TEXTAINER CAPITAL CORPORATION
650 California Street, 16th Floor
San Francisco, CA 94108
May 13, 1999
Securities and Exchange Commission
Washington, DC 20549
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 "Company") the Company's Quarterly Report on Form 10-Q for the First
Quarter ended March 31, 1999.
This filing is being effected by direct transmission to the Commission's EDGAR
System.
Sincerely,
Nadine Forsman
Controller
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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, 1999
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 [ ]
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TEXTAINER EQUIPMENT INCOME FUND V, L.P.
(a California Limited Partnership)
Quarterly Report on Form 10-Q for the
Quarter Ended March 31, 1999
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Table of Contents
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Page
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Item 1. Financial Statements
Balance Sheets - March 31, 1999 (unaudited) and
December 31, 1998........................................................................... 3
Statements of Earnings for the three months
ended March 31, 1999 and 1998 (unaudited)................................................... 4
Statements of Partners' Capital for the three months
ended March 31, 1999 and 1998 (unaudited)................................................... 5
Statements of Cash Flows for the three months
ended March 31, 1999 and 1998 (unaudited)................................................... 6
Notes to Financial Statements (unaudited)................................................... 8
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations................................................................... 12
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TEXTAINER EQUIPMENT INCOME FUND V, L.P.
(a California Limited Partnership)
Balance Sheets
March 31, 1999 and December 31, 1998
(Amounts in thousands)
- ------------------------------------------------------------------------------------------------------------
1999 1998
--------------- -------------
(unaudited)
<S> <C> <C>
Assets
Container rental equipment, net of accumulated
depreciation of $19,552 (1998: $18,459) $ 59,675 $ 61,107
Cash 1,306 1,009
Accounts receivable, net of allowance
for doubtful accounts of $441 (1998: $353) 2,538 2,675
Due from affiliates, net (note 5) 195 545
Organization costs, net of accumulated
amortization of $- (1998: $227) - 35
Prepaid expenses 34 19
--------------- -------------
$ 63,748 $ 65,390
=============== =============
Liabilities and Partners' Capital
Liabilities:
Accounts payable $ 493 $ 399
Accrued liabilities 95 109
Accrued recovery costs (note 2) 143 132
Accrued damage protection plan costs (note 3) 426 397
Deferred quarterly distribution 94 94
--------------- -------------
Total liabilities 1,251 1,131
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Partners' capital:
General partners 44 44
Limited partners 62,453 64,215
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Total partners' capital 62,497 64,259
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$ 63,748 $ 65,390
=============== =============
See accompanying notes to financial statements
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<CAPTION>
TEXTAINER EQUIPMENT INCOME FUND V, L.P.
(a California Limited Partnership)
Statements of Earnings
For three months ended March 31, 1999 and 1998
(Amounts in thousands except for unit and per unit amounts)
(unaudited)
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1999 1998
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Rental income $ 2,921 $ 3,595
-------------- --------------
Costs and expenses:
Direct container expenses 1,025 726
Bad debt expense 94 110
Depreciation and amortization 1,190 1,211
Professional fees 9 8
Management fees to affiliates (note 5) 276 343
General and administrative costs to affiliates (note 5) 202 231
Other general and administrative costs 39 37
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2,835 2,666
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Income from operations 86 929
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Other (expense) income:
Interest income, net 16 3
(Loss) gain on sale of containers (64) 14
-------------- --------------
(48) 17
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Net earnings $ 38 $ 946
============== ==============
Allocation of net earnings (note 5):
General partners $ 18 $ 21
Limited partners 20 925
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$ 38 $ 946
============== ==============
Limited partners' per unit share of net earnings $ 0.00 $ 0.21
============== ==============
Limited partners' per unit share of distributions $ 0.40 $ 0.45
============== ==============
Weighted average number of limited
partnership units outstanding 4,454,893 4,454,893
============== ==============
See accompanying notes to financial statements
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<CAPTION>
TEXTAINER EQUIPMENT INCOME FUND V, L.P.
(a California Limited Partnership)
Statements of Partners' Capital
For the three months ended March 31, 1999 and 1998
(Amounts in thousands)
(unaudited)
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Partners' Capital
---------------------------------------------------------
General Limited Total
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Balances at January 1, 1998 $ 48 $ 68,242 $ 68,290
Distributions (21) (2,005) (2,026)
Net earnings 21 925 946
------------ -------------- --------------
Balances at March 31, 1998 $ 48 $ 67,162 $ 67,210
============ ============== ==============
Balances at January 1, 1999 $ 44 $ 64,215 $ 64,259
Distributions (18) (1,782) (1,800)
Net earnings 18 20 38
------------ -------------- --------------
Balances at March 31, 1999 $ 44 $ 62,453 $ 62,497
============ ============== ==============
See accompanying notes to financial statements
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<CAPTION>
TEXTAINER EQUIPMENT INCOME FUND V, L.P.
(a California Limited Partnership)
Statements of Cash Flows
For the three months ended March 31, 1999 and 1998
(Amounts in thousands)
(unaudited)
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1999 1998
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Cash flows from operating activities:
Net earnings $ 38 $ 946
Adjustments to reconcile net earnings to
net cash provided by operating activities:
Depreciation 1,190 1,198
Increase in allowance for doubtful accounts 88 91
Amortization of organization costs - 13
Loss (gain) on sale of containers 64 (14)
(Increase) decrease in assets:
Accounts receivable 49 527
Due from affiliates, net 337 (227)
Prepaid expenses 20 (4)
Increase (decrease) in liabilities:
Accounts payable and accrued liabilities 80 123
Accrued recovery costs 11 (50)
Accrued damage protection plan costs 29 22
---------------- ----------------
Net cash provided by operating activities 1,906 2,625
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Cash flows from investing activities:
Proceeds from sale of containers 200 60
Container purchases (9) (12)
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Net cash provided by investing activities 191 48
---------------- ----------------
Cash flows from financing activities:
Repayment of borrowings from affiliates - (318)
Distributions to partners (1,800) (2,004)
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Net cash used in financing activities (1,800) (2,322)
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Net increase in cash 297 351
Cash at beginning of period 1,009 108
---------------- ----------------
Cash at end of period $ 1,306 $ 459
================ ================
Interest paid during the period $ - $ 10
================ ================
See accompanying notes to financial statements
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<CAPTION>
TEXTAINER EQUIPMENT INCOME FUND V, L.P.
(a California Limited Partnership)
Statements Of Cash Flows--Continued
For the three months ended March 31, 1999 and 1998
(Amounts in thousands)
(unaudited)
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Supplemental Disclosures:
Supplemental schedule of non-cash investing and financing activities:
The following table summarizes the amounts of container purchases, distributions
to partners, and proceeds from sale of containers which had not been paid or
received as of March 31, 1999 and 1998, and December 31, 1998 and 1997,
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, 1999 and 1998.
<S> <C> <C> <C> <C>
Mar. 31 Dec. 31 Mar. 31 Dec. 31
1999 1998 1998 1997
----------- ----------- ------------- ----------
Container purchases included in:
Due to affiliates.............................. $ - $ - $ 28 $ 40
Distributions to partners included in:
Due to affiliates.............................. 6 6 42 20
Deferred quarterly distributions............... 94 94 114 114
Proceeds from sale of containers included in:
Due from affiliates............................ 154 167 70 51
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, 1999 and 1998.
1999 1998
---- ----
Container purchases recorded...................................................... $ 9 $ -
Container purchases paid.......................................................... 9 12
Distributions to partners declared................................................ 1,800 2,026
Distributions to partners paid.................................................... 1,800 2,004
Proceeds from sale of containers recorded......................................... 187 79
Proceeds from sale of containers received......................................... 200 60
See accompanying notes to financial statements
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TEXTAINER EQUIPMENT INCOME FUND V, L.P.
(a California Limited Partnership)
Notes To Financial Statements
For the three months ended March 31, 1999 and 1998
(Amounts in thousands except for unit and per unit amounts)
(unaudited)
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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 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, 1999 and December 31, 1998, and the
results of its operations, changes in partners' capital, and cash flows
for the three-month periods ended March 31, 1999 and 1998, 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 December
31, 1998, 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. Actual results could differ from those
estimates.
Certain reclassifications, not affecting net earnings, have been made to
prior year amounts in order to conform with the 1999 financial statement
presentation.
Note 2. Recovery Costs
The Partnership accrues an estimate for recovery costs that it expects to
incur, as a result of defaults under its leases, which are in excess of
estimated insurance proceeds. At March 31, 1999 and December 31, 1998, the
amounts accrued were $143 and $132, respectively.
Note 3. Damage Protection Plan
The Partnership offers a Damage Protection Plan (DPP) to lessees of its
containers. Under the terms of DPP, the Partnership earns additional
revenues on a daily basis and, as a result, has agreed to bear certain
repair costs. It is the Partnership's policy to recognize revenue when
earned and to provide a reserve sufficient to cover the Partnership's
obligation for estimated future repair costs. DPP expenses are included in
direct container expenses in the Statements of Earnings, and the related
reserves at March 31, 1999 and December 31, 1998, were $426 and $397,
respectively.
Note 4. Acquisition of Containers
During the three-month period ended March 31, 1999, the Partnership
purchased containers with a cost of $9. The Partnership did not purchase
containers during the three-month period ended March 31, 1998.
Note 5. Transactions with Affiliates
Textainer Capital Corporation (TCC) is the managing general partner, and
Textainer Equipment Management Limited (TEM) and Textainer Limited (TL)
are the associate general partners of the Partnership. The managing
general partner and the associate general partners are collectively
referred to as the General Partners and are commonly owned by Textainer
Group Holdings Limited (TGH). The General Partners also act in this
capacity for other limited partnerships. Prior to its liquidation in
October 1998, Textainer Acquisition Services Limited (TAS) a former
affiliate of the General Partners, performed services related to the
acquisition of containers outside the United States on behalf of the
Partnership. Effective November 1998, these services are being performed
by TEM. The General Partners manage and control the affairs of the
Partnership.
In accordance with the Partnership Agreement, 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.
As part of the operation of the Partnership, the Partnership is to pay to
the General Partners, or TAS prior to its liquidation, 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. No
acquisition or equipment liquidation fees were incurred during the
three-month periods ended March 31, 1999 and 1998. The Partnership
incurred $72 and $84 of incentive management fees during the three-month
periods ended March 31, 1999 and 1998, respectively.
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
March 31, 1999 and December 31, 1998.
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. For the
three-month periods ended March 31, 1999 and 1998, these fees totaled $204
and $259, respectively. The Partnership's container fleet is leased by TEM
to third-party lessees on operating master leases, spot leases and term
leases. The majority of the container fleet is leased under operating
master leases with limited terms and no purchase option.
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 for the three-month
periods ended March 31, 1999 and 1998 were as follows:
1999 1998
---- ----
Salaries $107 $111
Other 95 120
---- ---
Total general and
administrative costs $202 $231
=== ===
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 containers to the total
container fleet of all limited partnerships managed by TCC. The General
Partners allocated the following general and administrative costs to the
Partnership for the three-month periods ended March 31, 1999 and 1998:
1999 1998
---- ----
TEM $181 $210
TCC 21 21
---- ----
Total general and
administrative costs $202 $231
=== ===
The General Partners or TAS, through October 1998, 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.
In addition, the General Partners and TAS, prior to its liquidation, are
entitled to an acquisition fee for any containers resold to the
Partnership.
At March 31, 1999 and December 31, 1998, due from affiliates, net is
comprised of:
1999 1998
---- ----
Due from affiliates:
Due from TEM...................... $ 214 $ 558
---- ----
Due to affiliates:
Due to TCC........................ 14 8
Due to TL......................... 5 5
---- ----
19 13
---- ----
Due from affiliates, net $ 195 $ 545
==== ====
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
and fees described above and in the accrual and remittance of net rental
revenues and sales proceeds from TEM.
It is the policy of the Partnership and the General Partners to charge
interest on amounts due to the General Partners which are outstanding for
more than one month, to the extent such balances relate to loans for
container purchases. Interest is charged at a rate not greater than the
General Partners' or affiliates' own cost of funds. The Partnership
incurred $7 of interest expense on amounts due to the General Partners in
the three-month period ended March 31, 1998. There was no interest expense
incurred on amounts due to the General Partners in the three-month period
ended March 31, 1999.
Note 6. Rentals Under Long-Term Operating Leases
The following are the future minimum rent receivables under cancelable
long-term operating leases at March 31, 1999. Although the leases are
generally cancelable at the end of each twelve-month period with a
penalty, the following schedule assumes that the leases will not be
terminated.
Year ended March 31:
2000............................................. $592
2001............................................. 27
2002............................................. 9
2003............................................. 9
2004............................................. 5
----
Total minimum future rentals receivable.......... $642
====
Note 7. Redemptions
No redemption offerings were consummated during the three-month periods
ended March 31, 1999 or 1998. The total number of units redeemed since
inception of the redemption program is 8,451, at a total cost of $152,
representing an average redemption price of $17.97 per unit. The
redemption price is fixed by formula.
Note 8. Container Rental Equipment
New container prices have been declining since 1995, and the cost of
purchasing new containers at year-end 1998 and the first quarter of 1999
was significantly less than the cost of containers purchased in the last
several years. The Partnership has evaluated the recoverability of the
recorded amount of container rental equipment and determined that a
reduction to the carrying value of the containers was not required during
the three-month period ended March 31, 1999.
Note 9. Readiness for Year 2000
Many computer systems may experience difficulty processing dates beyond
the year 1999; as a consequence, some computer hardware and software at
many companies will need to be modified or replaced prior to the year 2000
in order to remain functional. The Partnership relies on the financial and
operating systems provided by the General Partners; these systems include
both information technology systems as well as non-information technology
systems. There can be no assurance that issues related to the Year 2000
will not have a material impact on the financial condition, results of
operations or cash flows of the Partnership.
<PAGE>
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, 1999 and 1998. Please refer to the Financial Statements and Notes thereto in
connection with the following discussion.
Liquidity and Capital Resources
From May 1, 1994 until April 29, 1996, the Partnership offered limited
partnership interests to the public. The Partnership received its minimum
subscription amount of $5,000 on August 23, 1994, and on April 29, 1996, the
Partnership's offering of limited partnership interests was closed at $89,305.
From time to time, the Partnership redeems units from limited partners for a
specified redemption value, which is set by formula. Up to 2% of the
Partnership's outstanding units may be redeemed each year, although the 2% limit
may be exceeded at the managing general partner's discretion. All redemptions
are subject to the managing general partner's good faith determination that
payment for the redeemed units will not (i) cause the Partnership to be taxed as
a corporation, (ii) impair the capital or operations of the Partnership, or
(iii) impair the ability of the Partnership to pay distributions in accordance
with its distribution policy. During the three-month period ended March 31,
1999, the Partnership did not redeem any units.
The Partnership invests working capital and cash flow from operations prior to
its distribution to the partners in short-term, liquid investments. The
Partnership's cash is affected by cash provided by or used in operating,
investing and financing activities. These activities are discussed in detail
below.
During the three-month period ended March 31, 1999, the Partnership declared
cash distributions to limited partners pertaining to the period from December
1998 through February 1999, in the amount of $1,782. These distributions
represent an annualized return of 8% on each unit. On a cash basis, all of these
distributions were from operations. On a GAAP basis, $1,762 of these
distributions was a return of capital and the balance was from net earnings.
Beginning with cash distributions to limited partners for the month of March
1999, payable April 1999, the Partnership will make distributions at an
annualized rate of 7% on each unit. This decision to reduce the Partnership
distribution rate is the result of current market conditions, which are
discussed in detail below.
At March 31, 1999, the Partnership had no commitments to purchase containers.
Net cash provided by operating activities for the three-month periods ending
March 31, 1999 and 1998, was $1,906 and $2,625, respectively. The decrease of
$719, or 27%, was primarily attributable to the decrease in net earnings
adjusted for non-cash transactions and the fluctuation in accounts receivable
offset by the fluctuation in due from affiliates, net. Net earnings adjusted for
non-cash transactions decreased primarily due to the decrease in rental income
and increase in direct container expenses, which are discussed more fully in
"Results of Operations". The decrease in accounts receivable of $49 for the
three-month period ended March 31, 1999 was primarily due to the decline in
rental income, offset by an increase in the average collection period. For the
three-month period ended March 31, 1998, accounts receivable decreased $527
primarily due to a decrease in the average collection period. The fluctuation in
due from affiliates, net resulted from timing differences in the payment of
expenses and fees and the remittance of net rental revenues. Additionally, the
Partnership believes that cash flow from operating activities may continue to be
adversely affected by increased repositioning costs during 1999. The reasons for
these higher costs are discussed under "Results of Operations".
For the three-month period ending March 31, 1999, net cash provided by investing
activities (the purchase and sale of containers) was $191, compared to $48 for
the equivalent period in 1998. The increase of $143 was primarily due to the
Partnership having sold more containers in 1999, partially offset by a lower
average container sales price for the three-month period ended March 31, 1999
compared to the equivalent period in 1998. The increase in container sales in
1999 is due to the Partnership having sold damaged containers located in low
demand locations as discussed below in "Results of Operations".
Consistent with its investment objectives, the Partnership intends to continue
to reinvest available cash from operations as well as all or a significant
amount of the proceeds from container sales in additional containers. However,
the number of additional containers purchased may not equal the number of
containers sold as new container prices are likely to be greater than proceeds
from container sales. Current market conditions are expected to continue to have
an adverse effect on the amount of cash provided by operations that is available
for additional container purchases, which has resulted in lower than anticipated
reinvestment in containers. Additionally, market conditions have also had an
adverse effect on the average amount of sales proceeds recently realized from
container sales. Market conditions are discussed more fully under "Results of
Operations".
Results of Operations
The Partnership's income from operations, which consists primarily of rental
income, 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, 1999 and 1998, 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:
1999 1998
---- ----
Beginning container fleet............... 24,165 24,288
Ending container fleet.................. 24,053 24,261
Average container fleet................. 24,109 24,275
As noted above, when containers are sold in the future, sales proceeds are not
likely to be sufficient to replace all of the containers sold. This trend, which
is expected to continue, has contributed to a slower rate of reinvestment than
had been expected by the General Partners. Other factors related to this trend
are discussed above in "Liquidity and Capital Resources".
Rental income and direct container expenses are also affected by the utilization
of the container fleet, which was 74% and 85% during the three-month periods
ended March 31, 1999 and 1998, respectively. This decline in utilization, caused
by lower demand, had a significant adverse effect on rental income as discussed
below. In addition, rental income is affected by daily rental rates and leasing
incentives.
The following is a comparative analysis of the results of operations for the
three-month periods ended March 31, 1999 and 1998.
The Partnership's income from operations for the three-month periods ending
March 31, 1999 and 1998 was $86 and $929, respectively, on rental income of
$2,921 and $3,595, respectively. The decrease in rental income of $674, or 19%,
from the three-month period ended March 31, 1998 to the comparable period in
1999 was primarily attributable to decreases in container rental income and
other rental income, which is discussed below. Income from container rentals,
the major component of total revenue, decreased $573, primarily due to decreases
in the average on-hire utilization of 13% and average rental rates of 6%, offset
by a decrease in leasing incentives of 20%. The declines in utilization and
rental rates had a significant adverse effect on rental income.
The decline in rental rates from the three-month period ended March 31, 1998 to
the equivalent period in 1999 was primarily due to historically low new
container prices and lower demand for leased containers. The lower demand was
also principally responsible for the decline in utilization from the three-month
period ended March 31, 1998 to the equivalent period in 1999. Demand decreased
primarily due to the growth of the trade imbalance with Asia as the weakening of
many Asian currencies in 1998 resulted in significant increases in exports from
Asia to North America and Europe and corresponding decreases in imports into
Asia from North America and Europe. This trade imbalance has created a strong
demand for containers in Asia and a weak demand for containers in North America
and Europe. While this imbalance resulted in the decline in leasing incentives,
it has also contributed to the further declines in average utilization and
rental rates for the Partnership during 1998 and 1999. This imbalance has also
resulted in an unusually high build-up of containers in lower demand locations
during 1998 and the first part of 1999.
In an effort to improve utilization and to alleviate the container build-up, the
General Partners have repositioned newer containers to higher demand locations.
The General Partners plan to continue this repositioning effort despite the
continuing decline in utilization in 1999, as they believe that the decline in
the Partnership's utilization during the first quarter of 1999 would have been
even greater had containers not been repositioned. The Partnership incurred
increased direct container expenses in 1998 and the first quarter of 1999 as a
result of repositioning containers from these lower demand locations and
anticipates continuing to incur additional direct container costs as it sustains
its repositioning efforts.
The Partnership has also sold and plans to continue to sell certain damaged
containers, located in lower demand locations, which resulted in the Partnership
incurring losses during 1999. The decision to sell these containers was based on
the current expectation that the economic benefit of selling these containers
and using the related sales proceeds to purchase new containers in high demand
locations was greater than the economic benefit of continuing to own these
containers. Until market conditions improve, the Partnership may incur
additional losses on the sale of these containers. Should the sale of these
containers turn out to be a permanent situation, the Partnership may be required
to increase its depreciation rate for container rental equipment.
For the near term, the General Partners do not foresee material changes in
existing market conditions and caution that both utilization and lease rates
could further decline, adversely affecting the Partnership's operating results.
Substantially all of the Partnership's rental income was generated from the
leasing of the Partnership's containers under short-term operating leases.
The balance of 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 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, 1999,
the total of these other rental income items was $325, a decrease of $101 from
the equivalent period in 1998. Other income decreased primarily due to decreases
in location and handling income of $60 and $45, respectively. Location income
decreased primarily due to a decrease in charges to lessees for dropping off
containers in certain locations and due to an increase in credits given to
lessees for picking up containers from certain locations. Handling income
decreased primarily due to a decrease in container movement during the
three-month period ended March 31, 1999 compared to the equivalent period in
1998.
Direct container expenses increased $299, or 41%, from the three-month period
ending March 31, 1998 to the equivalent period in 1999. The increase was
primarily due to increases in repositioning and storage expenses of $195 and
$167, respectively. Repositioning expense increased due to an increase in the
number of containers being repositioned and an increase in the average
repositioning cost per container, due to the containers being transported over
greater distances. Storage expense increased due to the decrease in average
utilization noted above and due to an increase in the average storage cost per
container during the three-month period ended March 31, 1999 compared to the
equivalent period in 1998.
Bad debt expense decreased $16, or 15%, from the three-month period ended March
31, 1998 to the comparable period in 1999 due to the resolution of payment
issues with one lessee.
Depreciation expense was comparable between the three-month periods ended March
31, 1999 and 1998 at $1,203 and $1,211, respectively.
Management fees to affiliates decreased $67, or 20%, from the three-month period
ended March 31, 1998 to the equivalent period in 1999, due to decreases in
equipment management fees and incentive management fees. Equipment management
fees, which are based on gross revenue, decreased due to the decrease in rental
income and were approximately 7% of gross revenue for both periods. Incentive
management fees, which are based on the Partnership's limited and general
partner distributions and partners' capital, decreased due to the decrease in
the limited partner distribution percentage from 9% to 8% in July 1998.
General and administrative costs to affiliates decreased $29, or 13%, from the
three-month period ended March 31, 1998 to the comparable period in 1999 due to
a decrease in the allocation of overhead costs from TEM.
Other expense increased from income of $17 for the three-month period ended
March 31, 1998 to an expense of $48 for the comparable period in 1999. The
increase was primarily due to the fluctuation of gain/loss on sale of containers
from a gain of $14 in the three-month period ending March 31, 1998 to a loss of
$64 in the comparable period in 1999. The loss on sale of containers recorded in
1999 was primarily due to the Partnership selling damaged containers a lower
average sales price. The decision to sell these containers was based on the
current expectation that the economic benefit of selling these containers and
using the related sales proceeds to purchase new containers in high demand
locations was greater than the economic benefit of continuing to own these
containers. If other containers are identified for sale, the Partnership may
incur losses on such sales.
Net earnings per limited partnership unit decreased from $0.21 to $0.00 from the
three-month period ending March 31, 1998 to the equivalent period in 1999,
respectively, reflecting the decrease in net earnings allocated to limited
partners from $925 to $20, for the same periods.
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. The General Partners are not
aware of any conditions as of March 31, 1999, which would result in such a risk
materializing.
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, 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.
Readiness for Year 2000
Many computer systems may experience difficulty processing dates beyond the year
1999; as a consequence, some computer hardware and software at many companies
will need to be modified or replaced prior to the year 2000 in order to remain
functional. The Partnership relies on the financial and operating systems
provided by the General Partners; these systems include both information
technology (IT) systems as well as non-information technology (non-IT) systems.
For IT and non-IT systems developed by independent third parties
(externally-developed) the General Partners have obtained representations from
their vendors and suppliers that these systems are Year 2000 compliant and have
internally tested mission critical systems as operational. The General Partners
have reviewed all internally-developed IT and non-IT systems for Year 2000
issues and identified certain of these systems which required revision. The
General Partners have completed the revision and testing of these identified
systems, and these revised systems are now operational.
The cost of the revisions and testing relating to these systems was incurred by
TEM and a portion of the cost was allocated to the Partnership as part of
general and administrative costs allocated from TEM during 1998. While Year 2000
remediation costs were not specifically identified, it is estimated that total
Year 2000 related expenses included in allocated overhead from TEM were less
than $20. The Partnership and the General Partners do not anticipate incurring
significant additional remediation costs related to the Year 2000 issue in 1999.
There has been no material effect on the Partnership's financial condition and
results of operations as a result of TEM's delay in routine systems projects as
a result of Year 2000 remediation.
As noted above, Year 2000 compliance testing was undertaken by the General
Partners on both externally- and internally-developed systems. Standard
transactions were processed under simulated operating conditions for dates
crossing over January 1, 2000 as well as for other critical dates such as
February 29, 2000. In the standard business scenarios tested, the identified
systems appeared to function correctly. Under nonstandard conditions or
unforeseen scenarios, the results may be different. Therefore, these tests,
regardless of how carefully they were conducted, cannot guarantee that the
General Partners' systems will function without error in the Year 2000 and
beyond. If these systems are not operational in the Year 2000, the General
Partners have determined that they can operate manually for approximately two to
three months while correcting the system problems before experiencing material
adverse effects on the Partnership's and the General Partners' business and
results of operations. However, shifting portions of the daily operations to
manual processes may result in time delays and increased processing costs.
Additionally, the Partnership and General Partners may not be able to provide
lessees with timely and pertinent information, which may negatively affect
customer relations and lead to the potential loss of lessees, even though the
immediate monetary consequences of this would be limited by the standard
Partnership lease agreements between the lessees and the Partnership.
The Partnership and the General Partners are also continuing their assessment of
Year 2000 issues with third parties, comprised of lessees, manufacturers,
depots, and other vendors and suppliers, with whom the Partnership and the
General Partners have a material business relationship (Third Parties).
Currently, the Partnership and the General Partners believe that if a
significant portion of its lessees is non-compliant for a substantial length of
time, the Partnership's operations and financial condition would be materially
adversely affected. Non-compliance by other Third Parties is not expected to
have a material effect on the Partnership's results of operations and financial
condition. The General Partners have sent letters to lessees and other Third
Parties requesting representations on their Year 2000 readiness. The General
Partners have received responses to 83% of the letters sent with all but seven
respondents representing that they are or will be Year 2000 compliant.
Non-compliance by these seven respondents is not expected to have a material
adverse effect on the Partnership's operations or financial condition. The
General Partners are continuing to follow up with non-respondents and will
continue to identify additional Third Parties whose Year 2000 readiness should
be assessed. As this assessment has not been completed, the General Partners
have not yet assumed that a lack of response means that any non-responding Third
Parties will not be Year 2000 compliant.
Nevertheless, the Partnership and the General Partners believe that they are
likely to encounter Year 2000 problems with certain Third Parties, particularly
those with significant operations within countries that are not actively
promoting correction of Year 2000 issues. Possible consequences of Year 2000
non-compliance among Third Parties include, but are not limited to, (i) TEM's
inability to provide service to certain areas of the world, (ii) delays in
container movement, (iii) payment and collection difficulties, and (iv)
invoicing errors due to late reporting of transactions. These types of problems
could result in additional operating costs and loss of lessee business. As
discussed above, the General Partners are prepared to shift portions of their
daily operations to manual processes in the event of Third Party non-compliance.
With respect to manufacturers, vendors and other suppliers, the General Partners
would also attempt to find alternate sources for goods and services. With
respect to depots and agents who handle, inspect or repair containers, if the
majority of the computer systems and networks of TEM are operational, the
General Partners believe that they will be able to compensate manually for these
Third Parties' failures (e.g., one field office performing data entry for
another, communication with depots conducted without computers), by using
temporary personnel at additional cost. Although costs will be incurred to pay
for the temporary personnel, the Partnership and the General Partners do not
expect these costs to be material to the Partnership. With respect to lessees'
non-compliance, the General Partners would compensate for communications
failures manually. If a lessee's noncompliance is broad enough to disrupt
significantly the operations of its shipping business, the resulting loss of
revenue could result in the lessee renting fewer containers. The Partnership and
the General Partners are unable to estimate the financial impact of these
problems, but to the extent that lessee's problems result in weakening demand
for containers, the Partnership's results of operations would likely be
adversely affected. If Year 2000 problems result in delays in collections,
either because of the additional time required to communicate with lessees or
because of lessees' loss of revenues, the Partnership's cash flow could be
affected and distributions to general and limited partners could be reduced. The
Partnership and the General Partners believe that these risks are inherent in
the industry and are not specific to the Partnership or General Partners.
Forward Looking Statements and Other Risk Factors Relating to the Year 2000
The foregoing analysis of Year 2000 issues includes forward-looking statements
and predictions about possible or future events, results of operations and
financial condition. As such, this analysis may prove to be inaccurate, because
of the assumptions made by the Partnership and the General Partners or the
actual development of future events. No assurance can be given that any of these
forward-looking statements and predictions will ultimately prove to be correct
or even substantially correct. Some of the risks relating to Year 2000
compliance are described above. In addition, in analyzing Year 2000 issues, the
Partnership and the General Partners have assumed that the infrastructure of the
United States and most other countries, including ports and customs, remains
intact. If the infrastructure of one or more countries were to fail, the
resulting business disruption would likely have an adverse effect on the
Partnership and the General Partners. The Partnership and General Partners are
unable to determine a reasonably likely worst case scenario in the event of an
infrastructure failure or failures.
Various other risks and uncertainties could also affect the Partnership and
could affect the Year 2000 analysis, causing the effect on the Partnership to be
more severe than discussed above. These risks and uncertainties include, but are
not limited to, the following. The Partnerships' and the General Partners' Year
2000 compliance testing cannot guarantee that all computer systems will function
without error beyond the Year 2000. Tests were only conducted of normal business
scenarios, and no independent verification or testing was used. Risks also exist
with respect to Year 2000 compliance by Third Parties, such as the risk that an
external party, who may have no relationship to the Partnership or General
Partners, but who has a significant relationship with one or more Third Parties,
may have a system failure that adversely affects the Partnership's ability to
conduct its business. While the Partnership and the General Partners are
attempting to identify such external parties, no assurance can be given that
they will be able to do so. Furthermore, Third Parties with direct relationships
with the Partnership, whose systems have been identified as likely to be Year
2000 compliant, may suffer a breakdown due to unforeseen circumstances. It is
also possible that the information collected by the General Partners from these
Third Parties regarding their compliance with Year 2000 issues may be incorrect.
Finally, it should be noted that the foregoing discussion of Year 2000 issues
assumes that to the extent the General Partners' systems fail, either because of
unforeseen complications or because of Third Parties' failure, switching to
manual operations will allow the Partnership to continue to conduct its
business. While the Partnership and the General Partners believe this assumption
to be reasonable, if it is incorrect, the Partnership's results of operations
would likely be adversely affected.
<PAGE>
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 _______________________________
John R. Rhodes
Executive Vice President
Date: May 13, 1999
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:
<TABLE>
<CAPTION>
Signature Title Date
<S> <C> <C>
________________________ Executive Vice President, May 13, 1999
John R. Rhodes (Principal Financial and
Accounting Officer) and
Secretary
________________________ President (Principal Executive May 13, 1999
John A. Maccarone Officer)
</TABLE>
<PAGE>
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/John R. Rhodes
________________________
John R. Rhodes
Executive Vice President
Date: May 13, 1999
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:
<TABLE>
<CAPTION>
Signature Title Date
<S> <C> <C>
/s/John R. Rhodes Executive Vice President, May 13, 1999
________________________ (Principal Financial and
John R. Rhodes Accounting Officer) and
Secretary
/s/John A. Maccarone President (Principal Executive May 13, 1999
________________________ Officer)
John A. Maccarone
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
1999 1st Quarter 10Q
</LEGEND>
<CIK> 0000915194
<NAME> Textainer Equipment Income Fund V
<MULTIPLIER> 1,000
<CURRENCY> US Dollars
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> MAR-31-1999
<EXCHANGE-RATE> 1
<CASH> 1,306
<SECURITIES> 0
<RECEIVABLES> 3,174
<ALLOWANCES> 441
<INVENTORY> 0
<CURRENT-ASSETS> 34
<PP&E> 79,227
<DEPRECIATION> 19,552
<TOTAL-ASSETS> 63,748
<CURRENT-LIABILITIES> 1,251
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 62,497
<TOTAL-LIABILITY-AND-EQUITY> 63,748
<SALES> 0
<TOTAL-REVENUES> 2,921
<CGS> 0
<TOTAL-COSTS> 2,835
<OTHER-EXPENSES> 48
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 38
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 38
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
