HAMILTON, Bermuda, Oct. 31, 2019 /PRNewswire/ -- Textainer
Group Holdings Limited (NYSE: TGH) ("Textainer", "the Company",
"we" and "our"), one of the world's largest lessors of intermodal
containers, today reported financial results for the third-quarter
ended September 30, 2019.
Key Financial Information (in thousands except for per share
and TEU amounts) and Business Highlights:
|
|
QTD
|
|
|
|
Q3
2019
|
|
|
Q2
2019
|
|
|
Q3
2018
|
|
Lease rental income
(1)
|
|
$
|
154,665
|
|
|
$
|
155,110
|
|
|
$
|
157,760
|
|
Gain on sale of owned
fleet containers, net
|
|
$
|
6,092
|
|
|
$
|
5,404
|
|
|
$
|
8,450
|
|
Income from
operations
|
|
$
|
53,487
|
|
|
$
|
45,918
|
|
|
$
|
37,156
|
|
Net income
attributable to Textainer Group Holdings
Limited
common shareholders
|
|
$
|
10,578
|
|
|
$
|
314
|
|
|
$
|
1,913
|
|
Net income
attributable to Textainer Group Holdings
Limited
common shareholders per diluted common share
|
|
$
|
0.18
|
|
|
$
|
0.01
|
|
|
$
|
0.03
|
|
Adjusted net income
(2)
|
|
$
|
12,950
|
|
|
$
|
9,006
|
|
|
$
|
4,815
|
|
Adjusted net income
per diluted common share (2)
|
|
$
|
0.22
|
|
|
$
|
0.16
|
|
|
$
|
0.08
|
|
Adjusted EBITDA
(2)
|
|
$
|
118,254
|
|
|
$
|
114,745
|
|
|
$
|
113,697
|
|
Average fleet
utilization
|
|
|
97.3
|
%
|
|
|
97.9
|
%
|
|
|
98.0
|
%
|
Total fleet size at
end of period (TEU)
|
|
|
3,557,466
|
|
|
|
3,601,681
|
|
|
|
3,451,293
|
|
Owned percentage of
total fleet at end of period
|
|
|
80.7
|
%
|
|
|
80.9
|
%
|
|
|
76.8
|
%
|
|
|
(1)
|
"Lease rental income"
includes both owned and managed fleet lease rental income. See note
(a) within the attached Condensed Consolidated Statements of
Comprehensive Income.
|
|
|
(2)
|
"Adjusted net income"
and "Adjusted EBITDA" are Non-GAAP Measures that are reconciled to
GAAP measures in section "Reconciliation of GAAP financial measures
to non-GAAP financial measures" below. Section "Reconciliation of
GAAP financial measures to non-GAAP financial measures" provides
certain qualifications and limitations on the use of Non-GAAP
Measures.
|
- Lease rental income of $154.7
million for the third quarter, as compared to $155.1 million in the second quarter of
2019;
- Adjusted net income of $13.0
million for the third quarter, or $0.22 per diluted common share, as compared to
$9.0 million, or $0.16 per diluted common share in the second
quarter of 2019;
- Adjusted EBITDA of $118.3 million
for the third quarter, as compared to $114.7
million in the second quarter of 2019;
- Utilization averaged 97.3% for the third quarter, as compared
to 97.9% for the second quarter of 2019;
- Container investments of approximately $67 million during the third quarter, for a total
of $710 million delivered through the
first nine months of the year; and
- Repurchased approximately 240,000 shares of common stock during
the third quarter under the share repurchase program authorized on
August 29, 2019.
"Textainer's performance was resilient in a generally lackluster
market environment, delivering a stable lease rental income of
$154.7 million and Adjusted EBITDA of
$118.3 million. Adjusted net income
was $13.0 million or $0.22 per share, comparing well against
$9.0 million or $0.16 per share in the second quarter," stated
Olivier Ghesquiere, President and
Chief Executive Officer of Textainer Group Holdings
Limited.
Ghesquiere continued, "Market activity remained slow in the
third quarter, as the traditional peak season did not materialize
given the ongoing trade tensions and slower economic growth. As
such, we have limited our incremental container investment to
$67 million delivered during the
third quarter and remain focused on a disciplined profit
improvement strategy targeting specific yield and return
thresholds."
Ghesquiere concluded, "While the overall market activity remains
muted and is reflected in our operating results, we have taken a
number of actions this year to enhance shareholder value. We have
improved our capital structure through our previously announced new
debt offering and facility refinancing, which leaves us strongly
positioned to participate in any future rebound in market demand.
We repurchased approximately 240,000 shares of our common stock
during the third quarter under our $25
million share repurchase program, which commenced in
September 2019. We are investing in
technology and personnel while implementing cost cutting
initiatives that lower operating expenses. Finally, also in
September, we announced plans to dual list our shares on the
Johannesburg Stock Exchange to enable Trencor to distribute its
Textainer shares to its shareholders, which we believe will lead to
a broader and deeper shareholder base over the longer term."
Third-Quarter Results
Lease rental income was essentially stable with a decrease of
$0.4 million from the second quarter
of 2019 and a decrease of $3.1
million from the third quarter of 2018, which reflected the
impact of lower utilization.
Gain on sale of owned fleet containers, net, increased
$0.7 million from the second quarter
of 2019, due to an increase in the number of containers sold,
partially offset by a reduction in the average gain per container
sold. Gain on sale of owned fleet containers, net, decreased
$2.4 million from the third quarter
of 2018, due to a reduction in the average gain per container
sold.
Trading container margin decreased $1.0
million from the second quarter of 2019, due to a decrease
in both sales volume and per unit margin. Trading container
margin increased $0.6 million from
the third quarter of 2018, due to an increase in both sales volume
and per unit margin.
Direct container expense – owned fleet, increased $1.1 million compared to the second quarter of
2019, primarily due to an increase in storage costs, partially
offset by reductions in other direct costs. Direct container
expense – owned fleets, decreased $2.3
million compared to the third quarter of 2018 from a
reduction in repositioning expense, partially offset by higher
storage costs.
Depreciation expense increased $3.5
million compared to the second quarter of 2019 and decreased
$1.2 million compared to the third
quarter of 2018, primarily due to mark to market adjustments on
certain containers held for sale. Changes to the carrying
value are necessary for certain containers based on the prevailing
market value in the locations where they are located when put to
disposal. In the aggregate across all locations, the average
sales proceeds less cost to sell exceeds the average carrying value
of all containers held for sale.
General and administrative expense was flat from the second
quarter of 2019 and decreased $3.1
million from the third quarter of 2018. The third quarter of
2018 included $2.4 million in costs
associated with departing senior executive personnel.
Container lessee default recovery, net, of $0.2 million, compared to an expense of
$8.6 million in the second quarter of
2019. The second quarter of 2019 included a $9.1 million charge for the estimated
unrecoverable containers held by a non-performing lessee.
Container lessee default expense, net, was $10.9 million in the third quarter of 2018, which
included $2.5 million in container
recovery costs and a $8.1 million
charge for the estimated unrecoverable containers from two
non-performing lessees.
Bad debt recovery was $1.2
million, due to improved financial conditions for certain
lessees. Bad debt expense of $3.7
million in the second quarter 2019 included $3.3 million to fully reserve for a
non-performing lessee.
Interest expense increased $1.8
million and $4.3 million,
compared to the second quarter of 2019 and third quarter of 2018,
respectively, primarily due to a higher average debt balance,
partially offset by a decrease in interest rates. Realized gains on
interest rate swaps, collars and caps, net, decreased $0.9 million and $1.1
million, compared to the second quarter 2019 and third
quarter of 2018, respectively, primarily due to a decrease in
interest rates.
Unrealized loss on interest rate swaps, collars and caps, net,
was $2.5 million for the third
quarter of 2019, resulting from a decrease in the forward LIBOR
curve at the end of the quarter which reduced the value of the
current interest rate derivatives. This is a non-cash loss that
flows through net income as the Company has elected not to
designate these derivative instruments under hedge accounting.
Textainer manages interest rate risk on a portion of its floating
rate debt by entering into interest rate derivatives. This hedging
policy lessens volatility from the effective interest rate.
Textainer intends to hold the underlying hedges until
maturity.
Conference Call and Webcast
A conference call to discuss the financial results for the third
quarter 2019 will be held at 5:00 pm EDT on
Thursday, October 31, 2019. The dial-in number for the
conference call is 1-877-407-9039 (U.S. & Canada) and 1-201-689-8470 (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 3.5 million
TEU in our owned and managed fleet. We lease containers to
approximately 250 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 lease fleet, we buy older
containers from our shipping line customers for trading and resale.
We sold an average of almost 140,000 containers per year for the
last five years to more than 1,500 customers making us one of the
largest sellers of used containers. Textainer operates via a
network of 14 offices and approximately 500 independent depots
worldwide.
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:
any deceleration or reversal of the current domestic and global
economic conditions; lease rates may decrease and lessees may
default, which could decrease revenue and increase storage,
repositioning, collection and recovery expenses; the demand for
leased containers depends on many political and economic factors
and is tied to international trade and if demand decreases due to
increased barriers to trade or political or economic factors, or
for other reasons, it reduces demand for intermodal container
leasing; as we increase the number of containers in our owned
fleet, we increase our capital at risk and may need to incur more
debt, which could result in financial instability; Textainer faces
extensive competition in the container leasing industry which tends
to depress returns; the international nature of the container
shipping industry exposes Textainer to numerous risks; gains and
losses associated with the disposition of used equipment may
fluctuate; our indebtedness reduces our financial flexibility and
could impede our ability to operate; 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 25, 2019.
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
Condensed
Consolidated Statements of Comprehensive Income
Three and Nine Months
Ended September 30, 2019 and 2018
(Unaudited)
(All currency
expressed in United States dollars in thousands, except per share
amounts)
|
|
|
|
Three Months Ended
September 30,
|
|
|
Nine Months Ended
September 30,
|
|
|
|
2019
|
|
|
2018
|
|
|
2019
|
|
|
2018
|
|
Revenue:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Lease rental income -
owned fleet
|
|
|
|
|
|
$
|
129,372
|
|
|
|
|
|
|
$
|
129,834
|
|
|
|
|
|
|
$
|
387,651
|
|
|
|
|
|
|
$
|
371,639
|
|
Lease rental income -
managed fleet (a)
|
|
|
|
|
|
|
25,293
|
|
|
|
|
|
|
|
27,926
|
|
|
|
|
|
|
|
77,650
|
|
|
|
|
|
|
|
83,950
|
|
Lease rental
income
|
|
|
|
|
|
|
154,665
|
|
|
|
|
|
|
|
157,760
|
|
|
|
|
|
|
|
465,301
|
|
|
|
|
|
|
|
455,589
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Management fees -
non-leasing (a)
|
|
|
|
|
|
|
1,582
|
|
|
|
|
|
|
|
1,994
|
|
|
|
|
|
|
|
5,823
|
|
|
|
|
|
|
|
6,279
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Trading container
sales proceeds (b)
|
|
|
|
|
|
|
11,852
|
|
|
|
|
|
|
|
7,123
|
|
|
|
|
|
|
|
40,679
|
|
|
|
|
|
|
|
12,681
|
|
Cost of trading
containers sold (b)
|
|
|
|
|
|
|
(9,469)
|
|
|
|
|
|
|
|
(5,319)
|
|
|
|
|
|
|
|
(32,371)
|
|
|
|
|
|
|
|
(10,535)
|
|
Trading container
margin
|
|
|
|
|
|
|
2,383
|
|
|
|
|
|
|
|
1,804
|
|
|
|
|
|
|
|
8,308
|
|
|
|
|
|
|
|
2,146
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gain on sale of owned
fleet containers, net (b)
|
|
|
|
|
|
|
6,092
|
|
|
|
|
|
|
|
8,450
|
|
|
|
|
|
|
|
18,263
|
|
|
|
|
|
|
|
26,480
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating
expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Direct container
expense - owned fleet (c)
|
|
|
|
|
|
|
11,810
|
|
|
|
|
|
|
|
14,072
|
|
|
|
|
|
|
|
34,071
|
|
|
|
|
|
|
|
41,105
|
|
Distribution to
managed fleet container investors (a)
|
|
|
|
|
|
|
23,318
|
|
|
|
|
|
|
|
25,889
|
|
|
|
|
|
|
|
71,535
|
|
|
|
|
|
|
|
77,651
|
|
Depreciation expense
(d)
|
|
|
|
|
|
|
67,644
|
|
|
|
|
|
|
|
68,821
|
|
|
|
|
|
|
|
194,243
|
|
|
|
|
|
|
|
184,699
|
|
Container lessee
default (recovery) expense, net (c)
|
|
|
|
|
|
|
(184)
|
|
|
|
|
|
|
|
10,869
|
|
|
|
|
|
|
|
7,718
|
|
|
|
|
|
|
|
11,005
|
|
Amortization
expense
|
|
|
|
|
|
|
481
|
|
|
|
|
|
|
|
439
|
|
|
|
|
|
|
|
1,576
|
|
|
|
|
|
|
|
3,219
|
|
General and
administrative expense (e)
|
|
|
|
|
|
|
9,364
|
|
|
|
|
|
|
|
12,487
|
|
|
|
|
|
|
|
28,638
|
|
|
|
|
|
|
|
33,665
|
|
Bad debt (recovery)
expense, net
|
|
|
|
|
|
|
(1,198)
|
|
|
|
|
|
|
|
275
|
|
|
|
|
|
|
|
2,650
|
|
|
|
|
|
|
|
1,058
|
|
Gain on insurance
recovery and legal settlement
|
|
|
|
|
|
|
-
|
|
|
|
|
|
|
|
-
|
|
|
|
|
|
|
|
(841)
|
|
|
|
|
|
|
|
-
|
|
Total operating
expenses
|
|
|
|
|
|
|
111,235
|
|
|
|
|
|
|
|
132,852
|
|
|
|
|
|
|
|
339,590
|
|
|
|
|
|
|
|
352,402
|
|
Income from
operations
|
|
|
|
|
|
|
53,487
|
|
|
|
|
|
|
|
37,156
|
|
|
|
|
|
|
|
158,105
|
|
|
|
|
|
|
|
138,092
|
|
Other (expense)
income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest
expense
|
|
|
|
|
|
|
(39,970)
|
|
|
|
|
|
|
|
(35,706)
|
|
|
|
|
|
|
|
(115,699)
|
|
|
|
|
|
|
|
(101,838)
|
|
Write-off of
unamortized deferred debt issuance costs and bond discounts
|
|
|
|
|
|
|
-
|
|
|
|
|
|
|
|
(881)
|
|
|
|
|
|
|
|
-
|
|
|
|
|
|
|
|
(881)
|
|
Interest
income
|
|
|
|
|
|
|
680
|
|
|
|
|
|
|
|
446
|
|
|
|
|
|
|
|
2,047
|
|
|
|
|
|
|
|
1,153
|
|
Realized gain on
interest rate swaps, collars and
caps, net
|
|
|
|
|
|
|
170
|
|
|
|
|
|
|
|
1,268
|
|
|
|
|
|
|
|
2,709
|
|
|
|
|
|
|
|
3,951
|
|
Unrealized (loss)
gain on interest rate swaps, collars and caps, net
|
|
|
|
|
|
|
(2,478)
|
|
|
|
|
|
|
|
22
|
|
|
|
|
|
|
|
(18,315)
|
|
|
|
|
|
|
|
2,248
|
|
Other, net
|
|
|
|
|
|
|
(10)
|
|
|
|
|
|
|
|
(1)
|
|
|
|
|
|
|
|
(10)
|
|
|
|
|
|
|
|
(1)
|
|
Net other
expense
|
|
|
|
|
|
|
(41,608)
|
|
|
|
|
|
|
|
(34,852)
|
|
|
|
|
|
|
|
(129,268)
|
|
|
|
|
|
|
|
(95,368)
|
|
Income before income
tax and noncontrolling
interests
|
|
|
|
|
|
|
11,879
|
|
|
|
|
|
|
|
2,304
|
|
|
|
|
|
|
|
28,837
|
|
|
|
|
|
|
|
42,724
|
|
Income tax (expense)
benefit
|
|
|
|
|
|
|
(1,318)
|
|
|
|
|
|
|
|
224
|
|
|
|
|
|
|
|
(1,470)
|
|
|
|
|
|
|
|
(1,262)
|
|
Net income
|
|
|
|
|
|
|
10,561
|
|
|
|
|
|
|
|
2,528
|
|
|
|
|
|
|
|
27,367
|
|
|
|
|
|
|
|
41,462
|
|
Less: Net loss
(income) attributable to the noncontrolling interests
|
|
|
17
|
|
|
|
|
|
|
|
(615)
|
|
|
|
|
|
|
|
575
|
|
|
|
|
|
|
|
(3,325)
|
|
|
|
|
|
Net income
attributable to Textainer Group Holdings Limited common shareholders
|
|
$
|
10,578
|
|
|
|
|
|
|
$
|
1,913
|
|
|
|
|
|
|
$
|
27,942
|
|
|
|
|
|
|
$
|
38,137
|
|
|
|
|
|
Net income
attributable to Textainer Group Holdings Limited common shareholders per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
$
|
0.18
|
|
|
|
|
|
|
$
|
0.03
|
|
|
|
|
|
|
$
|
0.49
|
|
|
|
|
|
|
$
|
0.67
|
|
|
|
|
|
Diluted
|
|
$
|
0.18
|
|
|
|
|
|
|
$
|
0.03
|
|
|
|
|
|
|
$
|
0.49
|
|
|
|
|
|
|
$
|
0.66
|
|
|
|
|
|
Weighted average
shares outstanding (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
|
57,503
|
|
|
|
|
|
|
|
57,212
|
|
|
|
|
|
|
|
57,493
|
|
|
|
|
|
|
|
57,144
|
|
|
|
|
|
Diluted
|
|
|
57,598
|
|
|
|
|
|
|
|
57,426
|
|
|
|
|
|
|
|
57,586
|
|
|
|
|
|
|
|
57,438
|
|
|
|
|
|
Other comprehensive
income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign currency
translation adjustments
|
|
|
|
|
|
|
(119)
|
|
|
|
|
|
|
|
(93)
|
|
|
|
|
|
|
|
(52)
|
|
|
|
|
|
|
|
(82)
|
|
Comprehensive
income
|
|
|
|
|
|
|
10,442
|
|
|
|
|
|
|
|
2,435
|
|
|
|
|
|
|
|
27,315
|
|
|
|
|
|
|
|
41,380
|
|
Comprehensive loss
(income) attributable to the noncontrolling interests
|
|
|
|
|
|
|
17
|
|
|
|
|
|
|
|
(615)
|
|
|
|
|
|
|
|
575
|
|
|
|
|
|
|
|
(3,325)
|
|
Comprehensive income
attributable to Textainer Group
Holdings Limited common shareholders
|
|
|
|
|
|
$
|
10,459
|
|
|
|
|
|
|
$
|
1,820
|
|
|
|
|
|
|
$
|
27,890
|
|
|
|
|
|
|
$
|
38,055
|
|
|
|
(a)
|
Management fees for
managed fleet leasing revenue for the periods ended September 30,
2018 have been reclassified to present the gross amount of revenue
and expense under separate line items "lease rental income –
managed fleet" and "distribution to managed fleet container
investors" to conform with the 2019 presentation. Management fees -
non-leasing include acquisition fees and sales commission earned on
the managed fleet.
|
|
|
(b)
|
Amounts for the
periods ended September 30, 2018 have been reclassified to conform
with the 2019 presentation.
|
|
|
(c)
|
Amounts for container
write-down and container recovery costs from lessee default for the
periods ended September 30, 2018 have been reclassified out of the
previously reported line item "container impairment" and "direct
container expense – owned fleet" and included within "container
lessee default (recovery) expense, net" to conform with the 2019
presentation.
|
|
|
(d)
|
Amounts to write-down
the carrying value of containers held for sale to their estimated
fair value less costs to sell for the periods ended September 30,
2018 have been reclassified out of the previously reported line
item "container impairment" and included within "depreciation
expense" to conform with the 2019 presentation.
|
|
|
(e)
|
Amounts for
the periods ended September 30, 2018 have been reclassified out of
the separate line items "short term incentive compensation expense"
and "long term incentive compensation expense" and included within
"general and administrative expense" to conform with the 2019
presentation.
|
TEXTAINER GROUP
HOLDINGS LIMITED AND SUBSIDIARIES
Condensed
Consolidated Balance Sheets
September 30, 2019
and December 31, 2018
(Unaudited)
(All currency
expressed in United States dollars in thousands)
|
|
|
|
2019
|
|
|
2018
|
|
Assets
|
|
|
|
|
|
|
|
|
Current
assets:
|
|
|
|
|
|
|
|
|
Cash and cash
equivalents
|
|
$
|
163,387
|
|
|
$
|
137,298
|
|
Accounts receivable,
net of allowance for doubtful accounts of $7,068 and $5,729,
respectively (a)
|
|
|
124,505
|
|
|
|
134,225
|
|
Net investment in
direct financing and sales-type leases
|
|
|
36,811
|
|
|
|
39,270
|
|
Container leaseback
financing receivable
|
|
|
18,464
|
|
|
|
-
|
|
Trading
containers
|
|
|
26,549
|
|
|
|
40,852
|
|
Containers held for
sale
|
|
|
27,452
|
|
|
|
21,874
|
|
Prepaid expenses and
other current assets (a)
|
|
|
15,303
|
|
|
|
23,139
|
|
Due from affiliates,
net
|
|
|
1,666
|
|
|
|
1,692
|
|
Total current
assets
|
|
|
414,137
|
|
|
|
398,350
|
|
Restricted
cash
|
|
|
104,087
|
|
|
|
87,630
|
|
Containers, net of
accumulated depreciation of $1,415,081 and $1,322,221,
respectively
|
|
|
4,117,631
|
|
|
|
4,134,016
|
|
Net investment in
direct financing and sales-type leases
|
|
|
223,723
|
|
|
|
127,790
|
|
Container leaseback
financing receivable
|
|
|
248,627
|
|
|
|
-
|
|
Fixed assets, net of
accumulated depreciation of $11,975 and $11,525,
respectively
|
|
|
1,333
|
|
|
|
2,066
|
|
Intangible assets,
net of accumulated amortization of $44,842 and $43,266,
respectively
|
|
|
5,808
|
|
|
|
7,384
|
|
Interest rate swaps,
collars and caps
|
|
|
426
|
|
|
|
5,555
|
|
Deferred
taxes
|
|
|
2,080
|
|
|
|
2,087
|
|
Other
assets
|
|
|
14,441
|
|
|
|
3,891
|
|
Total
assets
|
|
$
|
5,132,293
|
|
|
$
|
4,768,769
|
|
Liabilities and
Equity
|
|
|
|
|
|
|
|
|
Current
liabilities:
|
|
|
|
|
|
|
|
|
Accounts payable and
accrued expenses (a)
|
|
$
|
24,009
|
|
|
$
|
27,297
|
|
Container contracts
payable
|
|
|
7,005
|
|
|
|
42,710
|
|
Other
liabilities
|
|
|
2,262
|
|
|
|
219
|
|
Due to container
investors, net (a)
|
|
|
27,742
|
|
|
|
30,672
|
|
Debt, net of
unamortized deferred financing costs of $7,926 and $5,738,
respectively
|
|
|
278,707
|
|
|
|
191,689
|
|
Total current
liabilities
|
|
|
339,725
|
|
|
|
292,587
|
|
Debt, net of
unamortized deferred financing costs of $22,055 and $22,248,
respectively
|
|
|
3,469,651
|
|
|
|
3,218,138
|
|
Interest rate swaps,
collars and caps
|
|
|
16,825
|
|
|
|
3,639
|
|
Income tax
payable
|
|
|
9,845
|
|
|
|
9,570
|
|
Deferred
taxes
|
|
|
7,992
|
|
|
|
7,039
|
|
Other
liabilities
|
|
|
26,917
|
|
|
|
1,805
|
|
Total
liabilities
|
|
|
3,870,955
|
|
|
|
3,532,778
|
|
Equity:
|
|
|
|
|
|
|
|
|
Textainer Group
Holdings Limited shareholders' equity:
|
|
|
|
|
|
|
|
|
Common shares, $0.01
par value. Authorized 140,000,000 shares; 58,079,743 shares issued
and 57,208,954 shares outstanding
at 2019; 58,032,164 shares issued and 57,402,164 shares
outstanding at 2018
|
|
|
581
|
|
|
|
581
|
|
Treasury shares, at
cost, 870,789 shares and 630,000 shares, respectively
|
|
|
(11,707)
|
|
|
|
(9,149)
|
|
Additional paid-in
capital
|
|
|
409,417
|
|
|
|
406,083
|
|
Accumulated other
comprehensive loss
|
|
|
(488)
|
|
|
|
(436)
|
|
Retained
earnings
|
|
|
837,676
|
|
|
|
809,734
|
|
Total Textainer Group
Holdings Limited shareholders' equity
|
|
|
1,235,479
|
|
|
|
1,206,813
|
|
Noncontrolling
interests
|
|
|
25,859
|
|
|
|
29,178
|
|
Total
equity
|
|
|
1,261,338
|
|
|
|
1,235,991
|
|
Total liabilities and
equity
|
|
$
|
5,132,293
|
|
|
$
|
4,768,769
|
|
|
|
(a)
|
Certain amounts for
the year ended December 31, 2018 have been reclassified to report
the gross amounts of accounts receivable, prepaid expenses,
accounts payable and accrued expenses arising from the managed
fleet instead of the net presentation previously reported within
"due to container investor, net".
|
TEXTAINER GROUP
HOLDINGS LIMITED AND SUBSIDIARIES
Condensed
Consolidated Statements of Cash Flows
Nine Months Ended
September 30, 2019 and 2018
(Unaudited)
(All currency
expressed in United States dollars in thousands)
|
|
|
|
2019
|
|
|
2018
|
|
Cash flows from
operating activities:
|
|
|
|
|
|
|
|
|
Net income
|
|
$
|
27,367
|
|
|
$
|
41,462
|
|
Adjustments to
reconcile net income to net cash provided by operating
activities:
|
|
|
|
|
|
|
|
|
Depreciation expense
(a)
|
|
|
194,243
|
|
|
|
184,699
|
|
Container write-down
from lessee default, net (b)
|
|
|
7,154
|
|
|
|
8,426
|
|
Bad debt expense,
net
|
|
|
2,650
|
|
|
|
1,058
|
|
Unrealized loss (gain)
on interest rate swaps, collars and caps, net
|
|
|
18,315
|
|
|
|
(2,248)
|
|
Amortization and
write-off of unamortized deferred debt issuance costs and
accretion of bond discounts
|
|
|
5,922
|
|
|
|
7,616
|
|
Amortization of
intangible assets
|
|
|
1,576
|
|
|
|
3,219
|
|
Gain on sale of owned
fleet containers, net
|
|
|
(18,263)
|
|
|
|
(26,480)
|
|
Gain on insurance
recovery and legal settlement
|
|
|
(841)
|
|
|
|
—
|
|
Share-based
compensation expense
|
|
|
3,213
|
|
|
|
6,334
|
|
Changes in operating
assets and liabilities
|
|
|
80,875
|
|
|
|
44,469
|
|
Total
adjustments
|
|
|
294,844
|
|
|
|
227,093
|
|
Net cash provided by
operating activities
|
|
|
322,211
|
|
|
|
268,555
|
|
Cash flows from
investing activities:
|
|
|
|
|
|
|
|
|
Purchase of containers
and fixed assets
|
|
|
(449,105)
|
|
|
|
(572,948)
|
|
Payments on container
leaseback financing receivable
|
|
|
(271,976)
|
|
|
|
—
|
|
Receipt of principal
payments on container leaseback financing receivable
|
|
|
2,083
|
|
|
|
—
|
|
Proceeds from sale of
containers and fixed assets
|
|
|
111,523
|
|
|
|
106,504
|
|
Net cash used in
investing activities
|
|
|
(607,475)
|
|
|
|
(466,444)
|
|
Cash flows from
financing activities:
|
|
|
|
|
|
|
|
|
Proceeds from
debt
|
|
|
995,134
|
|
|
|
1,688,026
|
|
Principal payments on
debt
|
|
|
(654,723)
|
|
|
|
(1,476,401)
|
|
Purchase of treasury
shares
|
|
|
(2,558)
|
|
|
|
—
|
|
Debt issuance
costs
|
|
|
(7,368)
|
|
|
|
(10,017)
|
|
Dividends paid to
noncontrolling interest
|
|
|
(2,744)
|
|
|
|
(1,996)
|
|
Issuance of common
shares upon exercise of share options
|
|
|
121
|
|
|
|
52
|
|
Net cash provided by
financing activities
|
|
|
327,862
|
|
|
|
199,664
|
|
Effect of exchange
rate changes
|
|
|
(52)
|
|
|
|
(82)
|
|
Net increase in cash,
cash equivalents and restricted cash
|
|
|
42,546
|
|
|
|
1,693
|
|
Cash, cash
equivalents and restricted cash, beginning of the year
|
|
|
224,928
|
|
|
|
237,569
|
|
Cash, cash
equivalents and restricted cash, end of the period
|
|
$
|
267,474
|
|
|
$
|
239,262
|
|
|
(a)
|
Amount to write-down
the carrying value of containers held for sale to their estimated
fair value less costs to sell for the period ended September 30,
2018 has been reclassified out of the previously reported line item
"container impairment" and included within "depreciation expense"
to conform with the 2019 presentation.
|
|
|
(b)
|
Amounts for container
write-down and container recovery costs from lessee default for the
period ended September 30, 2018 have been reclassified out of the
previously reported line item "container impairment" and "direct
container expense – owned fleet" and included within "container
lessee default (recovery) expense, net" to conform with the 2019
presentation.
|
TEXTAINER GROUP HOLDINGS LIMITED AND
SUBSIDIARIES
Reconciliation of GAAP financial measures to
non-GAAP financial measures
Three and Nine Months Ended September 30, 2019 and 2018
(Unaudited)
(All currency expressed in United
States dollars in thousands, except per share amounts)
The following is a reconciliation of certain GAAP measures to
non-GAAP financial measures (such items listed in (a) to
(c) below and defined as "Non-GAAP Measures") for the three
and nine months ended September 30, 2019 and 2018,
including:
(a)
|
net income
attributable to Textainer Group Holdings Limited common
shareholders to adjusted EBITDA (Adjusted EBITDA defined as net
income attributable to Textainer Group Holdings Limited common
shareholders before interest income and expense, write-off of
unamortized deferred debt issuance costs and bond discounts,
realized gain on interest rate swaps, collars and caps, net,
unrealized loss (gain) on interest rate swaps, collars and caps,
net, costs associated with departing senior executives, gain on
insurance recovery and legal settlement, income tax expense, net
income attributable to the noncontrolling interests ("NCI"),
depreciation expense, container impairment, amortization expense
and the related impact of reconciling items on net income
attributable to the NCI);
|
|
|
(b)
|
net income
attributable to Textainer Group Holdings Limited common
shareholders to adjusted net income (defined as net income
attributable to Textainer Group Holdings Limited common
shareholders before the write-off of unamortized deferred debt
issuance costs and bond discounts, unrealized loss (gain) on
interest rate swaps, collars and caps, net, costs associated with
departing senior executives, gain on insurance recovery and legal
settlement, the related impact of reconciling items on income tax
expense and net income attributable to the NCI); and
|
|
|
(c)
|
net income
attributable to Textainer Group Holdings Limited common
shareholders per diluted common share to adjusted net income per
diluted common share (defined as net income attributable to
Textainer Group Holdings Limited common shareholders per diluted
common share before the write-off of unamortized deferred debt
issuance costs and bond discounts, unrealized loss (gain) on
interest rate swaps, collars and caps, net, costs associated with
departing senior executives, gain on insurance recovery and legal
settlement, the related impact of reconciling items on income tax
expense and net income attributable to the NCI).
|
Non-GAAP Measures are not financial measures calculated in
accordance with U.S. generally accepted accounting principles
("GAAP") and should not be considered as an alternative to net
income, income from operations or any other performance measures
derived in accordance with GAAP or as an alternative to cash flows
from operating activities as a measure of our liquidity. Non-GAAP
Measures are presented solely as supplemental disclosures.
Management believes that adjusted EBITDA may be a useful
performance measure that is widely used within our industry and
adjusted net income may be a useful performance measure because
Textainer intends to hold its interest rate swaps, collars and caps
until maturity and over the life of an interest rate swap, collar
or cap the unrealized loss (gain) will net to zero. Adjusted EBITDA
is not calculated in the same manner by all companies and,
accordingly, may not be an appropriate measure for comparison.
Management also believes that adjusted net income and adjusted
net income per diluted common share are useful in evaluating our
operating performance because unrealized loss (gain) on interest
rate swaps, collars and caps, net, is a noncash, non-operating
item. We believe Non-GAAP Measures provide useful information on
our earnings from ongoing operations. We believe that adjusted
EBITDA provides useful information on our ability to service our
long-term debt and other fixed obligations and on our ability to
fund our expected growth with internally generated funds. Non-GAAP
Measures have limitations as analytical tools, and you should not
consider either of them in isolation, or as a substitute for
analysis of our operating results or cash flows as reported under
GAAP. Some of these limitations are:
- They do not reflect our cash expenditures, or future
requirements, for capital expenditures or contractual
commitments;
- They do not reflect changes in, or cash requirements for, our
working capital needs;
- Adjusted EBITDA does not reflect interest expense or cash
requirements necessary to service interest or principal payments on
our debt;
- Although depreciation expense and container impairment are a
noncash 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 noncash 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
|
|
|
Nine Months
Ended
|
|
|
|
September
30,
|
|
|
September
30,
|
|
|
|
2019
|
|
|
2018
|
|
|
2019
|
|
|
2018
|
|
|
|
(Dollars in
thousands)
|
|
|
(Dollars in
thousands)
|
|
|
|
(Unaudited)
|
|
|
(Unaudited)
|
|
Reconciliation of
adjusted net income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
attributable to Textainer Group Holdings Limited common shareholders
|
|
$
|
10,578
|
|
|
$
|
1,913
|
|
|
$
|
27,942
|
|
|
$
|
38,137
|
|
Adjustments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Write-off of
unamortized deferred debt issuance costs and bond
discounts
|
|
|
—
|
|
|
|
881
|
|
|
|
—
|
|
|
|
881
|
|
Unrealized loss (gain)
on interest rate swaps, collars and caps, net
|
|
|
2,478
|
|
|
|
(22)
|
|
|
|
18,315
|
|
|
|
(2,248)
|
|
Costs associated with
departing senior executives
|
|
|
—
|
|
|
|
2,368
|
|
|
|
—
|
|
|
|
2,368
|
|
Gain on insurance
recovery and legal settlement
|
|
|
—
|
|
|
|
—
|
|
|
|
(841)
|
|
|
|
—
|
|
Impact of reconciling
items on income tax expense (benefit)
|
|
|
(27)
|
|
|
|
(506)
|
|
|
|
(173)
|
|
|
|
(484)
|
|
Impact of reconciling
items on net (loss) income attributable to the noncontrolling interests
|
|
|
(79)
|
|
|
|
181
|
|
|
|
(845)
|
|
|
|
900
|
|
Adjusted net
income
|
|
$
|
12,950
|
|
|
$
|
4,815
|
|
|
$
|
44,398
|
|
|
$
|
39,554
|
|
Reconciliation of
adjusted net income per diluted common share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
attributable to Textainer Group Holdings Limited common shareholders per diluted common
share
|
|
$
|
0.18
|
|
|
$
|
0.03
|
|
|
$
|
0.49
|
|
|
$
|
0.66
|
|
Adjustments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Write-off of
unamortized deferred debt issuance costs and bond
discounts
|
|
|
—
|
|
|
|
0.02
|
|
|
|
—
|
|
|
|
0.02
|
|
Unrealized loss (gain)
on interest rate swaps, collars and caps, net
|
|
|
0.04
|
|
|
|
—
|
|
|
|
0.32
|
|
|
|
(0.04)
|
|
Costs associated with
departing senior executives
|
|
|
—
|
|
|
|
0.04
|
|
|
|
—
|
|
|
|
0.04
|
|
Gain on insurance
recovery and legal settlement
|
|
|
—
|
|
|
|
—
|
|
|
|
(0.02)
|
|
|
|
—
|
|
Impact of reconciling
items on income tax expense (benefit)
|
|
|
—
|
|
|
|
(0.01)
|
|
|
|
—
|
|
|
|
(0.01)
|
|
Impact of reconciling
items on net (loss) income attributable to the noncontrolling interests
|
|
|
—
|
|
|
|
—
|
|
|
|
(0.02)
|
|
|
|
0.02
|
|
Adjusted net
income per diluted common share
|
|
$
|
0.22
|
|
|
$
|
0.08
|
|
|
$
|
0.77
|
|
|
$
|
0.69
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months
Ended
|
|
|
Nine Months
Ended
|
|
|
|
September
30,
|
|
|
September
30,
|
|
|
|
2019
|
|
|
2018
|
|
|
2019
|
|
|
2018
|
|
|
|
(Dollars in
thousands)
|
|
|
(Dollars in
thousands)
|
|
|
|
(Unaudited)
|
|
|
(Unaudited)
|
|
Reconciliation of
adjusted EBITDA:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
attributable to Textainer Group Holdings Limited common shareholders
|
|
$
|
10,578
|
|
|
$
|
1,913
|
|
|
$
|
27,942
|
|
|
$
|
38,137
|
|
Adjustments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest
income
|
|
|
(680)
|
|
|
|
(446)
|
|
|
|
(2,047)
|
|
|
|
(1,153)
|
|
Interest
expense
|
|
|
39,970
|
|
|
|
35,706
|
|
|
|
115,699
|
|
|
|
101,838
|
|
Write-off of
unamortized deferred debt issuance costs and bond
discounts
|
|
|
—
|
|
|
|
881
|
|
|
|
—
|
|
|
|
881
|
|
Realized gain on
interest rate swaps, collars and caps, net
|
|
|
(170)
|
|
|
|
(1,268)
|
|
|
|
(2,709)
|
|
|
|
(3,951)
|
|
Unrealized loss (gain)
on interest rate swaps, collars and caps, net
|
|
|
2,478
|
|
|
|
(22)
|
|
|
|
18,315
|
|
|
|
(2,248)
|
|
Costs associated with
departing senior executives
|
|
|
—
|
|
|
|
2,368
|
|
|
|
—
|
|
|
|
2,368
|
|
Gain on insurance
recovery and legal settlement
|
|
|
—
|
|
|
|
—
|
|
|
|
(841)
|
|
|
|
—
|
|
Income tax expense
(benefit)
|
|
|
1,318
|
|
|
|
(224)
|
|
|
|
1,470
|
|
|
|
1,262
|
|
Net (loss) income
attributable to the noncontrolling interests
|
|
|
(17)
|
|
|
|
615
|
|
|
|
(575)
|
|
|
|
3,325
|
|
Depreciation
expense
|
|
|
67,644
|
|
|
|
68,821
|
|
|
|
194,243
|
|
|
|
184,699
|
|
Container write-down
from lessee default, net
|
|
|
(576)
|
|
|
|
8,407
|
|
|
|
7,154
|
|
|
|
8,426
|
|
Amortization
expense
|
|
|
481
|
|
|
|
439
|
|
|
|
1,576
|
|
|
|
3,219
|
|
Impact of reconciling
items on net (loss) income attributable to the noncontrolling interests
|
|
|
(2,772)
|
|
|
|
(3,493)
|
|
|
|
(9,099)
|
|
|
|
(8,713)
|
|
Adjusted
EBITDA
|
|
$
|
118,254
|
|
|
$
|
113,697
|
|
|
$
|
351,128
|
|
|
$
|
328,090
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
View original
content:http://www.prnewswire.com/news-releases/textainer-group-holdings-limited-reports-third-quarter-2019-results-300949383.html
SOURCE Textainer Group Holdings Limited