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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 SEPTEMBER 30, 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   94-3230380
(State or other jurisdiction of
incorporation or organization)
  (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  [  ].

 


TABLE OF CONTENTS

PART I — FINANCIAL INFORMATION
Item 1. Financial Statements
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
Item 4. Controls and Procedures
PART II — OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
SIGNATURES
EXHIBIT INDEX
Exhibit 99.1
Exhibit 99.2


Table of Contents

CRONOS GLOBAL INCOME FUND XVI, L.P.

           Report on Form 10-Q for the Quarterly Period Ended September 30, 2002

TABLE OF CONTENTS

         
        PAGE
PART I — FINANCIAL INFORMATION    
Item 1.   Financial Statements    
    Balance Sheets – September 30, 2002 and December 31, 2001 (unaudited)   4
    Statements of Operations for the three and nine months ended September 30, 2002 and 2001 (unaudited)   5
    Statements of Cash Flows for the nine months ended September 30, 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   16
Item 4.   Controls and Procedures   16
PART II — OTHER INFORMATION    
Item 6.   Exhibits and Reports on Form 8-K   17

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PART I — FINANCIAL INFORMATION

Item 1. Financial Statements

    Presented herein are the Registrant’s balance sheets as of September 30, 2002 and December 31, 2001, statements of operations for the three and nine months ended September 30, 2002 and 2001, and statements of cash flows for the nine months ended September 30, 2002 and 2001.

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CRONOS GLOBAL INCOME FUND XVI, L.P.

Balance Sheets

(Unaudited)

                         
            September 30,   December 31,
            2002   2001
           
 
       
Assets
               
Current assets:
               
 
Cash and cash equivalents, includes $1,376,503 at September 30, 2002 and $1,280,929 at December 31, 2001 in interest-bearing accounts
  $ 1,576,709     $ 1,295,929  
 
Net lease receivables due from Leasing Company (notes 1 and 2)
    174,076       222,804  
 
   
     
 
     
Total current assets
    1,750,785       1,518,733  
 
   
     
 
Container rental equipment, at cost
    31,673,096       31,734,297  
 
Less accumulated depreciation
    10,623,322       9,205,547  
 
   
     
 
   
Net container rental equipment
    21,049,774       22,528,750  
 
   
     
 
Other assets
    826,084       842,007  
 
   
     
 
     
Total assets
  $ 23,626,643     $ 24,889,490  
 
 
   
     
 
       
Liabilities and partners’ capital
               
Current liabilities:
               
 
Interest payable
  $ 10,341     $ 12,136  
 
Current portion of equipment debt
    840,600       840,600  
 
   
     
 
     
Total current liabilities
    850,941       852,736  
Equipment debt less current portion
    2,311,650       2,942,100  
 
   
     
 
     
Total liabilities
    3,162,591       3,794,836  
 
   
     
 
Partners’ capital (deficit):
               
 
General partner
    (24,303 )     (27,315 )
 
Limited partners
    20,488,355       21,121,969  
 
   
     
 
     
Total partners’ capital
    20,464,052       21,094,654  
 
   
     
 
     
Total liabilities and partners’ capital
  $ 23,626,643     $ 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   Nine Months Ended
       
 
        September 30,   September 30,   September 30,   September 30,
        2002   2001   2002   2001
       
 
 
 
Net lease revenue (notes 1 and 3)
  $ 714,675     $ 703,834     $ 2,008,234     $ 2,182,778  
Other operating expenses:
                               
 
Depreciation
    486,653       488,179       1,462,685       1,438,208  
 
Other general and administrative expenses
    17,039       17,955       54,595       73,377  
 
Net loss (gain) on disposal of equipment
    259       (3,278 )     (9,411 )     (5,751 )
 
   
     
     
     
 
   
Income from operations
    210,724       200,978       500,365       676,944  
Other (expense) income:
                               
 
Interest income
    5,428       10,346       16,295       41,689  
 
Interest expense
    (30,909 )     (58,422 )     (97,682 )     (220,938 )
 
   
     
     
     
 
 
    (25,481 )     (48,076 )     (81,387 )     (179,249 )
 
   
     
     
     
 
   
Net income
  $ 185,243     $ 152,902     $ 418,978     $ 497,695  
 
   
     
     
     
 
Allocation of net income:
                               
 
General partner
  $ 14,788     $ 19,929     $ 52,799     $ 75,218  
 
Limited partners
    170,455       132,973       366,179       422,477  
 
   
     
     
     
 
 
  $ 185,243     $ 152,902     $ 418,978     $ 497,695  
 
   
     
     
     
 
Limited partners’ per unit share of net income
  $ 0.11     $ 0.08     $ 0.23     $ 0.26  
 
   
     
     
     
 

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)

                   
      Nine Months Ended
     
      September 30,   September 30,
      2002   2001
     
 
Net cash provided by operating activities
  $ 1,885,028     $ 1,926,758  
Cash flows provided by investing activities:
               
 
Proceeds from disposal of equipment
    75,782       65,702  
Cash flows used in financing activities:
               
 
Repayment of term debt
    (630,450 )     (630,450 )
 
Distribution to partners
    (1,049,580 )     (1,613,701 )
 
   
     
 
Net cash used in financing activities
    (1,680,030 )     (2,244,151 )
 
   
     
 
Net increase (decrease) in cash and cash equivalents
    280,780       (251,691 )
Cash and cash equivalents at January 1
    1,295,929       1,379,619  
 
   
     
 
Cash and cash equivalents at September 30
  $ 1,576,709     $ 1,127,928  
 
   
     
 

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. An analysis is prepared each quarter projecting future cash flows from container rental equipment operations. Current and projected utilization rates, per-diem rental rates, direct operating expenses, fleet size and container disposals are the primary variables utilized by 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, 2002 and 2001.
 
      Depreciation policies are also evaluated to determine whether subsequent events and circumstances warrant revised estimates of useful lives. 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 $33,000 and $26,000 for the nine-month periods ended September 30, 2002 and 2001, respectively. The change in depreciation expense was approximately $19,000 for the three-month period ended September 30, 2001.
 
  (e)   Use of Estimates
 
      The financial statements are prepared in conformity with accounting principles generally accepted in the United States of America (GAAP), which 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 most significant estimates included within the financial statements are the container rental equipment estimated useful lives and residual values, and the estimate of future cash flows from container rental equipment operations, used to determine the adequacy of the carrying value of container rental equipment in accordance with SFAS No. 144. Considerable judgement is required in estimating future cash flows from container rental equipment operations. Accordingly, the estimates may not be indicative of the amounts that may be realized in future periods. As additional information becomes available in subsequent periods, reserves for the impairment of the container rental equipment carrying values may be necessary based upon changes in market and economic conditions.

(Continued)

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CRONOS GLOBAL INCOME FUND XVI, L.P.

Notes to Unaudited Financial Statements

  (f)   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 accounting principles generally accepted in the United States of America (GAAP) have been omitted. It is suggested that these financial statements be read in conjunction with the financial statements and accompanying notes in the Partnership’s latest annual report on Form 10-K.
 
      The interim financial statements presented herewith reflect all adjustments of a normal recurring nature which are, in the opinion of management, necessary to a fair statement of the financial condition and results of operations for the interim periods presented. The results of operations for such interim periods are not necessarily indicative of the results to be expected for the full year.

(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 September 30, 2002 and December 31, 2001 were as follows:

                 
    September 30,   December 31,
    2002   2001
   
 
Gross lease receivables
  $ 724,126     $ 793,868  
Less:
               
Direct operating payables and accrued expenses
    349,136       365,435  
Damage protection reserve
    45,548       47,883  
Base management fees payable
    103,961       102,576  
Reimbursed administrative expenses
    14,490       16,328  
Allowance for doubtful accounts
    36,915       38,842  
 
   
     
 
Net lease receivables
  $ 174,076     $ 222,804  
 
   
     
 

(Continued)

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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 earned by the Leasing Company under operating leases to ocean carriers for the containers owned by the Partnership. Net lease revenue for the three and nine-month periods ended September 30, 2002 and 2001 was as follows:

                                 
    Three Months Ended   Nine Months Ended
   
 
    September 30,   September 30,   September 30,   September 30,
    2002   2001   2002   2001
   
 
 
 
Rental revenue (note 4)
  $ 1,028,369     $ 1,068,741     $ 3,039,074     $ 3,230,222  
Less:
                               
Rental equipment operating expenses
    195,075       242,034       678,626       676,308  
Base management fees
    71,506       73,949       210,189       223,858  
Reimbursed administrative expenses
    47,113       48,924       142,025       147,278  
 
   
     
     
     
 
Net lease revenue
  $ 714,675     $ 703,834     $ 2,008,234     $ 2,182,778  
 
   
     
     
     
 

(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 September 30, 2002, the Partnership operated 4,459 twenty-foot, 1,483 forty-foot and 1,741 forty-foot high-cube marine dry cargo containers, 88 twenty-foot and 298 forty-foot high-cube refrigerated cargo containers, and 52 twenty-four thousand-liter tanks. A summary of gross lease revenue, by product, for the three and nine-month periods ended September 30, 2002 and 2001 follows:

                                 
    Three Months Ended   Nine Months Ended
   
 
    September 30,   September 30,   September 30,   September 30,
    2002   2001   2002   2001
   
 
 
 
Dry cargo containers
  $ 677,961     $ 679,893     $ 1,991,582     $ 2,077,851  
Refrigerated containers
    317,256       346,923       945,637       1,037,869  
Tank containers
    33,152       41,925       101,855       114,502  
 
   
     
     
     
 
Total
  $ 1,028,369     $ 1,068,741     $ 3,039,074     $ 3,230,222  
 
   
     
     
     
 

    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 geographic area information.

(Continued)

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CRONOS GLOBAL INCOME FUND XVI, L.P.

Notes to Unaudited Financial Statements

(5)   Equipment Debt
 
    As of September 30, 2002, the Partnership’s existing term loan debt was $3,152,250, plus estimated accrued interest of $10,341. 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 15 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 September 30, 2002, the estimated fair value of the term loan debt was $3,135,013. The fair value of the term loan has been calculated using the market rates prevailing at May 31, 2002.
 
(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 Partnership is currently evaluating the impact that SFAS No. 143 will have on its financial statements.
 
    In June 2002, the Financial Accounting Standards Board issued SFAS 146, “Accounting for Costs Associated with Exit or Disposal Activities,” which addresses accounting for restructuring and similar costs. SFAS 146 supersedes previous accounting guidance, principally Emerging Issues Task Force Issue No. 94-3. SFAS 146 requires that the liability for costs associated with an exit or disposal activity be recognized when the liability is incurred. Under Issue 94-3, a liability for an exit cost was recognized at the date of the Partnership’s commitment to an exit plan. SFAS 146 also establishes that the liability should initially be measured and recorded at fair value. Accordingly, SFAS 146 may affect the timing of recognizing future restructuring costs as well as the amounts recognized. The Registrant believes that SFAS 146 will not have a significant impact on its financial position or results of operations.

******

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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 September 30, 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 September 30, 2002.

<
                                                 
    Dry Cargo   Refrigerated   Tank
    Containers   Containers   Containers