TEXTAINER FINANCIAL SERVICES CORPORATION
650 California Street, 16th Floor
San Francisco, CA 94108
March 25, 2004
Securities and Exchange Commission
Washington, DC 20549
Ladies & Gentlemen:
Pursuant to the requirements of the Securities Exchange Act of 1934, we are
submitting herewith for filing on behalf of Textainer Equipment Income Fund II,
L.P. (the "Partnership") the Partnership's Annual Report on Form 10-K for the
fiscal year ended December 31, 2003.
The financial statements included in the enclosed Annual Report on Form 10-K do
not reflect a change from the preceding year in any accounting principles or
practices, or in the method of applying any such principles or practices.
This filing is being effected by direct transmission to the Commission's EDGAR
System.
Sincerely,
Nadine Forsman
Controller
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington DC 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2003
Commission file number 0-19145
TEXTAINER EQUIPMENT INCOME FUND II, L.P.
----------------------------------------
(Exact name of Registrant as specified in its charter)
California 94-3097644
(State or other jurisdiction
of incorporation or organization) (IRS Employer
Identification No.)
650 California Street, 16th Floor, San Francisco, CA 94108
(Address of Principal Executive Offices) (ZIP Code)
(415) 434-0551
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
NONE
Securities registered pursuant to Section 12(g) of the Act:
LIMITED PARTNERSHIP DEPOSITARY UNITS
(TITLE OF CLASS)
LIMITED PARTNERSHIP INTERESTS (UNDERLYING THE UNITS)
(TITLE OF CLASS)
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. [ X ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ X ]
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Exchange Act Rule 12b-2). Yes __ No X
-
State the aggregate market value of the voting and non-voting common equity held
by nonaffiliates computed by reference to the price at which the common equity
was last sold, or the average bid and asked prices of such common equity, as of
the last business day of the registrant's most recently completed second fiscal
quarter. Not Applicable.
--------------
Documents Incorporated by Reference
Incorporated into Part IV of this report, the Registrant's limited partnership
agreement, Exhibit A to the Prospectus as contained in Pre-Effective Amendment
No. 2 to the Registrant's Registration Statement, as filed with the Commission
on November 3, 1989 as supplemented by Post-Effective Amendment No. 2 filed with
the Commission under Section 8(c) of the Securities Act of 1933 on December 11,
1990.
PART I
ITEM 1. DESCRIPTION OF BUSINESS
(a) General Development of Business
The Registrant is a California Limited Partnership ("the Partnership")
formed on July 11, 1989 to purchase, own, operate, lease, and sell
equipment used in the containerized cargo shipping industry. The
Registrant commenced offering units representing limited partnership
interests (Units) to the public on November 8, 1989 in accordance with
its Registration Statement and ceased to offer such Units as of
January 15, 1991. The Registrant raised a total of $75,000,000 from
the offering and invested a substantial portion of the money raised in
equipment. The Registrant has since engaged in leasing this and other
equipment in the international shipping industry.
In July 2001, the Registrant entered into its liquidation phase.
During this phase, the Registrant will no longer add to its container
fleet but will instead sell its containers (i) in one or more large
transactions or (ii) gradually, either as they reach the end of their
useful marine lives or when an analysis indicates that their sale is
warranted based on existing market conditions and the container's age,
location and condition. To date, the Partnership has sold containers
only gradually rather than in large transactions. Sales proceeds,
after reserves for working capital, will generally be distributed to
the Partners. The Registrant will be terminated and dissolved on the
earlier of December 31, 2009 or the sale of all or substantially all
of its equipment.
See Item 10 herein for a description of the Registrant's General
Partners. See Item 7 herein for a description of current market
conditions affecting the Registrant's business.
(b) Financial Information About Industry Segments
Inapplicable.
(c) Narrative Description of Business
(c)(1)(i) A container leasing company generally, and the Registrant
specifically, is an operating business comparable to a rental car
business. A customer can lease a car from a bank leasing department
for a monthly charge which represents the cost of the car, plus
interest, amortized over the term of the lease; or the customer can
rent the same car from a rental car company at a much higher daily
lease rate. The customer is willing to pay the higher daily rate for
the convenience and value-added features provided by the rental car
company, the most important of which is the ability to pick up the car
where it is most convenient, use it for the desired period of time,
and then drop it off at a location convenient to the customer. Rental
car companies compete with one another on the basis of lease rates,
availability of cars, and the provision of additional services. They
generate revenues by maintaining the highest lease rates and the
highest utilization that market conditions will allow, and by
augmenting this income with proceeds from sales of insurance, drop-off
fees, and other special charges. A large percentage of lease revenues
earned by car rental companies are generated under corporate rate
agreements wherein, for a stated period of time, employees of a
participating corporation can rent cars at specific terms, conditions
and rental rates.
Container leasing companies and the Registrant operate in a similar
manner by owning a worldwide fleet of transportation containers and
leasing these containers to international shipping lines hauling
various types of goods among numerous trade routes. All lessees pay a
daily rental rate and in certain markets may pay special handling fees
and/or drop-off charges. In addition to these fees and charges, a
lessee must either provide physical damage and liability insurance or
purchase a damage waiver from the Registrant, in which case the
Registrant agrees to pay the cost of repairing certain physical damage
to containers. (This later arrangement is called the "Damage
Protection Plan.") The Registrant, and not the lessee, is responsible
for maintaining the containers and repairing damage caused by normal
deterioration of the containers. This maintenance and repair, as well
as any repairs required under the Damage Protection Plan, are
performed in depots in major port areas by independent agents retained
for the Registrant by the General Partners. These same agents handle
and inspect containers that are picked up or redelivered by lessees,
and these agents store containers not immediately subject to re-lease.
Container leasing companies compete with one another on the basis of
lease rates, fees charged, services provided and availability of
equipment. By maintaining the highest lease rates and the highest
equipment utilization allowed by market conditions, the Registrant
attempts to generate revenue and profit.
The majority of the Registrant's equipment is leased under master
operating leases, which are comparable to the corporate rate
agreements used by rental car companies. The master leases provide
that the lessee, for a specified period of time, may rent containers
at specific terms, conditions and rental rates. Although the terms of
the master lease governing each container under lease do not vary, the
number of containers in use can vary from time to time within the term
of the master lease. The terms and conditions of the master lease
provide that the lessee pays a daily rental rate for the entire time
the container is in the lessee's possession (whether or not it is
used), is responsible for certain types of damage, and must insure the
container against liabilities.
Equipment not subject to master leases may instead be leased under
long-term lease agreements. Unlike master lease agreements, long-term
lease agreements provide for containers to be leased for periods of
between three to five years. Such leases are generally cancelable with
a penalty at the end of each twelve-month period. Another type of
lease, a direct finance lease, currently covers a minority of the
Partnership's equipment. Under direct finance leases, the containers
are usually leased from the Partnership for the remainder of the
container's useful life with a purchase option at the end of the lease
term.
Leases specify an array of port locations where the lessee may pick up
or return the containers. The Registrant incurs expenses in
repositioning containers to a better location when containers are
returned to a location that has an over-supply. Sales of containers in
these low demand locations can occur, if a sale is judged a better
alternative to repositioning and re-leasing the container.
The Registrant is currently in its liquidation phase. Regular leasing
operations continue during this phase, but the Registrant is allowing
its fleet to permanently diminish through sales of containers. As
noted above, sales of containers to date have been made only
gradually, rather than in large transactions. See Item 7 herein. Once
the Registrant has sold substantially all of its fleet and the
liquidation phase has been completed, the Registrant will begin its
final dissolution and the winding up of its business.
(c)(1)(ii) Inapplicable.
(c)(1)(iii) Inapplicable.
(c)(1)(iv) Inapplicable.
(c)(1)(v) Inapplicable.
(c)(1)(vi) Inapplicable.
(c)(1)(vii) During the year ended December 31, 2003, no single lessee
generated lease revenue which was 10% or more of the total
revenue of the Registrant.
(c)(1)(viii) Inapplicable.
(c)(1)(ix) Inapplicable.
(c)(1)(x) Among container leasing companies, the top ten control
approximately 86% of the total equipment held by all container
leasing companies. The top two container leasing companies
combined control approximately 26% of the total equipment held by
all container leasing companies. Textainer Equipment Management
Limited, an Associate General Partner of the Registrant and the
manager of its marine container equipment, is the largest
standard dry freight container leasing company and manages
approximately 14% of the equipment held by all container leasing
companies. The customers for leased containers are primarily
international shipping lines. The Registrant alone is not a
material participant in the worldwide container leasing market.
The principal methods of competition are price, availability and
the provision of worldwide service to the international shipping
community. Competition in the container leasing market has
increased over the past few years. Since 1996, shipping alliances
and other operational consolidations among shipping lines have
allowed shipping lines to begin operating with fewer containers,
thereby decreasing the demand for leased containers and allowing
lessees to gain concessions from lessors about price, special
charges or credits and, in certain markets, the age specification
of the containers leased. Furthermore, primarily as a result of
lower new container prices and low interest rates, shipping lines
now own, rather than lease, a higher percentage of containers.
The decrease in demand from shipping lines, along with the entry
of new leasing company competitors offering low container rental
rates, has increased competition among container lessors such as
the Registrant.
Furthermore, changes in worldwide demand for shipping have placed
additional strains on competition. Utilization of containers can
be maximized if containers that come off-lease can be re-leased
in the same location. If demand for containers is strong in some
parts of the world and weak in others, containers that come
off-lease may have to be repositioned, usually at the
Registrant's expense, before they can be re-leased. Over the last
several years, demand for goods brought into Asia has been lower
than demand for goods brought out of Asia. This imbalance has
created low demand locations in certain areas of international
shipping routes, where containers coming off-lease after the
delivery of goods cannot quickly be re-leased. Shipping lines
have an advantage over container leasing companies with respect
to these low demand locations, because the shipping lines can
frequently reposition their own containers, while leasing
companies have to find alternative ways of repositioning their
containers, including offering incentives to shipping lines or
paying directly for the repositioning.
(c)(1)(xi) Inapplicable.
(c)(1)(xii) Inapplicable.
(c)(1)(xiii) The Registrant has no employees. Textainer Financial Services
Corporation (TFS), a wholly owned subsidiary of Textainer Capital
Corporation (TCC), and the Managing General Partner of the
Registrant, is responsible for the overall management of the
business of the Registrant and at December 31, 2003 had 3
employees. Textainer Equipment Management Limited (TEM), an
Associate General Partner, is responsible for the management of
the leasing operations of the Registrant and at December 31, 2003
had a total of 149 employees.
(d) Financial Information About Foreign and Domestic Operations and
Export Sales.
The Registrant is involved in leasing containers to international
shipping lines for use in world trade. Approximately 15%, 12% and
16% of the Registrant's rental revenue during the years ended
December 31, 2003, 2002, and 2001, respectively, was derived from
operations sourced or terminated domestically. These percentages
do not reflect the proportion of the Partnership's income from
operations generated domestically or in domestic waterways.
Substantially all of the Partnership's income from operations is
derived from assets employed in foreign operations. For a
discussion of the risks of leasing containers for use in world
trade see "Risk Factors and Forward-Looking Statements" in Item 7
herein.
ITEM 2. PROPERTIES
As of December 31, 2003, the Registrant owned the following types and quantities
of equipment:
20-foot standard dry freight containers 1,080
40-foot standard dry freight containers 3,578
40-foot high cube dry freight containers 3,794
-----
8,452
During December 2003, approximately 84% of these containers were on lease to
international shipping lines, and the balance were being stored primarily at a
large number of storage depots located worldwide. Generally, the Partnership
sells containers (i) that have reached the end of their useful lives or (ii)
that an analysis indicates that their sale is warranted based on existing market
conditions and the container's age location and condition. At December 31, 2003
approximately 5% of the Partnership's off-lease equipment had been specifically
identified as for sale. The Partnership expects more containers to be identified
as for sale as the Partnership continues its liquidation plans. Some containers
identified for sale have been written down, as described below in Item 7,
"Results of Operations."
See Item 7, "Results of Operations" for more information about changes in the
size of the Registrant's container fleet, container sales and write-downs, as
well as the location of the Registrant's off-lease containers.
ITEM 3. LEGAL PROCEEDINGS
The Registrant is not subject to any legal proceedings.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS
Inapplicable.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
Part 201:
(a) Market Information.
(a)(1)(i) The Registrant's limited partnership Units are not publicly
traded and there is no established trading market for such Units.
The Registrant has a program whereby limited partners may redeem
Units for a specified redemption price. The program operates only
when the Managing General Partner determines, among other
matters, that the payment for redeemed units will not impair the
capital or operations of the Registrant.
(a)(1)(ii) Inapplicable.
(a)(1)(iii) Inapplicable.
(a)(1)(iv) Inapplicable.
(a)(1)(v) Inapplicable.
(a)(2) Inapplicable.
(b) Holders.
(b)(1) As of January 1, 2004, there were 4,473 holders of record of
limited partnership interests in the Registrant.
(b)(2) Inapplicable.
(c) Dividends.
Effective July, 2001, when the Registrant began its liquidation phase, the
Registrant makes monthly distributions to its limited partners in an amount
equal to the Registrant's excess cash, after redemptions and working capital
reserves. For both the years ended December 31, 2003 and 2002, the Registrant
paid distributions at an annualized rate equal to 4.95% of a Unit's initial cost
or $0.99 per Unit per year. For information about the amount of distributions
paid during the five most recent fiscal years, see Item 6, "Selected Financial
Data."
Part 701: Inapplicable.
ITEM 6. SELECTED FINANCIAL DATA
(Amounts in thousands except for per unit amounts)
Years Ended December 31,
----------------------------------------------------------------------------------
2003 2002 2001 2000 1999
---- ---- ---- ---- ----
Rental income (1)................... $ 4,687 $ 4,712 $ 6,053 $ 7,772 $ 8,133
Income from operations.............. $ 757 $ 80 $ 459 $ 2,436 $ 857
Net earnings........................ $ 761 $ 87 $ 515 $ 2,566 $ 957
Net earnings per unit
of limited partner
interest.......................... $ 0.20 $ 0.01 $ 0.12 $ 0.68 $ 0.24
Distributions per unit of
limited partner
interest (2)...................... $ 0.99 $ 0.99 $ 1.97 $ 1.60 $ 1.60
Distributions per unit of
limited partner
interest representing
a return of capital............... $ 0.79 $ 0.98 $ 1.85 $ 0.92 $ 1.36
Total assets........................ $ 15,811 $ 18,738 $ 22,671 $ 29,763 $ 33,676
(1) The Registrant entered its liquidation phase in July 2001, from which time
the Registrant has no longer been replenishing its container fleet by
purchasing containers. Sales of containers now permanently diminish the
Registrant's fleet. For information about changes in the size of the
Registrant's fleet, see Item 7.
(2) As noted above, the Registrant entered its liquidation phase in July 2001,
from which time forward it began distributing its excess cash, after
redemptions and working capital reserves. This cash includes some proceeds
from container sales, as well as cash from operations. See Item 7.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
(Amounts in thousands except for unit and per unit amounts)
The Financial Statements contain information which will assist in evaluating the
financial condition of the Partnership for the years ended December 31, 2003,
2002 and 2001. Please refer to the Financial Statements and Notes thereto in
connection with the following discussion.
Textainer Financial Services Corporation (TFS) is the Managing General Partner
of the Partnership and is a wholly-owned subsidiary of Textainer Capital
Corporation (TCC). Textainer Equipment Management Limited (TEM) and Textainer
Limited (TL) are Associate General Partners of the Partnership. The General
Partners manage and control the affairs of the Partnership.
Introduction
The Partnership is a finite-life entity whose principal business is to own a
fleet of containers for lease to the international shipping industry. The
Partnership's revenues come primarily from the rental income generated by leased
containers and, to a smaller extent, from services related to rental income,
such as handling charges paid by lessees. The Partnership's revenues are,
therefore, dependent on demand for leased containers. Demand for leased
containers drives not only the percentage of the Partnership's containers that
are on lease (utilization), but also, to a certain extent, the rental rates the
Partnership can charge under its leases. When demand declines, utilization
falls, and the Partnership has fewer containers on lease, often earning less
revenue, and more containers off-lease incurring storage expense. In times of
reduced demand, then, the Partnership has higher expenses and may have to offer
lessees incentives such as free rental periods or credits. The General Partners
try at all times to take advantage of the opportunities created by different
levels of demand for leased containers, either by changing services, lease terms
or lease rates offered to customers or by concentrating on different geographic
markets.
Demand for containers is driven by many factors, including the overall volume of
worldwide shipping, the number of containers manufactured, the number of
containers available for lease in specific locations and the capacity of the
worldwide shipping industry to transport containers on its existing ships. Since
many of the Partnership's customers are shipping lines that also own their own
containers, the price and availability of new containers directly affects demand
for leased containers. If shipping lines have the cash or financing to buy
containers and find that alternative attractive, demand for leased containers
will fall. Current demand and related market conditions for containers are
discussed below under "Comparative Results of Operations: Current Market
Conditions for Leased Containers." Competition for shipping lines' business has
increased in recent years due to operational consolidations among shipping lines
and the entry of new leasing companies that compete with entities like the
Partnership. This competition has generally driven down rental rates and allowed
shipping lines to obtain other favorable lease terms.
The Partnership also recognizes gains and losses from the sale of its
containers. Containers are generally sold either at the end of their useful
life, or when an economic analysis indicates that it would be more profitable to
sell the container rather than to continue to own it. An example of the latter
would be when re-leasing a container might be relatively expensive, either
because of expenses required to repair the container or to reposition the
container to a location where the container could be readily leased.
The sales price of used containers is affected by supply and demand for used
containers. The Partnership's containers are primarily sold to wholesalers who
subsequently sell to buyers such as mini-storage operators, construction
companies, farmers and other non-marine users. Additionally, if a container is
lost or completely damaged by a lessee, the Partnership receives proceeds from
the lessee for the value of the container. The Partnership counts these
transactions as sales, as well as the more traditional sales to wholesalers.
Generally, since 1998, used container prices have declined, causing the
Partnership to realize less from the sale of its used containers. Used container
sales prices appear to have stabilized in 2002 and 2003.
The Partnership's operations and financial results are also affected by the
price of new containers. The Partnership's operations and financial results are
also affected by the price of new containers. The price for new containers has
fallen since 1995. This decrease has significantly depressed rental rates. This
decrease has also caused the Partnership to evaluate the carrying cost of its
container fleet, and has resulted in write-downs of some containers the
Partnership has decided to sell. These matters are discussed in detail below
under the caption "Other Income and Expenses: Write Down of Certain Containers
Identified for Sale." Prior to the start of the Partnership's liquidation
period, which is discussed below, the Partnership purchased new containers and
the decrease in price worked to the Partnership's advantage.
The Partnership is in its liquidation phase, which means that regular leasing
operations continue, but the Partnership no longer seeks to replenish its
container fleet by buying new containers. As containers are sold, the
Partnership's fleet is permanently decreasing. Eventually, substantially all of
its containers will be sold, and the Partnership will begin its final
dissolution and winding up of its business. The liquidation phase can take up to
six or more years, and the Partnership currently estimates that the liquidation
phase will be longer rather than shorter, due to the current market for, and
opportunities to sell, used containers.
Liquidity and Capital Resources
Historical
From November 8, 1989 until January 15, 1991, the Partnership offered limited
partnership interests to the public. The Partnership received its minimum
subscription amount of $1 on December 19, 1989, and on January 15, 1991, the
Partnership had received its maximum subscription amount of $75,000.
General
In July 2001, the Partnership entered its liquidation phase, which may last up
to six or more years depending on whether the containers are sold (i) in one or
more large transactions or (ii) gradually, either as they reach the end of their
useful marine lives or when an analysis indicates that their sale is warranted
based on existing market conditions and the container's age, location and
condition. To date, the Partnership has sold containers only gradually, rather
than in large transactions. The Partnership anticipates that all excess cash,
after redemptions and working capital reserves, will be distributed to the
general and limited partners on a quarterly basis. These distributions will
consist of cash from operations and/or cash from sales proceeds. As the
Partnership's container fleet decreases, cash from operations is expected to
decrease, while cash from sales proceeds is expected to fluctuate based on the
number of containers sold and the actual sales price per container received.
Consequently, the Partnership anticipates that a large portion of all future
distributions will be a return of capital.
Sources of Cash
Rental income and proceeds from container sales are the Partnership's principal
sources of liquidity, and the source of funds for distributions. Rental income
and container sales prices are affected by market conditions for leased and used
containers. Cash provided from these sources will fluctuate based on demand for
leased and used containers. Demand for leased and used containers is discussed
more fully in "Results of Operations." Cash provided by operating activities is
affected by rental income, operating expenses and the timing of both payments
received from lessees and payments made by the Partnership for operating
expenses. Additionally, a continued stream of rental income is dependent partly
on the Partnership's ability to re-lease containers as they come off lease. See
the discussion of "Utilization" below under "Results of Operations." Cash
provided by investing activities is affected by the number of containers sold,
the sale price received on these containers and the timing of payments received
for these sales. Previously reported cash from operations and sales proceeds is
not indicative of future cash flows as these amounts can fluctuate significantly
based on demand for new and used containers, fleet size and timing of the
payments made and received. Fluctuations in rental income, operating expenses,
and sale prices for used containers are discussed more fully in "Results of
Operations."
Operating and investing activities are discussed in detail below.
Cash from Operations
Net cash provided by operating activities for the years ended December 31, 2003
and 2002, was $2,997 and $2,554, respectively. The increase of $443, or 17%, was
primarily due to the improvement in net earnings, adjusted for non-cash
transactions and fluctuations in gross accounts receivable and accounts payable
and accrued liabilities. The improvement in net earnings, adjusted for non-cash
transactions, was primarily due to decreases in direct container expenses and
other general and administrative costs. These expense items are discussed more
fully under "Results of Operations." The decline in gross accounts receivable of
$196 for the year ended December 31, 2003 was primarily due to the decline in
the average collection period of accounts receivable. Accounts receivable
declined $31 during the comparable period in 2002 primarily due to a decline in
rental income, partially offset by an increase in the average collection period
of accounts receivable. Rental income is discussed below under "Results of
Operations." The changes in accounts payable and accrued liabilities between the
periods resulted from timing differences in the payment of expenses and fees, as
well as in fluctuations in these amounts.
Cash from Sale of Containers
Current Uses: For the years ended December 31, 2003 and 2002, net cash provided
by investing activities (the sale of containers) was $782 and $1,481,
respectively. The decrease of $699 was primarily due to the Partnership selling
fewer containers during the year ended December 31, 2003, compared to the
equivalent period in 2002. The Partnership primarily sells containers when they
come off-lease, and an analysis indicates that the container should be sold.
Fluctuations between periods in the number of containers sold reflect the age
and condition of containers coming off-lease, the geographic market in which
they come off-lease, and other related market conditions. Fluctuations can also
be affected by the number of containers sold to lessees, who pay for any
containers that are lost or damaged beyond repair.
Effect of Market Conditions on Liquidation: Due, in part, to current market
conditions and their effect on demand for used containers, the Partnership has
been primarily selling containers only if the containers are at the end of their
useful lives or if an analysis indicates that their sale is warranted based on
existing market conditions and the container's age, location and condition. Low
demand locations, the decline in the value of used containers and the related
market conditions are discussed more fully under "Results of Operations." These
market conditions have caused the Partnership to implement its liquidation phase
to date by selling containers gradually. The Partnership will continue to
evaluate its options for selling containers in the context of both these market
conditions and the Partnership's liquidation plans.
Effect of Liquidation on Future Cash Flows: The number of containers sold both
in low demand locations and elsewhere, as well as the amount of sales proceeds
and cash provided by operating activities, will affect how much the Partnership
will pay in future distributions to Partners. Future distributions are expected
to decline as cash from operations and cash from sales proceeds decrease along
with the Partnership's fleet. The fleet will decrease as part of the
Partnership's liquidation and eventual termination.
Uses of Cash
Distributions to partners are the Partnership's primary use of cash. The amount
of distributions paid to partners is dependent on cash received from operations
and the sale of containers, less amounts used to pay redemptions or held as
working capital.
From time to time, the Partnership redeems units from limited partners for a
specified redemption value, which is set by formula. Up to 2% of the
Partnership's outstanding units may be redeemed each year, although the 2% limit
may be exceeded at the Managing General Partner's discretion. All redemptions
are subject to the Managing General Partner's good faith determination that
payment for the redeemed units will not (i) cause the Partnership to be taxed as
a corporation, (ii) impair the capital or operations of the Partnership, or
(iii) impair the ability of the Partnership to pay distributions in accordance
with its distribution policy.
These activities are discussed in detail below.
Distributions: During the year ended December 31, 2003, the Partnership declared
cash distributions to limited partners pertaining to the period from December
2002 through November 2003 in the amount of $3,575, which represented $0.99 per
unit. On a cash basis, as reflected in the Statements of Cash Flows, after
paying redemptions and general partner distributions, $2,860 of these
distributions was from operating activities and the balance of $715 was a return
of capital. On an accrual basis, as reflected on the Statements of Partners'
Capital, after paying redemptions, $624 of these distributions were from current
year earnings and $2,951 was a return of capital.
Capital Commitments: Redemptions: During the year ended December 31, 2003, the
Partnership redeemed 25,864 units for a total dollar amount of $100. The
Partnership also redeemed 5,625 units for a total dollar amount of $20 in
January 2004. The Partnership used cash flow from operations to pay for the
redeemed units.
The Partnership invests working capital and cash flow from operations and
investing activities prior to its distribution to the partners in short-term,
liquid investments.
Results of Operations
The Partnership's income from operations, which consists primarily of rental
income less costs and expenses (including container depreciation, direct
container expenses, management fees, and reimbursement of administrative
expenses) is primarily affected by the size of its container fleet, the number
of containers it has on lease (utilization) and the rental rates received under
its leases. The current status of each of these factors is discussed below.
Size of Container Fleet
The following is a summary of the container fleet (in units) available for lease
during the years ended December 31, 2003, 2002 and 2001:
2003 2002 2001
---- ---- ----
Beginning container fleet........... 9,425 10,990 13,243
Ending container fleet.............. 8,452 9,425 10,990
Average container fleet............. 8,939 10,208 12,117
The average container fleet decreased 12% and 16% from the years ended December
31, 2002 to 2003 and from December 31, 2001 to 2002, respectively, primarily due
to the continuing sale of containers. While the decline in container fleet
resulted in lower rental income, this decrease was more than offset by the
improvement in utilization, resulting in the increase in container rental income
from the year ended December 31, 2002 to the same period in 2003. An overall
decline in rental income is expected to continue in future years, as the size of
the Partnership's container fleet continues to decrease.
Utilization
Rental income and direct container expenses are also affected by the average
utilization of the container fleet, which was 84%, 73% and 70% on average during
the years ended December 31, 2003, 2002 and 2001, respectively. The remaining
container fleet is off-lease and is being stored primarily at a large number of
storage depots. At December 31, 2003, 2002 and 2001, utilization was 84%, 85%
and 66%, respectively, and the Partnership's off-lease containers (in units)
were located in the following locations:
2003 2002 2001
---- ---- ----
Americas 540 894 1,105
Europe 153 289 390
Asia 629 210 2,221
Other 17 39 42
----- ----- -----
Total off-lease containers 1,339 1,432 3,758
===== ===== =====
At December 31, 2003 and 2002, approximately 5% and 10%, respectively, of the
Partnership's off-lease containers had been specifically identified as for sale.
Rental Rates
In addition to utilization, rental income is affected by daily rental rates. The
average daily rental rate for the Partnership's containers decreased 6% and 11%
from the years ended December 31, 2002 to 2003 and December 31, 2001 to 2002,
respectively. Average rental rates declined primarily due to the decline in long
term lease rates. The decline in average rental rates under master leases
between the periods was minor. The majority of the Partnership's rental income
was generated from master leases, but in the past several years an increasing
percentage of the Partnership's containers have been on lease under long term
leases. At December 31, 2003, 2002 and 2001, 46%, 40% and 37%, respectively, of
the Partnership's on-lease containers were on lease under long term leases. Long
term leases generally have lower rental rates than master leases because the
lessees have contracted to lease the containers for several years and cannot
return the containers prior to the termination date without a penalty.
Fluctuations in rental rates under either type of lease generally will affect
the Partnership's operating results.
Comparative Results of Operations
The following is a comparative analysis of the results of operations for the
years ended December 31, 2003, 2002 and 2001:
2003 2002 2001
---- ---- ----
Income from operations $ 757 $ 80 $ 459
Rental income $4,687 $4,712 $6,053
Percent change from previous
year in
Utilization 15% 4% (14%)
Average container fleet (12%) (16%) (12%)
Average rental rates ( 6%) (11%) ( 3%)
The Partnership's rental income decreased $25, or 1%, from the year ended
December 31, 2002 to the comparable period in 2003 as the decline in other
rental income, was offset by the increase in container rental income. Income
from container rentals, the major component of total revenue, increased $19, or
1%, as a result of the fluctuations in utilization, average container fleet and
rental rates as detailed in the above table.
The decrease in rental income of $1,341, or 22%, from the year ended December
31, 2001 to the comparable period in 2002 was primarily due to decreases in
income from container rentals and other rental income. Income from container
rentals, decreased $1,115, or 21%, primarily due to the fluctuations in
utilization, average container fleet and rental rates as detailed in the above
table.
Current Market Conditions for Leased Containers: Beginning in March 2002,
utilization began to improve and improved steadily through the end of 2002.
Utilization declined slightly in the first quarter of 2003, which is
traditionally a slow period for container demand, improved during the second
quarter and was stable for the remainder of 2003. Utilization has remained
relatively strong due to a large volume of export cargo out of Asia, a larger
percentage of containers under long term lease and efforts by the General
Partners to reduce the quantities of containers that lessees can return in low
demand locations. However, rental rates continued to slowly decline primarily
due to low new container prices, low interest rates and low rental rates offered
by competitors. The General Partners are cautiously optimistic that current
utilization levels can be maintained during the next several months. However,
the General Partners caution that market conditions could deteriorate again due
to global economic and political conditions. Demand for leased containers could
therefore weaken again and result in a decrease in utilization and further
declines in lease rates and container sale prices, adversely affecting the
Partnership's operating results.
Sale of Containers in Low Demand Locations Created by Current Market Conditions:
Although demand for leased containers has improved, the trade imbalance between
Asia and the Americas and Europe continues. As a result, a large portion of the
Partnership's off-lease containers are located in low demand locations in the
Americas and Europe as detailed above in "Utilization." For these and other
off-lease containers, the Partnership determines whether these containers should
be sold or held for continued use. The decision to sell containers is based on
the current expectation that the economic benefit of selling these containers is
greater than the estimated economic benefit of continuing to own these
containers. The majority of the containers sold in low demand locations are
older containers. The expected economic benefit of continuing to own these older
containers is significantly less than that of newer containers. This is due to
their shorter remaining marine life, the cost to reposition them, and the
shipping lines' preference for leasing newer containers when they have a choice.
Until demand for containers improves in certain low demand locations, the
Partnership plans to continue selling some of its containers that are off-lease
in these locations rather than incurring the expense of repositioning them.
Other Income and Expenses
The following is a discussion of other income earned by the Partnership and its
expenses:
Other Rental Income
Other rental income consists of other lease-related items, primarily income from
charges to lessees for dropping off containers in surplus locations less credits
granted to lessees for leasing containers from surplus locations (location
income), income from charges to lessees for handling related to leasing and
returning containers (handling income) and income from charges to lessees for a
Damage Protection Plan (DPP).
For the year ended December 31, 2003, other rental income was $508, a decrease
of $44 from the equivalent period in 2002. The decrease in other rental income
was primarily due to decreases in handling and location income of $62 and $48,
respectively, offset by an increase in DPP income of $66.
For the year ended December 31, 2002, other rental income was $552, a decrease
of $226 from the equivalent period in 2001. The decrease in other rental income
was primarily due to decreases in location and DPP income of $128 and $114,
respectively.
Direct Container Expenses
Direct container expenses decreased $77, or 7%, from the year ended December 31,
2002 to the equivalent period in 2003, primarily due to the decline in the
average fleet size. The decrease in expenses was primarily attributable to
declines in storage and handling expenses of $313 and $38, respectively, offset
by increases in repositioning and DPP expenses of $224 and $52, respectively.
These changes are discussed in detail below.
Storage expense decreased not only due to the decrease in average fleet size,
but also due to the increase in utilization noted above and a slight decrease in
the average storage cost per container. The decrease in handling expense was
primarily due to the decline in container movement. Repositioning expense
increased due to an increase in the average repositioning costs due to (i)
expensive repositioning moves related to one lessee who required containers to
be delivered to certain locations and (ii) longer average repositioning moves
and a slight increase in the number of containers repositioned between the
periods. The increase in DPP expense was primarily due to the increase in the
number of containers covered under DPP.
Direct container expenses decreased $497, or 30%, from the year ended December
31, 2001 to the equivalent period in 2002, primarily due to the decline in the
average fleet size. The declines in repositioning, storage, and DPP expenses
were $206, $167, and $70, respectively. These changes are discussed in detail
below.
Repositioning expense decreased due to the decrease in the average repositioning
cost per container due to shorter average repositioning moves and a decrease in
the number of containers repositioned during 2002 compared to 2001. Storage
expense decreased primarily due to the decrease in average fleet size. DPP
expense declined due to the decrease in the number of containers covered under
DPP and the decrease in the average DPP repair cost per container.
Bad Debt Expense or Benefit
Bad debt expense (benefit) was $0, $19 and ($21) for the years ended December
31, 2003, 2002 and 2001, respectively. Fluctuations in bad debt expense
(benefit) reflect the adjustments to the bad debt reserve, after deductions have
been taken against the reserve, and are based on management's then current
estimates of the portion of accounts receivable that may not be collected, and
which will not be covered by insurance. These estimates are based primarily on
management's current assessment of the financial condition of the Partnership's
lessees and their ability to make their required payments. See "Critical
Accounting Policies and Estimates" below. There was no benefit or expense
recorded during the year ended December 31, 2003, as the reserve estimate, after
deductions had been taken against the reserve, was similar to the reserve
estimate at December 31, 2002. The expense recorded during the year ended
December 31, 2002 reflects a higher reserve estimate, after deductions had been
taken against the reserve, from December 31, 2001. The benefit recorded during
the year ended December 31, 2001 reflects a lower reserve estimate, after
deductions had been taken against the reserve, from December 31, 2000.
Depreciation Expense
The decrease in depreciation expense of $478, or 20%, from the year ended
December 31, 2002 to the comparable period in 2003 and the increase in
depreciation expense of $24, or 1%, from the year ended December 31, 2001 to the
comparable period in 2002 was primarily due to the Partnership revising its
estimate for container salvage value in 2002. Effective July 1, 2002, the
Partnership revised its estimate for container salvage value from a percentage
of equipment cost to an estimated dollar residual value. The effect of this
change resulted in an increased rate of depreciation. During the year ended
December 31, 2002, the Partnership recorded additional depreciation expense of
$42 for units that had not been fully depreciated prior to July 1, 2002 and
additional depreciation expense of $496 to adjust the net book value of fully
depreciated containers to the new estimated salvage values. For a further
discussion of changes to depreciation, see "Critical Accounting Policies and
Estimates" below.
Write Down of Certain Containers Identified for Sale
The Partnership stopped purchasing containers in 2001, but its leasing
activities are affected by fluctuations in new container prices. New container
prices steadily declined from 1995 through 1999 and have remained low through
2003. As a result, the cost of new containers purchased in recent years is
significantly less than the average cost of containers purchased in prior years.
The Partnership evaluated the recoverability of the recorded amount of container
rental equipment at December 31, 2003 and 2002 for containers to be held for
continued use and determined that a reduction to the carrying value of these
containers was not required. The Partnership also evaluated the recoverability
of the recorded amount of containers identified for sale in the ordinary course
of business and determined that a reduction to the carrying value of some of
these containers was required. The Partnership wrote down the value of these
containers to their estimated net realizable value, which was based on recent
sales prices less cost to sell.
Write-down expense decreased $226, or 82%, from the year ended December 31, 2002
to 2003 primarily due to the decrease in the number of containers identified for
sale and a lower average required write down. The number of containers
identified for sale decreased primarily due to the decline in the number of
containers located in low demand locations as detailed above. The decline in the
average write down was primarily a result of the increased depreciation rate.
Write-down expense decreased $122, or 31%, from the year ended December 31, 2001
to 2002. The decline was primarily due to the decrease in the number of
containers identified for sale, offset by a greater average required write down.
The number of containers identified for sale decreased primarily due to the
decline in the number of containers located in low demand locations as detailed
above. See "Critical Accounting Policies and Estimates" below.
Gain and Loss on Sale of Containers
The following details the gain (loss) on the sale of containers for the years
ended December 31, 2003, 2002 and 2001:
2003 2002 2001
---- ---- ----
Loss on written-down containers $ (11) $ (7) $ (27)
(Loss) gain on other containers (99) 110 (108)
----- --- ----
Total (loss) gain on container sales $(110) $103 $(135)
===== === ====
The Partnership recorded losses on the sale of written down containers for the
years ended December 31, 2003, 2002 and 2001, as the estimated sales proceeds
used to determine the write-down amount were greater than the actual sales price
received on these containers. See "Critical Accounting Policies and Estimates"
below.
As the Partnership determines the number of containers identified for sale and
the related write-down amount on a monthly basis, some containers are sold
before they are written down. The (loss) gain on these containers is referred to
in the table above as " (Loss) gain on other containers." The fluctuations in
(loss) gain on the sale of these other containers was due to the Partnership
selling containers for an average loss during the years ended December 31, 2003
and 2001 and average gains during the comparable period in 2002. The amount of
gain or loss on the sale of these other containers has fluctuated due to the
specific conditions of the containers sold, the type of container sold, the
locations where the containers were sold and their net book value, rather than
any identifiable trend. Container sales prices appear to have stabilized, after
declining for the past several years, as the average sales price for containers
sold by TEM on behalf of the Partnership as well as other container owners was
comparable for the years ended December 31, 2003 and 2002.
Management Fees and General and Administrative Costs
Management fees to affiliates consist of equipment management fees, which are
primarily based on rental income, and incentive management fees, which are based
on the Partnership's limited and general partner distributions made from cash
from operations and partners' capital. The following details these fees for the
years ended December 31, 2003, 2002 and 2001:
2003 2002 2001
---- ---- ----
Equipment management fees $328 $327 $419
Incentive management fees 116 92 194
--- --- ---
Management fees to affiliates $444 $419 $613
=== === ===
Equipment management fees fluctuated based on the fluctuations in rental income
and were approximately 7% of rental income for the years ended December 31,
2003, 2002 and 2001. Fluctuations in incentive management fees between the
periods were primarily due to fluctuations in the amount of distributions paid
from cash from operations.
General and administrative costs to affiliates decreased $19, or 8%, and $45 or
16%, from the years ended December 31, 2002 to 2003 and December 31, 2001 to
2002, respectively. These decreases were primarily due to decreases in overhead
costs allocated from TEM, as the Partnership represented a smaller portion of
the total fleet managed by TEM.
Other general and administrative costs decreased $99, from the year ended
December 31, 2002 to the same period in 2003 and increased $52, from the year
ended December 31, 2001 to 2002. These fluctuations were primarily due to
fluctuations in other service fees between the periods.
Contractual Obligations
The Partnership Agreement provides for the ongoing payment to the General
Partners of the management fees and the reimbursement of the expenses discussed
above. Since these fees and expenses are established by the Agreement, they
cannot be considered the result of arms' length negotiations with third parties.
The Partnership Agreement was formulated at the Partnership's inception and was
part of the terms upon which the Partnership solicited investments from its
limited partners. The business purpose of paying the General Partners these fees
is to compensate the General Partners for the services they render to the
Partnership. Reimbursement for expenses is made to offset some of the costs
incurred by the General Partners in managing the Partnership and its container
fleet.
Since the Partnership Agreement requires the Partnership to continue to pay
these fees and expenses to the General Partners and reimburse the General
Partners for expenses incurred by them or other service providers selected by
the General Partners, these payments are contractual obligations.
The following details the amounts payable at December 31, 2003 for these
obligations:
--------------------------------------------------------------------------------------
Payments due by period
--------------------------------------------------
More
Less than 1-3 3-5 than 5
Contractual Obligations Total 1 year years years years
--------------------------------------------------------------------------------------
Equipment management fees $ 52 $ 52 * * *
Incentive management fees 26 26 * * *
Equipment liquidation fee (1) - -
Reimbursement of general and
administrative costs to:
Affiliates 33 33 * * *
Other service providers 83 83 * * *
--------------------------------------------------------------------------------------
Total $194 $194
--------------------------------------------------------------------------------------
* The Partnership has not recorded liabilities for these fees and reimbursements
related to periods subsequent to December 31, 2003, as these fees and
reimbursements cannot be estimated as they are dependent on variable factors as
detailed below:
Acquisition fees 5% of equipment cost
Equipment management fee 7% of gross operating lease revenues
2% of gross full payout lease revenues
Incentive management fee 4% of distributable cash from operations
Reimbursements to affiliates Dependent on the amount of expenses incurred
and other service providers that are allocable to the Partnership
Service fee to other service Monthly fee dependent on the number of
provider limited partners
(1) The Partnership is required to pay the General Partners an equipment
liquidation fee, but this fee is payable only after limited partners receive a
certain amount of distributions from the Partnership. The Partnership does not
currently expect to pay this liquidation fee.
For the amount of fees and reimbursements made to the General Partners for the
years ended December 31, 2003, 2002 and 2001, see Note 2 to the Financial
Statements in Item 8. For the amount of fees and reimbursements made to other
service providers, see Other general and administrative expenses in the
Statements of Earnings in Item 8.
Net Earnings per Limited Partnership Unit
2003 2002 2001
---- ---- ----
Net earnings per limited
partnership unit $0.20 $0.01 $0.12
Net earnings allocated
to limited partners $ 724 $ 50 $ 440
Net earnings per limited partnership unit fluctuates based on fluctuations in
net earnings allocated to limited partners as detailed above. The allocation of
net earnings for the years ended December 31, 2003, 2002 and 2001 included a
special allocation of gross income to the General Partners of $29, $36, and $70,
respectively, in accordance with the Partnership Agreement.
Critical Accounting Policies and Estimates
Certain estimates and assumptions were made by the Partnership's management that
affect its financial statements. These estimates are based on historical
experience and on assumptions believed to be reasonable under the circumstances.
These estimates and assumptions form the basis for making judgments about the
carrying value of assets and liabilities. Actual results could differ.
The Partnership's management believes the following critical accounting policies
affect its more significant judgments and estimates used in the preparation of
its financial statements.
Allowance for Doubtful Accounts: The allowance for doubtful accounts is based on
management's current assessment of the financial condition of the Partnership's
lessees and their ability to make their required payments. If the financial
condition of the Partnership's lessees were to deteriorate, resulting in an
impairment of their ability to make payments, additional allowances may be
required, which would adversely affect the Partnership's operating results.
The General Partners have established a Credit Committee, which actively manages
and monitors the collection of receivables on at least a monthly basis. This
committee establishes credit limits for every lessee and potential lessee of
equipment, monitors compliance with these limits, monitors collection
activities, follows up on the collection of outstanding accounts, determines
which accounts should be written-off and estimates allowances for doubtful
accounts. As a result of actively managing these areas, the Partnership's
allowance for bad debt as a percentage of accounts receivable has ranged from 6%
to 16% and has averaged approximately 10% over the last 5 years. These
allowances have historically covered all of the Partnership's bad debts.
Container Depreciation Estimates: The Partnership depreciates its container
rental equipment based on certain estimates related to the container's useful
life and salvage value. The Partnership estimates a container's useful life to
be 12 years, an estimate which it has used since the Partnership's inception.
Prior to July 1, 2002, the Partnership estimated salvage value as a percentage
of equipment cost. Effective July 1, 2002, the Partnership revised its estimate
for container salvage value to an estimated dollar residual value, reflecting
current expectations of ultimate residual values.
The Partnership will evaluate the estimated residual values and remaining
estimated useful lives on an on-going basis and will revise its estimates as
needed. The Partnership will revise its estimate of residual values if it is
determined that these estimates are no longer reasonable based on recent sales
prices and revised assumptions regarding future sales prices. The Partnership
will revise its estimate of container useful life if it is determined that the
current estimates are no longer reasonable based on the average age of
containers sold and revised assumptions regarding future demand for leasing
older containers.
As a result, depreciation expense could fluctuate significantly in future
periods as a result of any revisions made to these estimates. A decrease in
estimated residual values or useful lives of containers would increase
depreciation expense, adversely affecting the Partnership's operating results.
Conversely, any increase in these estimates would result in a lower depreciation
expense, resulting in an improvement in operating results. These changes would
not affect cash generated from operations, as depreciation is a non-cash item.
Container Impairment Estimates: Write-downs of containers are made when it is
determined that the recorded value of the containers exceeds their estimated
fair value. Containers held for continued use and containers identified for sale
in the ordinary course of business are considered to have different estimated
fair values.
In determining estimated fair value for a container held for continued use,
management must estimate the future undiscounted cash flows for the container.
Estimates of future undiscounted cash flows require estimates about future
rental revenues to be generated by the container, future demand for leased
containers, and the length of time for which the container will continue to
generate revenue. To date, management has not found the estimates of future
undiscounted cash flows to be less than the recorded value of the Partnership's
containers. Therefore, the Partnership has not recorded any write-downs of
containers to be held for continued use. Estimates regarding the future
undiscounted cash flows for these containers could prove to be inaccurate. If
these containers are sold prior to the end of their useful lives and before they
are written down, as a result of being identified as for sale, the Partnership
may incur losses on the sale of these containers.
In determining estimated fair value for a container identified for sale, the
current estimated sales price for the container, less estimated cost to sell, is
compared to its recorded value. This recorded value has been found to be less
than the estimated sales price, less cost to sell, for some containers and these
containers have been written down. See "Write Down of Certain Containers
Identified for Sale" above. The Partnership has, however, recorded some losses
on the sale of these previously written-down containers. Losses were recorded
because the estimated sales price was higher than the actual sales price
realized. Estimated sales prices are difficult to predict, and management's
estimates proved too high in these cases. See "Gain and Loss on Sale of
Containers" above.
The Partnership will continue to monitor the recoverability of its containers.
If actual market conditions for leased containers are less favorable than those
projected, if actual sales prices are lower than those estimated by the
Partnership, or if the estimated useful lives of the Partnership's containers
were shortened, additional write-downs may be required and/or losses may be
incurred. Any additional write-downs or losses would adversely affect the
Partnership's operating results.
Risk Factors and Forward Looking Statements
Although substantially all of the Partnership's income from operations is
derived from assets employed in foreign operations, virtually all of this income
is denominated in United States dollars. The Partnership's customers are
international shipping lines, which transport goods on international trade
routes. The domicile of the lessee is not indicative of where the lessee is
transporting the containers. The Partnership's business risk in its foreign
operations lies with the creditworthiness of the lessees, and the Partnership's
ability to keep its containers under lease, rather than the geographic location
of the containers or the domicile of the lessees. The containers are generally
operated on the international high seas rather than on domestic waterways. The
containers are subject to the risk of war or other political, economic or social
occurrence where the containers are used, which may result in the loss of
containers, which, in turn, may have a material impact on the Partnership's
results of operations and financial condition.
Other risks of the Partnership's leasing operations include competition, the
cost of repositioning containers after they come off-lease, the risk of an
uninsured loss, including bad debts, the risk of technological obsolescence,
increases in maintenance expenses or other costs of operating the containers,
and the effect of world trade, industry trends and/or general business and
economic cycles on the Partnership's operations. See "Critical Accounting
Policies and Estimates" above for information on the Partnership's critical
accounting policies and how changes in those estimates could adversely affect
the Partnership's results of operations.
The foregoing includes forward-looking statements and predictions about possible
or future events, results of operations and financial condition. These
statements and predictions may prove to be inaccurate, because of the
assumptions made by the Partnership or the General Partners or the actual
development of future events. No assurance can be given that any of these
forward-looking statements or predictions will ultimately prove to be correct or
even substantially correct. The risks and uncertainties in these forward-looking
statements include, but are not limited to, changes in demand for leased
containers, changes in global business conditions and their effect on world
trade, future modifications in the way in which the Partnership's lessees
conduct their business or of the profitability of their business, increases or
decreases in new container prices or the availability of financing, alterations
in the costs of maintaining and repairing used containers, increases in
competition, changes in the Partnership's ability to maintain insurance for its
containers and its operations, the effects of political conditions on worldwide
shipping and demand for global trade or of other general business and economic
cycles on the Partnership, as well as other risks detailed herein. The
Partnership does not undertake any obligation to update forward-looking
statements.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Exchange Rate Risk
Although substantially all of the Partnership's income from operations is
derived from assets employed in foreign operations, virtually all of this income
is denominated in United States dollars. The Partnership does pay a small amount
of its expenses in various foreign currencies. For the year ended December 31,
2003, approximately 7% of the Partnership's expenses were paid in 17 different
foreign currencies. As there are no significant payments made in any one foreign
currency, the Partnership does not hedge these expenses.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTAL DATA
Attached pages 20 to 32.
Independent Auditors' Report
----------------------------
The Partners
Textainer Equipment Income Fund II, L.P.:
We have audited the accompanying balance sheets of Textainer Equipment Income
Fund II, L.P. (a California limited partnership) as of December 31, 2003 and
2002, and the related statements of earnings, partners' capital and cash flows
for each of the years in the three-year period ended December 31, 2003. These
financial statements are the responsibility of the Partnership's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Textainer Equipment Income Fund
II, L.P. as of December 31, 2003 and 2002, and the results of its operations,
partners' capital, and cash flows for each of the years in the three-year period
ended December 31, 2003 in conformity with accounting principles generally
accepted in the United States of America.
/s/ KPMG LLP
San Francisco, California
February 19, 2004
TEXTAINER EQUIPMENT INCOME FUND II, L.P.
(a California Limited Partnership)
Balance Sheets
December 31, 2003 and 2002
(Amounts in thousands)
- ------------------------------------------------------------------------------------------------------------
2003 2002
--------------- --------------
Assets
Container rental equipment, net of accumulated
depreciation of $14,059 (2002: $14,580) (note 1(e)) $ 14,247 $ 17,097
Cash 423 373
Accounts receivable, net of allowance
for doubtful accounts of $68 (2002: $81) 1,020 1,198
Due from affiliates, net (note 2) 102 55
Prepaid expenses 19 15
--------------- --------------
$ 15,811 $ 18,738
=============== ==============
Liabilities and Partners' Capital
Liabilities:
Accounts payable $ 87 $ 74
Accrued liabilities 158 193
Accrued damage protection plan costs (note 1(i)) 190 126
Deferred quarterly distributions (note 1(g)) 30 47
Deferred damage protection plan revenue (note 1(j)) 82 83
--------------- --------------
Total liabilities 547 523
--------------- --------------
Partners' capital:
General partners - -
Limited partners 15,264 18,215
--------------- --------------
Total partners' capital 15,264 18,215
--------------- --------------
$ 15,811 $ 18,738
=============== ==============
See accompanying notes to financial statements
TEXTAINER EQUIPMENT INCOME FUND II, L.P.
(a California Limited Partnership)
Statements of Earnings
Years ended December 31, 2003, 2002, and 2001 (Amounts in thousands except for
unit and per unit amounts)
- ----------------------------------------------------------------------------------------------------------------------------
2003 2002 2001
---------------- ---------------- ----------------
Rental income $ 4,687 $ 4,712 $ 6,053
---------------- ---------------- ----------------
Costs and expenses:
Direct container expenses 1,099 1,176 1,673
Bad debt expense (benefit) - 19 (21)
Depreciation (note 1(e)) 1,906 2,384 2,360
Write-down of containers (note 1(e)) 51 277 399
Professional fees 26 48 30
Management fees to affiliates (note 2) 444 419 613
General and administrative costs to affiliates (note 2) 220 239 284
Other general and administrative costs 74 173 121
Loss (gain) on sale of containers, net (note 1(e)) 110 (103) 135
---------------- ---------------- ----------------
3,930 4,632 5,594
---------------- ---------------- ----------------
Income from operations 757 80 459
---------------- ---------------- ----------------
Interest income 4 7 56
---------------- ---------------- ----------------
Net earnings $ 761 $ 87 $ 515
================ ================ ================
Allocation of net earnings (note 1(g)):
General partners $ 37 $ 37 $ 75
Limited partners 724 50 440
---------------- ---------------- ----------------
$ 761 $ 87 $ 515
================ ================ ================
Limited partners' per unit share
of net earnings $ 0.20 $ 0.01 $ 0.12
================ ================ ================
Limited partners' per unit share
of distributions $ 0.99 $ 0.99 $ 1.97
================ ================ ================
Weighted average number of limited
partnership units outstanding (note 1(k)) 3,602,455 3,642,522 3,688,232
================ ================ ================
See accompanying notes to financial statements
TEXTAINER EQUIPMENT INCOME FUND II, L.P.
(a California Limited Partnership)
Statements of Partners' Capital
Years ended December 31, 2003, 2002, and 2001
(Amounts in thousands)
- --------------------------------------------------------------------------------------------------------------
Partners' Capital
----------------------------------------------------------
General Limited Total
--------------- -------------- ---------------
Balances at December 31, 2000 $ - $ 28,967 $ 28,967
Distributions (75) (7,257) (7,332)
Redemptions (note 1(l)) - (106) (106)
Net earnings 75 440 515
--------------- -------------- ---------------
Balances at December 31, 2001 - 22,044 22,044
--------------- -------------- ---------------
Distributions (37) (3,617) (3,654)
Redemptions (note 1(l)) - (262) (262)
Net earnings 37 50 87
--------------- -------------- ---------------
Balances at December 31, 2002 - 18,215 18,215
--------------- -------------- ---------------
Distributions (37) (3,575) (3,612)
Redemptions (note 1(l)) - (100) (100)
Net earnings 37 724 761
--------------- -------------- ---------------
Balances at December 31, 2003 $ - $ 15,264 $ 15,264
=============== ============== ===============
See accompanying notes to financial statements
TEXTAINER EQUIPMENT INCOME FUND II, L.P.
(a California Limited Partnership)
Statements of Cash Flows
Years ended December 31, 2003, 2002, and 2001
(Amounts in thousands)
- ---------------------------------------------------------------------------------------------------------------------------
2003 2002 2001
-------------- -------------- -------------
Cash flows from operating activities:
Net earnings $ 761 $ 87 $ 515
Adjustments to reconcile net earnings to
net cash provided by operating activities:
Depreciation and container write-down (note 1(e)) 1,957 2,661 2,759
Decrease in allowance for doubtful accounts (13) (33) (105)
Loss (gain) on sale of containers 110 (103) 135
Decrease (increase) in assets:
Accounts receivable 196 31 603
Due from affiliates, net (51) (2) 298
Prepaid expenses (4) (5) -
Increase (decrease) in liabilities:
Accounts payable and accrued liabilities (22) (112) (53)
Accrued damage protection plan costs 64 19 (44)
Deferred damage protection plan revenue (1) 11 21
-------------- -------------- -------------
Net cash provided by operating activities 2,997 2,554 4,129
-------------- -------------- -------------
Cash flows from investing activities:
Proceeds from sale of containers 782 1,481 2,031
Container purchases - - (99)
-------------- -------------- -------------
Net cash provided by investing activities 782 1,481 1,932
-------------- -------------- -------------
Cash flows from financing activities:
Redemptions of limited partnership units (100) (262) (106)
Distributions to partners (3,629) (3,666) (7,341)
-------------- -------------- -------------
Net cash used in financing activities (3,729) (3,928) (7,447)
-------------- -------------- -------------
Net increase (decrease) in cash 50 107 (1,386)
Cash at beginning of period 373 266 1,652
-------------- -------------- -------------
Cash at end of period $ 423 $ 373 $ 266
============== ============== =============
See accompanying notes to financial statements
TEXTAINER EQUIPMENT INCOME FUND II, L.P.
(a California Limited Partnership)
Statements of Cash Flows--Continued
Years ended December 31, 2003, 2002 and 2001
(Amounts in thousands)
- --------------------------------------------------------------------------------
Supplemental Disclosures:
Supplemental schedule of non-cash investing and financing activities:
The following table summarizes the amounts of container purchases, distributions
to partners, and proceeds from sale of containers which had not been paid or
received by the Partnership as of December 31, 2003, 2002 and 2001, resulting in
differences in amounts recorded and amounts of cash disbursed or received by the
Partnership, as shown in the Statements of Cash Flows.
2003 2002 2001
---- ---- ----
Container purchases included in:
Container purchases payable............................................ $ - $ - $ -
Distributions to partners included in:
Due to affiliates...................................................... 4 4 2
Deferred quarterly distributions....................................... 30 47 61
Proceeds from sale of containers:
Due from affiliates.................................................... 140 144 244
The following table summarizes the amounts of container purchases, distributions
to partners, and proceeds from sale of containers recorded by the Partnership
and the amounts paid or received as shown in the Statements of Cash Flows for
the years ended December 31, 2003, 2002, and 2001.
2003 2002 2001
---- ---- ----
Container purchases recorded.............................................. $ - $ - $ 11
Container purchases paid.................................................. - - 99
Distributions to partners declared........................................ 3,612 3,654 7,332
Distributions to partners paid............................................ 3,629 3,666 7,341
Proceeds from sale of containers recorded................................. 778 1,381 1,996
Proceeds from sale of containers received................................. 782 1,481 2,031
The Partnership has entered into direct finance leases, resulting in the
transfer of containers from container rental equipment to accounts receivable.
The carrying values of containers transferred during the years ended December
31, 2003, 2002 and 2001 were $5, $28 and $29, respectively.
See accompanying notes to financial statements
TEXTAINER EQUIPMENT INCOME FUND II, L.P.
(a California Limited Partnership)
Notes to Financial Statements
Years ended December 31, 2003, 2002 and 2001
(Amounts in thousands except for unit and per unit amounts)
- --------------------------------------------------------------------------------
Note 1. Summary of Significant Accounting Policies
(a) Nature of Operations
Textainer Equipment Income Fund II, L.P. (TEIF II or the Partnership),
a California limited partnership with a maximum life of 20 years, was
formed on July 11, 1989. The Partnership was formed to engage in the
business of owning, leasing and selling both new and used containers
related to the international containerized cargo shipping industry,
including, but not limited to, containers, trailers, and other
container-related equipment. TEIF II offered units representing
limited partnership interests (Units) to the public until January 15,
1991, the close of the offering period, when a total of 3,750,000
Units had been purchased for a total of $75,000.
In July 2001, the Partnership began its liquidation phase. This phase
may last up to six or more years. The final termination and winding up
of the Partnership, as well as payment of liquidating and/or final
distributions, will occur at the end of the liquidation phase when all
or substantially all of the Partnership's containers have been sold
and the Partnership begins its dissolution.
Textainer Financial Services Corporation (TFS) is the managing general
partner of the Partnership and is a wholly-owned subsidiary of
Textainer Capital Corporation (TCC). Textainer Equipment Management
Limited (TEM) and Textainer Limited (TL) are associate general
partners of the Partnership. The managing general partner and the
associate general partners are collectively referred to as the General
Partners and are commonly owned by Textainer Group Holdings Limited
(TGH). The General Partners also act in this capacity for other
limited partnerships. The General Partners manage and control the
affairs of the Partnership.
(b) Basis of Accounting
The Partnership utilizes the accrual method of accounting. Revenue is
recorded when earned according to the terms of the equipment rental
contracts. These contracts are classified as operating leases or
direct finance leases based on the criteria of Statement of Financial
Accounting Standards No. 13: "Accounting for Leases."
(c) Critical Accounting Policies and Estimates
Certain estimates and assumptions were made by the Partnership's
management that affect the reported amounts of assets and liabilities
and disclosures of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenue and
expenses during the reporting period. The Partnership's management
evaluates its estimates on an on-going basis, including those related
to the container rental equipment, accounts receivable, and accruals.
These estimates are based on historical experience and on various
other assumptions that are believed to be reasonable under the
circumstances, the results of which form the basis for making
judgments regarding the carrying values of assets and liabilities.
Actual results could differ from those estimates under different
assumptions or conditions.
The following critical accounting policies are used in the preparation
of its financial statements.
The Partnership maintains allowances for doubtful accounts for
estimated losses resulting from the inability of its lessees to make
required payments. These allowances are based on management's current
assessment of the financial condition of the Partnership's lessees and
their ability to make their required payments.
The Partnership depreciates its container rental equipment based on
certain estimates related to the container's useful life and salvage
value. Additionally, the Partnership writes down the value of its
containers if an evaluation indicates that the recorded amounts of
containers are not recoverable based on estimated future undiscounted
cash flows and sales prices. These estimates are based upon historical
useful lives of containers and container sales prices as well as
assumptions about future demand for leased containers and estimated
sales prices.
(d) Fair Value of Financial Instruments
In accordance with Statement of Financial Accounting Standards No.
107, "Disclosures about Fair Value of Financial Instruments," the
Partnership calculates the fair value of financial instruments and
includes this additional information in the notes to the financial
statements when the fair value is different than the book value of
those financial instruments. At December 31, 2003 and 2002, the fair
value of the Partnership's financial instruments (cash, accounts
receivable and current liabilities) approximates the related book
value of such instruments.
(e) Container Rental Equipment
Container rental equipment is recorded at the cost of the assets
purchased, which includes acquisition fees, less accumulated
depreciation charged. Through June 30, 2002 depreciation of new
containers was computed using the straight-line method over an
estimated useful life of 12 years to a 28% salvage value. Used
containers were depreciated based upon their estimated remaining
useful life at the date of acquisition (from 2 to 11 years). Effective
July 1, 2002, the Partnership revised its estimate for container
salvage value from a percentage of equipment cost to an estimated
dollar residual value, reflecting current expectations of ultimate
residual values. The effect of this change for the year ended December
31, 2002 was an increase to depreciation expense of $538. When assets
are retired or otherwise disposed of, the cost and related accumulated
depreciation are removed from the equipment accounts and any resulting
gain or loss is recognized in income for the period.
In accordance with Statement of Financial Accounting Standards No.
144, "Accounting for the Impairment or Disposal of Long-Lived Assets"
(SFAS 144), the Partnership periodically compares the carrying value
of the containers to expected future cash flows for the purpose of
assessing the recoverability of the recorded amounts. If the carrying
value exceeds expected future cash flows, the assets are written down
to estimated fair value. In addition, containers identified for sale
are recorded at the lower of carrying amount or fair value less cost
to sell.
The Partnership evaluated the recoverability of the recorded amount of
container rental equipment at December 31, 2003 and 2002 for
containers to be held for continued use and determined that a
reduction to the carrying value of these containers was not required.
The Partnership also evaluated the recoverability of the recorded
amount of containers identified for sale in the ordinary course of
business and determined that a reduction to the carrying value of
these containers was required. The Partnership wrote down the value of
these containers to their estimated fair value, which was based on
recent sales prices less cost of sales. These containers are included
in container rental equipment in the balance sheets.
During the years ended December 31, 2003, 2002 and 2001 the
Partnership recorded write-down expenses of $51, $277 and $399,
respectively on 151, 556 and 1,023 containers identified as for sale
and requiring a reserve. During the years ended December 31, 2003 and
2002, the Partnership also transferred 8 and 89 containers from
containers identified for sale to containers held for continued use
due to the improvement in demand for leased containers in Asia. There
were no transfers during the year ended December 31, 2001. At December
31, 2003 and 2002, the net book value of the 67 and 143 containers
identified as for sale was $53 and $121, respectively.
During the years ended December 31, 2003, 2002 and 2001, the
Partnership sold 156, 746 and 816, respectively, of these previously
written down containers for losses of $11, $7 and $27, respectively.
The Partnership also sold containers that had not been written down
and recorded gains/(losses) of ($99), $110 and ($108) during the years
ended December 31, 2003, 2002 and 2001, respectively.
(f) Nature of Income from Operations
Although substantially all of the Partnership's income from operations
is derived from assets employed in foreign operations, virtually all
of this income is denominated in United States dollars. The
Partnership's customers are international shipping lines, which
transport goods on international trade routes. The domicile of the
lessee is not indicative of where the lessee is transporting the
containers. The Partnership's business risk in its foreign operations
lies with the creditworthiness of the lessees rather than the
geographic location of the containers or the domicile of the lessees.
No single lessee generated lease revenue for the years ended December
31, 2003, 2002 and 2001 which was 10% or more of the total revenue of
the Partnership.
(g) Allocation of Net Earnings and Partnership Distributions
In accordance with the Partnership Agreement, sections 3.08 through
3.12, net earnings or losses and distributions are generally allocated
1% to the General Partners and 99% to the Limited Partners. If the
allocation of distributions exceeds the allocation of net earnings and
creates a deficit in the General Partners' aggregate capital account,
the Partnership Agreement provides for a special allocation of gross
income equal to the amount of the deficit to be made to the General
Partners.
Actual cash distributions to the Limited Partners differ from the
allocated net earnings as presented in these financial statements
because cash distributions are based on cash available for
distribution. Cash distributions are paid to the general and limited
partners on a monthly basis in accordance with the provisions of the
Partnership Agreement. Some limited partners have elected to have
their distributions paid quarterly. The Partnership has recorded
deferred distributions of $30 and $47 at December 31, 2003 and 2002,
respectively.
(h) Income Taxes
The Partnership is not subject to income taxes. Accordingly, no
provision for income taxes has been made. The Partnership files
federal and state information returns only. Taxable income or loss is
reportable by the individual partners.
(i) Damage Protection Plan
The Partnership offers a Damage Protection Plan (DPP) to lessees of
its containers. Under the terms of DPP, the Partnership earns
additional revenues on a daily basis and, in return, has agreed to
bear certain repair costs. It is the Partnership's policy to recognize
revenue when earned and to provide a reserve sufficient to cover the
estimated future repair costs. DPP expenses are included in direct
container expenses in the Statements of Earnings and the related
reserve at December 31, 2003 and 2002, was $190 and $126,
respectively.
(j) Deferred Damage Protection Plan Revenue
Under certain DPP coverage, the Partnership receives a prepayment of
the DPP revenue. The Partnership records these prepayments as Deferred
Damage Protection Plan Revenue and recognizes these amounts as revenue
when the containers are returned by the lessee. At December 31, 2003
and 2002 these amounts were $82 and $83, respectively.
(k) Limited Partners' Per Unit Share of Net Earnings and
Distributions
Limited partners' per unit share of both net earnings and
distributions were computed using the weighted average number of units
outstanding during the years ended December 31, 2003, 2002 and 2001,
which were 3,602,455, 3,642,522, and 3,688,232, respectively.
(l) Redemptions
The following redemption offerings were consummated by the Partnership
during the years ended December 31, 2003, 2002 and 2001:
Units Average
Redeemed Redemption Price Amount Paid
-------- ---------------- -----------
Total Partnership redemptions as of
December 31, 2000..................... 54,194 $9.50 $515
------- ---
Year ended:
December 31, 2001................ 17,521 $6.05 106
December 31, 2002................ 57,855 $4.53 262
December 31, 2003................ 25,864 $3.88 100
------- ---
Total Partnership redemptions as of
December 31, 2003..................... 155,434 $6.32 $983
======= ===
The redemption price is fixed by formula in accordance with the
Partnership Agreement.
(m) Reclassifications
Certain reclassifications, not affecting net earnings (loss), have
been made to prior year amounts in order to conform to the 2003
financial statement presentation.
Note 2. Transactions with Affiliates
As part of the operation of the Partnership, the Partnership is to pay
to the General Partners an equipment management fee, an incentive
management fee and an equipment liquidation fee. These fees are for
various services provided in connection with the administration and
management of the Partnership. The Partnership incurred $116, $92 and
$194 of incentive management fees during each of the three years ended
December 31, 2003, 2002 and 2001, respectively. No equipment
liquidation fees were incurred during these periods.
The Partnership's container fleet is managed by TEM. In its role as
manager, TEM has authority to acquire, hold, manage, lease, sell and
dispose of the containers. TEM holds, for the payment of direct
operating expenses, a reserve of cash that has been collected from
leasing operations; such cash is included in due from affiliates, net,
at December 31, 2003 and 2002.
Subject to certain reductions, TEM receives a monthly equipment
management fee equal to 7% of gross lease revenues attributable to
operating leases and 2% of gross lease revenues attributable to full
payout net leases. For the years ended December 31, 2003, 2002 and
2001, equipment management fees totaled $328, $327 and $419,
respectively.
Certain indirect general and administrative costs such as salaries,
employee benefits, taxes and insurance are incurred in performing
administrative services necessary to the operation of the Partnership.
These costs are incurred and paid by TFS and TEM. Total general and
administrative costs allocated to the Partnership were as follows:
2003 2002 2001
---- ---- ----
Salaries $127 $151 $171
Other 93 88 113
--- --- ---
Total general and
administrative costs $220 $239 $284
=== === ===
TEM allocates these general and administrative costs based on the
ratio of the Partnership's interest in the managed containers to the
total container fleet managed by TEM during the period. TFS allocates
these costs based on the ratio of the Partnership's investors to the
total number of investors of all limited partnerships managed by TFS
or equally among all the limited partnerships managed by TFS. The
General Partners allocated the following general and administrative
costs to the Partnership during the years ended December 31, 2003,
2002 and 2001:
2003 2002 2001
---- ---- ----
TEM $188 $207 $248
TFS 32 32 36
--- --- ---
Total general and
administrative costs $220 $239 $284
=== === ===
At December 31, 2003 and 2002, due from affiliates, net, is comprised
of:
2003 2002
---- ----
Due from affiliates:
Due from TEM................... $133 $92
--- --
Due to affiliates:
Due to TL...................... - 1
Due to TCC..................... 5 10
Due to TFS..................... 26 26
--- --
31 37
--- --
Due from affiliates, net $102 $55
=== ==
These amounts receivable from and payable to affiliates were incurred
in the ordinary course of business between the Partnership and its
affiliates and represent timing differences in the accrual and
remittance of expenses, fees and distributions described above and in
the accrual and remittance of net rental revenues and container sales
proceeds from TEM.
Note 3. Lease Rental Income (unaudited)
Leasing income arises principally from the renting of containers to
various international shipping lines. Revenue is recorded when earned
according to the terms of the container rental contracts. These
contracts are typically for terms of five years or less. The following
is the lease mix of the on-lease containers (in units) at December 31,
2003 and 2002:
2003 2002
---- ----
On-lease under master leases 3,849 4,833
On-lease under long-term leases 3,264 3,160
----- -----
Total on-lease containers 7,113 7,993
===== =====
Under master lease agreements, the lessee is not committed to lease a
minimum number of containers from the Partnership during the lease
term and may generally return any portion or all the containers to the
Partnership at any time, subject to certain restrictions in the lease
agreement. Under long-term lease agreements, containers are usually
leased from the Partnership for periods of between three to five
years. Such leases are generally cancelable with a penalty at the end
of each twelve-month period. Under direct finance leases, the
containers are usually leased from the Partnership for the remainder
of the container's useful life with a purchase option at the end of
the lease term.
The remaining containers are off-lease and are being stored primarily
at a large number of storage depots. At December 31, 2003 and 2002
approximately 5% and 10%, respectively of the Partnership's off-lease
containers had been specifically identified as for sale.
Note 4. Income Taxes
At December 31, 2003, 2002 and 2001, there were temporary differences
of $12,420, $13,712 and $15,276, respectively, between the financial
statement carrying value of certain assets and liabilities and the
federal income tax basis of such assets and liabilities. The
reconciliation of net income for financial statement purposes to net
income for federal income tax purposes for the years ended December
31, 2003, 2002 and 2001 is as follows:
2003 2002 2001
---- ---- ----
Net income per financial statements.................... $ 761 $ 87 $ 515
Decrease in provision for bad debt..................... (13) (33) (105)
Depreciation for federal income tax purposes less
than (in excess) of depreciation for financial
statement purposes.................................... 359 287 (373)
Gain on sale of fixed assets for federal income tax
purposes in excess of gain/loss recognized for
financial statement purposes.......................... 882 1,291 2,091
Increase (decrease) in damage protection
plan costs............................................ 64 19 (44)
----- ----- -----
Net income for
federal income tax purposes........................... $2,053 $1,651 $2,084
===== ===== =====
TEXTAINER EQUIPMENT INCOME FUND II, L.P.
(a California Limited Partnership)
Selected Quarterly Financial Data (Unaudited)
- ---------------------------------------------------------------------------------------------------------------------------
The following is a summary of selected quarterly financial data for the years ended
December 31, 2003 and 2002:
(Amounts in thousands)
2003 Quarters Ended
---------------------------------------------------------------------------
Mar. 31 June 30 Sept. 30 Dec. 31
---------------------------------------------------------------------------
Rental income $1,202 $1,190 $1,162 $1,133
Income from operations $ 283 $ 145 $ 156 $ 173
Net earnings $ 284 $ 146 $ 157 $ 174
Limited partners' share of net earnings $ 274 $ 136 $ 148 $ 166
Limited partners' share of distributions $ 933 $ 993 $ 870 $ 779
2002 Quarters Ended
---------------------------------------------------------------------------
Mar. 31 June 30 Sept. 30 Dec. 31
---------------------------------------------------------------------------
Rental income $1,136 $1,105 $1,207 $1,264
(Loss) income from operations $ (138) $ 70 $ (450) $ 598
Net (loss) earnings $ (137) $ 72 $ (448) $ 600
Limited partners' share of net (loss) earnings $ (146) $ 61 $ (456) $ 591
Limited partners' share of distributions $ 917 $ 974 $ 790 $ 936
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
There have been none.
ITEM 9.A. CONTROLS AND PROCEDURES
Based on an evaluation of the Partnership's disclosure controls and procedures
(as defined in Rules 13a-15 and 15d-15 of the Securities Exchange Act of 1934),
the managing general partner's principal executive officer and principal
financial officer have found those controls and procedures to be effective as of
the end of the period covered by the report. There has been no change in the
Partnership's internal control over financial reporting that occurred during the
Partnership's last fiscal quarter (the Partnership's fourth fiscal quarter in
the case of an annual report), and which has materially affected, or is
reasonably likely materially to affect, the Partnership's internal control over
financial reporting.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The Registrant has no officers or directors.
The Registrant's three general partners are TFS, TEM and TL. TFS is the Managing
General Partner of the Partnership and is a wholly-owned subsidiary of TCC. TEM
and TL are Associate General Partners of the Partnership. The Managing General
Partner and Associate General Partners are collectively referred to as the
General Partners. TCC, TEM and TL are wholly-owned subsidiaries of Textainer
Group Holdings Limited (TGH). The General Partners act in this capacity for
other limited partnerships.
TFS, as the Managing General Partner, is responsible for managing the
administration and operation of the Registrant, and for the formulation and
administration of investment policies.
TEM, an Associate General Partner, manages all aspects of the operation of the
Registrant's equipment.
TL, an Associate General Partner, owns a fleet of container rental equipment,
which is managed by TEM. TL provides advice to the Partnership regarding
negotiations with financial institutions, manufacturers and equipment owners,
and regarding the terms upon which particular items of equipment were acquired.
Section 16(a) Beneficial Ownership Reporting Compliance.
- --------------------------------------------------------
Section 16(a) of the Securities Exchange Act of 1934 requires the Partnership's
General Partners, policy-making officials and persons who beneficially own more
than ten percent of the Units to file reports of ownership and changes in
ownership with the Securities and Exchange Commission. Copies of these reports
must also be furnished to the Partnership.
Based solely on a review of the copies of such forms furnished to the
Partnership or on written representations that no forms were required to be
filed, the Partnership believes that with respect to its most recent fiscal year
ended December 31, 2003, all Section 16(a) filing requirements were complied
with. No member of management, or beneficial owner, owned more than 10 percent
of limited partnership interest in the Partnership. None of the individuals
subject to Section 16(a) failed to file or filed late any reports of
transactions in the Units.
Code of Ethics
- --------------
The Registrant has adopted a code of ethics that applies to its principal
executive officer, principal financial officer, principal accounting officer or
controller, or persons performing similar functions. The Registrant has posted
this code of ethics on its Internet website at the following address:
www.textainer.com/sharehld/codeofethics.pdf.
- --------------------------------------------
Directors and Executive Officers of the General Partners
- --------------------------------------------------------
The directors and executive officers of the General Partners are as follows:
Name Age Position
- ---- --- --------
Neil I. Jowell 70 Director and Chairman of TGH, TEM, TL, TCC and TFS
John A. Maccarone 59 President, CEO and Director of TGH, TEM, TL, TCC and TFS
James E. Hoelter 64 Director of TGH, TCC and TFS
Philip K. Brewer 47 Senior Vice President - Asset Management Group and Director of TL
Robert D. Pedersen 44 Senior Vice President - Leasing Group, Director of TEM
Ernest J. Furtado 48 Senior Vice President, CFO and Secretary of TGH, TEM, TL, TCC and TFS,
Director of TL, TCC and TFS
Gregory W. Coan 40 Vice President and Chief Information Officer of TEM
Wolfgang Geyer 50 Regional Vice President - Europe
Mak Wing Sing 46 Regional Vice President - South Asia
Masanori Sagara 48 Regional Vice President - North Asia
Stefan Mackula 51 Vice President - Equipment Resale
Anthony C. Sowry 51 Vice President - Corporate Operations and Acquisitions
Richard G. Murphy 51 Vice President - Risk Management
Janet S. Ruggero 55 Vice President - Administration and Marketing Services
Jens W. Palludan 53 Regional Vice President - Americas and Logistics
Isam K. Kabbani 69 Director of TGH
James A. C. Owens 64 Director of TGH, TEM and TL
S. Arthur Morris 70 Director of TGH, TEM and TL
Dudley R. Cottingham 52 Assistant Secretary, Vice President and Director of TGH, TEM and TL
Cecil Jowell 68 Director of TGH, TEM and TL
Henrick van der Merwe 56 Director of TGH, TEM and TL
James E. McQueen 59 Director of TGH, TEM and TL
Harold J. Samson 81 Director of TCC and TFS
Nadine Forsman 36 Controller of TCC and TFS
Unless otherwise noted, all directors have served as directors of the General
Partners as detailed above at least since 1993 when the reorganization of the
General Partners occurred, as described on the previous page.
Neil I. Jowell is Director and Chairman of TGH, TEM, TL, TCC and TFS and a
member of the Investment Advisory Committee and Audit Committee (see
"Committees" below). Mr. Jowell became Director and Chairman of TEM in 1994. He
has served on the Board of Trencor Ltd. (Trencor) since 1966 and as Chairman
since 1973. He is also a Director of Mobile Industries Ltd. (Mobile) (1969 to
present), which is the major shareholder in Trencor, a publicly traded company
listed on the JSE Securities Exchange South Africa. Trencor's core businesses
are the owning, financing, leasing and managing of marine cargo containers and
returnable packaging units worldwide, finance related activities and supply
chain management services. Other interests are the manufacture and export of
tank containers for international markets and road trailer manufacturing. He is
also a Director of a number of Mobile's and Trencor's subsidiaries. Mr. Jowell
became affiliated with the General Partners and its affiliates when Trencor
became, through its beneficial ownership in two controlled companies, a major
shareholder of TGH in 1992. Mr. Jowell has over 40 years' experience in the
transportation industry. He holds an M.B.A. degree from Columbia University and
Bachelor of Commerce and Ll.B. degrees from the University of Cape Town. Mr.
Neil I. Jowell and Mr. Cecil Jowell are brothers.
John A. Maccarone is President, CEO and Director of TGH, TEM, TL, TCC and
TFS. Mr. Maccarone became President, CEO of TGH, TL, TCC and TFS in 1998 and a
director of TEM in 1994. In this capacity, he is responsible for overseeing the
management of and coordinating the activities of Textainer's worldwide fleet of
marine cargo containers and the activities of TGH, TL, TCC and TFS.
Additionally, he is Chairman of the Equipment Investment Committee, the Credit
Committee and the Investment Advisory Committee (see "Committees", below). Mr.
Maccarone was instrumental in co-founding Intermodal Equipment Associates (IEA),
a marine container leasing company based in San Francisco, and held a variety of
executive positions with IEA from 1979 until 1987, when he joined the Textainer
Group. Mr. Maccarone was previously a Director of Marketing for Trans Ocean
Leasing Corporation in Hong Kong with responsibility for all leasing activities
in Southeast Asia. From 1969 to 1977, Mr. Maccarone was a marketing
representative for IBM Corporation. He holds a Bachelor of Science degree in
Engineering Management from Boston University and an M.B.A. from Loyola
University of Chicago.
James E. Hoelter is a director of TGH, TCC and TFS. In addition, Mr.
Hoelter is a member of the Equipment Investment Committee, the Investment
Advisory Committee and the Audit Committee (see "Committees", below). Mr.
Hoelter was the President and Chief Executive Officer of TGH and TL from 1993 to
1998 and was a director of TEM and TL until March 2003. Mr. Hoelter serves as a
consultant to Trencor (1999 to present). Mr. Hoelter became a director of
Trencor in December 2002 and he serves as a director of Trenstar Ltd., a Trencor
affiliate. Prior to joining the Textainer Group in 1987, Mr. Hoelter was
president of IEA. Mr. Hoelter co-founded IEA in 1978 with Mr. Maccarone and was
president from inception until 1987. From 1976 to 1978, Mr. Hoelter was vice
president for Trans Ocean Ltd., San Francisco, a marine container leasing
company, where he was responsible for North America. From 1971 to 1976, he
worked for Itel Corporation, San Francisco, where he was director of financial
leasing for the container division. Mr. Hoelter received his B.B.A. in finance
from the University of Wisconsin, where he is an emeritus member of its Business
School's Dean's Advisory Board, and his M.B.A. from the Harvard Graduate School
of Business Administration.
Philip K. Brewer is Senior Vice President - Asset Management Group and has
been such since 1999. Mr. Brewer has been a director of TL since 2000 and was a
director of TEM from August 2002 through March 2003. He was President of TCC and
TFS from January 1, 1998 to December 31, 1998 until his appointment as Senior
Vice President - Asset Management Group. As Senior Vice President, he is
responsible for optimizing the capital structure of and identifying new sources
of finance for Textainer, as well as overseeing the management of and
coordinating the activities of Textainer's risk management, logistics and the
resale divisions. Mr. Brewer is a member of the Equipment Investment Committee,
the Credit Committee and was a member of the Investment Advisory Committee
through December 31, 1998 (see "Committees" below). Prior to joining Textainer
in 1996, as Senior Vice President - Capital Markets for TGH and TL, Mr. Brewer
worked at Bankers Trust from 1990 to 1996, starting as a Vice President in
Corporate Finance and ending as Managing Director and Country Manager for
Indonesia; from 1989 to 1990, he was Vice President in Corporate Finance at
Jarding Fleming; from 1987 to 1989, he was Capital Markets Advisor to the United
States Agency for International Development; and from 1984 to 1987 he was an
Associate with Drexel Burnham Lambert in New York. Mr. Brewer holds an M.B.A. in
Finance from the Graduate School of Business at Columbia University, and a B.A.
in Economics and Political Science from Colgate University.
Robert D. Pedersen is Senior Vice-President - Leasing Group responsible for
worldwide sales and marketing related activities and operations since 1999. Mr.
Pederson has also served as a Director of TEM, since 1997. Mr. Pedersen is a
member of the Equipment Investment Committee and the Credit Committee (see
"Committees" below). He joined Textainer in 1991 as Regional Vice President for
the Americas Region. Mr. Pedersen has extensive experience in the industry
having held a variety of positions with Klinge Cool, a manufacturer of
refrigerated container cooling units (from 1989 to 1991), where he was worldwide
sales and marketing director, XTRA, a container lessor (from 1985 to 1988) and
Maersk Line, a container shipping line (from 1978 to 1984). Mr. Pedersen is a
graduate of the A.P. Moller shipping and transportation program and the Merkonom
Business School in Copenhagen, majoring in Company Organization.
Ernest J. Furtado is Senior Vice President, CFO and Secretary of TGH, TEM,
TL, TCC and TFS and has been such since 1999. Mr. Furtado is a Director of TCC
and TFS, and has served as such since 1997. He was a director of TEM from 2002
through March 2003 and became a director of TL in March 2003. As Senior Vice
President, CFO and Secretary, he is responsible for all accounting, financial
management, and reporting functions for TGH, TEM, TL, TCC and TFS. Additionally,
he is a member of the Investment Advisory Committee for which he serves as
Secretary, the Equipment Investment Committee and the Credit Committee (see
"Committees", below). Prior to these positions, he held a number of accounting
and financial management positions at Textainer, of increasing responsibility.
Prior to joining Textainer in May 1991, Mr. Furtado was Controller for Itel
Instant Space and manager of accounting for Itel Containers International
Corporation, both in San Francisco, from 1984 to 1991. Mr. Furtado's earlier
business affiliations include serving as audit manager for Wells Fargo Bank and
as senior accountant with John F. Forbes & Co., both in San Francisco. He is a
Certified Public Accountant and holds a B.S. in business administration from the
University of California at Berkeley and an M.B.A. in information systems from
Golden Gate University.
Gregory W. Coan is Vice President and Chief Information Officer of TEM and
has served as such since 2001. In this capacity, Mr. Coan is responsible for the
worldwide information systems of Textainer. He also serves on the Credit
Committee (see "Committees", below). Prior to these positions, Mr. Coan was the
Director of Communications and Network Services from 1995 to 1999, where he was
responsible for Textainer's network and hardware infrastructure. Mr. Coan holds
a Bachelor of Arts degree in political science from the University of California
at Berkeley and an M.B.A. with an emphasis in telecommunications from Golden
Gate University.
Wolfgang Geyer is based in Hamburg, Germany and is Regional Vice President
- - Europe, responsible for coordinating all leasing activities in Europe, Africa
and the Middle East/Persian Gulf and has served as such since 1997. Mr. Geyer
joined Textainer in 1993 and was the Marketing Director in Hamburg through July
1997. From 1991 to 1993, Mr. Geyer most recently was the Senior Vice President
for Clou Container Leasing, responsible for its worldwide leasing activities.
Mr. Geyer spent the remainder of his leasing career, 1975 through 1991, with
Itel Container, during which time he held numerous positions in both operations
and marketing within the company.
Mak Wing Sing is based in Singapore and is the Regional Vice President -
South Asia, responsible for container leasing activities in North/Central
People's Republic of China, Hong Kong, South China (PRC), Southeast Asia and
Australia/New Zealand and has served as such since 1996. Mr. Mak most recently
was the Regional Manager, Southeast Asia, for Trans Ocean Leasing, from 1994 to
1996. From 1987 to 1994, Mr. Mak worked with Tiphook as their Regional General
Manager, and with OOCL from 1976 to 1987 in a variety of positions, most
recently as their Logistics Operations Manager.
Masanori Sagara is based in Yokohama, Japan and is the Regional Vice
President - North Asia, responsible for container leasing activities in Japan,
Korea, and Taiwan and has served as such since 1996. Mr. Sagara joined Textainer
in 1990 and was the company's Marketing Director in Japan through 1996. From
1987 to 1990, he was the Marketing Manager at IEA. Mr. Sagara's other experience
in the container leasing business includes marketing management at Genstar from
1984 to 1987 and various container operations positions with Thoresen & Company
from 1979 to 1984. Mr. Sagara holds a Bachelor of Science degree in Economics
from Aoyama Bakuin University.
Stefan Mackula is Vice President - Equipment Resale, responsible for
coordinating the worldwide sale of equipment into secondary markets and has
served as such since 1993. Mr. Mackula also served as Vice President - Marketing
from 1989 to 1991 where he was responsible for coordinating all leasing
activities in Europe, Africa, and the Middle East. Mr. Mackula joined Textainer
in 1983 as Leasing Manager for the United Kingdom. Prior to joining Textainer,
Mr. Mackula held, beginning in 1972, a variety of positions in the international
container shipping industry.
Anthony C. Sowry is Vice President - Corporate Operations and Acquisitions
and has served as such since 1996. He is also a member of the Equipment
Investment Committee and the Credit Committee (see "Committees", below). Mr.
Sowry supervises all international container operations, maintenance and
technical functions for the fleets under Textainer's management. In addition, he
is responsible for the acquisition of all new and used containers for the
Textainer Group. He began his affiliation with Textainer in 1982, when he served
as Fleet Quality Control Manager for Textainer Inc. until 1988. From 1980 to
1982, he was operations manager for Trans Container Services in London; and from
1978 to 1982, he was a technical representative for Trans Ocean Leasing, also in
London. He received his B.A. degree in business management from the London
School of Business. Mr. Sowry is a member of the Technical Committee of the
International Institute of Container Lessors and a certified container
inspector.
Richard G. Murphy is Vice President - Risk Management, responsible for all
credit and risk management functions and has served as such since 1996. He also
supervises the administrative aspects of equipment acquisitions. He is a member
of and acts as secretary to the Equipment Investment and Credit Committees (see
"Committees", below). He has held a number of positions at Textainer, including
Director of Credit and Risk Management from 1989 to 1991 and as Controller from
1988 to 1989. Prior to the takeover of the management of the Interocean Leasing
Ltd. fleet by TEM in 1988, Mr. Murphy held various positions in the accounting
and financial areas with that company from 1980, acting as Chief Financial
Officer from 1984 to 1988. Prior to 1980, he held various positions with firms
of public accountants in the U.K. Mr. Murphy is an Associate of the Institute of
Chartered Accountants in England and Wales and holds a Bachelor of Commerce
degree from the National University of Ireland.
Janet S. Ruggero is Vice President - Administration and Marketing Services
and has served as such since 1993. Ms. Ruggero is responsible for the tracking
and billing of fleets under TEM management, including direct responsibility for
ensuring that all data is input in an accurate and timely fashion. She assists
the marketing and operations departments by providing statistical reports and
analyses and serves on the Credit Committee (see "Committees", below). Prior to
joining Textainer in 1986, Ms. Ruggero held various positions with Gelco CTI
over the course of 15 years, the last one as Director of Marketing and
Administration for the North American Regional office in New York City. She has
a B.A. in education from Cumberland College.
Jens W. Palludan is based in Hackensack, New Jersey and is the Regional
Vice President - Americas and Logistics, responsible for container leasing
activities in North/South America and for coordinating container logistics and
has served as such since 2001. He joined Textainer in 1993 as Regional Vice
President - Americas/Africa/Australia, responsible for coordinating all leasing
activities in North and South America, Africa and Australia/New Zealand. Mr.
Palludan spent his career from 1969 through 1992 with Maersk Line of Copenhagen,
Denmark in a variety of key management positions in both Denmark and overseas.
Mr. Palludan's most recent position at Maersk was that of General Manager,
Equipment and Terminals, where he was responsible for the entire managed fleet.
Mr. Palludan holds an M.B.A. from the Centre European D'Education Permanente,
Fontainebleau, France.
Sheikh Isam K. Kabbani is a director of TGH and was a director of TL
through March 2003. He is Chairman and principal stockholder of the IKK Group,
Jeddah, Saudi Arabia, a manufacturing and trading group which is active both in
Saudi Arabia and internationally. In 1959 Sheikh Isam Kabbani joined the Saudi
Arabian Ministry of Foreign Affairs, and in 1960 moved to the Ministry of
Petroleum for a period of ten years. During this time he was seconded to the
Organization of Petroleum Exporting Countries (OPEC). After a period as Chief
Economist of OPEC, in 1967 he became the Saudi Arabian member of OPEC's Board of
Governors. In 1970 he left the Ministry of Petroleum to establish his own
business, the National Marketing Group, which has since been his principal
business activity. Sheikh Kabbani holds a B.A. degree from Swarthmore College,
Pennsylvania, and an M.A. degree in Economics and International Relations from
Columbia University.
James A. C. Owens is a director of TGH and TL, and beginning in March 2003,
a director of TEM. Mr. Owens has been associated with the Textainer Group since
1980. In 1983 he was appointed to the Board of Textainer Inc., and served as
President of Textainer Inc. from 1984 to 1987. From 1987 to 1998, Mr. Owens
served as an alternate director on the Boards of TI, TGH and TL and has served
as director of TGH and TL since 1998. Apart from his association with the
Textainer Group, Mr. Owens has been involved in insurance and financial
brokerage companies and captive insurance companies. He is a member of a number
of Boards of Directors of non-U.S. companies. Mr. Owens holds a Bachelor of
Commerce degree from the University of South Africa.
S. Arthur Morris is a director of TGH, TEM and TL. Mr. Morris became a
director of TL and TGH in 1993 and became a director of TEM in 1994. He is a
founding partner in the firm of Morris and Kempe, Chartered Accountants
(1962-1977) and currently functions as a correspondent member of a number of
international accounting firms through his firm Arthur Morris and Company (1977
to date). He is also President and director of Continental Management Limited
(1977 to date) and Continental Trust Corporation Limited (1994 to date).
Continental Management Limited is a Bermuda corporation that provides corporate
representation, administration and management services and Continental Trust
Corporation Limited is a Bermuda Corporation that provides corporate and
individual trust administration services. He has also served as a director of
Turks & Caicos First Insurance Company Limited since 1993. Mr. Morris has over
30 years experience in public accounting and serves on numerous business and
charitable organizations in the Cayman Islands and Turks and Caicos Islands.
Dudley R. Cottingham is Assistant Secretary, Vice President and a director
of TGH, TEM and TL. Mr. Cottingham became a director of TEM in 1994 and has
served in these other positions since 1993. He is a partner with Arthur Morris
and Company (1977 to date) and a Vice President and director of Continental
Management Limited (1978 to date) and Continental Trust Corporation Limited,
which are all in the Cayman Islands and Turks and Caicos Islands. Continental
Management Limited is a Bermuda corporation that provides corporate
representation, administration and management services and Continental Trust
Corporation Limited is a Bermuda corporation that provides corporate and
individual trust administration services. He has also served as a director of
Turks & Caicos First Insurance Company Limited since 1993. Mr. Cottingham has
over 20 years experience in public accounting with responsibility for a variety
of international and local clients.
Cecil Jowell is a director of TGH, TEM and TL and has been such since March
2003. Mr. Jowell is also a Director and Chairman of Mobile Industries Ltd.
(Mobile), which is a public company, quoted on the JSE Securities Exchange South
Africa. Mr. Jowell has been a Director of Mobile since 1969 and was appointed
Chairman in 1973. It is the major shareholder in Trencor Ltd. (Trencor), a
publicly traded company listed on the JSE Securities Exchange South Africa.
Trencor's core businesses are the owning, financing, leasing and managing of
marine cargo containers and returnable packaging units worldwide, finance
related activities and supply chain management services. Other interests are the
manufacture and export of tank containers for international markets and road
trailer manufacturing. He is an Executive Director of Trencor and has been an
executive in that group for over 40 years. Mr. Jowell is also a Director of a
number of Mobile's and Trencor's subsidiaries as well as a Director of
Scientific Development and Integration (Pty) Ltd, a scientific research company.
Mr. Jowell was a Director and Chairman of WACO International Ltd., an
international industrial group listed on the JSE Securities Exchange South
Africa, and with subsidiaries listed on the Sydney and London Stock Exchanges
from 1997 through 2000. Mr. Jowell holds a Bachelor of Commerce and Ll.B.
degrees from the University of Cape Town and is a graduate of the Institute of
Transport. Mr. Cecil Jowell and Mr. Neil I. Jowell are brothers.
Hendrik R. van der Merwe is a Director of TGH, TEM and TL and has served as
such since March 2003. Mr. van der Merwe is also an Executive Director of
Trencor Ltd. (Trencor) and has served as such since 1998. In this capacity, he
is responsible for certain operating entities and strategic and corporate
functions within the Trencor group of companies. Trencor is a publicly traded
company listed on the JSE Securities Exchange South Africa. Its core businesses
are the owning, financing, leasing and managing of marine cargo containers and
returnable packaging units worldwide, finance related activities and supply
chain management services. Other interests are the manufacture and export of
tank containers for international markets and road trailer manufacturing. Mr.
van der Merwe is currently also Chairman of TrenStar, Inc., based in Denver,
Colorado and a Director of various companies in the TrenStar group and other
companies in the wider Trencor group and has been such since 2000. Mr. van der
Merwe served as Deputy Chairman for Waco International Ltd., an international
industrial group listed on the JSE Securities Exchange South Africa and with
subsidiaries listed on the Sydney and London Stock Exchanges from 1991 to 1998,
where he served on the Boards of those companies. From 1990 to 1991, he held
various senior executive positions in the banking sector in South Africa, lastly
as Chief Executive Officer of Sendbank, the corporate/merchant banking arm of
Bankorp Group Ltd. Prior to entering the business world, Mr. van der Merwe
practiced as an attorney at law in Johannesburg, South Africa. Mr. van der Merwe
holds a Bachelor of Arts and Ll.B. degrees from the University of Stellenbosch
and an Ll.M (Taxation) degree from the University of the Witwatersrand.
James E. McQueen is a Director of TGH, TEM and TL and has served as such
since March 2003. Mr. McQueen joined Trencor Ltd. (Trencor) in June 1976 and has
served on the Board of the company as Financial Director (CFO) since 1996.
Trencor is a publicly traded company listed on the JSE Securities Exchange South
Africa. Its core businesses are the owning, financing, leasing and managing of
marine cargo containers and returnable packaging units worldwide, finance
related activities and supply chain management services. Other interests are the
manufacture and export of road tank containers for international markets and
trailer manufacturing. Mr. McQueen is also a Director of a number of Trencor's
subsidiaries. Prior to joining Trencor, Mr. McQueen was an accountant in public
practice. He holds a Bachelor of Commerce degree from the University of Cape
Town and is a Chartered Accountant (South Africa).
Harold J. Samson is a director of TCC and TFS since 2003 and is a member of
the Investment Advisory Committee and the Audit Committee (see Committees",
below). He was a director of TGH and TL from 1993 and from 1994, respectively,
and through December 31, 2002. Mr. Samson served as a consultant to various
securities firms from 1981 to 1989. From 1974 to 1981 he was Executive Vice
President of Foster & Marshall, Inc., a New York Stock Exchange member firm
based in Seattle. Mr. Samson was a director of IEA from 1979 to 1981. From 1957
to 1984 he served as Chief Financial Officer in several New York Stock Exchange
member firms. Mr. Samson holds a B.S. in Business Administration from the
University of California, Berkeley and is a California Certified Public
Accountant.
Nadine Forsman is the Controller of TCC and TFS and has served as such
since 1996. Additionally, she is a member of the Investment Advisory Committee
and Equipment Investment Committee (See "Committees" below). As controller of
TCC and TFS, she is responsible for accounting, financial management and
reporting functions for TCC and TFS as well as overseeing all communications
with the Limited Partners and as such, supervises personnel in performing these
functions. Prior to joining Textainer in August 1996, Ms. Forsman was employed
by KPMG LLP, holding various positions, the most recent of which was manager,
from 1990 to 1996. Ms. Forsman is a Certified Public Accountant and holds a B.S.
in Accounting and Finance from San Francisco State University.
Committees
The Managing General Partner has established the following committees to
facilitate decisions involving credit and organizational matters, negotiations,
documentation, management and final disposition of equipment for the Partnership
and for other programs organized by the Textainer Group. Further, the Managing
General Partner has established an audit committee, as described below.
Equipment Investment Committee. The Equipment Investment Committee reviews
the equipment leasing operations of the Partnership on a regular basis with
emphasis on matters involving equipment purchases, equipment remarketing issues,
and decisions regarding ultimate disposition of equipment. The members of the
committee are John A. Maccarone (Chairman), James E. Hoelter, Anthony C. Sowry,
Richard G. Murphy (Secretary), Philip K. Brewer, Robert D. Pedersen, Ernest J.
Furtado and Nadine Forsman.
Credit Committee. The Credit Committee establishes credit limits for every
lessee and potential lessee of equipment and periodically reviews these limits.
In setting such limits, the Credit Committee considers such factors as customer
trade routes, country, political risk, operational history, credit references,
credit agency analyses, financial statements, and other information. The members
of the Credit Committee are John A. Maccarone (Chairman), Richard G. Murphy
(Secretary), Janet S. Ruggero, Anthony C. Sowry, Philip K. Brewer, Ernest J.
Furtado, Robert D. Pedersen and Gregory W. Coan.
Investment Advisory Committee. The Investment Advisory Committee reviews
investor program operations on at least a quarterly basis, emphasizing matters
related to cash distributions to investors, cash flow management, portfolio
management, and liquidation. The Investment Advisory Committee is organized with
a view to applying an interdisciplinary approach, involving management,
financial, legal and marketing expertise, to the analysis of investor program
operations. The members of the Investment Advisory Committee are John A.
Maccarone (Chairman), James E. Hoelter, Ernest J. Furtado (Secretary), Nadine
Forsman, Harold J. Samson and Neil I. Jowell.
Audit Committee. The Managing General Partner has established an audit
committee to oversee the accounting and financial reporting processes and audits
of the financial statements of the Partnership as well as other partnerships
managed by the General Partners. The members of the audit committee are James E.
Hoelter, Neil I. Jowell and Harold J. Samson. The Managing General Partner's
board of directors has determined that the audit committee has a financial
expert serving on it. That member is Harold J. Samson and he is independent, as
that term is used in Item 7(d)(3)(iv) of Schedule 14A under the Securities
Exchange Act of 1934.
ITEM 11. EXECUTIVE COMPENSATION
The Registrant has no executive officers and does not reimburse TFS, TEM or TL
for the remuneration payable to their executive officers. For information
regarding reimbursements made by the Registrant to the General Partners, see
note 2 of the Financial Statements in Item 8. See also Item 13(a) below.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
(a) Security Ownership of Certain Beneficial Owners.
There is no person or "Group" who is known to the Registrant to be the
beneficial owner of more than five percent of the outstanding units of
limited partnership investment of the Registrant.
(b) Security Ownership of Management.
As of January 1, 2004:
Number
Name of Beneficial Owner Of Units % All Units
------------------------ -------- -----------
James E. Hoelter 438 0.012%
John A. Maccarone 500 0.014%
Harold J. Samson 2,500 0.069%
----- ------
Directors, Officers and Management as a Group 3,438 0.095%
===== ======
(c) Changes in Control.
Inapplicable.
PART 201 (d) Securities Under Equity Compensation Plans.
Inapplicable.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
(Amounts in thousands)
(a) Transactions with Management and Others.
At December 31, 2003, due from affiliates, net, is comprised of:
Due from affiliates:
Due from TEM.................. $133
---
Due to affiliates:
Due to TL..................... -
Due to TCC.................... 5
Due to TFS.................... 26
---
31
Due from affiliates, net $102
===
These amounts receivable from and payable to affiliates were incurred in the
ordinary course of business between the Partnership and its affiliates and
represent timing differences in the accrual and remittance of expenses, fees and
distributions and in the accrual and remittance of net rental revenues and
container sales proceeds from TEM.
In addition, for the year ended December 31, 2003, the Registrant paid or
will pay the following amounts to the General Partners:
Management fees in connection with the operations of the Registrant:
TEM.................................. $354
TFS.................................. 90
---
Total................................ $444
===
Reimbursement for administrative costs in connection with the operations of
the Registrant:
TEM.................................. $188
TFS.................................. 32
---
Total................................ $220
===
For more information on these transactions, see Note 2 to the Financial
Statements in Item 8. The Registrant contemplates that payments and
reimbursements will be made to the General Partners under these same
arrangements in the current fiscal year.
(b) Certain Business Relationships.
Inapplicable.
(c) Indebtedness of Management.
Inapplicable.
(d) Transactions with Promoters.
Inapplicable.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
Registrant incurred the following accounting fees from KPMG LLP during the
years ended December 31, 2003 and 2002:
2003 2002
---- ----
Audit fees.................. $28 $24
== ==
The Registrant first established its audit committee in 2002. The
Registrant's audit committee has approved the audit services for the
preparation of the Registrant's current year's financial statements and any
related, underlying business transactions, as well as tax consultation
services up to a specified dollar amount, all subject to ongoing reports
made to the audit committee. The committee has not otherwise authorized
pre-approvals, or delegated its authority to grant pre-approvals, of audit
or non-audit services.
PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a) 1. Audited financial statements of the Registrant for the year ended
December 31, 2003 are contained in Item 8 of this Report.
2. Financial Statement Schedules.
(i) Independent Auditors' Report on Supplementary Schedule.
(ii) Schedule II - Valuation and Qualifying Accounts.
3. Exhibits
Exhibits 31.1 and 31.2 Certifications pursuant to Rules 13a-14 or
15d-14 of the Securities and Exchange Act of 1934.
Exhibits 32.1 and 32.2 Certifications pursuant to 18 U.S.C. Section
1350, as adopted, and regarding Section 906 of the Sarbanes-Oxley Act
of 2002.
Exhibits incorporated by reference
The Registrant's limited partnership agreement, Exhibit A to the
Prospectus, as contained in Pre-Effective Amendment No. 2 to the
Registrant's Registration Statement (No. 33-29990), filed with
the Commission on November 3, 1989 as supplemented by
Post-Effective Amendment No. 2 filed with the Commission under
Section 8(c) of the Securities Act of 1933 on December 11, 1990.
(b) During the year ended 2003, no reports on Form 8-K have been filed by the
Registrant.
Independent Auditors' Report on Supplementary Schedule
------------------------------------------------------
The Partners
Textainer Equipment Income Fund II, L.P.:
Under the date of February 19, 2004, we reported on the balance sheets of
Textainer Equipment Income Fund II, L.P. (the Partnership) as of December 31,
2003 and 2002, and the related statements of earnings, partners' capital and
cash flows for each of the years in the three-year period ended December 31,
2003, which are included in the 2003 annual report on Form 10-K. In connection
with our audit of the aforementioned financial statements, we also audited the
related financial statement schedule as listed in Item 15. This financial
statement schedule is the responsibility of the Partnership's management. Our
responsibility is to express an opinion on this financial statement schedule
based on our audits.
In our opinion, such schedule, when considered in relation to the basic
financial statements taken as a whole, presents fairly, in all material
respects, the information set forth therein.
/s/ KPMG LLP
San Francisco, California
February 19, 2004
TEXTAINER EQUIPMENT INCOME FUND II, L.P.
(a California Limited Partnership)
Schedule II - Valuation and Qualifying Accounts
(Amounts in thousands)
- -----------------------------------------------------------------------------------------------------------------------
Charged Balance
Balance at to Costs at End
Beginning And of
of Period Expenses Deduction Period
---------- -------- --------- -------
For the year ended December 31, 2003:
Allowance for
doubtful accounts $ 81 $ - $ (13) $ 68
--- --- ---- ---
Accrued damage protection
plan costs $126 $138 $ (74) $190
--- --- ---- ---
For the year ended December 31, 2002:
Allowance for
doubtful accounts $114 $ 19 $ (52) $ 81
--- --- ---- ---
Accrued damage protection
plan costs $107 $ 87 $ (68) $126
--- --- ---- ---
For the year ended December 31, 2001:
Allowance for
doubtful accounts $219 $(21) $ (84) $114
--- --- ---- ---
Accrued damage protection
plan costs $151 $157 $(201) $107
--- --- ---- ---
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
TEXTAINER EQUIPMENT INCOME FUND II, L.P.
A California Limited Partnership
By Textainer Financial Services Corporation
The Managing General Partner
By
____________________________________________
Ernest J. Furtado
Chief Financial Officer
Date: March 25, 2004
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of Textainer Financial
Services Corporation, the managing general partner of the Registrant, in the
capacities and on the dates indicated:
Signature Title Date
_______________________________ Chief Financial Officer, Senior March 25, 2004
Ernest J. Furtado Vice President, Secretary and
Director (Chief Financial and
Principal Accounting Officer)
_______________________________ Chief Executive Officer, President March 25, 2004
John A. Maccarone and Director
_______________________________ Chairman of the Board and Director March 25, 2004
Neil I. Jowell
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
TEXTAINER EQUIPMENT INCOME FUND II, L.P.
A California Limited Partnership
By Textainer Financial Services Corporation
The Managing General Partner
By /s/Ernest J. Furtado
________________________________________
Ernest J. Furtado
Chief Financial Officer
Date: March 25, 2004
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of Textainer Financial
Services Corporation, the managing general partner of the Registrant, in the
capacities and on the dates indicated:
Signature Title Date
/s/ Ernest J. Furtado
_____________________________________ Chief Financial Officer, Senior March 25, 2004
Ernest J. Furtado Vice President, Secretary and
Director (Chief Financial and
Principal Accounting Officer)
/s/ John A. Maccarone
______________________________________ Chief Executive Officer, President March 25, 2004
John A. Maccarone and Director
/s/ Neil I. Jowell
______________________________________ Chairman of the Board and Director March 25, 2004
Neil I. Jowell
EXHIBIT 31.1
CERTIFICATIONS
I, John A. Maccarone, certify that:
1. I have reviewed this annual report on Form 10-K of Textainer Equipment
Income Fund II, L.P.;
2. Based on my knowledge, this report does not contain any untrue statement of
a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material
respects the financial condition, results of operations and cash flows of
the registrant as of, and for, the periods presented in this report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and we
have:
a.) designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our
supervision, to ensure that material information relating to the
registrant, including its consolidated subsidiaries, is made known to
us by others within those entities, particularly during the period in
which this annual report is being prepared;
b.) evaluated the effectiveness of the registrant's disclosure controls
and procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end
of the period covered by this report based on such evaluation; and
c.) disclosed in this report any change in the registrant's internal
control over financial reporting that occurred during the registrant's
most recent fiscal quarter (the registrant's fourth fiscal quarter in
the case of an annual report) that has materially affected, or is
reasonably likely to materially affect, the registrant's internal
control over financial reporting; and
5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation of internal control over financial reporting, to
the registrant's auditors and the audit committee of registrant's board of
directors (or persons performing the equivalent function):
a.) all significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant's ability to
record, process, summarize and report financial information; and
b.) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
control over financial reporting.
March 25, 2004
/s/ John A. Maccarone
_______________________________________
John A. Maccarone
Chief Executive Officer, President
and Director of TFS
EXHIBIT 31.2
CERTIFICATIONS
I, Ernest J. Furtado, certify that:
1. I have reviewed this annual report on Form 10-K of Textainer Equipment
Income Fund II, L.P.;
2. Based on my knowledge, this report does not contain any untrue statement of
a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material
respects the financial condition, results of operations and cash flows of
the registrant as of, and for, the periods presented in this report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and we
have:
a.) designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our
supervision, to ensure that material information relating to the
registrant, including its consolidated subsidiaries, is made known to
us by others within those entities, particularly during the period in
which this annual report is being prepared;
b.) evaluated the effectiveness of the registrant's disclosure controls
and procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end
of the period covered by this report based on such evaluation; and
c.) disclosed in this report any change in the registrant's internal
control over financial reporting that occurred during the registrant's
most recent fiscal quarter (the registrant's fourth fiscal quarter in
the case of an annual report) that has materially affected, or is
reasonably likely to materially affect, the registrant's internal
control over financial reporting; and
5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation of internal control over financial reporting, to
the registrant's auditors and the audit committee of registrant's board of
directors (or persons performing the equivalent function):
a.) all significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant's ability to
record, process, summarize and report financial information; and
b.) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
control over financial reporting.
March 25, 2004
/s/ Ernest J. Furtado
___________________________________
Ernest J. Furtado
Chief Financial Officer, Senior Vice President,
Secretary and Director of TFS
EXHIBIT 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. ss. 1350,
AS ADOPTED, REGARDING SECTION 906
OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report of Textainer Equipment Income Fund II,
L.P., (the "Registrant") on Form 10-K for the year ended December 31, 2003, as
filed on March 25, 2004 with the Securities and Exchange Commission (the
"Report"), I, John A. Maccarone, the Chief Executive Officer, President and
Director of Textainer Financial Services Corporation ("TFS") and Principal
Executive Officer of TFS, the Managing General Partner of the Registrant,
certify, pursuant to 18 U.S.C. ss. 1350, as adopted, regarding Section 906 of
the Sarbanes-Oxley Act of 2002, that:
(i) The Report fully complies with the requirements of Section 13(a) or
15(d) of the Securities Exchange Act of 1934; and
(ii) The information contained in the Report fairly presents, in all
material respects, the financial condition, results of operations and
cash flows of the Registrant.
March 25, 2004
By /s/ John A. Maccarone
_________________________________________
John A. Maccarone
Chief Executive Officer, President
and Director of TFS
A signed original of this written statement required by Section 906 has been
provided to the Registrant and will be retained by the Registrant and furnished
to the Securities and Exchange Commission or its staff upon request.
EXHIBIT 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. ss. 1350,
AS ADOPTED, REGARDING SECTION 906
OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report of Textainer Equipment Income Fund II,
L.P., (the "Registrant") on Form 10-K for the year ended December 31, 2003, as
filed on March 25, 2004 with the Securities and Exchange Commission (the
"Report"), I, Ernest J. Furtado, Chief Financial Officer, Senior Vice President,
Secretary and Director of Textainer Financial Services Corporation ("TFS") and
Principal Financial and Accounting Officer of TFS, the Managing General Partner
of the Registrant, certify, pursuant to 18 U.S.C. ss. 1350, as adopted,
regarding Section 906 of the Sarbanes-Oxley Act of 2002, that:
(i) The Report fully complies with the requirements of Section 13(a) or
15(d) of the Securities Exchange Act of 1934; and
(ii) The information contained in the Report fairly presents, in all
material respects, the financial condition, results of operations and
cash flows of the Registrant.
March 25, 2004
By /s/ Ernest J. Furtado
____________________________________________
Ernest J. Furtado
Chief Financial Officer, Senior Vice President,
Secretary and Director of TFS
A signed original of this written statement required by Section 906 has been
provided to the Registrant and will be retained by the Registrant and furnished
to the Securities and Exchange Commission or its staff upon request.