UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
May 5, 2022
Commission File Number 001-33725
Textainer Group Holdings Limited
(Translation of Registrant’s name into English)
Century House
16 Par-La-Ville Road
Hamilton HM 08
Bermuda
(441) 296-2500
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐
Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934. Yes ☐ No ☒
If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): Not applicable
This report contains a copy of the press release entitled “Textainer Group Holdings Limited Reports First-Quarter 2022 Results,” dated May 5, 2022.
Exhibit
|
99.1 |
Press Release dated May 5, 2022 |
Textainer Group Holdings Limited
Reports First-Quarter 2022 Results and Declares Dividend
HAMILTON, Bermuda – (GlobeNewswire) – May 5, 2022 –Textainer Group Holdings Limited (NYSE: TGH; JSE: TXT) (“Textainer”, “the Company”, “we” and “our”), one of the world’s largest lessors of intermodal containers, today reported financial results for the first-quarter ended March 31, 2022.
Key Financial Information (in thousands except for per share and TEU amounts) and Business Highlights:
|
|
|
QTD |
|
|
|
|
Q1 2022 |
|
|
Q4 2021 |
|
|
Q1 2021 |
|
|
Lease rental income |
|
$ |
198,718 |
|
|
$ |
198,222 |
|
|
$ |
169,244 |
|
|
Gain on sale of owned fleet containers, net |
|
$ |
15,913 |
|
|
$ |
16,007 |
|
|
$ |
12,358 |
|
|
Income from operations |
|
$ |
114,716 |
|
|
$ |
113,986 |
|
|
$ |
92,101 |
|
|
Net income attributable to common shareholders |
|
$ |
72,705 |
|
|
$ |
72,885 |
|
|
$ |
62,050 |
|
|
Net income attributable to common shareholders
per diluted common share |
|
$ |
1.47 |
|
|
$ |
1.45 |
|
|
$ |
1.22 |
|
|
Adjusted net income (1) |
|
$ |
72,869 |
|
|
$ |
73,229 |
|
|
$ |
59,152 |
|
|
Adjusted net income per diluted common share (1) |
|
$ |
1.48 |
|
|
$ |
1.46 |
|
|
$ |
1.16 |
|
|
Adjusted EBITDA (1) |
|
$ |
182,317 |
|
|
$ |
182,150 |
|
|
$ |
153,110 |
|
|
Average fleet utilization (2) |
|
|
99.7 |
% |
|
|
99.7 |
% |
|
|
99.6 |
% |
|
Total fleet size at end of period (TEU) (3) |
|
|
4,402,158 |
|
|
|
4,322,367 |
|
|
|
3,961,491 |
|
|
Owned percentage of total fleet at end of period |
|
|
93.0 |
% |
|
|
92.8 |
% |
|
|
90.2 |
% |
|
|
(1) |
Refer to the “Use of Non-GAAP Financial Information” set forth below. |
|
|
(2) |
Utilization is computed by dividing total units on lease in CEUs (cost equivalent unit) by the total units in our fleet in CEUs, excluding CEUs that have been designated as held for sale and units manufactured for us but not yet delivered to a lessee. CEU is a unit of measurement based on the approximate cost of a container relative to the cost of a standard 20-foot dry container. These factors may differ from CEU ratios used by others in the industry. |
|
|
(3) |
TEU refers to a twenty-foot equivalent unit, which is a unit of measurement used in the container shipping industry to compare shipping containers of various lengths to a standard 20-foot container, thus a 20-foot container is one TEU and a 40-foot container is two TEU. |
|
|
• |
Net income of $72.7 million for the first quarter, or $1.47 per diluted common share, as compared to $72.9 million, or $1.45 per diluted common share, for the fourth quarter of 2021; |
|
|
• |
Adjusted net income of $72.9 million, or $1.48 per diluted common share, and Adjusted EBITDA of $182.3 million for the first quarter, in line with the fourth quarter of 2021; |
|
|
• |
Average and ending utilization rate for the first quarter of 99.7%; |
|
|
• |
Added $497 million of new containers during the first quarter, primarily assigned to long-term finance leases; |
|
|
• |
Repurchased 957,689 shares of common stock at an average price of $37.91 per share during the first quarter. On April 29, 2022, Textainer's board of directors authorized a further increase of $50 million to the share repurchase program, bringing the total authorization level to $250 million since inception of the program in 2019. Combined with the increased authorization, the remaining authority under the share repurchase program totaled $65 million as of the end of the first quarter; |
|
|
• |
Textainer’s board of directors approved and declared a quarterly preferred cash dividend on its 7.00% Series A and its 6.25% Series B cumulative redeemable perpetual preference shares, payable on June 15, 2022, to holders of record as of June 3, 2022; and |
|
|
• |
Textainer’s board of directors approved and declared a $0.25 per common share cash dividend, payable on June 15, 2022 to holders of record as of June 3, 2022. |
“We are very pleased with our strong results for the start of the year. For the first quarter, lease rental income of $199 million was in line with the fourth quarter despite two fewer billing days, and was 17% higher than last year. Adjusted EBITDA was $182
million, and adjusted net income was $73 million, or $1.48 per diluted share, representing an annualized ROE of 19%,” stated Olivier Ghesquiere, President and Chief Executive Officer.
“This is in line with our expectation of continued high utilization and strong performance for the year. Additionally, we invested $497 million in new containers over the first quarter, predominantly on secured long-term finance leases stemming from strong customer relationships.”
“As we move into the busy summer season, cargo demand is expected to increase again on the back of consumer demand while inventory levels remain low and supply chain constraints remain a significant global issue. While we see demand for new containers normalizing following high production levels in 2021, we continue to expect more localized growth opportunities and further back-to-back deals. Our inventory of new containers is at a moderate level and the current order book for future deliveries is approximately $150 million under pre-committed leases. New container prices are around $3,000 per CEU, a level much higher than historical prices, and this will benefit us as maturing leases continue to be extended favorably, high utilization is supported, and profitable disposals continue while direct costs are minimal.”
“Our focus on longer term leases at attractive yields, matched with fixed-rate debt and a proactive hedging strategy, have secured our profitability and stable cash generation to largely mitigate future market cyclicality risk. We remain committed to returning capital to shareholders through our active share repurchase and dividend programs. During the first quarter, we repurchased 957,689 common shares, and since the inception of the program in September 2019, have repurchased approximately 19% of our outstanding common shares. The board and the management team continue to see share repurchases as a flexible and efficient use of our excess liquidity. We are pleased to announce that our board has authorized a further increase of $50 million to the share repurchase program and we expect to remain both active and opportunistic as it relates to share repurchase activity.”
“As we evaluate the remainder of 2022, we are confident in the strength of our underlying business fundamentals. We remain focused on delivering a long-term balanced approach of driving organic growth through disciplined and accretive capex investments, while returning capital to common shareholders through our ongoing share repurchase and dividend programs,” concluded Ghesquiere.
First-Quarter Results
Lease rental income for the quarter increased $0.5 million from the fourth quarter of 2021 due to an increase in fleet size, partially offset by two fewer days in the quarter.
Trading container margin for the quarter decreased $0.9 million from the fourth quarter of 2021, due to a slight decrease in the average per unit margin.
Gain on sale of owned fleet containers, net for the quarter remained positive at $15.9 million on the back of higher volumes and slightly lower prices.
General and administrative expense for the quarter decreased $0.7 million from the fourth quarter of 2021, primarily because of lower incentive compensation and employee benefit costs, partially offset by higher IT system enhancement costs in the current quarter with the new ERP system effective January 2022.
Interest expense for the quarter increased $0.4 million from the fourth quarter of 2021, primarily due to a higher average debt balance from funding increased container investment.
Conference Call and Webcast
A conference call to discuss the financial results for the first quarter of 2022 will be held at 11:00 am Eastern Time on Thursday, May 5, 2022. The dial-in number for the conference call is 1-877-300-8521 (U.S. & Canada) and 1-412-317-6026 (International). The call and archived replay may also be accessed via webcast on Textainer’s Investor Relations website at http://investor.textainer.com.
About Textainer Group Holdings Limited
Textainer has operated since 1979 and is one of the world’s largest lessors of intermodal containers with more than 4 million TEU in our owned and managed fleet. We lease containers to approximately 200 customers, including all of the world’s leading international shipping lines, and other lessees. Our fleet consists of standard dry freight, refrigerated intermodal containers, and dry freight specials. We also lease tank containers through our relationship with Trifleet Leasing and are a supplier of containers to the U.S. Military. Textainer is one of the largest and most reliable suppliers of new and used containers. In addition to selling older containers from our fleet, we buy older containers from our shipping line customers for trading and resale. We sold an average of approximately 130,000 containers per year for the last five years to more than 1,000 customers making us one of the largest sellers of used containers. Textainer operates via a network of 14 offices and approximately 400 independent depots worldwide. Textainer has a primary listing on the New York Stock Exchange (NYSE: TGH) and a secondary listing on the Johannesburg Stock Exchange (JSE: TXT). Visit www.textainer.com for additional information about Textainer.
Important Cautionary Information Regarding Forward-Looking Statements
This press release contains forward-looking statements within the meaning of U.S. securities laws. Forward-looking statements include statements that are not statements of historical facts and may relate to, but are not limited to, expectations or estimates of future operating results or financial performance, capital expenditures, introduction of new products, regulatory compliance, plans for growth and future operations, as well as assumptions relating to the foregoing. In some cases, you can identify forward-looking statements by terminology such as “may,” “will,” “should,” “could,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “intend,” “potential,” “continue” or the negative of these terms or other similar terminology. Readers are cautioned that these forward-looking statements involve risks and uncertainties, are only predictions and may differ materially from actual future events or results. These risks and uncertainties include, without limitation, the following items that could materially and negatively impact our business, results of operations, cash flows, financial condition and future prospects: (i) Cargo demand is expected to increase again on the back of consumer demand; (ii) While we see demand for new containers normalizing following high production levels in 2021, we continue to expect more localized growth opportunities and further back-to-back deals; (iii) Expectation of continued high utilization and strong performance for the year; (iv) New container prices are around $3,000 per CEU…and this will benefit us as maturing leases continue to be extended favorably, high utilization is supported, and profitable disposals continue while direct costs are minimal; and other risks and uncertainties, including those set forth in Textainer’s filings with the Securities and Exchange Commission. For a discussion of some of these risks and uncertainties, see Item 3 “Key Information— Risk Factors” in Textainer’s Annual Report on Form 20-F filed with the Securities and Exchange Commission on March 17, 2022.
Textainer’s views, estimates, plans and outlook as described within this document may change subsequent to the release of this press release. Textainer is under no obligation to modify or update any or all of the statements it has made herein despite any subsequent changes Textainer may make in its views, estimates, plans or outlook for the future.
Textainer Group Holdings Limited
Investor Relations
Phone: +1 (415) 658-8333
ir@textainer.com
###
TEXTAINER GROUP HOLDINGS LIMITED AND SUBSIDIARIES
Consolidated Statements of Operations
(Unaudited)
(All currency expressed in United States dollars in thousands, except per share amounts)
|
|
Three Months Ended March 31, |
|
|
|
2022 |
|
|
2021 |
|
|
Revenues: |
|
|
|
|
|
|
|
|
|
Lease rental income - owned fleet |
|
$ |
186,077 |
|
|
$ |
154,423 |
|
|
Lease rental income - managed fleet |
|
|
12,641 |
|
|
|
14,821 |
|
|
Lease rental income |
|
|
198,718 |
|
|
|
169,244 |
|
|
|
|
|
|
|
|
|
|
|
|
Management fees - non-leasing |
|
|
532 |
|
|
|
1,036 |
|
|
|
|
|
|
|
|
|
|
|
|
Trading container sales proceeds |
|
|
7,618 |
|
|
|
7,611 |
|
|
Cost of trading containers sold |
|
|
(6,756 |
) |
|
|
(5,445 |
) |
|
Trading container margin |
|
|
862 |
|
|
|
2,166 |
|
|
|
|
|
|
|
|
|
|
|
|
Gain on sale of owned fleet containers, net |
|
|
15,913 |
|
|
|
12,358 |
|
|
|
|
|
|
|
|
|
|
|
|
Operating expenses: |
|
|
|
|
|
|
|
|
|
Direct container expense - owned fleet |
|
|
5,519 |
|
|
|
6,797 |
|
|
Distribution expense to managed fleet container investors |
|
|
11,173 |
|
|
|
13,495 |
|
|
Depreciation expense |
|
|
72,444 |
|
|
|
65,806 |
|
|
Amortization expense |
|
|
49 |
|
|
|
800 |
|
|
General and administrative expense |
|
|
11,527 |
|
|
|
10,900 |
|
|
Bad debt expense (recovery), net |
|
|
477 |
|
|
|
(1,127 |
) |
|
Container lessee default expense (recovery), net |
|
|
120 |
|
|
|
(3,968 |
) |
|
Total operating expenses |
|
|
101,309 |
|
|
|
92,703 |
|
|
Income from operations |
|
|
114,716 |
|
|
|
92,101 |
|
|
Other (expense) income: |
|
|
|
|
|
|
|
|
|
Interest expense |
|
|
(35,309 |
) |
|
|
(29,106 |
) |
|
Debt termination expense |
|
|
— |
|
|
|
(267 |
) |
|
Realized loss on financial instruments, net |
|
|
— |
|
|
|
(2,956 |
) |
|
Unrealized (loss) gain on financial instruments, net |
|
|
(207 |
) |
|
|
3,192 |
|
|
Other, net |
|
|
113 |
|
|
|
152 |
|
|
Net other expense |
|
|
(35,403 |
) |
|
|
(28,985 |
) |
|
Income before income taxes |
|
|
79,313 |
|
|
|
63,116 |
|
|
Income tax expense |
|
|
(1,639 |
) |
|
|
(1,066 |
) |
|
Net income |
|
|
77,674 |
|
|
|
62,050 |
|
|
Less: Dividends on preferred shares |
|
|
4,969 |
|
|
|
— |
|
|
Net income attributable to common shareholders |
|
$ |
72,705 |
|
|
$ |
62,050 |
|
|
Net income attributable to common shareholders per share: |
|
|
|
|
|
|
|
|
|
Basic |
|
$ |
1.50 |
|
|
$ |
1.24 |
|
|
Diluted |
|
$ |
1.47 |
|
|
$ |
1.22 |
|
|
Weighted average shares outstanding (in thousands): |
|
|
|
|
|
|
|
|
|
Basic |
|
|
48,403 |
|
|
|
50,150 |
|
|
Diluted |
|
|
49,303 |
|
|
|
50,865 |
|
TEXTAINER GROUP HOLDINGS LIMITED AND SUBSIDIARIES
Consolidated Balance Sheets
(Unaudited)
(All currency expressed in United States dollars in thousands, except share data)
|
|
|
March 31, 2022 |
|
|
December 31, 2021 |
|
|
Assets |
|
|
|
|
|
|
|
|
|
Current assets: |
|
|
|
|
|
|
|
|
|
Cash and cash equivalents |
|
$ |
198,022 |
|
|
$ |
206,210 |
|
|
Accounts receivable, net of allowance of $1,523 and $1,290, respectively |
|
|
131,375 |
|
|
|
125,746 |
|
|
Net investment in finance leases, net of allowance of $126 and $100, respectively |
|
|
115,849 |
|
|
|
113,048 |
|
|
Container leaseback financing receivable, net of allowance of $45 and $38, respectively |
|
|
50,239 |
|
|
|
30,317 |
|
|
Trading containers |
|
|
7,292 |
|
|
|
12,740 |
|
|
Containers held for sale |
|
|
11,178 |
|
|
|
7,007 |
|
|
Prepaid expenses and other current assets |
|
|
15,267 |
|
|
|
14,184 |
|
|
Due from affiliates, net |
|
|
2,639 |
|
|
|
2,376 |
|
|
Total current assets |
|
|
531,861 |
|
|
|
511,628 |
|
|
Restricted cash |
|
|
82,295 |
|
|
|
76,362 |
|
|
Marketable securities |
|
|
2,660 |
|
|
|
2,866 |
|
|
Containers, net of accumulated depreciation of $1,913,327 and $1,851,664, respectively |
|
|
4,707,731 |
|
|
|
4,731,878 |
|
|
Net investment in finance leases, net of allowance of $761 and $643 respectively |
|
|
1,683,450 |
|
|
|
1,693,042 |
|
|
Container leaseback financing receivable, net of allowance of $76 and $75, respectively |
|
|
682,200 |
|
|
|
323,830 |
|
|
Derivative instruments |
|
|
72,817 |
|
|
|
12,278 |
|
|
Deferred taxes |
|
|
1,070 |
|
|
|
1,073 |
|
|
Other assets |
|
|
15,634 |
|
|
|
14,487 |
|
|
Total assets |
|
$ |
7,779,718 |
|
|
$ |
7,367,444 |
|
|
Liabilities and Equity |
|
|
|
|
|
|
|
|
|
Current liabilities: |
|
|
|
|
|
|
|
|
|
Accounts payable and accrued expenses |
|
$ |
18,285 |
|
|
$ |
22,111 |
|
|
Container contracts payable |
|
|
130,055 |
|
|
|
140,968 |
|
|
Other liabilities |
|
|
4,915 |
|
|
|
4,895 |
|
|
Due to container investors, net |
|
|
19,097 |
|
|
|
17,985 |
|
|
Debt, net of unamortized costs of $10,129 and $8,624, respectively |
|
|
389,303 |
|
|
|
380,207 |
|
|
Total current liabilities |
|
|
561,655 |
|
|
|
566,166 |
|
|
Debt, net of unamortized costs of $27,899 and $32,019, respectively |
|
|
5,286,670 |
|
|
|
4,960,313 |
|
|
Derivative instruments |
|
|
7 |
|
|
|
2,139 |
|
|
Income tax payable |
|
|
10,990 |
|
|
|
10,747 |
|
|
Deferred taxes |
|
|
9,249 |
|
|
|
7,589 |
|
|
Other liabilities |
|
|
37,970 |
|
|
|
39,236 |
|
|
Total liabilities |
|
|
5,906,541 |
|
|
|
5,586,190 |
|
|
Shareholders' equity: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cumulative redeemable perpetual preferred shares, $0.01 par value, $25,000 liquidation preference
per share. Authorized 10,000,000 shares; 12,000 shares issued and outstanding (equivalent
to 12,000,000 depositary shares at $25.00 liquidation preference per depositary share) |
|
|
300,000 |
|
|
|
300,000 |
|
|
Common shares, $0.01 par value. Authorized 140,000,000 shares; 59,647,685 shares issued
and 48,018,141 shares outstanding at 2022; 59,503,710 shares issued and 48,831,855 shares
outstanding at 2021 |
|
|
596 |
|
|
|
595 |
|
|
Treasury shares, at cost, 11,629,544 and 10,671,855 shares, respectively |
|
|
(194,868 |
) |
|
|
(158,459 |
) |
|
Additional paid-in capital |
|
|
434,577 |
|
|
|
428,945 |
|
|
Accumulated other comprehensive income |
|
|
71,798 |
|
|
|
9,750 |
|
|
Retained earnings |
|
|
1,261,074 |
|
|
|
1,200,423 |
|
|
Total shareholders’ equity |
|
|
1,873,177 |
|
|
|
1,781,254 |
|
|
Total liabilities and shareholders' equity |
|
$ |
7,779,718 |
|
|
$ |
7,367,444 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TEXTAINER GROUP HOLDINGS LIMITED AND SUBSIDIARIES
Consolidated Statements of Cash Flows
(Unaudited)
(All currency expressed in United States dollars in thousands)
|
|
|
Three Months Ended March 31, |
|
|
|
|
2022 |
|
|
2021 |
|
|
Cash flows from operating activities: |
|
|
|
|
|
|
|
|
|
Net income |
|
$ |
77,674 |
|
|
$ |
62,050 |
|
|
Adjustments to reconcile net income to net cash provided by operating activities: |
|
|
|
|
|
|
|
|
|
Depreciation expense |
|
|
72,444 |
|
|
|
65,806 |
|
|
Bad debt expense (recovery), net |
|
|
477 |
|
|
|
(1,127 |
) |
|
Container recovery from lessee default, net |
|
|
— |
|
|
|
(5,712 |
) |
|
Unrealized loss (gain) on financial instruments, net |
|
|
207 |
|
|
|
(3,192 |
) |
|
Amortization of unamortized debt issuance costs and accretion
of bond discounts |
|
|
2,615 |
|
|
|
2,162 |
|
|
Debt termination expense |
|
|
— |
|
|
|
267 |
|
|
Amortization of intangible assets |
|
|
49 |
|
|
|
800 |
|
|
Gain on sale of owned fleet containers, net |
|
|
(15,913 |
) |
|
|
(12,358 |
) |
|
Share-based compensation expense |
|
|
1,727 |
|
|
|
1,334 |
|
|
Changes in operating assets and liabilities |
|
|
48,679 |
|
|
|
24,483 |
|
|
Total adjustments |
|
|
110,285 |
|
|
|
72,463 |
|
|
Net cash provided by operating activities |
|
|
187,959 |
|
|
|
134,513 |
|
|
Cash flows from investing activities: |
|
|
|
|
|
|
|
|
|
Purchase of containers and fixed assets |
|
|
(206,476 |
) |
|
|
(311,995 |
) |
|
Payment on container leaseback financing receivable |
|
|
(303,894 |
) |
|
|
(6,425 |
) |
|
Proceeds from sale of containers and fixed assets |
|
|
29,656 |
|
|
|
29,654 |
|
|
Receipt of principal payments on container leaseback financing receivable |
|
|
7,444 |
|
|
|
8,721 |
|
|
Net cash used in investing activities |
|
|
(473,270 |
) |
|
|
(280,045 |
) |
|
Cash flows from financing activities: |
|
|
|
|
|
|
|
|
|
Proceeds from debt |
|
|
482,100 |
|
|
|
1,153,599 |
|
|
Payments on debt |
|
|
(149,262 |
) |
|
|
(969,991 |
) |
|
Payment of debt issuance costs |
|
|
— |
|
|
|
(6,845 |
) |
|
Proceeds from container leaseback financing liability, net |
|
|
— |
|
|
|
6,801 |
|
|
Principal repayments on container leaseback financing liability, net |
|
|
(200 |
) |
|
|
(94 |
) |
|
Purchase of treasury shares |
|
|
(36,409 |
) |
|
|
(10,778 |
) |
|
Issuance of common shares upon exercise of share options |
|
|
3,906 |
|
|
|
1,842 |
|
|
Dividends paid on common shares |
|
|
(12,054 |
) |
|
|
— |
|
|
Dividends paid on preferred shares |
|
|
(4,969 |
) |
|
|
— |
|
|
Purchase of noncontrolling interest |
|
|
— |
|
|
|
(21,500 |
) |
|
Net cash provided by financing activities |
|
|
283,112 |
|
|
|
153,034 |
|
|
Effect of exchange rate changes |
|
|
(56 |
) |
|
|
(46 |
) |
|
Net (decrease) increase in cash, cash equivalents and restricted cash |
|
|
(2,255 |
) |
|
|
7,456 |
|
|
Cash, cash equivalents and restricted cash, beginning of the year |
|
|
282,572 |
|
|
|
205,165 |
|
|
Cash, cash equivalents and restricted cash, end of the period |
|
$ |
280,317 |
|
|
$ |
212,621 |
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental disclosures of cash flow information: |
|
|
|
|
|
|
|
|
|
Cash paid for interest expense and realized loss on derivative instruments, net |
|
$ |
32,266 |
|
|
$ |
29,812 |
|
|
Income taxes paid |
|
$ |
140 |
|
|
$ |
248 |
|
|
Receipt of payments on finance leases, net of income earned |
|
$ |
53,132 |
|
|
$ |
14,467 |
|
|
Supplemental disclosures of noncash investing activities: |
|
|
|
|
|
|
|
|
|
(Decrease) increase in accrued container purchases |
|
$ |
(10,913 |
) |
|
$ |
258,275 |
|
|
Containers placed in finance leases |
|
$ |
57,361 |
|
|
$ |
207,171 |
|
|
|
|
|
|
|
|
|
|
|
Use of Non-GAAP Financial Information
To supplement Textainer’s consolidated financial statements presented in accordance with U.S. generally accepted accounting principles (“GAAP”), the company uses non-GAAP measures of certain components of financial performance. These non-GAAP measures include adjusted net income, adjusted net income per diluted common share, adjusted EBITDA, headline earnings and headline earnings per basic and diluted common share.
Management believes that adjusted net income and adjusted net income per diluted common share are useful in evaluating Textainer’s operating performance. Adjusted net income is defined as net income attributable to common shareholders excluding debt termination expense, unrealized (loss) gain on derivative instruments and marketable securities and the related impacts on income taxes. Management considers adjusted EBITDA a widely used industry measure and useful in evaluating Textainer’s ability to fund growth and service long-term debt and other fixed obligations. Headline earnings is reported as a requirement of Textainer’s listing on the JSE. Headline earnings and headline earnings per basic and diluted common shares are calculated from net income which has been determined based on GAAP.
Reconciliations of these non-GAAP measures to the most directly comparable GAAP measures are included in the tables below for the three months ended March 31, 2022, December 31, 2021 and March 31,2021.
Non-GAAP measures are not financial measures calculated in accordance with GAAP and are presented solely as supplemental disclosures. Non-GAAP measures have limitations as analytical tools, and should not be relied upon in isolation, or as a substitute to net income, income from operations, cash flows from operating activities, or any other performance measures derived in accordance with GAAP. Some of these limitations are:
|
|
• |
They do not reflect cash expenditures, or future requirements, for capital expenditures or contractual commitments; |
|
|
• |
They do not reflect changes in, or cash requirements for, working capital needs; |
|
|
• |
Adjusted EBITDA does not reflect interest expense or cash requirements necessary to service interest or principal payments on debt; |
|
|
• |
Although depreciation expense and container impairment are a non-cash charge, the assets being depreciated may be replaced in the future, and neither adjusted EBITDA, adjusted net income or adjusted net income per diluted common share reflects any cash requirements for such replacements; |
|
|
• |
They are not adjusted for all non-cash income or expense items that are reflected in our statements of cash flows; and |
|
|
• |
Other companies in our industry may calculate these measures differently than we do, limiting their usefulness as comparative measures. |
|
|
|
Three Months Ended, |
|
|
|
|
March 31, 2022 |
|
|
December 31, 2021 |
|
|
March 31, 2021 |
|
|
|
|
(Dollars in thousands, except per share amount) |
|
|
|
|
(Unaudited) |
|
|
Reconciliation of adjusted net income: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income attributable to common shareholders |
|
$ |
72,705 |
|
|
$ |
72,885 |
|
|
$ |
62,050 |
|
|
Adjustments: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Debt termination expense |
|
|
— |
|
|
|
131 |
|
|
|
267 |
|
|
Unrealized loss (gain) on financial instruments, net |
|
|
207 |
|
|
|
272 |
|
|
|
(3,192 |
) |
|
Impact of reconciling items on income tax |
|
|
(43 |
) |
|
|
(59 |
) |
|
|
27 |
|
|
Adjusted net income |
|
$ |
72,869 |
|
|
$ |
73,229 |
|
|
$ |
59,152 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted net income per diluted common share |
|
$ |
1.48 |
|
|
$ |
1.46 |
|
|
$ |
1.16 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended, |
|
|
|
|
March 31, 2022 |
|
|
December 31, 2021 |
|
|
March 31, 2021 |
|
|
|
|
(Dollars in thousands) |
|
|
|
|
(Unaudited) |
|
|
Reconciliation of adjusted EBITDA: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income attributable to common shareholders |
|
$ |
72,705 |
|
|
$ |
72,885 |
|
|
$ |
62,050 |
|
|
Adjustments: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest income |
|
|
(36 |
) |
|
|
(40 |
) |
|
|
(37 |
) |
|
Interest expense |
|
|
35,309 |
|
|
|
34,888 |
|
|
|
29,106 |
|
|
Debt termination expense |
|
|
— |
|
|
|
131 |
|
|
|
267 |
|
|
Realized loss on derivative instruments, net |
|
|
— |
|
|
|
— |
|
|
|
2,956 |
|
|
Unrealized loss (gain) on financial instruments, net |
|
|
207 |
|
|
|
272 |
|
|
|
(3,192 |
) |
|
Income tax expense |
|
|
1,639 |
|
|
|
883 |
|
|
|
1,066 |
|
|
Depreciation expense |
|
|
72,444 |
|
|
|
72,915 |
|
|
|
65,806 |
|
|
Container recovery from lessee default, net |
|
|
— |
|
|
|
(34 |
) |
|
|
(5,712 |
) |
|
Amortization expense |
|
|
49 |
|
|
|
250 |
|
|
|
800 |
|
|
Adjusted EBITDA |
|
$ |
182,317 |
|
|
$ |
182,150 |
|
|
$ |
153,110 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended, |
|
|
|
|
March 31, 2022 |
|
|
December 31, 2021 |
|
|
March 31, 2021 |
|
|
|
|
(Dollars in thousands, except per share amount) |
|
|
|
|
(Unaudited) |
|
|
Reconciliation of headline earnings: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income attributable to common shareholders |
|
$ |
72,705 |
|
|
$ |
72,885 |
|
|
$ |
62,050 |
|
|
Adjustments: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Container recovery from lessee default, net |
|
|
— |
|
|
|
(34 |
) |
|
|
(5,712 |
) |
|
Impact of reconciling items on income tax |
|
|
— |
|
|
|
— |
|
|
|
53 |
|
|
Headline earnings |
|
$ |
72,705 |
|
|
$ |
72,851 |
|
|
$ |
56,391 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Headline earnings per basic common share |
|
$ |
1.50 |
|
|
$ |
1.48 |
|
|
$ |
1.12 |
|
|
Headline earnings per diluted common share |
|
$ |
1.47 |
|
|
$ |
1.45 |
|
|
$ |
1.11 |
|
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: May 5, 2022
|
Textainer Group Holdings Limited |
|
|
|
/s/ OLIVIER GHESQUIERE |
|
Olivier Ghesquiere |
|
President and Chief Executive Officer |
Textainer (NYSE:TGH)
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