well as 90 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 and six-month periods ended June 30, 1999 and 1998 was as follows:
Three Months Ended Six Months Ended --------------------------- ------------------------------ June 30, June 30, June 30, June 30, 1999 1998 1999 1998 -------- ---------- ---------- ---------- Dry cargo containers $513,138 $ 621,866 $1,051,120 $1,259,152 Refrigerated containers 376,371 377,389 755,219 753,788 Tank containers 41,701 57,031 88,813 124,221 -------- ---------- ---------- ---------- Total $931,210 $1,056,286 $1,895,152 $2,137,161 ======== ========== ========== ========== (Continued)
9 10 CRONOS GLOBAL INCOME FUND XV, L.P. NOTES TO UNAUDITED FINANCIAL STATEMENTS (4) Operating Segment - (continued) 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 required by SFAS No. 131. Any attempt to separate "foreign" operations from "domestic" operations would be dependent on definitions and assumptions that are so subjective as to render the information meaningless and potentially misleading. 10 11 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations It is suggested that the following discussion be read in conjunction with the Registrant's most recent annual report on Form 10-K. 1) Material changes in financial condition between June 30, 1999 and December 31, 1998. At June 30, 1999, the Registrant had $2,079,103 in cash and cash equivalents, an increase of $235,391 from the December 31, 1998 cash balances. At June 30, 1999, the Registrant had approximately $127,000 in cash generated from equipment sales reserved as part of its cash balances. Throughout the remainder of 1999, the Registrant expects to use cash generated from equipment sales to purchase and replace containers which have been lost or damaged beyond repair. The Registrant's cash distribution from operations for the second quarter of 1999 was 8.0% (annualized) of the limited partners' original capital contribution, an increase from the first quarter 1999 distribution of 7.5% (annualized). These distributions are directly related to the Registrant's results from operations and may fluctuate accordingly. The sentiment with respect to the container industry's slump over the past two years has turned more favorable in recent months as evidence suggests a turnaround is underway with respect to Asia's economic crisis. In recent months, economic reforms in Asia, as well as in Latin America, have begun to produce gradual improvement in terms of world trade, and there are preliminary indications that containerized trade volumes from North America and Europe to Asia, in particular, may be stabilizing. In addition, intra-Asian trade, which also has stagnated since the Asia financial crisis began nearly two years ago, has shown increased activity in recent months. These favorable signs, however, have yet to produce any significant positive impact on the Registrant's operating performance. In spite of the reduced redelivery of on-hire equipment by the ocean carriers, per-diem rental rates, which declined sharply over the past two years, have continued to soften as a result of competitive market conditions, decreased demand and high inventories. The Registrant continues to take advantage of its strong marketing resources in order to seek out leasing opportunities during this period in which seasonal factors are also influencing the increased demand. At the same time, it has identified specific strategies intended to strengthen on-hire volumes and enhance utilization of the container fleet. The short-term objective is to improve utilization by offering greater leasing incentives and actively moving surplus, off-hire equipment to higher-demand locations. While this short-term strategy will increase repositioning expenses, it may also minimize those expenses related to handling and storing off-hire containers. These measures will also provide the longer-term advantage of placing the containers where the demand is greatest. 2) Material changes in the results of operations between the three and six-month periods ended June 30, 1999 and 1998. Net lease revenue for the three and six-month periods ended June 30, 1999 was $655,589 and $1,334,502, respectively, a decrease of 15% and 10% from the respective three and six-month periods in the prior year. Gross rental revenue (a component of net lease revenue) for the three and six-month periods ended June 30, 1999 was $931,210 and $1,895,152, respectively, reflecting a decrease of 12% and 11% from the same three and six-month periods in the prior year. Dry container average per-diem rental rates for the three and six-month periods ended June 30, 1999 decreased 8% and 7%, respectively, when compared to the same three and six-month periods in the prior year. Refrigerated container average per-diem rental rates for the three and six-month periods ended June 30, 1999 decreased 2% and 1%, respectively, when compared to the same periods in the prior year. Tank container average per-diem rental rates for the three and six-month periods ended June 30, 1999 decreased 6% and 5%, respectively, when compared to the same periods in the prior year. 11 12 The Registrant's average fleet size and utilization rates for the three and six-month periods ended June 30, 1999 and 1998 were as follows:
Three Months Ended Six Months Ended ------------------------- ----------------------- June 30, June 30, June 30, June 30, 1999 1998 1999 1998 -------- -------- -------- ------- Average fleet size (measured in twenty-foot equivalent units (TEU)) Dry cargo containers 6,830 6,845 6,835 6,850 Refrigerated containers 688 688 688 689 Tank containers 52 52 52 52 Average Utilization Dry cargo containers 75% 82% 75% 82% Refrigerated containers 99% 99% 99% 98% Tank containers 75% 87% 76% 87%
Rental equipment operating expenses were 18% of the Registrant's gross lease revenue during both the three and six-month periods ended June 30, 1999, as compared to 16% and 18%, respectively, of the Registrant's gross lease revenue during the same three and six-month periods ended June 30, 1998. Year 2000 The Registrant relies upon the financial and operational systems provided by the Leasing Company and its affiliates, as well as the systems provided by other independent third parties to service the three primary areas of its business: investor processing/maintenance; container leasing/asset tracking; and accounting finance. The Leasing Company's computer systems have undergone modifications in order to render the systems ready for the Year 2000. The Leasing Company has completed a detailed inventory of all software and hardware systems and has identified all components that need to be modified. The Leasing Company has completed all the necessary changes and testing in a dedicated Year 2000 environment. The Leasing Company anticipates that all compliant code will be live by the end of August 1999. The Leasing Company has contacted all of its critical business suppliers and has been advised that their systems are Year 2000 compliant. The Leasing Company has also confirmed the compliance of its suppliers' products through its own extensive testing. Expenses associated with addressing Year 2000 issues are being recognized as incurred. Management has not yet assessed the Year 2000 compliance expense but does not anticipate the costs incurred to date or to be incurred in the future by the Leasing Company and its affiliates to be in excess of $500,000. None of the costs incurred with respect to Year 2000 compliance will be borne by the Registrant. The Leasing Company believes it will be able to resolve any major Year 2000 issues. The Leasing Company is aware of the implications of a Year 2000 computer system failure and is currently in the process of developing its contingency plans. While management believes the possibility of a Year 2000 system failure to be remote, if the Leasing Company's internal systems or those of its critical business suppliers fail, the Leasing Company's consolidated financial position, liquidity or results of operations may be adversely affected. 12 13 Cautionary Statement This Quarterly Report on Form 10-Q contains statements relating to future results of the Registrant, including certain projections and business trends, that are "forward-looking statements" as defined in the Private Securities Litigation Reform Act of 1995. Actual results may differ materially from those projected as a result of certain risks and uncertainties, including but not limited to changes in: economic conditions; trade policies; demand for and market acceptance of leased marine cargo containers; competitive utilization and per-diem rental rate pressures; as well as other risks and uncertainties, including but not limited to those described in the above discussion of the marine container leasing business under Item 2., Management's Discussion and Analysis of Financial Condition and Results of Operations; and those detailed from time to time in the filings of Registrant with the Securities and Exchange Commission. Item 3. Quantitative and Qualitative Disclosures About Market Risk Not applicable. 13 14 PART II - OTHER INFORMATION Item 1. Legal Proceedings As the Registrant has previously reported, in February 1997, its former outside auditors, Arthur Andersen LLP ("Arthur Andersen"), resigned as auditors to The Cronos Group (the "Parent Company"), its subsidiaries, and all other entities affiliated with the Parent Company, including the Registrant. The Parent Company is the indirect corporate parent of CCC, the managing general partner of the Registrant. CCC does not believe, based upon the information currently available to it, that Arthur Andersen's resignation was triggered by any concern over the accounting policies and procedures followed by the Registrant. Arthur Andersen's reports on the financial statements of CCC and the Registrant, for years preceding 1996, had not contained an adverse opinion or a disclaimer of opinion, nor were any such reports qualified or modified as to uncertainty, audit scope, or accounting principles. During the Registrant's fiscal year ended December 31, 1995, and the subsequent interim period preceding Arthur Andersen's resignation, there were no disagreements between CCC or the Registrant and Arthur Andersen on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure. In connection with its resignation, Arthur Andersen prepared a report pursuant to Section 10A of the Securities Exchange Act of 1934, as amended, for filing by the Parent Company with the Securities and Exchange Commission ("SEC"). As a result of the Arthur Andersen report, the SEC commenced an investigation of the Parent Company on February 10, 1997. The purpose of the investigation has been to determine whether the Parent Company and persons associated with the Parent Company violated the federal securities laws administered by the SEC. The Registrant does not believe that the focus of the SEC's investigation is upon the Registrant or CCC. Current management of the Parent Company has been in discussions with the staff of the SEC with a view to settling the investigation. The Parent Company is hopeful of reaching a settlement of the investigation by the end of 1999. Item 3. Defaults Upon Senior Securities See Item 5. Other Information. Item 5. Other Information In 1993, the Parent Company negotiated a credit facility with several banks for the use by the Parent Company and its subsidiaries, including CCC. At December 31, 1998, approximately $33,110,000 in principal indebtedness was outstanding under that credit facility (none of which had been borrowed by the Registrant). As a party to that credit facility, CCC was jointly and severally liable for the repayment of all principal and interest owed under the credit facility. On August 2, 1999, all outstanding amounts under the credit facility were repaid through the establishment of a new credit facility with two financial institutions. CCC is not a party to the new loan agreement. The Parent Company has guaranteed up to $10 million of amounts borrowed under the new credit facility and, as partial security for this guarantee, the Parent Company has pledged all of the capital stock held by it in Cronos Holding/Investments (U.S.), Inc., a Delaware corporation that, in turn, owns all of the outstanding capital stock of CCC. The Registrant is not a borrower under the new credit facility established by the Parent Company, and neither the containers nor the other assets of the Registrant have been pledged as collateral under the new credit facility. 14 15 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 27 Financial Data Schedule Filed with this document
(b) Reports on Form 8-K No reports on Form 8-K were filed by the Registrant during the quarter ended June 30, 1999. - ---------------- * 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) 15 16 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 Date: August 16, 1999 16 17 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 ** 10 Form of Leasing Agent Agreement with Cronos Containers *** Limited 27 Financial Data Schedule Filed with this document
- ---------------- * 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) EX-27 2 FINANCIAL DATA SCHEDULE
5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE BALANCE SHEET AT JUNE 30, 1999 (UNAUDITED) AND THE STATEMENT OF OPERATIONS FOR THE QUARTERLY PERIOD ENDED JUNE 30, 1999 (UNAUDITED) AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS INCLUDED AS PART OF ITS QUARTERLY REPORT ON FORM 10-Q FOR THE PERIOD ENDED JUNE 30, 1999. 6-MOS DEC-31-1999 JAN-01-1999 JUN-30-1999 2,079,203 0 416,767 0 0 2,495,970 26,666,487 4,772,618 24,495,494 0 0 0 0 0 24,495,494 24,495,494 0 1,334,502 0 830,027 0 0 0 0 0 0 0 0 0 549,458 0 0
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