TRAC Intermodal LLC and Subsidiaries
Consolidated Balance Sheets
(Unaudited)
(Dollars in Thousands)
| | September 30, | | | December 31, | |
| | 2013 | | | 2012 | |
Assets | | | | | | | | |
Cash and cash equivalents | | $ | 8,933 | | | $ | 26,556 | |
Accounts receivable, net of allowance of $12,077 and $7,325, respectively | | | 124,292 | | | | 80,620 | |
Net investment in direct finance leases | | | 26,915 | | | | 40,729 | |
Leasing equipment, net of accumulated depreciation of $347,984 and $309,010, respectively | | | 1,409,056 | | | | 1,325,383 | |
Fair value of derivative instruments | | | 2,796 | | | | — | |
Goodwill | | | 251,907 | | | | 251,907 | |
Other assets | | | 44,497 | | | | 43,268 | |
Total assets | | $ | 1,868,396 | | | $ | 1,768,463 | |
| | | | | | | | |
Liabilities and member’s interest | | | | | | | | |
Liabilities: | | | | | | | | |
Accounts payable | | $ | 15,238 | | | $ | 10,270 | |
Accrued expenses and other liabilities | | | 45,794 | | | | 37,320 | |
Deferred income taxes | | | 77,879 | | | | 73,569 | |
Debt and capital lease obligations: | | | | | | | | |
Due within one year | | | 29,048 | | | | 25,884 | |
Due after one year | | | 1,158,813 | | | | 1,082,513 | |
Total debt and capital lease obligations | | | 1,187,861 | | | | 1,108,397 | |
Total liabilities | | | 1,326,772 | | | | 1,229,556 | |
| | | | | | | | |
Commitments and contingencies | | | — | | | | — | |
| | | | | | | | |
Member’s interest: | | | | | | | | |
Member’s interest | | | 583,003 | | | | 590,883 | |
Accumulated other comprehensive loss | | | (41,379 | ) | | | (51,976 | ) |
Total member’s interest | | | 541,624 | | | | 538,907 | |
Total liabilities and member’s interest | | $ | 1,868,396 | | | $ | 1,768,463 | |
TRAC Intermodal LLC and Subsidiaries
Consolidated Statements of Operations
(Unaudited)
(Dollars in Thousands)
| | Three Months Ended | | | Nine Months Ended | |
| | September 30, | | | September 30, | |
Revenues: | | 2013 | | | 2012 | | | 2013 | | | 2012 | |
Equipment leasing revenue | | $ | 125,488 | | | $ | 97,803 | | | $ | 345,002 | | | $ | 267,105 | |
Finance revenue | | | 746 | | | | 1,252 | | | | 2,564 | | | | 3,950 | |
Other revenue | | | 8,010 | | | | 10,729 | | | | 31,609 | | | | 27,743 | |
Total revenues | | | 134,244 | | | | 109,784 | | | | 379,175 | | | | 298,798 | |
| | | | | | | | | | | | | | | | |
Expenses: | | | | | | | | | | | | | | | | |
Direct operating expenses | | | 81,140 | | | | 60,583 | | | | 215,336 | | | | 155,492 | |
Selling, general and administrative expenses | | | 14,737 | | | | 10,893 | | | | 41,998 | | | | 33,937 | |
Depreciation expense | | | 18,161 | | | | 16,418 | | | | 53,124 | | | | 49,419 | |
Provision for doubtful accounts | | | 3,727 | | | | 260 | | | | 8,434 | | | | 2,073 | |
Impairment of leasing equipment | | | 1,065 | | | | 3,081 | | | | 3,629 | | | | 5,073 | |
Loss on retirement of debt | | | 6 | | | | 6,294 | | | | 901 | | | | 6,443 | |
Interest expense | | | 22,926 | | | | 20,304 | | | | 68,336 | | | | 52,267 | |
Interest income | | | (15 | ) | | | (88 | ) | | | (286 | ) | | | (109 | ) |
Other expense (income), net | | | 94 | | | | (89 | ) | | | (1,896 | ) | | | (640 | ) |
Total expenses | | | 141,841 | | | | 117,656 | | | | 389,576 | | | | 303,955 | |
| | | | | | | | | | | | | | | | |
Loss before benefit for income taxes | | | (7,597 | ) | | | (7,872 | ) | | | (10,401 | ) | | | (5,157 | ) |
Benefit for income taxes | | | (1,273 | ) | | | (3,201 | ) | | | (2,409 | ) | | | (2,047 | ) |
Net loss | | $ | (6,324 | ) | | $ | (4,671 | ) | | $ | (7,992 | ) | | $ | (3,110 | ) |
TRAC Intermodal LLC and Subsidiaries
Consolidated Statements of Cash Flows
(Unaudited)
(Dollars in Thousands)
| | Nine Months Ended September 30, | |
| | 2013 | | | 2012 | |
Cash flows from operating activities | | | | | | | | |
Net loss | | $ | (7,992 | ) | | $ | (3,110 | ) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | | | | | | | | |
Depreciation and amortization | | | 53,302 | | | | 49,749 | |
Provision for doubtful accounts | | | 8,434 | | | | 2,073 | |
Amortization of deferred financing fees | | | 4,609 | | | | 2,576 | |
Loss on retirement of debt | | | 901 | | | | 6,443 | |
Derivative loss reclassified into earnings | | | 15,180 | | | | 5,367 | |
Ineffective portion of cash flow hedges | | | (60 | ) | | | 53 | |
Payment to terminate derivative instruments | | | — | | | | (90,370 | ) |
Impairment of leasing equipment | | | 3,629 | | | | 5,073 | |
Share based compensation | | | 873 | | | | 1,311 | |
Deferred income taxes | | | (2,336 | ) | | | (2,666 | ) |
Other, net | | | (1,172 | ) | | | (271 | ) |
Changes in assets and liabilities: | | | | | | | | |
Accounts receivable | | | (52,106 | ) | | | (20,531 | ) |
Other assets | | | (700 | ) | | | 742 | |
Accounts payable | | | 4,969 | | | | 3,820 | |
Accrued expenses and other liabilities | | | 4,296 | | | | 3,734 | |
Net cash provided by (used in) operating activities | | | 31,827 | | | | (36,007 | ) |
| | | | | | | | |
Cash flows from investing activities | | | | | | | | |
Proceeds from sale of leasing equipment | | | 5,961 | | | | 2,028 | |
Collections on net investment in direct finance leases, net of interest earned | | | 4,262 | | | | 5,897 | |
Purchase of leasing equipment | | | (131,509 | ) | | | (30,034 | ) |
Purchase of fixed assets | | | (3,617 | ) | | | (547 | ) |
Net cash used in investing activities | | | (124,903 | ) | | | (22,656 | ) |
| | | | | | | | |
Cash flows from financing activities | | | | | | | | |
Proceeds from long-term debt | | | 142,000 | | | | 816,397 | |
Repayments of long-term debt | | | (63,506 | ) | | | (732,576 | ) |
Cash paid for debt issuance fees | | | (2,267 | ) | | | (30,306 | ) |
Capital contribution from parent | | | — | | | | 3,334 | |
Investment in parent | | | — | | | | (3,354 | ) |
Repurchase of shares from employees | | | (509 | ) | | | (307 | ) |
Net cash provided by financing activities | | | 75,718 | | | | 53,188 | |
| | | | | | | | |
Effect of changes in exchange rates on cash and cash equivalents | | | (265 | ) | | | 161 | |
Net decrease in cash and cash equivalents | | | (17,623 | ) | | | (5,314 | ) |
Cash and cash equivalents, beginning of year | | | 26,556 | | | | 29,005 | |
Cash and cash equivalents, end of period | | $ | 8,933 | | | $ | 23,691 | |
Supplemental disclosures of cash flow information | | | | | | | | |
Cash paid for interest | | $ | 57,784 | | | $ | 45,737 | |
Cash paid (refunded) for taxes, net | | $ | 315 | | | $ | (632 | ) |