<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 MARCH 31, 1997
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 MARCH 31, 1997
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
<S> <C>
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
Balance Sheets - March 31, 1997 (unaudited) and
December 31, 1996 4
Statement of Operations for the three months ended
March 31, 1997 and March 29, 1996 (Commencement of Operations)
through March 31, 1996 (unaudited) 5
Statement of Cash Flows for the three months ended
March 31, 1997 and March 29, 1996 (Commencement of Operations)
through March 31, 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 14
Item 6. Exhibits and Reports on Form 8-K 15
</TABLE>
2
<PAGE> 3
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
Presented herein are the Registrant's balance sheets as of March 31,
1997 and December 31, 1996, statements of operations for the period
March 29, 1996 (commencement of operations) through March 31, 1996 and
the three months ended March 31, 1997, and statements of cash flows
for the period March 29, 1996 (commencement of operations) through
March 31, 1996 and the three months ended March 31, 1997.
3
<PAGE> 4
CRONOS GLOBAL INCOME FUND XVI, L.P.
BALANCE SHEETS
(UNAUDITED)
<TABLE>
<CAPTION>
March 31, December 31,
Assets 1997 1996
------ ------------ -----------
<S> <C> <C>
Current assets:
Cash and cash equivalents, includes $1,026,463 at March 31, 1997
and $1,755,486 at December 31, 1996 in interest-bearing accounts $ 1,659,740 $ 1,755,884
Net lease receivables due from Leasing Company
(notes 1 and 2) 209,426 208,133
------------ ------------
Total current assets 1,869,166 1,964,017
------------ ------------
Container rental equipment, at cost 26,800,273 24,701,402
Less accumulated depreciation 1,272,645 894,114
------------ ------------
Net container rental equipment 25,527,628 23,807,288
------------ ------------
Organizational costs, net (note 3) 218,064 229,005
------------ ------------
$ 27,614,858 $ 26,000,310
============ ============
Liabilities and Partners' Capital
---------------------------------
Current liabilities:
Due to general partner (notes 1 and 3) $ 28,084 $ 17,299
Container rental equipment purchases payable 557,170 341,486
------------ ------------
Total current liabilities 585,254 358,785
------------ ------------
Partners' capital (deficit):
General partner (2,514) (1,820)
Limited partners 27,032,118 25,643,345
------------ ------------
Total partners' capital 27,029,604 25,641,525
------------ ------------
$ 27,614,858 $ 26,000,310
============ ============
</TABLE>
The accompanying notes are an integral part of these financial statements.
4
<PAGE> 5
CRONOS GLOBAL INCOME FUND XVI, L.P.
STATEMENT OF OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>
For the Period March 29, 1996,
Three Months Ended (Commencement of Operations)
March 31, 1997 through March 31, 1996
------------------ ------------------------------
<S> <C> <C>
Net lease revenue (notes 1 and 4) $ 662,478 $ 1,910
Other operating expenses:
Depreciation and amortization 391,014 18,758
Other general and administrative expenses 13,369 --
--------- ---------
404,383 18,758
--------- ---------
Earnings (loss) from operations 258,095 (16,848)
Other income:
Interest income 24,918 --
Net gain on disposal of equipment 2,031 --
--------- ---------
26,949 --
--------- ---------
Net earnings (loss) $ 285,044 $ (16,848)
========= =========
Allocation of net earnings (loss):
General partner $ 26,687 $ (169)
Limited partners 258,357 (16,679)
--------- ---------
$ 285,044 $ (16,848)
========= =========
Limited partners' per unit share of net earnings $ 0.26 $ (0.14)
========= =========
</TABLE>
The accompanying notes are an integral part of these financial statements.
5
<PAGE> 6
CRONOS GLOBAL INCOME FUND XVI, L.P.
STATEMENT OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
For the Period March 29, 1996,
Three Months Ended (Commencement of Operations)
March 31, 1997 through March 31, 1996
------------------------ ----------------------------
<S> <C> <C>
Net cash provided by operating activities $ 679,017 $ --
Cash flows used in investing activities:
Purchase of container rental equipment (1,786,590) --
Acquisition fees paid to general partner (89,330) --
----------- -----------
Net cash used in investing activities (1,875,920) --
----------- -----------
Cash flows provided by (used in) financing activities:
Capital contributions 1,931,060 2,374,460
Underwriting commissions (193,196) --
Offering and organizational expenses (91,494) --
Distribution to partners (545,611) --
----------- -----------
Net cash provided by financing activities 1,100,759 2,374,460
----------- -----------
Net increase (decrease) in cash and cash equivalents (96,144) 2,374,460
Cash and cash equivalents at January 1 1,755,884 100
----------- -----------
Cash and cash equivalents at March 31 $ 1,659,740 $ 2,374,560
=========== ===========
</TABLE>
The accompanying notes are an integral part of these financial statements.
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 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 terminates December 27, 1997.
As of March 31, 1997, the Partnership operated 3,853 twenty-foot,
1,050 forty-foot and 460 forty-foot high-cube marine dry cargo
containers, 90 twenty-foot and 300 forty-foot refrigerated 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
<PAGE> 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 March 31,
1997 and December 31, 1996 were as follows:
<TABLE>
<CAPTION>
March 31, December 31,
1997 1996
--------- ------------
<S> <C> <C>
Lease receivables, net of doubtful accounts
of $9,087 at March 31, 1997 and $7,329
at December 31, 1996 $900,402 $755,259
Less:
Direct operating payables and accrued expenses 308,913 302,271
Damage protection reserve 37,004 17,860
Base management fees 190,470 124,420
Reimbursed administrative expenses 154,589 102,575
-------- --------
$209,426 $208,133
======== ========
</TABLE>
(Continued)
8
<PAGE> 9
CRONOS GLOBAL INCOME FUND XVI, L.P.
NOTES TO UNAUDITED FINANCIAL STATEMENTS
(3) Due to General Partner
The amounts due to CCC and its affiliates at March 31, 1997 and December
31, 1996 consist of acquisition fees.
(4) 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 months ended March 31, 1997
and the period March 29, 1996 (commencement of operations) through March
31, 1996 was as follows:
<TABLE>
<CAPTION>
For the Period March 29, 1996,
Three Months Ended (Commencement of Operations)
March 31, 1997 through March 31, 1996
------------------- -------------------------------
<S> <C> <C>
Rental revenue $946,791 $3,300
Less:
Rental equipment operating expenses 166,248 1,000
Base management fees 66,051 231
Reimbursed administrative expenses 52,014 159
-------- ------
$662,478 $1,910
======== ======
</TABLE>
(Continued)
9
<PAGE> 10
CRONOS GLOBAL INCOME FUND XVI, L.P.
NOTES TO UNAUDITED FINANCIAL STATEMENTS
(5) Container Rental Equipment Purchases
As of March 31, 1997, the Partnership had purchased the following types of
container rental equipment:
<TABLE>
<CAPTION>
Purchased from
Purchased Container Total
Equipment Type from CCC Manufacturers Purchased
-------------- --------- ------------- ---------
<S> <C> <C> <C>
Dry Cargo Containers:
Twenty-foot - 3,853 3,853
Forty-foot - 1,050 1,050
Forty-foot high-cube - 460 460
Refrigerated Cargo Containers:
Twenty-foot - 90 90
Forty-foot high-cube - 300 300
Tank Containers:
24,000-liter - 52 52
</TABLE>
The aggregate purchase price (excluding acquisition fees) of the equipment
acquired by the Partnership through March 31, 1997 was $25,525,844, of
which $557,170 remained payable. The aggregate equipment had been acquired
from third-party container manufacturers located in South Korea, India,
the People's Republic of China, Thailand and the United Kingdom. At March
31, 1997, the Partnership has committed to purchase from container
manufacturers an additional 150 forty-foot dry cargo containers at an
aggregate manufacturer's invoice cost of approximately $557,170. The
Partnership expects to accept delivery of this new equipment during the
second quarter of 1997.
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 March 31, 1997 and
December 31, 1996.
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. On February 3, 1997, Cronos Capital Corp. ("CCC"), the general
partner, suspended the offer and sale of units in the Registrant.
Information concerning the suspended offer and sale of units in the
Registrant is incorporated by reference to the discussion in the
Supplement dated February 6, 1997 to the Registration Statement on Form
S-1, dated December 28, 1995 as supplemented December 27, 1996. The
offering terminates December 27, 1997. For the period December 28, 1995
through February 3, 1997, the Registrant raised $31,993,340 in
subscription proceeds. The following table sets forth the use of said
subscription proceeds as of May 31, 1997.
<TABLE>
<CAPTION>
Percentage of
Amount Gross Proceeds
------ --------------
<S> <C> <C>
Gross Subscription Proceeds $31,993,340 100.0%
Public Offering Expenses:
Underwriting Commissions 3,199,334 10.0%
Offering and Organizational Expenses 1,481,117 4.6%
----------- -----
Total Public Offering Expenses 4,680,451 14.6%
----------- -----
Net Proceeds 27,312,889 85.4%
Acquisition Fees 1,266,834 4.0%
Working Capital Reserve 319,933 1.0%
Unexpended Proceeds 389,448 1.2%
----------- -----
Gross Proceeds Invested in Equipment $25,336,674 79.2%
=========== =====
</TABLE>
The Registrant's cash balances as of March 31, 1997 totalled $784,421
included unexpended proceeds of the offering, together with interest
earned thereon, and amounts reserved as working capital. 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
Registrant. During the Registrant's first year of operations, and pending
the build-up of the Registrant's fleet of equipment, the general partner
and its affiliates have agreed to defer the deduction of all base
management fees and reimbursable administrative expenses from the leasing
receivables due to the Registrant. At March 31, 1997, these deferred fees
and expenses totaled $345,059.
11
<PAGE> 12
The Registrant may rely upon financing to purchase a portion of its
equipment. The amount of long-term borrowing secured by the Registrant
will not exceed 20% of the aggregate purchase price of the Registrant's
equipment. Once the Registrant completes its acquisition of equipment, the
Registrant intends to maintain an ongoing reserve approximately equal to
the greater of 1% of gross proceeds, or $100,000, to meet anticipated
expenses of managing the equipment. The level of reserves will vary from
time to time depending upon market conditions and the anticipated needs of
the Registrant. The Registrant will not reinvest its revenues for the
purchase of additional equipment. Pending expenditure for operations or
distribution to the partners, these amounts may be invested in short-term,
liquid investments.
At March 31, 1997, the Registrant has committed to purchase an additional
150 forty-foot dry cargo containers at an aggregate manufacturers' invoice
cost of approximately $557,170. The Registrant expects to accept delivery
of this new equipment during the second quarter of 1997.
During 1996, ocean carriers and other transport companies moved away from
leasing containers outright, as declining container prices, favorable
interest rates and the abundance of available capital resulted in ocean
carriers and transport companies purchasing a larger share of equipment
for their own account, reducing the demand for leased containers. Once the
demand for leased containers began to fall, per-diem rental rates were
also adversely affected. These conditions continued to exist throughout
the first quarter of 1997, impacting the Registrant's financial condition
and results of operations. The Leasing Company continues to implement
various marketing strategies, including but not limited to, offering
incentives to shipping companies, repositioning containers to high demand
locations and focusing towards term leases and other leasing opportunities
including the leasing of containers for local storage, in order to counter
current leasing market conditions. These conditions are expected to
continue throughout 1997, impacting the Registrant's liquidity and capital
resources.
2) Material changes in the results of operations between the three-month
period ended March 31, 1997 and the period March 29, 1996 (commencement of
operations) through March 31, 1996.
The Registrant did not commence operations until March 29, 1996, therefore
a discussion of comparative periods cannot be made. Net lease revenue for
the first quarter of 1997 was $662,478. The Registrant's net lease revenue
is directly related to the size of its fleet and 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 which period the Registrant experiences 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 which 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, 1997 and March 31, 1996 were as follows:
<TABLE>
<CAPTION>
March 31, March 31,
1997 1996
--------- ---------
<S> <C> <C>
Fleet size (measured in twenty-foot
equivalent units (TEU))
Dry cargo containers 6,798 600
Refrigerated containers 690 35
Tank containers 52 17
Average utilization
Dry cargo containers 77.2% 7.3%
Refrigerated containers 90.4% -
Tank containers 84.7% -
</TABLE>
12
<PAGE> 13
As reported in the Registrant's Current Report on Form 8-K and Amendment
No. 1 to Current Report on Form 8-K, filed with the Commission on February
6, 1997 and February 26, 1997, respectively, Arthur Andersen, London,
England, resigned as auditors of The Cronos Group, a Luxembourg
Corporation headquartered in Orchard Lea, England (the "Parent Company"),
on February 3, 1997.
The Parent Company is the indirect corporate parent of Cronos Capital
Corp., the General Partner of the Registrant. In its letter of resignation
to the Parent Company, Arthur Andersen states that it resigned as auditors
of the Parent Company and all other entities affiliated with the Parent
Company. While its letter of resignation was not addressed to the General
Partner of the Registrant, Arthur Andersen confirmed to the General
Partner that its resignation as auditors of the entities referred to in
its letter of resignation included its resignation as auditors of Cronos
Capital Corp. and the Registrant.
The Registrant does not, at this time, have sufficient information to
determine the impact, if any, that the concerns expressed by Arthur
Andersen in its letter of resignation may have on the future operating
results and financial condition of the Registrant or the Leasing Company's
ability to manage the Registrant's fleet in subsequent periods. However,
the General Partner of the Registrant 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 report on the financial statements of Cronos Capital
Corp. and the Registrant, for either of the past two years, has not
contained an adverse opinion or a disclaimer of opinion, nor was any such
report qualified or modified as to uncertainty, audit scope, or accounting
principles.
During the Registrant's most recent fiscal year and the subsequent interim
period preceding Arthur Andersen's resignation, there have been no
disagreements between Cronos Capital Corp. or the Registrant and Arthur
Andersen on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedure.
Due to the nature and timing of Arthur Andersen's resignation, the Parent
Company and General Partner were unable to name a successor auditor on
behalf of the Registrant until it retained Moore Stephens, P.C. ("Moore
Stephens") on April 10, 1997, as reported in the Registrant's Current
Report on Form 8-K, filed April 14, 1997.
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.
13
<PAGE> 14
PART II - OTHER INFORMATION
Item 5. Other Materially Important Events
Equipment Acquisitions
Pursuant to its 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 March 31, 1997:
<TABLE>
<CAPTION>
Purchased from Registrant's
Purchased Container Total Average Cost
Equipment Type from CCC Manufacturers Purchased Per Container
-------------- -------- ------------- --------- -------------
<S> <C> <C> <C> <C>
Dry Cargo Containers:
Twenty-foot - 3,853 3,853 $ 2,369
Forty-foot - 1,050 1,050 $ 3,521
Forty-foot high-cube - 460 460 $ 3,878
Refrigerated Cargo Containers:
Twenty-foot - 90 90 $21,108
Forty-foot high-cube - 300 300 $25,655
Tank Containers:
24,000-liter - 52 52 $25,394
</TABLE>
The aggregate purchase price (excluding acquisition fees) of the
equipment acquired by the Registrant through March 31, 1997 was
$25,525,844, of which $557,170 remained payable. The aggregate
equipment had been acquired from third-party container manufacturers
located in South Korea, India, the People's Republic of China,
Thailand and the United Kingdom. At March 31, 1997, the Registrant has
committed to purchase from container manufacturers an additional 150
forty-foot dry cargo containers at an aggregate manufacturers' invoice
cost of approximately $557,170.
14
<PAGE> 15
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, 1996
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>
(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 March 31, 1997.
The Registrant filed a Report on Form 8-K, February 6, 1997 and Amendment
No. 1 to Report on Form 8-K dated February 26, 1997, reporting the
resignation of the Registrant's certifying accountant.
The Registrant filed a Report on Form 8-K, April 14, 1997, reporting the
appointment of the Registrant's successor certifying accountant.
___________
* Incorporated by reference to Exhibit "A" to the Prospectus of the
Registrant dated December 28, 1996, 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
<PAGE> 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/ JOHN KALLAS
-------------------------------
John Kallas
Vice President, Treasurer
Principal Finance & Accounting Officer
Date: June 16, 1997
16
<PAGE> 17
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, 1996
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, 1996, 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 MARCH 31, 1997 (UNAUDITED) AND THE STATEMENT OF OPERATIONS FOR THE
QUARTERLY PERIOD ENDED MARCH 31, 1997 (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 31, 1997
</LEGEND>
<S> <C>
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<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> MAR-31-1997
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<PP&E> 26,800,273
<DEPRECIATION> 1,272,645
<TOTAL-ASSETS> 27,614,858
<CURRENT-LIABILITIES> 585,254
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 27,029,604
<TOTAL-LIABILITY-AND-EQUITY> 27,614,858
<SALES> 0
<TOTAL-REVENUES> 662,478
<CGS> 0
<TOTAL-COSTS> 404,383
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<EXTRAORDINARY> 0
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<NET-INCOME> 285,044
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</TABLE>
