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TEXTAINER CAPITAL CORPORATION
650 California Street, 16th Floor
San Francisco, CA 94108
September 16, 2004
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
Second Quarter ended June 30, 2004.
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, 2004
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 June 30, 2004
Table of Contents
- -----------------------------------------------------------------------------------------------------------------
Page
Part I Financial Information
Item 1. Financial Statements (unaudited)
Balance Sheets - June 30, 2004
and December 31, 2003............................................................................. 3
Statements of Operations for the three and six months
ended June 30, 2004 and 2003...................................................................... 4
Statements of Partners' Capital for the six months
ended June 30, 2004 and 2003...................................................................... 5
Statements of Cash Flows for the six months
ended June 30, 2004 and 2003...................................................................... 6
Notes to Financial Statements..................................................................... 8
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations.................................................................... 13
Item 3. Quantitative and Qualitative Disclosures about Market Risk................................... 23
Item 4. Controls and Procedures...................................................................... 23
Part II Other Information
Item 6. Exhibits and Reports on Form 8K.............................................................. 24
TEXTAINER EQUIPMENT INCOME FUND V, L.P.
(a California Limited Partnership)
Balance Sheets
June 30, 2004 and December 31, 2003
(Amounts in thousands)
(unaudited)
- ----------------------------------------------------------------------------------------------------
2004 2003
--------------- ------------
Assets
Container rental equipment, net of accumulated
depreciation of $49,823 (2003: $41,500) (notes 4 & 6) $ 29,426 $ 39,346
Cash 2,470 1,376
Accounts receivable, net of allowance
for doubtful accounts of $216 (2003: $157) 2,286 2,241
Due from affiliates, net (note 2) 334 243
Prepaid expenses 12 33
--------------- ------------
$ 34,528 $ 43,239
=============== ============
Liabilities and Partners' Capital
Liabilities:
Accounts payable $ 173 $ 253
Accrued liabilities 349 270
Accrued damage protection plan costs 434 388
Deferred damage protection plan revenue 174 175
Deferred quarterly distributions 60 60
Container purchases payable - 507
--------------- ------------
Total liabilities 1,190 1,653
--------------- ------------
Partners' capital:
General partners 12 20
Limited partners 33,326 41,566
--------------- ------------
Total partners' capital 33,338 41,586
--------------- ------------
$ 34,528 $ 43,239
=============== ============
See accompanying notes to financial statements
TEXTAINER EQUIPMENT INCOME FUND V, L.P.
(a California Limited Partnership)
Statements of Operations
For the three and six months ended June 30, 2004 and 2003
(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, 2004 June 30, 2003 June 30, 2004 June 30, 2003
-------------- -------------- -------------- --------------
Rental income $ 2,913 $ 2,787 $ 5,836 $ 5,727
-------------- -------------- -------------- --------------
Costs and expenses:
Direct container expenses 720 863 1,499 1,541
Bad debt expense 25 41 60 37
Depreciation (note 4) 1,432 1,409 2,885 2,817
Write-down of containers (notes 4 & 6) 6,411 - 6,411 -
Professional fees 14 10 25 19
Management fees to affiliates (note 2) 250 242 500 492
General and administrative costs to affiliates (note 2) 139 132 277 274
Other general and administrative costs 13 19 30 37
Loss on sale of containers 44 8 90 1
-------------- -------------- -------------- --------------
9,048 2,724 11,777 5,218
-------------- -------------- -------------- --------------
(Loss) income from operations (6,135) 63 (5,941) 509
-------------- -------------- -------------- --------------
Interest income 4 3 6 7
-------------- -------------- -------------- --------------
Net (loss) earnings $ (6,131) $ 66 $ (5,935) $ 516
============== ============== ============== ==============
Allocation of net (loss) earnings (note 2):
General partners $ 4 $ 10 $ 15 $ 21
Limited partners (6,135) 56 (5,950) 495
-------------- -------------- -------------- --------------
$ (6,131) $ 66 $ (5,935) $ 516
============== ============== ============== ==============
Limited partners' per unit share
of net (loss) earnings $ (1.40) $ 0.01 $ (1.35) $ 0.11
============== ============== ============== ==============
Limited partners' per unit share
of distributions $ 0.25 $ 0.25 $ 0.50 $ 0.50
============== ============== ============== ==============
Weighted average number of limited
partnership units outstanding 4,392,017 4,422,733 4,392,017 4,422,733
============== ============== ============== ==============
See accompanying notes to financial statements
TEXTAINER EQUIPMENT INCOME FUND V, L.P.
(a California Limited Partnership)
Statements of Partners' Capital
For the six months ended June 30, 2004 and 2003
(Amounts in thousands)
(unaudited)
- ---------------------------------------------------------------------------------------------------------------------------
Partners' Capital
-----------------------------------------------------------
General Limited Total
-------------- -------------- --------------
Balances at January 1, 2003 $ 24 $ 45,224 $ 45,248
Distributions (23) (2,212) (2,235)
Redemptions (note 5) - (83) (83)
Net earnings 21 495 516
-------------- -------------- --------------
Balances at June 30, 2003 $ 22 $ 43,424 $ 43,446
============== ============== ==============
Balances at January 1, 2004 $ 20 $ 41,566 $ 41,586
Distributions (23) (2,197) (2,220)
Redemptions (note 5) - (93) (93)
Net earnings (loss) 15 (5,950) (5,935)
-------------- -------------- --------------
Balances at June 30, 2004 $ 12 $ 33,326 $ 33,338
============== ============== ==============
See accompanying notes to financial statements
TEXTAINER EQUIPMENT INCOME FUND V, L.P.
(a California Limited Partnership)
Statements of Cash Flows
For the six months ended June 30, 2004 and 2003
(Amounts in thousands)
(unaudited)
- --------------------------------------------------------------------------------------------------------------------------
2004 2003
---------------- ----------------
Cash flows from operating activities:
Net (loss) earnings $ (5,935) $ 516
Adjustments to reconcile net (loss) earnings to
net cash provided by operating activities:
Depreciation (note 4) 2,885 2,817
Write down of containers (notes 4 & 6) 6,411 -
Increase in allowance for doubtful accounts 59 16
Loss on sale of containers 90 1
(Increase) decrease in assets:
Accounts receivable (91) 28
Due from affiliates, net 7 (189)
Prepaid expenses 21 21
(Decrease) increase in liabilities:
Accounts payable and accrued liabilities (1) (7)
Accrued damage protection plan costs 46 41
Deferred damage protection plan revenue (1) -
---------------- ----------------
Net cash provided by operating activities 3,491 3,244
---------------- ----------------
Cash flows from investing activities:
Proceeds from sale of containers 461 197
Container purchases (545) (418)
---------------- ----------------
Net cash used in investing activities (84) (221)
---------------- ----------------
Cash flows from financing activities:
Redemptions of limited partnership units (93) (83)
Distributions to partners (2,220) (2,234)
---------------- ----------------
Net cash used in financing activities (2,313) (2,317)
---------------- ----------------
Net increase in cash 1,094 706
Cash at beginning of period 1,376 976
---------------- ----------------
Cash at end of period $ 2,470 $ 1,682
================ ================
See accompanying notes to financial statements
TEXTAINER EQUIPMENT INCOME FUND V, L.P.
(a California Limited Partnership)
Statements of Cash Flows--Continued
For the six months ended June 30, 2004 and 2003
(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 by the Partnership as of June 30, 2004 and 2003, and December 31, 2003
and 2002, 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, 2004 and 2003.
June 30 Dec. 31 June 30 Dec. 31
2004 2003 2003 2002
----------- ----------- ----------- -----------
Container purchases included in:
Due to affiliates.............................. $ - $ 19 $ - $ -
Container purchases payable.................... - 507 - -
Distributions to partners included in:
Due to affiliates.............................. 3 3 3 3
Deferred quarterly distributions............... 60 60 58 57
Proceeds from sale of containers included in:
Due from affiliates............................ 207 128 56 50
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, 2004 and 2003.
2004 2003
---- ----
Container purchases recorded.................................................... $ 19 $ 418
Container purchases paid........................................................ 545 418
Distributions to partners declared.............................................. 2,220 2,235
Distributions to partners paid.................................................. 2,220 2,234
Proceeds from sale of containers recorded....................................... 540 203
Proceeds from sale of containers received....................................... 461 197
The Partnership has entered into direct finance leases, resulting in the
transfer of containers from container rental equipment to accounts receivable.
The carrying values of containers transferred during the six-month periods ended
June 30, 2004 and 2003 were $13 and $10, 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 six months ended June 30, 2004 and 2003
(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
June 30, 2004 and December 31, 2003 and the results of its operations for
the three and six-month periods ended June 30, 2004 and 2003 and changes in
partners' capital, and cash flows for the six-month periods ended June 30,
2004 and 2003, 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, 2003, 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 following critical accounting policies are used in the preparation of
its financial statements:
The Partnership maintains allowances for doubtful accounts for estimated
losses resulting from the inability of its lessees to make required
payments. These allowances are based on management's current assessment of
the financial condition of the Partnership's lessees and their ability to
make their required payments.
The Partnership depreciates its container rental equipment based on certain
estimates related to the container's useful life and salvage value.
Additionally, the Partnership writes down the value of its containers if an
evaluation indicates that the recorded amounts of containers are not
recoverable based on estimated future undiscounted cash flows and sales
prices. These estimates are based upon historical useful lives of
containers and container sales prices as well as assumptions about future
demand for leased containers and estimated sales prices.
Certain reclassifications, not affecting net earnings, have been made to
prior year amounts in order to conform to the 2004 financial statement
presentation.
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 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 $1 and $19 of
container acquisition fees as a component of container costs during the
six-month periods ended June 30, 2004 and 2003, respectively. The
Partnership incurred $46 and $91 of incentive management fees during each
of the three and six-month periods ended June 30, 2004 and 2003,
respectively. 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
June 30, 2004 and December 31, 2003.
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 $204 and $409 for the three and six-month periods ended June 30,
2004, respectively, and $196 and $401, respectively, for the comparable
periods in 2003.
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
six-month periods ended June 30, 2004 and 2003 were as follows:
Three months Six months
ended June 30, ended June 30,
-------------- -------------
2004 2003 2004 2003
---- ---- ---- ----
Salaries $ 83 $ 76 $169 $151
Other 56 56 108 123
--- --- --- ---
Total general and
administrative costs $139 $132 $277 $274
=== === === ===
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 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
six-month periods ended June 30, 2004 and 2003:
Three months Six months
ended June 30, ended June 30,
-------------- --------------
2004 2003 2004 2003
---- ---- ---- ----
TEM $114 $115 $229 $239
TCC 25 17 48 35
--- --- --- ---
Total general and
administrative costs $139 $132 $277 $274
=== === === ===
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 June 30, 2004 and December 31, 2003, due from affiliates, net is
comprised of:
2004 2003
---- ----
Due from affiliates:
Due from TEM................. $357 $264
--- ---
Due to affiliates:
Due to TCC................... 20 18
Due to TL.................... 3 3
--- ---
23 21
--- ---
Due from affiliates, net $334 $243
=== ===
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, 2004 and 2003:
2004 2003
---- ----
On-lease under master leases 13,408 12,216
On-lease under long-term leases 10,203 9,069
------ ------
Total on-lease containers 23,611 21,285
====== ======
Under master lease agreements, the lessee is not committed to lease a
minimum number of containers from the Partnership during the lease term and
may generally return any portion or all the containers to the Partnership
at any time, subject to certain restrictions in the lease agreement. Under
long-term lease agreements, containers are usually leased from the
Partnership for periods of between three to five years. Such leases are
generally cancelable with a penalty at the end of each twelve-month period.
Under direct finance leases, the containers are usually leased from the
Partnership for the remainder of the container's useful life with a
purchase option at the end of the lease term.
The remaining containers are off-lease and are being stored primarily at a
large number of storage depots.
Note 4. Container Rental Equipment
The Partnership evaluated the recoverability of the recorded amount of
container rental equipment for containers to be held for continued use and
determined that a reduction to the carrying value of these containers was
not required at June 30, 2003. Based on an impairment analysis performed as
of June 30, 2004, which considered the possible sale of the Partnership's
remaining container fleet (see Note 6), the Partnership determined that
certain containers were impaired and that a reduction to the carrying value
of these containers was required. The Partnership recorded a write down of
$6,411 to write down the value of certain containers that had carrying
values which were greater than the anticipated per unit sales price in the
letter of intent.
The Partnership also evaluated the recoverability of the recorded amount of
containers identified for sale in the ordinary course of business and
determined that reductions to the carrying value of these containers were
not required.
Note 5. Redemptions
The following redemptions were consummated by the Partnership during the
six-month periods ended June 30, 2004 and 2003:
Units Average
Redeemed Redemption Price Amount Paid
-------- ---------------- -----------
Total Partnership redemptions as of
December 31, 2002.......................... 29,911 $11.33 $339
Six-month period ended:
June 30, 2003.............................. 10,700 $ 7.75 83
------ ---
Total Partnership redemptions as of
June 30, 2003.............................. 40,611 $10.39 $422
====== ===
Total Partnership redemptions as of
December 31, 2003.......................... 58,225 $ 9.70 $565
Six-month period ended:
June 30, 2004.............................. 13,102 $ 7.10 93
------ ---
Total Partnership redemptions as of
June 30, 2004.............................. 71,327 $ 9.23 $658
====== ===
The redemption price is fixed by formula in accordance with the Partnership
Agreement.
Note 6. Subsequent Event
The Partnership reached an agreement in principle in July 2004, with a
corporate purchaser to sell its remaining container fleet and is in the
process of negotiating a definitive purchase and sale agreement with the
purchaser. When the purchase and sale agreement is signed by all parties,
the Partnership will submit the proposed sale to the Limited Partners for
approval. If the Limited Partners approve the sale and the sale is
completed, the Partnership anticipates that it will distribute the proceeds
of the sale to the partners and terminate its existence during 2005.
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, 2004 and 2003. 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.
Introduction
The Partnership is a finite-life entity whose principal business is to own a
fleet of containers for lease to the international shipping industry. The
Partnership's revenues come primarily from the rental income generated by leased
containers and, to a smaller extent, from services related to rental income,
such as handling charges paid by lessees. The Partnership's revenues are,
therefore, dependent on demand for leased containers. Demand for leased
containers drives not only the percentage of the Partnership's containers that
are on lease (utilization), but also, to a certain extent, the rental rates the
Partnership can charge under its leases. When demand declines, utilization
falls, and the Partnership has fewer containers on lease, often earning less
revenue, and more containers off-lease incurring storage expense. In times of
reduced demand, then, the Partnership has higher expenses and may have to reduce
revenues further by offering lessees incentives such as free rental periods or
credits. Conversely, in times of increased demand, rental revenues increase
because the Partnership has more containers on lease, rental rates sometimes
rise, and expenses will drop because the Partnership no longer incurs as many
charges to store or reposition off-lease containers. The General Partners try at
all times to take advantage of the opportunities created by different levels of
demand for leased containers, either by changing services, lease terms or lease
rates offered to customers or by concentrating on different geographic markets.
Demand for containers is driven by many factors, including the overall volume of
worldwide shipping, the number of containers manufactured, the number of
containers available for lease in specific locations and the capacity of the
worldwide shipping industry to transport containers on its existing ships. Since
many of the Partnership's customers are shipping lines that also own their own
containers, the price and availability of new containers directly affects demand
for leased containers. If shipping lines have the cash or financing to buy
containers and find that alternative attractive, demand for leased containers
will fall. Current demand and related market conditions for containers are
discussed below under "Results of Operations: Current Market Conditions for
Leased Containers." Competition for shipping lines' business has increased in
recent years due to operational consolidations among shipping lines and the
entry of new leasing companies that compete with entities like the Partnership.
This competition has generally driven down rental rates and allowed shipping
lines to obtain other favorable lease terms.
The Partnership also recognizes gains and losses from the sale of its
containers. Containers are generally sold either at the end of their useful
life, or when an economic analysis indicates that it would be more profitable to
sell a container rather than to continue to own it. An example of the latter
would be when re-leasing a container might be relatively expensive, either
because of expenses required to repair the container or to reposition the
container to a location where the container could be readily leased.
To date, the Partnership has generally sold containers individually. As
discussed below under "Possible Sale of Partnership Assets," the Partnership is
currently in negotiations to sell all of its remaining container fleet to a
corporate purchaser.
When the Partnership has sold its containers individually, sales have primarily
been made to wholesalers who subsequently sell to buyers such as mini-storage
operators, construction companies, farmers and other non-marine users.
Additionally, if a container is lost or completely damaged by a lessee, the
Partnership receives proceeds from the lessee for the value of the container.
The Partnership counts these transactions as sales, as well as the more
traditional sales to wholesalers. Generally, since 1998, used container prices
have declined, causing the Partnership to realize less from the sale of its used
containers. Used container sales prices stabilized in 2002 and 2003 and sales
prices for certain types of containers have increased slightly in the first part
of 2004.
The Partnership's operations and financial results are also affected by the
price of new containers. The price for new containers fell from 1995 through
2003. This decrease significantly depressed rental rates. This decrease has
worked to the Partnership's advantage though, when, from time to time, the
Partnership has bought new containers. New containers are bought primarily with
a portion of the proceeds received from the sale of containers and a portion of
cash provided by operations. In the discussion below, this process is referred
to as reinvestment in containers.
Generally, reinvestment in containers replaces some, but not all, of the
containers sold by the Partnership. Therefore, over time, the Partnership's
container fleet shrinks, and rental revenues decrease, because there are fewer
containers available for lease.
During 2004 the price of new containers has increased significantly. The
increase in new container prices and its effect on demand is discussed below
under "Results of Operations: Current Market Conditions for Leased Containers."
The Partnership compared the carrying value of its containers to the anticipated
estimated price to be realized in the sale. Despite the improvement in the
market for used containers, the Partnership still found that the carrying value
of some of its older, more expensive containers was higher than the anticipated
estimated price to be realized in the sale. The Partnership determined that
these containers were impaired and recorded a write down expense to reduce the
carrying value of these containers to their anticipated sales price. See
"Possible Sale of Partnership Assets" below and "Other Income and Expenses:
Write Down of Containers."
Possible Sale of Partnership Assets
In July 2004, the Partnership and five other limited partnerships managed by the
General Partners signed a letter of intent to sell their remaining container
fleets to a corporate purchaser, RFH Limited, (the "Purchaser"). The
Partnership, other limited partnerships and the Purchaser are in the process of
finalizing the Container Purchase and Sale Agreement. Once the Purchase and Sale
Agreement is finalized, the Partnership will submit the proposed sale to the
Limited Partners for approval.
If the Limited Partners approve the sale and the sale is completed, the
Partnership anticipates that it will distribute the proceeds of this sale to the
partners and terminate its existence during 2005.
A report of the completion of the proposed Purchase and Sale Agreement and the
terms set forth therein, will be made on Form 8-K as required.
Liquidity and Capital Resources
Historical
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 on August 23, 1994 and on April 29, 1996 the
Partnership's offering of limited partnership interests was closed at $89,305.
Sources of Cash
Rental income and proceeds from container sales are the Partnership's principal
sources of liquidity, and the source of funds for distributions and
reinvestment. Rental income and container sales prices are affected by market
conditions for leased and used containers. Cash provided from these sources will
fluctuate based on demand for leased and used containers. Demand for leased and
used containers is discussed more fully in "Results of Operations." Cash
provided by operating activities is affected by rental income, operating
expenses and the timing of both payments received from lessees and payments made
by the Partnership for operating expenses. Additionally, a continued stream of
rental income is dependent partly on the Partnership's ability to re-lease
containers as they come off lease. See the discussion of "Utilization" below
under "Results of Operations." Cash provided by proceeds from container sales, a
component of cash from investing activities, is affected by the number of
containers sold, the sale price received on these containers, and the timing of
payments received for these sales. Previously reported cash from operations and
sales proceeds is not indicative of future cash flows as these amounts can
fluctuate significantly based on demand for new and used containers, fleet size
and timing of the payments made and received. Fluctuations in rental income,
operating expenses, and sale prices for used containers are discussed more fully
in "Results of Operations."
Operating and investing activities are discussed in detail below.
Cash from Operations
Net cash provided by operating activities for the six-month periods ended June
30, 2004 and 2003, was $3,491 and $3,244, respectively. Net cash provided by
operating activities increased $247, or 8% between the periods due to the
increase in net earnings (loss), adjusted for non-cash transactions and
fluctuations in due from affiliates, net, offset by fluctuations in gross
accounts receivable. Net earnings (loss), adjusted for non-cash transactions,
increased primarily due to an increase in rental income and decrease in direct
container expenses. These items are discussed more fully under "Results of
Operations." The fluctuations in due from affiliates, net, resulted from timing
differences in the payment of expenses and fees and the remittance of net rental
revenues, as well as in fluctuations in these amounts. Gross accounts receivable
increased $91 for the six-month period ended June 30, 2004 primarily due to the
increase in rental income. The decrease in gross accounts receivable of $28 for
the comparable period in 2003 was primarily due to the decrease in the
collection period of accounts receivable, offset by the increase in rental
income.
Cash from Sale of Containers
Current Uses: For the six-month periods ended June 30, 2004 and 2003, cash
provided by investing activities (the sale of containers) was $461 and $197,
respectively. The increase of $264, or 134%, was primarily due to the
Partnership selling more containers during the six-month period ended June 30,
2004, compared to the equivalent period in 2003. The increase was partially
offset by a lower average sales price received on container sales. Fluctuations
between periods in the number of containers sold and in the sales price reflect
the age and condition of containers coming off-lease, the geographic market in
which they come off-lease, and other related market conditions. Fluctuations in
sales price between the periods can also be affected by the number of containers
bought by lessees, who reimburse the Partnership for any containers that are
lost or completely damaged beyond repair. These reimbursement amounts are
frequently higher than the average sales price for a container sold in the open
market when it comes off-lease.
Effect of Market Conditions: Market conditions can affect the Partnership's
decision to sell an off-lease container. If demand for leased containers is low,
the Partnership is more likely to sell a container rather than incur the cost to
reposition the container to a location where it can be released. If demand is
strong, the Partnership is less likely to identify the container as for sale, as
it is anticipated that the container can be released in its current location or
repositioned to another location where demand is high. The strong utilization in
the first quarter of 2004 and recent increases in demand have resulted in fewer
containers being identified for sale. Some of the market conditions affecting
the sale of containers are discussed below under "Comparative Results of
Operations." In general, the decline in the number of containers identified for
sale has caused the average sales price of used containers to increase slightly
in the first half of 2004 with respect to the sale of off-lease containers in
certain geographic markets.
Effect of Container Sales on Future Cash Flows and Container Fleet: To date, a
significant amount of the containers sold have been containers that have been
lost or completely damaged by lessees. The sales price received on these
containers is based on the container's book value. These sales prices are higher
than the sales prices received for off-lease containers. The number of off-lease
containers sold has been limited because of the young age of the Partnership's
fleet. If the currently contemplated sale of the Partnership's fleet does not
occur and the fleet ages, the Partnership expects the number of off-lease
containers sold to increase and the average sales price received for its
containers to decrease. In addition, to the extent off-lease containers are sold
in low demand locations, these sales may further depress the average sales
price. See "Sale of Containers in Lower Demand Locations" below. The decline in
average sales price will leave smaller amounts available for reinvestment, which
will be one of the factors reducing the Partnership's fleet size in the future.
Uses of Cash
Cash from operations is primarily used to pay distributions to partners and
redeem limited partnership units. Cash from operations may also be used to
purchase containers. The amount of cash from operations available to reinvest in
additional containers, is dependent on (i) operating results and timing of
payments made and received; (ii) the amount of distributions paid to partners;
(iii) the amount of redemptions and (iv) working capital. The amounts of
distributions, redemptions and working capital are subject to the General
Partners' authority to set these amounts as provided in the Partnership
Agreement.
Another source of funds for the purchase of new containers (or reinvestment) is
the proceeds from the sale of the Partnership's containers. The number of
containers sold and the average sales price also affect how much the Partnership
can reinvest in new containers using these proceeds.
From time to time, the Partnership redeems units from limited partners for a
specified redemption value, which is set by formula. Up to 2% of the
Partnership's outstanding units may be redeemed each year, although the 2% limit
may be exceeded at the Managing General Partner's discretion. All redemptions
are subject to the Managing General Partner's good faith determination that
payment for the redeemed units will not (i) cause the Partnership to be taxed as
a corporation, (ii) impair the capital or operations of the Partnership, or
(iii) impair the ability of the Partnership to pay distributions in accordance
with its distribution policy.
These activities are discussed in detail below.
Distributions: During the six-month period ended June 30, 2004, the Partnership
declared cash distributions to limited partners pertaining to the period from
December 2003 through May 2004 in the amount of $2,197, which represented $0.50
per unit. On a cash basis, as reflected in the Statements of Cash Flows, after
paying 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 paying redemptions, all of these
distributions were a return of capital.
Capital Commitments: Container purchases
For the six-month periods ended June 30, 2004, cash used in investing activities
(the purchase of containers) was $545 and $418, respectively. Fluctuations
between the periods in the number of containers purchased reflect (i) the amount
of cash available to purchase containers; (ii) demand for leasing new
containers; (iii) the type of container purchased and (iv) the purchase price of
the container.
At June 30, 2004, the Partnership had no commitments to purchase containers.
Capital Commitments: Redemptions
During the six-month period ended June 30, 2004, the Partnership redeemed 13,102
units for a total dollar amount of $93. The Partnership used cash flow from
operations to pay for the redeemed units.
The Partnership invests working capital and cash flow from operations and
investing activities prior to its distribution to the partners in short-term,
liquid investments.
Results of Operations
The Partnership's income from operations, which consists primarily of rental
income less costs and expenses (including container depreciation, direct
container expenses, management fees, and reimbursement of administrative
expenses) is primarily affected by the size of its container fleet, the number
of containers it has on lease (utilization) and the rental rates received under
its leases. The current status of each of these factors is discussed below.
Size of Container Fleet
The following is a summary of the container fleet (in units) available for lease
during the six-month periods ended June 30, 2004 and 2003:
2004 2003
---- ----
Beginning container fleet............... 25,499 24,682
Ending container fleet.................. 24,959 24,740
Average container fleet................. 25,229 24,711
The average container fleet increased 2% between the periods.
Utilization
Rental income and direct container expenses are also affected by the average
utilization of the container fleet, which was 88% and 84% during the six-month
periods ended June 30, 2004 and 2003, respectively. The remaining container
fleet is off-lease and is being stored primarily at a large number of storage
depots. At June 30, 2004 and 2003, utilization was 95% and 86%, respectively,
and the Partnership's off-lease containers (in units) were located in the
following locations:
2004 2003
---- ----
Americas 726 1,621
Europe 212 772
Asia 351 937
Other 59 125
----- -----
Total off-lease containers 1,348 3,455
===== =====
Rental Rates
In addition to utilization, rental income is affected by daily rental rates.
Daily rental rates are different under different lease types. The two primary
lease types for the Partnership's containers are long term leases and master
leases. The average daily rental rate for the Partnership's containers decreased
5% from the six-month period ended June 30, 2003 compared to the same period in
2004, primarily due to the declines in both master lease and long term lease
rates. The majority of the Partnership's rental income was generated from master
leases, but in the past several years an increasing percentage of the
Partnership's containers have been on lease under long term leases. At both June
30, 2004 and 2003, 43% of the Partnership's on-lease containers were on lease
under long term leases. Long term leases generally have lower rental rates than
master leases because the lessees have contracted to lease the containers for
several years and cannot return the containers prior to the termination date
without a penalty. Fluctuations in rental rates under either type of lease
generally will affect the Partnership's operating results.
Comparative Results of Operations
The following is a comparative analysis of the results of operations for the
three and six-month periods ended June 30, 2004 and 2003:
Three months Six months
ended June 30 ended June 30
------------- --------------
2004 2003 2004 2003
---- ---- ---- ----
(Loss) income from operations ($6,135) $ 63 ($5,941) $ 509
Rental income $2,913 $2,787 $5,836 $5,727
Percent change from previous year in:
Utilization 8% 39% 5% 45%
Average container fleet size 1% ( 0%) 2% (1%)
Average rental rates (6%) ( 8%) (5%) (9%)
The loss from operations for the three and six-month periods ended June 30, 2004
resulted primarily from the write down of the Partnership's containers. See
"Other Income and Expenses: Write Down of Containers," and "Critical Accounting
Policies and Estimates: Container Impairment Estimates."
The Partnership's rental income increased $109, or 2%, from the six-month period
ended June 30, 2003 to the comparable period in 2004. The increase was due to an
increase in container rental income, offset by a slight decline in other rental
income, which is discussed below. Income from container rentals, the major
component of total revenue, increased $113, or 2% from the six-month period
ended June 30, 2003 to the same period in 2004, primarily due to the increases
in average on-hire utilization and container fleet size. The increase was
partially offset by the decline in average rental rates as detailed in the above
table.
The increase in rental income of $126, or 5%, from the three-month period ended
June 30, 2003 to the comparable period in 2004 was attributable to increases in
container rental income and other rental income. Income from container rentals
increased $113, or 5%, primarily due to the increase in the average on-hire
utilization, offset by the decrease in average rental rates as detailed in the
above table.
Current Market Conditions for Leased Containers: Utilization was stable for most
of 2003 and demand remained strong during the first quarter of 2004. Beginning
in 2004, a worldwide steel shortage caused significant increases in new
container prices and limited the number of new containers being built. As a
result, demand for leased containers increased further beginning in March and
has remained strong through the beginning of August. Additionally, the recent
increases in new container prices have caused lease rates to stabilize and even
increase for new long term leases. Nevertheless, these improvements in rental
rates did not begin until March of 2004, which still left the Partnership with
an overall decline in its rental rates when compared to the comparable period in
2003, as indicated above under the discussion of "Rental Rates."
Sale of Containers in Lower Demand Locations: Despite the increase in demand,
areas of lower demand for containers still exist due to a continuing trade
imbalance between Asia and the Americas and Europe. However, the number of
off-lease containers in these low demand locations has decreased, as lessees
have returned fewer containers to these locations and have also leased
containers from some of these locations. In recent years, market conditions in
these low demand locations have driven a small number of sales of off-lease
containers. These sales resulted from the high cost of repositioning containers
from these areas. Before incurring high repositioning costs, the Partnership
generally weighs those costs against the expected future rental stream from a
container. If the repositioning costs are too high when compared to the
anticipated future rental revenues, the container will be identified for sale,
rather than repositioned. Older containers, in particular, have been identified
as for sale in low demand locations because their expected future rental stream
is reduced by their shorter remaining marine life and by the shipping lines'
preference for newer containers. Since older containers were the most likely
containers to be sold in low demand locations, the relatively young age of the
Partnership's fleet limited the number of sales in these areas. If the currently
contemplated sale of the Partnership's fleet does not occur and the
Partnership's fleet ages, sales of off-lease containers in these low demand
locations may continue, despite the improved conditions in these areas. The
number of the Partnership's off-lease containers in the Americas and Europe,
where most of these lower demand locations occur, is detailed above in
"Utilization."
Other Income and Expenses
The following is a discussion of other income earned and expenses incurred by
the Partnership:
Other Rental Income
Other rental income consists of other lease-related items, primarily income from
charges to lessees for dropping off containers in surplus locations less credits
granted to lessees for leasing containers from surplus locations (location
income), income from charges to lessees for handling related to leasing and
returning containers (handling income) and income from charges to lessees for a
Damage Protection Plan (DPP).
For the six-month period ended June 30, 2004, other rental income was $846, a
decrease of $4 from the equivalent period in 2003. The decrease was primarily
due to a decrease in location income of $87, offset by increases in DPP and
handling income of $65 and $17, respectively.
Other rental income was $334 for the three-month period ended June 30, 2004, an
increase of $13 from the equivalent period in 2003. The increase was primarily
due to an increase in DPP income of $15.
Direct Container Expenses
Direct container expenses decreased $42, or 3%, from the six-month period ended
June 30, 2003 to the equivalent period in 2004. The decrease was primarily due
to the decreases in storage and repositioning expenses of $59 and $32,
respectively, offset by an increase in DPP expense of $22. Storage expense
decreased primarily due to the increase in utilization noted above, offset by a
slight increase in the average storage cost per container. The decline in
repositioning expense was primarily due to fewer containers being repositioned
during the six-month period ended June 30, 2004 than in the same period in 2003.
DPP expense increased primarily due to an increase in the number of containers
covered under DPP.
Direct container expenses decreased $143, or 17%, from the three-month period
ending June 30, 2003 to the equivalent period in 2004, primarily due to the
decreases in storage and repositioning expenses of $79 and $31, respectively.
Storage expense decreased primarily due to the increase in utilization noted
above, offset by a slight increase in the average storage cost per container.
The decline in repositioning expense was primarily due to fewer containers being
repositioned during the three-month period ended June 30, 2004 than in the same
period in 2003.
Bad Debt Expense or Benefit
Bad debt expense was $60 and $37 for the six-month periods ended June 30, 2004
and 2003, respectively, and $25 and $41 for the three-month periods ended June
30, 2004 and 2003, respectively. Fluctuations in bad debt expense reflect the
adjustments to the bad debt reserve, after deductions have been taken against
the reserve, and are based on management's then current estimates of the portion
of accounts receivable that may not be collected, and which will not be covered
by insurance. These estimates are based primarily on management's current
assessment of the financial condition of the Partnership's lessees and their
ability to make their required payments. See "Critical Accounting Policies and
Estimates" below. The expenses recorded during the six-month periods ended June
30, 2004 and 2003 reflect higher reserve estimates, after deductions had been
taken against the reserve, from December 31, 2003 and 2002. The expenses
recorded during the three-month periods ended June 30, 2004 and 2003 reflect
higher reserve requirements from March 31, 2004 and 2003.
Depreciation Expense
Depreciation expense increased $68, or 2%, from the six-month period ended June
30, 2003 to the comparable period in 2004 and $23, or 2% from the three-month
period ended June 30, 2003 to the comparable period in 2004, respectively. These
increases were primarily due to the increases in the average fleet sizes. For a
discussion of the Partnership's depreciation policy, see "Critical Accounting
Policies and Estimates: Container Depreciation Estimates."
Write Down of Containers
Write Down of Containers Held for Continued Use: The Partnership has evaluated
the recorded value of its container fleet at June 30, 2004, taking into
consideration the container sales prices in the letter of intent and has
recorded a write down of $6,411 to reduce the carrying value of some of the
containers to their anticipated per unit sales price. See "Critical Accounting
Policies and Estimates: Container Impairment Estimates."
Specific Containers Identified for Sale: The Partnership also evaluates the
recoverability of the recorded amount of container rental equipment for
containers identified for sale in the ordinary course of business and determines
whether a reduction to the carrying value of these containers is not required.
To date, there have been no write downs recorded for specific containers
identified for sale.
Loss on Sale of Containers
Loss on sale of container was $90 and $1 for the six-month periods ended June
30, 2004 and 2003, respectively, and $44 and $8 for the three-month periods
ended June 30, 2004 and 2003, respectively. The average sales price received for
container sales declined from the three and six-month periods ended June 30,
2003 to the same periods in 2004 and the number of containers sold between the
periods increased, resulting in the increased losses reported between the
periods. The average sales price declined due to the specific condition of the
containers sold, the type of container sold and the locations where the
containers were sold.
Management Fees and General and Administrative Costs
Management fees to affiliates consist of equipment management fees, which are
primarily based on rental income, and incentive management fees, which are based
on the Partnership's limited and general partner distributions made from cash
from operations and partners' capital. The following details these fees for the
three and six-month periods ended June 30, 2004 and 2003:
Three months Six months
ended June 30 ended June 30
------------- --------------
2004 2003 2004 2003
---- ---- ---- ----
Equipment management fees $204 $196 $409 $401
Incentive management fees 46 46 91 91
--- --- --- ---
Management fees to affiliates $250 $242 $500 $492
=== === === ===
Equipment management fees were comparable between the periods and were
approximately 7% of rental income for both the three and six-month periods ended
June 30, 2004 and 2003. Fluctuations in incentive management fees between the
periods were primarily due to fluctuations in the amount of distributions paid
from cash from operations.
General and administrative costs to affiliates were comparable at $277 and $274
for the six-month periods ended June 30, 2004 to 2003, respectively, and $139
and $132 for the three-month periods ended June 30, 2004 an 2003, respectively.
Contractual Obligations
The Partnership Agreement provides for the ongoing payment to the General
Partners of the management fees and the reimbursement of the expenses discussed
above. Since these fees and expenses are established by the Agreement, they
cannot be considered the result of arms' length negotiations with third parties.
The Partnership Agreement was formulated at the Partnership's inception and was
part of the terms upon which the Partnership solicited investments from its
limited partners. The business purpose of paying the General Partners these fees
is to compensate the General Partners for the services they render to the
Partnership. Reimbursement for expenses is made to offset some of the costs
incurred by the General Partners in managing the Partnership and its container
fleet.
The Partnership Agreement requires the Partnership to continue to pay these fees
and expenses to the General Partners and to reimburse the General Partners for
expenses incurred by them and other service providers. For the amount of fees
and reimbursements made to the General Partners for the three and six-month
periods ended June 30, 2004 and 2003, see Note 2 to the Financial Statements in
Item 1. For the amount of fees and reimbursements made to other service
providers, see Other general and administrative expenses in the Statements of
Operations in Item 1.
Net Earnings (Loss) per Limited Partnership Unit
Three months Six months
ended June 30 ended June 30
------------- --------------
2004 2003 2004 2003
---- ---- ---- ----
Net (loss) earnings per limited
partnership unit ($ 1.40) $0.01 ($ 1.35) $0.11
Net (loss) earnings allocated
to limited partners ($6,135) $ 56 ($5,950) $495
Net earnings/loss per limited partnership unit fluctuates based on fluctuations
in net earnings/loss allocated to limited partners as detailed above. The
allocation of net earnings/loss for the six-month periods ended June 30, 2004
and 2003 included a special allocation of gross income to the General Partners
of $75, and $16, respectively, in accordance with the Partnership Agreement. As
discussed above, the write down of some of the Partnership's containers was the
primary reason for the net loss incurred by the Partnership during the three and
six-month periods ended June 30, 2004.
Critical Accounting Policies and Estimates
Certain estimates and assumptions were made by the Partnership's management that
affect its financial statements. These estimates are based on historical
experience and on assumptions believed to be reasonable under the circumstances.
These estimates and assumptions form the basis for making judgments about the
carrying value of assets and liabilities. Actual results could differ.
The Partnership's management believes the following critical accounting policies
affect its more significant judgments and estimates used in the preparation of
its financial statements.
Allowance for Doubtful Accounts: The allowance for doubtful accounts is based on
management's current assessment of the financial condition of the Partnership's
lessees and their ability to make their required payments. If the financial
condition of the Partnership's lessees were to deteriorate, resulting in an
impairment of their ability to make payments, additional allowances may be
required.
The General Partners have established a Credit Committee, which actively manages
and monitors the collection of receivables on at least a monthly basis. This
committee establishes credit limits for every lessee and potential lessee of
equipment, monitors compliance with these limits, monitors collection
activities, follows up on the collection of outstanding accounts, determines
which accounts should be written-off and estimates allowances for doubtful
accounts. As a result of actively managing these areas, the Partnership's
allowance for bad debt as a percentage of accounts receivable has ranged from 6%
to 9% and has averaged approximately 7% over the last 5 years. These allowances
have historically covered all of the Partnership's bad debts.
Container Depreciation Estimates: The Partnership depreciates its container
rental equipment based on certain estimates related to the container's useful
life and salvage value. The Partnership estimates a container's useful life to
be 12 years, an estimate which it has used since the Partnership's inception.
Prior to July 1, 2002, the Partnership estimated salvage value as a percentage
of equipment cost. Effective July 1, 2002, the Partnership revised its estimate
for container salvage value to an estimated dollar residual value, reflecting
current expectations of ultimate residual values.
The Partnership will evaluate the estimated residual values and remaining
estimated useful lives on an on-going basis and will revise its estimates as
needed. The Partnership will revise its estimate of residual values if it is
determined that these estimates are no longer reasonable based on recent sales
prices and revised assumptions regarding future sales prices. The Partnership
will revise its estimate of container useful life if it is determined that the
current estimates are no longer reasonable based on the average age of
containers sold and revised assumptions regarding future demand for leasing
older containers.
As a result, depreciation expense could fluctuate significantly in future
periods as a result of any revisions made to these estimates. A decrease in
estimated residual values or useful lives of containers would increase
depreciation expense, adversely affecting the Partnership's operating results.
Conversely, any increase in these estimates would result in a lower depreciation
expense, resulting in an improvement in operating results. These changes would
not affect cash generated from operations, as depreciation is a non-cash item.
Container Impairment Estimates: Write-downs of containers are made when it is
determined that the recorded value of the containers exceeds their estimated
fair value. Containers held for continued use and containers identified for sale
in the ordinary course of business are considered to have different estimated
fair values.
For containers not specifically identified as for sale at June 30, 2004,
management is using the anticipated sales price from its letter of intent for
estimated fair value. When the recorded value of these containers was compared
to the estimated sales price, some of the Partnership's containers had recorded
values higher than the estimated sales price. The Partnership wrote down these
containers to the estimated sales price.
In prior quarters, management estimated the fair value of containers held for
continued use based on estimated future undiscounted cash flows for the
container. Estimates of future undiscounted cash flows require estimates about
future rental revenues to be generated by the container, future demand for
leased containers, and the length of time for which the container will continue
to generate revenue. Through March 31, 2004, management had not found the
estimates of future undiscounted cash flows to be less than the recorded value
of the Partnership's containers. Therefore, the Partnership had not recorded any
write-downs of containers to be held for continued use through March 31, 2004.
In determining estimated fair value for a container identified for sale, the
current estimated sales price for the container, less estimated cost to sell, is
compared to its recorded value. To date, the Partnership has not recorded any
write-downs of containers identified for sale. See "Gain and Loss on Sale of
Containers" above.
The Partnership will continue to monitor the recoverability of its containers.
Any write-downs or losses would adversely affect the Partnership's operating
results.
Risk Factors and Forward Looking Statements
Although substantially all of the Partnership's income from operations is
derived from assets employed in foreign operations, virtually all of this income
is denominated in United States dollars. The Partnership's customers are
international shipping lines, which transport goods on international trade
routes. The domicile of the lessee is not indicative of where the lessee is
transporting the containers. The Partnership's business risk in its foreign
operations lies with the creditworthiness of the lessees, and the Partnership's
ability to keep its containers under lease, rather than the geographic location
of the containers or the domicile of the lessees. The containers are generally
operated on the international high seas rather than on domestic waterways. The
containers are subject to the risk of war or other political, economic or social
occurrence where the containers are used, which may result in the loss of
containers, which, in turn, may have a material impact on the Partnership's
results of operations and financial condition.
Other risks of the Partnership's leasing operations include competition, the
cost of repositioning containers after they come off-lease, the risk of an
uninsured loss, including bad debts, the risk of technological obsolescence,
increases in maintenance expenses or other costs of operating the containers,
and the effect of world trade, industry trends and/or general business and
economic cycles on the Partnership's operations. See "Critical Accounting
Policies and Estimates" above for information on the Partnership's critical
accounting policies and how changes in those estimates could adversely affect
the Partnership's results of operations.
The Partnership has discussed the sale of its container fleet above under
"Possible Sale of Partnership Assets." This sale is subject to conditions,
including the finalization of the Purchase and Sale Agreement, completing
negotiations with the Purchaser, and receiving the approval of holders of the
required number of limited partner units. There is no assurance that this sale
will be completed.
The foregoing includes forward-looking statements and predictions about possible
or future events, results of operations and financial condition. These
statements and predictions may prove to be inaccurate, because of the
assumptions made by the Partnership or the General Partners or the actual
development of future events. No assurance can be given that any of these
forward-looking statements or predictions will ultimately prove to be correct or
even substantially correct. The risks and uncertainties in these forward-looking
statements include, but are not limited to, changes in demand for leased
containers, changes in global business conditions and their effect on world
trade, future modifications in the way in which the Partnership's lessees
conduct their business or of the profitability of their business, increases or
decreases in new container prices or the availability of financing, alterations
in the costs of maintaining and repairing used containers, increases in
competition, changes in the Partnership's ability to maintain insurance for its
containers and its operations, the effects of political conditions on worldwide
shipping and demand for global trade or of other general business and economic
cycles on the Partnership, as well as other risks detailed herein. The
Partnership does not undertake any obligation to update forward-looking
statements.
Item 3. Quantitative and Qualitative Disclosures about Market Risk.
Exchange Rate Risk
Although substantially all of the Partnership's income from operations is
derived from assets employed in foreign operations, virtually all of this income
is denominated in United States dollars. The Partnership does pay a small amount
of its expenses in various foreign currencies. For the six-month period ended
June 30, 2004, approximately 4% of the Partnership's expenses were paid in 15
different foreign currencies. As there are no significant payments made in any
one foreign currency, the Partnership does not hedge these expenses.
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 last fiscal quarter, and which has materially affected, or is
reasonably likely materially to affect, the Partnership's internal control over
financial reporting.
Part II. OTHER INFORMATION
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) Report on Form 8-K
The Registrant filed a Report on Form 8-K dated July 12, 2004,
reporting reaching an agreement in principle to sell the Registrant's
remaining container fleet.
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: September 16, 2004
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of Textainer Capital
Corporation, the Managing General Partner of the Registrant, in the capacities
and on the dates indicated:
Signature Title Date
________________________ Chief Financial Officer, Senior September 16, 2004
Ernest J. Furtado Vice President and Secretary
________________________ President September 16, 2004
John A. Maccarone
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: September 16, 2004
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of Textainer 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 September 16, 2004
Ernest J. Furtado Vice President and Secretary
/s/John A. Maccarone
________________________________ President September 16, 2004
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.
September 16, 2004
/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.
September 16, 2004
/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 June 30,
2004, as filed on September 16, 2004 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.
September 16, 2004
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 June 30,
2004, as filed on September 16, 2004 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.
September 16, 2004
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.