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 13, 2024

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)

Securities registered or to be registered pursuant to Section 12(b) of the Act.

Title of each class		Trading Symbols		Name of each exchange on which registered
Common Shares, $0.01 par value		TGH		New York Stock Exchange
7.000% Series A Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preference Shares, $0.01 par value		TGH PRA		New York Stock Exchange
6.250% Series B Fixed Rate Cumulative Redeemable Perpetual Preference Shares, par value $0.01		TGH PRB		New York Stock Exchange

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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Explanatory Note

On January 17, 2024, Textainer Group Holdings Limited, an exempted company limited by shares incorporated under the laws of Bermuda (the “Company” or “Textainer”) furnished to the U.S. Securities and Exchange Commission (the “SEC”) a Report on Form 6-K a proxy statement (the “Proxy Statement”) in connection with a special general shareholder meeting to be held on February 22, 2024 to approve its proposed acquisition by entities affiliated with Stonepeak, a leading alternative investment firm specializing in infrastructure and real assets.
 

This Report on Form 6-K (including the Press Release attached as Exhibit 99.1 hereto (the “Press Release”)) is being furnished to the SEC and is incorporated by reference into the Proxy Statement. To the extent that the information set forth in the Press Release differs from or updates information contained in the Proxy Statement or other documents filed with or furnished to the SEC, the information set forth herein shall supersede or supplement the information in the Proxy Statement or such other documents.

Press Release

On February 13, 2024, Textainer issued the Press Release announcing its unaudited results for the fourth-quarter and full-year 2023 and the declaration of a dividend on its common and preferred shares. The Press Release also contemplates, among other things, closing of the proposed Stonepeak transaction in the first quarter of 2024, subject to customary closing conditions, including approval by Textainer’s shareholders and other required regulatory clearances and approvals.

Cautionary Statement Regarding Forward-Looking Statements

Certain statements in this Report on Form 6-K (including the Press Release) may constitute “forward-looking statements.” Actual results could differ materially from those projected or forecast in the forward-looking statements due to risks more specifically set forth in the Press Release, the Proxy Statement and other documents filed by Textainer with the SEC (including its Annual Report on Form 20-F). These risks include those with respect to, among other things, risks related to Textainer’s business and operations and the proposed Stonepeak transaction (including the proposed timing for the transaction’s closing, if at all). In addition, the unaudited results for and balances as of the quarter and year ended December 31, 2023 are subject to change or adjustment in connection with the completion of the related audit thereof.

Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and Textainer assumes no obligation to, and does not intend to, update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise, unless required by law. Textainer does not give any assurance that it will achieve its expectations.

Additional Information and Where to Find It

INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THIS REPORT ON FORM 6-K, THE PROXY STATEMENT, ANY AMENDMENTS OR SUPPLEMENTS THERETO AND ANY OTHER RELEVANT DOCUMENTS THAT MAY BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT TEXTAINER AND ITS BUSINESS AND THE PROPOSED STONEPEAK TRANSACTION.

Investors and security holders will be able to obtain copies of these materials and other documents containing important information about Textainer and the proposed Stonepeak transaction, once such documents are filed with the SEC free of charge through the website maintained by the SEC at www.sec.gov. Copies of documents filed with the SEC by Textainer will be made available free of charge on Textainer’s investor relations website at https://investor.textainer.com/.

 

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THIS REPORT ON FORM 6-K IS HEREBY INCORPORATED BY REFERENCE INTO THE FOLLOWING REGISTRATION STATEMENTS OF THE COMPANY:

 

 

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Exhibits

99.1		Press Release, dated February 13, 2024

 

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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: February 13, 2024

Textainer Group Holdings Limited

/s/ OLIVIER GHESQUIERE

Olivier Ghesquiere

President and Chief Executive Officer

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Exhibit 99.1

Textainer Group Holdings Limited

Reports Fourth-Quarter and Full-Year 2023 Results and Declares Dividend

 

HAMILTON, Bermuda – (GlobeNewswire) – February 13, 2024 –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 unaudited financial results for the fourth-quarter and full-year ended December 31, 2023.

Key Financial Information (in thousands except for per share and TEU amounts) (1) and Business Highlights:

		QTD												Full-Year
		Q4 2023				Q3 2023				Q4 2022				2023				2022
Total lease rental income		$	190,830			$	192,497			$	202,912			$	770,391			$	810,014
Gain on sale of owned fleet containers, net		$	3,967			$	5,197			$	15,033			$	26,415			$	76,947
Income from operations		$	82,277			$	92,165			$	111,544			$	372,499			$	472,399
Net income attributable to common shareholders		$	35,160			$	44,677			$	61,854			$	184,795			$	289,549
Net income attributable to common shareholders    per diluted common share		$	0.84			$	1.07			$	1.38			$	4.33			$	6.12
Adjusted net income (1)		$	47,276			$	45,410			$	61,993			$	197,641			$	289,946
Adjusted net income per diluted common share (1)		$	1.13			$	1.08			$	1.38			$	4.63			$	6.13
Adjusted EBITDA (1)		$	154,237			$	160,454			$	179,464			$	644,634			$	745,514
Average fleet utilization (2)			99.2	%			99.0	%			99.0	%			98.9	%			99.4	%
Total fleet size at end of period (TEU) (3)			4,285,206				4,329,157				4,425,300				4,285,206				4,425,300
Owned percentage of total fleet at end of period			94.0	%			93.9	%			93.6	%			94.0	%			93.6	%

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“We delivered solid full-year and fourth quarter 2023 results, demonstrating the strength in our business fundamentals. For the full year, lease rental income decreased by 5% to $770 million due to fleet attrition stemming from a slower capex environment. Fleet utilization has however increased to its highest level of the year at 99.3% as of the end of the fourth quarter. Adjusted net income was $198 million or $4.63 per diluted common share for the full year, while adjusted EBITDA was $644 million,” stated Olivier Ghesquiere, President and Chief Executive Officer.

“We are incredibly excited about our pending transaction to be acquired by Stonepeak. We believe this acquisition provides a compelling value for our shareholders, while also benefiting the Textainer business and our customers,” concluded Ghesquiere.

Transaction with Stonepeak

 

As previously announced on October 22, 2023, Textainer has entered into a definitive agreement under which Stonepeak will acquire all outstanding common shares of Textainer for $50.00 per share in cash. We currently expect that Textainer’s Series A and B cumulative redeemable perpetual preference shares (and the corresponding depositary shares issued with respect to such preference shares) will be called for redemption at the amount set forth in the applicable certificate of designation for such preference shares no later than 120 days following the closing.

Textainer’s special shareholder meeting to approve the Stonepeak transaction is scheduled on February 22, 2024. The transaction is expected to close in the first quarter of 2024, subject to customary closing conditions, including approval by Textainer’s shareholders and other required regulatory clearances and approvals.

In light of the pending transaction, Textainer will not hold an earnings conference call to discuss its fourth quarter and full-year 2023 results.

 

 

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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) the unaudited results for and balances as of the quarter and year ended December 31, 2023 reflected here in are subject to change or adjustment in connection the completion of the related audit thereof; (ii) risks related to continued market conditions, risks related to our contracted revenue and profitability being supported by long-term leases, and our fixed-rate financing; (iii) risks related to the proposed Stonepeak transaction (including those described below); and (iv) 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 February 14, 2023. Related risks of the proposed Stonepeak transaction include: the transaction may not close in the anticipated timeframe or at all (including as a result of any failure to timely obtain any required regulatory clearances or approvals or Textainer shareholder approval of the transaction); the occurrence of any event, change or other circumstance or condition that could give rise to the termination of the related Merger Agreement, including in circumstances requiring Textainer to pay a termination fee; the possibility that competing offers may be made; risks related to the ability to realize the anticipated benefits of the proposed acquisition, including the possibility that the expected benefits from the acquisition will not be realized or will not be realized within the expected time period; disruption from the transaction making it more difficult to maintain business and operational relationships; continued availability of capital and financing; disruptions in the financial markets; certain restrictions during the pendency of the transaction that may impact Textainer’s ability to pursue certain business opportunities or strategic transactions; risks related to diverting management’s attention from Textainer’s ongoing business operation; negative effects following announcement of or the consummation of the proposed acquisition on the market price of Textainer’s common shares, preference shares and/or operating results.

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.

 

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Additional Information and Where to Find It

 

In connection with the special shareholder meeting to approve the proposed Stonepeak transaction, Textainer mailed or otherwise made available to Textainer’s shareholders as of the January 5, 2024 record date a proxy statement describing the merger proposal to be voted upon at the special meeting, as well as logistical information related to the special meeting. The proxy statement is attached as Exhibit 99.1 to Textainer’s Form 6-K furnished to the SEC on January 17, 2024. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE PROXY STATEMENT, ANY AMENDMENTS OR SUPPLEMENTS THERETO AND ANY OTHER RELEVANT DOCUMENTS THAT MAY BE FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED TRANSACTION OR INCORPORATED BY REFERENCE IN THE PROXY STATEMENT CAREFULLY AND IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT TEXTAINER AND THE PROPOSED TRANSACTION.

Investors and security holders will be able to obtain copies of these materials and other documents containing important information about Textainer and the proposed transaction, once such documents are filed with the SEC free of charge through the website maintained by the SEC at www.sec.gov. Copies of documents filed with the SEC by Textainer will be made available free of charge on Textainer’s investor relations website at https://investor.textainer.com/.

No Offer or Solicitation

 

This communication is for information purposes only and is not intended to and does not constitute, or form part of, an offer, invitation or the solicitation of an offer or invitation to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities, or the solicitation of any vote or approval in any jurisdiction, pursuant to the proposed transaction or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law.

Participants in the Solicitation

 

Textainer and its directors and certain of its executive officers and other employees may be deemed to be participants in the solicitation of proxies from Textainer’s shareholders in connection with the proposed Stonepeak transaction. Information about Textainer’s directors and executive officers is set forth in the proxy statement, including information incorporated by reference into the proxy statement (such as Textainer’s Report on Form 20-F, which was filed with the SEC on February 14, 2023). Investors may obtain additional information regarding the interest of such participants by reading the proxy statement and other relevant materials regarding the acquisition filed with or furnished to the SEC in respect of the proposed transaction. These documents can be obtained free of charge from the sources indicated above in “Additional Information and Where to Find It”.

Textainer Group Holdings Limited

Investor Relations

Phone: +1 (415) 658-8333

ir@textainer.com

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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,
	2023					2022					2023					2022
Revenues:
Operating leases - owned fleet		$	141,525				$	151,936				$	572,611				$	609,558
Operating leases - managed fleet			10,107					11,994					42,315					49,635
Finance leases and container leaseback financing      receivable - owned fleet			39,198					38,982					155,465					150,821
Total lease rental income			190,830					202,912					770,391					810,014
Management fees - non-leasing			512					897					2,486					2,812
Trading container sales proceeds			3,848					4,990					16,987					23,791
Cost of trading containers sold			(3,757	)				(4,904	)				(16,546	)				(21,939	)
Trading container margin			91					86					441					1,852
Gain on sale of owned fleet containers, net			3,967					15,033					26,415					76,947
Operating expenses:
Direct container expense - owned fleet			10,709					10,965					41,284					31,980
Distribution expense to managed fleet container investors			9,006					10,723					37,652					44,150
Depreciation and amortization			67,498					74,140					283,549					292,828
General and administrative expense			25,721					11,898					66,220					48,349
Bad debt expense (recovery), net			40					(3	)				(563	)				740
Container lessee default expense (recovery), net			149					(339	)				(908	)				1,179
Total operating expenses			113,123					107,384					427,234					419,226
Income from operations			82,277					111,544					372,499					472,399
Other (expense) income:
Interest expense			(42,317	)				(43,105	)				(170,336	)				(157,249	)
Debt termination expense			(366	)				—					(366	)				—
Realized (loss) gain on financial instruments, net			—					(91	)				15					(91	)
Unrealized (loss) gain on financial instruments, net			—					(176	)				3					(502	)
Other, net			2,279					658					8,545					2,406
Net other expense			(40,404	)				(42,714	)				(162,139	)				(155,436	)
Income before income taxes			41,873					68,830					210,360					316,963
Income tax expense			(1,744	)				(2,007	)				(5,690	)				(7,539	)
Net income			40,129					66,823					204,670					309,424
Less: Dividends on preferred shares			4,969					4,969					19,875					19,875
Net income attributable to common shareholders		$	35,160				$	61,854				$	184,795				$	289,549
Net income attributable to common shareholders per share:
Basic		$	0.86				$	1.40				$	4.43				$	6.23
Diluted		$	0.84				$	1.38				$	4.33				$	6.12
Weighted average shares outstanding (in thousands):
Basic			41,014					44,149					41,736					46,471
Diluted			41,763					44,938					42,710					47,299

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TEXTAINER GROUP HOLDINGS LIMITED AND SUBSIDIARIES

Consolidated Balance Sheets

(Unaudited)

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

		December 31, 2023				December 31, 2022
Assets
Current assets:
Cash and cash equivalents		$	131,135			$	164,818
Marketable securities			—				1,411
Accounts receivable, net of allowance of $1,578 and $1,582, respectively			102,423				114,805
Net investment in finance leases, net of allowance of $184 and $252, respectively			136,568				130,913
Container leaseback financing receivable, net of allowance of $33 and $62, respectively			55,981				53,652
Trading containers			2,327				4,848
Containers held for sale			28,548				31,637
Prepaid expenses and other current assets			8,389				16,703
Due from affiliates, net			2,928				2,758
Total current assets			468,299				521,545
Restricted cash			92,465				102,591
Containers, net of accumulated depreciation of $2,166,350 and $2,029,667, respectively			3,975,669				4,365,124
Net investment in finance leases, net of allowance of $608 and $1,027 respectively			1,605,516				1,689,123
Container leaseback financing receivable, net of allowance of $5 and $52, respectively			807,048				770,980
Derivative instruments			109,452				149,244
Deferred taxes			520				1,135
Other assets			21,856				13,492
Total assets		$	7,080,825			$	7,613,234
Liabilities and Equity
Current liabilities:
Accounts payable and accrued expenses		$	27,080			$	24,160
Container contracts payable			3,256				6,648
Other liabilities			5,316				5,060
Due to container investors, net			12,820				16,132
Debt, net of unamortized costs of $7,871 and $7,938, respectively			354,650				377,898
Total current liabilities			403,122				429,898
Debt, net of unamortized costs of $20,702 and $26,946, respectively			4,639,155				5,127,021
Derivative instruments			2,911				—
Income tax payable			13,703				13,196
Deferred taxes			11,682				13,105
Other liabilities			28,902				33,725
Total liabilities			5,099,475				5,616,945
Equity:
Textainer Group Holdings Limited 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; 61,068,716 shares issued      and 41,348,793 shares outstanding at December 31, 2023; 59,943,282 shares issued and      43,634,655 shares outstanding at December 31, 2022			611				599
Treasury shares, at cost, 19,719,923 and 16,308,627 shares, respectively			(461,711	)			(337,551	)
Additional paid-in capital			460,421				442,154
Accumulated other comprehensive income			105,203				147,350
Retained earnings			1,576,826				1,443,737
Total shareholders’ equity			1,981,350				1,996,289
Total liabilities and shareholders' equity		$	7,080,825			$	7,613,234

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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,
		2023				2022
Cash flows from operating activities:
Net income		$	204,670			$	309,424
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization			283,549				292,828
Bad debt (recovery) expense, net			(563	)			740
Container (recovery) write-off from lessee default, net			(1,160	)			1,910
Unrealized (gain) loss on financial instruments, net			(3	)			502
Amortization of unamortized debt issuance costs and accretion          of bond discounts			9,224				10,129
Debt termination expense			366				—
Gain on sale of owned fleet containers, net			(26,415	)			(76,947	)
Share-based compensation expense			13,432				7,728
Changes in operating assets and liabilities			146,386				206,205
Total adjustments			424,816				443,095
Net cash provided by operating activities			629,486				752,519
Cash flows from investing activities:
Purchase of containers			(76,795	)			(403,783	)
Payment on container leaseback financing receivable			(96,005	)			(533,867	)
Proceeds from sale of containers			152,693				199,158
Receipt of principal payments on container leaseback financing receivable			58,454				59,719
Other			14				(2,538	)
Net cash provided by (used in) investing activities			38,361				(681,311	)
Cash flows from financing activities:
Proceeds from debt			119,000				989,650
Payments on debt			(636,572	)			(831,010	)
Payment of debt issuance costs			(3,132	)			(4,370	)
Principal repayments on container leaseback financing liability, net			(816	)			(799	)
Purchase of treasury shares			(124,160	)			(179,092	)
Issuance of common shares upon exercise of share options			9,825				5,485
Share repurchase to settle shareholder tax obligations			(4,978	)			—
Dividends paid on common shares			(51,068	)			(46,235	)
Dividends paid on preferred shares			(19,875	)			(19,875	)
Net cash used in financing activities			(711,776	)			(86,246	)
Effect of exchange rate changes			120				(125	)
Net change in cash, cash equivalents and restricted cash			(43,809	)			(15,163	)
Cash, cash equivalents and restricted cash, beginning of the year			267,409				282,572
Cash, cash equivalents and restricted cash, end of the year		$	223,600			$	267,409
Supplemental disclosures of cash flow information:
Interest paid		$	160,048			$	144,637
Income taxes paid		$	2,551			$	815
Receipt of payments on finance leases, net of income earned		$	136,901			$	193,157
Supplemental disclosures of noncash investing activities:
Decrease in accrued container purchases		$	3,392			$	134,320
Containers placed in finance leases		$	57,056			$	219,813

 

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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 unrealized gain (loss) on marketable securities and the related impacts on income taxes. Additionally, adjusted net income excludes transaction and other costs associated with the proposed acquisition, costs associated with departing employees, debt termination expense, and the related impacts on income taxes as they are not normal, recurring operating expenses. 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, 2023 and 2022 and for the three months ended September 30, 2023.

 

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:

 

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		Three Months Ended,												Years Ended,
		December 31, 2023				September 30, 2023				December 31, 2022				December 31, 2023				December 31, 2022
		(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		$	35,160			$	44,677			$	61,854			$	184,795			$	289,549
Adjustments:
Transaction and other costs (including net income tax impact on 162(m) and 280G)			10,818				733				—				11,551				—
Costs associated with departing employees			973												973
Debt termination expense			366				—				—				366				—
Unrealized loss (gain) on marketable securities, net			—				—				176				(3	)			502
Impact of reconciling items on income tax			(41	)			—				(37	)			(41	)			(105	)
Adjusted net income		$	47,276			$	45,410			$	61,993			$	197,641			$	289,946
Adjusted net income per diluted common share		$	1.13			$	1.08			$	1.38			$	4.63			$	6.13

		Three Months Ended,												Years Ended,
		December 31, 2023				September 30, 2023				December 31, 2022				December 31, 2023				December 31, 2022
		(Dollars in thousands)												(Dollars in thousands)
		(Unaudited)												(Unaudited)
Reconciliation of adjusted EBITDA:
Net income attributable to common shareholders		$	35,160			$	44,677			$	61,854			$	184,795			$	289,549
Adjustments:
Interest income			(2,266	)			(2,357	)			(1,818	)			(9,090	)			(3,261	)
Interest expense			42,317				43,751				43,105				170,336				157,249
Debt termination expense			366				—				—				366				—
Unrealized loss (gain) on marketable securities, net			—				—				176				(3	)			502
Income tax expense			1,744				1,124				2,007				5,690				7,539
Depreciation and amortization			67,498				73,686				74,140				283,549				292,828
Container (recovery) write-off from lessee default, net			—				(1,160	)			—				(1,160	)			1,108
Transaction and other costs			8,445				733				—				9,178				—
Cost associated with departing employees			973				—				—				973				—
Adjusted EBITDA		$	154,237			$	160,454			$	179,464			$	644,634			$	745,514

		Three Months Ended,												Years Ended,
		December 31, 2023				September 30, 2023				December 31, 2022				December 31, 2023				December 31, 2022
		(Dollars in thousands,												(Dollars in thousands,
		except per share amount)												except per share amount)
		(Unaudited)												(Unaudited)
Reconciliation of headline earnings:
Net income attributable to common shareholders		$	35,160			$	44,677			$	61,854			$	184,795			$	289,549
Adjustments:
Container (recovery) write-off from lessee default, net			—				(1,160	)			—				(1,160	)			1,108
Transaction and other costs (including net income tax impact on 162(m) and 280G)			10,818				733				—				11,551				—
Cost associated with departing employees			973				—				—				973				—
Impact of reconciling items on income tax			(38	)			10				—				(28	)			(10	)
Headline earnings		$	46,913			$	44,260			$	61,854			$	196,131			$	290,647
Headline earnings per basic common share		$	1.14			$	1.08			$	1.40			$	4.70			$	6.25
Headline earnings per diluted common share		$	1.12			$	1.06			$	1.38			$	4.59			$	6.14

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