TEXTAINER FINANCIAL SERVICES CORPORATION
650 California Street, 16th Floor
San Francisco, CA 94108
March 26, 2003
Securities and Exchange Commission
Washington, DC 20549
Ladies & 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 IV,
L.P. (the "Partnership") the Partnership's Annual Report on Form 10-K for the
fiscal year ended December 31, 2002.
The financial statements included in the enclosed Annual Report on Form 10-K do
not reflect a change from the preceding year in any accounting principles or
practices, or in the method of applying any such principles or practices.
This filing is being effected by direct transmission to the Commission's EDGAR
System.
Sincerely,
Nadine Forsman
Controller
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington DC 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2002
Commission file number 0-21228
TEXTAINER EQUIPMENT INCOME FUND IV, L.P.
----------------------------------------
(Exact name of Registrant as specified in its charter)
California 94-3147432
(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)
Securities registered pursuant to Section 12(b) of the Act:
NONE
Securities registered pursuant to Section 12(g) of the Act:
LIMITED PARTNER INTERESTS
(Title of Class)
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. [ X ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ X ]
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Exchange Act Rule 12b-2). [ ]
State the aggregate market value of the voting and non-voting common equity held
by nonaffiliates of the Registrant. The aggregate market value shall be computed
by reference to the price at which the common equity was sold, or the average
bid and ask prices of such common equity, as of the last business day of the
registrant's most recently completed second fiscal quarter. Not Applicable.
--------------
Documents Incorporated by Reference
The Registrant's Prospectus as contained in Pre-Effective Amendment No. 2 to the
Registrant's Registration Statement, as filed with the Commission on April 10,
1992, as supplemented by Post-Effective Amendment No. 3 filed under The
Securities Act of 1933 on May 25, 1993 and as supplemented by Supplement No. 8
as filed under Rule 424(b) of the Securities Act of 1933 on March 1, 1994.
PART I
ITEM 1. DESCRIPTION OF BUSINESS
For more detailed information about the Registrant's business, see "Business of
the Partnership" in the Registrant's Prospectus as supplemented.
(a) General Development of Business
The Registrant is a California Limited Partnership formed on October
30, 1991 to purchase, own, operate, lease, and sell equipment used in
the containerized cargo shipping industry. The Registrant commenced
offering units representing limited partnership interests (Units) to
the public on April 30, 1992 in accordance with its Registration
Statement and ceased to offer such Units as of April 30, 1994. The
Registrant raised a total of $136,918,060 from the offering and
invested a substantial portion of the money raised in equipment. The
Registrant has since engaged in leasing this and other equipment in
the international shipping industry.
See Item 10 herein for a description of the Registrant's General
Partners. See Item 7 herein for a description of current market
conditions affecting the Registrant's business.
(b) Financial Information About Industry Segments
Inapplicable.
(c) Narrative Description of Business
(c)(1)(i) A container leasing company generally, and the Registrant
specifically, is an operating business comparable to a
rental car business. A customer can lease a car from a bank
leasing department for a monthly charge which represents the
cost of the car, plus interest, amortized over the term of
the lease; or the customer can rent the same car from a
rental car company at a much higher daily lease rate. The
customer is willing to pay the higher daily rate for the
convenience and value-added features provided by the rental
car company, the most important of which is the ability to
pick up the car where it is most convenient, use it for the
desired period of time, and then drop it off at a location
convenient to the customer. Rental car companies compete
with one another on the basis of lease rates, availability
of cars, and the provision of additional services. They
generate revenues by maintaining the highest lease rates and
the highest utilization that market conditions will allow,
and by augmenting this income with proceeds from sales of
insurance, drop-off fees, and other special charges. A large
percentage of lease revenues earned by car rental companies
are generated under corporate rate agreements wherein, for a
stated period of time, employees of a participating
corporation can rent cars at specific terms, conditions and
rental rates.
Container leasing companies and the Registrant operate in a
similar manner by owning a worldwide fleet of new and used
transportation containers and leasing these containers to
international shipping companies hauling various types of
goods among numerous trade routes. All lessees pay a daily
rental rate and in certain markets may pay special handling
fees and/or drop-off charges. In addition to these fees and
charges, a lessee must either provide physical damage and
liability insurance or purchase a damage waiver from the
Registrant, in which case the Registrant agrees to pay the
cost of repairing certain physical damage to containers.
Container leasing companies compete with one another on the
basis of lease rates, fees charged, services provided and
availability of equipment. To ensure the availability of
equipment to its customers, container leasing companies and
the Registrant may pay to reposition containers from low
demand locations to higher demand locations. By maintaining
the highest lease rates and the highest equipment
utilization allowed by market conditions, the Registrant
attempts to generate revenue and profit.
The majority of the Registrant's equipment is leased under
master operating leases, which are comparable to the
corporate rate agreements used by rental car companies. The
master leases provide that the lessee, for a specified
period of time, may rent containers at specific terms,
conditions and rental rates. Although the terms of the
master lease governing each container under lease do not
vary, the number of containers in use can vary from time to
time within the term of the master lease. The terms and
conditions of the master lease provide that the lessee pays
a daily rental rate for the entire time the container is in
his possession (whether or not he is actively using it), is
responsible for any damage, and must insure the container
against liabilities.
A substantial portion of the Partnership's equipment is
leased under long-term lease agreements, rather than master
leases. Unlike master lease agreements, long-term lease
agreements provide for containers to be leased for periods
of between three to five years. Such leases are generally
cancelable with a penalty at the end of each twelve-month
period. Direct finance leases currently cover a minority of
the Partnership's equipment. Under direct finance leases,
the containers are usually leased from the Partnership for
the remainder of the container's useful life with a purchase
option at the end of the lease term. For a more detailed
discussion of the leases for the Registrant's equipment, see
"Leasing Policy" under "Business of the Partnership" in the
Registrant's Prospectus as supplemented. The Registrant also
sells containers in the course of its business as
opportunities arise, at the end of the container's useful
life or if market and economic considerations indicated that
a sale would be beneficial. See Item 7 herein and "Business
of the Partnership" in Registrant's Prospectus, as
supplemented.
(c)(1)(ii) Inapplicable.
(c)(1)(iii) Inapplicable.
(c)(1)(iv) Inapplicable.
(c)(1)(v) Inapplicable.
(c)(1)(vi) Inapplicable.
(c)(1)(vii) No single lessee generated lease revenue for the years ended
December 31, 2002, 2001 and 2000 which was 10% or more of
the total revenue of the Registrant.
(c)(1)(viii) Inapplicable.
(c)(1)(ix) Inapplicable.
(c)(1)(x) There are approximately 80 container leasing companies
of which the top ten control approximately 85% of the total
equipment held by all container leasing companies. The top
two container leasing companies combined control
approximately 26% of the total equipment held by all
container leasing companies. Textainer Equipment Management
Limited, an Associate General Partner of the Registrant and
the manager of its marine container equipment, is the
largest standard dry freight container leasing company and
manages approximately 14% of the equipment held by all
container leasing companies. The customers for leased
containers are primarily international shipping lines. The
Registrant alone is not a material participant in the
worldwide container leasing market. The principal methods of
competition are price, availability and the provision of
worldwide service to the international shipping community.
Competition in the container leasing market has increased
over the past few years. Since 1996, shipping alliances and
other operational consolidations among shipping lines have
allowed shipping lines to begin operating with fewer
containers, thereby decreasing the demand for leased
containers and allowing lessees to gain concessions from
lessors about price, special charges or credits and, in
certain markets, the age specification of the containers
leased. Furthermore, primarily as a result of lower new
container prices and low interest rates, shipping lines now
own, rather than lease, a higher percentage of containers.
The decrease in demand from shipping lines, along with the
entry of new leasing company competitors offering low
container rental rates, has increased competition among
container lessors such as the Registrant.
Furthermore, changes in worldwide demand for shipping have
placed additional strains on competition. Utilization of
containers can be maximized if containers that come
off-lease can be re-leased in the same location. If demand
for containers is strong in some parts of the world and weak
in others, containers that come off-lease may have to be
repositioned, usually at the Registrant's expense, before
they can be re-leased. Over the last several years, demand
for goods brought into Asia has been lower than demand for
goods brought out of Asia. This imbalance has created low
demand locations in certain areas of international shipping
routes, where containers coming off-lease after the delivery
of goods cannot quickly be re-leased. The Registrant has
frequently been required to reposition containers from these
low demand locations, or to sell containers, if an analysis
indicates that the sale may yield greater economic benefits
than continued ownership, given the costs of repositioning
and estimates of future rental rates and opportunities.
Containers sold in these low demand locations have
frequently been older containers. Shipping lines have an
advantage over container leasing companies with respect to
these low demand locations, because the shipping companies
can frequently reposition their own containers, while
leasing companies have to find alternative ways of
repositioning their containers, including offering
incentives to shipping lines or paying directly for the
repositioning.
(c)(1)(xi) Inapplicable.
(c)(1)(xii) Inapplicable.
(c)(1)(xiii) The Registrant has no employees. Textainer Financial
Services Corporation (TFS), a wholly owned subsidiary of
Textainer Capital Corporation (TCC), the Managing General
Partner of the Registrant, is responsible for the overall
management of the business of the Registrant and at December
31, 2002 had 3 employees. Textainer Equipment Management
Limited (TEM), an Associate General Partner, is responsible
for the management of the leasing operations of the
Registrant and at December 31, 2002 had a total of 147
employees.
(d) Financial Information about Foreign and Domestic Operations and Export
Sales.
The Registrant is involved in the leasing of shipping containers to
international shipping companies for use in world trade and
approximately 7%, 12% and 14% of the Registrant's rental revenue
during the years ended December 31, 2002, 2001 and 2000, respectively,
was derived from operations sourced or terminated domestically. These
percentages do not reflect the proportion of the Partnership's income
from operations generated domestically or in domestic waterways.
Substantially all of the Partnership's income from operations is
derived from assets employed in foreign operations. See "Business of
the Partnership" in the Registrant's Prospectus, as supplemented, and
for a discussion of the risks of leasing containers for use in world
trade, see "Risk Factors and Forward-Looking Statements" in Item 7
herein.
ITEM 2. PROPERTIES
As of December 31, 2002, the Registrant owned the following types and quantities
of equipment:
20-foot standard dry freight containers 10,035
40-foot standard dry freight containers 11,469
40-foot high cube dry freight containers 6,520
------
28,024
======
During December 2002, approximately 83% of these containers were on lease to
international shipping companies, and the balance were being stored primarily at
a large number of storage depots located worldwide. Generally, 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. At December 31,
2002, approximately 5% of the Partnership's off-lease equipment had been
identified as being for sale. Some containers identified for sale have been
written down, as described below in Item 7, "Results of Operations."
For information about the Registrant's property, see "Business of the
Partnership" and "Risk Factors" in the Registrant's Prospectus, as supplemented.
See also Item 7, "Results of Operations" for more information about container
sales and write-downs, as well as the location of the Registrant's off-lease
containers.
ITEM 3. LEGAL PROCEEDINGS
The Registrant is not subject to any legal proceedings.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS
Inapplicable.
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS
PART 201:
(a) Market Information.
(a)(1)(i) The Registrant's limited partnership Units are not publicly
traded and there is no established trading market for such
Units. The Registrant has a program whereby limited partners
may redeem Units for a specified redemption price. The
program operates only when the Managing General Partner
determines, among other matters, that payment for redeemed
units will not impair the capital or operations of the
Registrant.
(a)(1)(ii) Inapplicable.
(a)(1)(iii) Inapplicable.
(a)(1)(iv) Inapplicable.
(a)(1)(v) Inapplicable.
(a)(2) Inapplicable.
(b) Holders.
(b)(1) As of January 1, 2003, there were 7,835 holders of record of
limited partnership interests in the Registrant.
(b)(2) Inapplicable.
(c) Dividends.
Inapplicable.
At December 31, 2002 the Registrant was paying distributions at an annualized
rate equal to 5% of a Unit's initial cost, or $1.00 per Unit per year. For the
year ended December 31, 2001, the Registrant was paying monthly distributions at
an annualized rate of 6.2% of a Unit's initial cost, or $1.23 per Unit. For
information about the amount of distributions paid during the five most recent
fiscal years, see Item 6, "Selected Financial Data." Distributions are made
monthly by the Registrant to its limited partners.
PART 701: Inapplicable.
ITEM 6. SELECTED FINANCIAL DATA
(Amounts in thousands except for per unit amounts)
Years Ended December 31,
-------------------------------------------------------------------------
2002 2001 2000 1999 1998
---- ---- ---- ---- ----
Rental income........................... $11,779 $13,693 $17,525 $17,256 $21,505
(Loss) income from operations........... $(3,870) $(2,124) $ 2,961 $ 434 $ 4,916
Net (loss) earnings..................... $(3,839) $(2,032) $ 3,182 $ 567 $ 5,011
Net (loss) earnings per unit of
limited partner interest.............. $ (0.59) $ (0.32) $ 0.45 $ 0.07 $ 0.72
Distributions per unit of
limited partner interest.............. $ 1.00 $ 1.23 $ 1.40 $ 1.68 $ 1.81
Distributions per unit of limited
partner interest representing
a return of capital.................. $ 1.00 $ 1.23 $ 0.95 $ 1.61 $ 1.09
Total assets............................ $47,200 $58,898 $70,983 $76,714 $87,508
ITEM 7. 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 years ended December 31, 2002,
2001 and 2000. Please refer to the Financial Statements and Notes thereto in
connection with the following discussion.
Textainer Financial Services Corporation (TFS) is the Managing General Partner
of the Partnership and is a wholly-owned subsidiary of Textainer Capital
Corporation (TCC). Textainer Equipment Management Limited (TEM) and Textainer
Limited (TL) are Associate General Partners of the Partnership. The General
Partners manage and control the affairs of the Partnership.
Liquidity and Capital Resources
From May 1, 1992 until April 30, 1994, the Partnership offered limited
partnership interests to the public. The Partnership received its minimum
subscription amount of $5,000 on June 11, 1992 and on April 30, 1994 the
Partnership had received a total subscription amount of $136,918.
The Partnership invests working capital, cash flow from operations prior to its
distribution to the partners and proceeds from container sales that have not
been used to purchase containers in short-term, liquid investments. Rental
income is the Partnership's principal source of liquidity and provides a major
source of funds for distributions. Rental income is affected by market
conditions for leased containers. Market conditions are discussed more fully in
"Results of Operations." The Partnership's cash is affected by cash provided by
or used in operating, investing and financing activities. These activities are
discussed in detail below.
Limited partners are currently receiving monthly distributions in an annualized
amount equal to 5% of their original investment. During the year ended December
31, 2002, the Partnership declared cash distributions to limited partners
pertaining to the period from December 2001 through November 2002, in the amount
of $6,648. On a cash basis (after redemptions and general partner
distributions), $4,696 of these distributions was from current year operating
activities, $1,258 was from cash provided by previous years' operating
activities (that had not been distributed or used to purchase containers or
redeem units) and the balance of $694 was a return of capital. On a financial
statement basis, all of these distributions were a return of capital.
From time to time, the Partnership redeems units from limited partners for a
specified redemption value, which is set by formula. Up to 2% of the
Partnership's outstanding units may be redeemed each year, although the 2% limit
may be exceeded at the Managing General Partner's discretion. All redemptions
are subject to the Managing General Partner's good faith determination that
payment for the redeemed units will not (i) cause the Partnership to be taxed as
a corporation, (ii) impair the capital or operations of the Partnership, or
(iii) impair the ability of the Partnership to pay distributions in accordance
with its distribution policy. During the year ended December 31, 2002, the
Partnership redeemed 163,618 units for a total dollar amount of $860. The
Partnership used cash flow from operations to pay for the redeemed units.
At December 31, 2002, the Partnership had no commitments to purchase containers.
Net cash provided by operating activities for the years ended December 31, 2002
and 2001 was $5,625 and $7,288, respectively. The decrease of $1,663, or 23%,
was primarily attributable to the fluctuations in due from affiliates, net and
gross accounts receivable. Fluctuations in due from affiliates, net, resulted
from timing differences in payment of expenses, fees and distributions and the
remittance of net rental revenues and container sales proceeds, as well as in
fluctuations in these amounts. The decrease in gross accounts receivable of $179
for the year ended December 31, 2002 was primarily due to the decrease in rental
income, offset by the increase in the average collection period of accounts
receivable. The decrease in accounts receivable of $816 during the comparable
period in 2001 was primarily due to the decrease in rental income.
For the year ended December 31, 2002 and 2001, net cash provided by investing
activities (the purchase and sale of containers) was $2,450 and $22,
respectively. Net cash provided by investing activities increased $2,428
primarily due to the increase in proceeds from containers sales. Proceeds from
container sales increased due to the increase in the number of containers sold
from December 31, 2001 to 2002. This increase was partially offset by the
decrease in the average sales price received on container sales. The sales
prices received on container sales continued to decrease as a result of current
market conditions, which have adversely affected the value of used containers.
Until demand for containers improves in certain low demand locations, the
Partnership plans to continue selling some of its containers that are off-lease
in these locations. The number of containers sold, both in low demand locations
and elsewhere, as well as the average sales price, will affect how much the
Partnership can reinvest in new containers.
Consistent with its investment objectives and subject to its distribution
policy, the Partnership intends to continue to reinvest both cash from
operations available for reinvestment and all, or a significant amount of, the
proceeds from container sales in additional containers. Reinvestment is expected
to continue until the Partnership begins its liquidation phase, which is
estimated to begin in 2004. Cash from operations available for reinvestment is
generally equal to cash provided by operating activities, less distributions and
redemptions paid, which are subject to the General Partners' authority to set
these amounts (and modify reserves and working capital), as provided in the
Partnership Agreement. During the years ended December 31, 2002 and 2001 there
was no cash from operations available to reinvest in additional containers. The
amount of sales proceeds will fluctuate based on the number of containers sold
and the sales price received. The Partnership sells containers when (i) a
container reaches the end of its useful life or (ii) an analysis indicates that
the sale is warranted based on existing market conditions and the container's
age, location and condition.
Both cash from operations available for reinvestment and sales proceeds have
been adversely affected by market conditions. These market conditions have
resulted in a slower than anticipated rate of reinvestment. Market conditions
are discussed more fully under "Results of Operations." A slower rate of
reinvestment will, over time, affect the size of the Partnership's container
fleet. Furthermore, even with reinvestment, the Partnership is not likely to be
able to replace all the containers it sells, since new container prices are
usually higher than the average sales price for a used container, and the
majority of cash available for reinvestment is from sales proceeds.
Results of Operations
The Partnership's income from operations, which consists primarily of rental
income less costs and expenses (including container depreciation, direct
container expenses, management fees, and reimbursement of administrative
expenses) was directly related to the size of the container fleet during the
years ended December 31, 2002, 2001 and 2000, 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:
2002 2001 2000
---- ---- ----
Beginning container fleet........... 31,411 33,062 32,876
Ending container fleet.............. 28,024 31,411 33,062
Average container fleet............. 29,718 32,237 32,969
The average container fleet decreased 8% and 2% from the years ended December
31, 2001 to 2002 and December 31, 2000 to 2001, respectively, primarily due to
sales of containers. Although, sales proceeds were used to purchase additional
containers, fewer containers were bought than sold as used container sales
prices were lower than new container prices. The Partnership's primary source of
funds for container purchases is these sales proceeds. The rate of decline in
average fleet size may fluctuate due to timing differences in the purchase and
sale of containers and fluctuations in container sale and purchase prices during
each period.
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, resulting in the
continuing decline in the average container fleet. This trend is expected to
continue. 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 65%, 60% and 77% on average during the years
ended December 31, 2002, 2001 and 2000, respectively. The remaining container
fleet is off-lease and is located primarily at a large number of storage depots.
At December 31, 2002 and 2001, utilization was 83% and 53%, respectively, and
the Partnership's off-lease containers (in units) were located in the following
locations:
2002 2001
---- ----
Americas 2,633 3,296
Europe 1,334 2,017
Asia 651 8,647
Other 110 189
----- ------
Total off-lease containers 4,728 14,149
===== ======
At December 31, 2002 approximately 5% of the Partnership's off-lease containers
had been specifically identified as for sale.
In addition to utilization, rental income is affected by daily rental rates. The
average daily rental rate decreased 11% between the periods. The decrease in the
average rental rate was due to declines in both master and long term lease
rates, which are the two principal types of leases for the Partnership's
containers. The majority of the Partnership's rental income was generated from
leasing of the Partnership's containers under master operating leases, but an
increasing percentage of the Partnership's containers are on lease under long
term leases. At December 31, 2002, approximately 29% of the Partnership's
containers were on lease under long term leases. Long term leases generally have
lower rental rates than master leases because the lessees have contracted to
lease the containers for several years and cannot return the containers prior to
the termination date without a penalty. Fluctuations in rental rates under
either type of lease generally will affect the Partnership's operating results.
The following is a comparative analysis of the results of operations for the
years ended December 31, 2002, 2001 and 2000.
The Partnership's loss from operations for the years ending December 31, 2002
and 2001 was $3,870 and $2,124, respectively, on rental income of $11,779 and
$13,693, respectively. The decrease in rental income of $1,914, or 14%, from the
year ended December 31, 2001, to the comparable period in 2002 was 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 $1,776, or 15%, primarily due to decreases in average rental
rates of 11% and the average container fleet of 8%, offset by an increase in
average on-hire utilization of 8%.
The Partnership's (loss) income from operations for the years ending December
31, 2001 and 2000 was ($2,124) and $2,961, respectively, on rental income of
$13,693 and $17,525, respectively. The decrease in rental income of $3,832, or
22%, from the year ended December 31, 2000, to the comparable period in 2001 was
attributable to a decrease in container rental income, offset by an increase in
other rental income. Income from container rentals decreased $3,996, or 25%,
primarily due to the decreases in average on-hire utilization of 22%, average
rental rates of 3%, and average container fleet of 2%.
In the fourth quarter of 2000, utilization began to decline and continued to
decline during 2001 and the beginning of 2002. This decline was due to lower
overall demand by shipping lines for leased containers, which was primarily a
result of the worldwide economic slowdown. Two other factors reduced the demand
for leased containers. Shipping lines added larger vessels to their fleets,
which combined with lower cargo volume growth, made it easier for them to use
otherwise empty vessel space to reposition their own containers back to high
demand locations. Additionally, in anticipation of the delivery of these new,
larger vessels, many shipping lines placed large orders for new containers in
2000 and 2001, thus temporarily reducing their need to lease containers. These
orders for additional containers are part of a general increase in vessel
capacity for the shipping lines. This increase in vessel capacity amounted to
12% in 2001 and 10% in 2002.
Utilization has improved steadily since March 2002 through the end of 2002 due
to:
o An increase in export cargo out of Asia
o Prior repositioning of containers to Asia which placed large quantities of
containers in areas of high demand
o Disposal of older containers and fewer purchases of new containers by both
container lessors and shipping lines in 2001 and 2002, resulting in an
overall better-balanced supply of containers
o The labor disagreement that affected U.S. West Coast ports in the third
and part of the fourth quarter had short-term positive effects on demand
for containers as shipping lines were not able to reposition enough
containers to Asia and had to lease more containers to meet their
customers' demands
Although utilization appears to have stabilized in the beginning of 2003, the
General Partners caution that market conditions could deteriorate again due to
global economic conditions. Demand for leased containers could therefore weaken
again and result in a decrease in utilization and further declines in lease
rates and container sale prices, adversely affecting the Partnership's operating
results.
Despite the improvement in utilization, the Partnership continues to sell
(rather than reposition) some older containers located in low demand locations.
For the number of off-lease containers located in the lower demand locations in
the Americas and Europe, see chart above. The decision to sell containers is
based on the current expectation that the economic benefit of selling these
containers is greater than the estimated economic benefit of continuing to own
these containers. The majority of the containers sold are older containers. The
expected economic benefit of continuing to own these older containers is
significantly less than that of newer containers. This is due to their shorter
remaining marine life, the cost to reposition them, and the shipping lines'
preference for leasing newer containers when they have a choice.
Once the decision was made to sell containers, the Partnership wrote down the
value of these specifically identified containers when the carrying value was
greater than the container's estimated fair value, which was based on recent
sales prices less cost of sales. Due to declines in container sales prices, the
actual sales prices received on some containers were lower than the estimates
used for the write-down, resulting in the Partnership incurring losses upon the
sale of some of these containers. Until market conditions improve, the
Partnership may incur further write-downs and/or losses on the sale of such
containers before they reach the end of their useful life. The Partnership will
continue to evaluate whether additional write-downs are necessary for its
container rental equipment.
Other rental income consists of other lease-related items, primarily income from
charges to lessees for dropping off containers in surplus locations less credits
granted to lessees for leasing containers from surplus locations (location
income), income from charges to lessees for handling related to leasing and
returning containers (handling income) and income from charges to lessees for a
Damage Protection Plan (DPP). For the year ended December 31, 2002, other rental
income was $1,760, a decrease of $138 from the equivalent period in 2001. The
decrease was primarily due to decreases in location and DPP income of $154 and
$127, respectively, offset by the increase in handling income of $144. The
decrease in location income was primarily due to the decrease in charges to
lessees for dropping off containers in surplus locations, offset by the decline
in credits granted to lessees for picking up containers from surplus locations.
DPP income declined due to a decrease in the average DPP price charged per
container and fluctuations in the number of containers covered under DPP. The
increase in handling income was due to increases in container movement and the
average handling charged per container.
For the year ended December 31, 2001, other rental income was $1,898, an
increase of $164 from the equivalent period in 2000. The increase was primarily
due to the increase in location income of $311, offset by the decrease in
handling income of $132. The increase in location income was primarily due to
(i) the decline in credits granted to lessees for picking up containers from
surplus locations as there were fewer lease-out opportunities for which credits
could be offered and (ii) the increase in charges to lessees for dropping
containers in certain locations. The decline in handling income was primarily
due to the decline in container movement, and was partially offset by the
increase in the average handling charge per container.
Direct container expenses decreased $1,658, or 30% from the year ended December
31, 2001, to the same period in 2002. The decrease was primarily due to
decreases in repositioning, storage, DPP and maintenance expenses of $833, $575,
$134 and $130, respectively. Repositioning expense decreased primarily due to
the decrease in the average cost to reposition containers primarily due to
shorter, less expensive repositioning moves made during the year ended December
31, 2002 compared to the same period in 2001. Storage expense decreased due to
the increase in average utilization noted above and a lower average storage cost
per container. DPP expense declined primarily due to the decrease in the average
DPP repair cost per container. Maintenance expense decreased due to the decrease
in the number of containers requiring maintenance and a decrease in the average
maintenance cost per container.
Direct container expenses increased $613, or 13% from the year ended December
31, 2000, to the same period in 2001. The increase was primarily due to an
increase in storage expense of $1,250, offset by decreases in repositioning and
handling expenses of $428 and $123, respectively. Storage expense increased due
to the decline in average utilization noted above and a higher average storage
cost per container. Repositioning expense decreased due to a decrease in the
number of containers repositioned, and a decrease in the average cost to
reposition containers. Handling expense decreased due to the decrease in
container movement and a decrease in the average handling cost per container.
Bad debt expense (benefit) was $20, ($25) and ($120) for the years ended
December 31, 2002, 2001 and 2000, respectively. Fluctuations in bad debt expense
(benefit) reflect the adjustment to the bad debt allowance and are based on
management's then current estimates of the portion of accounts receivable that
may not be collected, and which will not be covered by insurance. These
estimates are based primarily on management's current assessment of the
financial condition of the Partnership's lessees and their ability to make their
required payments. The expense recorded for the year ended December 31, 2002
reflects the addition to bad debt allowance, after deductions had been taken
against the reserve. The benefits recorded during the years ended December 31,
2001 and 2000 reflect lower reserve estimates from December 31, 2000 and 1999.
Depreciation expense increased $251, or 4% from the year ended December 31, 2001
to 2002. The increase was primarily due to an increase in the depreciation rate
as a result of changes in estimated salvage values as discussed below, offset by
a decrease in average fleet size. Depreciation expense decreased $115, or 2%,
from the year ended December 31, 2000 to 2001 primarily due to the decline in
average fleet size.
Effective July 1, 2002, the Partnership revised its estimate for container
salvage value from a percentage of equipment cost to an estimated residual
dollar value. The effect of this change for the year ended December 31, 2002 was
an increase to depreciation expense of $1,011. The Partnership will evaluate the
estimated residual values and remaining estimated useful lives on an on-going
basis and will revise its estimates as needed. As a result, depreciation expense
may fluctuate in future periods based on fluctuations in these estimates. If
estimates regarding residual value and remaining useful life of the containers
were to decline, depreciation expense would increase, adversely affecting the
Partnership's operating results.
New container prices steadily declined from 1995 through 1999. Although
container prices increased in 2000, these prices declined again in 2001 and have
remained low during 2002. As a result, the cost of new containers purchased in
recent years is significantly less than the average cost of containers purchased
in prior years. The Partnership evaluated the recoverability of the recorded
amount of container rental equipment at December 31, 2002 and 2001 for
containers to be held for continued use and determined that a reduction to the
carrying value of these containers was not required. The Partnership also
evaluated the recoverability of the recorded amount of containers identified for
sale in the ordinary course of business and determined that a reduction to the
carrying value of these containers was required. The Partnership wrote down the
value of these containers to their estimated fair value, which was based on
recent sales prices less cost of sales. During the years ended December 31,
2002, 2001 and 2000, the Partnership recorded write-down expenses of $1,715,
$954 and $249, respectively, on 2,150, 1,284 and 344 containers identified for
sale and requiring a reserve. During the year ended December 31, 2002, the
Partnership also transferred 503 containers from containers identified for sale
to containers held for continued use due to the improvement in demand for leased
containers in Asia. There were no transfers during the years ended December 31,
2001 and 2000. At December 31, 2002 and 2001, the net book value of the 244 and
841 containers identified as for sale was $233 and $753, respectively.
The Partnership sold 2,234 of these previously written down containers for a
loss of $77 during the year ended December 31, 2002, and sold 612 previously
written down containers for a loss of $39 during the same period in 2001. During
the year ended December 31, 2000, the Partnership sold 320 previously written
down containers for a loss of $9. The Partnership incurred losses on the sale of
some containers previously written down as the actual sales prices received on
these containers were lower than the estimates used for the write-downs.
The Partnership also sold containers that had not been written down and recorded
losses of $1,031, $466 and $80 during the years ended December 31, 2002, 2001
and 2000, respectively.
As more containers are subsequently identified for sale or if container sales
prices decline, the Partnership may incur additional write-downs on containers
and/or may incur losses on the sale of containers. The Partnership will continue
to evaluate the recoverability of the recorded amount of container rental
equipment and cautions that a write-down of container rental equipment may be
required in future periods for some of its container rental equipment.
Management fees to affiliates decreased $232 or 18% and $312 or 19%, from the
years ended December 31, 2001 to 2002 and December 31, 2000 to 2001,
respectively. The decreases were due to decreases in both equipment and
incentive management fees. Equipment management fees decreased due to the
decrease in rental income, upon which equipment management fees are primarily
based. These fees were approximately 7% of rental income for these periods.
Incentive management fees, which are based on the Partnership's limited and
general partner distributions made from cash from operations and partners'
capital decreased primarily due to (i) the decrease in the amount of
distributions paid from cash from operations and (ii) decreases in partners'
capital due to redemptions of limited partners units.
General and administrative costs to affiliates decreased $77, or 11%, and $147,
or 17%, from the years ended December 31, 2001 to 2002 and December 31, 2000 to
2001, respectively. These decreases were primarily due to decreases in the
allocation of overhead costs from TEM, as the Partnership represented a smaller
portion of the total fleet managed by TEM.
The Partnership Agreement provides for the ongoing payment to the General
Partners of the management fees and the reimbursement of the expenses discussed
above. Since these fees and expenses are established by the Agreement, they
cannot be considered the result of arms' length negotiations with third parties.
The Partnership Agreement was formulated at the Partnership's inception and was
part of the terms upon which the Partnership solicited investments from its
limited partners. The business purpose of paying the General Partners these fees
is to compensate the General Partners for the services they render to the
Partnership. Reimbursement for expenses is made to offset some of the costs
incurred by the General Partners in managing the Partnership and its container
fleet. More details about these fees and expenses are included in footnote 2 to
the Financial Statements.
Other general and administrative costs increased $114, or 58% and $26, or 15%,
from the years ended December 31, 2001 to 2002 and December 31, 2000 to 2001,
respectively. The increases were primarily due to increases in other service
fees between the periods.
Loss on sale of containers increased $603 and $416 from the years ended December
31, 2001 to 2002 and December 31, 2000 to 2001, respectively. These increases
were primarily due to the Partnership selling more containers at lower average
sales prices.
Net loss per limited partnership unit increased from $0.32 to $0.59 for the
years ended December 31, 2001 and 2002, respectively, reflecting the increase in
net loss allocated to limited partners from $2,119 to $3,908 respectively. Net
earnings (loss) per limited partnership unit fluctuated from earnings of $0.45
to a loss of $0.32 for the years ended December 31, 2000 and 2001, respectively,
reflecting the fluctuations in net earnings (loss) allocated to limited partners
from earnings of $3,082 to a loss of $2,119 respectively. The allocation of net
earnings (loss) for the years ended December 31, 2002, 2001 and 2000, included a
special allocation of gross income to the General Partners of $107, $107 and
$68, respectively, in accordance with the Partnership Agreement.
Critical Accounting Policies and Estimates
The Partnership's discussion and analysis of its financial condition and results
of operations are based upon the Partnership's financial statements, which have
been prepared in accordance with accounting principles generally accepted in the
United States of America. Certain estimates and assumptions were made by the
Partnership's management that affect the reported amounts of assets and
liabilities and disclosures of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenue and expenses during
the reporting period. The Partnership's management evaluates its estimates on an
on-going basis, including those related to the container rental equipment,
accounts receivable and accruals.
These estimates are based on historical experience and on various other
assumptions that are believed to be reasonable under the circumstances, the
results of which form the basis for making judgments regarding the carrying
values of assets and liabilities. Actual results could differ from those
estimates under different assumptions or conditions.
The Partnership's management believes the following critical accounting policies
affect its more significant judgments and estimates used in the preparation of
its financial statements.
The Partnership maintains allowances for doubtful accounts for estimated losses
resulting from the inability of its lessees to make required payments. These
allowances are based on management's current assessment of the financial
condition of the Partnership's lessees and their ability to make their required
payments. If the financial condition of the Partnership's lessees were to
deteriorate, resulting in an impairment of their ability to make payments,
additional allowances may be required, which would adversely affect the
Partnership's operating results.
The Partnership depreciates its container rental equipment based on certain
estimates related to the container's useful life and salvage value. These
estimates are based upon assumptions about future demand for leased containers
and the estimated sales price at the end of the container's useful life.
Effective July 1, 2002, the Partnership revised its estimate for container
salvage value from a percentage of equipment cost to an estimated dollar
residual value, reflecting current expectations of ultimate residual values. The
Partnership will evaluate the estimated residual values and remaining estimated
useful lives on an on-going basis and will revise its estimates as needed. As a
result, depreciation expense may fluctuate in future periods based on
fluctuations in these estimates. If the estimates regarding residual value and
remaining useful life of the containers were to decline, depreciation expense
would increase, adversely affecting the Partnership's operating results.
Additionally, the recoverability of the recorded amounts of containers to be
held for continued use and identified for sale in the ordinary course of
business are evaluated to ensure that containers held for continued use are not
impaired and that containers identified for sale are recorded at amounts that do
not exceed the estimated fair value of the containers. Containers to be held for
continued use are considered impaired and are written down to estimated fair
value when the estimated future undiscounted cash flows are less than the
recorded values. Containers identified for sale are written down to estimated
fair value when the recorded value exceeds the estimated fair value. In
determining the estimated future undiscounted cash flows and fair value of
containers, assumptions are made regarding future demand and market conditions
for leased containers and the sales prices for used containers. If actual market
conditions are less favorable than those projected or if actual sales prices are
lower than those estimated by the Partnership, additional write-downs may be
required and/or losses may be realized. Any additional write-downs or losses
would adversely affect the Partnership's operating results.
Accounting Pronouncements
In April 2002, the FASB issued SFAS No. 145, "Rescission of FASB Statement No.
4, 44 and 64, Amendment of FASB Statement No. 13, and Technical Corrections."
SFAS No. 145 rescinds FASB Statement No. 4, "Reporting Gains and Losses of Debt
Extinguishments" and an amendment of that Statement, FASB Statement No. 64. SFAS
No. 145 also rescinds FASB Statement No. 44, "Accounting for Intangible Assets
of Motor Carriers." FASB 145 also amends FASB Statement No. 13, "Accounting for
Leases", to eliminate an inconsistency between the required accounting for
sale-leaseback transactions and the required accounting for certain lease
modifications that have economic effects similar to sale-leaseback transactions.
These rescissions and amendment are not anticipated to have a material impact on
the financial statements of the Partnership.
In June 2002, the FASB issued SFAS No. 146 "Accounting for Costs Associated With
Exit or Disposal Activities". SFAS No. 146 addresses financial accounting and
reporting for costs associated with exit or disposal activities and nullifies
Emerging Issues Task Force (EITF) Issue No. 94-3 "Liability Recognition for
Certain Employee Termination Benefits and Other Costs to Exit an Activity
(including Certain Costs Incurred in a Restructuring)." This Statement requires
that a liability for a cost associated with an exit or disposal activity be
recognized when the liability is incurred. The provisions of this Statement are
effective for exit or disposal activities that are initiated after December 31,
2002, with early application encouraged. The Partnership anticipates that the
adoption of SFAS No. 146 will not have a material impact on its financial
statements.
Risk Factors and Forward Looking Statements
Although substantially all of the Partnership's income from operations is
derived from assets employed in foreign operations, virtually all of this income
is denominated in United States dollars. The Partnership's customers are
international shipping lines, which transport goods on international trade
routes. The domicile of the lessee is not indicative of where the lessee is
transporting the containers. The Partnership's business risk in its foreign
operations lies with the creditworthiness of the lessees, and the Partnership's
ability to keep its containers under lease, rather than the geographic location
of the containers or the domicile of the lessees. The containers are generally
operated on the international high seas rather than on domestic waterways. The
containers are subject to the risk of war or other political, economic or social
occurrence where the containers are used, which may result in the loss of
containers, which, in turn, may have a material impact on the Partnership's
results of operations and financial condition.
Other risks of the Partnership's leasing operations include competition, the
cost of repositioning containers after they come off-lease, the risk of an
uninsured loss, including bad debts, increases in maintenance expenses or other
costs of operating the containers, and the effect of world trade, industry
trends and/or general business and economic cycles on the Partnership's
operations. See "Risk Factors" in the Partnership's Prospectus, as supplemented,
for additional information on risks of the Partnership's business. See "Critical
Accounting Policies and Estimates" above for information on the Partnership's
critical accounting policies and how changes in those estimates could adversely
affect the Partnership's results of operations.
The foregoing includes forward-looking statements and predictions about possible
or future events, results of operations and financial condition. These
statements and predictions may prove to be inaccurate, because of the
assumptions made by the Partnership or the General Partners or the actual
development of future events. No assurance can be given that any of these
forward-looking statements or predictions will ultimately prove to be correct or
even substantially correct. The risks and uncertainties in these forward-looking
statements include, but are not limited to, changes in demand for leased
containers, changes in global business conditions and their effect on world
trade, future modifications in the way in which the Partnership's lessees
conduct their business or of the profitability of their business, increases or
decreases in new container prices or the availability of financing therefor,
alterations in the costs of maintaining and repairing used containers, increases
in competition, changes in the Partnership's ability to maintain insurance for
its containers and its operations, the effects of political conditions on
worldwide shipping and demand for global trade or of other general business and
economic cycles on the Partnership, as well as other risks detailed herein and
from time to time in the Partnership's filings with the Securities and Exchange
Commission. The Partnership does not undertake any obligation to update
forward-looking statements.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Inapplicable.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Attached pages 16 to 29.
Independent Auditors' Report
----------------------------
The Partners
Textainer Equipment Income Fund IV, L.P.:
We have audited the accompanying balance sheets of Textainer Equipment Income
Fund IV, L.P. (a California limited partnership) as of December 31, 2002 and
2001, the related statements of operations, partners' capital and cash flows for
each of the years in the three-year period ended December 31, 2002. These
financial statements are the responsibility of the Partnership's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Textainer Equipment Income Fund
IV, L.P. as of December 31, 2002 and 2001, and the results of its operations,
its partners' capital and its cash flows for each of the years in the three-year
period ended December 31, 2002 in conformity with accounting principles
generally accepted in the United States of America.
/s/ KPMG LLP
San Francisco, California
February 14, 2003
TEXTAINER EQUIPMENT INCOME FUND IV, L.P.
(a California Limited Partnership)
Balance Sheets
December 31, 2002 and 2001
(Amounts in thousands)
- ----------------------------------------------------------------------------------------------------------------
2002 2001
--------------- ---------------
Assets
Container rental equipment, net of accumulated
depreciation of $51,768 (2001: $53,901) (note1(e)) $ 41,630 $ 53,612
Cash 2,339 1,841
Accounts receivable, net of allowance
for doubtful accounts of $164 (2001: $218) 3,107 3,021
Due from affiliates, net (note 2) 84 406
Prepaid expenses 40 18
--------------- ---------------
$ 47,200 $ 58,898
=============== ===============
Liabilities and Partners' Capital
Liabilities:
Accounts payable $ 296 $ 690
Accrued liabilities 430 264
Accrued damage protection plan costs (note 1(k)) 246 199
Warranty claims (note 1(l)) 232 293
Accrued recovery costs (note 1(j)) 184 226
Deferred quarterly distributions (note 1(g)) 83 81
--------------- ---------------
Total liabilities 1,471 1,753
--------------- ---------------
Partners' capital:
General partners - -
Limited partners 45,729 57,145
--------------- ---------------
Total partners' capital 45,729 57,145
--------------- ---------------
$ 47,200 $ 58,898
=============== ===============
See accompanying notes to financial statements
TEXTAINER EQUIPMENT INCOME FUND IV, L.P.
(a California Limited Partnership)
Statements of Operations
Years ended December 31, 2002, 2001 and 2000
(Amounts in thousands except for unit and per unit amounts)
- ----------------------------------------------------------------------------------------------------------------------------
2002 2001 2000
----------------- ----------------- -----------------
Rental income $ 11,779 $ 13,693 $ 17,525
----------------- ----------------- -----------------
Costs and expenses:
Direct container expenses 3,811 5,469 4,856
Bad debt expense (benefit) 20 (25) (120)
Depreciation (note 1(e)) 6,920 6,669 6,784
Write-down of containers (note 1(e)) 1,715 954 249
Professional fees 57 32 60
Management fees to affiliates (note 2) 1,063 1,295 1,607
General and administrative costs to affiliates (note 2) 646 723 870
Other general and administrative costs 309 195 169
Loss on sale of containers (note 1 (e)) 1,108 505 89
----------------- ----------------- -----------------
15,649 15,817 14,564
----------------- ----------------- -----------------
(Loss) income from operations (3,870) (2,124) 2,961
----------------- ----------------- -----------------
Interest income 31 92 221
----------------- ----------------- -----------------
Net (loss) earnings $ (3,839) $ (2,032) $ 3,182
================= ================= =================
Allocation of net (loss) earnings (note 1(g)):
General partners $ 69 $ 87 $ 100
Limited partners (3,908) (2,119) 3,082
----------------- ----------------- -----------------
$ (3,839) $ (2,032) $ 3,182
================= ================= =================
Limited partners' per unit share
of net (loss) earnings $ (0.59) $ (0.32) $ 0.45
================= ================= =================
Limited partners' per unit share
of distributions $ 1.00 $ 1.23 $ 1.40
================= ================= =================
Weighted average number of limited
partnership units outstanding (note 1(m)) 6,633,981 6,718,741 6,775,430
================= ================= =================
See accompanying notes to financial statements
TEXTAINER EQUIPMENT INCOME FUND IV, L.P.
(a California Limited Partnership)
Statements of Partners' Capital
Years ended December 31, 2002, 2001 and 2000
(Amounts in thousands)
- --------------------------------------------------------------------------------------------------------------------------
Partners' Capital
------------------------------------------------------
General Limited Total
-------------- -------------- ---------------
Balances at December 31, 1999 $ - $ 74,637 $ 74,637
Distributions (100) (9,492) (9,592)
Redemptions (note 1(n)) - (439) (439)
Net earnings 100 3,082 3,182
-------------- -------------- ---------------
Balances at December 31, 2000 - 67,788 67,788
-------------- -------------- ---------------
Distributions (87) (8,290) (8,377)
Redemptions (note 1(n)) - (234) (234)
Net (loss) earnings 87 (2,119) (2,032)
-------------- -------------- ---------------
Balances at December 31, 2001 - 57,145 57,145
-------------- -------------- ---------------
Distributions (69) (6,648) (6,717)
Redemptions (note 1(n)) - (860) (860)
Net (loss) earnings 69 (3,908) (3,839)
-------------- -------------- ---------------
Balances at December 31, 2002 $ - $ 45,729 $ 45,729
============== ============== ===============
See accompanying notes to financial statements
TEXTAINER EQUIPMENT INCOME FUND IV, L.P.
(a California Limited Partnership)
Statements of Cash Flows
Years ended December 31, 2002, 2001 and 2000
(Amounts in thousands)
- ------------------------------------------------------------------------------------------------------------------------------------
2002 2001 2000
------------ ------------- -------------
Cash flows from operating activities:
Net (loss) earnings $ (3,839) $ (2,032) $ 3,182
Adjustments to reconcile net (loss) earnings to
net cash provided by operating activities:
Depreciation and container write-down (note 1(e)) 8,635 7,623 7,033
Decrease in allowance for doubtful accounts (54) (105) (426)
Loss on sale of containers 1,108 505 89
Decrease (increase) in assets:
Accounts receivable 179 816 1,047
Prepaid expenses (22) (1) 3
Due from affiliates, net (98) 786 10
(Decrease) increase in liabilities:
Accounts payable & accrued liabilities (228) (83) 232
Accrued recovery costs (42) 7 33
Accrued damage protection plan costs 47 (167) (178)
Warranty claims (61) (61) (61)
------------- ------------- -------------
Net cash provided by operating activities 5,625 7,288 10,964
------------- ------------- -------------
Cash flows from investing activities:
Proceeds from sale of containers 4,052 1,709 1,798
Container purchases (1,602) (1,687) (2,201)
------------- ------------- -------------
Net cash provided by (used in) investing activities 2,450 22 (403)
------------- ------------- -------------
Cash flows from financing activities:
Redemptions of limited partnership units (860) (234) (439)
Distributions to partners (6,717) (8,418) (9,599)
------------- ------------- -------------
Net cash used in financing activities (7,577) (8,652) (10,038)
------------- ------------- -------------
Net increase (decrease) in cash 498 (1,342) 523
Cash at beginning of period 1,841 3,183 2,660
------------- ------------- -------------
Cash at end of period $ 2,339 $ 1,841 $ 3,183
============= ============= =============
See accompanying notes to financial statements
TEXTAINER EQUIPMENT INCOME FUND IV, L.P.
(a California Limited Partnership)
Statements of Cash Flows - Continued
Years ended December 31, 2002, 2001 and 2000
(Amounts in thousands)
- --------------------------------------------------------------------------------
Supplemental Disclosures:
Supplemental schedule of non-cash investing and financing activities:
The following table summarizes the amounts of container purchases, distributions
to partners and proceeds from sale of containers which had not been paid or
received by the Partnership as of December 31, 2002, 2001, 2000 and 1999,
resulting in differences in amounts recorded and amounts of cash disbursed or
received by the Partnership, as shown in the Statements of Cash Flows.
2002 2001 2000 1999
---- ---- ---- ----
Container purchases included in:
Due to affiliates..................................... $ - $ 27 $ - $ -
Container purchases payable........................... - - 1,098 -
Distributions to partners included in:
Due to affiliates..................................... 5 7 8 9
Deferred quarterly distributions...................... 83 81 121 127
Proceeds from sale of containers included in:
Due from affiliates................................... 318 767 253 270
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
years ended December 31, 2002, 2001 and 2000.
2002 2001 2000
---- ---- ----
Container purchases recorded......................................... $1,575 $ 616 $3,299
Container purchases paid............................................. 1,602 1,687 2,201
Distributions to partners declared................................... 6,717 8,377 9,592
Distributions to partners paid....................................... 6,717 8,418 9,599
Proceeds from sale of containers recorded............................ 3,603 2,223 1,781
Proceeds from sale of containers received............................ 4,052 1,709 1,798
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 years ended December
31, 2002, 2001 and 2000 were $211, $100 and $211, respectively.
See accompanying notes to financial statements
TEXTAINER EQUIPMENT INCOME FUND IV, L.P.
(a California Limited Partnership)
Notes to Financial Statements
Years ended December 31, 2002, 2001 and 2000
(Amounts in thousands except for unit and per unit amounts)
- --------------------------------------------------------------------------------
Note 1. Summary of Significant Accounting Policies
(a) Nature of Operations
Textainer Equipment Income Fund IV, L.P. (TEIF IV or the Partnership), a
California limited partnership, with a maximum life of 20 years, was formed
on October 30, 1991. The Partnership was formed to engage in the business
of owning, leasing and selling both new and used equipment related to the
international containerized cargo shipping industry, including, but not
limited to, containers, trailers and other container-related equipment.
TEIF IV offered units representing limited partnership interests (Units) to
the public until April 30, 1994, the close of the offering period, when a
total of 6,845,903 Units had been purchased for a total of $136,918.
Textainer Financial Services Corporation (TFS) is the managing general
partner of the Partnership. TFS is a wholly-owned subsidiary of Textainer
Capital Corporation (TCC). Textainer Equipment Management Limited (TEM) and
Textainer Limited (TL) are associate general partners of the Partnership.
The managing general partner and the associate general partners are
collectively referred to as the General Partners and are commonly owned by
Textainer Group Holdings Limited (TGH). The General Partners also act in
this capacity for other limited partnerships. The General Partners manage
and control the affairs of the Partnership.
(b) Basis of Accounting
The Partnership utilizes the accrual method of accounting. Revenue is
recorded when earned according to the terms of the container rental
contracts. These contracts are classified as operating leases or direct
finance based on the criteria of Statement of Financial Accounting
Standards No. 13: "Accounting for Leases".
(c) Critical Accounting Policies and Estimates
Certain estimates and assumptions were made by the Partnership's management
that affect the reported amounts of assets and liabilities and disclosures
of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenue and expenses during the
reporting period. The Partnership's management evaluates its estimates on
an on-going basis, including those related to the container rental
equipment, accounts receivable and accruals.
These estimates are based on historical experience and on various other
assumptions that are believed to be reasonable under the circumstances, the
results of which form the basis for making judgments regarding the carrying
values of assets and liabilities. Actual results could differ from those
estimates under different assumptions or conditions.
The Partnership's management believes the following critical accounting
policies affect its more significant judgments and estimates used in the
preparation of its financial statements.
The Partnership maintains allowances for doubtful accounts for estimated
losses resulting from the inability of its lessees to make required
payments. These allowances are based on management's current assessment of
the financial condition of the Partnership's lessees and their ability to
make their required payments. If the financial condition of the
Partnership's lessees were to deteriorate, resulting in an impairment of
their ability to make payments, additional allowances may be required.
The Partnership depreciates its container rental equipment based on certain
estimates related to the container's useful life and salvage value. These
estimates are based upon assumptions about future demand for leased
containers and the estimated sales price at the end of the container's
useful life. The Partnership will evaluate the estimated residual values
and remaining estimated useful lives on an on-going basis and will revise
its estimates as needed. As a result, depreciation expense may fluctuate in
future periods based on fluctuations in these estimates.
Additionally, the recoverability of the recorded amounts of containers to
be held for continued use and identified for sale in the ordinary course of
business are evaluated to ensure that containers held for continued use are
not impaired and that containers identified for sale are recorded at
amounts that do not exceed the estimated fair value of the containers.
Containers to be held for continued use are considered impaired and are
written down to estimated fair value when the estimated future undiscounted
cash flows are less than the recorded values. Containers identified for
sale are written down to estimated fair value when the recorded value
exceeds the estimated fair value. In determining the estimated future
undiscounted cash flows and fair value of containers, assumptions are made
regarding future demand and market conditions for leased containers and the
sales prices for used containers. If actual market conditions are less
favorable than those projected or if actual sales prices are lower than
those estimated by the Partnership, additional write-downs may be required
and/or losses may be realized.
(d) Fair Value of Financial Instruments
In accordance with Statement of Financial Accounting Standards No. 107,
"Disclosures about Fair Value of Financial Instruments," the Partnership
calculates the fair value of financial instruments and includes this
additional information in the notes to the financial statements when the
fair value is different than the book value of those financial instruments.
At December 31, 2002 and 2001, the fair value of the Partnership's
financial instruments (cash, accounts receivable and current liabilities)
approximates the related book value of such instruments.
(e) Container Rental Equipment
Container rental equipment is recorded at the cost of the assets purchased,
which includes acquisition fees, less accumulated depreciation charged.
Through June 30, 2002 depreciation of new containers was computed using the
straight-line method over an estimated useful life of 12 years to a 28%
salvage value. Used containers were depreciated based upon their estimated
remaining useful life at the date of acquisition (from 2 to 11 years).
Effective July 1, 2002, the Partnership revised its estimate for container
salvage value from a percentage of equipment cost to an estimated dollar
residual value, reflecting current expectations of ultimate residual
values. The effect of this change for the year ended December 31, 2002 was
an increase to depreciation expense of $1,011. The Partnership will
evaluate the estimated residual values and remaining estimated useful lives
on an on-going basis and will revise its estimates as needed. As a result,
depreciation expense may fluctuate in future periods based on fluctuations
in these estimates. When assets are retired or otherwise disposed of, the
cost and related accumulated depreciation are removed from the equipment
accounts and any resulting gain or loss is recognized in income for the
period.
In accordance with Statement of Financial Accounting Standards No. 144,
"Accounting for the Impairment or Disposal of Long-Lived Assets" (SFAS
144), the Partnership periodically compares the carrying value of the
containers to expected future cash flows for the purpose of assessing the
recoverability of the recorded amounts. If the carrying value exceeds
expected future cash flows, the assets are written down to estimated fair
value. In addition, containers identified for disposal are recorded at the
lower of carrying amount or fair value less cost to sell.
New container prices steadily declined from 1995 through 1999. Although
container prices increased in 2000, these prices declined again in 2001 and
have remained low during 2002. As a result, the cost of new containers
purchased in recent years is significantly less than the average cost of
containers purchased in prior years. The Partnership evaluated the
recoverability of the recorded amount of container rental equipment at
December 31, 2002 and 2001 for containers to be held for continued use and
determined that a reduction to the carrying value of these containers was
not required. The Partnership also evaluated the recoverability of the
recorded amount of containers identified for sale in the ordinary course of
business and determined that a reduction to the carrying value of these
containers was required. The Partnership wrote down the value of these
containers to their estimated fair value, which was based on recent sales
prices less cost of sales. During the years ended December 31, 2002, 2001
and 2000, the Partnership recorded write-down expenses of $1,715, $954 and
$249, respectively, on 2,150, 1,284 and 344 containers identified for sale
and requiring a reserve. During the year ended December 31, 2002, the
Partnership also transferred 503 containers from containers identified for
sale to containers held for continued use due to the improvement in demand
for leased containers in Asia. There were no transfers during the years
ended December 31, 2001 and 2000. At December 31, 2002 and 2001, the net
book value of the 244 and 841 containers identified as for sale was $233
and $753, respectively.
The Partnership sold 2,234 of these previously written down containers for
a loss of $77 during the year ended December 31, 2002, and sold 612
previously written down containers for a loss of $39 during the same period
in 2001. During the year ended December 31, 2000, the Partnership sold 320
previously written down containers for a loss of $9. The Partnership
incurred losses on the sale of some containers previously written down as
the actual sales prices received on these containers were lower than the
estimates used for the write-downs.
The Partnership also sold containers that had not been written down and
recorded losses of $1,031, $466 and $80 during the years ended December 31,
2002, 2001 and 2000, respectively.
As more containers are subsequently identified for sale or if container
sales prices decline, the Partnership may incur additional write-downs on
containers and/or may incur losses on the sale of containers. The
Partnership will continue to evaluate the recoverability of the recorded
amount of container rental equipment.
(f) Nature of Income from Operations
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 that 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 rather
than the geographic location of the containers or the domicile of the
lessees.
No single lessee generated lease revenue for the years ended December 31,
2002, 2001 and 2000 which was 10% or more of the total revenue of the
Partnership.
(g) Allocation of Net Earnings (Loss) and Partnership Distributions
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 (loss) 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.
Actual cash distributions to the Limited Partners differ from the allocated
net earnings (losses) as presented in these financial statements because
cash distributions are based on cash available for distribution. Cash
distributions are paid to the general and limited partners on a monthly
basis in accordance with the provisions of the Partnership Agreement. Some
limited partners have elected to have their distributions paid quarterly.
The Partnership has recorded deferred distributions of $83 and $81 at
December 31, 2002 and 2001, respectively.
(h) Income Taxes
The Partnership is not subject to income taxes. Accordingly, no provision
for income taxes has been made. The Partnership files federal and state
information returns only. Taxable income or loss is reportable by the
individual partners.
(i) Acquisition Fees
In accordance with the Partnership Agreement, acquisition fees equal to 5%
of the container purchase price were paid to TEM. These fees are
capitalized as part of the cost of the containers.
(j) Recovery Costs
The Partnership accrues an estimate for recovery costs as a result of
defaults under its leases that it expects to incur, which are in excess of
estimated insurance proceeds. At December 31, 2002 and 2001, the amounts
accrued were $184 and $226, respectively.
(k) 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, in return, has agreed to bear certain repair
costs. It is the Partnership's policy to recognize revenue when earned and
provide a reserve sufficient to cover the estimated future repair costs.
DPP expenses are included in direct container expenses in the Statements of
Operations and the related reserve at December 31, 2002 and 2001, was $246
and $199, respectively.
(l) Warranty Claims
During 1996 and 1995, the Partnership settled warranty claims against two
container manufacturers. The Partnership is amortizing the settlement
amounts over the remaining estimated useful lives of the applicable
containers (ten years), reducing maintenance and repair costs over that
time. At December 31, 2002 and 2001, the unamortized portion of the
settlement amount was $232 and $293, respectively.
(m) Limited Partners' Per Unit Share of Net Earnings (Loss) and
Distributions
Limited partners' per unit share of both net earnings (loss) and
distributions were computed using the weighted average number of units
outstanding during the years ended December 31, 2002, 2001 and 2000, which
were 6,633,981, 6,718,741, and 6,775,430, respectively.
(n) Redemptions
The following redemption offerings were consummated by the Partnership
during the years ended December 31, 2002, 2001 and 2000:
Units Average
Redeemed Redemption Price Amount Paid
-------- ---------------- -----------
Total Partnership redemptions as of
December 31, 1999..................... 52,113 $ 12.13 $ 632
------- -----
Year ended:
December 31, 2000................. 51,662 $ 8.50 439
December 31, 2001................. 28,162 $ 8.31 234
December 31, 2002................. 163,618 $ 5.26 860
------- -----
Total Partnership redemptions as of
December 31, 2002..................... 295,555 $ 7.33 $ 2,165
======= =====
The redemption price is fixed by formula in accordance with the
Partnership Agreement.
Note 2. Transactions with Affiliates
As part of the operation of the Partnership, the Partnership is to pay to
the General Partners an acquisition fee, an equipment management fee, an
incentive management fee and an equipment liquidation fee. These fees are
for various services provided in connection with the administration and
management of the Partnership. The Partnership capitalized $75, $29, and
$157 of container acquisition fees as a component of container costs during
the years ended December 31, 2002, 2001 and 2000, respectively. The
Partnership incurred $241, $340, and $399 of incentive management fees
during each of the three years ended December 31, 2002, 2001 and 2000,
respectively. There were no equipment liquidation fees were incurred during
these periods.
The Partnership's containers are managed by TEM. In its role as manager,
TEM has authority to acquire, hold, manage, lease, sell and dispose of the
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 December 31, 2002 and 2001.
Subject to certain reductions, TEM receives a monthly equipment management
fee equal to 7% of gross lease revenues attributable to master operating
leases and 2% of gross revenues attributable to full payout net leases.
These fees totaled $822, $955 and $1,208, respectively for the years ended
December 31, 2002, 2001 and 2000.
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 TFS and TEM. Total general and
administrative costs allocated to the Partnership were as follows:
2002 2001 2000
---- ---- ----
Salaries $ 409 $ 432 $ 450
Other 237 291 420
--- --- ---
Total general and
administrative costs $ 646 $ 723 $ 870
=== === ===
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. TFS allocates these costs based on
the ratio of the Partnership's containers to the total container fleet of
all limited partnerships managed by TFS. The General Partners allocated the
following general and administrative costs to the Partnership:
2002 2001 2000
---- ---- ----
TEM $ 559 $ 632 $ 758
TFS 87 91 112
--- --- ---
Total general and
administrative costs $ 646 $ 723 $ 870
=== === ===
The General Partners may acquire containers in their own name and hold
title on a temporary basis for the purpose of facilitating the acquisition
of such containers for the Partnership. The containers may then be resold
to the Partnership on an all-cash basis at a price equal to the actual
cost, as defined in the Partnership Agreement. One or more General Partners
may also arrange for the purchase of containers in its or their names, and
the Partnership may then take title to the containers by paying the seller
directly. In addition, the General Partners are entitled to an acquisition
fee for containers acquired by the Partnership under any of these
arrangements.
At December 31, 2002 and 2001, due from affiliates, net, is comprised of:
2002 2001
---- ----
Due from affiliates:
Due from TEM................. $ 174 $ 458
--- ---
Due to affiliates:
Due to TL.................... 1 1
Due to TCC................... 18 23
Due to TFS................... 71 28
--- ---
90 52
--- ---
Due from affiliates, net $ 84 $ 406
=== ===
These amounts receivable from and payable to affiliates were incurred in
the ordinary course of business between the Partnership and its affiliates
and represent timing differences in the accrual and remittance of expenses,
fees and distributions described above or in the accrual and remittance of
net rental revenues and container sales proceeds from TEM.
Note 3. Lease Rental Income (unaudited)
Leasing income arises principally from the renting of containers to various
international shipping lines. Revenue is recorded when earned according to
the terms of the container rental contracts. These contracts are typically
for terms of five years or less. The following is the lease mix of the
on-lease containers (in units) at December 31, 2002 and 2001:
2002 2001
---- ----
On-lease under master leases 16,499 12,021
On-lease under long-term leases 6,797 5,241
------ ------
Total on-lease containers 23,296 17,262
====== ======
Under master lease agreements, the lessee is not committed to lease a
minimum number of containers from the Partnership during the lease term and
may generally return any portion or all the containers to the Partnership
at any time, subject to certain restrictions in the lease agreement. Under
long-term lease agreements, containers are usually leased from the
Partnership for periods of between three to five years. Such leases are
generally cancelable with a penalty at the end of each twelve-month period.
Under direct finance leases, the containers are usually leased from the
Partnership for the remainder of the container's useful life with a
purchase option at the end of the lease term.
The remaining containers are off-lease and are being stored primarily at a
large number of storage depots. At December 31, 2002 and 2001, the
Partnership's off-lease containers were in the following locations:
2002 2001
---- ----
Americas 2,633 3,296
Europe 1,334 2,017
Asia 651 8,647
Others 110 189
----- ------
Total off-lease containers 4,728 14,149
===== ======
At December 31, 2002 approximately 5% of the Partnership's off-lease
containers had been specifically identified as for sale.
Note 4. Income Taxes
At December 31, 2002, 2001 and 2000, there were temporary differences of
$36,044, $47,769, and $55,481, respectively, between the financial
statement carrying value of certain assets and liabilities and the federal
income tax basis of such assets and liabilities. The reconciliation of net
income (loss) for financial statement purposes to net income for federal
income tax purposes for the years ended December 31, 2002, 2001 and 2000 is
as follows:
2002 2001 2000
---- ---- ----
Net (loss) income per financial statements............... $(3,839) $(2,032) $ 3,182
Decrease in provision for bad debt....................... (54) (105) (426)
Depreciation for federal income tax purposes
less than depreciation for
financial statement purposes......................... 6,904 5,324 3,681
Gain on sale of fixed assets for federal income
tax purposes in excess of gain/loss recognized
for financial statement purposes...................... 4,889 2,721 1,990
Increase (decrease) in damage protection plan costs...... 47 (167) (178)
Warranty reserve income for tax purposes in excess
of financial statement purposes....................... (61) (61) (61)
------- ------- -------
Net income for federal income tax purposes............... $ 7,886 $ 5,680 $ 8,188
======= ======= =======
TEXTAINER EQUIPMENT INCOME FUND IV, L.P.
(a California Limited Partnership)
Selected Quarterly Financial Data
- -------------------------------------------------------------------------------------------------------------------------
The following is a summary of selected quarterly financial data for the years ended
December 31, 2002, 2001 and 2000:
(Amounts in thousands)
2002 Quarters Ended
---------------------------------------------------------------
Mar. 31 June 30 Sept. 30 Dec. 31
---------------------------------------------------------------
Rental income $ 2,642 $ 2,632 $ 3,088 $ 3,417
(Loss) income from operations $(2,098) $(1,003) $ (990) $ 221
Net (loss) earnings $(2,089) $ (993) $ (984) $ 227
Limited partners' share of net (loss) earnings $(2,107) $(1,010) $(1,002) $ 211
Limited partners' share of distributions $ 1,678 $ 1,677 $ 1,654 $ 1,639
2001 Quarters Ended
---------------------------------------------------------------
Mar. 31 June 30 Sept. 30 Dec. 31
---------------------------------------------------------------
Rental income $ 3,878 $ 3,464 $ 3,362 $ 2,989
Loss from operations $ (94) $ (287) $ (289) $(1,454)
Net loss $ (55) $ (262) $ (272) $(1,443)
Limited partners' share of net loss $ (80) $ (287) $ (292) $(1,460)
Limited partners' share of distributions $ 2,355 $ 2,353 $ 1,904 $ 1,678
2000 Quarters Ended
---------------------------------------------------------------
Mar. 31 June 30 Sept. 30 Dec. 31
---------------------------------------------------------------
Rental income $ 4,431 $ 4,395 $ 4,318 $ 4,381
Income from operations $ 704 $ 886 $ 643 $ 728
Net earnings $ 748 $ 946 $ 707 $ 781
Limited partners' share of net earnings $ 723 $ 921 $ 682 $ 756
Limited partners' share of distributions $ 2,378 $ 2,378 $ 2,372 $ 2,364
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.
There have been none.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The Registrant has no officers or directors.
As described in the Prospectus, the Registrant's three original general partners
were TCC, TEM and Textainer Inc. (TI), which comprised the original Textainer
Group. Effective October 1, 1993, the Textainer Group restructured its
organization by forming a new holding company, Textainer Group Holdings Limited
(TGH), and the shareholders of the underlying companies which include the
General Partners accepted shares in TGH in exchange for their shares in the
individual companies. Textainer Financial Services Corporation (TFS) is the
Managing General Partner of the Partnership (prior to its name change on April
4, 1994, TFS was known as Textainer Capital Corporation). TFS is a wholly-owned
subsidiary of Textainer Capital Corporation (TCC) (prior to its name change on
April 4, 1994, TCC was known as Textainer (Delaware) Inc.). Textainer Equipment
Management Limited (TEM) is an Associate General Partner of the Partnership. TI
was an Associate General Partner of the Partnership through September 30, 1993
when it was replaced in that capacity by Textainer Limited (TL), pursuant to the
corporate restructuring effective October 1, 1993, which caused TFS, TEM and TL
to fall under the common ownership of TGH. Pursuant to this restructuring, TI
transferred substantially all of its assets including all of its rights and
duties as Associate General Partner to TL. This transfer was effective from
October 1, 1993. The end result was that TFS now serves as the Managing General
Partner and TEM and TL now serve as the Associate General Partners. The Managing
General Partner and Associate General Partners are collectively referred to as
the General Partners and are wholly-owned subsidiaries of TGH. The General
Partners also act in this capacity for other limited partnerships.
TFS, as the Managing General Partner, is responsible for managing the
administration and operation of the Registrant, and for the formulation and
administration of investment policies.
TEM, an Associate General Partner, manages all aspects of the operation of the
Registrant's equipment.
TL, an Associate General Partner, owns a fleet of container rental equipment
which is managed by TEM. TL provides advice to the Partnership regarding
negotiations with financial institutions, manufacturers and equipment owners,
and regarding the terms upon which particular items of equipment are acquired.
Section 16(a) Beneficial Ownership Reporting Compliance.
_______________________________________________________
Section 16(a) of the Securities Exchange Act of 1934 requires the Partnership's
General Partners, policy-making officials and persons who beneficially own more
than ten percent of the Units to file reports of ownership and changes in
ownership with the Securities and Exchange Commission. Copies of these reports
must also be furnished to the Partnership.
Based solely on a review of the copies of such forms furnished to the
Partnership or on written representations that no forms were required to be
filed, the Partnership believes that