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 0-23886

CRONOS GLOBAL INCOME FUND XV, L.P.

(Exact name of registrant as specified in its charter)

California (State or other jurisdiction of incorporation or organization)		94-3186624 (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 XV, L.P.

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

TABLE OF CONTENTS

		PAGE
PART I — FINANCIAL INFORMATION			1
Item 1. Financial Statements			1
Unaudited Condensed Balance Sheets as of June 30, 2010 and December 31, 2009			2
Unaudited Condensed Statements of Income for the three and six months ended June 30, 2010 and 2009			3
Unaudited Condensed Statements of Cash Flows for the six months ended June 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 XV, L.P.’s (the “Partnership”) condensed balance sheets as of June 30, 2010 and December 31, 2009, condensed statements of income for the three and six months ended June 30, 2010 and 2009, and condensed statements of cash flows for the six months ended June 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 income 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 XV, L.P.

Condensed Balance Sheets

(Unaudited)

		June 30,				December 31,
		2010				2009
Assets
Current assets:
Cash		$	1,639,130			$	2,103,099
Net lease receivables due from Leasing Agent			668,673				370,401
Sales-type lease receivable, due from Leasing Agent within one year, net			28				22,198
Direct finance lease receivable, due from Leasing Agent within one year, net			37,491				44,013
Total current assets			2,345,322				2,539,711
Direct finance lease receivable, due from Leasing Agent after one year, net			192,790				193,964
Container rental equipment, at cost			36,521,306				41,962,519
Less accumulated depreciation			(32,095,084	)			(36,291,967	)
Net container rental equipment			4,426,222				5,670,552
Total assets		$	6,964,334			$	8,404,227
Partners’ Capital
Partners’ capital:
General partner		$	9,566			$	13,932
Limited partners			6,954,768				8,390,295
Total partners’ capital		$	6,964,334			$	8,404,227

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

CRONOS GLOBAL INCOME FUND XV, L.P.

Condensed Statements of Income

(Unaudited)

		Three Months Ended								Six Months Ended
		June 30,				June 30,				June 30,				June 30,
		2010				2009				2010				2009
Net lease revenue from Leasing Agent		$	497,957			$	566,906			$	956,031			$	1,315,397
Other operating income (expenses):
Depreciation			(209,158	)			(656,318	)			(530,167	)			(1,441,925	)
Other general and administrative expenses			(89,028	)			(63,525	)			(187,590	)			(123,768	)
Net gain on disposal of equipment			435,023				403,294				967,077				744,254
			136,837				(316,549	)			249,320				(821,439	)
Net income		$	634,794			$	250,357			$	1,205,351			$	493,958
Allocation of net income:
General partner		$	26,427			$	54,284			$	48,436			$	104,741
Limited partners			608,367				196,073				1,156,915				389,217
		$	634,794			$	250,357			$	1,205,351			$	493,958
Limited partners’ per unit share of net income		$	0.09			$	0.03			$	0.16			$	0.05

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

CRONOS GLOBAL INCOME FUND XV, L.P.

Condensed Statements of Cash Flows

(Unaudited)

		Six Months Ended
		June 30,				June 30,
		2010				2009
Net cash provided by operating activities		$	769,642			$	1,281,811
Cash flows from investing activities:
Proceeds from sale of container rental equipment			1,411,632				1,857,565
Cash flows from financing activities:
Distributions to general partner			(52,801	)			(108,787	)
Distributions to limited partners			(2,592,442	)			(3,367,198	)
Net cash used in financing activities			(2,645,243	)			(3,475,985	)
Net decrease in cash			(463,969	)			(336,609	)
Cash at the beginning of the period			2,103,099				2,520,880
Cash at the end of the period		$	1,639,130			$	2,184,271

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

CRONOS GLOBAL INCOME FUND XV, L.P.

Notes to Unaudited Condensed Financial Statements

(1)

Summary of Significant Accounting Policies

	(a)		Nature of Operations
			Cronos Global Income Fund XV, L.P. (the “Partnership”) is a limited partnership organized under the laws of the State of California on August 26, 1993, for the purpose of owning and leasing dry and specialized marine cargo containers to ocean carriers. The Partnership commenced operations on February 22, 1994, 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). The Partnership offered 7,500,000 units of limited partnership interest at $20 per unit, equal to $150,000,000 in total. The offering terminated on December 15, 1995, at which time 7,151,569 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 March 2010, the Partnership commenced its 17th year of operations and continued its liquidation phase wherein CCC focuses its attention on the retirement of the remaining equipment in the Partnership’s container fleet. At June 30, 2010, approximately 30% 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.
			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 is 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 occasionally under sales-type leases and direct finance leases.

CRONOS GLOBAL INCOME FUND XV, 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.
			Sales-type leases and direct finance 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 the 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 XV, 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 a residual value of 10% of the original equipment cost. The Partnership and CCC evaluate 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 six-month periods ended June 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 XV, 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 June 30, 2010 and December 31, 2009 comprised:

		June 30,				December 31,
		2010				2009
Gross lease receivables		$	1,043,914			$	985,154
Less:
Direct operating expenses payable			247,018				482,040
Base management fees payable			38,499				42,263
Reimbursed administrative expenses payable			12,950				17,329
Allowance for doubtful accounts			76,774				73,121
Net lease receivables due from Leasing Agent		$	668,673			$	370,401

		Included within the amount of gross lease receivables at June 30, 2010 is $250,899 in respect of amounts owed by the Leasing Agent in relation to disposal related invoices.
		At June 30, 2010 and December 31, 2009, respectively, amounts of $4,099 and $17,491 were recorded as doubtful debt expense. In addition, in the three months ended June 30, 2010 and 2009, amounts of $443 and $681, respectively were written off. Comparative write offs for the six months ended June 30, 2009 and 2010 were $446 and $71,305, respectively.

CRONOS GLOBAL INCOME FUND XV, L.P.

Notes to Unaudited Condensed Financial Statements

(3)

Net Lease Revenue

Net lease revenue for the three and six-month periods ended June 30, 2010 and 2009 were as follows:

		Three Months Ended								Six Months Ended
		June 30,				June 30,				June 30,				June 30,
		2010				2009				2010				2009
Gross lease revenue		$	632,526			$	918,626			$	1,300,354			$	2,020,300
Interest income from sales-type and direct finance leases			48,260				11,148				92,066				21,838
Less:
Direct operating expenses			97,389				245,558				252,862				480,721
Base management fees			46,206				63,246				94,006				139,046
Reimbursed administrative expenses
Salaries			30,140				41,444				67,133				80,251
Other payroll related expenses			2,284				3,414				7,184				7,995
General and administrative expenses			6,810				9,206				15,204				18,728
			182,829				362,868				436,389				726,741
Net lease revenue		$	497,957			$	566,906			$	956,031			$	1,315,397

(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 June 30, 2010 and 2009 follows:

		Three Months Ended								Six Months Ended
		June 30,				June 30,				June 30,				June 30,
		2010				2009				2010				2009
Dry cargo containers		$	493,099			$	773,012			$	1,017,475			$	1,717,324
Refrigerated containers			14,611				17,138				26,867				38,730
Tank containers			124,816				128,476				256,012				264,246
Total		$	632,526			$	918,626			$	1,300,354			$	2,020,300

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 XV, L.P.

Notes to Unaudited Condensed Financial Statements

(5)

Limited Partners’ Capital

Cash distributions made to the limited partners for the six-month periods ended June 30, 2010 and 2009 were as follows:

		Six Months Ended
		June 30,				June 30,
		2010				2009
Cash distributions from operations		$	625,762			$	1,758,094
Cash distributions from sales proceeds			1,966,680				1,609,104
Total cash distributions		$	2,592,442			$	3,367,198

		These distributions are used in determining “Adjusted Capital Contributions” as defined by the Partnership Agreement.
		The limited partners’ per unit share of capital was $0.97 at June 30, 2010 and $1.17 at December 31, 2009, respectively. This is calculated by dividing the limited partners’ capital at the end of June 30, 2010 and December 31, 2009 by 7,151,569, 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 June 30, 2010:

		Dry Cargo				Refrigerated				Tank
		Containers				Containers				Containers				Total
Container on lease:
Master lease			9,305				9				86				9,400
Term lease
Short term1			696				9				37				742
Long term2			4,086				1				32				4,119
			4,782				10				69				4,861
Subtotal			14,087				19				155				14,261
Containers off-hire			275				8				22				305
Total container fleet			14,362				27				177				14,566

     At June 30, 2010, approximately 30% of the original equipment remained in the Partnership’s operating fleet, compared to approximately 34% 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								Refrigerated
		Containers								Containers								Tank Containers								Total
		TEU				%				TEU				%				TEU				%				TEU				%
Total purchases			48,306				100	%			663				100	%			229				100	%			49,198				100	%
Less disposals			33,944				70	%			636				96	%			52				23	%			34,632				70	%
Remaining fleet at June 30, 2010			14,362				30	%			27				4	%			177				77	%			14,566				30	%

Market & Industry Overview

     The utilization rate for the Partnership’s container fleet was 98% at June 30, 2010. Shipping lines continue to benefit from improved trading conditions and have reported increases in both container trade volumes and freight rates on all of the main trade routes. The combined effect of increased trade volumes, the reduction in the size of the global container fleet in 2009 and the capital constraints experienced by many shipping lines has placed greater reliance on leasing companies. Demand for leased containers has increased as a result. Leasing companies have reported a corresponding decline in direct operating expenses, particularly inventory-related expenses, as off-hire container volumes have reduced 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 782 containers in the second quarter of 2010 compared to 1,049 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 second quarter of 2010 increased by 5% to $842 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 entering the market place.

     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 six-month periods ended June 30, 2010 and 2009 were as follows:

		Six Months Ended
		June 30,				June 30,
		2010				2009
Average fleet size (measured in TEUs)
Dry cargo containers			15,232				20,823
Refrigerated containers			34				63
Tank containers			181				193
Utilization rates for combined fleet
Average for the period			92	%			90	%
At end of period			98	%			86	%

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

Overview

     Net income for the three months ended June 30, 2010, was $634,794, an increase of $384,437, or 154%, 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 & Discussion

     Net lease revenue decreased by $68,949, or 12%, in the second quarter of 2010 when compared to the corresponding period of 2009. The decline was primarily due to:

	•		a $286,100 reduction in gross lease revenue (a component of net lease revenue), that was attributable to the reduction in the size of the 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 $148,169 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.

     Depreciation expense decreased by $447,160, or 68%, compared to 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 $89,028 for the three-month period ended June 30, 2010, an increase of $25,503, or 40%, when compared to the same period in 2009. This increase was attributable to higher fees for investor administrative services and legal and other professional services.

     Net gain on disposal of equipment for the three months ended June 30, 2010 was $435,023, an increase of $31,279, or 8%, when compared to the corresponding period of 2009. The increase in the net gain was primarily due to the lower net book value of container units disposed as well as higher average proceeds generated per container. This was partly offset by a reduction in the quantity of containers sold. Future proceeds and the volume of containers disposed will be highly dependent on factors such as the future performance of the container leasing market, regional economics, currency stability, new equipment prices and the volume of new equipment entering the market place.

Six Months Ended June 30, 2010, Compared to the Six Months Ended June 30, 2009

Overview

     Net income for the six months ended June 30, 2010, was $1,205,351, an increase of $711,393, or 144%, 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 & Discussion

     Net lease revenue decreased by $359,366, or 27%, in the first six months of 2010 when compared to the corresponding period of 2009. The decline was primarily due to:

	•		a $719,946 reduction in gross lease revenue (a component of net lease revenue), which was attributable to the reduction in the size of the 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 $227,859 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.

     Depreciation expense decreased by $911,758, or 63%, compared to 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 $187,590 for the six-month period ended June 30, 2010, an increase of $63,822, or 52%, when compared to the same period in 2009. This increase was attributable to higher fees for investor administrative services and legal and other professional services.

     Net gain on disposal of equipment for the six months ended June 30, 2010 was $967,077, an increase of $222,823, or 30%, when compared to the corresponding period of 2009. The increase in the net gain was primarily due to the lower net book value of container units disposed. This was partly offset by a reduction in the quantity of containers sold. Future proceeds and the volume of containers disposed will be highly dependent on factors such as the future performance of the container leasing market, regional economics, currency stability, new equipment prices and the volume of new equipment entering the market place.

Liquidity and Capital Resources

     During the Partnership’s first ten years of operations, the Partnership’s primary objective was to generate cash flows 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 2005, the Partnership’s 11th year of operations, the Partnership began to focus its attention on the disposition of its 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 March 2010, the Partnership commenced its 17th year of operations and continued its liquidation phase. At June 30, 2010, approximately 30% 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 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. CCC has not made a final decision with regard to the termination date of the Partnership but based upon current expectations, CCC anticipates that the Partnership will be terminated either during 2010 or 2011. Upon the liquidation of 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 June 30, 2010, the Partnership had $1,639,130 in cash, a decrease of $463,969 from cash balances at December 31, 2009. As of June 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 $769,642 for the six months ended June 30, 2010, compared to $1,281,811 for the same six-month period in 2009.

     Cash from Investing Activities: Net cash provided by investing activities was $1,411,632 during the six months ended June 30, 2010, compared to $1,857,565 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 $2,645,243 for the six months ended June 30, 2010, compared to $3,475,985 for the corresponding period in 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 second quarter ended June 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 15, 1993		*
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: August 10, 2010

EXHIBT INDEX

Exhibit
No.		Description		Method of Filing
3(a)		Limited Partnership Agreement, amended and restated as of December 15, 1993		*
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 ****