6-K

 

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

February 14, 2023

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 Fourth-Quarter and Full-Year 2022 Results and Increases Dividend,” dated February 14, 2023.

Exhibit

99.1 Press Release dated February 14, 2023


Textainer Group Holdings Limited

Reports Fourth-Quarter and Full-Year 2022 Results and Increases Dividend

HAMILTON, Bermuda – (GlobeNewswire) – February 14, 2023 –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 fourth-quarter and full-year ended December 31, 2022.

 

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

 

 

 

QTD

 

 

Full-Year

 

 

 

Q4 2022

 

 

Q3 2022

 

 

Q4 2021

 

 

2022

 

 

2021

 

Total lease rental income

 

$

202,912

 

 

$

205,152

 

 

$

198,222

 

 

$

810,014

 

 

$

750,730

 

Gain on sale of owned fleet containers, net

 

$

15,033

 

 

$

22,788

 

 

$

16,007

 

 

$

76,947

 

 

$

67,229

 

Income from operations

 

$

111,544

 

 

$

123,292

 

 

$

113,986

 

 

$

472,399

 

 

$

430,131

 

Net income attributable to common shareholders

 

$

61,854

 

 

$

76,400

 

 

$

72,885

 

 

$

289,549

 

 

$

273,459

 

Net income attributable to common shareholders
   per diluted common share

 

$

1.38

 

 

$

1.64

 

 

$

1.45

 

 

$

6.12

 

 

$

5.41

 

Adjusted net income (1)

 

$

61,993

 

 

$

76,562

 

 

$

73,229

 

 

$

289,946

 

 

$

284,087

 

Adjusted net income per diluted common share (1)

 

$

1.38

 

 

$

1.64

 

 

$

1.46

 

 

$

6.13

 

 

$

5.62

 

Adjusted EBITDA (1)

 

$

179,464

 

 

$

192,647

 

 

$

182,150

 

 

$

745,514

 

 

$

697,948

 

Average fleet utilization (2)

 

 

99.0

%

 

 

99.4

%

 

 

99.7

%

 

 

99.4

%

 

 

99.8

%

Total fleet size at end of period (TEU) (3)

 

 

4,425,300

 

 

 

4,478,963

 

 

 

4,322,367

 

 

 

4,425,300

 

 

 

4,322,367

 

Owned percentage of total fleet at end of period

 

 

93.6

%

 

 

93.6

%

 

 

92.8

%

 

 

93.6

%

 

 

92.8

%

 

(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 $289.5 million for the full year, or $6.12 per diluted common share, and $61.9 million for the fourth quarter of 2022, or $1.38 per diluted common share;
Adjusted net income of $289.9 million for the full year, or $6.13 per diluted common share, as compared to $284.1 million, or $5.62 per diluted common share in the prior year. Adjusted net income of $62.0 million for the fourth quarter of 2022, or $1.38 per diluted common share, as compared to $76.6 million, or $1.64 per diluted common share in the third quarter of 2022;
Adjusted EBITDA of $745.5 million for the full year, as compared to $697.9 million in the prior year. Adjusted EBITDA of $179.5 million for the fourth quarter of 2022, as compared to $192.6 million in the third quarter of 2022;
Average and ending utilization rate for the fourth quarter of 99.0% and 98.9%, respectively;
Added $786 million of new containers in 2022, assigned to long-term and finance leases;
Repurchased 1,543,267 shares and 5,636,772 shares of common stock at an average price of $29.29 per share and $31.69 per share during the fourth quarter and full year of 2022, respectively. As of the end of the year, the remaining authority under the share repurchase program totaled $122.5 million;
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 March 15, 2023, to holders of record as of March 3, 2023; and
Textainer’s board of directors approved and declared a $0.30 per common share cash dividend, payable on March 15, 2023 to holders of record as of March 3, 2023, an increase of $0.05 per common share, or 20%, from the previous quarter.

 

 

“We are pleased to deliver a record profit for 2022, confirming an extraordinary performance across all our key business fundamentals. For the full year 2022, lease rental income increased 8% to $810 million, driven by organic fleet growth from capex deployed in the first half of the year and the full year impact from capex investment in 2021. Adjusted net income reached $290 million, or $6.13 per diluted share, benefiting from our profitable fleet growth, exceptional resale market, and positive impact from our robust share repurchase program. Finally, we achieved an adjusted EBITDA of $746 million and a ROE of over 18% for the year,” stated Olivier Ghesquiere, President and Chief Executive Officer.

 

“The last two years were a pivotal period of growth within the container shipping industry, allowing us to expand our fleet and improve the quality of our top line while greatly strengthening our balance sheet. As exceptional gain on sale normalizes to more sustainable levels, our long-term lease contracts in particular will support high utilization and long-term profitability which places us in an ideal position to prepare for the next favorable market opportunity.”

 

“In the meantime, the strong cash flow generation of the fleet continues to support our ability to return capital to shareholders. During the year, share repurchases totaled 5.6 million shares, or 11.5% of our outstanding common shares as of the beginning of the year. Since commencing our share repurchase program in September of 2019, we have repurchased 15.7 million shares, demonstrating our commitment to efficiently managing shareholder returns. In addition, I am very pleased to announce that our board has increased our quarterly common dividend to $0.30 from $0.25 per share, further demonstrating their confidence in our underlying long-term business fundamentals and reliable cash generation.”

 

“In summary, 2022 was a tremendous year for Textainer and I am very proud of the strong performance across the organization, helping secure our profitability and cash flow for many years to come. Looking ahead, we expect stabilizing performance in 2023 as we continue to strategically assess the environment and invest only in opportunities in line with our long-term profitability objectives. Our core business model is durable and resilient, with contracted revenue and profits protected by our long-term lease contracts and fixed-rate financing policy. While we wait for market demand to turn, possibly towards the end of the year, we will continue to prioritize our capital allocation toward both strengthening our balance sheet and returning capital to our shareholders through ongoing share repurchase and dividend programs,” concluded Ghesquiere.

 

 


Fourth-Quarter and Full-Year Results

Total lease rental income for the year increased $59.3 million from 2021 due to an increase in fleet size and average rental rate. Total lease rental income for the quarter decreased $2.2 million from the third quarter of 2022 due to a slight decrease in both fleet size and utilization.

Trading container margin for the year decreased $8.9 million from 2021, mostly due to a decrease in average unit margin per container sold.

Gain on sale of owned fleet containers, net for the year increased $9.7 million from 2021, due to an increase in the number of containers sold, partially offset by a decrease in average gain per container sold. Gain on sale of owned fleet containers, net for the quarter decreased $7.8 million from the third quarter of 2022, due to lower resale prices resulting from market normalization, partially offset by higher container sales volume.

Direct container expense – owned fleet for the year increased $8.6 million from 2021 and for the quarter increased $2.2 million from the third quarter of 2022, due to higher maintenance, handling and storage expense resulting from redeliveries of predominantly older, sales age containers, in turn driving our increased resale activity.

Distribution to managed fleet container investors for the year decreased $6.2 million from 2021 and for the quarter decreased slightly when compared to the third quarter of 2022, due mostly to a reduction in the managed fleet size.

Depreciation and amortization for the year increased $8.7 million from 2021, primarily due to a net increase of our operating lease fleet. Depreciation and amortization for the quarter increased $0.9 million from the third quarter of 2022.

Interest expense for the year increased $30.0 million from 2021, due to a higher average debt balance and an increase in our average effective interest rate. Interest expense for the quarter increased $1.9 million from the third quarter of 2022, primarily driven by an increase in our average effective interest rate.

Debt termination expense for 2021 amounted to $15.2 million, which included a $10.6 million loan termination payment and a $4.2 million write-off of unamortized deferred debt issuance costs, resulting from the early redemption of certain higher-priced fixed-rate asset backed notes with proceeds from our lower-priced debt facilities. There was no debt termination expense in 2022.

Realized loss on financial instruments, net and unrealized gain on financial instruments, net for the year decreased $5.5 million and $4.9 million, respectively, from 2021, primarily due to the termination of all interest rate swaps not designated under hedge accounting during the second and third quarter of 2021. As of September 30, 2021, all of our outstanding interest rate swaps were designated under hedge accounting and no longer generate realized or unrealized gain (loss) on financial instruments.

 

 

 

 

 


Conference Call and Webcast

A conference call to discuss the financial results for the fourth quarter and full year of 2022 will be held at 11:00 am Eastern Time on Tuesday, February 14, 2023. 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 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 and we are 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) As exceptional gain on sale normalizes to more sustainable levels, our long-term lease contracts in particular will support high utilization and long-term profitability which places us in an ideal position to prepare for the next favorable market opportunity; (ii) Looking ahead, we expect stabilizing performance in 2023 as we continue to strategically assess the environment and invest only in opportunities in line with our long-term profitability objectives; 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 Balance Sheets

(Unaudited)

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

 

 

 

December 31, 2022

 

 

December 31, 2021

 

Assets

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

Cash and cash equivalents

 

$

164,818

 

 

$

206,210

 

Marketable securities

 

 

1,411

 

 

 

 

Accounts receivable, net of allowance of $1,582 and $1,290, respectively

 

 

114,805

 

 

 

125,746

 

Net investment in finance leases, net of allowance of $252 and $100, respectively

 

 

130,913

 

 

 

113,048

 

Container leaseback financing receivable, net of allowance of $62 and $38, respectively

 

 

53,652

 

 

 

30,317

 

Trading containers

 

 

4,848

 

 

 

12,740

 

Containers held for sale

 

 

31,637

 

 

 

7,007

 

Prepaid expenses and other current assets

 

 

16,703

 

 

 

14,184

 

Due from affiliates, net

 

 

2,758

 

 

 

2,376

 

Total current assets

 

 

521,545

 

 

 

511,628

 

Restricted cash

 

 

102,591

 

 

 

76,362

 

Marketable securities

 

 

 

 

 

2,866

 

Containers, net of accumulated depreciation of $2,029,667 and $1,851,664, respectively

 

 

4,365,124

 

 

 

4,731,878

 

Net investment in finance leases, net of allowance of $1,027 and $643 respectively

 

 

1,689,123

 

 

 

1,693,042

 

Container leaseback financing receivable, net of allowance of $52 and $75, respectively

 

 

770,980

 

 

 

323,830

 

Derivative instruments

 

 

149,244

 

 

 

12,278

 

Deferred taxes

 

 

1,135

 

 

 

1,073

 

Other assets

 

 

13,492

 

 

 

14,487

 

Total assets

 

$

7,613,234

 

 

$

7,367,444

 

Liabilities and Equity

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

Accounts payable and accrued expenses

 

$

24,160

 

 

$

22,111

 

Container contracts payable

 

 

6,648

 

 

 

140,968

 

Other liabilities

 

 

5,060

 

 

 

4,895

 

Due to container investors, net

 

 

16,132

 

 

 

17,985

 

Debt, net of unamortized costs of $7,938 and $8,624, respectively

 

 

377,898

 

 

 

380,207

 

Total current liabilities

 

 

429,898

 

 

 

566,166

 

Debt, net of unamortized costs of $26,946 and $32,019, respectively

 

 

5,127,021

 

 

 

4,960,313

 

Derivative instruments

 

 

 

 

 

2,139

 

Income tax payable

 

 

13,196

 

 

 

10,747

 

Deferred taxes

 

 

13,105

 

 

 

7,589

 

Other liabilities

 

 

33,725

 

 

 

39,236

 

Total liabilities

 

 

5,616,945

 

 

 

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; 59,943,282 shares issued
  and 43,634,655 shares outstanding at 2022; 59,503,710 shares issued and 48,831,855 shares
  outstanding at 2021

 

 

599

 

 

 

595

 

Treasury shares, at cost, 16,308,627 and 10,671,855 shares, respectively

 

 

(337,551

)

 

 

(158,459

)

Additional paid-in capital

 

 

442,154

 

 

 

428,945

 

Accumulated other comprehensive income

 

 

147,350

 

 

 

9,750

 

Retained earnings

 

 

1,443,737

 

 

 

1,200,423

 

Total shareholders’ equity

 

 

1,996,289

 

 

 

1,781,254

 

Total liabilities and shareholders' equity

 

$

7,613,234

 

 

$

7,367,444

 

 

 

 

 

 

 

 

 

 

 


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 December 31,

 

 

Years Ended December 31,

 

 

2022

 

 

2021

 

 

2022

 

 

2021

 

Revenues:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating leases - owned fleet

 

$

151,936

 

 

 

$

153,962

 

 

 

$

609,558

 

 

 

$

589,045

 

Operating leases - managed fleet

 

 

11,994

 

 

 

 

13,055

 

 

 

 

49,635

 

 

 

 

56,037

 

Finance leases and container leaseback financing
  receivable - owned fleet

 

 

38,982

 

 

 

 

31,205

 

 

 

 

150,821

 

 

 

 

105,648

 

Total lease rental income

 

 

202,912

 

 

 

 

198,222

 

 

 

 

810,014

 

 

 

 

750,730

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Management fees - non-leasing

 

 

897

 

 

 

 

614

 

 

 

 

2,812

 

 

 

 

3,360

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Trading container sales proceeds

 

 

4,990

 

 

 

 

9,397

 

 

 

 

23,791

 

 

 

 

32,045

 

Cost of trading containers sold

 

 

(4,904

)

 

 

 

(7,673

)

 

 

 

(21,939

)

 

 

 

(21,285

)

Trading container margin

 

 

86

 

 

 

 

1,724

 

 

 

 

1,852

 

 

 

 

10,760

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gain on sale of owned fleet containers, net

 

 

15,033

 

 

 

 

16,007

 

 

 

 

76,947

 

 

 

 

67,229

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Direct container expense - owned fleet

 

 

10,965

 

 

 

 

5,590

 

 

 

 

31,980

 

 

 

 

23,384

 

Distribution expense to managed fleet container investors

 

 

10,723

 

 

 

 

11,590

 

 

 

 

44,150

 

 

 

 

50,360

 

Depreciation and amortization

 

 

74,140

 

 

 

 

73,165

 

 

 

 

292,828

 

 

 

 

284,115

 

General and administrative expense

 

 

11,898

 

 

 

 

12,199

 

 

 

 

48,349

 

 

 

 

46,462

 

Bad debt (recovery) expense, net

 

 

(3

)

 

 

 

(60

)

 

 

 

740

 

 

 

 

(1,285

)

Container lessee default (recovery) expense, net

 

 

(339

)

 

 

 

97

 

 

 

 

1,179

 

 

 

 

(1,088

)

Total operating expenses

 

 

107,384

 

 

 

 

102,581

 

 

 

 

419,226

 

 

 

 

401,948

 

Income from operations

 

 

111,544

 

 

 

 

113,986

 

 

 

 

472,399

 

 

 

 

430,131

 

Other (expense) income:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense

 

 

(43,105

)

 

 

 

(34,888

)

 

 

 

(157,249

)

 

 

 

(127,269

)

Debt termination expense

 

 

 

 

 

 

(131

)

 

 

 

 

 

 

 

(15,209

)

Realized loss on financial instruments, net

 

 

(91

)

 

 

 

(118

)

 

 

 

(91

)

 

 

 

(5,634

)

Unrealized (loss) gain on financial instruments, net

 

 

(176

)

 

 

 

(272

)

 

 

 

(502

)

 

 

 

4,409

 

Other, net

 

 

658

 

 

 

 

160

 

 

 

 

2,406

 

 

 

 

(367

)

Net other expense

 

 

(42,714

)

 

 

 

(35,249

)

 

 

 

(155,436

)

 

 

 

(144,070

)

Income before income taxes

 

 

68,830

 

 

 

 

78,737

 

 

 

 

316,963

 

 

 

 

286,061

 

Income tax expense

 

 

(2,007

)

 

 

 

(883

)

 

 

 

(7,539

)

 

 

 

(1,773

)

Net income

 

 

66,823

 

 

 

 

77,854

 

 

 

 

309,424

 

 

 

 

284,288

 

Less: Dividends on preferred shares

 

 

4,969

 

 

 

 

4,969

 

 

 

 

19,875

 

 

 

 

10,829

 

Net income attributable to common shareholders

 

$

61,854

 

 

 

$

72,885

 

 

 

$

289,549

 

 

 

$

273,459

 

Net income attributable to common shareholders per share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

1.40

 

 

 

$

1.48

 

 

 

$

6.23

 

 

 

$

5.51

 

Diluted

 

$

1.38

 

 

 

$

1.45

 

 

 

$

6.12

 

 

 

$

5.41

 

Weighted average shares outstanding (in thousands):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

 

44,149

 

 

 

 

49,093

 

 

 

 

46,471

 

 

 

 

49,624

 

Diluted

 

 

44,938

 

 

 

 

50,097

 

 

 

 

47,299

 

 

 

 

50,576

 

 


TEXTAINER GROUP HOLDINGS LIMITED AND SUBSIDIARIES

Consolidated Statements of Cash Flows

(Unaudited)

(All currency expressed in United States dollars in thousands)

 

 

 

Years Ended December 31,

 

 

 

2022

 

 

2021

 

Cash flows from operating activities:

 

 

 

 

 

 

Net income

 

$

309,424

 

 

$

284,288

 

Adjustments to reconcile net income to net cash provided by operating activities:

 

 

 

 

 

 

Depreciation and amortization

 

 

292,828

 

 

 

284,115

 

Bad debt expense (recovery), net

 

 

740

 

 

 

(1,285

)

Container write-off (recovery) from lessee default, net

 

 

1,910

 

 

 

(4,868

)

Unrealized loss (gain) on financial instruments, net

 

 

502

 

 

 

(4,409

)

Amortization of unamortized debt issuance costs and accretion
    of bond discounts

 

 

10,129

 

 

 

9,845

 

Debt termination expense

 

 

 

 

 

15,209

 

Gain on sale of owned fleet containers, net

 

 

(76,947

)

 

 

(67,229

)

Share-based compensation expense

 

 

7,728

 

 

 

6,699

 

Changes in operating assets and liabilities

 

 

206,205

 

 

 

89,418

 

Total adjustments

 

 

443,095

 

 

 

327,495

 

Net cash provided by operating activities

 

 

752,519

 

 

 

611,783

 

Cash flows from investing activities:

 

 

 

 

 

 

Purchase of containers

 

 

(403,783

)

 

 

(2,082,577

)

Payment on container leaseback financing receivable

 

 

(533,867

)

 

 

(18,705

)

Proceeds from sale of containers and fixed assets

 

 

199,158

 

 

 

142,276

 

Receipt of principal payments on container leaseback financing receivable

 

 

59,719

 

 

 

30,119

 

Other

 

 

(2,538

)

 

 

(1,242

)

Net cash used in investing activities

 

 

(681,311

)

 

 

(1,930,129

)

Cash flows from financing activities:

 

 

 

 

 

 

Proceeds from debt

 

 

989,650

 

 

 

4,863,756

 

Payments on debt

 

 

(831,010

)

 

 

(3,635,663

)

Payment of debt issuance costs

 

 

(4,370

)

 

 

(27,895

)

Proceeds from container leaseback financing liability, net

 

 

 

 

 

16,305

 

Principal repayments on container leaseback financing liability, net

 

 

(799

)

 

 

(3,314

)

Issuance of preferred shares, net of underwriting discount

 

 

 

 

 

290,550

 

Purchase of treasury shares

 

 

(179,092

)

 

 

(72,220

)

Issuance of common shares upon exercise of share options

 

 

5,485

 

 

 

9,043

 

Dividends paid on common shares

 

 

(46,235

)

 

 

(12,285

)

Dividends paid on preferred shares

 

 

(19,875

)

 

 

(9,975

)

Purchase of noncontrolling interest

 

 

 

 

 

(21,500

)

Other

 

 

 

 

 

(970

)

Net cash (used in) provided by financing activities

 

 

(86,246

)

 

 

1,395,832

 

Effect of exchange rate changes

 

 

(125

)

 

 

(79

)

Net (decrease) increase in cash, cash equivalents and restricted cash

 

 

(15,163

)

 

 

77,407

 

Cash, cash equivalents and restricted cash, beginning of the year

 

 

282,572

 

 

 

205,165

 

Cash, cash equivalents and restricted cash, end of the year

 

$

267,409

 

 

$

282,572

 

 

 

 

 

 

 

 

Supplemental disclosures of cash flow information:

 

 

 

 

 

 

Cash paid for interest expense and realized loss and settlement on derivative instruments, net

 

$

144,637

 

 

$

145,711

 

Income taxes paid

 

$

815

 

 

$

1,567

 

Receipt of payments on finance leases, net of income earned

 

$

193,157

 

 

$

104,770

 

Supplemental disclosures of noncash operating activities:

 

 

 

 

 

 

Receipt of marketable securities from a lessee

 

$

-

 

 

$

5,789

 

Right-of-use asset for leased property

 

$

-

 

 

$

272

 

Supplemental disclosures of noncash investing activities:

 

 

 

 

 

 

Decrease in accrued container purchases

 

$

(134,320

)

 

$

(90,679

)

Containers placed in finance leases

 

$

219,813

 

 

$

1,043,323

 

 

 

 


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 and twelve months ended December 31, 2022 and 2021 and for the three months ended September 30, 2022.

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,

 

 

Years Ended,

 

 

 

December 31, 2022

 

 

September 30, 2022

 

 

December 31, 2021

 

 

December 31, 2022

 

 

December 31, 2021

 

 

 

(Dollars in thousands,

 

 

(Dollars in thousands,

 

 

 

except per share amounts)

 

 

except per share amounts)

 

 

 

(Unaudited)

 

 

(Unaudited)

 

Reconciliation of adjusted net income:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income attributable to common shareholders

 

$

61,854

 

 

$

76,400

 

 

$

72,885

 

 

$

289,549

 

 

$

273,459

 

Adjustments:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Debt termination expense

 

 

 

 

 

 

 

 

131

 

 

 

 

 

 

15,209

 

Unrealized loss (gain) on financial instruments, net

 

 

176

 

 

 

204

 

 

 

272

 

 

 

502

 

 

 

(4,409

)

Loss on settlement of pre-existing management agreement

 

 

 

 

 

 

 

 

 

 

 

 

 

 

116

 

Impact of reconciling items on income tax

 

 

(37

)

 

 

(42

)

 

 

(59

)

 

 

(105

)

 

 

(288

)

Adjusted net income

 

$

61,993

 

 

$

76,562

 

 

$

73,229

 

 

$

289,946

 

 

$

284,087

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Adjusted net income per diluted common share

 

$

1.38

 

 

$

1.64

 

 

$

1.46

 

 

$

6.13

 

 

$

5.62

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended,

 

 

Years Ended,

 

 

 

December 31, 2022

 

 

September 30, 2022

 

 

December 31, 2021

 

 

December 31, 2022

 

 

December 31, 2021

 

 

 

(Dollars in thousands)

 

 

(Dollars in thousands)

 

 

 

(Unaudited)

 

 

(Unaudited)

 

Reconciliation of adjusted EBITDA:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income attributable to common shareholders

 

$

61,854

 

 

$

76,400

 

 

$

72,885

 

 

$

289,549

 

 

$

273,459

 

Adjustments:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest income

 

 

(1,818

)

 

 

(1,150

)