Textainer Group Holdings Limited Reports First-Quarter 2012 Results And Increases Quarterly Dividend

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 include, without limitation, statements regarding: (i) Textainer’s belief that its recent financing not only lowers its overall cost of funds but also provide significant capacity for organic growth as it continues purchasing both new and used containers; (ii) Textainer’s belief that having 79% of its fleet committed to long-term and direct financing and sales-type leases, compared to 76% a year ago, reduces the volatility of its utilization; and (iii) Textainer’s expectation that it will maintain its focus on healthy organic growth during the coming months. Readers are cautioned that these forward-looking statements involve risks and uncertainties, are only predictions and may differ materially from actual future events or results. These risks and uncertainties include, without limitation, the following items that could materially and negatively impact our business, results of operations, cash flows, financial condition and future prospects: any deceleration or reversal of the current domestic and global economic recoveries; lease rates may decrease and lessees may default, which could decrease revenue and increasing storage, repositioning, collection and recovery expenses; we own a large and growing number of containers in our fleet and are subject to significant ownership risk; further consolidation of container manufacturers or the disruption of manufacturing for the major manufacturers could result in higher new container prices and/or decreased supply of new containers and any increase in the cost or reduction in the supply of new containers; the demand for leased containers depends on many political and economic factors beyond Textainer's control; the demand for leased containers is partially tied to international trade and if this demand were to decrease due to increased barriers to trade, or for any other reason, it could reduce demand for intermodal container leasing; as we increase the number of containers in our owned fleet, we will have significant capital at risk and may need to incur more debt, which could result in financial instability; Textainer faces extensive competition in the container leasing industry; the international nature of the container shipping industry exposes Textainer to numerous risks; gains and losses associated with the disposition of used equipment may fluctuate; our indebtedness reduces our financial flexibility and could impede our ability to operate; and other risks and uncertainties, including those set forth in Textainer's filings with the Securities and Exchange Commission. For a discussion of some of these risks and uncertainties, see Item 3 "Key Information-- Risk Factors" in Textainer's Annual Report on Form 20-F filed with the Securities and Exchange Commission on March 15, 2012.

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 AND SUBSIDIARIES
Condensed Consolidated Statements of Comprehensive Income
Three Months Ended March 31, 2012 and 2011
(Unaudited)
(All currency expressed in United States dollars in thousands, except per share amounts)
		March 31,
		2012							2011
Revenues:
Lease rental income					$	87,888							$	72,359
Management fees						6,801								7,684
Trading container sales proceeds						11,537								4,765
Gains on sale of containers, net						11,289								6,394
Total revenues						117,515								91,202
Operating expenses:
Direct container expense						6,060								3,958
Cost of trading containers sold						10,002								4,166
Depreciation expense						21,580								18,866
Amortization expense						1,306								1,758
General and administrative expense						5,723								6,198
Short-term incentive compensation expense						992								959
Long-term incentive compensation expense						2,154								1,736
Bad debt expense, net						1,718								136
Total operating expenses						49,535								37,777
Income from operations						67,980								53,425
Other income (expense):
Interest expense						(14,719	)							(7,523	)
Interest income						28								7
Realized losses on interest rate swaps and caps, net						(2,550	)							(2,642	)
Unrealized gains on interest rate swaps and caps, net						1,048								2,211
Other, net						(1	)							(51	)
Net other expense						(16,194	)							(7,998	)
Income before income tax and noncontrolling interest						51,786								45,427
Income tax expense						(2,323	)							(2,614	)
Net income						49,463								42,813
Less: Net loss (income) attributable to the noncontrolling interest			447							(5,623	)
Net income attributable to Textainer Group Holdings
Limited common shareholders		$	49,910						$	37,190
Net income attributable to Textainer Group Holdings Limited common shareholders per share:
Basic		$	1.01						$	0.76
Diluted		$	0.99						$	0.75
Weighted average shares outstanding (in thousands):
Basic			49,425							48,660
Diluted			50,384							49,892
Other comprehensive income:
Foreign currency translation adjustments						77								82
Comprehensive income						49,540								42,895
Less: Comprehensive loss (income) attributable to the noncontrolling interest						447								(5,623	)
Comprehensive income attributable to Textainer Group Holdings
Limited common shareholders					$	49,987							$	37,272

TEXTAINER GROUP HOLDINGS LIMITED AND SUBSIDIARIES
Condensed Consolidated Balance Sheets
March 31, 2012 and December 31, 2011
(Unaudited)
(All currency expressed in United States dollars in thousands)
		2012			2011
Assets
Current assets:
Cash and cash equivalents		$	76,426		$	74,816
Accounts receivable, net of allowance for doubtful accounts of $9,555 and $7,840 in 2012 and 2011, respectively			83,779			86,428
Net investment in direct financing and sales-type leases			25,668			25,075
Trading containers			8,716			12,970
Containers held for sale			10,757			7,832
Prepaid expenses			11,064			10,243
Deferred taxes			2,453			2,443
Total current assets			218,863			219,807
Restricted cash			70,969			45,858
Containers, net of accumulated depreciation of $395,977 and $377,731 at 2012 and 2011, respectively			2,018,866			1,903,855
Net investment in direct financing and sales-type leases			83,503			85,121
Fixed assets, net of accumulated depreciation of $8,856 and $9,027 at 2012 and 2011, respectively			1,654			1,717
Intangible assets, net of accumulated amortization of $32,251 and $33,340 at 2012 and 2011, respectively			45,402			46,675
Other assets			7,606			7,171
Total assets		$	2,446,863		$	2,310,204
Liabilities and Equity
Current liabilities:
Accounts payable		$	3,280		$	2,616
Accrued expenses			8,760			18,491
Container contracts payable			76,329			25,510
Deferred revenue			4,441			6,245
Due to owners, net			13,863			15,812
Secured debt facility			62,452			41,035
Bonds payable			91,500			91,500
Total current liabilities			260,625			201,209
Revolving credit facilities			202,285			133,047
Secured debt facility			770,245			779,383
Bonds payable			441,584			464,226
Deferred revenue			347			1,136
Interest rate swaps and caps			15,062			16,110
Income tax payable			23,639			22,729
Deferred taxes			6,715			7,438
Total liabilities			1,720,502			1,625,278
Equity:
Textainer Group Holdings Limited shareholders' equity:
Common shares, $0.01 par value. Authorized 140,000,000 shares; issued and outstanding 49,530,473 and 48,951,114 at 2012 and 2011, respectively			495			490
Additional paid-in capital			163,146			154,460
Accumulated other comprehensive loss			49			(28	)
Retained earnings			560,528			528,906
Total Textainer Group Holdings Limited shareholders’ equity			724,218			683,828
Noncontrolling interest			2,143			1,098
Total equity			726,361			684,926
Total liabilities and equity		$	2,446,863		$	2,310,204

TEXTAINER GROUP HOLDINGS LIMITED AND SUBSIDIARIES
Condensed Consolidated Statements of Cash Flows
Three Months Ended March 31, 2012 and 2011
(Unaudited)
(All currency expressed in United States dollars in thousands)
		Three Months Ended March 31,
		2012				2011
Cash flows from operating activities:
Net income		$	49,463			$	42,813
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation expense			21,580				18,866
Bad debt expense, net			1,718				136
Unrealized gains on interest rate swaps and caps, net			(1,048	)			(2,211	)
Amortization of debt issuance costs			2,418				1,750
Amortization of intangible assets			1,306				1,758
Amortization of acquired below-market leases			(33	)			(151	)
Amortization of deferred revenue			(2,404	)			(1,687	)
Amortization of unearned income on direct financing and sales-type leases			(2,861	)			(1,920	)
Gains on sale of containers, net			(11,289	)			(6,394	)
Share-based compensation expense			2,510				1,842
Changes in operating assets and liabilities			(8,453	)			(10,862	)
Total adjustments			3,444				1,127
Net cash provided by operating activities			52,907				43,940
Cash flows from investing activities:
Purchase of containers and fixed assets			(105,496	)			(129,919	)
Proceeds from sale of containers and fixed assets			23,229				14,706
Receipt of principal payments on direct financing and sales-type leases			8,808				7,035
Net cash used in investing activities			(73,459	)			(108,178	)
Cash flows from financing activities:
Proceeds from revolving credit facility			69,630				55,000
Principal payments on revolving credit facility			(392	)			(40,000	)
Proceeds from secured debt facility			12,000				142,500
Principal payments on secured debt facility			-				(31,000	)
Principal payments on bonds payable			(22,875	)			(12,875	)
Increase in restricted cash			(25,111	)			(9,438	)
Debt issuance costs			(552	)			(1,058	)
Issuance of common shares upon exercise of share options			3,344				4,849
Excess tax benefit from share-based compensation awards			2,837				3,182
Capital contributions from noncontrolling interest			1,492				-
Dividends paid			(18,288	)			(14,115	)
Net cash provided by financing activities			22,085				97,045
Effect of exchange rate changes			77				82
Net increase in cash and cash equivalents			1,610				32,889
Cash and cash equivalents, beginning of the year			74,816				57,081
Cash and cash equivalents, end of period		$	76,426			$	89,970

TEXTAINER GROUP HOLDINGS LIMITED AND SUBSIDIARIES
Reconciliation of GAAP financial measures to non-GAAP financial measures
Three Months Ended March 31, 2012 and 2011
(Unaudited)
(All currency expressed in United States dollars in thousands, except per share amounts)
(1)	The following is a reconciliation of certain GAAP measures to non-GAAP financial measures (such items listed in (a) to (d) below and defined as “Non-GAAP Measures”) for the three months ended March 31, 2012 and 2011, including:
	(a)	net income attributable to Textainer Group Holdings Limited common shareholders to EBITDA (EBITDA defined as net income attributable to Textainer Group Holdings Limited common shareholders before interest income and interest expense, realized and unrealized losses (gains) on interest rate swaps and caps, net, income tax expense, net (loss) income attributable to the noncontrolling interest (“NCI”), depreciation and amortization expense and the related impact of reconciling items on net (loss) income attributable to the NCI);
	(b)	net cash provided by operating activities to EBITDA;
	(c)	net income attributable to Textainer Group Holdings Limited common shareholders to Adjusted net income (defined as net income attributable to Textainer Group Holdings Limited common shareholders before unrealized gains on interest rate swaps and caps, net and the related impact of reconciling items on net (loss) income attributable to the NCI); and
	(d)	net income attributable to Textainer Group Holdings Limited common shareholders per diluted common share to Adjusted net income per diluted common share (defined as net income attributable to Textainer Group Holdings Limited common shareholders per diluted common share before unrealized gains on interest rate swaps and caps, net and the related impact of reconciling items on net (loss) income attributable to the NCI).

Non-GAAP Measures are not financial measures calculated in accordance with U.S. generally accepted accounting principles ("GAAP") and should not be considered as an alternative to net income, income from operations or any other performance measures derived in accordance with GAAP or as an alternative to cash flows from operating activities as a measure of our liquidity. Non-GAAP Measures are presented solely as supplemental disclosures. Management believes that EBITDA may be a useful performance measure that is widely used within our industry and Adjusted net income may be a useful performance measure because Textainer intends to hold its interest rate swaps until maturity and over the life of an interest rate swap or cap held to maturity the unrealized (gains) losses will net to zero. EBITDA is not calculated in the same manner by all companies and, accordingly, may not be an appropriate measure for comparison.

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