TEXTAINER FINANCIAL SERVICES CORPORATION
650 California Street, 16th Floor
San Francisco, CA 94108
August 12, 2003
Securities and Exchange Commission
Washington, DC 20549
Ladies and 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 III,
L.P. (the "Partnership") the Partnership's Quarterly Report on Form 10-Q for the
Second Quarter ended June 30, 2003.
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-Q
QUARTERLY REPORT UNDER SECTION 13 OR 15 (D) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2003
Commission file number 0-20140
TEXTAINER EQUIPMENT INCOME FUND III, L.P.
A California Limited Partnership
(Exact name of Registrant as specified in its charter)
California 94-3121277
(State or other jurisdiction (IRS Employer
of incorporation or organization) 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)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes [X] No [ ]
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act).
Yes [ ] No [X]
TEXTAINER EQUIPMENT INCOME FUND III, L.P.
(a California Limited Partnership)
Quarterly Report on Form 10-Q for the
Quarter Ended June 30, 2003
Table of Contents
- -----------------------------------------------------------------------------------------------------------------
Page
Part I Financial Information
Item 1. Financial Statements (unaudited)
Balance Sheets - June 30, 2003
and December 31, 2002............................................................................. 3
Statements of Operations for the three and six months
ended June 30, 2003 and 2002...................................................................... 4
Statements of Partners' Capital for the six months
ended June 30, 2003 and 2002...................................................................... 5
Statements of Cash Flows for the six months
ended June 30, 2003 and 2002...................................................................... 6
Notes to Financial Statements..................................................................... 8
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations..................................................................... 14
Item 3. Quantitative and Qualitative Disclosures about Market Risk.................................... 22
Item 4. Controls and Procedures....................................................................... 22
Part II Other Information
Item 6. Exhibits and Reports on Form 8-K. ............................................................ 23
TEXTAINER EQUIPMENT INCOME FUND III, L.P.
(a California Limited Partnership)
Balance Sheets
June 30, 2003 and December 31, 2002
(Amounts in thousands)
(unaudited)
- ---------------------------------------------------------------------------------------------------------------
2003 2002
--------------- ---------------
Assets
Container rental equipment, net of accumulated
depreciation of $37,003, (2002: $37,690) (note 4) $ 27,023 $ 31,529
Cash 421 548
Accounts receivable, net of allowance for doubtful
accounts of $186, (2002: $119) 2,199 2,441
Due from affiliates, net (note 2) 405 121
Prepaid expenses 6 25
--------------- ---------------
$ 30,054 $ 34,664
=============== ===============
Liabilities and Partners' Capital
Liabilities:
Accounts payable $ 206 $ 200
Accrued liabilities 247 332
Accrued recovery costs 127 128
Accrued damage protection plan costs 216 185
Warranty claims 10 30
Deferred quarterly distributions 79 88
Deferred damage protection plan revenue 157 157
--------------- ---------------
Total liabilities 1,042 1,120
--------------- ---------------
Partners' capital:
General partners - -
Limited partners 29,012 33,544
--------------- ---------------
Total partners' capital 29,012 33,544
--------------- ---------------
$ 30,054 $ 34,664
=============== ===============
See accompanying notes to financial statements
TEXTAINER EQUIPMENT INCOME FUND III, L.P.
(a California Limited Partnership)
Statements of Operations
For the three and six months ended June 30, 2003 and 2002
(Amounts in thousands except for unit and per unit amounts)
(unaudited)
- ------------------------------------------------------------------------------------------------------------------------
Three months Three months Six months Six months
Ended Ended Ended Ended
June 30, 2003 June 30, 2002 June 30, 2003 June 30, 2002
------------- ------------- ------------- -------------
Rental income $ 2,437 $ 2,152 $ 4,983 $ 4,430
------------- ------------- ------------- -------------
Costs and expenses:
Direct container expenses 524 812 1,007 1,565
Bad debt expense (benefit) 65 (21) 87 (18)
Depreciation (note 4) 1,409 1,158 3,057 2,378
Write-down of containers (note 4) 63 287 262 1,007
Professional fees 6 16 9 29
Management fees to affiliates (note 2) 233 197 466 421
General and administrative costs
to affiliates (note 2) 109 129 231 270
Other general and administrative costs 32 73 61 143
Loss on sale of containers (note 4) 132 23 159 447
------------- ------------- ------------- -------------
2,573 2,674 5,339 6,242
------------- ------------- ------------- -------------
Loss from operations (136) (522) (356) (1,812)
------------- ------------- ------------- -------------
Interest income 2 13 4 28
------------- ------------- ------------- -------------
Net loss $ (134) $ (509) $ (352) $ (1,784)
============= ============= ============= =============
Allocation of net (loss) earnings (note 2):
General partners $ 22 $ 57 $ 42 $ 73
Limited partners (156) (566) (394) (1,857)
------------- ------------- ------------- -------------
$ (134) $ (509) $ (352) $ (1,784)
============= ============= ============= =============
Limited partners' per unit share
of net loss $ (0.03) $ (0.09) $ (0.07) $ (0.31)
============= ============= ============= =============
Limited partners' per unit share
of distributions $ 0.36 $ 0.93 $ 0.69 $ 1.18
============= ============= ============= =============
Weighted average number of limited
partnership units outstanding 5,926,742 6,080,851 5,926,742 6,080,851
============= ============= ============= =============
See accompanying notes to financial statements
TEXTAINER EQUIPMENT INCOME FUND III, L.P.
(a California Limited Partnership)
Statements of Partners' Capital
For the six months ended June 30, 2003 and 2002
(Amounts in thousands)
(unaudited)
- ------------------------------------------------------------------------------------------------------
Partners' Capital
-----------------------------------------------------------
General Limited Total
--------------- --------------- ---------------
Balances at January 1, 2002 $ - $ 47,745 $ 47,745
Distributions (73) (7,146) (7,219)
Redemptions (note 5) - (40) (40)
Net earnings (loss) 73 (1,857) (1,784)
--------------- --------------- ---------------
Balances at June 30, 2002 $ - $ 38,702 $ 38,702
=============== =============== ===============
Balances at January 1, 2003 $ - $ 33,544 $ 33,544
Distributions (42) (4,101) (4,143)
Redemptions (note 5) - (37) (37)
Net earnings (loss) 42 (394) (352)
--------------- --------------- ---------------
Balances at June 30, 2003 $ - $ 29,012 $ 29,012
=============== =============== ===============
See accompanying notes to financial statements
TEXTAINER EQUIPMENT INCOME FUND III, L.P.
(a California Limited Partnership)
Statements of Cash Flows
For the six months ended June 30, 2003 and 2002
(Amounts in thousands)
(unaudited)
- ------------------------------------------------------------------------------------------------------------------
2003 2002
---------------- ---------------
Cash flows from operating activities:
Net loss $ (352) $ (1,784)
Adjustments to reconcile net loss to
net cash provided by operating activities:
Depreciation (note 4) 3,057 2,378
Write-down of containers (note 4) 262 1,007
Increase (decrease) in allowance for doubtful accounts 67 (15)
Loss on sale of containers 159 447
Decrease (increase) in assets:
Accounts receivable 177 498
Due from affiliates, net (349) (51)
Prepaid expenses 19 11
(Decrease) increase in liabilities:
Accounts payable and accrued liabilities (79) (35)
Accrued recovery costs (1) (64)
Accrued damage protection plan costs 31 (1)
Deferred damage protection plan revenue - 4
Warranty claims (20) (19)
---------------- ---------------
Net cash provided by operating activities 2,971 2,376
---------------- ---------------
Cash flows from investing activities:
Proceeds from sale of containers 1,093 2,099
Container purchases - 5
---------------- ---------------
Net cash provided by investing activities 1,093 2,104
---------------- ---------------
Cash flows from financing activities:
Redemptions of limited partnership units (37) (40)
Distributions to partners (4,154) (6,997)
---------------- ---------------
Net cash used in financing activities (4,191) (7,037)
---------------- ---------------
Net decrease in cash (127) (2,557)
Cash at beginning of period 548 3,253
---------------- ---------------
Cash at end of period $ 421 $ 696
================ ===============
See accompanying notes to financial statements
TEXTAINER EQUIPMENT INCOME FUND III, L.P.
(a California Limited Partnership)
Statements Of Cash Flows--Continued
For the six months ended June 30, 2003 and 2002
(Amounts in thousands)
(unaudited)
- --------------------------------------------------------------------------------
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 as of June 30, 2003 and 2002, and December 31, 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 for the six-month
periods ended June 30, 2003 and 2002.
June 30 Dec. 31 June 30 Dec. 31
2003 2002 2002 2001
----------- ----------- ----------- -----------
Container purchases included in:
Due to (from) affiliates....................... $ - $ - $ - $ (7)
Distributions to partners included in:
Due to affiliates.............................. 7 9 8 5
Deferred quarterly distributions............... 79 88 273 54
Proceeds from sale of containers included in:
Due from affiliates............................ 294 361 495 708
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
six-month periods ended June 30, 2003 and 2002.
2003 2002
---- ----
Container purchases recorded....................................... $ - $ 2
Container purchases paid........................................... - (5)
Distributions to partners declared................................. 4,143 7,219
Distributions to partners paid..................................... 4,154 6,997
Proceeds from sale of containers recorded.......................... 1,026 1,886
Proceeds from sale of containers received.......................... 1,093 2,099
The Partnership has entered into direct finance leases, resulting in the
transfer of containers from container rental equipment to accounts receivable.
The carrying value of containers transferred during the six-month periods ended
June 30, 2003 and 2002 was $2 and $43, respectively.
See accompanying notes to financial statements
TEXTAINER EQUIPMENT INCOME FUND III, L.P.
(a California Limited Partnership)
Notes To Financial Statements
For the three and six months ended June 30, 2003 and 2002
(Amounts in thousands except for unit and per unit amounts)
(unaudited)
- --------------------------------------------------------------------------------
Note 1. General
Textainer Equipment Income Fund III, L.P. (the Partnership), a California
limited partnership with a maximum life of 20 years, was formed in 1990.
The Partnership owns a fleet of intermodal marine cargo containers, which
are leased to international shipping lines.
In April 2002, the Partnership entered its liquidation phase, which may
last from two 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. The Partnership
anticipates that all excess cash, after redemptions and working capital
reserves, will be distributed to the general and limited partners on a
monthly basis.
The accompanying financial statements have been prepared on a going concern
basis which contemplates the realization of assets and payments of
liabilities in the ordinary course of business. 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.
The accompanying interim comparative financial statements have not been
audited by an independent public accountant. However, all adjustments
(which were only normal and recurring adjustments) which are, in the
opinion of management, necessary to fairly present the financial position
of the Partnership as of June 30, 2003 and December 31, 2002 and the
results of its operations for the three and six-month periods ended June
30, 2003 and 2002 and changes in partners' capital and cash flows for the
six-month periods ended June 30, 2003 and 2002, have been made.
The financial information presented herein should be read in conjunction
with the audited financial statements and other accompanying notes included
in the Partnership's annual audited financial statements as of and for the
year ended December 31, 2002, in the Annual Report filed on Form 10-K.
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 Partnership's management believes the following critical accounting
policies affect its more significant judgments and estimates 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. 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.
The Partnership depreciates its container rental equipment based on certain
estimates related to the container's useful life and salvage value. These
estimates are based upon assumptions about future demand for leased
containers and the estimated sales price at the end of the container's
useful life. 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. As a result, depreciation expense may fluctuate in
future periods based on fluctuations in these estimates.
Additionally, the recoverability of the recorded amounts of containers to
be held for continued use and identified for sale in the ordinary course of
business are evaluated to ensure that containers held for continued use are
not impaired and that containers identified for sale are recorded at
amounts that do not exceed the estimated fair value of the containers.
Containers to be held for continued use are considered impaired and are
written down to estimated fair value when the estimated future undiscounted
cash flows are less than the recorded values. Containers identified for
sale are written down to estimated fair value when the recorded value
exceeds the estimated fair value. In determining the estimated future
undiscounted cash flows and fair value of containers, assumptions are made
regarding future demand and market conditions for leased containers and the
sales prices for used containers. If actual market conditions are less
favorable than those projected or if actual sales prices are lower than
those estimated by the Partnership, additional write-downs may be required
and/or losses may be realized.
In June 2002, the FASB issued SFAS No. 146 "Accounting for Costs Associated
With Exit or Disposal Activities." SFAS No. 146 addresses financial
accounting and reporting for costs associated with exit or disposal
activities and nullifies Emerging Issues Task Force (EITF) Issue No. 94-3
"Liability Recognition for Certain Employee Termination Benefits and Other
Costs to Exit an Activity (including Certain Costs Incurred in a
Restructuring)." This Statement requires that a liability for a cost
associated with an exit or disposal activity be recognized when the
liability is incurred. The Partnership adopted SFAS No. 146 on January 1,
2003 and there was no material impact on the Partnership's financial
condition, operating results or cash flow.
Note 2. Transactions with Affiliates
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.
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.
As part of the operation of the Partnership, the Partnership is to pay to
the General Partners, an acquisition fee, 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 $62 and $117 of
incentive management fees during the three and six-month periods ended June
30, 2003, respectively, and $46 and $110 during the equivalent periods in
2002, respectively. No acquisition fees or 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 Partnership's 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
June 30, 2003 and December 31, 2002.
Subject to certain reductions, TEM receives a monthly equipment management
fee equal to 7% of gross revenues attributable to operating leases and 2%
of gross revenues attributable to full payout net leases. These fees
totaled $171 and $349 for the three and six-month periods ended June 30,
2003, respectively, and $151 and $311, respectively, during the comparable
periods in 2002.
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. General and
administrative costs allocated to the Partnership during the three and
six-month periods ended June 30, 2003 and 2002 were as follows:
Three months Six months
ended June 30, ended June 30,
-------------- --------------
2003 2002 2003 2002
---- ---- ---- ----
Salaries $ 63 $ 83 $127 $173
Other 46 46 104 97
--- --- --- ---
Total general and
administrative costs $109 $129 $231 $270
=== === === ===
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 three and
six-month periods ended June 30, 2003 and 2002:
Three months Six months
ended June 30, ended June 30,
-------------- --------------
2003 2002 2003 2002
---- ---- ---- ----
TEM $ 95 $110 $201 $230
TFS 14 19 30 40
--- --- --- ---
Total general and
administrative costs $109 $129 $231 $270
=== === === ===
At June 30, 2003 and December 31, 2002, due from affiliates, net is
comprised of:
2003 2002
---- ----
Due from affiliates:
Due from TEM................. $474 $194
--- ---
Due to affiliates:
Due to TFS................... 55 56
Due to TCC................... 13 16
Due to TL.................... 1 1
--- ---
69 73
--- ---
Due from affiliates, net $405 $121
=== ===
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
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 June 30, 2003 and 2002:
2003 2002
---- ----
On-lease under master leases 9,822 8,941
On-lease under long-term leases 6,604 5,835
------ ------
Total on-lease containers 16,426 14,776
====== ======
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 located primarily at a large
number of storage depots. At June 30, 2003 and 2002, the Partnership's
off-lease containers were in the following locations:
2003 2002
---- ----
Americas 1,634 2,413
Europe 453 953
Asia 665 4,167
Other 64 81
----- -----
Total off-lease containers 2,816 7,614
===== =====
At June 30, 2003 approximately 13% of the Partnership's off-lease
containers had been specifically identified as for sale.
Note 4. Container Rental Equipment
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 for the three and six-month
periods ended June 30, 2003 was an increase to depreciation expense of $605
and $1,265, respectively. 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. As a result, depreciation expense
may fluctuate in future periods based on fluctuations in these estimates.
The Partnership stopped purchasing containers in 2002, 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 the first half of 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 June
30, 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. During the six-month periods
ended June 30, 2003 and 2002 the Partnership recorded write-down expenses
of $262 and $1,007, respectively, on 462 and 1,456 containers identified as
for sale and requiring a reserve. For the three-month periods ended June
30, 2003 and 2002, the Partnership recorded write-down expenses of $63 and
$287, respectively, on 155 and 517 containers identified for sale and
requiring a reserve. Additionally, during the three and six-month periods
ended June 30, 2003, the Partnership reclassified 32 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
reclassifications during the three and six-month periods ended June 30,
2002. At June 30, 2003 and 2002, the net book value of the 301 and 1,226
containers identified for sale was $269 and $1,113, respectively.
The Partnership sold 534 previously written down containers for a loss of
$58 during the six-month period ended June 30, 2003 and sold 1,308
previously written down containers for a loss of $148 during the same
period in 2002. During the three-month period ended June 30, 2003, the
Partnership sold 315 previously written down containers for a loss of $38
and sold 724 previously written down containers for a loss of $82 during
the same period in 2002. The Partnership incurred losses on the sale of
some containers previously written down as the actual sales prices received
on these containers were lower than the estimates used for the write-downs.
The Partnership also sold containers that had not been written down and
recorded losses of $101 and $299 during the six-month periods ended June
30, 2003 and 2002, respectively. During the three-month periods ended June
30, 2003 and 2002 the Partnership recorded a loss of $94 and a gain of $59,
respectively, on the sale of containers that had not been written down.
As more containers are subsequently identified for sale or if container
sales prices continue to decline, the Partnership may incur additional
write-downs on containers and/or may incur losses on the sale of
containers. The Partnership will continue to evaluate the recoverability of
the recorded amounts of container rental equipment.
Note 5. Redemptions
The following redemptions were consummated by the Partnership during the
six-month periods ended June 30, 2003 and 2002:
Units Average
Redeemed Redemption Price Amount Paid
-------- ---------------- -----------
Total Partnership redemptions as of
December 31, 2001......................... 162,075 $11.55 $1,871
Six-month period ended
June 30, 2002............................. 7,074 $ 5.65 40
------- -----
Total Partnership redemptions as of
June 30, 2002............................. 169,149 $11.30 $1,911
======= =====
Total Partnership redemptions as of
December 31, 2002......................... 314,335 $ 8.10 $2,546
Six-month period ended
June 30, 2003............................ 8,923 $ 4.15 37
------- -----
Total Partnership redemptions as of
June 30, 2003............................. 323,258 $ 7.99 $2,583
======= =====
The redemption price is fixed by formula in accordance with the Partnership
Agreement.
ITEM 2 - 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 three and six-month periods ended
June 30, 2003 and 2002. 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.
Liquidity and Capital Resources
From January 16, 1991 until May 4, 1992, the Partnership offered limited
partnership interests to the public. The Partnership received its minimum
subscription amount of $1,000 on February 11, 1991 and on May 4, 1992 the
Partnership's offering of limited partnership interest was closed at $125,000.
In April 2002, the Partnership entered its liquidation phase, which may last
from two 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 monthly 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.
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.
The Partnership invests working capital, cash flow from operating and investing
activities prior to its distribution to the partners in short-term, liquid
investments. Rental income and proceeds from container sales are the
Partnership's principal sources of liquidity and provide the source of funds for
distributions. Rental income and container sales prices are affected by market
conditions for leased containers and used containers. Market conditions are
discussed more fully in "Results of Operations." The Partnership's cash is
affected by cash provided by or used in operating, investing and financing
activities. These activities are discussed in detail below.
During the six-month period ended June 30, 2003, the Partnership declared cash
distributions to limited partners pertaining to the period from December 2002
through May 2003, in the amount of $4,101, which represented $0.69 per unit. On
a cash basis as reflected on the Statements of Cash Flows, after paying
redemptions and general partner distributions, $2,892 of total distributions was
from operations, and the balance was a return of capital. On an accrual basis,
as reflected on the Statements of Partners' Capital, all of these distributions
were a return of 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. During the six-month period ended June 30, 2003,
the Partnership redeemed 8,923 units for a total dollar amount of $37. The
Partnership used cash from operating activities to pay for the redeemed units.
Net cash provided by operating activities for the six-month periods ended June
30, 2003 and 2002, was $2,971 and $2,376, respectively. The increase of $595, or
25%, was primarily attributable to fluctuations in net loss, adjusted for
non-cash transactions, offset by the fluctuations in gross accounts receivable
and due from affiliates, net. Net loss, adjusted for non-cash transactions,
decreased primarily due to the increase in rental income and the decrease in
direct container expenses, which are discussed more fully in "Results of
Operations." The decrease in gross accounts receivable of $177 during the
six-month period ended June 30, 2003 was primarily due to the decrease in the
average collection period of accounts receivable. The decrease in gross accounts
receivable of $498 for the comparable period in 2002 was primarily due to the
decrease in rental income, and was partially offset by the increase in the
average collection period of accounts receivable. The fluctuations in due from
affiliates, net, resulted from timing differences in the payment of expenses,
fees and distributions and the remittance of net rental revenues and container
sales proceeds, as well as fluctuations in these amounts.
For the six-month periods ended June 30, 2003 and 2002, net cash provided by
investing activities (the sale of containers) was $1,093 and $2,104,
respectively. Net cash provided by investing activities decreased $1,011
primarily due to the decrease in proceeds from container sales. Proceeds from
container sales decreased $1,006 primarily due to the decrease in the number of
containers sold and a decrease in the average container sale price. The sales
price received on container sales continued to decrease as a result of current
market conditions, which have adversely affected the value of used containers.
Some containers sold were located in low demand locations, and these sales were
driven by the liquidation plans discussed above, and by adverse market
conditions in these locations. 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. The sale of containers in low demand locations,
the decline in value for used containers, and the related market conditions are
discussed more fully under "Results of Operations."
Due, in part, to these 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 they are located in these
low demand locations. Therefore, and as noted above, the Partnership has
implemented 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.
The number of containers sold both in low demand locations and elsewhere, as
well as the amount of sales proceeds, will affect how much the Partnership will
pay in future distributions to Partners.
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) was directly related to the size of the container fleet during the
six-month periods ended June 30, 2003 and 2002, as well as certain other factors
as discussed below. The following is a summary of the container fleet (in units)
available for lease during those periods:
2003 2002
---- ----
Beginning container fleet............... 20,536 24,561
Ending container fleet.................. 19,242 22,390
Average container fleet................. 19,889 23,476
The average container fleet decreased 15% from the six-month period ended June
30, 2002 to the comparable period in 2003, primarily due to continuing sales of
containers (i) that had reached the end of their useful lives or (ii) that an
analysis had indicated their sale was otherwise warranted. Included in this
second group were containers located in low demand locations. The Partnership
expects that the size of its container fleet will further decline as additional
containers are sold for these reasons and as the Partnership continues its
liquidation plans. The Partnership expects rental income to decline as the
container fleet declines. 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 rental income from the six-month
period ended June 30, 2002 to the same period in 2003. An overall decline in
rental income is expected in future years, as the size of the Partnership's
container fleet continues to decrease.
Rental income and direct container expenses are also affected by the utilization
of the container fleet, which was 83% and 58% on average during the six-month
periods ended June 30, 2003 and 2002, respectively. The remaining container
fleet is off-lease and is located primarily at a large number of storage depots.
At June 30, 2003 and 2002, utilization was 85% and 66%, respectively, and the
Partnership's off-lease containers (in units) were in the following locations:
2003 2002
---- ----
Americas 1,634 2,413
Europe 453 953
Asia 665 4,167
Other 64 81
----- -----
Total off-lease containers 2,816 7,614
===== =====
At June 30, 2003 approximately 13% of the Partnership's off-lease containers had
been specifically identified as for sale.
In addition to utilization, rental income is affected by daily rental rates. The
average daily rental rate for the Partnership's containers decreased 10% between
the periods. Average rates declined under both master and long term leases,
which are the two principal types of leases for the Partnership's containers.
The majority of the Partnership's rental income was generated from leasing of
the Partnership's containers under master operating leases, but in the past
several years an increasing percentage of the Partnership's containers have been
on lease under long term leases. At June 30, 2003 and 2002, 40% and 39%,
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.
The following is a comparative analysis of the results of operations for the
six-month periods ended June 30, 2003 and 2002.
The Partnership's loss from operations for the six-month periods ended June 30,
2003 and 2002 was $356 and $1,812, respectively, on rental income of $4,983 and
$4,430, respectively. The increase in rental income of $553 or 12%, from the
six-month period ended June 30, 2002 to the same period in 2003 was attributable
to increases in container rental income and other rental income, which is
discussed below. Income from container rentals, the major component of total
revenue, increased $473, or 12%, primarily due to the increase in average
on-hire utilization of 43%, offset by decreases in average fleet size of 15% and
average rental rates of 10% between the periods.
Beginning in March 2002, utilization began to improve and improved steadily
through the end of 2002 due to:
o An increase in export cargo out of Asia
o Prior repositioning of containers to Asia which placed large quantities of
containers in areas of high demand
o Disposal of older containers and fewer purchases of new containers by both
container lessors and shipping lines in 2001 and 2002, resulting in an
overall better-balanced supply of containers
o The labor disagreement that affected U.S. West Coast ports in the third and
part of the fourth quarter had short-term positive effects on demand for
containers as shipping lines were not able to reposition enough containers
to Asia and had to lease more containers to meet their customers' demands
Utilization declined slightly in the first quarter of 2003, which is
traditionally a slow period for container demand, and then improved slightly
during the second quarter of 2003. Rental rates also declined slightly in 2003
primarily due to low new container prices, low interest rates and low rates
offered by competitors. The General Partners are cautiously optimistic that
current utilization levels can be maintained or improved during the next several
months as the peak-shipping season begins. 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.
Although demand for leased containers improved, the trade imbalance between Asia
and the Americas continues. As a result, a large portion of the Partnership's
off-lease containers are located in low demand locations in the Americas as
detailed in the above chart. 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 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.
Once the decision is made to sell containers, the Partnership writes down the
value of these specifically identified containers when the carrying value was
greater than the container's estimated net realizable value, which is based on
recent sales prices less cost of sales. The average sales prices for containers
sold by the Partnership as well as other Partnerships managed by the General
Partners have decreased. The decrease is primarily due to a surplus of used
containers available for sale.
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 six-month period ended June 30, 2003,
other rental income was $661, an increase of $80 from the equivalent period in
2002. The increase was primarily due to increases in DPP and location income of
$74 and $39, respectively, offset by the decrease in handling income of $38. DPP
income increased primarily due to an increase in the number of containers
covered under DPP. Location income increased primarily due to the increase in
charges to one lessee who required containers to be delivered to specific
locations. The decrease in handling income was primarily due to the decrease in
container movement.
Direct container expenses decreased $558, or 36%, from the six-month period
ended June 30, 2002 to the same period in 2003. The decrease was primarily due
to the decrease in storage expense of $715, offset by the increase in
repositioning expense of $136. Storage expense decreased primarily due to the
increase in utilization noted above and the decrease in the average storage cost
per container. 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 as discussed
above and (ii) longer average repositioning moves. This increase was partially
offset by the decline in the number of containers repositioned between the
periods.
Bad debt expense/(benefit) was $87 and ($18) for the six-month periods ended
June 30, 2003 and 2002, respectively. Fluctuations in bad debt expense/(benefit)
reflect the required adjustments to the bad debt reserve, after deductions had
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. The expense recorded
during the six-month period ended June 30, 2003 reflects a higher reserve
requirement from December 31, 2002. The benefit recorded during the six-month
period ended June 30, 2002 reflects a lower reserve requirement from December
31, 2001.
Depreciation expense increased $679, or 29%, from the six-month period ended
June 30, 2002 to the comparable period in 2003, primarily due to an increase in
the depreciation rate as a result of changes in estimated salvage values as
discussed below, offset by the decrease in average fleet size noted above.
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 for the six-month period ended June
30, 2003 was an increase to depreciation expense of $1,265. 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. As a result,
depreciation expense may fluctuate in future periods based on fluctuations in
these estimates.
The Partnership stopped purchasing containers in 2002, 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
the first half of 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 June 30, 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. During the six-month periods
ended June 30, 2003 and 2002 the Partnership recorded write-down expenses of
$262 and $1,007, respectively, on 462 and 1,456 containers identified as for
sale and requiring a reserve. During the six-month period ended June 30, 2003,
the Partnership also reclassified 32 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 reclassifications during the six-month
period ended June 30, 2002. At June 30, 2003 and 2002, the net book value of the
301 and 1,226 containers identified for sale was $269 and $1,113, respectively.
The Partnership sold 534 previously written down containers for a loss of $58
during the six-month period ended June 30, 2003 and sold 1,308 previously
written down containers for a loss of $148 during the same period in 2002. The
Partnership incurred losses on the sale of some containers previously written
down as the actual sales prices received on these containers were lower than the
estimates used for the write-downs.
The Partnership also sold containers that had not been written down and recorded
losses of $101 and $299 during the six-month periods ended June 30, 2003 and
2002, respectively.
As more containers are subsequently identified for sale or if container sales
prices continue to decline, the Partnership may incur additional write-downs on
containers and/or may incur losses on the sale of containers. The Partnership
will continue to evaluate the recoverability of the recorded amounts of
container rental equipment.
Management fees to affiliates increased $45, or 11%, from the six-month period
ended June 30, 2002 to the comparable period in 2003 due to increases in both
equipment and incentive management fees. The increase in equipment management
fees was due to the increase in rental income, upon which equipment management
fees are primarily based. These fees were approximately 7% of rental income for
both periods. Incentive management fees increased primarily due to the increase
in the amount of distributions paid from cash from operations.
General and administrative costs to affiliates decreased $39, or 14%, from the
six-month period ended June 30, 2002 to the same period in 2003, due to
decreases in the allocation of overhead costs from TEM and TFS. The allocation
from TEM decreased as the Partnership represented a smaller portion of the total
fleet managed by TEM. The allocation of overhead from TFS decreased primarily
due to the decrease in total overhead costs incurred and allocated by TFS.
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. More details about these fees and expenses are included in footnote 2 to
the Financial Statements.
Other general and administrative costs decreased $82 from the six-month period
ended June 30, 2002 to the same period in 2003. The decrease was primarily due
to decreases in other service fees between the periods.
Loss on sale of containers decreased $288 from the six-month period ended June
30, 2002 to the comparable period in 2003. The decrease was primarily due to a
decrease in the number of containers sold and a decrease in the average loss
recorded on container sales.
Net loss per limited partnership unit decreased from $0.31 to $0.07 from the
six-month period ended June 30, 2002 to the equivalent period in 2003,
respectively, reflecting the decrease in net loss allocated to limited partners
from $1,857 to $394, respectively. The allocation of net loss for the six-month
periods ended June 30, 2003 and 2002 included a special allocation of gross
income to the General Partners of $46 and $91, respectively, in accordance with
the Partnership Agreement.
The following is a comparative analysis of the results of operations for the
three-month periods ended June 30, 2003 and 2002.
The Partnership's loss from operations for the three-month periods ended June
30, 2003 and 2002 was $136 and $522, respectively, on rental income of $2,437
and $2,152, respectively. The increase in rental income of $285, or 13%, from
the three-month period ended June 30, 2002 to the comparable period in 2003 was
attributable to increases in container rental income and other rental income.
Income from container rentals increased $262, or 14%, primarily due to the
increase in average on-hire utilization of 40%, offset by decreases in average
fleet size of 14% and average rental rates of 7% between the periods.
For the three-month period ended June 30, 2003, other rental income was $286, an
increase of $23 from the equivalent period in 2002. The increase was primarily
due to an increase in DPP income of $55, offset by a decrease in handling income
of $35. DPP income increased primarily due to an increase in the number of
containers covered under DPP. Handling income decreased primarily due to the
decrease in container movement.
Direct container expenses decreased $288, or 35%, from the three-month period
ending June 30, 2002 to the same period in 2003. The decrease was primarily due
to the decrease in storage expense of $335, offset by the increase in DPP
expense of $44. Storage expense decreased primarily due to the increase in
utilization noted above and the decrease in the average storage cost per
container. DPP expense increased due to increases in the average DPP repair cost
per container and in the number of containers covered under DPP.
Bad debt expense/(benefit) was $65 and ($21) for the three-month periods ended
June 30, 2003 and 2002, respectively. The expense recorded during the
three-month period ended June 30, 2003 reflects a higher reserve requirement
from March 31, 2003. The benefit recorded during the comparable period in 2002
reflects a lower reserve requirement from March 31, 2002
Depreciation expense increased $251, or 22%, from the three-month period ended
June 30, 2002 to the comparable period in 2003, primarily due to the changes in
estimated salvage values used to calculate depreciation noted above, offset by
the decrease in average fleet size noted above. The effect of this change for
the three-month period ended June 30, 2003 was an increase to depreciation
expense of $605.
During the three-month periods ended June 30, 2003 and 2002, the Partnership
recorded write-down expenses of $63 and $287, respectively, on 155 and 517
containers identified for sale and requiring a reserve. The Partnership sold 315
of these previously written down containers for a loss of $38 during the
three-month period ended June 30, 2003 and sold 724 previously written down
containers for a loss of $82 during the same period in 2002. The Partnership
also sold containers that had not been written down and recorded a loss of $94
and a gain of $59, during the three-month periods ended June 30, 2003 and 2002,
respectively.
Management fees to affiliates increased $36, or 18%, from the three-month period
ended June 30, 2002 to the comparable period in 2003 due to increases in both
equipment and incentive management fees. The increase in equipment management
fees was due to the increase in rental income. These fees were approximately 7%
of rental income for both periods. Incentive management fees increased primarily
due to the increase in the amount of distributions paid from cash from
operations.
General and administrative costs to affiliates decreased $20, or 16%, from the
three-month period ended June 30, 2002 to the equivalent period in 2003,
primarily due to a decrease in the allocation of overhead costs from TEM, as the
Partnership represented a smaller portion of the total fleet managed by TEM.
Other general and administrative costs decreased $41 from the three-month period
ended June 30, 2002 to the same period in 2003. The decrease was primarily due
to decreases in other service fees between the periods.
Loss on sale of containers increased $109 from the three-month period ended June
30, 2002 to the comparable period in 2003. Although the Partnership sold fewer
containers, loss on sale of containers increased primarily due to the
Partnership incurring greater losses on the sale of containers.
Net loss per limited partnership unit decreased from $0.09 to $0.03 from the
three-month period ended June 30, 2002 to the equivalent period in 2003,
respectively, reflecting the decrease in the net loss allocated to limited
partners from $566 to $156, respectively. The allocation of net loss included a
special allocation of gross income to the General Partners in accordance with
the Partnership Agreement.
Critical Accounting Policies and Estimates
The Partnership's discussion and analysis of its financial condition and results
of operations are based upon the Partnership's financial statements, which have
been prepared on a going concern basis, in accordance with accounting principles
generally accepted in the United States of America. 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 accompanying financial
statements have been prepared on a going concern basis which contemplates the
realization of assets and payments of liabilities in the ordinary course of
business.
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.
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. 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 Partnership depreciates its container rental equipment based on certain
estimates related to the container's useful life and salvage value. These
estimates are based upon assumptions about future demand for leased containers
and the estimated sales price at the end of the container's useful life.
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 Partnership will evaluate the estimated residual values and
remaining estimated useful lives on an on-going basis and will revise its
estimates as needed. As a result, depreciation expense may fluctuate in future
periods based on fluctuations in these estimates. If the estimates regarding
residual value and remaining useful life of the containers were to decline,
depreciation expense would increase, adversely affecting the Partnership's
operating results.
Additionally, the recoverability of the recorded amounts of containers to be
held for continued use and identified for sale in the ordinary course of
business are evaluated to ensure that containers held for continued use are not
impaired and that containers identified for sale are recorded at amounts that do
not exceed the estimated fair value of the containers. Containers to be held for
continued use are considered impaired and are written down to estimated fair
value when the estimated future undiscounted cash flows are less than the
recorded values. Containers identified for sale are written down to estimated
fair value when the recorded value exceeds the estimated fair value. In
determining the estimated future undiscounted cash flows and fair value of
containers, assumptions are made regarding future demand and market conditions
for leased containers and the sales prices for used containers. If actual market
conditions are less favorable than those projected or if actual sales prices are
lower than those estimated by the Partnership, additional write-downs may be
required and/or losses may be realized. 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, 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 "Risk Factors" in the Partnership's Prospectus, as supplemented,
for additional information on risks of the Partnership's business. 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 therefor,
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 and
from time to time in the Partnership's filings with the Securities and Exchange
Commission. The Partnership does not undertake any obligation to update
forward-looking statements.
Item 3. Quantitative and Qualitative Disclosures about Market Risk.
Inapplicable.
Item 4. Controls and Procedures
Based on an evaluation of the Partnership's disclosure controls and procedures
(as defined in Rules 13a-14 and 15d-14 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 most recent fiscal quarter, and which has materially affected, or
is reasonably likely materially to affect, the Partnership's internal control
over financial reporting.
Part II
Item 6. Exhibits and Reports on Form 8-K.
(a) 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.
(b) Not applicable.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
TEXTAINER EQUIPMENT INCOME FUND III, L.P.
A California Limited Partnership
By Textainer Financial Services Corporation
The Managing General Partner
By _______________________________
Ernest J. Furtado
Chief Financial Officer
Date: August 12, 2003
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 August 12, 2003
Ernest J. Furtado Vice President and Secretary
________________________ President August 12, 2003
John A. Maccarone
Part II
Item 6. Exhibits and Reports on Form 8-K.
(a) 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.
(b) Not applicable.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
TEXTAINER EQUIPMENT INCOME FUND III, 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: August 12, 2003
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 August 12, 2003
Ernest J. Furtado Vice President and Secretary
/s/John A. Maccarone
_________________________________ President August 12, 2003
John A. Maccarone
EXHIBIT 31.1
CERTIFICATIONS
I, John A. Maccarone, certify that:
1. I have reviewed this quarterly report on form 10-Q of Textainer
Equipment Income Fund III, 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
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.
August 12, 2003
/s/ John A. Maccarone
_______________________________
John A. Maccarone
President and Director of TFS
EXHIBIT 31.2
CERTIFICATIONS
I, Ernest J. Furtado, certify that:
1. I have reviewed this quarterly report on form 10-Q of Textainer
Equipment Income Fund III, 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
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.
August 12, 2003
/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 Quarterly Report of Textainer Equipment Income Fund III,
L.P., (the "Registrant") on Form 10-Q for the quarterly period ended June 30,
2003, as filed on August 12, 2003 with the Securities and Exchange Commission
(the "Report"), I, John A. Maccarone, the 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.
August 12, 2003
By /s/ John A. Maccarone
_____________________________________
John A. Maccarone
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 Reqistrant 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 Quarterly Report of Textainer Equipment Income Fund III,
L.P., (the "Registrant") on Form 10-Q for the quarterly period ended June 30,
2003, as filed on August 12, 2003 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.
August 12, 2003
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 Reqistrant and furnished
to the Securities and Exchange Commission or its staff upon request.