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8-K - 8-K - TAL International Group, Inc.a12-16961_18k.htm

Exhibit 99.1

 

TAL INTERNATIONAL GROUP, INC. REPORTS SECOND QUARTER 2012 RESULTS AND INCREASES QUARTERLY DIVIDEND TO $0.60

 

Purchase, New York, July 25, 2012 — TAL International Group, Inc. (NYSE: TAL), one of the world’s largest lessors of intermodal freight containers and chassis, today reported results for the second quarter ended June 30, 2012.

 

Highlights:

 

·                                          TAL reported Adjusted pre-tax income of $1.54 per fully diluted share for the second quarter of 2012, an increase of 0.7% from the second quarter of 2011. 

·                                          TAL reported leasing revenues of $127.9 million for the second quarter of 2012, an increase of 20.1% from the second quarter of 2011.

·                                          TAL reported Adjusted EBITDA of $135.7 million for the second quarter of 2012, an increase of 11.4% from the second quarter of 2011.

·                                          TAL continues to invest aggressively in its business.  Year to date, TAL has invested roughly $750 million in new container purchases and sale-leaseback transactions.

·                                          TAL announced a $0.02 increase in its quarterly dividend to $0.60 per share payable on September 25, 2012 to shareholders of record as of September 4, 2012.

 

Adjusted pre-tax income (1), excluding gains and losses on interest rate swaps, was $51.9 million for the second quarter of 2012, compared to $51.0 million for the second quarter of 2011.  Adjusted pre-tax income per fully diluted common share was $1.54 for the second quarter of 2012, compared to $1.53 for the second quarter of 2011.  The Company focuses on Adjusted pre-tax results since it considers gains and losses on interest rate swaps to be unrelated to operating performance and since it does not expect to pay any significant income taxes for a number of years due to the availability of accelerated tax depreciation on its existing container fleet and anticipated future equipment purchases.

 

Leasing revenues for the second quarter of 2012 were $127.9 million, compared to $106.5 million for the second quarter of 2011.  Adjusted EBITDA (1), including principal payments on finance leases, was $135.7 million for the second quarter of 2012, compared to $121.8 million for the second quarter of 2011.

 

Adjusted net income (1), excluding gains and losses on interest rate swaps, was $33.6 million for the second quarter of 2012, compared to $33.0 million for the second quarter of 2011.  Adjusted net income per fully diluted common share was $1.00 for the second quarter of 2012, compared to $0.99 for the second quarter of 2011.

 

Reported net income for the second quarter of 2012 was $29.3 million compared to $23.2 million for the second quarter of 2011.  Net income per fully diluted common share was $0.87 for the second quarter of 2012, compared to $0.70 for the second quarter of 2011.  The difference between Adjusted net income and reported net income in the second quarter of 2012 was due to net losses on interest rate swaps.  TAL uses interest rate swaps to synthetically fix the interest rates for most of its floating rate debt so that the duration of the fixed interest rates match the expected duration of TAL’s lease portfolio.  TAL does not use hedge accounting for the majority of its swaps, so most of the change in the market value of TAL’s interest rate swap portfolio is reflected in reported net income.  During the second quarter of 2012, long-term interest rates decreased resulting in a $6.7 million decrease in the market value of TAL’s swap contracts.

 



 

“TAL continued to deliver outstanding operational and financial results in the second quarter of 2012,” commented Brian M. Sondey, President and CEO of TAL International.  “Our leasing revenue increased 20% from the second quarter of last year, reflecting our aggressive investments and the continued high utilization of our container fleet.  Our leasing revenue also benefitted this quarter from lease termination fees paid by one of our customers as part of their effort to exit non-core trade lanes.  Our utilization averaged 97.8% in the second quarter and stood at 97.7% as of July 25, 2012.  Our Adjusted pretax income per share was relatively flat this quarter compared to the second quarter of 2011, as lower used container sale prices and disposal gains offset the benefits of our fleet growth.  Still, our financial performance remains very strong, and the shift in the mix of our income toward recurring leasing revenue creates a solid foundation for future performance.”

 

“We continue to aggressively grow our business.  Through July 25, 2012, we have invested roughly $750 million in new container purchases and sale-leaseback transactions.  Approximately 75% of this equipment, together with our inventory of uncommitted factory containers at the beginning of the year, has been committed to lease.  This continued high level of investment and lease activity should ensure that 2012 will be another year of strong growth for TAL.  Pick-up activity for units committed to lease was slightly lower than we had expected in the second quarter, as renewed global economic uncertainty seems to have taken some momentum away from peak season shipping volumes.  But we have a large number of new and sale-leaseback containers committed to go on-hire, trade growth is still expected to remain solidly positive this year, and we expect pick-ups to accelerate in the third quarter.”

 

“Our outstanding operational and financial performance continues to be supported by attractive market fundamentals.  Containerized trade growth is expected to remain solidly positive this year despite the weak economies in many developed countries.  The global supply / demand balance for containers remains tight, with inventories of used depot containers still unusually low.  Our shipping line customers continue to be cautious about investing in new containers due to the financial challenges they are facing, and total new container purchases have been fairly low so far this year.  Many of our customers also remain interested in pursuing sale-leaseback transactions for their existing containers.  The market share shift from owned to leased containers continues to allow us to grow aggressively in a moderate growth environment.”

 

Adjusted pre-tax income (1), excluding gains and losses on interest rate swaps, was $99.9 million for the six months ended June 30, 2012 compared to $93.5 million for the same period in 2011.  Adjusted pre-tax income per fully diluted common share was $2.97 for the six months ended June 30, 2012 compared to $2.91 for the same period in 2011.

 

Leasing revenues for the six months ended June 30, 2012 were $251.0 million compared to $206.1 million for the same period in 2011.  Adjusted EBITDA (1), including principal payments on finance leases, was $264.0 million for the six months ended June 30, 2012 compared to $228.4 million for the same period in 2011.

 

Adjusted net income (1), excluding gains and losses on interest rate swaps, was $64.7 million for the six months ended June 30, 2012, compared to $60.4 million for the same period in 2011.  Adjusted net income per fully diluted common share was $1.92 for the six months ended June 30, 2012 compared to $1.88 for the same period in 2011.

 

2



 

Reported net income for the six months ended June 30, 2012 was $62.2 million compared to $55.8 million for the same period in 2011.  Net income per fully diluted common share was $1.85 for the six months ended June 30, 2012 compared to $1.73 for the same period in 2011.

 

Outlook

 

Mr. Sondey continued, “We generally expect strong market conditions to continue.  We expect our utilization and other key operating metrics to remain near peak levels through the rest of the year, though our investment pace will likely slow in the second half of the year due to the relatively large number of containers committed to lease but still awaiting pick-up and the limited time remaining to order dry containers for delivery within the summer peak season.  Our existing lease commitments should lead to an acceleration in pick-ups and our leasing revenue in the third quarter, but this will be somewhat offset on a sequential basis by the absence of the lease termination fees that benefitted the second quarter of 2012.  We expect used container sale prices to remain near their current level through the end of the summer peak season for dry containers.  Overall, we expect our Adjusted pretax income in the third quarter of 2012 to be steady to slightly higher compared to the second quarter of 2012.”

 

Dividend

 

TAL’s Board of Directors has approved and declared a $0.60 per share quarterly cash dividend on its issued and outstanding common stock, payable on September 25, 2012 to shareholders of record at the close of business on September 4, 2012.  These distributions generally qualify as a return of capital rather than a taxable dividend, and based on current information, we expect that to be the case in 2012. Investors should consult with a tax advisor to determine the proper tax treatment of this distribution.

 

Mr. Sondey concluded, “We are very pleased to announce an increase to our dividend again this quarter.  The increase reflects our continued strong performance, the growth in our leasing revenues and our general expectations that our market environment will remain favorable for the foreseeable future.”

 

Investors’ Webcast

 

TAL will hold a Webcast at 9 a.m. (New York time) on Thursday, July 26, 2012 to discuss its second quarter results.  An archive of the Webcast will be available one hour after the live call through Friday, August 31, 2012. To access the live Webcast or archive, please visit the Company’s Web site at http://www.talinternational.com.

 

About TAL International Group, Inc.

 

TAL is one of the world’s largest lessors of intermodal freight containers and chassis with 17 offices in 11 countries and approximately 225 third-party container depot facilities in 39 countries. The Company’s global operations include the acquisition, leasing, re-leasing and subsequent sale of multiple types of intermodal containers and chassis. TAL’s fleet consists of approximately 1,104,000 containers and related equipment representing approximately 1,787,000 twenty-foot equivalent units (TEU). This places TAL among the world’s largest independent lessors of intermodal containers and chassis as measured by fleet size.

 

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Contact

 

Jeffrey Casucci

Vice President

Treasury and Investor Relations

(914) 697-2900

 

4



 

Important Cautionary Information Regarding Forward-Looking Statements

 

Statements in this press release regarding TAL International Group, Inc.’s business that are not historical facts are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Readers are cautioned that these statements involve risks and uncertainties, are only predictions and may differ materially from actual future events or results. For a discussion of such risks and uncertainties, see “Risk Factors” in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 22, 2012.

 

The Company’s views, estimates, plans and outlook as described within this document may change subsequent to the release of this statement.  The Company is under no obligation to modify or update any or all of the statements it has made herein despite any subsequent changes the Company may make in its views, estimates, plans or outlook for the future.

 

(1) Adjusted pre-tax income, Adjusted EBITDA and Adjusted net income are non-GAAP measurements we believe are useful in evaluating our operating performance.  The Company’s definition and calculation of Adjusted pre-tax income, Adjusted EBITDA and Adjusted net income are outlined in the attached schedules.

 

Please see page 8 for a detailed reconciliation of these financial measurements.

 

-Financial Tables Follow-

 

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TAL INTERNATIONAL GROUP, INC.

Consolidated Balance Sheets

(Dollars in thousands, except share data)

(Unaudited)

 

 

 

June 30,
2012

 

December 31,
2011

 

ASSETS:

 

 

 

 

 

Leasing equipment, net of accumulated depreciation and allowances of $697,080 and $626,965

 

$

2,993,687

 

$

2,663,443

 

Net investment in finance leases, net of allowances of $978 and $1,073

 

133,400

 

146,742

 

Equipment held for sale

 

31,744

 

47,048

 

Revenue earning assets

 

3,158,831

 

2,857,233

 

Cash and cash equivalents

 

56,308

 

140,877

 

Restricted cash

 

36,825

 

34,466

 

Accounts receivable, net of allowances of $656 and $667

 

64,219

 

56,491

 

Goodwill

 

71,898

 

71,898

 

Deferred financing costs

 

26,351

 

24,028

 

Other assets

 

13,984

 

11,539

 

Fair value of derivative instruments

 

757

 

771

 

Total assets

 

$

3,429,173

 

$

3,197,303

 

LIABILITIES AND STOCKHOLDERS’ EQUITY:

 

 

 

 

 

Equipment purchases payable

 

$

115,965

 

$

55,320

 

Fair value of derivative instruments

 

70,045

 

78,122

 

Accounts payable and other accrued expenses

 

61,768

 

66,607

 

Net deferred income tax liability

 

232,061

 

198,867

 

Debt

 

2,359,245

 

2,235,585

 

Total liabilities

 

2,839,084

 

2,634,501

 

Stockholders’ equity:

 

 

 

 

 

Preferred stock, $.001 par value, 500,000 shares authorized, none issued

 

 

 

Common stock, $.001 par value, 100,000,000 shares authorized, 36,584,876 and 36,412,659 shares issued respectively

 

37

 

36

 

Treasury stock, at cost, 3,011,843 shares

 

(37,535

)

(37,535

)

Additional paid-in capital

 

492,496

 

489,468

 

Accumulated earnings

 

144,741

 

120,449

 

Accumulated other comprehensive (loss)

 

(9,650

)

(9,616

)

Total stockholders’ equity

 

590,089

 

562,802

 

Total liabilities and stockholders’ equity

 

$

3,429,173

 

$

3,197,303

 

 

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TAL INTERNATIONAL GROUP, INC.

Consolidated Statements of Operations

(Dollars and shares in thousands, except per share data)

(Unaudited)

 

 

 

Three Months Ended
June 30,

 

Six Months Ended
June 30,

 

 

 

2012

 

2011

 

2012

 

2011

 

Revenues:

 

 

 

 

 

 

 

 

 

Leasing revenues:

 

 

 

 

 

 

 

 

 

Operating leases

 

$

124,303

 

$

102,294

 

$

243,784

 

$

197,618

 

Finance leases

 

3,552

 

4,224

 

7,250

 

8,470

 

Total leasing revenues

 

127,855

 

106,518

 

251,034

 

206,088

 

Equipment trading revenue

 

21,308

 

12,877

 

35,769

 

37,093

 

Management fee income

 

820

 

736

 

1,480

 

1,439

 

Other revenues

 

40

 

90

 

72

 

129

 

Total revenues

 

150,023

 

120,221

 

288,355

 

244,749

 

Operating expenses (income):

 

 

 

 

 

 

 

 

 

Equipment trading expenses

 

19,031

 

10,094

 

31,594

 

29,383

 

Direct operating expenses

 

6,026

 

4,363

 

11,607

 

8,463

 

Administrative expenses

 

11,128

 

10,612

 

22,234

 

21,175

 

Depreciation and amortization

 

47,169

 

35,161

 

92,374

 

67,414

 

Provision for doubtful accounts

 

(183

)

102

 

(169

)

141

 

Net (gain) on sale of leasing equipment

 

(13,152

)

(16,899

)

(23,912

)

(24,784

)

Total operating expenses

 

70,019

 

43,433

 

133,728

 

101,792

 

Operating income

 

80,004

 

76,788

 

154,627

 

142,957

 

Other expenses:

 

 

 

 

 

 

 

 

 

Interest and debt expense

 

28,073

 

25,750

 

54,698

 

49,481

 

Net loss on interest rate swaps

 

6,728

 

15,139

 

3,756

 

7,132

 

Total other expenses

 

34,801

 

40,889

 

58,454

 

56,613

 

Income before income taxes

 

45,203

 

35,899

 

96,173

 

86,344

 

Income tax expense

 

15,906

 

12,708

 

33,949

 

30,566

 

Net income

 

$

29,297

 

$

23,191

 

$

62,224

 

$

55,778

 

Net income per common share—Basic

 

$

0.88

 

$

0.70

 

$

1.87

 

$

1.76

 

Net income per common share—Diluted

 

$

0.87

 

$

0.70

 

$

1.85

 

$

1.73

 

Cash dividends paid per common share

 

$

0.58

 

$

0.50

 

$

1.13

 

$

0.95

 

Weighted average number of common shares outstanding—Basic

 

33,216

 

32,905

 

33,204

 

31,732

 

Weighted average number of common shares outstanding—Diluted

 

33,634

 

33,353

 

33,603

 

32,164

 

 

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Non-GAAP Financial Measures

 

We use the terms “EBITDA”, “Adjusted EBITDA”, “Adjusted pre-tax income”, and “Adjusted net income” throughout this press release. EBITDA is defined as net income before interest and debt expense, income tax expense, depreciation and amortization. Adjusted EBITDA is defined as EBITDA excluding gains and losses on interest rate swaps, plus principal payments on finance leases.

 

Adjusted pre-tax income is defined as income before income taxes as further adjusted for certain items which are described in more detail below, which management believes are not representative of our operating performance. Adjusted pre-tax income excludes gains and losses on interest rate swaps. Adjusted net income is defined as net income further adjusted for the item discussed above, net of income tax.

 

EBITDA, Adjusted EBITDA, Adjusted pre-tax income, and Adjusted net income are not presentations made in accordance with U.S. GAAP, and should not be considered as alternatives to, or more meaningful than, amounts determined in accordance with U.S. GAAP, including net income, or net cash from operating activities.

 

We believe that EBITDA, Adjusted EBITDA, Adjusted pre-tax income and Adjusted net income are useful to an investor in evaluating our operating performance because:

 

·  these measures are widely used by securities analysts and investors to measure a company’s operating performance without regard to items such as interest and debt expense, income tax expense, depreciation and amortization, and gains and losses on interest rate swaps, which can vary substantially from company to company depending upon accounting methods and the book value of assets, capital structure and the method by which assets were acquired;

 

·  these measures help investors to more meaningfully evaluate and compare the results of our operations from period to period by removing the impact of our capital structure, our asset base and certain non-routine events which we do not expect to occur in the future; and

 

·  these measures are used by our management for various purposes, including as measures of operating performance to assist in comparing performance from period to period on a consistent basis, in presentations to our board of directors concerning our financial performance and as a basis for strategic planning and forecasting.

 

We have provided reconciliations of net income, the most directly comparable U.S. GAAP measure, to EBITDA and Adjusted EBITDA in the tables below for the three and six months ended June 30, 2012 and 2011.

 

Additionally, we have provided reconciliations of income before income taxes and net income, the most directly comparable U.S. GAAP measures to Adjusted pre-tax income and Adjusted net income in the tables below for the three and six months ended June 30, 2012 and 2011.

 

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TAL INTERNATIONAL GROUP, INC.

Non-GAAP Reconciliations of EBITDA and Adjusted EBITDA
(Dollars in Thousands)
(Unaudited)

 

 

 

Three Months Ended
June 30,

 

Six Months Ended
June 30,

 

 

 

2012

 

2011

 

2012

 

2011

 

Net income

 

$

29,297

 

$

23,191

 

$

62,224

 

$

55,778

 

Add (subtract):

 

 

 

 

 

 

 

 

 

Depreciation and amortization

 

47,169

 

35,161

 

92,374

 

67,414

 

Interest and debt expense

 

28,073

 

25,750

 

54,698

 

49,481

 

Income tax expense

 

15,906

 

12,708

 

33,949

 

30,566

 

EBITDA

 

120,445

 

96,810

 

243,245

 

203,239

 

Add:

 

 

 

 

 

 

 

 

 

Net loss on interest rate swaps

 

6,728

 

15,139

 

3,756

 

7,132

 

Principal payments on finance lease

 

8,511

 

9,889

 

17,037

 

18,033

 

Adjusted EBITDA

 

$

135,684

 

$

121,838

 

$

264,038

 

$

228,404

 

 

TAL INTERNATIONAL GROUP, INC.

Non-GAAP Reconciliations of Adjusted Pre-tax Income and Adjusted Net Income
(Dollars in Thousands)
(Unaudited)

 

 

 

Three Months Ended
June 30,

 

Six Months Ended
June 30,

 

 

 

2012

 

2011

 

2012

 

2011

 

Income before income taxes

 

$

45,203

 

$

35,899

 

$

96,173

 

$

86,344

 

Add (subtract):

 

 

 

 

 

 

 

 

 

Net loss on interest rate swaps

 

6,728

 

15,139

 

3,756

 

7,132

 

Adjusted pre-tax income

 

$

51,931

 

$

51,038

 

$

99,929

 

$

93,476

 

Adjusted pre-tax income per fully diluted share

 

$

1.54

 

$

1.53

 

$

2.97

 

$

2.91

 

Weighted average number of common shares outstanding—Diluted

 

33,634

 

33,353

 

33,603

 

32,164

 

 

 

 

Three Months Ended
June 30,

 

Six Months Ended
June 30,

 

 

 

2012

 

2011

 

2012

 

2011

 

Net income

 

$

29,297

 

$

23,191

 

$

62,224

 

$

55,778

 

Add (subtract):

 

 

 

 

 

 

 

 

 

Net loss on interest rate swaps, net of tax

 

4,352

 

9,780

 

2,432

 

4,606

 

Adjusted net income

 

$

33,649

 

$

32,971

 

$

64,656

 

$

60,384

 

Adjusted net income per fully diluted share

 

$

1.00

 

$

0.99

 

$

1.92

 

$

1.88

 

Weighted average number of common shares outstanding—Diluted

 

33,634

 

33,353

 

33,603

 

32,164

 

 

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