TEXTAINER CAPITAL CORPORATION
650 California Street, 16th Floor
San Francisco, CA 94108
November 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 V,
L.P. (the "Partnership") the Partnership's Quarterly Report on Form 10-Q for the
Third Quarter ended September 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 September 30, 2003
Commission file number 0-25946
TEXTAINER EQUIPMENT INCOME FUND V, L.P.
A California Limited Partnership
(Exact name of Registrant as specified in its charter)
California 93-1122553
(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 V, L.P.
(a California Limited Partnership)
Quarterly Report on Form 10-Q for the
Quarter Ended September 30, 2003
Table of Contents
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Page
Part I Financial Information
Item 1. Financial Statements (unaudited)
Balance Sheets - September 30, 2003 and
December 31, 2002................................................................................. 3
Statements of Operations for the three and nine months
ended September 30, 2003 and 2002................................................................. 4
Statements of Partners' Capital for the nine months
ended September 30, 2003 and 2002................................................................. 5
Statements of Cash Flows for the nine months
ended September 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.................................... 21
Item 4. Controls and Procedures....................................................................... 21
Part II Other Information
Item 6. Exhibits and Reports on Form 8-K.............................................................. 22
TEXTAINER EQUIPMENT INCOME FUND V, L.P.
(a California Limited Partnership)
Balance Sheets
September 30, 2003 and December 31, 2002
(Amounts in thousands)
(unaudited)
- ----------------------------------------------------------------------------------------------
2003 2002
---------- ----------
Assets
Container rental equipment, net of accumulated
depreciation of $40,331 (2002: $36,486) (note 4) $ 40,174 $ 43,043
Cash 1,990 976
Accounts receivable, net of allowance
for doubtful accounts of $172 (2002: $134) 2,075 2,271
Due from affiliates, net (note 2) 201 110
Prepaid expenses - 25
---------- ----------
$ 44,440 $ 46,425
========== ==========
Liabilities and Partners' Capital
Liabilities:
Accounts payable $ 271 $ 227
Accrued liabilities 242 277
Accrued recovery costs 194 189
Accrued damage protection plan costs 327 252
Deferred damage protection plan revenue 175 175
Deferred quarterly distributions 59 57
Container purchases payable 851 -
---------- ----------
Total liabilities 2,119 1,177
---------- ----------
Partners' capital:
General partners 22 24
Limited partners 42,299 45,224
---------- ----------
Total partners' capital 42,321 45,248
---------- ----------
$ 44,440 $ 46,425
========== ==========
See accompanying notes to financial statements
TEXTAINER EQUIPMENT INCOME FUND V, L.P.
(a California Limited Partnership)
Statements of Operations
For the three and nine months ended September 30, 2003 and 2002
(Amounts in thousands except for unit and per unit amounts)
(unaudited)
- ------------------------------------------------------------------------------------------------------------------------------------
Three months Three months Nine months Nine months
Ended Ended Ended Ended
Sept. 30, 2003 Sept. 30, 2002 Sept. 30, 2003 Sept. 30, 2002
--------------- --------------- --------------- ---------------
Rental income $ 2,765 $ 2,548 $ 8,492 $ 6,769
--------------- --------------- --------------- ---------------
Costs and expenses:
Direct container expenses 859 846 2,400 2,728
Bad debt expense 18 25 55 21
Depreciation (note 4) 1,402 1,349 4,219 3,748
Professional fees 7 13 26 41
Management fees to affiliates (note 2) 241 216 733 577
General and administrative costs to affiliates (note 2) 137 124 412 397
Other general and administrative costs 19 48 56 146
Loss on sale of containers 18 24 18 24
--------------- --------------- --------------- ---------------
2,701 2,645 7,919 7,682
--------------- --------------- --------------- ---------------
Income (loss) from operations 64 (97) 573 (913)
--------------- --------------- --------------- ---------------
Interest income 3 3 10 11
--------------- --------------- --------------- ---------------
Net earnings (loss) $ 67 $ (94) $ 583 $ (902)
=============== =============== =============== ===============
Allocation of net earnings (loss) (note 2):
General partners $ 11 $ 10 $ 32 $ 30
Limited partners 56 (104) 551 (932)
--------------- --------------- --------------- ---------------
$ 67 $ (94) $ 583 $ (902)
=============== =============== =============== ===============
Limited partners' per unit share
of net earnings (loss) $ 0.01 $ (0.02) $ 0.12 $ (0.21)
=============== =============== =============== ===============
Limited partners' per unit share
of distributions $ 0.25 $ 0.25 $ 0.75 $ 0.75
=============== =============== =============== ===============
Weighted average number of limited
partnership units outstanding 4,413,349 4,440,418 4,419,605 4,444,485
=============== =============== =============== ===============
See accompanying notes to financial statements
TEXTAINER EQUIPMENT INCOME FUND V, L.P.
(a California Limited Partnership)
Statements of Partners' Capital
For the nine months ended September 30, 2003 and 2002
(Amounts in thousands)
(unaudited)
- -------------------------------------------------------------------------------------------------------------------------
Partners' Capital
---------------------------------------------------------
General Limited Total
------------ -------------- --------------
Balances at January 1, 2002 $ 29 $ 50,352 $ 50,381
Distributions (35) (3,334) (3,369)
Redemptions (note 5) - (76) (76)
Net earnings (loss) 30 (932) (902)
------------ -------------- --------------
Balances at September 30, 2002 $ 24 $ 46,010 $ 46,034
============ ============== ==============
Balances at January 1, 2003 $ 24 $ 45,224 $ 45,248
Distributions (34) (3,316) (3,350)
Redemptions (note 5) - (160) (160)
Net earnings 32 551 583
------------ -------------- --------------
Balances at September 30, 2003 $ 22 $ 42,299 $ 42,321
============ ============== ==============
See accompanying notes to financial statements
TEXTAINER EQUIPMENT INCOME FUND V, L.P.
(a California Limited Partnership)
Statements of Cash Flows
For the nine months ended September 30, 2003 and 2002
(Amounts in thousands)
(unaudited)
- --------------------------------------------------------------------------------------------------------------------------
2003 2002
---------------- ----------------
Cash flows from operating activities:
Net earnings (loss) $ 583 $ (902)
Adjustments to reconcile net earnings (loss) to
net cash provided by operating activities:
Depreciation (note 4) 4,219 3,748
Increase in allowance for doubtful accounts 38 1
Loss on sale of containers 18 24
Decrease (increase) in assets:
Accounts receivable 176 (144)
Due from affiliates, net (121) (8)
Prepaid expenses 25 12
Increase (decrease) in liabilities:
Accounts payable and accrued liabilities 9 (46)
Accrued recovery costs 5 (29)
Accrued damage protection plan costs 75 23
Deferred damage protection plan revenue - (7)
---------------- ----------------
Net cash provided by operating activities 5,027 2,672
---------------- ----------------
Cash flows from investing activities:
Proceeds from sale of containers 273 349
Container purchases (778) (186)
---------------- ----------------
Net cash (used in) provided by investing activities (505) 163
---------------- ----------------
Cash flows from financing activities:
Redemptions of limited partnership units (160) (76)
Distributions to partners (3,348) (3,369)
---------------- ----------------
Net cash used in financing activities (3,508) (3,445)
---------------- ----------------
Net increase (decrease) in cash 1,014 (610)
Cash at beginning of period 976 1,038
---------------- ----------------
Cash at end of period $ 1,990 $ 428
================ ================
See accompanying notes to financial statements
TEXTAINER EQUIPMENT INCOME FUND V, L.P.
(a California Limited Partnership)
Statements Of Cash Flows--Continued
For the nine months ended September 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 September 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
nine-month periods ended September 30, 2003 and 2002.
Sept. 30 Dec. 31 Sept. 30 Dec. 31
2003 2002 2002 2001
---------- ----------- ---------- -----------
Container purchases included in:
Due to affiliates.............................. $ 42 $ - $ - $24
Container purchases payable.................... 851 - - -
Distributions to partners included in:
Due to affiliates.............................. 3 3 3 5
Deferred quarterly distributions............... 59 57 56 54
Proceeds from sale of containers included in:
Due from affiliates............................ 62 50 44 81
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
nine-month periods ended September 30, 2003 and 2002.
2003 2002
---- ----
Container purchases recorded.................................................... $1,671 $ 162
Container purchases paid........................................................ 778 186
Distributions to partners declared.............................................. 3,350 3,369
Distributions to partners paid.................................................. 3,348 3,369
Proceeds from sale of containers recorded....................................... 285 312
Proceeds from sale of containers received....................................... 273 349
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 nine-month periods ended
September 30, 2003 and 2002 was $18 and $29, respectively.
See accompanying notes to financial statements
TEXTAINER EQUIPMENT INCOME FUND V, L.P.
(a California Limited Partnership)
Notes To Financial Statements
For the three and nine months ended September 30, 2003 and 2002
(Amounts in thousands except for unit and per unit amounts)
(unaudited)
- --------------------------------------------------------------------------------
Note 1. General
Textainer Equipment Income Fund V, L.P. (the Partnership), a California
limited partnership with a maximum life of 20 years, was formed in 1993.
The Partnership owns a fleet of intermodal marine cargo containers which
are leased to international shipping lines.
The accompanying interim 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
September 30, 2003 and December 31, 2002 and the results of its operations
for the three and nine-month periods ended September 30, 2003 and 2002 and
changes in partners' capital, and cash flows for the nine-month periods
ended September 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 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 Capital Corporation (TCC) is the managing general partner of the
Partnership. Textainer Equipment Management Limited (TEM) and Textainer
Limited (TL) are the 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 a General Partner's 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 capitalized $79 and $8 of
container acquisition fees as a component of container costs during the
nine-month periods ended September 30, 2003 and 2002, respectively. The
Partnership incurred $46 and $138 of incentive management fees during the
three and nine-month periods ended September 30, 2003, respectively, and
$39 and $104, respectively, for the comparable periods in 2002. There were
no equipment liquidation fees 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
September 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 $195 and $595 for the three and nine-month periods ended September
30, 2003, respectively, and $177 and $473, respectively, for 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 TCC and TEM. General and
administrative costs allocated to the Partnership during the three and
nine-month periods ended September 30, 2003 and 2002 were as follows:
Three months Nine months
ended Sept. 30, ended Sept. 30,
--------------- ---------------
2003 2002 2003 2002
---- ---- ---- ----
Salaries $ 71 $ 83 $223 $257
Other 66 41 189 140
--- --- --- ---
Total general and
administrative costs $137 $124 $412 $397
=== === === ===
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. TCC allocates these costs either
based on the ratio of the Partnership's investors to the total number of
investors of all limited partnerships managed by TCC or equally among all
the limited partnerships managed by TCC. The General Partners allocated the
following general and administrative costs to the Partnership during the
three and nine-month periods ended September 30, 2003 and 2002:
Three months Nine months
ended Sept. 30, ended Sept. 30,
--------------- ---------------
2003 2002 2003 2002
---- ---- ---- ----
TEM $116 $109 $356 $341
TCC 21 15 56 56
--- --- --- ---
Total general and
administrative costs $137 $124 $412 $397
=== === === ===
The General Partners may acquire containers in their own name and hold
title on a temporary basis for the purpose of facilitating the acquisition
of such containers for the Partnership. The containers may then be resold
to the Partnership on an all-cash basis at a price equal to the actual
cost, as defined in the Partnership Agreement. One or more General Partners
may also arrange for the purchase of containers in its or their names, and
the Partnership may then take title to the containers by paying the seller
directly. In addition, the General Partners are entitled to an acquisition
fee for containers acquired by the Partnership under any of these
arrangements.
At September 30, 2003 and December 31, 2002, due from affiliates, net is
comprised of:
2003 2002
---- ----
Due from affiliates:
Due from TEM.............. $218 $129
--- ---
Due to affiliates:
Due to TCC................ 14 16
Due to TL................. 3 3
--- ---
17 19
--- ---
Due from affiliates, net $201 $110
=== ===
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 September 30, 2003 and 2002:
2003 2002
---- ----
On-lease under master leases 11,881 12,707
On-lease under long-term leases 9,231 7,065
------ ------
Total on-lease containers 21,112 19,772
====== ======
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 of 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 September 30, 2003 and 2002 the
Partnership's off-lease containers were in the following locations:
2003 2002
---- ----
Americas 1,322 2,009
Europe 705 1,380
Asia 1,907 1,389
Other 152 199
----- -----
Total off-lease containers 4,086 4,977
===== =====
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 both the three and nine-month
periods ended September 30, 2002 was an increase to depreciation expense of
$150. 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.
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 for
containers to be held for continued use as well as for containers
identified for sale in the ordinary course of business. Based on this
evaluation, the Partnership determined that reductions to the carrying
value of these containers were not required during the nine-month periods
ended September 30, 2003 and 2002.
The Partnership will continue to evaluate the recoverability of recorded
amounts of container rental equipment and cautions that a write-down of
container rental equipment may be required in future periods for some of
its container rental equipment.
Note 5. Redemptions
The following redemptions were consummated by the Partnership during the
nine-month periods ended September 30, 2003 and 2002:
Units Average
Redeemed Redemption Price Amount Paid
-------- ---------------- -----------
Total Partnership redemptions as of
December 31, 2001.................. 13,951 $14.87 $207
Nine-month period ended
September 30, 2002................. 8,975 $ 8.47 76
------ ----
Total Partnership redemptions as of
September 30, 2002................. 22,926 $12.34 $283
====== ====
Total Partnership redemptions as of
December 31, 2002.................. 29,911 $11.33 $339
Nine-month period ended
September 30, 2003................. 20,084 $ 7.99 160
------ ----
Total Partnership redemptions as of
September 30, 2003................. 49,995 $ 9.98 $499
====== ====
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 nine-month periods
ended September 30, 2003 and 2002. Please refer to the Financial Statements and
Notes thereto in connection with the following discussion.
Textainer Capital Corporation (TCC) is the Managing General Partner of the
Partnership. 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 May 1, 1994 until April 29, 1996, the Partnership offered limited
partnership interests to the public. The Partnership received its minimum
subscription amount of $5,000 on August 23, 1994 and on April 29, 1996 the
Partnership's offering of limited partnership interests was closed at $89,305.
The Partnership invests working capital, cash flow from operating activities
prior to its distribution to the partners and proceeds from container sales that
have not been used to purchase containers in short-term, liquid investments.
Rental income is the Partnership's principal source of liquidity and provides a
major source of funds for distributions. Rental income is affected by market
conditions for leased 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.
Limited partners are currently receiving monthly distributions in an annualized
amount equal to 5% of their original investment. During the nine-month period
ended September 30, 2003, the Partnership declared cash distributions to limited
partners pertaining to the period from December 2002 through August 2003, in the
amount of $3,316. On a cash basis, as reflected on the Statements of Cash Flows,
after redemptions and general partner distributions, all of these distributions
were from current year operating activities. On an accrual basis, as reflected
on the Statements of Partners' Capital, after redemptions, $391 of these
distributions were from current year earnings and $2,925 was 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 nine-month period ended September 30,
2003, the Partnership redeemed 20,084 units for a total dollar amount of $160.
The Partnership used cash flow from operating activities to pay for the redeemed
units.
Net cash provided by operating activities for the nine-month periods ended
September 30, 2003 and 2002 was $5,027 and $2,672 respectively. The increase of
$2,355, or 88%, was primarily attributable to the fluctuations in net earnings
(loss), adjusted for non-cash transactions, and accounts receivable, offset by
the fluctuations in due from affiliates, net. Net earnings (loss), adjusted for
non-cash transactions, fluctuated primarily due to the increase in rental income
and decrease in direct container expenses. These fluctuations are discussed more
fully in "Results of Operations." The decrease in accounts receivable of $176
during the nine-month period ended September 30, 2003, was primarily due to a
decrease in the average collection period of accounts receivable, offset by an
increase in rental income. Gross accounts receivable increased $144 during the
nine-month period ended September 30, 2002, primarily due to an increase in the
average collection period of accounts receivable, offset by the decrease in
rental income. 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 in
fluctuations in these amounts.
At September 30, 2003, the Partnership had no commitments to purchase
containers.
For the nine-month period ended September 30, 2003, net cash used in investing
activities (the purchase and sale of containers) was $505 compared to net cash
provided by investing activities of $163 for the same period in 2002. The
fluctuation of $668 was due to the increase in cash used for container purchases
and the decrease in proceeds from container sales. Cash used for container
purchases increased primarily due to the Partnership purchasing more containers
during the nine-month period ended September 30, 2003 compared to the same
period in 2002. Although the Partnership sold more containers during the
nine-month period ended September 30, 2003 compared to the same period in 2002,
proceeds from container sales decreased. The decrease was primarily due to the
decrease in the average sales price received on container sales. Most of the
containers sold were damaged, however, some containers sold were not damaged,
but were in low demand 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 incur the
expense of repositioning them. The number of containers sold, both in low demand
locations and elsewhere, as well as the average sales prices, will affect how
much the Partnership can reinvest in new containers.
Consistent with its investment objectives and subject to its distribution
policy, the Partnership intends to continue to reinvest both cash from
operations available for reinvestment and all, or a significant amount of, the
proceeds from container sales in additional containers. Reinvestment is expected
to continue until the Partnership begins its liquidation phase. Cash from
operations available for reinvestment is generally equal to cash provided by
operating activities, less distributions and redemptions paid, which are subject
to the General Partners' authority to set these amounts (and modify reserves and
working capital), as provided in the Partnership Agreement. Sales proceeds,
rather than cash from operations available for reinvestment, have been the
primary source of funds for reinvestment in additional containers. The amount of
sales proceeds will fluctuate based on the number of containers sold and the
sales price received. The Partnership sells containers when (i) a container
reaches the end of its useful life or (ii) an analysis indicates that the sale
is warranted based on existing market conditions and the container's age,
location and condition.
Both cash from operations available for reinvestment and sales proceeds have
been adversely affected by market conditions. These market conditions have
resulted in a slower than anticipated rate of reinvestment. Market conditions
are discussed more fully under "Results of Operations." A slower rate of
reinvestment will, over time, affect the size of the Partnership's container
fleet. Furthermore, even with reinvestment, the Partnership is not likely to be
able to replace all the containers it sells, since new container prices are
usually higher than the average sales price for a used container, and the
majority of cash available for reinvestment is from sales proceeds.
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
nine-month periods ended September 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............... 24,682 24,885
Ending container fleet.................. 25,198 24,749
Average container fleet................. 24,940 24,817
As noted above, when containers are sold, sales proceeds are not likely to be
sufficient to replace all of the containers sold, which is likely to result in a
trend toward a smaller average container fleet. Other factors related to this
trend are discussed above in "Liquidity and Capital Resources."
Rental income and direct container expenses are also affected by the average
utilization of the container fleet, which was 84% and 63% during the nine-month
periods ended September 30, 2003 and 2002, respectively. The remaining container
fleet is off-lease and is being stored primarily at a large number of storage
depots. At September 30, 2003 and 2002, utilization was 84% and 80%,
respectively, and the Partnership's off-lease containers (in units) were located
in the following locations.
2003 2002
---- ----
Americas 1,322 2,009
Europe 705 1,380
Asia 1,907 1,389
Other 152 199
----- -----
Total off-lease containers 4,086 4,977
===== =====
In addition to utilization, rental income is affected by daily rental rates. The
average daily rental rate for the Partnership's containers decreased 9% between
the periods. 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 leasing of the Partnership's containers under master
operating leases, but an increasing percentage of the Partnership's containers
have been on lease under long term leases. At September 30, 2003 and 2002, 44%
and 36%, 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
nine-month periods ended September 30, 2003 and 2002.
The Partnership's income (loss) from operations for the nine-month periods ended
September 30, 2003 and 2002 was $573 and ($913), respectively, on rental income
of $8,492 and $6,769, respectively. The increase in rental income of $1,723, or
25%, from the nine-month period ended September 30, 2002 to the comparable
period in 2003 was attributable to an increase in container rental income and
other rental income, which is discussed below. Income from container rentals,
the major component of total revenue, increased $1,526, or 26%, primarily due to
the increase in average on-hire utilization of 33%, offset by the decrease in
average rental rates of 9% between the periods.
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 in the third quarter 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 can be redelivered in low
demand locations. However, rental rates continued to slowly decline 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 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.
Although demand for leased containers has 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. Although the majority of the containers sold were damaged
containers, the Partnership sold some undamaged containers located in the lower
demand locations.
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 for containers to be held for continued use as
well as for containers identified for sale in the ordinary course of business.
Based on this evaluation, the Partnership determined that reductions to the
carrying value of these containers were not required during the nine-month
periods ended September 30, 2003 and 2002. However, other Partnerships managed
by the General Partners have recorded write-downs and losses on certain older
containers. Many of these containers have been located in low demand locations.
There have been no such write-downs recorded by the Partnership and recorded
losses have been minor, primarily due to the young age of the Partnership's
container fleet. As noted above, sales by the Partnership in these low demand
locations have been generally limited to damaged containers. However, as the
container fleet ages, the Partnership may incur greater losses and/or
write-downs on the sale of its older containers located in low demand locations,
if existing market conditions continue. The Partnership will continue to
evaluate whether write-downs are necessary for its container rental equipment.
Additionally, current market conditions have caused a decline in the economic
value of used containers. The average sales prices for containers sold by TEM on
behalf of the Partnership as well as other container owners have decreased in
recent years. The decrease was primarily due to a surplus of used containers
available for sale. In 2003, the value of used containers appears to have
stabilized and the fluctuations in average sales prices during 2003 are
primarily a function of the type of container sold and the location of the
container.
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 nine-month period ended September 30,
2003, the total of these other rental income items was $1,192, an increase of
$197 from the equivalent period in 2002. The increase was primarily due to
increases in DPP and location income of $161 and $149, respectively, offset by
the decrease in handling income of $121. 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. Handling income decreased
primarily due to the decline in container movement.
Direct container expenses decreased $328, or 12%, from the nine-month period
ended September 30, 2002 to the equivalent period in 2003. The decrease was
primarily due to the decreases in storage and handling expenses of $871 and $75,
respectively, offset by increases in repositioning and DPP expenses of $516 and
$95, respectively. Storage expense decreased due to the increase in utilization
noted above and the 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 location 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. The increase in DPP expense was primarily due to an increase in the
number of containers covered under DPP.
Bad debt expense was $55 and $21 for the nine-month periods ended September 30,
2003 and 2002, respectively. Fluctuations in bad debt expense reflect the
adjustment 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. The expenses recorded during the
nine-month periods ended September 30, 2003 and 2002 reflect higher reserve
estimates, after deductions had been taken against the reserve, from December
31, 2002 and 2001.
Depreciation expense increased $471, or 13%, from the nine-month period ended
September 30, 2002 to the same period in 2003. The increase was primarily due to
an increase in the depreciation rate as a result of the Partnership revising its
estimate for container salvage value from a percentage of equipment cost to an
estimated dollar residual value effective July 1, 2002. 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.
Management fees to affiliates increased $156, or 27%, from the nine-month period
ended September 30, 2002 to the comparable period in 2003. The increase was due
to increases in both equipment and incentive management fees. Equipment
management fees increased 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, which are based on
the Partnership's limited and general partner distributions made from cash from
operations increased primarily due to the increase in these distributions.
General and administrative costs to affiliates increased $15, or 4%, from the
nine-month period ended September 30, 2002 to the same period in 2003. The
increase was primarily due to an increase in the allocation of overhead costs
from both TEM and TCC.
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 $90 from the nine-month period
ended September 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 was $18 and $24 for the nine-month periods ended
September 30, 2003 and 2002, respectively.
Net (loss) earnings per limited partnership unit fluctuated from ($0.21) to
$0.12 from the nine-month period ended September 30, 2002 to the same period in
2003, respectively, reflecting the fluctuation in net (loss) earnings allocated
to limited partners from ($932) to $551, respectively. The allocation of net
earnings (loss) for the nine-month periods ended September 30, 2003 and 2002
included a special allocation of gross income to the General Partners of $26 and
$39, respectively, in accordance with the Partnership Agreement.
The following is a comparative analysis of the results of operations for the
three-month periods ended September 30, 2003 and 2002.
The Partnership's income (loss) from operations for the three-month periods
ended September 30, 2003 and 2002 was $64 and ($97), respectively, on rental
income of $2,765 and $2,548, respectively. The increase in rental income of
$217, or 9%, from the three-month period ended September 30, 2002 to the
comparable period in 2003 was attributable to the increase in container rental
income, offset by the decrease in other rental income. Income from container
rentals increased $265, or 12%, primarily due to the increase in the average
on-hire utilization of 15%, offset by the decrease in average rental rates of
6%, between the periods.
Other rental income was $342 for the three-month period ended September 30,
2003, a decrease of $48 from the equivalent period in 2002. The decrease was
primarily due to decreases in handling and location income of $76 and $41,
respectively, offset by an increase in DPP income of $68. Handling income
decreased primarily due to the decrease in container movement. Location income
decreased primarily due to the increase in credits granted to lessees for
picking up container from certain locations. DPP income increased primarily due
to an increase in the number of containers covered under DPP.
Direct container expenses increased $13, or 2%, from the three-month period
ending September 30, 2002 to the equivalent period in 2003, primarily due to an
increase in repositioning expense of $198, offset by the decreases in storage
and handling expenses of $171 and $46, respectively. Repositioning expense
increased primarily due to an increase in the average repositioning costs due to
longer average repositioning moves. Storage expense decreased due to the
increase in utilization noted above and a decrease in the average storage cost
per container. Handling expense decreased primarily due to the decreases in
container movement.
Bad debt expense was $18 and $25 for the three-month periods ended September 30,
2003 and 2002, respectively. The expense recorded during the three-month periods
ended September 30, 2003 and 2002 reflects higher reserve estimates, after
deductions had been taken against the reserve, from June 30, 2003 and 2002.
Depreciation expense increased $53, or 4%, from the three-month period ended
September 30, 2002 to the same period in 2003, primarily due to the increase in
average fleet size between the periods.
Management fees to affiliates increased $25, or 12%, from the three-month period
ended September 30, 2002 to the comparable period in 2003, due to increases in
both equipment and incentive management fees. Equipment management fees
increased due to the increase in rental income and were approximately 7% of
rental income for both periods. Incentive management fees increased primarily
due to the increase in distributions paid from cash from operations.
General and administrative costs increased $13, or 10%, from the three-month
period ended September 30, 2002 to the same period in 2003. The increase was
primarily due to an increase in the allocation of overhead costs from both TEM
and TCC.
Other general and administrative costs decreased $29 from the three-month period
ended September 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 from $24 for the three-month period ended
September 30, 2002 to $18 for the comparable period in 2003.
Net (loss) earnings per limited partnership unit fluctuated from ($0.02) to
$0.01 from the three-month period ended September 30, 2002 to the same period in
2003, respectively, reflecting the fluctuation in net (loss) earnings allocated
to limited partners from ($104) to $56, respectively. The allocation of net
(loss) earnings included a special allocation of gross income to the General
Partners made 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 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 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 for them,
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-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 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 V, L.P.
A California Limited Partnership
By Textainer Capital Corporation
The Managing General Partner
By _______________________________
Ernest J. Furtado
Chief Financial Officer
Date: November 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 Capital
Corporation, the Managing General Partner of the Registrant, in the capacities
and on the dates indicated:
Signature Title Date
________________________ Chief Financial Officer, Senior November 12, 2003
Ernest J. Furtado Vice President and Secretary
________________________ President November 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 V, L.P.
A California Limited Partnership
By Textainer Capital Corporation
The Managing General Partner
By /s/Ernest J. Furtado
_________________________________
Ernest J. Furtado
Chief Financial Officer
Date: November 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 Capital
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 November 12, 2003
Ernest J. Furtado Vice President and Secretary
/s/John A. Maccarone
______________________________ President November 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 V, 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.
November 12, 2003
/s/ John A. Maccarone
____________________________________
John A. Maccarone
President and Director of TCC
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 V, 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.
November 12, 2003
/s/ Ernest J. Furtado
____________________________________________________
Ernest J. Furtado
Chief Financial Officer, Senior Vice President,
Secretary and Director of TCC
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 V,
L.P., (the "Registrant") on Form 10-Q for the quarterly period ended September
30, 2003, as filed on November 12, 2003 with the Securities and Exchange
Commission (the "Report"), I, John A. Maccarone, the President and Director of
Textainer Capital Corporation ("TCC") and Principal Executive Officer of TCC,
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.
November 12, 2003
By /s/ John A. Maccarone
______________________________________
John A. Maccarone
President and Director of TCC
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 Quarterly Report of Textainer Equipment Income Fund V,
L.P., (the "Registrant") on Form 10-Q for the quarterly period ended September
30, 2003, as filed on November 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 Capital Corporation ("TCC")
and Principal Financial and Accounting Officer of TCC, 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.
November 12, 2003
By /s/ Ernest J. Furtado
___________________________________________________
Ernest J. Furtado
Chief Financial Officer, Senior Vice President,
Secretary and Director of TCC
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.