UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

þ		QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

o		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number 0-27496

CRONOS GLOBAL INCOME FUND XVI, L.P.

(Exact name of registrant as specified in its charter)

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

One Front Street, Suite 925, 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 þ No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (17 C.F.R. §232.405) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes o No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act:

Large accelerated filer o		Accelerated filer o		Non-accelerated filer o		Smaller reporting company þ
				(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o No þ

 

 

CRONOS GLOBAL INCOME FUND XVI, L.P.

Report on Form 10-Q for the Quarterly Period
Ended September 30, 2010

TABLE OF CONTENTS

		PAGE
PART I — FINANCIAL INFORMATION			1
Item 1. Financial Statements			1
Unaudited Condensed Balance Sheets as of September 30, 2010 and December 31, 2009			2
Unaudited Condensed Statements of Operations for the three and nine months ended September 30, 2010 and 2009			3
Unaudited Condensed Statements of Cash Flows for the nine months ended September 30, 2010 and 2009			4
Unaudited Notes to the Condensed Financial Statements			5
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations			11
Item 3. Quantitative and Qualitative Disclosures About Market Risk			16
Item 4. Controls and Procedures			16
Item 4T. Controls and Procedures			16
PART II — OTHER INFORMATION			17
Item 1. Legal Proceedings			17
Item 1A. Risk Factors			17
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds			17
Item 3. Defaults Upon Senior Securities			17
Item 4. [Removed and Reserved]			17
Item 5. Other Information			17
Item 6. Exhibits			17
EX-31.1
EX-31.2
EX-32

PART I — FINANCIAL INFORMATION

Item 1. Financial Statements

Presented herein are Cronos Global Income Fund XVI, L.P.’s (the “Partnership”) condensed balance sheets as of September 30, 2010 and December 31, 2009, condensed statements of operations for the three and nine months ended September 30, 2010 and 2009, and condensed statements of cash flows for the nine months ended September 30, 2010 and 2009 (collectively the “Financial Statements”), prepared by the Partnership without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to such rules and regulations, although the Partnership believes that the disclosures are adequate to make the information presented not misleading. These Financial Statements should be read in conjunction with the financial statements and the notes thereto included in the Partnership’s Annual Report on Form 10-K for the year ended December 31, 2009. These Financial Statements reflect, in the opinion of the Partnership and Cronos Capital Corp., the general partner, all adjustments (consisting only of normal recurring adjustments) necessary to present fairly the results for the interim periods. The statements of operations for such interim periods are not necessarily indicative of the results for the full year.

The information in this Quarterly Report on Form 10-Q contains certain “forward-looking statements” within the meaning of the securities laws. These forward-looking statements reflect the current view of the Partnership with respect to future events and financial performance and are subject to a number of risks and uncertainties, many of which are beyond the Partnership’s control. All statements, other than statements of historical fact included in this report, including the statements under “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” regarding the Partnership’s strategy, future operations, financial position, estimated revenues, projected costs, prospects, plans and objectives of the Partnership are forward-looking statements. When used in this report, the words “would”, “believe”, “anticipate”, “intend”, “estimate”, “expect”, “project”, and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. All forward-looking statements speak only as of the date of this report. The Partnership does not undertake any obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise. Although the Partnership believes that its plans, intentions and expectations reflected in or suggested by the forward-looking statements made in this report are reasonable, the Partnership can give no assurance that these plans, intentions or expectations will be achieved. Future economic and industry trends that could potentially impact revenues and profitability are difficult to predict.

CRONOS GLOBAL INCOME FUND XVI, L.P.

Condensed Balance Sheets

(Unaudited)

		September 30,				December 31,
		2010				2009
Assets
Current assets:
Cash		$	484,513			$	650,666
Net lease receivables due from Leasing Agent			367,523				182,324
Direct financing lease receivable, due from Leasing Agent within one year, net			24,418				26,485
Total current assets			876,454				859,475
Direct financing lease receivable, due from Leasing Agent after one year, net			51,722				67,711
Container rental equipment, at cost			11,585,977				13,976,467
Less accumulated depreciation			(8,950,000	)			(10,330,153	)
Net container rental equipment			2,635,977				3,646,314
Total assets		$	3,564,153			$	4,573,500
Partners’ Capital
Partners’ capital:
General partner			2,805				1,697
Limited partners			3,561,348				4,571,803
Total partners’ capital		$	3,564,153			$	4,573,500

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

CRONOS GLOBAL INCOME FUND XVI, L.P.

Condensed Statements of Operations

(Unaudited)

		Three Months Ended								Nine Months Ended
		September 30,				September 30,				September 30,				September 30,
		2010				2009				2010				2009
Net lease revenue from Leasing Agent		$	257,595			$	181,459			$	650,972			$	704,843
Other operating (expenses) income:
Depreciation			(176,434	)			(226,548	)			(560,208	)			(732,033	)
Other general and administrative expenses			(31,906	)			(33,328	)			(106,000	)			(86,637	)
Net gain on disposal of equipment			110,999				76,542				309,107				164,178
			(97,341	)			(183,334	)			(357,101	)			(654,492	)
Net income (loss)		$	160,254			$	(1,875	)		$	293,871			$	50,351
Allocation of net income (loss):
General partner		$	8,657			$	15,697			$	31,260			$	56,777
Limited partners			151,597				(17,572	)			262,611				(6,426	)
		$	160,254			$	(1,875	)		$	293,871			$	50,351
Limited partners’ per unit share of net income (loss)		$	0.09			$	(0.01	)		$	0.16			$	—

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

CRONOS GLOBAL INCOME FUND XVI, L.P.

Condensed Statements of Cash Flows

(Unaudited)

		Nine Months Ended
		September 30,				September 30,
		2010				2009
Net cash provided by operating activities		$	496,704			$	719,040
Cash flows from investing activities:
Proceeds from sale of container rental equipment			640,361				911,574
Cash flows from financing activities:
Distributions to general partner			(30,152	)			(56,311	)
Distributions to limited partners			(1,273,066	)			(1,786,294	)
Net cash used in financing activities			(1,303,218	)			(1,842,605	)
Net decrease in cash			(166,153	)			(211,991	)
Cash at the beginning of the period			650,666				886,181
Cash at the end of the period		$	484,513			$	674,190

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

CRONOS GLOBAL INCOME FUND XVI, L.P.

Notes to Unaudited Condensed 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 that was organized under the laws of the State of California on September 1, 1995, for the purpose of owning and leasing dry and specialized marine cargo containers to ocean carriers. 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, Cronos Capital Corp. (“CCC”), the general partner, and all affiliates of CCC). 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.
			CCC and its affiliate, Cronos Containers Limited (the “Leasing Agent”), manage the business of the Partnership. CCC and the Leasing Agent also manage the container leasing business for other partnerships affiliated with CCC.
			In April 2010, the Partnership commenced its 15th year of operations. The Partnership is continuing its liquidation phase, wherein CCC focuses its attention on the retirement of the remaining equipment in the Partnership’s container fleet. At September 30, 2010, approximately 50% of the original equipment remained in the Partnership’s fleet. CCC will take several factors into consideration when examining options for the timing of the disposal of the containers. These factors include the level of gross lease revenue generated by the diminishing fleet, the level of costs relative to this revenue, projected disposal proceeds on the disposition of the Partnership’s containers, overall market conditions and any foreseeable changes in other general and administrative expenses. During the first half of 2011, CCC may distribute a request for proposal (“RFP”) to prospective third party investors. The decision to distribute a RFP has not yet been taken. A RFP would seek to determine any interest such parties may have in purchasing the remaining containers owned by the Partnership. CCC will not make any decision relating to the final liquidation of the Partnership until any such proposals have been received and fully evaluated.
			The Partnership’s operations are subject to economic, political and business risks inherent in a business environment. The Partnership believes that the profitability of, and risks associated with, leases to foreign customers are generally the same as those to domestic customers. The Partnership’s leases generally require all payments to be made in United States dollars.
	(b)		Leasing Agent
			The Partnership and the Leasing Agent have entered into an agreement (the “Leasing Agent Agreement”) whereby the Leasing Agent manages the leasing operations for all equipment owned by the Partnership. In addition to responsibility for leasing and re-leasing the equipment to ocean carriers, the Leasing Agent disposes of the containers at the end of their useful economic life 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 Agent to use the containers owned by the Partnership, together with other containers owned or managed by the Leasing Agent and its affiliates, as part of a single fleet operated without regard to ownership. The Leasing Agent Agreement generally provides that the Leasing Agent will make payments to the Partnership based upon rentals collected from ocean carriers after deducting direct operating expenses and management fees due both to CCC and the Leasing Agent.
			The Leasing Agent leases containers to ocean carriers, generally under operating leases which are either master leases or term leases (mostly one to five years) and periodically under direct finance leases.

CRONOS GLOBAL INCOME FUND XVI, L.P.

Notes to Unaudited Condensed Financial Statements

			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 charged and recognized based upon the number of containers used and the applicable per-diem rate. Accordingly, rentals under master leases are variable and contingent upon the number of containers used.
			Term leases are for a fixed quantity of containers for a fixed period of time, typically varying from three to five years. In most cases, containers cannot be returned prior to the expiration of the lease. Term lease agreements may contain early termination penalties that apply in the event of early redelivery. Term leases provide greater revenue stability to the lessor, usually at lower lease rates than master leases. Ocean carriers use term leases to lower their operating costs when they have a need for an identified number of containers for a specified term. Rentals under term leases are charged and recognized based upon the number of containers leased, the applicable per-diem rate and the length of the lease, irrespective of the number of days which the customer actually uses the containers.
			Direct financing leases are long-term in nature, usually ranging from three to seven years, and require relatively low levels of customer service. They ordinarily require fixed payments over a defined period and provide customers with an option to purchase the subject containers at the end of the lease term. Per-diem rates include an element of repayment of capital and therefore are usually higher than rates charged under either term or master leases.
	(c)		Basis of Presentation
			The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by US GAAP for annual financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the interim period are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2010. For further information, refer to the financial statements and footnotes thereto included in the Partnership’s Annual Report on Form 10-K for the year ended December 31, 2009 filed with the Securities and Exchange Commission (“SEC”).
	(d)		Use of Estimates in Interim Financial Statements
			The preparation of interim financial statements, in conformity with US GAAP and SEC regulations for interim reporting, 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 most significant estimates are those relating to the carrying value of equipment, including estimates relating to depreciable lives and residual values, and those relating to the allowance for doubtful accounts. Actual results could differ from those estimates.

CRONOS GLOBAL INCOME FUND XVI, L.P.

Notes to Unaudited Condensed Financial Statements

	(e)		Container Rental Equipment
			Container rental equipment is depreciated over a 15-year life using the straight-line basis to its residual value of 10% of original equipment cost. The Partnership and CCC evaluates the period of depreciation and residual values to determine whether subsequent events and circumstances warrant revised estimates of useful lives.
			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 projecting future cash flows from container rental equipment operations is prepared when indicators, such as material changes in market conditions, are present. Indicators of a potential impairment include a sustained decrease in utilization or operating profitability, or indications of technological obsolescence. The primary variables utilized by the analysis are current and projected utilization rates, per-diem rental rates, direct operating expenses, fleet size, container disposal proceeds and the timing of container disposals. Additionally, the Partnership evaluates future cash flows and potential impairment for its entire fleet rather than for each container type or individual container. 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 recorded against the carrying value of container rental equipment for the three or nine-month periods ended September 30, 2010 and 2009.
	(f)		Allocation of Net Income or Loss, Partnership Distributions and Partners’ Capital
			Net income or loss has been allocated between the general and limited partners in accordance with the Partnership Agreement. The Partnership Agreement generally provides that CCC shall at all times maintain at least a 1% interest in each item of income or loss, including the gain arising from the sale of containers. The Partnership Agreement further provides that the gain arising from the sale of containers be allocated first to the partners with capital account deficit balances in an amount sufficient to eliminate any deficit capital account balance. Thereafter, the Partnership’s gains arising from the sale of containers are allocated to the partners in accordance with their share of sale proceeds distributed. The Partnership Agreement also provides for income (excluding the gain arising from the sale of containers) for any period, be allocated to CCC in an amount equal to that portion of CCC’s distributions in excess of 1% of the total distributions made to both CCC and the limited partners of the Partnership for such period, as well as other allocation adjustments.
			Actual cash distributions differ from the allocations of net income or loss between the general and limited partners as presented in these financial statements. Partnership distributions are paid to the partners (general and limited) from distributable cash from operations, allocated 95% to the limited partners and 5% to CCC. Distributions of sales proceeds are allocated 99% to the limited partners and 1% to CCC. The allocations remain in effect until such time as the limited partners have received from the Partnership aggregate distributions in an amount equal to their capital contributions plus an 8% cumulative, compounded (daily), annual return on their adjusted capital contributions. Thereafter, all Partnership distributions will be allocated 85% to the limited partners and 15% to CCC. Cash distributions from operations to CCC in excess of 5% of distributable cash will be considered an incentive fee and will be recorded as compensation to CCC, with the remaining distributions from operations charged to partners’ capital.

CRONOS GLOBAL INCOME FUND XVI, L.P.

Notes to Unaudited Condensed Financial Statements

Upon dissolution, the assets of the Partnership will be sold and the proceeds thereof distributed as follows: (i) all of the Partnership’s debts and liabilities to persons other than CCC or the limited partners shall be paid and discharged; (ii) all of the Partnership’s debts and liabilities to CCC and the limited partners shall be paid and discharged; and (iii) the balance of such proceeds shall be distributed to CCC and the limited partners in accordance with the positive balances of CCC and the limited partners’ capital accounts. CCC shall contribute to the Partnership, if necessary, an amount equal to the lesser of the deficit balance in its capital account at the time of such liquidation, or 1.01% of the excess of the Limited Partners’ capital contributions to the Partnership over the capital contributions previously made to the Partnership by CCC, after giving effect to the allocation of income or loss arising from the liquidation of the Partnership’s assets.

(2)

Net Lease Receivables Due from Leasing Agent

Net lease receivables due from Leasing Agent at September 30, 2010 and December 31, 2009 comprised:

		September 30,				December 31,
		2010				2009
Gross lease receivables		$	494,942			$	391,120
Less:
Direct operating expenses payable			75,293				155,879
Base management fees payable			18,643				18,860
Reimbursed administrative expenses payable			5,269				6,873
Allowance for doubtful accounts			28,214				27,184
Net lease receivables due from Leasing Agent		$	367,523			$	182,324

		Included within the amount of gross lease receivables at September 30, 2010 is $116,789 in respect of amounts owed by the Leasing Agent in relation to disposal related invoices.
		At September 30, 2010 and December 31, 2009, respectively, amounts of $2,218 and $1,761 were recorded as doubtful debt expense. In addition, $677 was written-off in the three months ended September 30, 2010; no write-offs were recorded in the three months ended September 30, 2009. In the nine months ended September 30, 2010 and 2009, respectively, $1,188 and $5,620 were written-off.

CRONOS GLOBAL INCOME FUND XVI, L.P.

Notes to Unaudited Condensed Financial Statements

(3)		Net Lease Revenue
		Net lease revenue for the three and nine-month periods ended September 30, 2010 and 2009 comprised:

		Three Months Ended								Nine Months Ended
		September 30,				September 30,				September 30,				September 30,
		2010				2009				2010				2009
Gross lease revenue		$	312,678			$	333,252			$	924,230			$	1,166,746
Interest income from direct financing leases			7,999				5,557				25,297				10,739
Less:
Direct operating expenses			25,388				114,312				182,677				330,954
Base management fees			22,409				23,535				65,444				81,151
Reimbursed administrative expenses
Salaries			11,003				14,783				37,364				45,568
Other payroll related expenses			1,452				1,215				4,268				4,280
General and administrative expenses			2,830				3,505				8,802				10,689
			63,082				157,350				298,555				472,642
Net lease revenue		$	257,595			$	181,459			$	650,972			$	704,843

(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 to assess its performance, and about which separate financial information is available. CCC and the Leasing Agent operate the Partnership’s container fleet as a homogenous unit and have determined that as such, it has a single reportable operating segment.
		A summary of gross lease revenue earned by each Partnership container type for the periods ended September 30, 2010 and 2009 follows:

		Three Months Ended								Nine Months Ended
		September 30,				September 30,				September 30,				September 30,
		2010				2009				2010				2009
Dry cargo containers		$	256,673			$	256,508			$	741,088			$	899,779
Refrigerated containers			20,587				40,908				73,426				154,391
Tank containers			35,418				35,836				109,716				112,576
Total		$	312,678			$	333,252			$	924,230			$	1,116,746

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, the Partnership believes that it does not possess discernible geographic reporting segments.

CRONOS GLOBAL INCOME FUND XVI, L.P.

Notes to Unaudited Condensed Financial Statements

(5)		Limited Partners’ Capital
		Cash distributions made to the limited partners for the nine-month periods ended September 30, 2010 and 2009 were as follows:

		Nine Months Ended
		September 30,				September 30,
		2010				2009
Cash distributions from operations		$	406,579			$	899,812
Cash distributions from sales proceeds			866,487				886,482
Total cash distributions		$	1,273,066			$	1,786,294

		These distributions are used in determining “Adjusted Capital Contributions” as defined by the Partnership Agreement.
		The limited partners’ per unit share of capital at September 30, 2010 and December 31, 2009, was $2.23 and $2.86, respectively. This is calculated by dividing the limited partners’ capital at the end of September 30, 2010, and December 31, 2009, by 1,599,667, the total number of outstanding limited partnership units.

(6)		Cronos Ltd.
		Cronos Ltd. (“Cronos”), a Bermuda exempted company, is the parent of CCC, the general partner of the Partnership. On July 28, 2010, Cronos consummated several transactions with investment funds affiliated with Kelso & Company, L.P. (“Kelso”), a private equity firm based in New York. Pursuant to the transactions, affiliated investment funds of Kelso acquired a majority interest in Cronos through a newly-organized holding company, Cronos Holding Company Ltd., a Bermuda exempted company.
		In connection with the transactions with Kelso, Dennis J. Tietz has retired as a director of CCC. Messrs. Younger, Vaughan, and Kallas remain as directors of CCC, and CCC remains a wholly-owned subsidiary of Cronos.

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

     The following discussion of the Partnership’s historical financial condition and results of operations should be read in conjunction with the Partnership’s December 31, 2009, Annual Report on Form 10-K and the financial statements and the notes thereto appearing elsewhere in this report.

Results of Operations

Partnership Overview

     Pursuant to the Limited Partnership Agreement of the Partnership, all authority to administer the business of the Partnership is vested with CCC. A Leasing Agent Agreement exists between the Partnership and the Leasing Agent, whereby the Partnership contracted with the Leasing Agent to manage the leasing operations for all equipment owned by the Partnership. In addition to responsibility for leasing and re-leasing the equipment to ocean carriers, the Leasing Agent disposes of the containers at the end of their useful economic life. The Leasing Agent has full discretion over which ocean carriers and suppliers of goods and services it may deal with. The Leasing Agent Agreement permits the Leasing Agent to use the containers owned by the Partnership, together with other containers owned or managed by the Leasing Agent and its affiliates, as part of a single fleet operated without regard to ownership.

     All of the revenue generated by the Partnership comes from the leasing and sale of marine dry cargo, refrigerated and tank containers. The primary component of the Partnership’s results of operations is net lease revenue. Net lease revenue is determined by deducting direct operating expenses, management fees and reimbursed administrative expenses from the gross lease revenues that are generated from the leasing of the Partnership’s containers. Gross lease revenue is directly related to the size, utilization and per-diem rental rates of the Partnership’s fleet. Direct operating expenses are direct costs associated with the Partnership’s containers and may be categorized as follows:

	•		Activity-related expenses, including agent costs and depot costs such as repairs, maintenance and handling;
	•		Inventory-related expenses for off-hire containers, comprising storage and repositioning costs. These costs are sensitive to the quantity of off-hire containers as well as the frequency at which containers are re-delivered and the frequency and size of repositioning moves undertaken; and
	•		Legal and other expenses, including legal costs related to the recovery of containers and doubtful accounts, insurance and provisions for doubtful accounts.

     The following table summarizes the composition of the Partnership’s operating lease fleet based on container type, and is measured in twenty foot equivalent units (TEUs) at September 30, 2010:

		Dry Cargo				Refrigerated
		Containers				Containers				Tank Containers				Total
Container on lease:
Master lease			4,313				37				15				4,365
Term lease
Short term1			168				1				13				182
Long term2			1,223				18				13				1,254
			1,391				19				26				1,436
Subtotal			5,704				56				41				5,801
Containers off-hire			86				7				8				101
Total container fleet			5,790				63				49				5,902

     At September 30, 2010, approximately 50% of the original equipment remained in the Partnership’s operating fleet, compared to approximately 57% at December 31, 2009. The following table details the proportion of the operating lease fleet remaining by product type, and is measured in TEUs:

		Dry Cargo Containers								Refrigerated Containers								Tank Containers								Total
		TEU					%			TEU					%			TEU					%			TEU					%
Total purchases			11,053				100	%			690				100	%			52				100	%			11,795				100	%
Less disposals			5,263				48	%			627				91	%			3				6	%			5,893				50	%
Remaining fleet at September 30, 2010			5,790				52	%			63				9	%			49				94	%			5,902				50	%

Market & Industry Overview

     The utilization rate for the Partnership’s container fleet was 98% at September 30, 2010. The combined effects of increased trade volumes on major trade routes, the practice of slow steaming employed by many of the shipping lines, the reduction in the size of the global container fleet in 2009 and the capital constraints experienced by many shipping lines have placed greater reliance on leasing companies. Demand for leased containers has increased as a result. Lease rates have remained relatively stable as equipment has been being leased out under existing contractual terms. Leasing companies have also reported a corresponding decline in direct operating expenses, particularly inventory-related expenses, as off-hire container volumes have decline in line with the improved market.

     The strong leasing market means that the supply of containers available for sale into the secondary market has fallen, and that prices have increased. The Partnership disposed of 193 containers in the third quarter of 2010 compared to 230 in the same period of 2009. The average disposal proceeds per 20-foot dry cargo container, sold at the end of its economic life, in the third quarter of 2010 increased by 24% to $1,025 when compared to the same period of 2009. Future proceeds and the volume of containers disposed will be highly dependent on factors such as the performance of the container leasing market, regional economics, currency fluctuations, new equipment prices and the volume of new equipment available for leasing.

     In spite of the improvement in the market, there is still a risk of customer defaults in the future as shipping lines continue to recover from the poor market conditions of recent years.

     The Partnership’s average fleet size and utilization rates for the nine-month periods ended September 30, 2010 and 2009 were as follows:

		Nine Months Ended
		September 30,				September 30,
		2010				2009
Average fleet size (measured in TEUs)
Dry cargo containers			6,082				7,345
Refrigerated containers			79				173
Tank containers			50				51
Utilization rates for combined fleet
Average for the period			90	%			83	%
At end of period			98	%			80	%

Three Months Ended September 30, 2010 Compared to the Three Months Ended September 30, 2009

Overview

     Net income for the three months ended September 30, 2010, was $160,254, an increase of $162,129, when compared to the corresponding period in the prior year, when a net loss of $1,875 was reported. The primary reasons for the change in profitability were:

	•		The Partnership experienced stronger market conditions for leased containers;
	•		Depreciation expense was lower than in the prior year, as the Partnership continued to sell equipment that had reached the end of its useful economic life for maritime leasing; and
	•		The level of gains recorded on equipment disposals increased.

Analysis and discussion

     Net lease revenue increased by $76,136, or 42%, in the third quarter of 2010 when compared to the corresponding period in 2009. The increase was primarily due to:

	•		a $88,924, or 78%, decline in direct operating expenses as a result of the increase in utilization and corresponding decline in inventories of off-hire equipment, which resulted in a reduction in both activity-related and inventory-related expenses, partially offset by
	•		a $20,574 reduction in gross lease revenue (a component of net lease revenue), that was attributable to the reduction in the Partnership’s fleet size.

     Other components of net lease revenue are interest income from direct financing leases, management fees and reimbursed administrative expenses. Interest income from direct financing leases increased by $2,442 and management fees and reimbursed administrative expenses decreased by $5,314, when compared to the corresponding period of 2009.

     Depreciation expense of $176,434 was $50,114, or 22%, lower than in the corresponding period in 2009. This was a direct result of the decline of the size of the Partnership’s fleet and the fact that some of the Partnership fleet is now fully depreciated.

     Other general and administrative expenses were $31,906 for the three-month period ended September 30, 2010, a decrease of $1,422, or 4%, when compared to the same period in 2009. The decrease was attributable to lower fees for investor administrative services.

     Net gain on disposal of equipment for the three months ended September 30, 2010, was $110,999, an increase of $34,457, or 45%, when compared to the corresponding period in 2009. The increase in the net gain was primarily due to the lower net book value of container units.

Nine Months Ended September 30, 2010 Compared to the Nine Months Ended September 30, 2009

Overview

     Net income for the nine months ended September 30, 2010, was $293,871, an increase of $243,520, when compared to the corresponding period in the prior year. The primary reasons for the change in profitability were:

	•		The Partnership experienced stronger market conditions for leased containers;
	•		Depreciation expense was lower than in the prior year, as the Partnership continued to sell equipment that had reached the end of its useful economic life for maritime leasing; and
	•		The level of gains recorded on equipment disposals increased.

Analysis and discussion

     Net lease revenue decreased by $53,871, or 8%, in the first nine months of 2010 when compared to the corresponding period in 2009. The decline was primarily due to:

	•		a $242,516 decrease in gross lease revenue (a component of net lease revenue), which was attributable to the reduction in Partnership’s fleet size. This was offset to some extent by the increase in gross lease revenue generated by the increased volume of on-lease containers; and
	•		a $148,277 decline in direct operating expenses as a result of the increase in utilization and corresponding reduction in inventories of off-hire equipment, which resulted in the reduction of both activity-related and inventory-related expenses.

     Other components of net lease revenue are interest income from direct financing leases, management fees and reimbursed administrative expenses. Interest income from direct financing leases increased by $14,558 and management fees and reimbursed administrative expenses decreased by $25,810, when compared to the corresponding period of 2009.

     Depreciation expense of $560,208 was $171,825, or 23%, lower than in the corresponding period in 2009. This was a direct result of the decline of the size of the Partnership’s fleet and the fact that some of the Partnership fleet is now fully depreciated.

     Other general and administrative expenses were $106,000 for the nine-month period ended September 30, 2010, an increase of $19,363, or 22%, when compared to the same period in 2009. The increase was attributable to higher fees for investor administrative services and legal and other professional services.

     Net gain on disposal of equipment for the nine months ended September 30, 2010, was $309,107, an increase of $144,929, or 88%, when compared to the corresponding period in 2009. The increase in the net gain was primarily due to the lower net book value of container units disposed.

Liquidity and Capital Resources

     During the Partnership’s first ten years of operations, the Partnership’s primary objective was to generate cash flow from operations for distribution to its limited partners. The Partnership relied primarily on container rental receipts to meet this objective. No credit lines are maintained to finance working capital. Commencing in April 2007, the Partnership began to focus its attention on the retirement of the remaining equipment in the Partnership’s container fleet, in accordance with another of its original investment objectives, realizing the residual value of its containers after the expiration of their economic useful lives, estimated to be 15 years after placement in leased service.

     In April 2010, the Partnership commenced its 15th year of operations and continued its liquidation phase. At September 30, 2010, approximately 50% of the original equipment remained in the Partnership’s fleet. Future periods are expected to generate diminishing results as the Partnership’s smaller fleet now has a greater impact on its operations than global economic growth and container trade. CCC will take several factors into consideration when examining options for the timing of the disposal of the containers and the ultimate termination of the Partnership. These factors include the level of net lease revenue generated by the diminishing fleet, the level of costs relative to this revenue, projected disposal proceeds on the disposition of the Partnership’s containers, overall market conditions and any foreseeable changes in other general and administrative expenses. Upon the liquidation of the Partnership, CCC shall contribute to the Partnership, if necessary, an amount equal to the lesser of the deficit balance in its capital account at the time of such liquidation, or 1.01% of the excess of the limited partners’ capital contributions to the Partnership over the capital contributions previously made to the Partnership by CCC, after giving effect to the allocation of income or loss arising from the liquidation of the Partnership’s assets.

     Distributions are paid monthly, based primarily on each quarter’s cash flow from operations. Monthly distributions are also affected by periodic increases or decreases to working capital reserves, as deemed appropriate by CCC. Cash distributions from operations are allocated 5% to CCC and 95% to the limited partners. Distributions of sales proceeds are allocated 1% to CCC and 99% to the limited partners. This sharing arrangement will remain in place until the limited partners have received aggregate distributions in an amount equal to their capital contributions plus an 8% cumulative, compounded (daily) annual return on their adjusted capital contributions. Thereafter, all distributions will be allocated 15% to CCC and 85% to the limited partners, pursuant to Section 6.1(b) of the Partnership’s Partnership Agreement.

     At September 30, 2010, the Partnership had $484,513 in cash, a decrease of $166,153 from cash balances at December 31, 2009. As of September 30, 2010, the Partnership held its cash on deposit in an operating bank account. The Partnership will review its investment strategy for cash balances on a periodic basis and will invest in short-term, interest bearing accounts as appropriate.

     Cash from Operating Activities: Net cash provided by operating activities, primarily generated by net lease revenue receipts, was $496,704 for the nine months ended September 30, 2010, compared to $719,040 for the same nine-month period in 2009.

     Cash from Investing Activities: Net cash provided by investing activities was $640,361 for the nine months ended September 30, 2010, compared to $911,574 in the corresponding period of 2009. These amounts represent sales proceeds generated from the sale of container rental equipment.

     Cash from Financing Activities: Net cash used in financing activities was $1,303,218 for the nine months ended September 30, 2010, compared to $1,842,605 for the nine months ended September 30, 2009. These amounts represent distributions to the Partnership’s general and limited partners. The Partnership’s continuing container disposals should produce lower operating results, and consequently, lower distributions to its partners in subsequent periods.

Critical Accounting Policies

     The Partnership’s accounting policies are fundamental to understanding management’s discussion and analysis of results of operations and financial condition. The Partnership has identified three significant policies that require the Partnership to make subjective and / or complex judgments about matters that are inherently uncertain. These policies include the following:

	•		Container equipment — depreciable lives and residual values.
	•		Container equipment — recoverability and valuation.
	•		Allowance for doubtful accounts.

     The Partnership, in consultation with its audit committee, has reviewed and approved these significant accounting policies which are further described in the Partnership’s December 31, 2009 Annual Report on Form 10-K.

Inflation

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

Item 3. Quantitative and Qualitative Disclosures About Market Risk

     Exchange rate risk: Substantially all of the Partnership’s revenues are billed and paid in US dollars and a significant portion of costs are billed and paid in US dollars. Of the non-US dollar direct operating expenses, the majority are individually small, unpredictable and incurred in various denominations. Thus, the Leasing Agent has determined such amounts are not suitable for cost effective hedging. As exchange rates are outside of the control of the Partnership and Leasing Agent, there can be no assurance that such fluctuations will not adversely affect the Partnership’s results of operations and financial condition. The Partnership believes it does not have significant exposure to other forms of market risk.

     Credit risk: The Leasing Agent sets maximum credit limits for all of the Partnership’s customers, limiting the number of containers leased to each according to established credit criteria. The Leasing Agent continually tracks its credit exposure to each customer. The Leasing Agent’s credit committee meets quarterly to analyze the performance of the Partnership’s customers and to recommend actions to be taken in order to minimize credit risks. The Leasing Agent uses specialist third party credit information services and reports prepared by local staff to assess credit quality.

Item 4. Controls and Procedures

     See Item 4T.

Item 4T. Controls and Procedures

     The Partnership, as such, has no officers or directors, but is managed by CCC, the general partner. The principal executive and principal financial officers of CCC have evaluated the disclosure controls and procedures of the Partnership as of the end of the period covered by this report. As used herein, the term “disclosure controls and procedures” has the meaning given to the term by Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended (“Exchange Act”), and includes the controls and other procedures of the Partnership that are designed to ensure that information required to be disclosed by the Partnership in the reports that it files with the SEC under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Based upon their evaluation, the principal executive and principal financial officers of CCC have concluded that the Partnership’s disclosure controls and procedures were effective such that the information required to be disclosed by the Partnership in this report is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms applicable to the preparation of this report and is accumulated and communicated to CCC’s management, including CCC’s principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosures.

     There have not been any changes in the Partnership’s internal control over financial reporting identified in connection with Management’s Report in the Partnership’s December 31, 2009 Annual Report on Form 10-K that occurred during the Partnership’s third quarter ended September 30, 2010 that has materially affected, or is reasonably likely to materially affect, the Partnership’s internal control over financial reporting.

PART II — OTHER INFORMATION

Item 1. Legal Proceedings

Not applicable.

Item 1A. Risk Factors

There are no material changes from the risk factors as disclosed under Item 1A of Part I in the Partnership’s December 31, 2009 Annual Report on Form 10-K.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Not applicable.

Item 3. Defaults Upon Senior Securities

Not applicable.

Item 4. [Removed and Reserved]

Item 5. Other Information

Not applicable.

Item 6. Exhibits

(a) Exhibits

Exhibit
No.		Description		Method of Filing
3(a)		Limited Partnership Agreement, amended and restated as of December 28, 1995		*
3(b)		Certificate of Limited Partnership		**
10		Form of Leasing Agent Agreement with Cronos Containers Limited		***
31.1		Rule 13a-14 Certification		Filed with this document
31.2		Rule 13a-14 Certification		Filed with this document
32		Section 1350 Certification		Filed with this document****

SIGNATURES

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

Date: November 10, 2010

EXHIBIT INDEX

Exhibit
No.		Description		Method of Filing
3(a)		Limited Partnership Agreement, amended and restated as of December 28, 1995		*
3(b)		Certificate of Limited Partnership		**
10		Form of Leasing Agent Agreement with Cronos Containers Limited		***
31.1		Rule 13a-14 Certification		Filed with this document
31.2		Rule 13a-14 Certification		Filed with this document
32		Section 1350 Certification		Filed with this document****