CRONOS GLOBAL INCOME FUND XVI LP
10-Q, 1996-08-13
EQUIPMENT RENTAL & LEASING, NEC
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<PAGE>   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, 1996

                                       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   .
                                       ---    ---                    
<PAGE>   2
                       CRONOS GLOBAL INCOME FUND XVI, L.P.


                      REPORT ON FORM 10-Q FOR THE QUARTERLY
                           PERIOD ENDED JUNE 30, 1996

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                                   PAGE
<S>                                                                                                               <C>
PART I - FINANCIAL INFORMATION

  Item 1. Financial Statements

          Balance Sheets - June 30, 1996 (unaudited) and December 31, 1995                                            4

          Statements of Operations for the three-month period ended June 30, 1996 and the period
          March 29, 1996 (Commencement of Operations) to June 30, 1996 (unaudited)                                    5

          Statement of Cash Flows for the period March 29, 1996, (Commencement of Operations)
          to June 30, 1996 (unaudited)                                                                                6

          Notes to Financial Statements (unaudited)                                                                   7

  Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations                      11


PART II - OTHER INFORMATION

  Item 5. Other Materially Important Events                                                                          13

  Item 6. Exhibits and Reports on Form 8-K                                                                           14
</TABLE>

                                       2
<PAGE>   3
                         PART I - FINANCIAL INFORMATION


Item 1.   Financial Statements

          Presented herein are the Registrant's balance sheets as of June 30,
          1996 and December 31, 1995, statement of operations for the three
          months ended June 30, 1996 and the period March 29, 1996 (commencement
          of operations) to June 30, 1996, and statement of cash flows for the
          period March 29, 1996 (commencement of operations) to June 30, 1996.


                                       3
<PAGE>   4
                       CRONOS GLOBAL INCOME FUND XVI, L.P.

                                 BALANCE SHEETS

                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                    June 30,     December 31,
                                                                      1996          1995
                                                                    --------     ------------
<S>                                                             <C>             <C>
                   Assets
Current assets:
     Cash, includes $323,181 at June 30, 1996 and $100
         at December 31, 1995 in interest-bearing accounts       $   330,472        $100
     Short-term investments                                          550,000           -
     Net lease receivables due from Leasing Company                                
         (notes 1 and 2)                                              73,743           -
                                                                 -----------        ----
                                                                                   
              Total current assets                                   954,215         100
                                                                 -----------        ----                  

Container rental equipment, at cost                               18,088,130           -
     Less accumulated depreciation                                   176,366           -
                                                                 -----------        ----
         Net container rental equipment                           17,911,764           -
                                                                 -----------        ----
                          
Organizational costs, net                                            785,953           -
                                                                 -----------        ----                  

                                                                 $19,651,932        $100
                                                                 ===========        ====                  
     Liabilities and Partners' Capital                                             
                                                                                   
Current liabilities:                                                               
     Due to general partner (notes 1 and 3)                      $   260,134        $  -
     Due to manufacturers                                          5,163,393           -
                                                                 -----------        ----
                                                                                   
              Total current liabilities                            5,423,527           -
                                                                 -----------        ----                                   
Partners' capital:                                                                 
     General partner                                                   1,196           -
     Limited partners                                             14,227,209         100
                                                                 -----------        ----                 

              Total partners' capital                             14,228,405         100
                                                                 -----------        ----                  

                                                                 $19,651,932        $100
                                                                 ===========        ====                 
</TABLE>

         The accompanying notes are an integral part of these statements


                                        4
<PAGE>   5
                       CRONOS GLOBAL INCOME FUND XVI, L.P.

                            STATEMENTS OF OPERATIONS

                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                     Three          For the Period March 29, 1996
                                                   Months Ended       (Commencement of Operations)
                                                   June 30, 1996         through June 30, 1996
                                                   -------------      -----------------------------
<S>                                               <C>              <C> 
Net lease revenue (notes 1 and 4)                    $209,056                  $210,966
                                                                              
Other operating expenses:                                                     
     Depreciation and amortization                    163,544                   182,302
     Other general and administrative expenses          5,412                     5,412
                                                     --------                  --------
                                                      168,956                   187,714
                                                     --------                  --------                         
         Earnings from operations                      40,100                    23,252
                                                                              
Other income:                                                                 
     Interest income                                   27,874                    27,874
                                                     --------                  --------                         
         Net earnings                                $ 67,974                  $ 51,126
                                                     ========                  ========
                                                                              
Allocation of net earnings:                                                   
     General partner                                 $  1,940                  $  1,771
     Limited partners                                  66,034                    49,355
                                                     --------                  --------
                                                     $ 67,974                  $ 51,126
                                                     ========                  ========                         
Limited partners' per unit
  share of net earnings                              $    .26                  $    .12
                                                     ========                  ========                                
</TABLE>

                                                                        


        The accompanying notes are an integral part of these statements

                                        5
<PAGE>   6
                       CRONOS GLOBAL INCOME FUND XVI, L.P.

                             STATEMENT OF CASH FLOWS

                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                               For the Period March 29, 1996,
                                                                                (Commencement of Operations)
                                                                                   through June 30, 1996
                                                                               -------------------------------
<S>                                                                            <C>
Net cash provided by operating activities                                             $    160,081

Cash flows used in investing activities:
   Purchase of container rental equipment                                              (12,063,397)
   Acquisition fees to general partner                                                    (603,170)
                                                                                      ------------
         Net cash used in investing activities                                         (12,666,567)
                                                                                      ------------
Cash flows provided by (used in) financing activities:
   Capital contributions                                                                15,786,320
   Underwriting commissions                                                             (1,578,642)
   Offering and organizational expenses                                                   (789,321)
   Distribution to partners                                                                (31,499)
                                                                                      ------------

         Net cash provided by financing activities                                      13,386,858
                                                                                      ------------

Net increase in cash and cash equivalents                                                  880,372

Cash and cash equivalents at January 1                                                         100
                                                                                      ------------
Cash and cash equivalents at June 30                                                  $    880,472
                                                                                      ============
</TABLE>


          The accompanying notes are an integral part of this statement

                                        6
<PAGE>   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 and controls the business of the Partnership.

      (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.

      (c) Basis of Accounting

          The Partnership utilizes the accrual method of accounting. Revenue is
          recognized when earned.

          The Partnership has determined that for accounting purposes the
          Leasing Agent Agreement is a lease, and the receivables, payables,
          gross revenues and operating expenses attributable to the containers
          managed by the Leasing Company are, for accounting purposes, those of
          the Leasing Company and not of the Partnership. Consequently, the
          Partnership's balance sheets and statements of operations display the
          payments to be received by the Partnership from the Leasing Company as
          the Partnership's receivables and revenues.

                                                                     (Continued)

                                       7
<PAGE>   8
                       CRONOS GLOBAL INCOME FUND XVI, L.P.

                     NOTES TO UNAUDITED FINANCIAL STATEMENTS


      (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.

          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, the
      Leasing Company, 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, 1996 and December 31, 1995 were as follows:

<TABLE>
<CAPTION>
                                                                          June 30,         December 31,
                                                                            1996              1995
                                                                          --------         ------------
<S>                                                                  <C>                  <C> 
Lease receivables, net of doubtful accounts
     of $2,625 at June 30, 1996                                          $397,058              $ -
Less:                                                                                       
Direct operating payables and accrued expenses                            284,785                -
Damage protection reserve                                                     364                -
Base management fees                                                       19,901                -
Reimbursed administrative expenses                                         18,265                -
                                                                         --------              ---
                                                                         $ 73,743              $ -
                                                                         ========              ===
</TABLE>
                                                            (Continued)

                                        8
<PAGE>   9
                       CRONOS GLOBAL INCOME FUND XVI, L.P.

                     NOTES TO UNAUDITED FINANCIAL STATEMENTS


(3)   Due to General Partner

      The amount due to CCC and its affiliates at June 30, 1996 consists of
      acquisition fees.


(4)   Net Lease Revenue

      Net lease revenue is determined by deducting direct operating expenses,
      management fees and reimbursed administrative expenses to CCC, the Leasing
      Company, 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 months ended June 30,
      1996 and the period March 29, 1996 (commencement of operations) through
      June 30, 1996 was as follows:

<TABLE>
<CAPTION>
                                                          Three                     For the Period March 29, 1996
                                                        Months Ended                (Commencement of Operations)
                                                        June 30, 1996                   through June 30, 1996
                                                        -------------               -----------------------------
<S>                                                   <C>                          <C>
         Rental revenue                                  $333,195                               $335,495

         Rental equipment operating expenses               83,201                                 83,201
         Base management fees                              22,832                                 23,063
         Reimburse administrative expenses                 18,106                                 18,265
                                                         --------                               --------
                                                         $209,056                               $210,966
                                                         ========                               ========
</TABLE>
                                  (Continued)

                                       9
<PAGE>   10
                       CRONOS GLOBAL INCOME FUND XVI, L.P.

                     NOTES TO UNAUDITED FINANCIAL STATEMENTS


(5)   Equipment Purchases

As of June 30, 1996, the Partnership had purchased the following types of
equipment:

<TABLE>
<CAPTION>
                                                                                 Purchased from
                                                                   Purchased        Container           Total
         Equipment Type                                            from CCC       Manufacturers       Purchased
         --------------                                            ---------     --------------       ---------
<S>                                                               <C>           <C>                  <C> 

              Dry Cargo Containers:
                  Twenty-foot                                          -            3,486              3,486
                  Forty-foot                                           -              350                350
                  Forty-foot high-cube                                 -              100                100
              Refrigerated Cargo Containers:                                                        
                  Twenty-foot                                          -               90                 90
                  Forty-foot high-cube                                 -              200(1)             200
              Tank Containers:                                                                      
                  Twenty-foot                                          -               48                 48
</TABLE>

                                                                           
      The aggregate purchase price (excluding acquisition fees) of the equipment
      acquired by the Partnership through June 30, 1996 was $17,226,780, of
      which $12,063,397 was paid from the Net Proceeds of this offering, and
      $5,163,383 remained payable to equipment manufacturers. The aggregate
      equipment had been acquired from third-party container manufacturers
      located in South Korea, India, the People's Republic of China, Thailand,
      Taiwan, Germany and the United Kingdom. At June 30, 1996, the Partnership
      had committed to purchase from container manufacturers an additional 334
      twenty-foot, 2,118 forty-foot and 600 forty-foot high-cube dry cargo
      containers, as well as 9 twenty-foot tank containers, at an aggregate
      manufacturers' invoice cost of approximately $11,017,000. The Partnership
      expects to accept delivery of this new equipment during the third quarter
      of 1996. The Partnership's purchase obligations are conditional upon its
      raising sufficient gross proceeds from its offering and/or borrowing to
      fund the purchases.







- ------------------

      (1)  A portion of this amount reflects refrigerated container components
           accepted by the Partnership. At June 30, 1996, the process of
           manufacturing each component into a refrigerated cargo container was
           not complete. The containers are expected to be completed and
           delivered to the Partnership during the third quarter of 1996.

                                       10
<PAGE>   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, 1996 and December
   31, 1995.

   The Registrant 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. The Registrant was initially capitalized with $100 and commenced
   offering its limited partnership interests to the public subsequent to
   December 28, 1995, pursuant to its Registration Statement on Form S-1 (File
   No. 33-98290). The Registrant commenced operations on March 29, 1996. The
   offering will continue until December 27, 1997, or until all of the limited
   partnership interests are sold, whichever occurs first. At June 30, 1996, the
   Registrant had raised $15,786,420 through the offering of limited partnership
   interests, from which it had paid brokerage commissions, reimbursed the
   General Partner for public offering expenses, and purchased equipment. The
   following table sets forth the use of said subscription proceeds as of June
   30, 1996.

<TABLE>
<CAPTION>
                                                                 Percentage of
                                                 Amount          Gross Proceeds
                                                 ------          --------------
<S>                                            <C>               <C>
Gross Subscription Proceeds                     $15,786,420         100.0%

Public Offering Expenses:
     Underwriting Commissions                     1,578,642          10.0%
     Offering and Organizational Expenses           789,321           5.0%
                                                -----------         -----

         Total Public Offering Expenses           2,367,963          15.0%
                                                -----------         -----

Net Proceeds                                     13,418,457          85.0%

Acquisition Fees                                    603,170           3.8%

Working Capital Reserve                             157,864           1.0%

Unexpended Proceeds                                 594,026           3.8%
                                                -----------         -----

Gross Proceeds Invested in Equipment            $12,063,397          76.4%
                                                ===========         =====
</TABLE>


At June 30, 1996, the Registrant had committed to purchase from container
manufacturers an additional 334 twenty-foot, 2,118 forty-foot and 600 forty-foot
high-cube dry cargo containers, as well as 9 twenty-foot tank containers, at an
aggregate manufacturers' invoice cost of approximately $11,017,000. The
Registrant expects to accept delivery of this new equipment during the third
quarter of 1996. The Partnership's purchase obligations are conditional upon its
raising sufficient gross proceeds from its offering and/or borrowing to fund the
purchases.

                                       11
<PAGE>   12
2)    Material changes in the results of operations between the three-month
      periods ended June 30, 1996 and June 30, 1995, the period ended March 29,
      1996 (commencement of operations) to June 30, 1996 and the six-month
      period ended June 30, 1995.

      The Registrant did not commence operations until March 29, 1996, therefore
      a discussion of comparative periods cannot be made. For the period March
      29, 1996 to June 30, 1996, the Registrant's net earnings were $51,126,
      comprised of net lease revenue, depreciation, other general and
      administrative expenses and interest income.

      The Registrant's net lease revenue is directly related to the size of its
      fleet as well as the utilization and lease rates of the equipment owned by
      the Registrant. Direct operating expenses include repositioning costs,
      storage and handling expenses, agent fees and insurance premiums, as well
      as provisions for doubtful accounts and repair costs for containers
      covered under damage protection plans. Direct operating costs are affected
      by the quantity of off-hire containers as well as the frequency at which
      the containers are redelivered. During the build-up phase of the
      Registrant's fleet, direct operating costs may be greater if containers
      purchased directly from container manufacturers experience an off-hire
      period while they are marketed and repositioned for initial lease-out.
      During that period, the Registrant incurs storage, handling and
      repositioning costs. At the same time, direct operating costs may be
      lessened with respect to containers purchased directly from the general
      partner. Such containers are generally on-hire and generating revenues at
      the time of purchase.


      The Registrant's fleet size, as measured in twenty-foot equivalent units
      ("TEU"), and average utilization rates at March 31, 1996 and June 30, 1996
      were as follows:

<TABLE>
<CAPTION>
                                                                  March 31,         June 30,
                                                                    1996             1996
                                                                  ---------         -------
<S>                                                              <C>               <C>
         Fleet size (measured in twenty-foot 
            equivalent units (TEU)):
                Dry cargo containers                                 600              2,675
                Refrigerated containers                               35                209
                Tank containers                                       17                 36
         Average utilization:
                Dry cargo containers                                 7.3%                39%
                Refrigerated containers                               - %                63%
                Tank containers                                       - %                37%
</TABLE>



      The per-diem rental rates and utilization levels of the Registrant's fleet
      are expected to fluctuate during the Registrant's build-up phase of
      operations during 1996 and 1997. Additionally, the Registrant commenced
      its operations during a period of general softening within the container
      leasing market. At June 30, 1996, container inventories remained at
      larger-than-usual levels, resulting in lower utilizations. However, the
      Registrant has benefited from these conditions, as containers have been
      acquired from manufacturers at favorable prices. Market conditions have
      also subjected base per-diem rental rates to downward pressures. Since the
      first quarter of 1996, the Leasing Company has implemented various market
      strategies, including but not limited to, offering incentives to shipping
      companies and repositioning containers to higher demand locations in order
      to counter these market conditions. Accordingly, ancillary per-diems have
      fluctuated, favoring a downward trend, while free-day incentives offered
      to shipping companies have risen. Currently, there are no visible signs of
      improvements in the leasing market and hence further downward pressure on
      rental rates can be expected in ensuing quarters. As a result, these
      leasing market conditions should impact the Registrant's results from
      operations during the remainder of 1996.

                                       12
<PAGE>   13
                           PART II - OTHER INFORMATION


Item 5.   Other Materially Important Events

          Equipment Acquisitions

          Pursuant to the undertakings made in its Registration Statement No.
          33-98290, Section 7.2 (h) of the Partnership Agreement, the Registrant
          had purchased the following types of equipment as of June 30, 1996:

<TABLE>
<CAPTION>
                                                                       Purchased                        Registrant's
                                               Purchased from       from Container         Total        Average Cost
         Equipment Type                      the General Partner     Manufacturers       Purchased      Per Container
         --------------                      -------------------    --------------       ----------     -------------
<S>                                         <C>                    <C>                  <C>            <C>
         Dry Cargo Containers:
              Twenty-foot                              -                 3,486             3,486            $ 2,393
              Forty-foot                               -                   350               350            $ 3,627
              Forty-foot high-cube                     -                   100               100            $ 3,950
         Refrigerated Cargo Containers:                                                                    
              Twenty-foot                              -                    90                90            $25,231
              Forty-foot high-cube                     -                   200(1)            200            $18,492
         Tank Containers:                                                                                  
              Twenty-foot                              -                    48                48            $25,405
</TABLE>


          The aggregate purchase price (excluding acquisition fees) of the
          equipment acquired by the Registrant through June 30, 1996 was
          $17,226,780, of which $12,063,397 was paid from the Net Proceeds of
          this offering, and $5,163,383 remained payable to equipment
          manufacturers. The aggregate equipment had been acquired from
          third-party container manufacturers located in South Korea, India,
          Indonesia, the People's Republic of China, Thailand, Taiwan, Germany
          and the United Kingdom. At June 30, 1996, the Registrant had committed
          to purchase from container manufacturers an additional 334
          twenty-foot, 2,118 forty-foot and 600 forty-foot high-cube dry cargo
          containers, as well as 9 twenty-foot tank containers at an aggregate
          manufacturers' invoice cost of approximately $11,017,000.















- ------------------

      (1)  A portion of this amount reflects refrigerated container components
           accepted by the Registrant. At June 30, 1996, the process of
           manufacturing each component into a refrigerated cargo container was
           not complete. The containers are expected to be completed and
           delivered to the Registrant during the third quarter of 1996. The
           average cost of these refrigerated containers is expected to be
           $25,550 per container.

                                       13
<PAGE>   14
                           PART II - OTHER INFORMATION


Item 6.   Exhibits and Reports on Form 8-K

(a)   Exhibits

<TABLE>
<CAPTION>
Exhibit
  No.                                    Description                                         Method of Filing
- -------                                  -----------                                         ----------------
<S>               <C>                                                                       <C>
  3(a)             Limited  Partnership  Agreement  of  the  Registrant,   amended  and      *
                   restated as of December 28, 1995

  3(b)             Certificate of Limited Partnership of thebRegistrant                      **

  10               Form of Leasing Agent Agreement with Cronos Containers Limited            ***

  27               Financial Data Schedule                                                   Filed with this document
</TABLE>

(b)   Reports on Form 8-K

      In lieu of filing a current report on Form 8-K, the Registrant has
      provided in Part II, Item 5 hereof, a description of its purchase of
      marine cargo containers during the period March 29, 1996 (commencement of
      operations) to June 30, 1996.



















- ----------------

 *     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)

                                       14
<PAGE>   15
                                   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/ JOHN KALLAS
                                         ---------------------------------------
                                         John Kallas
                                         Vice President, Chief Financial Officer
                                         Principal Accounting Officer



Date:  August 13, 1996


                                       15
<PAGE>   16
                                 EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
  No.                                    Description                                         Method of Filing
- -------                                  -----------                                         ----------------
<S>               <C>                                                                       <C>
  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
</TABLE>



















- ----------------

 *     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)

<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE BALANCE
SHEET AT JUNE 30, 1996 (UNAUDITED) AND THE STATEMENT OF OPERATIONS FOR THE
PERIOD MARCH 29, 1996 (COMMENCEMENT OF OPERATIONS) TO JUNE 30, 1996 (UNAUDITED)
AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS
INCLUDED AS PART OF ITS REPORT ON FORM 10-Q FOR THE PERIOD MARCH 29, 1996
(COMMENCEMENT OF OPERATIONS) TO JUNE 30, 1996
</LEGEND>
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-START>                             JAN-01-1996
<PERIOD-END>                               JUN-30-1996
<CASH>                                         880,472
<SECURITIES>                                         0
<RECEIVABLES>                                   73,743
<ALLOWANCES>                                         0
<INVENTORY>                                          0
<CURRENT-ASSETS>                               954,215
<PP&E>                                      18,088,130
<DEPRECIATION>                                 176,366
<TOTAL-ASSETS>                              19,651,932
<CURRENT-LIABILITIES>                        5,423,527
<BONDS>                                              0
                                0
                                          0
<COMMON>                                             0
<OTHER-SE>                                  14,228,405
<TOTAL-LIABILITY-AND-EQUITY>                19,651,932
<SALES>                                              0
<TOTAL-REVENUES>                               210,966
<CGS>                                                0
<TOTAL-COSTS>                                  187,714
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                   0
<INCOME-PRETAX>                                      0
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                                  0
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                    51,126
<EPS-PRIMARY>                                        0
<EPS-DILUTED>                                        0
        

</TABLE>


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