TEXTAINER CAPITAL CORPORATION
650 California Street, 16th Floor
San Francisco, CA 94108
May 13, 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 VI,
L.P. (the "Partnership") the Partnership's Quarterly Report on Form 10-Q for the
First Quarter ended March 31, 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 March 31, 2003
Commission file number 0-22337
TEXTAINER EQUIPMENT INCOME FUND VI, L.P.
A California Limited Partnership
(Exact name of Registrant as specified in its charter)
California 94-3220152
(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 VI, L.P.
(a California Limited Partnership)
Quarterly Report on Form 10-Q for the
Quarter Ended March 31, 2003
Table of Contents
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Page
Item 1. Financial Statements (unaudited)
Balance Sheets - March 31, 2003
and December 31, 2002............................................................................. 3
Statements of Operations for the three months
ended March 31, 2003 and 2002..................................................................... 4
Statements of Partners' Capital for the three months
ended March 31, 2003 and 2002..................................................................... 5
Statements of Cash Flows for the three months
ended March 31, 2003 and 2002..................................................................... 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........................................ 19
Item 4. Controls and Procedures........................................................................... 19
TEXTAINER EQUIPMENT INCOME FUND VI, L.P.
(a California Limited Partnership)
Balance Sheets
March 31, 2003 and December 31, 2002
(Amounts in thousands)
(unaudited)
- ----------------------------------------------------------------------------------------------------------------
2003 2002
---------------- ----------------
Assets
Container rental equipment, net of accumulated
depreciation of $14,372 (2002: $13,814) (note 4) $ 20,883 $ 21,258
Cash 685 506
Accounts receivable, net of allowance
for doubtful accounts of $49 (2002: $60) 1,187 1,045
Due from affiliates, net (note 2) 145 59
Prepaid expenses 4 8
---------------- ----------------
$ 22,904 $ 22,876
================ ================
Liabilities and Partners' Capital
Liabilities:
Accounts payable $ 142 $ 98
Accrued liabilities 203 236
Accrued damage protection plan costs 80 77
Accrued recovery costs 102 100
Deferred quarterly distributions 23 23
Deferred damage protection plan revenue 114 114
Container purchases payable 234 -
---------------- ----------------
Total liabilities 898 648
---------------- ----------------
Partners' capital:
General partners - -
Limited partners 22,006 22,228
---------------- ----------------
Total partners' capital 22,006 22,228
---------------- ----------------
Commitments (note 5)
$ 22,904 $ 22,876
================ ================
See accompanying notes to financial statements
TEXTAINER EQUIPMENT INCOME FUND VI, L.P.
(a California Limited Partnership)
Statements of Operations
For the three months ended March 31, 2003 and 2002
(Amounts in thousands except for unit and per unit amounts)
(unaudited)
- -----------------------------------------------------------------------------------------------------
2003 2002
---------------- ----------------
Rental income $ 1,409 $ 1,029
---------------- ----------------
Costs and expenses:
Direct container expenses 354 370
Bad debt (benefit) expense (8) 12
Depreciation (note 4) 580 523
Professional fees 2 12
Management fees to affiliates (note 2) 120 93
General and administrative costs to affiliates (note 2) 68 66
Other general and administrative costs 8 23
Gain on sale of containers, net (4) (2)
---------------- ----------------
1,120 1,097
---------------- ----------------
Income (loss) from operations 289 (68)
---------------- ----------------
Interest income 2 2
---------------- ----------------
Net earnings (loss) $ 291 $ (66)
================ ================
Allocation of net earnings (loss) (note 2):
General partners $ 51 $ 51
Limited partners 240 (117)
---------------- ----------------
$ 291 $ (66)
================ ================
Limited partners' per unit share of
net earnings (loss) $ 0.13 $ (0.06)
================ ================
Limited partners' per unit share
of distributions $ 0.25 $ 0.25
================ ================
Weighted average number of limited
partnership units outstanding 1,848,397 1,848,397
================ ================
See accompanying notes to financial statements
TEXTAINER EQUIPMENT INCOME FUND VI, L.P.
(a California Limited Partnership)
Statements of Partners' Capital
For the three months ended March 31, 2003 and 2002
(Amounts in thousands)
(unaudited)
- ------------------------------------------------------------------------------------------------------------------------
Partners' Capital
--------------------------------------------------------
General Limited Total
------------ ------------ ------------
Balances at January 1, 2002 $ - $ 24,190 $ 24,190
Distributions (51) (462) (513)
Net earnings (loss) 51 (117) (66)
------------ ------------ ------------
Balances at March 31, 2002 $ - $ 23,611 $ 23,611
============ ============ ============
Balances at January 1, 2003 $ - $ 22,228 $ 22,228
Distributions (51) (462) (513)
Net earnings 51 240 291
------------ ------------ ------------
Balances at March 31, 2003 $ - $ 22,006 $ 22,006
============ ============ ============
See accompanying notes to financial statements
TEXTAINER EQUIPMENT INCOME FUND VI, L.P.
(a California Limited Partnership)
Statements of Cash Flows
For the three months ended March 31, 2003 and 2002
(Amounts in thousands)
(unaudited)
- ---------------------------------------------------------------------------------------------------------------
2003 2002
---------------- ----------------
Cash flows from operating activities:
Net earnings (loss) $ 291 $ (66)
Adjustments to reconcile net earnings (loss) to
net cash provided by operating activities:
Depreciation (note 4) 580 523
(Decrease) increase in allowance for doubtful accounts (11) 11
Gain on sale of containers (4) (2)
(Increase) decrease in assets:
Accounts receivable (131) 100
Due from affiliates, net (77) 54
Prepaid expenses 4 2
Increase (decrease) in liabilities:
Accounts payable and accrued liabilities 11 12
Accrued recovery costs 2 (1)
Accrued damage protection plan costs 3 (3)
Deferred damage protection plan revenue - (9)
---------------- ----------------
Net cash provided by operating activities 668 621
---------------- ----------------
Cash flows from investing activities:
Proceeds from sale of containers 24 24
---------------- ----------------
Net cash provided by investing activities 24 24
---------------- ----------------
Cash flows from financing activities:
Distributions to partners (513) (513)
---------------- ----------------
Net cash used in financing activities (513) (513)
---------------- ----------------
Net increase in cash 179 132
Cash at beginning of period 506 466
---------------- ----------------
Cash at end of period $ 685 $ 598
================ ================
See accompanying notes to financial statements
TEXTAINER EQUIPMENT INCOME FUND VI, L.P.
(a California Limited Partnership)
Statements Of Cash Flows--Continued
For the three months ended March 31, 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 by the Partnership as of March 31, 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 three-month periods ended March 31, 2003 and 2002.
Mar. 31 Dec. 31 Mar. 31 Dec. 31
2003 2002 2002 2001
----------- ----------- ----------- ----------
Container purchases included in:
Container purchases payable......................... $234 $ - $ - $ -
Distributions to partners included in:
Due to affiliates................................... 17 17 17 17
Deferred quarterly distributions.................... 23 23 22 22
Proceeds from sale of containers included in:
Due from affiliates................................. 17 8 48 37
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
three-month periods ended March 31, 2003 and 2002.
2003 2002
---- ----
Container purchases recorded.......................................... $234 $ -
Container purchases paid.............................................. - -
Distributions to partners declared.................................... 513 513
Distributions to partners paid........................................ 513 513
Proceeds from sale of containers recorded............................. 33 35
Proceeds from sale of containers received............................. 24 24
The Partnership may enter into direct finance leases, resulting in the transfer
of containers from container rental equipment to accounts receivable. During
both the three-month periods ended March 31, 2003 and 2002 there were no such
transfers.
See accompanying notes to financial statements
TEXTAINER EQUIPMENT INCOME FUND VI, L.P.
(a California Limited Partnership)
Notes To Financial Statements
For the three months ended March 31, 2003 and 2002
(Amounts in thousands except for unit and per unit amounts)
(unaudited)
- --------------------------------------------------------------------------------
Note 1. General
Textainer Equipment Income Fund VI, L.P. (the Partnership), a California
limited partnership with a maximum life of 21 years, was formed in 1995.
The Partnership owns a fleet of intermodal marine cargo containers which
are leased to international shipping lines.
The accompanying interim comparative financial statements have not been
audited by an independent public accountant. However, all adjustments
(which were only normal and recurring adjustments) which are, in the
opinion of management, necessary to fairly present the financial position
of the Partnership as of March 31, 2003 and December 31, 2002, and the
results of its operations, changes in partners' capital and cash flows for
the three-month periods ended March 31, 2003 and 2002, have been made.
The financial information presented herein should be read in conjunction
with the audited financial statements and other accompanying notes included
in the Partnership's annual audited financial statements as of and for the
year ended December 31, 2002, in the Annual Report filed on Form 10-K.
Certain estimates and assumptions were made by the Partnership's management
that affect the reported amounts of assets and liabilities and disclosures
of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenue and expenses during the
reporting period. The Partnership's management evaluates its estimates on
an on-going basis, including those related to the container rental
equipment, accounts receivable and accruals.
These estimates are based on historical experience and on various other
assumptions that are believed to be reasonable under the circumstances, the
results of which form the basis for making judgments regarding the carrying
values of assets and liabilities. Actual results could differ from those
estimates under different assumptions or conditions.
The Partnership's management believes the following critical accounting
policies affect its more significant judgments and estimates used in the
preparation of its financial statements.
The Partnership maintains allowances for doubtful accounts for estimated
losses resulting from the inability of its lessees to make required
payments. These allowances are based on management's current assessment of
the financial condition of the Partnership's lessees and their ability to
make their required payments. If the financial condition of the
Partnership's lessees were to deteriorate, resulting in an impairment of
their ability to make payments, additional allowances may be required.
The Partnership depreciates its container rental equipment based on certain
estimates related to the container's useful life and salvage value. These
estimates are based upon assumptions about future demand for leased
containers and the estimated sales price at the end of the container's
useful life. The Partnership will evaluate the estimated residual values
and remaining estimated useful lives on an on-going basis and will revise
its estimates as needed. As a result, depreciation expense may fluctuate in
future periods based on fluctuations in these estimates.
Additionally, the recoverability of the recorded amounts of containers to
be held for continued use and identified for sale in the ordinary course of
business are evaluated to ensure that containers held for continued use are
not impaired and that containers identified for sale are recorded at
amounts that do not exceed the estimated fair value of the containers.
Containers to be held for continued use are considered impaired and are
written down to estimated fair value when the estimated future undiscounted
cash flows are less than the recorded values. Containers identified for
sale are written down to estimated fair value when the recorded value
exceeds the estimated fair value. In determining the estimated future
undiscounted cash flows and fair value of containers, assumptions are made
regarding future demand and market conditions for leased containers and the
sales prices for used containers. If actual market conditions are less
favorable than those projected or if actual sales prices are lower than
those estimated by the Partnership, additional write-downs may be required
and/or losses may be realized.
In June 2002, the FASB issued SFAS No. 146 "Accounting for Costs Associated
With Exit or Disposal Activities". SFAS No. 146 addresses financial
accounting and reporting for costs associated with exit or disposal
activities and nullifies Emerging Issues Task Force (EITF) Issue No. 94-3
"Liability Recognition for Certain Employee Termination Benefits and Other
Costs to Exit an Activity (including Certain Costs Incurred in a
Restructuring)." This Statement requires that a liability for a cost
associated with an exit or disposal activity be recognized when the
liability is incurred. The Partnership adopted SFAS No. 146 on January 1,
2003 and there was no material impact on the Partnership's financial
condition, operating results or cash flow.
Note 2. Transactions with Affiliates
Textainer 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 associate general partners are collectively
referred to as the General Partners. 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 9.5% to
the General Partners and 90.5% 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 equipment management fee, an incentive management
fee and an equipment liquidation fee. These fees are for various services
provided in connection with the administration and management of the
Partnership. The Partnership incurred $21 of incentive management fees
during both the three-month periods ended March 31, 2003 and 2002. No
equipment liquidation fees were incurred during these periods.
The Partnership's containers are 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 container leasing
operations; such cash is included in the amount due from affiliates, net at
March 31, 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 $99 and $72 for the three-month periods ended March 31, 2003 and
2002, respectively.
Certain indirect general and administrative costs such as salaries,
employee benefits, taxes and insurance are incurred in performing
administrative services necessary to the operation of the Partnership.
These costs are incurred and paid by TCC and TEM. General and
administrative costs allocated to the Partnership during the three-month
periods ended March 31, 2003 and 2002 were as follows:
2003 2002
---- ----
Salaries $37 $36
Other 31 30
-- --
Total general and
administrative costs $68 $66
== ==
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-month periods ended March 31, 2003 and 2002:
2003 2002
---- ----
TEM $59 $56
TCC 9 10
-- --
Total general and
administrative costs $68 $66
== ==
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.
At March 31, 2003 and December 31, 2002, due from affiliates, net is
comprised of:
2003 2002
---- ----
Due from affiliates:
Due from TEM..................... $172 $82
--- --
Due to affiliates:
Due to TCC....................... 11 7
Due to TL........................ 16 16
--- --
27 23
--- --
Due from affiliates, net $145 $59
=== ==
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 March 31, 2003 and 2002:
2003 2002
---- ----
On-lease under master leases 5,805 4,165
On-lease under long-term leases 4,155 2,878
----- -----
Total on-lease containers 9,960 7,043
===== =====
Under master lease agreements, the lessee is not committed to lease a
minimum number of containers from the Partnership during the lease term and
may generally return any portion or all the containers to the Partnership
at any time, subject to certain restrictions in the lease agreement. Under
long-term lease agreements, containers are usually leased from the
Partnership for periods of between three to five years. Such leases are
generally cancelable with a penalty at the end of each twelve-month period.
Under direct finance leases, the containers are usually leased from the
Partnership for the remainder of the container's useful life with a
purchase option at the end of the lease term.
The remaining containers are off-lease and are being stored primarily at a
large number of storage depots. At March 31, 2003 and 2002, the
Partnership's off-lease containers were located in the following locations:
2003 2002
---- ----
Americas 843 1,037
Europe 496 900
Asia 458 2,521
Others 68 112
----- -----
Total off-lease containers 1,865 4,570
===== =====
Note 4. Container Rental Equipment
Effective July 1, 2002, the Partnership revised its estimate for container
salvage value from a percentage of equipment cost to an estimated dollar
residual value. The effect of this change for the three-month period ended
March 31, 2003 was an increase to depreciation expense of $54. 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 the beginning of 2003. As a result, the cost of new
containers purchased in recent years is significantly less than the average
cost of containers purchased in prior years. The Partnership evaluated the
recoverability of the recorded amount of container rental equipment 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 three-month periods
ended March 31, 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. Commitments
At March 31, 2003, the Partnership has committed to purchase 25 new
containers at an approximate total purchase price of $61, which includes
acquisition fees of $3. This commitment was made to TEM, which as the
contracting party, has in turn committed to purchase these containers on
behalf of the Partnership.
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-month periods ended March
31, 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 10, 1996 until April 30, 1997, the Partnership offered limited
partnership interests to the public. The Partnership received its minimum
subscription amount of $1,100 on June 17, 1996, and raised a total of $36,968
from the offering.
The Partnership invests working capital, cash flow from operations 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 three-month period
ended March 31, 2003, the Partnership declared cash distributions to limited
partners pertaining to the period from December 2002 through February 2003 in
the amount of $462. On a cash basis, as reflected on the Statements of Cash
Flows, after paying 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, $240 of these distributions were from
current year earnings and the remaining $222 was a return of capital.
From time to time, the Partnership may redeem 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. Since inception, the Partnership has not redeemed
any units.
Net cash provided by operating activities for the three-month periods ended
March 31, 2003 and 2002, was $668 and $621, respectively. The increase of $47,
or 8%, is primarily attributable to fluctuations in net earnings (loss),
adjusted for non-cash transactions, offset by the fluctuations in gross accounts
receivable and due from affiliates, net. Net earnings (loss), adjusted for
non-cash transactions, fluctuated from a loss to earnings primarily due to the
increase in rental income, which is discussed more fully in "Results of
Operations." The increase in gross accounts receivable of $131 during the
three-month period ended March 31, 2003 was primarily due to the increase in
rental income. The decrease in gross accounts receivable of $100 during the
three-month period ended March 31, 2002, was primarily due to the decrease in
rental income. 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 March 31, 2003, the Partnership has committed to purchase 25 new containers
at an approximate total purchase price of $61, which includes acquisition fees
of $3. At March 31, 2003, the Partnership had sufficient cash on hand to meet
these commitments. In the event the Partnership decides not to purchase the
containers, one of the General Partners or an affiliate of the General Partners
will acquire the containers for its own account.
For both the three-month periods ended March 31, 2003 and 2002, net cash
provided by investing activities (the purchase and sale of containers) was $24.
No cash was used for container purchases for both the three-month periods ended
March 31, 2003 and 2002. Although the Partnership purchased containers during
the three-month period ended March 31, 2003, it had not yet paid for these
containers as of March 31, 2003. During the three-month period ended March 31,
2002 the Partnership did not purchase or pay for any containers. Proceeds from
container sales were comparable as the increase in the number of containers sold
was offset by the decrease in the average sales price. Sales proceeds continued
to decline as a result of current market conditions, which have adversely
affected the value of used containers. Until market conditions improve in
certain low demand locations, the Partnership plans to continue selling some of
its containers that are off-lease in these locations rather than incurring the
expense of repositioning them. The 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. 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. 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 in recent years. 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 (loss) 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
three-month periods ended March 31, 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............... 11,713 11,633
Ending container fleet.................. 11,825 11,613
Average container fleet................. 11,769 11,623
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 towards a smaller average container fleet. Other factors related to the
Partnership's ability to reinvest funds in new containers 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 83% and 59% during the three-month
periods ended March 31, 2003 and 2002, respectively. The remaining container
fleet is off-lease and is being stored primarily at a large number of storage
depots. At March 31, 2003 and 2002, utilization was 84% and 61%, respectively,
and the Partnership's off-lease containers (in units) were located in the
following locations:
2003 2002
---- ----
Americas 843 1,037
Europe 496 900
Asia 458 2,521
Others 68 112
----- -----
Total off-lease containers 1,865 4,570
===== =====
In addition to utilization, rental income is affected by daily rental rates. The
average daily rental rate decreased 13% between the periods. The decrease in the
average rental rate was due to declines in both master and long term lease
rates, which are the two principal types of leases for the Partnership's
containers. The majority of the Partnership's rental income was generated from
leasing of the Partnership's containers under master operating leases, but in
the past several years an increasing percentage of the Partnership's containers
have been on lease under long term leases. At March 31, 2003 and 2002, 42% and
41%, 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
three-month periods ended March 31, 2003 and 2002.
The Partnership's income (loss) from operations for the three-month periods
ended March 31, 2003 and 2002 was $289 and ($68), respectively, on rental income
of $1,409 and $1,029, respectively. The increase in rental income of $380, or
37%, from the three-month period ended March 31, 2002 to the same period in 2003
was attributable to the increases in container rental income and other rental
income, which is discussed below. Income from container rentals, the major
component of total revenue, increased $264, or 30%, primarily due to the
increase in the average on-hire utilization of 41%, offset by the decrease in
average rental rates of 11%.
Beginning in March 2002, utilization began to improve and improved steadily
through the end of 2002 due to:
o An increase in export cargo out of Asia
o Prior repositioning of containers to Asia which placed large quantities of
containers in areas of high demand
o Disposal of older containers and fewer purchases of new containers by both
container lessors and shipping lines in 2001 and 2002, resulting in an
overall better-balanced supply of containers
o The labor disagreement that affected U.S. West Coast ports in the third and
part of the fourth quarter had short-term positive effects on demand for
containers as shipping lines were not able to reposition enough containers
to Asia and had to lease more containers to meet their customers' demands
Utilization declined slightly in the first quarter of 2003, which is
traditionally a slow period for container demand. Rental rates also declined
slightly primarily due to low new container prices, low interest rates and low
rates offered by competitors. The General Partners are cautiously optimistic
that current utilization levels can be maintained or improved during the next
several months. 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.
Despite the improvement in utilization since early in 2002, the Partnership
continues to sell (rather than reposition) some older containers located in low
demand locations, but primarily only those containers that were damaged. For the
number of off-lease containers located in the lower demand locations in the
Americas and Europe, see chart above. 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.
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 three-month period ended March 31, 2003,
other rental income was $265, an increase of $116 from the equivalent period in
2002. The increase was primarily due to an increase in location income of $109.
Location income increased primarily due to the increase in charges to one lessee
who required containers to be delivered to specific locations.
Direct container expenses decreased $16, or 4%, from the three-month period
ended March 31, 2002 to the same period in 2003. The decrease was primarily due
to the decrease in storage expense of $152, offset by the increase in
repositioning expense of $141. Storage expense decreased due to the increase in
utilization noted above and the decrease in the average storage cost per
container. Repositioning expense increased due to an increase in the average
repositioning costs due to (i) expensive repositioning moves related to one
lessee who required containers to be delivered to certain locations as discussed
above and (ii) longer, more expensive average repositioning moves. This increase
was partially offset by the decline in the number of containers repositioned
between the periods.
Bad debt (benefit) expense was ($8) and $12 for the three-month periods ended
March 31, 2003 and 2002, respectively. Fluctuations in bad debt expense/benefit
reflect the required adjustment to the bad debt 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 benefit recorded during the three-month period ended
March 31, 2003 reflects a lower reserve requirement from December 31, 2002. The
expense recorded during the three-month period ended March 31, 2002 reflects a
higher reserve requirement from December 31, 2001.
Depreciation expense increased $57, or 11%, from the three-month period ended
March 31, 2002 to the comparable period in 2003, primarily due to an increase in
the depreciation rate as a result of changes in estimated salvage values as
discussed below.
Effective July 1, 2002, the Partnership revised its estimate for container
salvage value from a percentage of equipment cost to an estimated dollar
residual value. The effect of this change for the three-month period ended March
31, 2003 was an increase to depreciation expense of $54. 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.
Current market conditions continue to cause a decline in the economic value of
used containers. The average sales price for containers sold by the Partnership
as well as other Partnerships managed by the General Partners has decreased.
Additionally, 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 losses or
write-downs recorded by the Partnership primarily due to the younger age of the
Partnership's container fleet. 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 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.
New container prices steadily declined from 1995 through 1999 and have remained
low through the beginning of 2003. As a result, the cost of new containers
purchased in recent years is significantly less than the average cost of
containers purchased in prior years. The Partnership evaluated the
recoverability of the recorded amount of container rental equipment 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 three-month periods ended March 31, 2003 and 2002.
Management fees to affiliates increased $27, or 29%, from the three-month period
ended March 31, 2002 to the comparable period in 2003. The increase was due to
an increase in equipment management fees, which 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 these periods. Incentive
management fees, which are based on the Partnership's limited and general
partner distributions made from cash from operations and partners' capital were
$21 for both the three-month periods ended March 31, 2003 and 2002.
General and administrative costs to affiliates were comparable at $68 and $66
during the three-month periods ended March 31, 2003 and 2002, respectively.
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 $15 from the three-month period
ended March 31, 2002 to the same period in 2003. The decrease was primarily due
to decreases in other service fees between the periods.
Gain on sale of containers was comparable at $4 and $2 during the three-month
periods ended March 31, 2003 and 2002, respectively.
Net earnings/(loss) per limited partnership unit fluctuated from a loss of $0.06
to earnings of $0.13 from the three-month period ended March 31, 2002 to the
same period in 2003, respectively, reflecting the fluctuation in net
earnings/(loss) allocated to limited partners from a loss of $117 to earnings of
$240, respectively. The allocation of net earnings (loss) for the three-month
periods ended March 31, 2003 and 2002 included special allocations of gross
income to the General Partners of $23 and $57, respectively, 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 therefor,
alterations in the costs of maintaining and repairing used containers, increases
in competition, changes in the Partnership's ability to maintain insurance for
its containers and its operations, the effects of political conditions on
worldwide shipping and demand for global trade or of other general business and
economic cycles on the Partnership, as well as other risks detailed herein and
from time to time in the Partnership's filings with the Securities and Exchange
Commission. The Partnership does not undertake any obligation to update
forward-looking statements.
Item 3. Quantitative and Qualitative Disclosures about Market Risk.
Inapplicable.
Item 4. Controls and Procedures
Based on an evaluation of the Partnership's disclosure controls and procedures
(as defined in Rules 13a-14 and 15d-14 of the Securities Exchange Act of 1934)
conducted within ninety days of the filing date of this report, the managing
general partner's principal executive officer and principal financial officer
have found those controls and procedures to be effective. There have been no
significant changes in the Partnership's internal controls or in other factors
that could significantly affect these controls subsequent to the date of their
evaluation including any corrective actions with regard to significant
deficiencies and material weaknesses.
Part II
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits 99.1 and 99.2 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 VI, L.P.
A California Limited Partnership
By Textainer Capital Corporation
The Managing General Partner
By _______________________________
Ernest J. Furtado
Chief Financial Officer
Date: May 13, 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 May 13, 2003
Ernest J. Furtado Vice President and Secretary
________________________ President May 13, 2003
John A. Maccarone
Part II
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits 99.1 and 99.2 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 VI, 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: May 13, 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 May 13,2003
Ernest J. Furtado Vice President and Secretary
/s/John A. Maccarone
________________________________ President May 13, 2003
John A. Maccarone
CERTIFICATIONS
I, John A. Maccarone, certify that:
1. I have reviewed this quarterly report on form 10-Q of Textainer Equipment
Income Fund VI, L.P.;
2. Based on my knowledge, this quarterly 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 quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly 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
quarterly 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-14 and 15d-14) for the registrant and we have:
a.) designed such disclosure controls and procedures 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 quarterly
report is being prepared;
b.) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of
this quarterly report ( the "Evaluation Date"); and
c.) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, 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 in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
b.) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies and material
weaknesses.
May 13, 2003
/s/ John A. Maccarone
______________________________________________
John A. Maccarone
President and Director of TCC
CERTIFICATIONS
I, Ernest J. Furtado, certify that:
1. I have reviewed this quarterly report on form 10-Q of Textainer Equipment
Income Fund VI, L.P.;
2. Based on my knowledge, this quarterly 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 quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly 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
quarterly 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-14 and 15d-14) for the registrant and we have:
a.) designed such disclosure controls and procedures 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 quarterly
report is being prepared;
b.) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of
this quarterly report ( the "Evaluation Date"); and
c.) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, 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 in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
b.) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies and material
weaknesses.
May 13, 2003
/s/ Ernest J. Furtado
_________________________________________________
Ernest J. Furtado
Chief Financial Officer, Senior Vice President,
Secretary and Director of TCC
EXHIBIT 99.1
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 VI,
L.P., (the "Registrant") on Form 10-Q for the quarterly period ended March 31,
2003, as filed on May 13, 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 and results of operations of the
Registrant.
May 13, 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 99.2
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 VI,
L.P. (the "Registrant") on Form 10-Q for the quarterly period ended March 31,
2003, as filed on May 13, 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 and results of operations of the
Registrant.
May 13, 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.