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

August 13, 2020

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

 

 

 

 

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This report contains a copy of the press release entitled “Textainer Group Holdings Limited Reports Second-Quarter 2020 Results,” dated August 13, 2020.

Exhibit

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Textainer Group Holdings Limited

Reports Second-Quarter 2020 Results

HAMILTON, Bermuda – (PRNewswire) – August 13, 2020 –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 second-quarter ended June 30, 2020.

 

Key Financial Information (in thousands except for per share and TEU amounts) and Business Highlights:

 

 

 

 

 

 

 

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“We are pleased with our performance in the second quarter, which proved resilient in spite of the global economic downturn. For the quarter, we delivered stable lease rental income of $144.8 million and adjusted EBITDA of $110.0 million, while improving our adjusted net income to $14.8 million,” stated Olivier Ghesquiere, President and Chief Executive Officer of Textainer Group Holdings Limited.

 

Ghesquiere continued, “Though the second quarter saw a worsening in global trade, our container fleet of mostly long-term leases continued to perform strongly, with only a slight decrease in utilization. We were very pleased with the general improvement in our cash collections and have experienced no notable credit issues. The elevated credit risk of our customers, which had been a point of attention due to the COVID crisis, has mostly subsided, driven by their better than expected financial performance, access to government support, and a significant decrease in fuel cost.

 

“As we begin the third quarter, we have seen a significant uptake in demand for containers. This change in market dynamics is driven by the cyclical increase in trade over the summer season in North America and Europe and is compounded by the restocking of inventories following the easing of quarantine measures in most developed economies. COVID-related disruptions to supply-chains have also caused a dislocation of containers for shipping lines, which is currently favorable to container lessors. As we look ahead to our performance for the second half of the year, we are encouraged by this recent rebound in activity which should lead to an increase in our utilization rate and lease rental revenue. We also expect our customers to continue to improve their financial performance and strengthen their balance sheets driven by the increased trade activity and higher freight rates.

 

“The pandemic continues to create uncertainty and market challenges, but we remain cautiously optimistic with our outlook for the balance of the year. Textainer remains well-positioned to participate in the rebound in market activity with a strong balance sheet, healthy liquidity, an optimized capital structure, and demonstrated expense control and efficiency,” concluded Ghesquiere.

 

Second-Quarter Results

Lease rental income decreased $0.7 million from the first quarter of 2020, due primarily to a slight reduction in utilization.

Direct container expense increased $2.0 million from the first quarter of 2020, mostly due to the higher storage costs and handling expense resulting from slightly lower utilization.

Depreciation expense decreased $3.0 million from the first quarter of 2020, due primarily to improved mark to market value adjustments on certain containers held for sale.

Container lessee default recovery was $1.7 million in the second quarter of 2020, resulting from cash payments received in full on a settlement agreement with a small insolvent customer that had previously defaulted and was written-off in 2018.

Bad debt recovery was $0.3 million in the second quarter of 2020, resulting from a reduction in reserves due to improved collections, compared to an expense of $2.0 million in the first quarter of 2020.

Interest expense decreased $6.1 million compared to the first quarter of 2020. Realized loss on derivative instruments, net, increased $1.7 million compared to the first quarter of 2020. The combined expense reduction of $4.4 million was driven by a decrease in interest rates and a decrease in average outstanding debt.

Unrealized gain (loss) on derivative instruments, net, was a gain of $1.3 million for the quarter versus a loss of $14.9 million for the first quarter of 2020, resulting from an increase and a decrease, respectively, in the forward LIBOR curve at the end of the respective period ends, which increased the fair value of the current interest rate derivatives as of the end of the second quarter. Textainer uses interest rate derivatives to manage interest rate risk and intends to hold these derivatives until maturity. Changes in the fair value of derivatives result in non-cash adjustments to their carrying value that get recorded through net income for the portion of our derivatives not designated under hedge accounting at their inception.

 

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Conference Call and Webcast

A conference call to discuss the financial results for the second quarter 2020 will be held at 5:00 pm Eastern Time on Thursday, August 13, 2020. 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 approximately 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 fleet, we buy older containers from our shipping line customers for trading and resale. We sold an average of approximately 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. 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: Credit risk of our customers has mostly subsided and we expect them to continue to improve their financial performance and strengthen their balance sheets; The recent rebound in trade should lead to an increase in our utilization rate and lease rental revenue; Textainer is well positioned to navigate through the current crisis and participate in an eventual recovery; 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 30, 2020.

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

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TEXTAINER GROUP HOLDINGS LIMITED AND SUBSIDIARIES

Condensed Consolidated Statements of Comprehensive Income (Loss)

Three and Six Months Ended June 30, 2020 and 2019

(Unaudited)

(All currency expressed in United States dollars in thousands, except per share amounts)

 

 

 

(a) Amounts for container write-off and recovery and container recovery costs from lessee default for the periods ended June 30, 2019 have been reclassified out of the previously reported line item “container impairment” and “direct container expense – owned fleet”, respectively, and included within “container lessee default recovery, net” to conform with the 2020 presentation.  

 

(b) 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 June 30, 2019 have been reclassified out of the previously reported line item “container impairment” and included within “depreciation expense” to conform with the 2020 presentation.  

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TEXTAINER GROUP HOLDINGS LIMITED AND SUBSIDIARIES

Condensed Consolidated Balance Sheets

June 30, 2020 and December 31, 2019

(Unaudited)

(All currency expressed in United States dollars in thousands)

 

 

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TEXTAINER GROUP HOLDINGS LIMITED AND SUBSIDIARIES

Condensed Consolidated Statements of Cash Flows

Six Months Ended June 30, 2020 and 2019

(Unaudited)

(All currency expressed in United States dollars in thousands)

 

 

 

(a) Amounts to write-down the carrying value of containers held for sale to their estimated fair value less costs to sell for the period ended June 30, 2019 have been reclassified out of the previously reported line item “container impairment” and included within “depreciation expense” to conform with the 2020 presentation.  

 

(b) Amounts for container write-off and recovery from lessee default for the period ended June 30, 2019 have been reclassified out of the previously reported line item “container impairment” and included within “container recovery from lessee default, net” to conform with the 2020 presentation.  

 

 

 

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Use of Non-GAAP Financial Information

To supplement Textainer’s condensed 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 dilute common share.

Management believes that adjusted net income and adjusted net income per diluted common share are useful in evaluating Textainer’s operating performance, as we intend to hold derivative instruments until maturity and any unrealized gain or loss on derivative instruments is a non-cash, non-operating item. 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 dilute common share are calculated from net income (loss) 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 and six months ended June 30, 2020 and 2019 and for the three months ended March 31, 2020.

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 in isolation, or as a substitute to net income (loss), income from operations, cash flows from operating activities, or any other performance measures derived in accordance with GAAP. Some of these limitations are:

 

 

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(a) Adjusted EBITDA for the three months ended March 31, 2020 has been restated to reflect an immaterial adjustment due to correction on impact of reconciling items attributable to the noncontrolling interest.  

 

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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: August 13, 2020