TEXTAINER EQUIPMENT INCOME FUND V LP
10-Q, 2000-05-12
EQUIPMENT RENTAL & LEASING, NEC
Previous: PHC INC /MA/, 10-Q, 2000-05-12
Next: BADGLEY PHELPS & BELL INC, 13F-HR, 2000-05-12


                TEXTAINER CAPITAL CORPORATION
                    650 California Street, 16th Floor
                         San Francisco, CA 94108


May 12, 2000


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 "Partnership") the Partnership's Quarterly Report on Form 10-Q for the
First Quarter ended March 31, 2000.

This filing is being effected by direct  transmission to the Commission's  EDGAR
System.

Sincerely,

Nadine Forsman
Controller
<PAGE>

                            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, 2000


                   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 [ ]





<PAGE>

<TABLE>
<CAPTION>


TEXTAINER EQUIPMENT INCOME FUND V, L.P.
(a California Limited Partnership)

Quarterly Report on Form 10-Q for the
Quarter Ended March 31, 2000

Table of Contents
- ----------------------------------------------------------------------------------------------------------
                                                                                                      Page
<S>                                                                                                    <C>
Item 1.   Financial Statements

          Balance Sheets - March 31, 2000 (unaudited) and
          December 31, 1999.........................................................................    3



          Statements of Earnings for the three months
          ended March 31, 2000 and 1999 (unaudited).................................................    4



          Statements of Partners' Capital for the three months
          ended March 31, 2000 and 1999 (unaudited).................................................    5



          Statements of Cash Flows for the three months
          ended March 31, 2000 and 1999 (unaudited).................................................    6



          Notes to Financial Statements (unaudited).................................................    8



Item 2.   Management's Discussion and Analysis of Financial Condition
          and Results of Operations.................................................................    11


</TABLE>



<PAGE>

<TABLE>
<CAPTION>

TEXTAINER EQUIPMENT INCOME FUND V, L.P.
(a California Limited Partnership)

Balance Sheets

March 31, 2000 and December 31, 1999
(Amounts in thousands)
- ------------------------------------------------------------------------------------------------------------
                                                                                2000                1999
                                                                          ---------------      -------------
                                                                            (unaudited)
<S>                                                                              <C>                <C>
Assets
Container rental equipment, net of accumulated
   depreciation of $ 23,939, (1999:  $22,819) (note 4)                   $        54,146     $       55,441
Cash                                                                               1,947              1,405
Accounts receivable, net of allowance
   for doubtful accounts of $494, (1999:  $481)                                    2,764              2,800
Due from affiliates, net (note 2)                                                    570                565
Prepaid expenses                                                                       9                 13
                                                                          ---------------      -------------

                                                                         $        59,436     $       60,224
                                                                          ===============      =============

Liabilities and Partners' Capital
Liabilities:
   Accounts payable                                                      $           340     $          319
   Accrued liabilities                                                               242                218
   Accrued recovery costs                                                            179                172
   Accrued damage protection plan costs                                              552                531
   Deferred quarterly distributions                                                   81                 81
                                                                          ---------------      -------------

         Total liabilities                                                         1,394              1,321
                                                                          ---------------      -------------

Partners' capital:
   General partners                                                                   36                 38
   Limited partners                                                               58,006             58,865
                                                                          ---------------      -------------

         Total partners' capital                                                  58,042             58,903
                                                                          ---------------      -------------


                                                                         $        59,436     $       60,224
                                                                          ===============      =============

See accompanying notes to financial statements
</TABLE>



<PAGE>
<TABLE>
<CAPTION>

TEXTAINER EQUIPMENT INCOME FUND V, L.P.
(a California Limited Partnership)

Statements of Earnings


For the three months ended March 31, 2000 and 1999
(Amounts in thousands  except for unit and per unit amounts)
(unaudited)
- ---------------------------------------------------------------------------------------------------

                                                                      2000                  1999
                                                                --------------        -------------
<S>                                                              <C>                      <C>
Rental income                                                 $         3,143       $        2,921
                                                                --------------        -------------

Costs and expenses:
   Direct container expenses                                              761                1,025
   Bad debt expense                                                        16                   94
   Depreciation and amortization                                        1,173                1,190
   Professional fees                                                       19                    9
   Management fees to affiliates (note 2)                                 285                  276
   General and administrative costs to affiliates (note 2)                154                  202
   Other general and administrative costs                                  24                   39
                                                                --------------        -------------

                                                                        2,432                2,835
                                                                --------------        -------------

       Income from operations                                             711                   86
                                                                --------------        -------------

Other income (expense):
   Interest income, net                                                    26                   16
   Loss on sale of containers                                             (23)                 (64)
                                                                --------------        -------------

                                                                            3                  (48)
                                                                --------------        -------------

       Net earnings                                           $           714       $           38
                                                                ==============        =============

Allocation of net earnings (note 2):
   General partners                                           $            14       $           18
   Limited partners                                                       700                   20
                                                                --------------        -------------

                                                              $           714       $           38
                                                                ==============        =============


Limited partners' per unit share of net earnings              $          0.16       $         0.00
                                                                ==============        =============

Limited partners' per unit share of distributions             $          0.35       $         0.40
                                                                ==============        =============

Weighted average number of limited
       partnership units outstanding                                4,454,893            4,454,893
                                                                ==============        =============


See accompanying notes to financial statements
</TABLE>


<PAGE>
<TABLE>
<CAPTION>
TEXTAINER EQUIPMENT INCOME FUND V, L.P.
(a California Limited Partnership)

Statements of Partners' Capital

For the three months ended March 31, 2000 and 1999
(Amounts in thousands)
(unaudited)
- -------------------------------------------------------------------------------------------------------------------------
                                                                                   Partners' Capital
                                                                ---------------------------------------------------------
                                                                   General              Limited                 Total
                                                                ------------        --------------         --------------
<S>                                                              <C>                      <C>                      <C>

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
                                                                ============        ==============         ==============

Balances at January 1, 2000                                   $          38       $        58,865        $        58,903

Distributions                                                           (16)               (1,559)                (1,575)

Net earnings                                                             14                   700                    714
                                                                ------------        --------------         --------------

Balances at March 31, 2000                                    $          36       $        58,006        $        58,042
                                                                ============        ==============         ==============


See accompanying notes to financial statements
</TABLE>


<PAGE>
<TABLE>
<CAPTION>
TEXTAINER EQUIPMENT INCOME FUND V, L.P.
(a California Limited Partnership)

Statements of Cash Flows

For the three months ended March 31, 2000 and 1999
(Amounts in thousands)
(unaudited)
- --------------------------------------------------------------------------------------------------------------------------

                                                                                            2000                1999
                                                                                      ----------------    ----------------
<S>                                                                                     <C>                <C>
Cash flows from operating activities:
   Net earnings                                                                        $          714      $           38
   Adjustments to reconcile net earnings to
     net cash provided by operating activities:
         Depreciation and amortization                                                          1,173               1,190
         Increase in allowance for doubtful accounts                                               13                  88
         Loss on sale of containers                                                                23                  64
         (Increase) decrease in assets:
             Accounts receivable                                                                   29                  49
             Due from affiliates, net                                                               3                 337
             Prepaid expenses                                                                       4                  20
         Increase (decrease) in liabilities:
             Accounts payable and accrued liabilities                                              45                  80
             Accrued recovery costs                                                                 7                  11
             Accrued damage protection plan costs                                                  21                  29
                                                                                      ----------------    ----------------
             Net cash provided by operating activities                                          2,032               1,906
                                                                                      ----------------    ----------------

Cash flows from investing activities:
   Proceeds from sale of containers                                                                85                 200
   Container purchases                                                                              -                  (9)
                                                                                      ----------------    ----------------
             Net cash provided by investing activities                                             85                 191
                                                                                      ----------------    ----------------

Cash flows from financing activities:
   Distributions to partners                                                                   (1,575)             (1,800)
                                                                                      ----------------    ----------------
              Net cash used in financing activities                                            (1,575)             (1,800)
                                                                                      ----------------    ----------------

Net increase in cash                                                                              542                 297

Cash at beginning of period                                                                     1,405               1,009
                                                                                      ----------------    ----------------

Cash at end of period                                                                  $        1,947      $        1,306
                                                                                      ================    ================


See accompanying notes to financial statements

</TABLE>

<PAGE>
<TABLE>
<CAPTION>


TEXTAINER EQUIPMENT INCOME FUND V, L.P.
(a California Limited Partnership)


Statements Of Cash Flows--Continued

For the three months ended March 31, 2000 and 1999
(Amounts in thousands)
(unaudited)
- ----------------------------------------------------------------------------------------------------------

Supplemental Disclosures:

Supplemental schedule of non-cash investing and financing activities:

The following  table  summarizes  the amounts of  distributions  to partners and
proceeds from sale of containers which had not been paid or received as of March
31, 2000 and 1999,  and December 31, 1999 and 1998,  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, 2000 and 1999.

                                                               Mar. 31       Dec. 31          Mar. 31        Dec. 31
                                                                2000           1999            1999           1998
                                                             -----------    -----------     -----------    -----------

<S>                                                               <C>           <C>            <C>            <C>

Distributions to partners included in:
     Due to affiliates..............................                $ 6            $ 6             $  6          $  6
     Deferred quarterly distributions...............                 81             81               94            94

Proceeds from sale of containers included in:
     Due from affiliates............................                 94             86              154           167

The following  table  summarizes  the amounts of  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, 2000 and 1999.

                                                                                                   2000          1999
                                                                                                   ----          ----

Distributions to partners declared................................................               $1,575        $1,800
Distributions to partners paid....................................................                1,575         1,800

Proceeds from sale of containers recorded.........................................                   93           187
Proceeds from sale of containers received.........................................                   85           200

The  Partnership  has  entered  into direct  finance  leases,  resulting  in the
transfer of containers from container rental  equipment to accounts  receivable.
The  carrying  values of  containers  transferred  during the three months ended
March 31, 2000 was $6. There were no direct  finance  leases entered into during
the three months ended March 31, 1999.

See accompanying notes to financial statements
</TABLE>


<PAGE>


TEXTAINER EQUIPMENT INCOME FUND V, L.P.
(A California Limited Partnership)

Notes to Financial Statements

For the three months ended March 31, 2000 and 1999
(Amounts in thousands  except for unit and per unit amounts)
(unaudited)
- --------------------------------------------------------------------------------

Note 1.   General

      Textainer  Equipment Income Fund V, L.P. (the  Partnership),  a California
      limited  partnership  with a maximum life of 20 years, was formed in 1993.
      The Partnership  owns a fleet of intermodal  marine cargo containers which
      are leased to international shipping lines.

      The accompanying  interim financial statements have not been audited by an
      independent public accountant.  However,  all adjustments (which were only
      normal  and  recurring   adjustments),   which  are,  in  the  opinion  of
      management,  necessary  to fairly  present the  financial  position of the
      Partnership  as of March 31, 2000 and December 31, 1999 and the results of
      its  operations,  changes  in  partners'  capital,  and cash flows for the
      three-month periods ended March 31, 2000 and 1999, 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, 1999, 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.

Note 2.   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.  The General Partners manage and
      control the affairs of the Partnership.

      In accordance with the Partnership Agreement,  sections 3.08 through 3.12,
      net earnings or losses and distributions are generally allocated 1% to the
      General  Partners and 99% to the Limited  Partners.  If the  allocation of
      distributions exceeds the allocation of net earnings and creates a deficit
      in a General Partner's capital account, the Partnership Agreement provides
      for a  special  allocation  of gross  income  equal to the  amount  of the
      deficit to be made to the General Partners.

      As part of the operation of the Partnership,  the Partnership is to pay to
      the General Partners an  acquisition fee, an equipment  management fee, an
      incentive management fee and an equipment  liquidation fee. These fees are
      for various services provided in connection  with the  administration  and
      management of  the Partnership. No  acquisition  or equipment  liquidation
      fees were incurred during the  three-month periods ended  March  31,  2000
      and  1999.  The Partnership  incurred $66 and $72 of incentive  management
      fees  during  the three-month periods  ended   March  31, 2000  and  1999,
      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, 2000 and December 31, 1999.

      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 $219 and $204 for the three-month periods ended March 31, 2000 and
      1999, respectively.  The Partnership's container fleet is leased by TEM to
      third party lessees on operating master leases,  spot leases,  term leases
      and direct finance  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  during the three-month
      periods ended March 31, 2000 and 1999 were as follows:
<TABLE>
<CAPTION>

                                                       2000          1999
                                                       ----          ----
<S>                                                     <C>           <C>

               Salaries                                $ 81          $107
               Other                                     73            95
                                                        ---          ----
                 Total general and
                    administrative costs               $154          $202
                                                        ===           ===

      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 during the three-month periods ended March 31, 2000 and 1999:

                                                       2000          1999
                                                       ----          ----
               TEM                                     $133          $181
               TCC                                       21            21
                                                        ---           ---
                 Total general and
                    administrative costs               $154          $202
                                                        ===           ===
</TABLE>

      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.  In addition,  the General
      Partners are entitled to an acquisition  fee for any containers  resold to
      the Partnership.

      At March 31, 2000 and  December  31,  1999,  due from  affiliates,  net is
      comprised of:

                                                            2000            1999
                                                            ----            ----
      Due from affiliates:
        Due from TEM...................................    $ 600           $ 581
                                                             ---             ---

      Due to affiliates:
        Due to TCC.....................................       26              12
        Due to TL......................................        4               4
                                                             ---             ---
                                                              30              16
                                                             ---             ---
      Due from affiliates, net                              $570            $565
                                                             ===             ===


      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.

Note 3.   Rentals Under Long-Term Operating Leases

      The following are the future rent  receivables  under cancelable long-term
      operating  leases at March 31,  2000.  Although  the leases are  generally
      cancelable with a penalty  at the  end of  each  twelve-month period,  the
      following  schedule  assumes  that  the  leases  will not be terminated.

            Year ending March 31:

            2001...............................................          $652
            2002...............................................           194
            2003...............................................            92
            2004...............................................             9
                                                                          ---

            Total future rentals receivable....................          $947
                                                                          ===

Note 4.   Container Rental Equipment

      New container  prices have been declining  since 1995, and the cost of new
      containers  at year-end  1998,  during 1999 and the  beginning of 2000 was
      significantly  less than the 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  and determined  that reductions to the carrying  value  of these
      containers was not required during the year ended December 31, 1999 or the
      three-month period ended March 31, 2000.

      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 and/or an increase in its depreciation rate may
      be required  in future  periods  for some or all or its  container  rental
      equipment.

<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 as of and for the three-month periods
ended March 31, 2000 and 1999.  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,
2000, the Partnership did not redeem any units.

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.  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 7% of their original  investment.  During the three-month period
ended March 31, 2000, the  Partnership  declared cash  distributions  to limited
partners  pertaining to the period from December 1999 through  February 2000, in
the amount of $1,559.  On a cash  basis,  all of these  distributions  were from
current year operating activities.  On a GAAP basis, $859 of these distributions
was a return of capital and the balance was from net earnings.

At March 31, 2000, the Partnership had no commitments to purchase containers.

Net cash  provided by operating  activities  for the  three-month  periods ended
March 31, 2000 and 1999 was $2,032 and  $1,906,  respectively.  The  increase of
$126,  or 7%, was  attributable  to the increase in net  earnings,  adjusted for
non-cash  transactions,  offset by the fluctuation in due from affiliates,  net.
Net earnings, adjusted for non-cash transactions, increased primarily due to the
decrease in direct  container  expenses and the increase in rental  income.  The
reasons for these  fluctuations  are discussed in "Results of  Operations".  The
fluctuations in due from affiliate, net, resulted from timing differences in the
payment of expenses and fees and the remittance of net rental revenues.

For the three-month  periods ended March 31, 2000 and 1999, net cash provided by
investing  activities  (the purchase and sale of  containers)  was $85 and $191,
respectively. The decrease of $106 was primarily due to the decrease in proceeds
from container sales, which decreased  primarily due to the Partnership  selling
fewer damaged  containers located in low demand locations during the three-month
period  ended  March 31,  2000 than the same  period in 1999.  The sales  prices
received on container  sales  decreased  slightly as a result of current  market
conditions,  which have adversely  affected the value of used containers.  Until
conditions  improve  in these low demand  locations,  the  Partnership  plans to
continue to sell damaged containers there and may sell other containers as well.
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.
Proceeds from container  sales will fluctuate  based on the number of containers
sold and the actual price  received on the sale.  Sales proceeds will affect the
rate of reinvestment in containers.

The rate of reinvestment is also affected by cash from operations  available for
reinvestment.  Subject to the General Partners' discretion, cash from operations
available  for  reinvestment  is generally  equal to cash  provided by operating
activities  less   distributions   and  redemptions   paid.   Distributions  and
redemptions  are  determined  by the  General  Partners in  accordance  with the
Partnership Agreement.  Consistent with its investment objectives and subject to
its distribution  policy,  the Partnership  intends to continue to reinvest cash
from operations  available for reinvestment  and all or a significant  amount of
the proceeds from container sales in additional  containers.  Market  conditions
have had and may  continue  to have an  adverse  effect  on the  amount  of cash
provided  by  operations  that is  available  for  the  purchase  of  additional
containers.  Additionally, these market conditions have had an adverse effect on
the average sales price recently realized from container sales. Furthermore,  to
the extent new containers are purchased with sales proceeds, they are not likely
to equal the number of containers sold, as new container prices are likely to be
greater than the average  sales price of  containers  sold.  These  factors have
contributed to a lower 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.

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, 2000 and 1999, 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:

                                                               2000        1999
                                                              ------      ------
                 Beginning container fleet...............     23,810      24,165
                 Ending container fleet..................     23,753      24,053
                 Average container fleet.................     23,782      24,109


The decline in the average  container  fleet of 1% from the  three-month  period
ended March 31, 1999 to the comparable period in 2000 was due to the Partnership
having sold more  containers  than it purchased  since March 31, 1999.  Although
some of the sales proceeds were used to purchase  additional  containers,  fewer
containers were bought than sold, resulting in a net decrease in the size of the
container fleet. 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 81% and  74% during the  three-month  periods
ended  March  31, 2000  and 1999,  respectively.  In  addition, rental income is
affected by daily rental rates.

The  following is a comparative  analysis of the results of  operations  for the
three-month periods ended March 31, 2000 and 1999.

The  Partnership's  income from  operations for the  three-month  periods ending
March 31, 2000 and 1999 was $711 and $86, on rental income of $3,143 and $2,921,
respectively. The increase in rental income of $222, or 8%, from the three-month
period  ended  March 31,  1999 to the  comparable  period in 2000 was  primarily
attributable to the increase in container  rental income.  Income from container
rentals  increased  $212,  or 8%,  primarily  due to the increase in the average
on-hire  utilization of 9%, offset by the decline in average rental rates of 2%.

The  improvement in  utilization  was due to  improvements  in demand for leased
containers and in the trade balance, primarily as a result of the improvement in
certain  Asian  economies  and a related  increase  in  exports  out of  Europe.
Additionally,  the container surplus, which existed primarily as a result of the
lower  demand in the past  several  years,  has  eased as a result of  container
lessors selling older  containers in low demand locations and as a result of the
improvement in demand discussed above.

However, the trade imbalance between Asia and North America still exists, and as
a  consequence,  the  build-up of  containers  in North  America  persists.  The
Partnership has been unable to reposition a large number of newer  containers to
higher  demand  locations in Asia,  primarily  due to lack of  available  vessel
capacity.

Additionally,  the Partnership has continued to sell some containers  located in
low demand  locations,  but primarily only those  containers  that were damaged.
This trade imbalance  continues to cause a decline in the economic value of used
containers  and the  average  sales  price on  container  sales  received by the
Partnership has decreased.  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 young 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.  Additionally,  should the decline in economic value
of continuing to own such containers  turn out to be permanent,  the Partnership
may be required to increase its  depreciation  rate or write-down  the value for
some or all of its container rental equipment.

The decline in the purchase price of new  containers  and the container  surplus
mentioned  above have  resulted in the decline in rental rates in recent  years.
However,  as a result of the  improvement in demand and slight  increases in the
purchase price of new containers,  rental rates have stabilized during the first
quarter of 2000.

The General  Partners are  cautiously  optimistic  that rental rates will remain
stable and the current level of utilization  will be maintained  during 2000 and
may improve if demand for leased  containers  and the trade balance  continue to
improve. However, the General Partners caution that utilization, lease rates and
container sale prices could also decline,  adversely affecting the Partnership's
operating results.

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, 2000,
the total of these other rental  income items was $335,  an increase of $10 from
the  equivalent  period in 1999.  The increase was primarily due to increases in
DPP and  handling  income of $35 and $9,  respectively,  offset by a decrease in
location income of $34. DPP income increased due to an increase in the number of
containers  carrying DPP,  offset by a decrease in the average price charged per
container.  Handling income increased due to the increase in container movement,
offset by a decrease in the average price charged per container. The decrease in
location  income was  primarily  due to the  decrease  in charges to lessees for
dropping off containers in certain locations.

Direct container  expenses  decreased $264, or 26%, from the three-month  period
ending March 31, 1999 to the  equivalent  period in 2000,  primarily  due to the
decreases in storage and repositioning expenses of $149 and $106,  respectively.
Storage  expense  decreased  due to the  increase in average  utilization  and a
decrease  in the  average  storage  cost per  container.  Repositioning  expense
decreased due to a decrease in the number of containers repositioned,  partially
offset  by  a  higher  average  repositioning  cost  per  container  during  the
three-month period ended March 31, 2000 compared to the same period in 1999.

Bad debt expense decreased $78 from the three-month  period ended March 31, 1999
to the equivalent period in 2000 primarily due to a smaller required increase to
the bad debt reserve in 2000.

Depreciation and amortization expense decreased $17, or 1%, from the three-month
period ended March 31, 1999 to the comparable period in 2000 due to the decrease
in fleet size.

New  container  prices  have  been  declining  since  1995,  and the cost of new
containers  at  year-end  1998,  during  1999  and the  beginning  of  2000  was
significantly  less than the 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 and determined
that  reductions  to the  carrying  value of these containers  was not  required
during the year ended  December  31,  1999 or the three-month period ended March
31,  2000.  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 and/or an increase in its  depreciation  rate may be
required in future  periods for some or all of its container rental equipment.

Management fees to affiliates  increased $9, or 3%, from the three-month  period
ended March 31, 1999 to the  comparable  period in 2000,  due to the increase in
equipment  management fees, offset by the decrease in incentive management fees.
Equipment  management fees,  which are based on gross revenue,  increased due to
the increase in rental  income and were  approximately  7% of rental  income 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 8% to 7% of
partners' capital in March 1999.

General and administrative  costs to affiliates  decreased $48, or 24%, from the
three-month  period ended March 31, 1999 to the  comparable  period in 2000. The
decrease was due to a decrease in the  allocation of overhead costs from TEM, as
the Partnership represented a smaller portion of the total fleet managed by TEM.

Other income  increased  $51 from an expense of $48 for the  three-month  period
ended  March 31,  1999 to income of $3 for the  comparable  period in 2000.  The
increase was primarily due to the decrease in loss on sale of containers  and an
increase in interest income, net.

Net earnings per limited partnership unit increased from $0.00 to $0.16 from the
three-month  period ended March 31, 1999 to the same period in 2000,  reflecting
the increase in net earnings  allocated  to limited  partners  from $20 to $700,
respectively.  The allocation of net earnings  included a special  allocation of
gross income to the General  Partners  made in accordance  with the  Partnership
Agreement.

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, 2000,  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.

Effect of Date Crossing to Year 2000

There has been no material effect on the Partnership's  financial  condition and
results of  operations as a result of problems  arising from  computer  systems'
abilities to process dates beyond January 1, 2000.  The General  Partners do not
currently  expect any such problems to arise within their own computer  systems.
The  likelihood  that a failure in a third party's system would occur and have a
significant  adverse effect on the Partnership's  operations seems  increasingly
remote,  but no assurance can be given that,  due to  unforeseen  circumstances,
such an event could not occur.  Therefore,  the  Partnership's  contingency plan
remains in place;  that is, the General  Partners  continue to remain capable of
switching  temporarily to manual  operations in the event of a computer system's
failure. There can be no assurance, however, that switching to manual operations
would prevent all adverse effects of any future year 2000 problem.

Forward Looking Statements

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.




<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 _______________________________
                                           Ernest J. Furtado
                                           Senior Vice President


Date:  May 12, 2000

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>
________________________                 Senior Vice President,                         May 12, 2000
Ernest J. Furtado                        (Principal Financial and
                                         Accounting Officer) and
                                         Secretary




________________________                 President (Principal Executive                 May 12, 2000
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/Ernest J. Furtado
                                          __________________________
                                          Ernest J. Furtado
                                          Senior Vice President


Date:  May 12, 2000


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/Ernest J. Furtado                     Senior Vice President,                        May 12, 2000
________________________                 (Principal Financial and
Ernest J. Furtado                        Accounting Officer) and
                                         Secretary




/s/John A. Maccarone                     President (Principal Executive                 May 12, 2000
__________________________               Officer)
John A. Maccarone


</TABLE>

<TABLE> <S> <C>


<ARTICLE>                     5
<LEGEND>
     1st Quarter 2000 10Q
</LEGEND>
<CIK>                         0000915194
<NAME>                        Textainer Equipment Income Fund V, L.P.
<MULTIPLIER>                                   1,000
<CURRENCY>                                     US Dollars

<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                              DEC-31-2000
<PERIOD-START>                                 JAN-01-2000
<PERIOD-END>                                   MAR-31-2000
<EXCHANGE-RATE>                                1
<CASH>                                         1,947
<SECURITIES>                                   0
<RECEIVABLES>                                  3,828
<ALLOWANCES>                                   494
<INVENTORY>                                    0
<CURRENT-ASSETS>                               9
<PP&E>                                         78,085
<DEPRECIATION>                                 23,939
<TOTAL-ASSETS>                                 59,436
<CURRENT-LIABILITIES>                          1,394
<BONDS>                                        0
                          0
                                    0
<COMMON>                                       0
<OTHER-SE>                                     58,042
<TOTAL-LIABILITY-AND-EQUITY>                   59,436
<SALES>                                        0
<TOTAL-REVENUES>                               3,143
<CGS>                                          0
<TOTAL-COSTS>                                  2,432
<OTHER-EXPENSES>                               (3)
<LOSS-PROVISION>                               0
<INTEREST-EXPENSE>                             0
<INCOME-PRETAX>                                714
<INCOME-TAX>                                   0
<INCOME-CONTINUING>                            0
<DISCONTINUED>                                 0
<EXTRAORDINARY>                                0
<CHANGES>                                      0
<NET-INCOME>                                   714
<EPS-BASIC>                                  0
<EPS-DILUTED>                                  0




</TABLE>


© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission